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+10-K405
+1
+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
\ No newline at end of file
diff --git a/raw/filings/0000008146/2000/0000927016-01-500246/filing_metadata.csv b/raw/filings/0000008146/2000/0000927016-01-500246/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..50e7ec1adc8361db501b270a17693be146932f85
--- /dev/null
+++ b/raw/filings/0000008146/2000/0000927016-01-500246/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+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
diff --git a/raw/filings/0000008146/2000/0000927016-01-500246/item1.txt b/raw/filings/0000008146/2000/0000927016-01-500246/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c3d7283dcb811d320846c7c516653d7d1f43da7c
--- /dev/null
+++ b/raw/filings/0000008146/2000/0000927016-01-500246/item1.txt
@@ -0,0 +1,272 @@
+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
\ No newline at end of file
diff --git a/raw/filings/0000008146/2000/0000927016-01-500246/item13.txt b/raw/filings/0000008146/2000/0000927016-01-500246/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..54a7e0ff7e3bc4f6e65160102ba9fb9bffedca5a
--- /dev/null
+++ b/raw/filings/0000008146/2000/0000927016-01-500246/item13.txt
@@ -0,0 +1,3 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2000/0000927016-01-500246/item9a.txt b/raw/filings/0000008146/2000/0000927016-01-500246/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2000/0000927016-01-500246/rp_note.txt b/raw/filings/0000008146/2000/0000927016-01-500246/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2000/0000927016-01-500246/rpt_disclosure.txt b/raw/filings/0000008146/2000/0000927016-01-500246/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2001/0000927016-02-002014/filing.txt b/raw/filings/0000008146/2001/0000927016-02-002014/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..881f24fadf8659937d3ba03766a69eef72866f5b
--- /dev/null
+++ b/raw/filings/0000008146/2001/0000927016-02-002014/filing.txt
@@ -0,0 +1,1758 @@
+10-K
+1
+d10k.txt
+FORM 10-K FOR 01/31/2002
+================================================================================
+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, 2002
+OR
+[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
+EXCHANGE ACT OF 1934]
+For the transition period from_ to _
+Commission file number 0-13200
+-----------------
+Astro-Med, Inc.
+(Exact name of registrant as specified in its charter)
+Rhode Island 05-0318215
+(State or other jurisdiction of (I.R.S. Employer 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 [X] No [_]
+State the aggregate market value of the voting stock held by
+non-affiliates of the registrant as of March 22, 2002.
+Common Stock, $0.05 Par Value: $11,190,674
+Indicate the number of shares outstanding (excluding treasury shares)
+of each of the issuer's classes of common stock as of March 22, 2002.
+Common Stock, $0.05 Par Value: 4,267,373 shares
+DOCUMENTS INCORPORATED BY REFERENCE
+Portions of the Company's definitive proxy statement for the 2002 annual
+meeting of shareholders are incorporated by reference into Part III.
+================================================================================
+ASTRO-MED, INC.
+FORM 10-K ANNUAL REPORT
+TABLE OF CONTENTS
+Page
+-----
+PART I
+Item 1. Business............................................................................. 5-10
+Item 2. Properties........................................................................... 10
+Item 3. Legal Proceedings.................................................................... 10
+Item 4. Submission of Matters to a Vote of Security Holders.................................. 10
+PART II
+Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters............. 11
+Item 6. Selected Financial Data.............................................................. 12
+Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 12-16
+Item 7A. Quantitative and Qualitative Disclosures About Market Risk........................... 16
+Item 8. Financial Statements and Supplementary Data.......................................... 16
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 16
+PART III
+Item 10. Directors and Executive Officers of the Registrant................................... 17-18
+Item 11. Executive Compensation............................................................... 18
+Item 12. Security Ownership of Certain Beneficial Owners and Management....................... 18
+Item 13. Certain Relationships and Related Transactions....................................... 18
+PART IV
+Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...................... 18-20
+4
+ASTRO-MED, INC.
+PART I
+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.
+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:
+Location Approximate Square Footage Principal Use
+-------- -------------------------- -------------
+West Conshohocken, PA.... 10,000 Research & development and 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
+Costa Mesa, 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.
+10
+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
+----------------------- ----- ----- ---------
+2002
+First Quarter..... $5.00 $3.87 $0.04
+Second Quarter..... $4.94 $4.10 $0.04
+Third Quarter..... $4.40 $3.40 $0.04
+Fourth Quarter..... $4.48 $3.50 $0.04
+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
+The Company had approximately 400 shareholders of record on March 22, 2002,
+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.
+11
+Item 6. Selected Financial Data
+(Dollars in Thousands, Except Per Share Amounts)
+2002 2001 2000 1999 1998
+------- ------- ------- ------- -------
+Results of Operations:
+Net Sales................................. $49,391 $51,688 $46,143 $42,166 $44,377
+Net Income (Loss)......................... $ (233) $ 302 $ 937 $ 496 $ 1,041
+Net Income (Loss) per Common Share--Basic
+and Diluted............................. $ (0.05) $ 0.07 $ 0.21 $ 0.11 $ 0.21
+Dividends Declared per Common Share....... $ 0.16 $ 0.16 $ 0.16 $ 0.16 $ 0.16
+Financial Condition:
+Working Capital........................... $21,455 $21,908 $22,453 $25,507 $27,111
+Total Assets.............................. $38,404 $41,059 $45,385 $41,754 $42,814
+Long-Term Debt, less Current Maturities... $ -- $ 25 $ 72 $ 17 $ 228
+Item 7. Management's Discussion and Analysis of Financial Condition and Results
+of Operations
+Results of Operations
+Fiscal 2002 compared to Fiscal 2001
+The Company's sales in fiscal 2002 decreased $2.3 million to $49.4 million,
+a 4.7% decrease over fiscal 2001 sales of $51.7 million. Domestic sales
+declined $2.2 million to $35.6 million a 6.6% decrease over fiscal 2001, while
+international sales declined less than $0.1 million to $13.8 million. With the
+decline in sales, the Company incurred a net loss in fiscal 2002 of $0.2
+million versus net income of $0.3 million in fiscal 2001. Net loss per share on
+a diluted basis was $0.05 in fiscal 2002 as compared with $0.07 net income per
+diluted share in fiscal 2001.
+Gross profit decreased 8.2% to $19.1 million in fiscal 2002 from $20.8
+million in fiscal 2001. The Company's gross profit margin declined to 38.7%
+from 40.2%. The decline in gross profit can be attributed primarily to the
+decline in sales, lower margins on T&M's new products and lower margins on QLS
+products.
+Selling, general and administrative spending (SG&A) declined 2.4% to $16.1
+million from $16.5 million.The Research & Development (R&D) expenses declined
+to $3.7 million in fiscal 2002 from $4.3 million in fiscal 2001. R&D as a
+percentage of sales declined to 7.6% in this fiscal year as compared 8.2% in
+the prior year. The decline in both the SG&A and R&D expenses can be attributed
+to the workforce reductions undertaken over the past two years and certain
+temporary lay-offs at the end of fiscal 2002.
+Interest and dividend income declined in fiscal 2002 to $248,000 from
+$458,000 in fiscal 2001. The decrease is due to lower investment levels and
+lower yields on investments. Other income for fiscal 2002 was $192,000 as
+compared to last fiscal year's expense of $126,000. The favorable $318,000
+change in other income/expense, net is attributed primarily to the following; a
+$165,000 gain on the settlement of litigation, $68,000 of grant income relating
+to research performed for the National Institute of Health, and a $94,000
+improvement in foreign exchange losses. In the prior year, the net foreign
+exchange loss was $116,000 as compared to a net foreign exchange loss for the
+current year of $22,000.
+12
+The Company has redefined its reporting segments into segments that mirror
+the Company's sales product groups (i.e., T&M, QLS and G-T). As a result, the
+Company has restated its prior years' segment data to present all periods on a
+comparable basis. The company evaluates segment performance based on the
+operating segment's profit before corporate and financial administration
+expenses.
+T&M's sales decreased to $12.1 million in fiscal 2002 from $13.9 million, a
+12.9% decrease from the previous year. Both T&M's domestic and international
+sales were lower as a result of the delays in the introduction of the new Dash
+18 recorder. The decline in T&M sales can also be attributed to the 34%
+decrease in international sales. T&M's segment profit margin declined to 5.6%
+in fiscal 2002 from 11.8% in the previous year. The decline in T&M's margin is
+attributed to higher material costs and manufacturing inefficiencies associated
+with its new state-of-the-art products.
+QLS's sales increased to $20.9 million in fiscal 2002 from $19.9 million, a
+5.0% increase over the previous year. Fiscal 2002 domestic sales were
+essentially flat with the previous year and fiscal 2002 international sales
+were 17.8% higher than the previous year. QLS's fiscal 2002 segment profit
+margin declined to 4.1% down from 6.5% in the previous year. The decline in
+margin is attributed to higher international sales with lower margins.
+G-T's sales decreased to $16.4 million in fiscal 2002 from $17.9 million, a
+8.4% decrease over the previous year. The decline in G-T's sales is attributed
+to the lower domestic clinical sales resulting from the delay in the
+introduction of the new PSG (sleep) software application and high turnover in
+the clinical sales force. The G-T segment operating margin improved to 5.0% in
+fiscal 2002 from 3.0% in the previous year. The margin improvement can be
+attributed to the workforce reduction undertaken over the last two years.
+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.
+Fiscal 2001 compared to Fiscal 2000
+The Company's sales in fiscal 2001 increased $5.6 million to $51.7 million,
+a 12.1% increase over fiscal 2000 sales of $46.1 million. The $5.6 million
+sales increase is due primarily to the sales growth for the QLS and G-T product
+lines as well as the incremental sales derived from the Telefactor acquisition.
+The Company's net income in fiscal 2001 was $0.3 million versus net income of
+$0.9 million in fiscal 2000. Net income per share on a diluted basis was $0.07
+in fiscal 2001 as compared with $0.21 net income per diluted share in fiscal
+2000.
+Gross profit increased 10.1% 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.
+Selling, general and administrative spending rose 12.2% 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% fiscal year 2001 as compared to the prior year.
+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 to 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's
+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.
+13
+T&M's sales declined to $13.9 million in fiscal year 2001, down 6.1% from
+$14.8 million from the previous year. T&M's sales declined as a result of the
+new Everest Telemetry Recorder Workstation product taking longer than
+anticipated to gain acceptance in the marketplace. T&M's segment operating
+margin declined to 11.8% in fiscal 2001 from 13.5% the previous year. The
+decline in T&M's margin is attributed to higher material costs and
+manufacturing inefficiencies associated with the new Everest.
+QLS's sales increased to $19.9 million in fiscal year 2001, up 11.2% from
+$17.9 million in the prior year. QLS's segment operating margin improved to
+6.4% from 3.8% in the prior year as a result of the overall increase in sales
+volume and a higher level of sales to original equipment manufacturers which
+generally yields higher margins.
+G-T's sales increased to $17.9 million in fiscal year 2001, up 33.6% from
+$13.4 million in the prior year. Excluding the impact of Telefactor sales,
+Grass sales increased 9.0%. This sales growth is attributable primarily to the
+EEG and PSG products in the high growth sleep monitoring device market. G-T's
+segment operating profit margin declined to 3.0% in fiscal 2001 from 10.1% in
+fiscal 2000 as a result of additional costs incurred with the Telefactor
+acquisition.
+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.
+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 $3.5 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, 2002, 2001 and 2000 are included on page 25. Net cash flow provided by
+operating activities was $1.3 million in fiscal 2002 versus net cash flow used
+by operating activities of $2.6 million in fiscal 2001 and net cash flow
+provided by operating activities of $4.7 million in fiscal 2000. The increase
+in net cash flow from operations in fiscal 2002 is attributed primarily to the
+lower accounts receivable and inventory balances; timing of payments to
+vendors; and the decrease in income tax payments. Working capital balances at
+January 31, 2002 were $21.5 million, a 2% reduction from the $21.9 million at
+January 31, 2001. The composition of fiscal 2002 year-end working capital
+balance includes cash and marketable securities of $5.9 million as compared to
+$6.2 million of cash and marketable securities at the end of last year. The
+Company's cash collection cycle decreased to 60 days sales outstanding from the
+prior year's 66 days.
+Net cash flow provided by investing activities was $1.2 million and $0.9
+million, respectively in fiscal 2002 and 2001 versus net cash flow used by
+investing activities of $4.2 million in fiscal 2000. The significant use of
+cash in fiscal 2000 is attributed to the acquisition of Telefactor. Capital
+expenditures were $911,000, $1,204,000 and $975,000 in fiscal 2002, 2001 and
+2000, respectively.
+Net cash used by financing activities was $0.7 million in fiscal 2002, $1.5
+million in fiscal 2001 and $1.4 million in fiscal 2000. This category includes
+dividends paid to shareholders and the cost of repurchasing the Company's
+common stock. Dividends paid for the three-years ended fiscal 2002, 2001, and
+2000 were $681,000, $700,000 and $709,000, respectively. The Company's annual
+dividend per share was $0.16 in all three years. In fiscal 2001 and 2000 the
+Company repurchased common stock at a cost of $807,900 and $451,000,
+respectively. Since the inception of the stock buy back program in fiscal 1997,
+the Company has repurchased 867,824 shares of its common stock. At January 31,
+2002, the Company has Board of Directors' authorization to purchase an
+additional 290,000 shares of the Company's common stock in the future.
+Other
+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. At January 31, 2002, no additional
+consideration was owed to the sellers.
+14
+Critical accounting policies are defined as those that are reflective of
+significant judgments and uncertainties, and could potentially result in
+materially different results under different assumptions and conditions. We
+believe that our most critical accounting policies upon which our financial
+condition depends, and which involve the most complex or subjective decisions
+or assessments as follows:
+Revenue Recognition: The majority of the Company's product sales are
+recorded at the time of shipment and when persuasive evidence of an arrangement
+exists, the seller's price to the buyer is fixed or determinable and
+collectibility is reasonably assured. Provisions are made at the time the
+related revenue is recognized for the cost of any installation obligations.
+When other significant obligations remain after products are delivered, revenue
+is recognized only after such obligation are fulfilled.
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future
+product warranty claims and bad debts are recorded in cost of sales and
+selling, general and administrative expense, respectively, at the time a sale
+is recorded. The amounts recorded are generally based upon historically derived
+percentages while also factoring in any new business conditions that might
+impact the historical analysis such as new product introduction for warranty
+and bankruptcies of particular customers for bad debts. The Company also
+periodically evaluates the adequacy of its reserves for warranty and bad debts
+recorded in its consolidated balance sheet as a further test to ensure the
+adequacy of the recorded provisions. Warranty claims can extend far into the
+future and bad debt analysis often involves subjective analysis of a particular
+customer's ability to pay. As a result, significant judgment is required by the
+Company in determining the appropriate amounts to record and such judgments may
+prove to be incorrect in the future. The Company believes that its procedures
+for estimating such amounts are reasonable and historically have not resulted
+in material adjustments in subsequent periods when the estimates are adjusted
+to the actual amounts.
+Customer Returns: Customer returns are recorded on an actual basis
+throughout the year and also include an estimate at the end of each reporting
+period for future customer returns related to sales recorded prior to the end
+of the period. The Company generally estimates customer returns based upon its
+historical experience while making adjustments for any changes in business
+conditions.
+Inventories: Inventories are stated at the lower of cost (first-in,
+first-out) or market. The Company records provisions to write-down obsolete and
+excess inventory at its estimated net realizable value. The process for
+evaluating obsolete and excess inventory consists of the Company analyzing the
+inventory supply on hand and estimating the net realizable value of the
+inventory based on historical experience, current business conditions and
+anticipated future sales.
+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. The
+Company has historically had prepaid income tax assets due principally to the
+unfavorable tax consequences of recording expenses for required book reserves
+for such things as, bad debts, inventory valuation, and warranty that cannot be
+deducted for income tax purposes until such expenses are actually paid. The
+Company's deferred tax liabilities consist primarily of favorable tax
+consequences associated with accelerated depreciation methods for tax purposes.
+The Company believes that the amounts recorded as prepaid income tax assets
+will be recoverable either through future taxable income generated by the
+Company or by the fact that the Company has deferred tax liabilities that can
+be used to offset the amount of the prepaid income tax assets; however, there
+can be no absolute assurance that all recognized prepaid income tax assets will
+be fully recovered.
+Long-Lived Assets: The Company evaluates the recoverability of long-lived
+assets, including goodwill whenever events or changes in circumstances, such as
+a decline in sales, earnings or cashflow or material adverse changes in the
+business climate indicate that the carrying amount of an asset may not be
+recoverable. The Company performs the impairment review in accordance with SFAS
+No. 121 "Accounting for the Impairment of
+15
+Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS No.
+121"). Subsequent to January 31, 2002, the Company will account for acquired
+goodwill and goodwill impairment in accordance with SFAS No.141, "Business
+Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets" which
+are more fully described in Note 1 of the Notes to the Consolidated Financial
+Statements. These new pronouncements will require considerable judgment. The
+Company has not yet determined the impact (if any) of the adoption of these new
+accounting standards.
+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, 2002, the
+Company's investment in foreign assets was $2.9 million. An overall unfavorable
+change in foreign exchange rates of 10% would have resulted in an additional
+net loss of approximately $26,000 and a $260,000 reduction in shareholders'
+equity as a result of the impact on the cumulative translation adjustment.
+The Company utilizes foreign exchange option contracts to minimize its
+exposure associated with unfavorable changes in foreign exchanges rates on
+certain foreign denominated receivables. At January 31, 2002, the Company did
+not have open contracts.
+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.
+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
+-------------------------------------------
+May 5, August 4, November 3, January 31,
+2001 2001 2001 2002
+--------- --------- ----------- -----------
+Net Sales............................................ $12,436 $12,132 $12,399 $12,424
+Gross Profit......................................... $ 5,052 $ 4,766 $ 4,441 $ 4,847
+Net Income (Loss).................................... $ 150 $ (194) $ (230) $ 41
+Net Income (Loss) Per Common Share--Basic and Diluted $ 0.04 $ (0.05) $ (0.05) $ 0.01
+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 and Diluted $ 0.04 $ 0.06 $ (0.16) $ 0.13
+Item 9. Changes in and Disagreements with Accountants on Accounting and
+Financial Disclosure
+None.
+16
+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 2002 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.... 76 Chairman, Chief Executive Officer and Director
+Everett V. Pizzuti. 65 President, Chief Operating Officer and Director
+Terence J. Jones... 55 Senior Vice President
+Joseph P. O'Connell 58 Vice President and Treasurer, Chief Financial Officer
+John B. Chatten.... 74 President, Grass--Telefactor Product Group
+Elias G. Deeb...... 59 Vice President--Media Manufacturing
+Michael J. Sullivan 51 Vice President and Chief Technology Officer
+Stephen M. Petrarca 39 Vice President--Instrument Manufacturing
+Michael F. Silveira 36 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 including President
+Worldwide Fasteners from 1989 to 1991, Vice President and General Manager Avery
+Dennison from 1991 to 1998, and Vice President, General Manager Fasson Roll
+North America from 1998 to 2000 and 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. He is an electronic engineer and has been with the Company for eighteen
+years.
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in
+November 1998. He 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.
+17
+Mr. Silveira joined the Company in 2000. He previously held financial
+management positions with Textron Inc., most recently serving in the Industrial
+Products, Mergers & Acquisitions group and with KPMG Peat Marwick LLP. He is a
+certified public accountant.
+Item 11. Executive Compensation
+The response to this item is incorporated by reference to the Company's
+definitive proxy statement for the 2002 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 2002 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 2002 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........................................................ 21
+Consolidated Balance Sheets as of January 31, 2002 and 2001..................................... 22
+Consolidated Statements of Income--Years Ended January 31, 2002, 2001 and 2000.................. 23
+Consolidated Statements of Comprehensive Income and Changes in Shareholders' Equity--Years Ended
+January 31, 2002, 2001, and 2000.............................................................. 24
+Consolidated Statements of Cash Flows--Years Ended January 31, 2002, 2001, and 2000............. 25
+Notes to Consolidated Financial Statements...................................................... 26-35
+(a)(2) Financial Statement Schedules:
+Schedule II--Valuation and Qualifying Accounts and Reserves--
+Years Ended January 31, 2002, 2001, and 2000............... 36
+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.
+18
+(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, as amended, filed as Exhibit 4.3 to
+Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and
+lincorporated by reference herein.
+(10.7) Employment Agreement between Astro-Med, Inc. and John B. Chatten dated as of December 14,
+1999(a).
+(21) List of Subsidiaries of the Company. See page 21.
+(23) Consent of Independent Public Accountants. See page 21.
+(99) Letter regarding Arthur Andersen LLP's Quality Control required under Temporary Note 3T to
+Article 3 of Regulation SX.
+--------
+(a) Management contract or compensatory plan or arrangement.
+(b) Reports on Form 8-K:
+None
+19
+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)
+Date: April 10, 2002
+By /s/ ALBERT W. ONDIS
+----------------------------------
+(Albert W. Ondis, Chairman)
+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 10, 2002
+----------------------------- (Principal Executive
+Albert W. Ondis Officer)
+/s/ EVERETT V. PIZZUTI President and Director April 10, 2002
+----------------------------- (Principal Operating
+Everett V. Pizzuti Officer)
+/s/ JOSEPH P. O'CONNELL Vice President and Treasurer April 10, 2002
+----------------------------- (Principal Financial
+Joseph P. O'Connell Officer)
+/s/ MICHAEL F. SILVEIRA Controller (Principal April 10, 2002
+----------------------------- Accounting Officer)
+Michael F. Silveira
+/s/ JACQUES V. HOPKINS Director April 10, 2002
+-----------------------------
+Jacques V. Hopkins
+20
+EXHIBIT 21
+LIST OF SUBSIDIARIES OF THE COMPANY
+Jurisdiction of
+Name 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 15, 2002, 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 Nos. 333-62431 and 333-63526 pertaining to the 1998 Astro-Med, Inc.
+Non-Qualified Stock Option Plan, as amended June 21, 2001 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, 2002 or performed any audit procedures
+subsequent to the date of our report.
+ARTHUR ANDERSEN LLP
+Boston, Massachusetts
+April 10, 2002
+REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
+To the Shareholders of Astro-Med, Inc.:
+We have audited the accompanying consolidated balance sheets of Astro-Med,
+Inc. (a Rhode Island Corporation) and subsidiaries as of January 31, 2002 and
+2001, 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, 2002. These financial statements and schedule
+referred to below are the responsibility of the Company's management. Our
+responsibility is to express an opinion on these financial statements and
+schedule 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, 2002 and 2001, and the results of their
+operations and their cash flows for each of the three years in the period ended
+January 31, 2002, 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 15, 2002
+21
+ASTRO-MED, INC.
+CONSOLIDATED BALANCE SHEETS
+As of January 31, 2002 and 2001
+2002 2001
+- ------------ ------------
+ASSETS
+------
+CURRENT ASSETS
+Cash and Cash Equivalents.............................................. $ 2,569,721 $ 806,069
+Securities Available for Sale (Note 2)................................. 3,340,874 5,362,523
+Accounts Receivable, net of reserves $352,442 and $467,882,
+respectively......................................................... 9,173,568 10,663,624
+Inventories (Note 3)................................................... 10,243,182 10,782,425
+Prepaid Expenses and Other Current Assets (Note 6)..................... 2,229,660 2,038,227
+------------ ------------
+Total Current Assets............................................... 27,557,005 29,652,868
+PROPERTY, PLANT AND EQUIPMENT
+Land and Improvements.................................................. 398,191 398,191
+Buildings and Improvements............................................. 7,280,097 7,236,148
+Machinery and Equipment................................................ 15,780,015 14,912,966
+------------ ------------
+23,458,303 22,547,305
+Less Accumulated Depreciation.......................................... (15,478,613) (14,259,992)
+------------ ------------
+7,979,690 8,287,313
+OTHER ASSETS
+Goodwill, net (Note 10)................................................ 2,310,798 2,465,494
+Amounts Due from Officers.............................................. 480,314 480,314
+Other.................................................................. 76,422 172,941
+------------ ------------
+2,867,534 3,118,749
+------------ ------------
+$ 38,404,229 $ 41,058,930
+============ ============
+LIABILITIES AND SHAREHOLDERS' EQUITY
+------------------------------------
+CURRENT LIABILITIES
+Accounts Payable....................................................... $ 3,325,133 $ 3,711,248
+Accrued Compensation................................................... 1,114,490 1,974,223
+Accrued Expenses....................................................... 1,637,826 1,916,597
+Income Taxes Payable (Note 6).......................................... -- 96,058
+Current Maturities of Long-Term Debt (Note 4).......................... 24,755 46,832
+------------ ------------
+Total Current Liabilities.......................................... 6,102,204 7,744,958
+LONG-TERM DEBT, Less Current Maturities (Note 4).......................... -- 24,755
+DEFERRED INCOME TAXES (Note 6)............................................ 876,867 996,157
+COMMITMENTS AND CONTINGENCIES (Notes 7 and 10)
+SHAREHOLDERS' EQUITY (Note 5)
+Preferred Stock, $10 Par Value, Authorized 100,000 Shares, Issued None. -- --
+Common Stock, $0.05 Par Value, Authorized 13,000,000 Shares, Issued
+5,165,027 and 5,160,780, respectively................................ 258,251 258,039
+Additional Paid-in Capital............................................. 5,636,570 5,706,870
+Retained Earnings...................................................... 31,753,694 32,667,859
+Treasury Stock, at Cost, 897,895 and 930,895 Shares, respectively...... (5,860,609) (6,076,003)
+Accumulated Other Comprehensive Loss................................... (362,748) (263,705)
+------------ ------------
+31,425,158 32,293,060
+------------ ------------
+$ 38,404,229 $ 41,058,930
+============ ============
+The accompanying notes are an integral part of these financial statements.
+22
+ASTRO-MED, INC.
+CONSOLIDATED STATEMENTS OF INCOME
+Years Ended January 31, 2002, 2001 and 2000
+2002 2001 2000
+----------- ----------- -----------
+Net Sales............................................. $49,390,937 $51,687,763 $46,143,206
+Cost of Sales......................................... 30,284,573 30,895,584 27,280,835
+----------- ----------- -----------
+Gross Profit.......................................... 19,106,364 20,792,179 18,862,371
+Costs and Expenses:
+Selling, General and Administrative................ 16,090,402 16,455,696 14,717,092
+Research and Development........................... 3,743,516 4,255,434 3,353,883
+----------- ----------- -----------
+19,833,918 20,711,130 18,070,975
+----------- ----------- -----------
+Operating Income (Loss)............................... (727,554) 81,049 791,396
+Other Income (Expense):
+Interest and Dividend Income....................... 247,813 458,191 665,687
+Interest Expense................................... (3,903) (11,051) (18,239)
+Other, net......................................... 191,837 (125,700) (189,987)
+----------- ----------- -----------
+435,747 321,440 457,461
+----------- ----------- -----------
+Income (Loss) before Income Taxes..................... (291,807) 402,489 1,248,857
+Income Taxes Expense (Benefit)........................ (58,706) 100,000 312,214
+----------- ----------- -----------
+Net Income (Loss)..................................... $ (233,101) $ 302,489 $ 936,643
+=========== =========== ===========
+Net Income (Loss) Per Common Share--Basic and Diluted. $ (0.05) $ 0.07 $ 0.21
+=========== =========== ===========
+Weighted Average Number of Common Shares Outstanding--
+Basic............................................... 4,259,423 4,386,852 4,434,108
+=========== =========== ===========
+Weighted Average Number of Common Shares Outstanding--
+Diluted............................................. 4,259,423 4,407,632 4,475,371
+=========== =========== ===========
+Dividends Declared Per Common Share................... $ 0.16 $ 0.16 $ 0.16
+=========== =========== ===========
+The accompanying notes are an integral part of these financial statements.
+23
+ASTRO-MED, INC.
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN SHAREHOLDERS'
+EQUITY
+Years Ended January 31, 2002, 2001 and 2000
+2002 2001 2000
+----------- ----------- -----------
+Comprehensive Income (Loss)
+Net Income (Loss)............................................. $ (233,101) $ 302,489 $ 936,643
+Other Comprehensive Income (Loss), Net
+Foreign currency translation adjustments................... (142,454) (52,303) (34,865)
+Unrealized gain (loss) on securities available for sale.... 43,411 270,558 (301,872)
+----------- ----------- -----------
+Other comprehensive income (loss), net........................ (99,043) 218,255 (336,737)
+----------- ----------- -----------
+Comprehensive Income (Loss)................................... $ (332,144) $ 520,744 $ 599,906
+=========== =========== ===========
+Shareholders' Equity
+Common Stock, $0.05 Par Value:
+Balance at beginning of year............................... $ 258,039 $ 257,402 $ 257,176
+Net proceeds from issuance of Company common stock
+(Note 5)................................................. 212 637 226
+----------- ----------- -----------
+Balance at end of year..................................... 258,251 258,039 257,402
+----------- ----------- -----------
+Additional Paid-In Capital:
+Balance at beginning of year............................... 5,706,870 5,647,791 5,641,317
+Net proceeds from issuance of Company common stock
+(Note 5)................................................. 15,139 59,079 23,714
+Net cost of shares issued to Employee Stock Ownership Plan
+(Note 5)................................................. (85,439) -- (17,240)
+----------- ----------- -----------
+Balance at end of year..................................... 5,636,570 5,706,870 5,647,791
+----------- ----------- -----------
+Retained Earnings:
+Balance at beginning of year............................... 32,667,859 33,065,454 32,837,880
+Net income (loss).......................................... (233,101) 302,489 936,643
+Dividends paid............................................. (681,064) (700,084) (709,069)
+----------- ----------- -----------
+Balance at end of year..................................... 31,753,694 32,667,859 33,065,454
+----------- ----------- -----------
+Treasury Stock:
+Balance at beginning of year............................... (6,076,003) (5,268,103) (4,889,343)
+Purchases of Company common stock
+(Note 5)................................................. -- (807,900) (451,000)
+Shares issued to Employee Stock Ownership Plan
+(Note 5)................................................. 215,394 -- 72,240
+----------- ----------- -----------
+Balance at end of year..................................... (5,860,609) (6,076,003) (5,268,103)
+----------- ----------- -----------
+Accumulated Other Comprehensive Loss:
+Balance at beginning of year............................... (263,705) (481,960) (145,223)
+Other comprehensive income (loss), net..................... (99,043) 218,255 (336,737)
+----------- ----------- -----------
+Balance at end of year..................................... (362,748) (263,705) (481,960)
+----------- ----------- -----------
+Total Shareholders' Equity............................. $31,425,158 $32,293,060 $33,220,584
+=========== =========== ===========
+The accompanying notes are an integral part of these financial statements.
+24
+ASTRO-MED, INC.
+CONSOLIDATED STATEMENTS OF CASH FLOWS
+Years Ended January 31, 2002, 2001 and 2000
+2002 2001 2000
+----------- ----------- -----------
+Cash Flows from Operating Activities:
+Net Income (Loss)............................................. $ (233,101) $ 302,489 $ 936,643
+Adjustments to Reconcile Net Income to Net Cash Provided
+(Used) By Operating Activities:
+Depreciation and Amortization............................. 1,641,971 1,774,764 1,355,513
+(Gain) Loss on Sale of Assets............................. (25,650) -- 3,017
+Deferred Income Taxes..................................... (160,694) (182,410) (212,951)
+Other..................................................... (99,044) 258,807 76,674
+Changes in Assets and Liabilities:
+Accounts Receivable.................................... 1,490,056 (1,392,810) (986,656)
+Inventories............................................ 253,394 (419,461) (439,547)
+Other.................................................. (95,578) 133,010 371,381
+Accounts Payable and Accrued Expenses.................. (1,394,663) (2,563,107) 3,484,198
+Income Taxes Payable................................... (96,058) (503,166) 106,342
+----------- ----------- -----------
+Total Adjustments.................................. 1,513,734 (2,894,373) 3,757,971
+----------- ----------- -----------
+Net Cash Provided (Used) by Operating Activities.......... 1,280,633 (2,591,884) 4,694,614
+Cash Flows from Investing Activities:
+Proceeds from Sales/Maturities of Securities Available
+for Sale.................................................... 2,244,742 5,170,695 3,838,473
+Purchases of Securities Available for Sale.................... (163,798) (3,321,296) (3,446,395)
+Proceeds from Sales of Assets................................. 25,650 -- 2,800
+Escrow Returned, (Payment) for Acquisition.................... -- 225,000 (3,657,098)
+Additions to Property, Plant and Equipment.................... (911,030) (1,203,592) (975,113)
+----------- ----------- -----------
+Net Cash Provided (Used) by Investing Activities.......... 1,195,564 870,807 (4,237,333)
+Cash Flows from Financing Activities:
+Payments of Debt.............................................. -- -- (75,000)
+Principal Payments on Capital Leases.......................... (46,832) (60,453) (156,574)
+Proceeds from Common Shares Issued Under Employee
+Benefit Plans............................................... 15,351 59,716 23,940
+Purchases of Treasury Stock................................... -- (807,900) (451,000)
+Dividends Paid................................................ (681,064) (700,084) (709,069)
+----------- ----------- -----------
+Net Cash Used by Financing Activities..................... (712,545) (1,508,721) (1,367,703)
+----------- ----------- -----------
+Net Increase (Decrease) in Cash and Cash Equivalents............. 1,763,652 (3,229,798) (910,422)
+Cash and Cash Equivalents, Beginning of Year..................... 806,069 4,035,867 4,946,289
+----------- ----------- -----------
+Cash and Cash Equivalents, End of Year........................... $ 2,569,721 $ 806,069 $ 4,035,867
+=========== =========== ===========
+Supplemental Information:
+Cash Paid During the Period for:
+Interest.................................................. $ 3,903 $ 11,104 $ 17,504
+Income Taxes.............................................. $ 129,016 $ 746,000 $ 406,182
+Non-Cash Transfers:
+Demonstration Equipment Transferred from Inventory to
+Property, Plant and Equipment........................... $ 285,849 $ 508,000 $ 261,750
+The accompanying notes are an integral part of these financial statements.
+25
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+January 31, 2002
+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 90 days 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).
+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
+$876,643 and $721,947 as of January 31, 2002 and 2001, respectively. In
+accordance with Statement of Financial Accounting Standard (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
+whenever events or changes in circumstances indicate the carrying amounts of
+such assets may not be recovered.
+Derivative Instruments and Hedging: On February 1, 2001, the Company adopted
+SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as
+amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging
+Activities--Deferral of the Effective Date of SFAS No. 133, and as 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). 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 did not have a material impact on the
+Company's results of operations or financial position.
+Revenue Recognition: The majority of the Company's product sales are
+recorded at the time of shipment and when persuasive evidence of an arrangement
+exists, the seller's price to the buyer is fixed or determinable and
+collectibility is reasonably assured. Provisions are made at the time the
+related revenue is recognized for the cost of any installation obligations.
+When other significant obligations remain after products are delivered, revenue
+is recognized only after such obligation are fulfilled.
+In July 2000, the Emerging Issues Task Force, a body of the Financial
+Accounting Standards Board (FASB), 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 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, and $574,460 for the two
+years ending January 31, 2001 and 2000, respectively.
+26
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+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.
+Long-Lived Assets: In July 2001, FASB released for issuance SFAS No. 141,
+Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets.
+SFAS No. 141 requires that the purchase method of accounting be used for all
+business combinations initiated after June 30, 2001. SFAS No. 142 changes the
+accounting for goodwill from an amortization method to an impairment-only
+approach. Under SFAS No. 142, amortization of goodwill to earnings will cease
+and instead, the carrying value of goodwill will be evaluated for impairment on
+at least an annual basis. If these new rules were applied to fiscal 2002 the
+Company would have reported approximately $155,000 less of amortization expense
+on a pre-tax basis. The Company is currently determining the impact (if any) of
+adopting this standard.
+In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
+Retirement Obligations. SFAS No. 143 requires the fair value of a liability for
+an asset retirement obligation to be recognized in the period in which it is
+incurred if a reasonable estimate of fair value can be made. The associated
+asset retirement costs are capitalized as part of the carrying amount of the
+long-lived asset. SFAS No. 143 is effective for fiscal years beginning after
+June 15, 2002. The Company believes the adoption of this Statement will not
+have a material impact on its financial statements.
+In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
+or Disposal of Long-Lived Assets, which supersedes SFAS No. 121, Accounting for
+the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
+Of, and the accounting and reporting provisions of Accounting Principles Board
+(APB) No. 30. SFAS No. 144 addresses the financial and reporting for the
+impairment or disposal of long-lived assets and is effective for fiscal years
+beginning after December 15, 2001, and interim periods within those fiscal
+years. The Company is currently reviewing this statement to determine its
+effect (if any) on the Company's financial statements.
+Income Taxes: The Company accounts for income taxes in accordance with 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.
+Net Income (Loss) Per Common Share: Net income (loss) per common share have
+been computed and presented pursuant to the provisions of SFAS No. 128,
+Earnings per Share. Net income (loss) 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 No. 128, options to purchase
+1,653,075, 1,093,825, and 600,325 shares of common stock were outstanding
+during fiscal 2002, 2001 and 2000, respectively, but were not included in the
+computation of diluted EPS because their inclusion would be anti-dilutive.
+2002 2001 2000
+--------- --------- ---------
+Weighted Average Common Shares Outstanding--Basic.. 4,259,423 4,386,852 4,434,108
+Dilutive Effect of Options Outstanding............. -- 20,780 41,263
+--------- --------- ---------
+Weighted Average Common Shares Outstanding--Diluted 4,259,423 4,407,632 4,475,371
+27
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+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
+allowances for bad debt and credits, inventory valuation, income taxes 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, 2002 approximate fair value.
+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, 2002
+Corporate....... $1,218,892 $22,253 $ -- $1,196,639
+Governmental.... 2,121,982 38,004 (20,235) 2,104,213
+---------- ------- -------- ----------
+$3,340,874 $60,257 $(20,235) $3,300,852
+========== ======= ======== ==========
+January 31, 2001
+Corporate....... $1,486,495 $12,801 $(11,239) $1,484,933
+Governmental.... 3,876,028 17,063 (22,014) 3,880,979
+---------- ------- -------- ----------
+$5,362,523 $29,864 $(33,253) $5,365,912
+========== ======= ======== ==========
+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--$507,876; One to Five Years--$1,887,726; Six to Ten Years--$619,010
+and greater than Ten Years--$326,262. 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,
+-----------------------
+2002 2001
+----------- -----------
+Materials and Supplies $ 5,850,797 $ 5,921,934
+Work-in-Progress...... 961,279 1,282,466
+Finished Goods........ 3,431,106 3,578,025
+----------- -----------
+$10,243,182 $10,782,425
+=========== ===========
+28
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+Note 4--Debt
+Debt consists of the following:
+January 31,
+---------------
+2002 2001
+------- -------
+Capital Lease Obligations $24,755 $71,587
+Less: Current Maturities. 24,755 46,832
+------- -------
+$ -- $24,755
+======= =======
+Note 5--Shareholders' Equity
+Common Stock: The Company's Board of Directors has authorized the purchase
+of up to an additional 290,000 shares of the Company's common stock on the open
+market in the future. The Company repurchased 201,600, and 77,000 shares, of
+its common stock in fiscal 2001 and 2000, respectively.
+The Company maintains the following benefit plans involving the Company's
+common stock:
+Stock Option Plans: As of January 31, 2002, 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 1,000,000 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:
+Weighted Average
+Number Option Price Option Price Per
+of Shares Per Share Share
+--------- -------------- ----------------
+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 Granted...................... 363,000 $ 3.75- $4.31 $4.31
+Options Expired...................... (44,375) $ 4.31-$11.25 $7.20
+---------
+Options Outstanding, January 31, 2002 1,653,075 $ 3.33-$13.00 $6.64
+---------
+Options Exercisable, January 31, 2002 1,503,033 $ 3.33-$13.00 $6.74
+---------
+Options Exercisable, January 31, 2001 1,198,450 $ 3.33-$13.00 $7.40
+=========
+29
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+Set forth below is a summary of options outstanding at January 31, 2002:
+Outstanding Exercisable
+----------------------------------------------------------- --------------------------
+Range of Weighted Average Remaining Weighted Average
+Exercise prices Options Exercise Price Contractual Life Options Exercise Price
+--------------- --------- ---------------- ---------------- --------- ----------------
+$3.33-$5.00 598,125 $ 4.51 9 yrs. 556,210 $ 4.53
+$5.50-$8.25 725,450 $ 7.15 7 yrs. 631,448 $ 7.37
+$8.31-$8.50 207,500 $ 8.40 5 yrs. 207,500 $ 8.40
+$9.25-$13.00 122,000 $11.10 2 yrs. 107,875 $11.21
+--------- ---------
+1,653,075 $ 6.64 1,503,033 $ 6.74
+At January 31, 2002, options covering 572,300 shares under the incentive
+plans, 600,000 shares under the non-qualified plan and 9,000 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 Accounting
+Principles Board (APB) Opinion 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:
+Years Ended January 31
+------------------------------
+2002 2001 2000
+--------- --------- --------
+Net Income (Loss)
+As reported............... $(233,101) $ 302,489 $936,643
+Pro forma................. $(605,180) $(659,956) $599,322
+Net Income (Loss) per share
+As reported............... $ (0.05) $ 0.07 $ 0.21
+Pro forma, Basic.......... $ (0.14) $ (0.15) $ 0.14
+Pro forma, Diluted........ $ (0.14) $ (0.15) $ 0.13
+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 2002, 2001 and 2000 was $1.11, $2.22, and $1.60, respectively.
+Years Ended January 31,
+----------------------
+2002 2001 2000
+---- ---- ----
+Risk-free interest rate 4.1% 6.3% 5.5%
+Expected life (years).. 5 5 5
+Expected volatility.... 36.0% 36.0% 35.5%
+Expected dividend yield 4.0% 2.9% 2.8%
+30
+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 were initially reserved for issuance under the Plan. Summarized Plan
+activity is as follows:
+Years Ended January 31,
+----------------------
+2002 2001 2000
+------ ------ ------
+Shares Reserved, Beginning 91,675 94,920 98,426
+Shares Purchased.......... (4,247) (3,245) (3,506)
+------ ------ ------
+Shares Reserved, Ending... 87,428 91,675 94,920
+====== ====== ======
+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 both fiscal 2001 and 2000.No amounts were owed
+or accrued in fiscal 2002.
+Note 6--Income Taxes
+The components of domestic and foreign income (loss) before the provision
+(benefit) for income taxes are as follows:
+Years Ended January 31,
+-------------------------------
+2002 2001 2000
+--------- -------- ----------
+Domestic. $(457,950) $ (6,989) $1,021,075
+Foreign.. 166,143 409,478 227,782
+--------- -------- ----------
+Total. $(291,807) $402,489 $1,248,857
+========= ======== ==========
+The components of the provision (benefit) for income taxes were as follows:
+Years Ended January 31,
+-------------------------------
+2002 2001 2000
+--------- --------- ---------
+Current:
+Federal. $ 38,689 $ 194,810 $ 387,820
+State... 11,300 (6,600) 53,842
+Foreign. 51,999 94,200 57,000
+--------- --------- ---------
+101,988 282,410 498,662
+--------- --------- ---------
+Deferred:
+Federal. (143,018) (160,598) (164,143)
+State... (17,676) (21,812) (22,305)
+--------- --------- ---------
+(160,694) (182,410) (186,448)
+--------- --------- ---------
+$ (58,706) $ 100,000 $ 312,214
+========= ========= =========
+31
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+The provision (benefit) 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,
+-----------------------------
+2002 2001 2000
+-------- -------- ---------
+Income Tax Provision (Benefit) at Statutory Rate $(99,215) $136,846 $ 424,611
+State Taxes, Net of Federal Income Tax Benefits. (13,879) (18,763) 57,697
+Nontaxable Interest Income...................... (14,654) (17,625) (19,219)
+Amortization of Intangibles..................... 12,342 12,342 (24,663)
+Utilization of Net Operating Loss Carryforward.. -- -- (92,048)
+Research and Development Tax Credits............ -- -- (133,000)
+Other, Net...................................... 56,700 (12,800) 98,836
+-------- -------- ---------
+$(58,706) $100,000 $ 312,214
+======== ======== =========
+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,
+----------------------
+2002 2001
+---------- ----------
+Deferred Tax Assets:
+Reserves and Accruals Not Yet Deducted for Tax Purposes..... $1,332,827 $1,319,618
+Unrealized Foreign Currency Losses.......................... 65,946 66,950
+Net Operating Loss Carryforwards............................ 105,000 94,485
+Other....................................................... 427,647 398,448
+Valuation Allowance......................................... (105,000) (94,485)
+---------- ----------
+1,826,420 1,785,016
+Deferred Tax Liabilities:
+Accumulated Tax Depreciation in Excess of Book Depreciation. 610,157 580,915
+Other....................................................... 266,710 415,242
+---------- ----------
+876,867 996,157
+---------- ----------
+Net Deferred Tax Assets........................................ $ 949,553 $ 788,859
+========== ==========
+At January 31, 2002, the valuation allowance relates to the Company's wholly
+owned subsidiaries, Astro-Med GMBH and Astro-Med SRL, net operating loss
+carryforward (NOLs) of approximately $105,000 which can be carryforward
+indefinitely. The future tax benefits of these NOLs are 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,
+-----------------
+2002 2001
+-------- --------
+Machinery and Equipment....... $176,020 $176,020
+Less: Accumulated Amortization 146,681 88,008
+-------- --------
+$ 29,339 $ 88,012
+======== ========
+32
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+Minimum lease payments under noncancellable leases at January 31, 2002 were
+as follows:
+Capital Operating
+Year Ending January 31, Lease Leases
+----------------------- ------- ---------
+2003....................................... $25,296 $293,526
+2004....................................... -- 163,623
+2005....................................... -- 60,111
+2006....................................... -- 33,492
+2007 and Thereafter........................ -- 80,128
+------- --------
+Net Minimum Lease Payments................. 25,296 $630,880
+--------
+Less Amount Representing Interest.......... (541)
+-------
+Current Value of Net Minimum Lease Payments $24,755
+=======
+The Company incurred rent expense in the amount of $349,940, $381,560 and
+$315,200 for the fiscal years 2002, 2001 and 2000, respectively.
+Note 8--Nature of Operations, Segment Reporting and Geographical 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 have historically been aggreagated
+into a single reporting segment based on certain similarities in the nature and
+characteristics of the products and services and the lack of the availiability
+of the financial information at the product group level. The Company has
+evolved to the point where it can now place additional emphasis on the
+finanical information generated at the product group level, consequently, the
+Company will report three reporting segments consistent with its sales product
+groups Test & Measurement (T&M); QuickLabel Systems (QLS) and Grass-Telefactor
+(G-T). As a result, the Company has restated the prior years segment data to
+present all periods on a comparable basis.
+T&M produces data recording equipment used worldwide for a variety of
+recording, monitoring and troubleshooting applications for the aerospace,
+automotive, metal mill, power and telecommunications industries. QLS produces
+an array of high-technology digital label printers, automatic labelers, print
+and apply systems, labeling software and consumables for a variety of
+commerical industries worldwide. Grass-Telefactor produces a range of
+instrumentation equipment and supplies for clinical neurophysiology (EEG and
+epilepsy monitoring), polysomnography (PSG - Sleep Monitoring) and biomedical
+research applications used worldwide by universities, medical centers and
+companies engaged in a variety of clinical and research activities. The
+accounting policies of the reporting segments are the same as those described
+in the summary of significant accounting policies within the notes to the
+consolidated financial statements. The Company evaluates segment performance
+based on the segment profit before corporate and financial administration
+expenses.
+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.
+33
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+The following tables summarize selected financial information by segment:
+Sales Segment Operating Profit Operating Profit %
+(in thousands) ----------------------- ------------------------ -----------------
+2002 2001 2000 2002 2001 2000 2002 2001 2000
+------- ------- ------- ------ ------ ------ ---- ---- ----
+T&M.............................. $12,057 $13,905 $14,829 $ 675 $1,639 $2,006 5.6% 11.8% 13.5%
+QLS.............................. 20,928 19,891 17,914 863 1,295 688 4.1% 6.5% 3.8%
+Grass-Telefactor................. 16,406 17,892 13,400 817 535 1,350 5.0% 3.0% 10.1%
+------- ------- ------- ------ ------ ------ --- ---- ----
+Total............................ $49,391 $51,688 $46,143 2,355 3,469 4,044 4.8% 6.7% 8.8%
+======= ======= ======= ====== ====== ====== === ==== ====
+Corporate Expenses............... 3,083 3,388 3,253
+------ ------ ------
+Operating Income (Loss).......... (728) 81 791
+Other Income (Expenses).......... 436 321 458
+------ ------ ------
+Income (Loss) Before Income Taxes (292) 402 1,249
+Income Taxes Expense (Benefit)... (59) 100 312
+------ ------ ------
+Net Income (Loss)................ $ (233) $ 302 $ 937
+====== ====== ======
+Presented below is selected information by segment:
+Amortization and
+Depreciation Capital Expenditures
+(in thousands) -------------------- --------------------
+2002 2001 2000 2002 2001 2000
+------ ------ ------ ---- ------ ----
+T&M............. $ 490 $ 514 $ 453 $303 $ 321 $164
+QLS............. 572 810 582 325 455 558
+Grass-Telefactor 580 451 321 283 428 253
+------ ------ ------ ---- ------ ----
+Total........... $1,642 $1,775 $1,356 $911 $1,204 $975
+====== ====== ====== ==== ====== ====
+Presented below is selected assets by segment:
+Assets
+(in thousands) -----------------------
+2002 2001 2000
+------- ------- -------
+T&M............. $ 7,568 $ 8,220 $ 6,934
+QLS............. 12,891 13,546 14,157
+Grass-Telefactor 9,861 10,625 10,498
+Corporate*...... 8,084 8,668 13,796
+------- ------- -------
+Total........... $38,404 $41,059 $45,385
+======= ======= =======
+* Corporate assets consist primarily of cash, investments and income tax
+accounts.
+34
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+Presented below is selected financial information by geographic area:
+Sales Long-Lived Assets
+(in thousands) ----------------------- -----------------------
+2002 2001 2000 2002 2001 2000
+------- ------- ------- ------- ------- -------
+United States............ $35,657 $37,893 $33,866 $ 9,645 $10,106 $10,906
+Europe................... 7,588 7,994 7,054 558 582 468
+Asia..................... 2,141 1,532 1,296 -- -- --
+Canada................... 1,853 2,096 1,976 87 65 7
+Central and South America 1,559 1,337 1,216 -- -- --
+Other.................... 593 836 735 -- -- --
+------- ------- ------- ------- ------- -------
+Total.................... $49,391 $51,688 $46,143 $10,290 $10,753 $11,381
+======= ======= ======= ======= ======= =======
+No single customer accounted for 10% of net sales in fiscal 2002, 2001, or
+2000.
+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 $165,000 in 2002 and $230,000 in both 2001 and
+2000, respectively.
+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. At January 31, 2002, no
+additional consideration is owed to the sellers. 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. However, see Long-Lived Assets under Note 1 Summary of
+Significant Accounting policies with respect to the required changes in the
+accounting for goodwill.
+35
+ASTRO-MED, INC.
+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,
+2002........................ $467,882 $ 30,000 $145,440 -- $352,442
+2001........................ $405,783 $193,341 $131,242 -- $467,882
+2000........................ $212,337 $167,234 $ 42,414 $68,626 $405,783
+--------
+(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.
+36
\ No newline at end of file
diff --git a/raw/filings/0000008146/2001/0000927016-02-002014/filing_metadata.csv b/raw/filings/0000008146/2001/0000927016-02-002014/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..2048c4d68b03b8f10ebadde14d6f03e4913f6988
--- /dev/null
+++ b/raw/filings/0000008146/2001/0000927016-02-002014/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+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
diff --git a/raw/filings/0000008146/2001/0000927016-02-002014/item1.txt b/raw/filings/0000008146/2001/0000927016-02-002014/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..359392d3ada9dfe65d6e27f8a197f9feac146918
--- /dev/null
+++ b/raw/filings/0000008146/2001/0000927016-02-002014/item1.txt
@@ -0,0 +1,294 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2001/0000927016-02-002014/item13.txt b/raw/filings/0000008146/2001/0000927016-02-002014/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..781198ab23f6ffb7d53e0eb4dc2f4ae6cf57bc8c
--- /dev/null
+++ b/raw/filings/0000008146/2001/0000927016-02-002014/item13.txt
@@ -0,0 +1,3 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2001/0000927016-02-002014/item9a.txt b/raw/filings/0000008146/2001/0000927016-02-002014/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2001/0000927016-02-002014/rp_note.txt b/raw/filings/0000008146/2001/0000927016-02-002014/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2001/0000927016-02-002014/rpt_disclosure.txt b/raw/filings/0000008146/2001/0000927016-02-002014/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2002/0000927016-03-001789/filing.txt b/raw/filings/0000008146/2002/0000927016-03-001789/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..97f1b6bdc5a0c93004db33fdae0de409e90538bf
--- /dev/null
+++ b/raw/filings/0000008146/2002/0000927016-03-001789/filing.txt
@@ -0,0 +1,2983 @@
+10-K
+1
+d10k.htm
+FORM 10-K
+Form 10-K 
+Table of Contents 
+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, 2003 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934] 
+For the transition period
+from to
+Commission file number 0-13200 
+Astro-Med, Inc. 
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+(Address of
+principal executive offices) 
+02893 
+(Zip Code) 
+Registrant’s telephone number, including area code: (401) 828-4000 
+Securities registered pursuant to Section 12(b) of the Act: 
+Title of each class 
+Name of each exchange 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 x No ¨ 
+Indicate by check mark whether the registrant is an accelerated filer. Yes ¨ No x 
+State the aggregate market value of the voting stock held by 
+non-affiliates of the registrant as of March 21, 2003. 
+Common Stock, $0.05
+Par Value: $9,954,805 
+Indicate the number of shares outstanding (excluding treasury shares) 
+of each of the issuer’s classes of common stock as of March 21, 2003. 
+Common Stock, $0.05 Par Value:
+4,270,712 shares 
+DOCUMENTS INCORPORATED BY
+REFERENCE 
+Portions of the Company’s
+definitive proxy statement for the 2003 annual meeting of shareholders are incorporated by reference into Part III. 
+Table of Contents 
+ASTRO-MED,
+INC. 
+FORM 10-K ANNUAL REPORT
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-8 
+Item 2. 
+Properties 
+8-9 
+Item 3. 
+Legal Proceedings 
+9 
+Item 4. 
+Submission of Matters to a Vote of Security Holders 
+9 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock and Related Stockholder Matters 
+9 
+Item 6. 
+Selected Financial Data 
+10 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+10-15 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+15 
+Item 8. 
+Financial Statements and Supplementary Data 
+15 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+16 
+PART III 
+Item 10. 
+Directors and Executive Officers of the Registrant 
+16-17 
+Item 11. 
+Executive Compensation 
+17 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management 
+17 
+Item 13. 
+Certain Relationships and Related Transactions 
+17 
+PART IV 
+Item 14. 
+Controls and Procedures 
+17-18 
+Item 15. 
+Exhibits, Financial Statement Schedules and Reports on Form 8-K 
+18-22 
+2 
+Table of Contents 
+ASTRO-MED,
+INC. 
+PART I 
+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. 
+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. 
+Location 
+Approximate Square 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: 
+Location 
+Approximate Square Footage 
+Principal Use 
+West Conshohocken, PA 
+2,500 
+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 
+Costa Mesa, CA 
+980 
+Sales and service 
+Milano, Italy 
+753 
+Sales and service 
+8 
+Table of Contents 
+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. 
+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. 
+Years Ended January 31, 
+High 
+Low 
+Dividends Per Share 
+2003 
+First Quarter 
+$4.30 
+$3.55 
+$0.04 
+Second Quarter 
+$4.45 
+$3.40 
+$0.04 
+Third Quarter 
+$4.10 
+$3.10 
+$0.04 
+Fourth Quarter 
+$4.25 
+$2.99 
+$0.04 
+2002 
+First Quarter 
+$5.00 
+$3.87 
+$0.04 
+Second Quarter 
+$4.94 
+$4.10 
+$0.04 
+Third Quarter 
+$4.40 
+$3.40 
+$0.04 
+Fourth Quarter 
+$4.48 
+$3.50 
+$0.04 
+The
+Company had approximately 390 shareholders of record on March 21, 2003, which does not reflect shareholders with beneficial ownership in shares held in nominee name. 
+Shareholder Services 
+Shareholders of Astro-Med, Inc. who desire information about the Company are invited to contact the Investor Relations Department,
+Astro-Med, Inc., 600 East Greenwich Avenue, West Warwick, RI 02893 or call (401) 828-4000. Visit our Investor Relations website at www.astro-med.com . We make available free of charge on our Internet website our annual report on Form 10-K,
+quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file
+such material with, or furnish it to, the SEC. 
+Dividend
+Policy 
+The Company began a program of
+paying annual cash dividends in the second quarter of fiscal 1992. Previously, no cash dividends had been declared or paid by the Company since inception. The Company anticipates that it will continue to pay cash dividends on a annual basis.
+9 
+Table of Contents 
+Item
+6. 
+Selected Financial Data 
+(Dollars in Thousands, Except Per Share Amounts) 
+2003 
+2002 
+2001 
+2000 
+1999 
+Results of Operations: 
+Net Sales 
+$ 
+48,973 
+$ 
+49,391 
+$ 
+51,688 
+$ 
+46,143 
+$ 
+42,166 
+Net Income (Loss) 
+$ 
+(1,882 
+) 
+$ 
+(233 
+) 
+$ 
+302 
+$ 
+937 
+$ 
+496 
+Net Income (Loss) per Common Share—Basic 
+and Diluted 
+$ 
+(0.44 
+) 
+$ 
+(0.05 
+) 
+$ 
+0.07 
+$ 
+0.21 
+$ 
+0.11 
+Dividends Declared per Common Share 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+Financial Condition: 
+Working Capital 
+$ 
+18,825 
+$ 
+21,455 
+$ 
+21,908 
+$ 
+22,453 
+$ 
+25,507 
+Total Assets 
+$ 
+35,210 
+$ 
+38,404 
+$ 
+41,059 
+$ 
+45,385 
+$ 
+41,754 
+Long-Term Debt, less Current Maturities 
+$ 
+— 
+$ 
+— 
+$ 
+25 
+$ 
+72 
+$ 
+17 
+Item
+7. 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Results of Operations 
+Fiscal 2003 compared to Fiscal 2002 
+The Company’s sales in fiscal 2003 were $49.0 million, down less than 1.0% from the prior year’s sales of $49.4 million.
+Domestic sales increased $0.3 million to $36.0 million, a 1.0% increase over fiscal 2002, while international sales declined $0.7 million to $13.0 million. 
+Gross profit decreased 5.3% to $18.1 million in fiscal 2003 from $19.1 million in fiscal 2002. The Company’s gross profit margin
+declined to 36.9% from 38.7%. The decline in gross profit can be attributed primarily to the change in sales mix. 
+Selling, general and administrative spending (SG&A) declined 7.5% to $14.9 million from $16.1 million. The decline in SG&A
+expenses can be attributed to lower personnel costs, lower advertising expenses, lower commissions and the elimination of goodwill amortization. Research & Development (R&D) expenses increased to $4.3 million in fiscal 2003 from $3.7 million
+in fiscal 2002. R&D as a percentage of sales increased to 8.8% in this fiscal year as compared 7.6% in the prior year. 
+In fiscal year 2003, the Company implemented an organizational restructuring in an effort to reduce costs and streamline operations. The
+restructuring included workforce reductions in all areas of the Company and a significant curtailment of its Pennsylvania research facility. The Company eliminated 28 employees or approximately 8% of its workforce. In fiscal 2003, the Company
+recorded $490,000 of restructuring and impairment charges. These charges included $364,000 of severance and related termination benefit costs and a $126,000 charge to write-down the value of equipment used at the research facility. At January 31,
+2003, $336,000 of severance and related termination benefit costs were accrued. The majority of these costs will be paid in the first quarter of fiscal year 2004. The Company anticipates eliminating approximately $2.0 million of payroll and other
+costs through the workforce reduction. 
+Interest
+and dividend income declined in fiscal 2003 to $198,000 from $248,000 in fiscal 2002. The decrease is due to lower yields on investments. Other income/expense, net for fiscal 2003 was $329,000 as compared to last fiscal year’s other
+income/expense, net of $192,000. The favorable $137,000 change in other income/expense, net is attributed primarily to $145,000 of favorable foreign exchange gains during fiscal 2003. 
+The Company recorded a tax expense of $0.8 million for fiscal 2003. This provision was primarily the result
+of providing a full valuation allowance for the Company’s deferred tax assets. The Company had previously provided valuation allowances only for certain foreign losses. As a result of a review undertaken at January 31, 2003 and our cumulative
+loss position at that date, management concluded that it was appropriate to establish a full valuation allowance for its net deferred tax assets. 
+10 
+Table of Contents 
+The Company reports three segments that mirror the Company’s sales product groups
+(i.e., T&M, QLS and G-T). The Company evaluates segment performance based on the operating segment’s profit before corporate and financial administration expenses. 
+The following table summarizes selected financial information by segment: 
+(in thousands) 
+Sales 
+Segment Operating Profit 
+Operating Profit % 
+2003 
+2002 
+2001 
+2003 
+2002 
+2001 
+2003 
+2002 
+2001 
+T&M 
+$ 
+11,943 
+$ 
+12,057 
+$ 
+13,905 
+$ 
+1,021 
+$ 
+675 
+$ 
+1,639 
+8.5 
+% 
+5.6 
+% 
+11.8 
+% 
+QLS 
+21,546 
+20,928 
+19,891 
+114 
+863 
+1,295 
+0.5 
+% 
+4.1 
+% 
+6.5 
+% 
+Grass-Telefactor 
+15,484 
+16,406 
+17,892 
+316 
+817 
+535 
+2.0 
+% 
+5.0 
+% 
+3.0 
+% 
+Total 
+$ 
+48,973 
+$ 
+49,391 
+$ 
+51,688 
+$ 
+1,451 
+$ 
+2,355 
+$ 
+3,469 
+3.0 
+% 
+4.8 
+% 
+6.7 
+% 
+Corporate Expenses 
+3,039 
+3,083 
+3,388 
+Operating (Loss) Income 
+(1,588 
+) 
+(728 
+) 
+81 
+Other Income 
+526 
+436 
+321 
+(Loss) Income Before Income Taxes 
+(1,062 
+) 
+(292 
+) 
+402 
+Income Taxes Expense (Benefit) 
+820 
+(59 
+) 
+100 
+Net (Loss) Income 
+$ 
+(1,882 
+) 
+$ 
+(233 
+) 
+$ 
+302 
+The
+operating results of each segment are summarized as follows: 
+T&M’s sales decreased to $11.9 million in fiscal 2003 from $12.1 million, approximately a 1% decrease from the previous year. Both T&M’s domestic and international sales were 1% lower than the prior year.
+T&M’s segment profit margin improved to 8.5% in fiscal 2003 from 5.6% in the previous year. The improvement in T&M’s margin can be attributed to a favorable change in sales mix resulting from the increased sales of the Dash 18
+recorder and the ruggedized airborne cockpit printer, partially offset by a decline in Everest sales. In addition, T&M’s margins improved as a result of lower materials costs resulting from bringing the production of certain components
+in-house. 
+QLS’s sales increased to $21.6
+million in fiscal 2003 from $20.9 million, a 3.0% increase over the previous year. Fiscal 2003 domestic sales were 2.3% higher than the previous year. International sales were 4.3% higher than the previous year. Although, QLS’s sales were up
+for the year there was a significant change in the composition of QLS’s sales. QLS’s media sales increased 16.6% over the prior year while QLS’s printer system sales declined by 18.9%. QLS’s fiscal 2003 segment profit margin
+declined to 0.5% down from 4.1% in the previous year. The decline in margin is primarily attributed to the significant change in sales mix between QLS’s printer system and media products. In addition, QLS’s results include a restructuring
+charge of $30,000. 
+G-T’s sales decreased to
+$15.5 million in fiscal 2003 from $16.4 million, a 5.5% decrease over the previous year. The decline in G-T’s sales is attributed to a 23.3% decrease in G-T international sales. Domestic sales were up 1.1% over the previous year. The G-T’s
+segment operating margin declined to 2.0% in fiscal 2003 from 5.0% in the previous year. The decline in margin is primarily attributed to the $413,000 restructuring and impairment charge incurred in fiscal 2003. 
+Fiscal 2002 compared to Fiscal 2001 
+The Company’s sales in fiscal 2002 decreased $2.3
+million to $49.4 million, a 4.7% decrease over fiscal 2001 sales of $51.7 million. Domestic sales declined $2.2 million to $35.6 million a 6.6% decrease over fiscal 2001, while international sales declined $0.1 million to $13.8 million.
+11 
+Table of Contents 
+Gross profit decreased 8.2% to $19.1 million in fiscal 2002 from $20.8 million in fiscal
+2001. The Company’s gross profit margin declined to 38.7% from 40.2%. The decline in gross profit can be attributed primarily to the decline in sales, lower margins on T&M’s new products and lower margins on QLS products. 
+Selling, general and administrative spending (SG&A)
+declined 2.4% to $16.1 million from $16.5 million. Research & Development (R&D) expenses declined to $3.7 million in fiscal 2002 from $4.3 million in fiscal 2001. R&D as a percentage of sales declined to 7.6% in this fiscal year as
+compared 8.2% in the prior year. The decline in both the SG&A and R&D expenses can be attributed to the workforce reductions undertaken over the past two years and certain temporary lay-offs at the end of fiscal 2002. 
+Interest and dividend income declined in fiscal 2002 to
+$248,000 from $458,000 in fiscal 2001. The decrease is due to lower investment levels and lower yields on investments. Other income for fiscal 2002 was $192,000 as compared to last fiscal year’s expense of $126,000. The favorable $318,000
+change in other income/expense, net is attributed primarily to the following; a $165,000 gain on the settlement of litigation, $68,000 of grant income relating to research performed for the National Institute of Health, and a $94,000 improvement in
+foreign exchange losses. In the prior year, the net foreign exchange loss was $116,000 as compared to a net foreign exchange loss for the current year of $22,000. 
+The Company reports three segments that mirror the Company’s sales product groups (i.e., T&M, QLS
+and G-T). The Company evaluates segment performance based on the operating segment’s profit before corporate and financial administration expenses. 
+The operating results of each segment are summarized as follows: 
+T&M’s sales decreased to $12.1 million in fiscal 2002 from $13.9 million, a 12.9% decrease from the
+previous year. Both T&M’s domestic and international sales were lower as a result of the delays in the introduction of the new Dash 18 recorder. The decline in T&M sales can also be attributed to the 34% decrease in international sales.
+T&M’s segment profit margin declined to 5.6% in fiscal 2002 from 11.8% in the previous year. The decline in T&M’s margin is attributed to higher material costs and manufacturing inefficiencies associated with its new
+state-of-the-art products. 
+QLS’s sales
+increased to $20.9 million in fiscal 2002 from $19.9 million, a 5.0% increase over the previous year. Fiscal 2002 domestic sales were essentially flat with the previous year and fiscal 2002 international sales were 17.8% higher than the previous
+year. QLS’s fiscal 2002 segment profit margin declined to 4.1% down from 6.5% in the previous year. The decline in margin is attributed to higher international sales with lower margins. 
+G-T’s sales decreased to $16.4 million in fiscal 2002
+from $17.9 million, an 8.4% decrease over the previous year. The decline in G-T’s sales is attributed to the lower domestic clinical sales resulting from the delay in the introduction of the new PSG (sleep) software application and high
+turnover in the clinical sales force. The G-T segment operating margin improved to 5.0% in fiscal 2002 from 3.0% in the previous year. The margin improvement can be attributed to the workforce reduction undertaken over the last two years.
+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. 
+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 $2.0 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. 
+12 
+Table of Contents 
+The
+Company’s Statements of Cash Flows for the three years ending January 31, 2003, 2002 and 2001 are included on page 30. Net cash flow provided by operating activities in fiscal year 2003 and 2002 were $2.7 million and $1.3 million, respectively.
+The increase in net cash flow from operations in fiscal 2003 is attributed primarily to the lower accounts receivable and inventory balances and the timing of payments to vendors. Working capital balances at January 31, 2003 were $18.8 million, a
+13% reduction from the $21.5 million at January 31, 2002. The composition of fiscal 2003 year-end working capital balance includes cash and marketable securities of $7.3 million as compared to $5.9 million of cash and marketable securities at the
+end of last year. The Company’s cash collection cycle decreased to 53 days sales outstanding from the prior year’s 60 days. 
+Net cash flow used by investing activities was $1.3 million in fiscal 2003. Net cash flow provided by investing activities in fiscal 2002
+and 2001 were $1.2 million and $0.9 million, respectively. The significant change in the cash flow in investing activities in 2003 versus the previous two years is attributed to the fact the Company liquidated certain securities available for sale
+in 2002 and 2001 to fund its cash requirements. Capital expenditures were $0.6 million, $0.9 million and $1.2 million in fiscal 2003, 2002 and 2001, respectively. 
+Net cash used by financing activities was $0.7 million in fiscal 2003, $0.7 million in fiscal 2002 and $1.5
+million in fiscal 2001. Dividends paid for the three-years ended fiscal 2003, 2002, and 2001 were $0.7 million, respectively. The Company’s annual dividend per share was $0.16 in all three years. In fiscal 2001, the Company repurchased common
+stock at a cost of $0.8 million. Since the inception of the stock buy back program in fiscal 1997, the Company has repurchased 867,824 shares of its common stock. At January 31, 2003, the Company has Board of Directors’ authorization to
+purchase an additional 290,000 shares of the Company’s common stock in the future. 
+Other 
+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. 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.
+At January 31, 2003, no additional consideration was owed to the sellers. 
+Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We
+believe that our most critical accounting policies upon which our financial condition depends, and which involve the most complex or subjective decisions or assessments are as follows: 
+Revenue Recognition: The majority of the Company’s product sales are recorded at the
+time of shipment and when persuasive evidence of an arrangement exists, the price to the buyer is fixed or determinable and collectibility is reasonably assured. Provisions are made at the time the related revenue is recognized for the cost of any
+installation obligations. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. 
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future product
+warranty claims and bad debts are recorded in cost of sales and selling, general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also
+factoring in any new business conditions that might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. The Company also periodically evaluates the adequacy of its
+reserves for warranty and bad debts recorded in its consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty claims can extend far into the future and bad debt analysis often involves subjective
+analysis of a particular customer’s ability to pay. As a result, significant judgment is required by the Company in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. The Company believes
+that its procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+13 
+Table of Contents 
+Customer
+Returns: Customer returns are recorded on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period. The
+Company generally estimates customer returns based upon its historical experience while making adjustments for any changes in business conditions. 
+Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions
+to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of the Company analyzing the inventory supply on hand and estimating the net realizable value of the
+inventory based on historical experience, current business conditions and anticipated future sales. 
+Income taxes: The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards
+(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. The Company has historically had prepaid income tax assets due principally to the unfavorable tax consequences of recording expenses for required book reserves for such things as, bad debts, inventory valuation, and warranty that
+cannot be deducted for income tax purposes until such expenses are actually paid. The Company’s deferred tax liabilities consist primarily of favorable tax consequences associated with accelerated depreciation methods for tax purposes. SFAS No.
+109 requires that a valuation allowance be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered,
+including the Company’s performance, the market environment in which the Company operates, length of carryforwards periods, existing sales backlog and future sales projections. We had previously provided valuation allowances only for future tax
+benefits resulting from certain foreign losses. However, where there are cumulative losses in recent years, SFAS 109 creates a strong presumption that a valuation allowance is needed. This presumption can be overcome in very limited circumstances.
+As a result of our cumulative loss position at January 31, 2003 and the increased uncertainty relative to the timing of profitability in future periods, we concluded that is was appropriate to establish a valuation allowance for our entire net
+deferred tax asset. The Company established a full valuation allowance for our remaining deferred tax assets. As a result, the valuation allowance for deferred tax assets increased from $105,000 at January 31, 2002 to $1.4 million at January 31,
+2003. We expect to record a full valuation allowance on future tax benefits until we can sustain an appropriate level of profitability and until such time, we would not expect to recognize any significant tax benefits in our future results of
+operations, except as those benefits are realized on the tax return. 
+Long-Lived Asset and Goodwill: The impairment of Long-lived assets to be held and used are reviewed for impairment in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of
+Long-Lived Assets” whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the
+use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Goodwill impairment reviews are performed in accordance with the
+provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”. The Company performs the goodwill impairment review in the fourth quarter of each fiscal year, unless events or circumstances change. 
+New Accounting Pronouncements 
+In November 2002, FASB Interpretation (“FIN”) No.
+45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” was issued. The interpretation provides guidance on the guarantor’s accounting and disclosure
+requirements for guarantees, including indirect guarantees of indebtedness of others. The Company has adopted the disclosure requirements of the interpretation as of January 31, 2003. The accounting guidelines are applicable to guarantees issued
+after December 31, 2002 and require that the Company record a liability for the fair value of such guarantees in the balance sheet. 
+In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” which
+amended SFAS No. 123, “Accounting for Stock-Based Compensation”. This 
+14 
+Table of Contents 
+Statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based
+compensation. It also amends the disclosure provisions to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation. The provisions of this
+Statement are to be applied to financial statements for fiscal years ending after December 15, 2002. As permitted by the Statement, the Company does not plan to adopt the fair value recognition provisions at this time. The Company has adopted the
+disclosure provisions of this Statement as of January 31, 2003. 
+In January 2003 FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” was issued. This interpretation requires a company to consolidate variable interest entities (“VIE”) if the enterprise is a
+primary beneficiary (holds a majority of the variable interest) of the VIE and the VIE passes specific characteristics. It also requires additional disclosures for parties involved with VIEs. The provisions of this interpretation are effective in
+fiscal year 2004. The Company does not expect the adoption of this interpretation will have an impact on its consolidated financial position or results in operation. 
+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, 2003, the Company’s investment in foreign assets was $0.8 million. An overall unfavorable change in foreign exchange rates of 10% would
+have resulted in an additional net loss of approximately $86,000 and a $240,000 reduction in shareholders’ equity as a result of the impact on the cumulative translation adjustment. 
+The Company, on occasion, utilizes foreign exchange option contracts to minimize its exposure associated with
+unfavorable changes in foreign exchanges rates on certain foreign denominated receivables. At January 31, 2003, the Company did not have any open contracts. The functional currencies of the Company’s foreign affiliates are their respective
+local operating currencies, which are translated for consolidated financial reporting purposes into U.S. dollars. 
+Item 8. 
+Financial Statements and Supplementary Data 
+The consolidated financial statements required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1). The supplementary data regarding annual
+results of operations is set forth in the following table. 
+ANNUAL FINANCIAL DATA (Unaudited) 
+(Dollars in Thousands, Except Per Share Amounts) 
+Quarters Ended 
+May 4, 2002 
+August 3, 2002 
+November 2, 2002 
+January 31, 2003* 
+Net Sales 
+$ 
+11,381 
+$ 
+12,923 
+$ 
+11,747 
+$ 
+12,922 
+Gross Profit 
+$ 
+3,808 
+$ 
+4,856 
+$ 
+4,390 
+$ 
+5,031 
+Net Income (Loss) 
+$ 
+(632 
+) 
+$ 
+156 
+$ 
+(311 
+) 
+$ 
+(1,095 
+) 
+Net Income (Loss) Per Common Share—Basic and Diluted 
+$ 
+(0.15 
+) 
+$ 
+0.04 
+$ 
+(0.07 
+) 
+$ 
+(0.26 
+) 
+May 5, 2001 
+August 4, 2001 
+November 3, 2001 
+January 31, 2002 
+Net Sales 
+$ 
+12,436 
+$ 
+12,132 
+$ 
+12,399 
+$ 
+12,424 
+Gross Profit 
+$ 
+5,052 
+$ 
+4,766 
+$ 
+4,441 
+$ 
+4,847 
+Net Income (Loss) 
+$ 
+150 
+$ 
+(194 
+) 
+$ 
+(230 
+) 
+$ 
+41 
+Net Income (Loss) Per Common Share—Basic and Diluted 
+$ 
+0.04 
+$ 
+(0.05 
+) 
+$ 
+(0.05 
+) 
+$ 
+0.01 
+* 
+During the fourth quarter of January 31, 2003, the Company incurred a restructuring charge of $490,000 and a deferred tax asset valuation charge of $1.3 million.
+15 
+Table of Contents 
+Item
+9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+On June 28, 2002, the Company filed a Current Report on Form 8-K reporting under Item 4—changes in Registrant’s Certifying
+Accountant that the Board of Directors replaced Arthur Andersen LLP as Astro-Med, Inc.’s independent public accountants and on July 9, 2002, the Company filed a Current Report on Form 8-K reporting under Item 4—changes in
+Registrant’s Certifying Accountant that the Board of Directors engaged Ernst & Young LLP to serve as Astro-Med, Inc.’s independent public accountants for its fiscal year ending January 31, 2003. 
+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 2003 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 
+77 
+Chairman, Chief Executive Officer and Director 
+Everett V. Pizzuti 
+66 
+President, Chief Operating Officer and Director 
+Joseph P. O’Connell 
+59 
+Vice President and Treasurer, Chief Financial Officer 
+John B. Chatten 
+75 
+President, Grass—Telefactor Product Group 
+Elias G. Deeb 
+60 
+Vice President—Media Products 
+Michael J. Sullivan 
+52 
+Vice President and Chief Technology Officer 
+Stephen M. Petrarca 
+40 
+Vice President—Instrument Manufacturing 
+Michael F. Silveira 
+37 
+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. 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. He is an electronic engineer and has been with the Company for eighteen years. 
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in November 1998. He 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. 
+16 
+Table of Contents 
+Mr. Silveira
+joined the Company in 2000. He previously held financial management positions with Textron Inc., most recently serving in the Industrial Products, Mergers & Acquisitions group and with KPMG Peat Marwick LLP. He is a certified public accountant.
+Item 11. 
+Executive Compensation 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2003 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 2003 annual meeting of
+shareholders. 
+Equity Compensation Plan
+Information 
+The following
+table sets forth information about the Company’s equity compensation plans as of January 31, 2003: 
+Plan Category 
+Number of Securities 
+to be Issued Upon Exercise of Outstanding Options, Warrants and Rights 
+Weighted-Average Exercise Price of Outstanding Options, Warrants and
+Rights 
+Number of Securities Remaining Available for Future Issuances Under
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+(1) 
+$6.03 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+N/A 
+— 
+Total 
+(1) 
+$6.03 
+(2) 
+(1) 
+Includes 1,277,075 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans and 722,500 shares issuable
+upon exercise of outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees and 24,000 shares issuable upon exercise of outstanding stock options granted
+under the Astro-Med, Inc. Non-Employee Director Stock Option Plan. 
+(2) 
+Includes 12,000 shares available for issuance under the Astro-Med, Inc. 1993 Incentive Stock Option Plan, 335,300 shares under the Astro-Med, Inc. 1997 Incentive
+Stock Option Plan, 427,500 shares under the Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan and 6,000 shares reserved for issuance under the Astro-Med, Inc. Non-Employee Director Stock Option Plan. 
+Additional information regarding these equity compensation
+plans is contained in Note 5 to the Company’s Consolidated Financial Statements included in Item 15 hereto. 
+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. 
+PART IV 
+Item 14. 
+Controls and Procedures 
+Within the 90 days prior to the date of the Form 10-K, the Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Chairman of the Board (serving as the
+principal executive officer) and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chairman of the Board and the Chief
+Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known 
+17 
+Table of Contents 
+to them in a timely fashion. There have been no significant changes in the Company’s internal controls or, to the Company’s
+knowledge, in other factors that could significantly affect internal controls, subsequent to the date the Chairman of the Board and Chief Financial Officer completed their evaluation. 
+Item 15. 
+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 Auditors 
+25-26 
+Consolidated Balance Sheets as of January 31, 2003 and 2002 
+27 
+Consolidated Statements of Operations—Years Ended January 31, 2003, 2002 and
+2001 
+28 
+Consolidated Statements of Comprehensive Income (Loss) and Changes in Shareholders’
+Equity—Years Ended January 31, 2003, 2002, and 2001 
+29 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2003, 2002, and
+2001 
+30 
+Notes to Consolidated Financial Statements 
+31-41 
+(a)(2) Financial Statement Schedules: 
+Schedule II—Valuation and Qualifying Accounts and Reserves— 
+Years Ended January 31, 2003, 2002, and 2001 
+42 
+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. 
+(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) 
+18 
+Table of Contents 
+Exhibit Number 
+(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, as amended, filed as Exhibit
+4.3 to Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and incorporated by reference herein. 
+(10.7) 
+Employment Agreement between Astro-Med, Inc. and John B. Chatten dated as of December
+14, 1999(a). 
+(10.8) 
+Astro-Med, Inc. Management Bonus Plan (Group III) (a). 
+(21) 
+List of Subsidiaries of the Company. See page 23. 
+(23) 
+Consent of Independent Auditors. See page 23. 
+(23.1) 
+Consent of Independent Public Auditors. See page 24. 
+(99.1) 
+Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
+Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
+(99.2) 
+Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
+Sarbanes-Oxley Act of 2002 
+(a) 
+Management contract or compensatory plan or arrangement. 
+(b) 
+Reports on Form 8-K: 
+None 
+19 
+Table of Contents 
+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. 
+Date: April 11, 2003 
+ASTRO-MED, INC. 
+(Registrant) 
+By: /s/ A LBERT W. O NDIS 
+(Albert W. Ondis, Chairman) 
+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 / A LBERT W.
+O NDIS 
+Albert
+W. Ondis 
+Chairman and Director 
+(Principal Executive Officer) 
+April 11, 2003 
+/ S / E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+President and Director 
+(Principal Operating Officer) 
+April 11, 2003 
+/ S / J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Vice President and Treasurer (Principal Financial Officer) 
+April 11, 2003 
+/ S / M ICHAEL F.
+S ILVEIRA 
+Michael F. Silveira 
+Controller (Principal 
+Accounting Officer) 
+April 11, 2003 
+/ S / J ACQUES V.
+H OPKINS 
+Jacques V. Hopkins 
+Director 
+April 11, 2003 
+20 
+Table of Contents 
+ASTRO-MED,
+INC 
+CERTIFICATIONS PURSUANT TO SECTION 302 OF 
+THE SARBANES-OXLEY ACT OF 2002 
+CERTIFICATION 
+I, Albert W. Ondis, certify that: 
+1. I have reviewed this annual report on Form 10-K of Astro-Med, Inc; 
+2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
+circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 
+3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all
+material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 
+4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
+defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: 
+a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
+within those entities, particularly during the period in which this annual report is being prepared; 
+b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to
+the filing date of this annual report (the “Evaluation Date”); and 
+c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 
+5. The registrant’s other certifying officers and I have
+disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): 
+a) all significant deficiencies in the design or
+operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls;
+and 
+b) any fraud, whether or not
+material, that involves management or other employees who have a significant role in the registrant’s internal controls; and 
+6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in
+internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
+Date: April 11, 2003 
+/ S / A LBERT W.
+O NDIS 
+A.W. Ondis, Chairman 
+(Principal Executive Officer) 
+21 
+Table of Contents 
+CERTIFICATION 
+I, Joseph P. O’Connell, certify that: 
+1. I have reviewed this annual report on Form 10-K of Astro-Med,
+Inc; 
+2. Based on my knowledge, this annual report
+does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
+by this annual report; 
+3. Based on my knowledge, the
+financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
+this annual report; 
+4. The registrant’s other
+certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: 
+a) designed such disclosure controls and
+procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
+b) evaluated the effectiveness of
+the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and 
+c) presented in this annual report our conclusions about the effectiveness of the disclosure
+controls and procedures based on our evaluation as of the Evaluation Date; 
+5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons
+performing the equivalent function): 
+a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the
+registrant’s auditors any material weaknesses in internal controls; and 
+b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and 
+6. The registrant’s other certifying officers and I have
+indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective
+actions with regard to significant deficiencies and material weaknesses. 
+Date: April 11, 2003 
+/s/ J OSEPH P. O’C ONNELL 
+Joseph P. O’Connell 
+Vice President and Treasurer 
+(Principal Financial Officer) 
+22 
+Table of Contents 
+EXHIBIT 21
+LIST OF SUBSIDIARIES OF THE COMPANY
+Name 
+Jurisdiction of Organization 
+AWO, Inc. 
+Delaware 
+Astro-Med SRL 
+Italy 
+Astro-Med GMBH 
+Germany 
+EXHIBIT
+23 
+CONSENT OF INDEPENDENT AUDITORS
+We consent to the incorporation by reference
+in Registration Statements (Form S-8: Nos. 2-21081, 333-43700, 333-24127, 333-32315, 333-93565, 333-44414, 333-32317, 333-62431, 333-63526 and 333-24123) pertaining to employee benefit and stock option plans of Astro-Med, Inc. of our report dated
+March 14, 2003, with respect to the consolidated financial statements and schedule of Astro-Med, Inc. included in the Annual Report (Form 10-K) for the year ended January 31, 2003. 
+ERNST & YOUNG LLP 
+Providence, Rhode Island 
+April 8, 2003 
+23 
+Table of Contents 
+EXHIBIT 23.1 
+EXPLANATION CONCERNING ABSENCE OF CURRENT 
+WRITTEN CONSENT OF ARTHUR ANDERSEN LLP 
+On July 9, 2002, Astro-Med, Inc. (the “Company”) announced that it had appointed Ernst & Young LLP to replace Arthur
+Andersen LLP as its independent public accountants. Prior to the date of this report, the Arthur Andersen partners who reviewed the Company’s audited financial statements as of January 31, 2002 and January 31, 2001 and for the years then ended
+resigned from Arthur Andersen. As a result, after reasonable efforts, the Company has been unable to obtain Arthur Andersen’s updated written consent to the incorporation by reference in this document of Arthur Andersen’s audit reports
+with respect to the financial statements as of January 31, 2002 and January 31, 2001 and for the years then ended for this Annual Report on Form 10-K. Under these circumstances, Rule 437a under the Securities Act of 1933 permits the Company to omit
+Arthur Andersen’s updated written consent from this filing, and permits us to incorporate by reference the financial statements, supplementary data and financial statement schedule included herein into present and future registration
+statements, without the written consent of Arthur Andersen. 
+Section 11(a) of the Securities Act provides that if any part of a registration statement at the time it becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated
+therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may
+sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement or as having prepared or certified any report or valuation which is used in connection with the registration
+statement with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant. 
+As noted above, Arthur Andersen has not consented to the incorporation by reference of its audit reports in
+this filing, although it has consented to the incorporation by reference of its audit reports contained in the filing of the Company on Form 10-K for the fiscal year ended January 31, 2002. While the extent of any resulting limitations on recovery
+is unclear, Arthur Andersen may not be liable under Section 11(a) of the Securities Act because it has not consented to being named as an expert in any present or future registration statement into which this Form 10-K may be incorporated by
+reference or the lack of a currently dated consent could limit the time in which any such liability could be asserted. The Company believes, however, that other persons who may be liable under Section 11(a) of the Securities Act, including the
+Company’s officers and directors, may still rely on Arthur Andersen’s audit reports as being made by an expert under the due diligence defense provision of Section 11(b) of the Securities Act. 
+The following is a copy of Arthur Andersen’s consent which was filed in connection with Astro-Med, Inc.’s Form 10-K on April 10,
+2002. This consent has not been reissued by Arthur Andersen. 
+As independent public accountants, we hereby consent to the incorporation of our report dated March 15, 2002, 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 Nos. 333-62431 and 333-63526 pertaining to the 1998 Astro-Med, Inc. Non-Qualified Stock Option Plan, as amended June 21, 2001 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, 2002 or performed any audit procedures subsequent to the date of our report. 
+ARTHUR ANDERSEN LLP 
+Boston, Massachusetts 
+April 10, 2002 
+24 
+Table of Contents 
+REPORT OF INDEPENDENT AUDITORS 
+To the Shareholders of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheet of Astro-Med, Inc. (the “Company”) as of January 31, 2003, and the
+related consolidated statements of operations, comprehensive income (loss) and changes in shareholders’ equity and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the Index at Item 15(a).
+These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. The consolidated financial statements of the
+Company as of January 31, 2002 and for the years ended January 31, 2002 and 2001, were audited by other auditors who have ceased operations and whose report dated March 15, 2002, expressed an unqualified opinion on those statements before the
+revisions described in Note 1. 
+We conducted our
+audit 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 audit provides a reasonable basis for our opinion. 
+In our opinion, the 2003 financial statements referred to above present fairly, in all material respects, the consolidated financial
+position of Astro-Med, Inc. at January 31, 2003, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the
+related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. 
+As discussed in Note 1 to the consolidated financial
+statements, effective February 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” 
+As discussed above, the financial statements of Astro-Med, Inc. as of January 31, 2002 and 2001 and for the
+years then ended were audited by other auditors who have ceased operations. As described in Note 1, these financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards
+(Statement) No. 142, “Goodwill and Other Intangible Assets”, which was adopted by the Company as of February 1, 2002. Our audit procedures with respect to the disclosures in Note 1 with respect to 2002 and 2001 included (a) agreeing the
+previously reported net income (loss) to the previously issued financial statements and the adjustments to reported net income (loss) representing amortization expense (including any related tax effects) recognized in those periods related to
+goodwill to the Company’s underlying records obtained from management, and (b) testing the mathematical accuracy of the reconciliation of adjusted net income (loss) to reported net income (loss), and the related earnings (loss) per share
+amounts. In our opinion, the disclosures for 2002 and 2001 in Note 1 are appropriate. However, we were not engaged to audit, review, or apply any procedures to the 2002 and 2001 financial statements of the Company other than with respect to such
+disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2002 and 2001 financial statements taken as a whole. 
+ERNST & YOUNG LLP 
+Providence, Rhode Island 
+March 14, 2003 
+25 
+Table of Contents 
+REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 
+To 
+the Shareholders of Astro-Med, Inc.: 
+We have audited the accompanying consolidated balance sheets of Astro-Med, Inc. (a Rhode Island Corporation) and subsidiaries as of
+January 31, 2002 and 2001, 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, 2002. These financial statements
+and schedule referred to below are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule 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, 2002 and 2001, and the
+results of their operations and their cash flows for each of the three years in the period ended January 31, 2002, 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 15, 2002 
+26 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31,
+2003 and 2002 
+2003 
+2002 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+3,217,035 
+$ 
+2,569,721 
+Securities Available for Sale (Note 2) 
+4,118,991 
+3,340,874 
+Accounts Receivable, net of reserves $366,700 and $352,442, respectively 
+8,347,375 
+9,173,568 
+Inventories (Note 3) 
+8,900,463 
+10,243,182 
+Prepaid Expenses and Other Current Assets (Note 6) 
+370,342 
+2,229,660 
+Total Current Assets 
+24,954,206 
+27,557,005 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+401,566 
+398,191 
+Buildings and Improvements 
+7,415,860 
+7,280,097 
+Machinery and Equipment (Note 11) 
+16,424,422 
+15,780,015 
+24,241,848 
+23,458,303 
+Less Accumulated Depreciation 
+(16,891,169 
+) 
+(15,478,613 
+) 
+7,350,679 
+7,979,690 
+OTHER ASSETS 
+Goodwill (Notes 1 and 10) 
+2,310,798 
+2,310,798 
+Amounts Due from Officers 
+480,314 
+480,314 
+Other 
+113,881 
+76,422 
+2,904,993 
+2,867,534 
+$ 
+35,209,878 
+$ 
+38,404,229 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+2,423,260 
+$ 
+3,325,133 
+Accrued Compensation (Note 11) 
+1,768,777 
+1,114,490 
+Accrued Expenses (Note 12) 
+1,928,834 
+1,637,826 
+Current Maturities of Long-Term Debt (Note 4) 
+8,290 
+24,755 
+Total Current Liabilities 
+6,129,161 
+6,102,204 
+DEFERRED INCOME TAXES (Note 6) 
+— 
+876,867 
+COMMITMENTS AND CONTINGENCIES (Notes 7 and 10) 
+SHAREHOLDERS’ EQUITY (Note 5) 
+Preferred Stock, $10 Par Value, Authorized 100,000 Shares, Issued None 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 Shares, Issued 5,168,367 and
+5,165,027, respectively 
+258,418 
+258,251 
+Additional Paid-in Capital 
+5,647,568 
+5,636,570 
+Retained Earnings 
+29,190,013 
+31,753,694 
+Treasury Stock, at Cost, 897,895 Shares 
+(5,860,609 
+) 
+(5,860,609 
+) 
+Accumulated Other Comprehensive Loss 
+(154,673 
+) 
+(362,748 
+) 
+29,080,717 
+31,425,158 
+$ 
+35,209,878 
+$ 
+38,404,229 
+The
+accompanying notes are an integral part of these financial statements. 
+27 
+Table of Contents 
+ASTRO-MED,
+INC. 
+CONSOLIDATED STATEMENTS OF
+OPERATIONS 
+Years Ended January 31, 2003,
+2002 and 2001 
+2003 
+2002 
+2001 
+Net Sales 
+$ 
+48,972,832 
+$ 
+49,390,937 
+$ 
+51,687,763 
+Cost of Sales 
+30,887,350 
+30,284,573 
+30,895,584 
+Gross Profit 
+18,085,482 
+19,106,364 
+20,792,179 
+Costs and Expenses: 
+Selling, General and Administrative 
+14,910,990 
+16,090,402 
+16,455,696 
+Research and Development 
+4,271,783 
+3,743,516 
+4,255,434 
+Restructuring and Impairment Charges (Note 11) 
+490,225 
+— 
+— 
+19,672,998 
+19,833,918 
+20,711,130 
+Operating (Loss) Income 
+(1,587,516 
+) 
+(727,554 
+) 
+81,049 
+Other Income (Expense): 
+Interest and Dividend Income 
+197,530 
+247,813 
+458,191 
+Interest Expense 
+(818 
+) 
+(3,903 
+) 
+(11,051 
+) 
+Other, net 
+329,078 
+191,837 
+(125,700 
+) 
+525,790 
+435,747 
+321,440 
+(Loss) Income before Income Taxes 
+(1,061,726 
+) 
+(291,807 
+) 
+402,489 
+Income Taxes Expense (Benefit) 
+820,042 
+(58,706 
+) 
+100,000 
+Net (Loss) Income 
+$ 
+(1,881,768 
+) 
+$ 
+(233,101 
+) 
+$ 
+302,489 
+Net (Loss) Income Per Common Share—Basic and Diluted 
+$ 
+(0.44 
+) 
+$ 
+(0.05 
+) 
+0.07 
+Weighted Average Number of Common Shares Outstanding— Basic 
+4,268,506 
+4,259,423 
+4,386,852 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+4,268,506 
+4,259,423 
+4,407,632 
+Dividends Declared Per Common Share 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+The accompanying notes are an integral part of these financial statements. 
+28 
+Table of Contents 
+ASTRO-MED,
+INC. 
+CONSOLIDATED STATEMENTS OF
+COMPREHENSIVE (LOSS) INCOME AND CHANGES IN SHAREHOLDERS’ EQUITY 
+Years Ended January 31, 2003, 2002 and 2001 
+2003 
+2002 
+2001 
+Comprehensive (Loss) Income 
+Net (Loss) Income 
+$ 
+(1,881,768 
+) 
+$ 
+(233,101 
+) 
+$ 
+302,489 
+Other Comprehensive Income (Loss), Net 
+Foreign currency translation adjustments 
+207,798 
+(142,454 
+) 
+(52,303 
+) 
+Unrealized gain on securities available for sale 
+277 
+43,411 
+270,558 
+Other comprehensive income (loss), net 
+208,075 
+(99,043 
+) 
+218,255 
+Comprehensive (Loss) Income 
+$ 
+(1,673,693 
+) 
+$ 
+(332,144 
+) 
+$ 
+520,744 
+Shareholders’ Equity 
+Common Stock, $0.05 Par Value: 
+Balance at beginning of year 
+$ 
+258,251 
+$ 
+258,039 
+$ 
+257,402 
+Net proceeds from issuance of Company common stock (Note 5) 
+167 
+212 
+637 
+Balance at end of year 
+258,418 
+258,251 
+258,039 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+5,636,570 
+5,706,870 
+5,647,791 
+Net proceeds from issuance of Company common stock (Note 5) 
+10,998 
+15,139 
+59,079 
+Net cost of shares issued to Employee Stock Ownership Plan (Note 5) 
+— 
+(85,439 
+) 
+— 
+Balance at end of year 
+5,647,568 
+5,636,570 
+5,706,870 
+Retained Earnings: 
+Balance at beginning of year 
+31,753,694 
+32,667,859 
+33,065,454 
+Net (loss) income 
+(1,881,768 
+) 
+(233,101 
+) 
+302,489 
+Dividends paid 
+(681,913 
+) 
+(681,064 
+) 
+(700,084 
+) 
+Balance at end of year 
+29,190,013 
+31,753,694 
+32,667,859 
+Treasury Stock: 
+Balance at beginning of year 
+(5,860,609 
+) 
+(6,076,003 
+) 
+(5,268,103 
+) 
+Purchases of Company common stock (Note 5) 
+— 
+— 
+(807,900 
+) 
+Shares issued to Employee Stock Ownership Plan 
+(Note 5) 
+— 
+215,394 
+— 
+Balance at end of year 
+(5,860,609 
+) 
+(5,860,609 
+) 
+(6,076,003 
+) 
+Accumulated Other Comprehensive Loss: 
+Balance at beginning of year 
+(362,748 
+) 
+(263,705 
+) 
+(481,960 
+) 
+Other comprehensive income (loss), net 
+208,075 
+(99,043 
+) 
+218,255 
+Balance at end of year 
+(154,673 
+) 
+(362,748 
+) 
+(263,705 
+) 
+Total Shareholders’ Equity 
+$ 
+29,080,717 
+$ 
+31,425,158 
+$ 
+32,293,060 
+The
+accompanying notes are an integral part of these financial statements. 
+29 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+Years
+Ended January 31, 2003, 2002 and 2001 
+2003 
+2002 
+2001 
+Cash Flows from Operating Activities: 
+Net (Loss) Income 
+$ 
+(1,881,768 
+) 
+$ 
+(233,101 
+) 
+$ 
+302,489 
+Adjustments to Reconcile Net (Loss) Income to Net Cash Provided (Used) By Operating
+Activities: 
+Depreciation and Amortization 
+1,387,486 
+1,641,971 
+1,774,764 
+Impairment Charge 
+125,912 
+— 
+— 
+Gain on Sale of Assets 
+(12,017 
+) 
+(25,650 
+) 
+— 
+Deferred Income Tax Expense (Benefit) 
+949,553 
+(160,694 
+) 
+(182,410 
+) 
+Changes in Assets and Liabilities: 
+Accounts Receivable 
+826,193 
+1,490,056 
+(1,392,810 
+) 
+Inventories 
+1,213,526 
+253,394 
+(419,461 
+) 
+Other 
+28,624 
+(194,622 
+) 
+391,817 
+Accounts Payable and Accrued Expenses 
+43,422 
+(1,394,663 
+) 
+(2,563,107 
+) 
+Income Taxes Payable 
+— 
+(96,058 
+) 
+(503,166 
+) 
+Total Adjustments 
+4,562,699 
+1,513,734 
+(2,894,373 
+) 
+Net Cash Provided (Used) by Operating Activities 
+2,680,931 
+1,280,633 
+(2,591,884 
+) 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available 
+for Sale 
+2,508,557 
+2,244,742 
+5,170,695 
+Purchases of Securities Available for Sale 
+(3,235,538 
+) 
+(163,798 
+) 
+(3,321,296 
+) 
+Proceeds from Sales of Assets 
+— 
+25,650 
+— 
+Escrow Returned for Acquisition 
+— 
+— 
+225,000 
+Additions to Property, Plant and Equipment 
+(619,423 
+) 
+(911,030 
+) 
+(1,203,592 
+) 
+Net Cash (Used) Provided by Investing Activities 
+(1,346,404 
+) 
+1,195,564 
+870,807 
+Cash Flows from Financing Activities: 
+Issuance of Capital Leases 
+13,300 
+— 
+— 
+Principal Payments on Capital Leases 
+(29,765 
+) 
+(46,832 
+) 
+(60,453 
+) 
+Proceeds from Common Shares Issued Under Employee 
+Benefit Plans 
+11,165 
+15,351 
+59,716 
+Purchases of Treasury Stock 
+— 
+— 
+(807,900 
+) 
+Dividends Paid 
+(681,913 
+) 
+(681,064 
+) 
+(700,084 
+) 
+Net Cash Used by Financing Activities 
+(687,213 
+) 
+(712,545 
+) 
+(1,508,721 
+) 
+Net Increase (Decrease) in Cash and Cash Equivalents 
+647,314 
+1,763,652 
+(3,229,798 
+) 
+Cash and Cash Equivalents, Beginning of Year 
+2,569,721 
+806,069 
+4,035,867 
+Cash and Cash Equivalents, End of Year 
+$ 
+3,217,035 
+$ 
+2,569,721 
+$ 
+806,069 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Interest 
+$ 
+818 
+$ 
+3,903 
+$ 
+11,104 
+Income Taxes 
+$ 
+131,195 
+$ 
+129,016 
+$ 
+746,000 
+Non-Cash Transfers: 
+Demonstration Equipment Transferred from (to) Inventory to (from) Property, Plant and
+Equipment 
+$ 
+(129,193 
+) 
+$ 
+285,849 
+$ 
+508,000 
+The
+accompanying notes are an integral part of these financial statements. 
+30 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2003 
+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 90 days 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 (loss) 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). 
+Revenue Recognition: The majority of the Company’s product sales are recorded at the time of shipment and when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or
+determinable and collectibility is reasonably assured. Provisions are made at the time the related revenue is recognized for the cost of any installation obligations. When other significant obligations remain after products are delivered, revenue is
+recognized only after such obligations are fulfilled. In addition, the Company reports amounts billed to customers for shipping and handling fees in costs of sales. 
+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. 
+Long-Lived Assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may
+not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management
+expects to hold and use is based on the fair value of the asset. 
+The Company adopted SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets, as of February 1, 2002. SFAS No. 141 requires that the purchase method of accounting be used for all business
+combinations initiated after June 30, 2001. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Also, under SFAS No. 142, amortization of goodwill to earnings is discontinued and the carrying
+value of goodwill will be evaluated for impairment on at least an annual basis. In accordance with the provisions of this statement, the Company completed the goodwill impairment reviews and it has been determined that the goodwill is not impaired.
+The Company performs its goodwill impairment review in the fourth quarter of each fiscal year, unless events or circumstances change. The 
+31 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+impact of discontinuing the amortization of goodwill for the years ending January 31, 2002 and 2001 would have changed to the following pro
+forma net (loss) income and pro forma net (loss) income per share amounts: 
+2001 
+2002 
+Net (Loss) Income as Reported 
+$ 
+(233,101 
+) 
+302,489 
+Amortization of Goodwill, After Taxes 
+123,756 
+123,756 
+Pro forma Adjusted Net Income (Loss) 
+$ 
+(109,345 
+) 
+$ 
+426,245 
+Net (Loss) Income Per Share as Reported 
+$ 
+(0.05 
+) 
+$ 
+0.07 
+Amortization of Goodwill, After Taxes 
+0.03 
+0.03 
+Pro forma Adjusted Net Income (Loss) Per Share 
+$ 
+(0.02 
+) 
+$ 
+0.10 
+Income Taxes: The Company accounts for income taxes in accordance with 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. 
+Net Income (Loss) Per Common Share: Net income (loss) per common share have been computed and presented pursuant to the
+provisions of SFAS No. 128, Earnings per Share. Net income (loss) 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 No. 128, options to purchase 2,023,575, 1,653,075 and 1,093,825 shares of common stock were outstanding during fiscal
+2003, 2002 and 2001, respectively. The fiscal year 2003 and 2002 options were not included in the computation of diluted net income (loss) per common share because their inclusion would be anti-dilutive. Stock compensation plans are more fully
+described in Note 5 Shareholders Equity. 
+2003 
+2002 
+2001 
+Weighted Average Common Shares Outstanding—Basic 
+4,268,506 
+4,259,423 
+4,386,852 
+Dilutive Effect of Options Outstanding 
+— 
+— 
+20,780 
+Weighted Average Common Shares Outstanding—Diluted 
+4,268,506 
+4,259,423 
+4,407,632 
+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 allowances for bad debt and credits, inventory valuation, impairment of long-lived assets, income taxes 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, 2003
+approximate fair value. 
+New Accounting Procurements:
+In November 2002, FASB Interpretation
+(“FIN”) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” was issued. The interpretation provides guidance on the guarantor’s accounting
+and disclosure requirements for guarantees, 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+including indirect guarantees of indebtedness of others. The Company has adopted the disclosure requirements of the interpretation as of
+January 31, 2003. The accounting guidelines are applicable to guarantees issued after December 31, 2002 and require that the Company record a liability for the fair value of such guarantees in the balance sheet. 
+In January 2003 FASB Interpretation No. 46,
+“Consolidation of Variable Interest Entities” was issued. This interpretation requires a company to consolidate variable interest entities (“VIE”) if the enterprise is a primary beneficiary (holds a majority of the variable
+interest) of the VIE and the VIE passes specific characteristics. It also requires additional disclosures for parties involved with VIEs. The provisions of this interpretation are effective in fiscal year 2004. The Company does not expect the
+adoption of this interpretation will have an impact on its consolidated financial position or results in operation. 
+In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure” which
+amended SFAS No. 123, “Accounting for Stock-Based Compensation”. This Statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation. It also amends the
+disclosure provisions to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation. The provisions of this Statement are to be applied to
+financial statements for fiscal years ending after December 15, 2002. As permitted by the Statement, the Company does not plan to adopt the fair value recognition provisions at this time. The Company has adopted the disclosure provisions of this
+Statement as of January 31, 2003. 
+As permitted
+by SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company accounts for its stock-based compensation under the intrinsic value method in accordance with Accounting Principles Board (APB) Opinion 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 (loss) and net income (loss) per share would have changed to the pro forma amounts indicated below: 
+Years Ended January 31 
+2003 
+2002 
+2001 
+Net Income (Loss) 
+As reported 
+$ 
+(1,881,768 
+) 
+$ 
+(233,101 
+) 
+$ 
+302,489 
+Pro forma 
+$ 
+(2,343,861 
+) 
+$ 
+(605,180 
+) 
+$ 
+(659,956 
+) 
+Net Income (Loss) per share 
+As reported, Basic and Diluted 
+$ 
+(0.44 
+) 
+$ 
+(0.05 
+) 
+$ 
+0.07 
+Pro forma, Basic and Diluted 
+$ 
+(0.55 
+) 
+$ 
+(0.14 
+) 
+$ 
+(0.15 
+) 
+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 2003, 2002 and
+2001 was $1.10, $1.11, and $2.22, respectively. 
+Years Ended January 31, 
+2003 
+2002 
+2001 
+Risk-free interest rate 
+3.5 
+% 
+4.1 
+% 
+6.3 
+% 
+Expected life (years) 
+5 
+5 
+5 
+Expected volatility 
+45.0 
+% 
+36.0 
+% 
+36.0 
+% 
+Expected dividend yield 
+4.3 
+% 
+4.0 
+% 
+2.9 
+% 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 2—Securities Available for Sale 
+Securities available for sale include corporate and
+governmental obligations with various contractual or anticipated maturity dates. Governmental obligations include U.S. Government, State, Municipal and Federal Agencies securities. The market value, amortized cost and gross unrealized gains and
+losses of the securities are as follows: 
+Market 
+Value 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Amortized 
+Cost 
+January 31, 2003 
+Corporate 
+$ 
+1,400,737 
+$ 
+6,501 
+$ 
+— 
+$ 
+1,394,236 
+Governmental 
+2,718,254 
+51,637 
+(568 
+) 
+2,667,185 
+$ 
+4,118,991 
+$ 
+58,138 
+$ 
+(568 
+) 
+$ 
+4,061,421 
+January 31, 2002 
+Corporate 
+$ 
+1,218,892 
+$ 
+22,253 
+$ 
+— 
+$ 
+1,196,639 
+Governmental 
+2,121,982 
+38,004 
+(20,235 
+) 
+2,104,213 
+$ 
+3,340,874 
+$ 
+60,257 
+$ 
+(20,235 
+) 
+$ 
+3,300,852 
+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 operations. 
+The expected maturity dates of these securities are as
+follows: Less than one year—$1,457,811; One to Five Years—$1,897,070; Six to Ten Years—$498,531 and greater than Ten Years—$265,579. Actual maturities may differ as a result of sales or earlier issuer redemptions. 
+Note 3—Inventories 
+Inventories are stated at the lower of cost (first-in,
+first-out) or market and include material, labor and manufacturing overhead. The components of inventories were as follows: 
+January 31, 
+2003 
+2002 
+Materials and Supplies 
+$ 
+4,807,858 
+$ 
+5,850,797 
+Work-in-Progress 
+707,169 
+961,279 
+Finished Goods 
+3,385,436 
+3,431,106 
+$ 
+8,900,463 
+$ 
+10,243,182 
+Note 4—Debt
+Debt consists of the following:
+January 31, 
+2003 
+2002 
+Capital Lease Obligations 
+$ 
+8,290 
+$ 
+24,755 
+Less: Current Maturities 
+8,290 
+24,755 
+$ 
+— 
+$ 
+— 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The
+Company has a $2.0 million unsecured bank line of credit, all of which is currently available. Borrowings under this line of credit bear interest at the bank’s prime rate. 
+Note 5—Shareholders’ Equity 
+Common Stock: The Company’s Board of Directors has authorized the purchase
+of up to an additional 290,000 shares of the Company’s common stock on the open market in the future as of January 31, 2003. The Company repurchased 201,600 of its common stock in fiscal 2001. 
+The Company maintains the following benefit plans involving
+the Company’s common stock: 
+Stock Option
+Plans: As of January 31, 2003, the Company has two incentive stock option plans and one non-qualified stock option plan under which options may be granted to officers and key employees. Options vest over various periods
+that range from six months to five years. Options for an aggregate of 1,500,000 shares may be granted under the incentive stock option plans at option prices of not less than fair market value at the date of grant. Options for an aggregate of
+1,000,000 shares may be granted under the non-qualified plan at option prices of not less than 50% of fair market value at the date of grant. 
+In addition, the Company has a Non-Employee Director Stock Option Plan under which each non-employee director automatically receives an
+annual grant of options to acquire 1,000 shares of common stock. The options are granted as of the first business day of January of each year at an option price equal to the fair market value at the date of grant. Options for a total of 30,000
+shares may be granted under the plan. 
+Summarized
+option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price Per Share 
+Weighted Average Option Price Per 
+Share 
+Options Outstanding, January 31, 2000 
+875,475 
+$ 
+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 Granted 
+363,000 
+$ 
+3.75– $4.31 
+$ 
+4.31 
+Options Expired 
+(44,375 
+) 
+$ 
+4.31–$11.25 
+$ 
+7.20 
+Options Outstanding, January 31, 2002 
+1,653,075 
+$ 
+3.33–$13.00 
+$ 
+6.64 
+Options Granted 
+434,000 
+$ 
+3.20– $4.43 
+$ 
+3.70 
+Options Expired 
+(63,500 
+) 
+$ 
+3.70–$10.25 
+$ 
+5.88 
+Options Outstanding, January 31, 2003 
+2,023,575 
+$ 
+3.20–$13.00 
+$ 
+6.03 
+Options Exercisable, January 31, 2003 
+1,917,473 
+$ 
+3.33–$13.00 
+$ 
+6.07 
+Options Exercisable, January 31, 2002 
+1,503,033 
+$ 
+3.33–$13.00 
+$ 
+6.74 
+Options Exercisable, January 31, 2001 
+1,198,450 
+$ 
+3.33–$13.00 
+$ 
+7.40 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Set forth
+below is a summary of options outstanding at January 31, 2003: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average Exercise Price 
+Remaining Contractual Life 
+Options 
+Weighted Average Exercise Price 
+$3.20-$4.43 
+801,875 
+$ 
+3.96 
+9 yrs. 
+773,148 
+$ 
+3.96 
+$4.94-$6.50 
+378,200 
+$ 
+5.29 
+6 yrs. 
+305,200 
+$ 
+5.21 
+$7.50-$8.50 
+723,000 
+$ 
+7.88 
+5 yrs. 
+723,000 
+$ 
+7.88 
+$9.25-$13.00 
+120,500 
+$ 
+11.11 
+1 yrs. 
+116,125 
+$ 
+11.14 
+2,023,575 
+1,917,473 
+At
+January 31, 2003, options covering 347,300 shares under the incentive plans, 427,500 shares under the non-qualified plan and 6,000 shares under the Non-Employee Director Stock Option Plan were available for future grant. 
+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 were
+initially reserved for issuance under the Plan. Summarized Plan activity is as follows: 
+Years Ended January 31, 
+2003 
+2002 
+2001 
+Shares Reserved, Beginning 
+87,428 
+91,675 
+94,920 
+Shares Purchased 
+(3,340 
+) 
+(4,247 
+) 
+(3,245 
+) 
+Shares Reserved, Ending 
+84,088 
+87,428 
+91,675 
+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 $130,000 in fiscal 2001. No amounts were owed
+or accrued in fiscal 2003 or fiscal 2002. 
+Note 6—Income
+Taxes 
+The components of domestic and
+foreign income (loss) before the provision (benefit) for income taxes are as follows: 
+Years Ended January 31, 
+2003 
+2002 
+2001 
+Domestic 
+$ 
+(1,184,583 
+) 
+$ 
+(457,950 
+) 
+$ 
+(6,989 
+) 
+Foreign 
+122,857 
+166,143 
+409,478 
+Total 
+$ 
+(1,061,726 
+) 
+$ 
+(291,807 
+) 
+$ 
+402,489 
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The
+components of the provision (benefit) for income taxes are as follows: 
+Years Ended January 31, 
+2003 
+2002 
+2001 
+Current: 
+$ 
+(180,281 
+) 
+$ 
+38,689 
+$ 
+194,810 
+Federal 
+(11,690 
+) 
+11,300 
+(6,600 
+) 
+State 
+62,460 
+51,999 
+94,200 
+Foreign 
+(129,511 
+) 
+101,988 
+282,410 
+Deferred: 
+883,084 
+(143,018 
+) 
+(160,598 
+) 
+Federal 
+66,469 
+(17,676 
+) 
+(21,812 
+) 
+State 
+949,553 
+(160,694 
+) 
+(182,410 
+) 
+$ 
+820,042 
+$ 
+(58,706 
+) 
+$ 
+100,000 
+The
+provision (benefit) for income taxes differs from the amount computed by applying the statutory federal income tax rate (34%) to income (loss) before income taxes, due to the following: 
+Years Ended January 31, 
+2003 
+2002 
+2001 
+Income Tax Provision (Benefit) at Statutory Rate 
+$ 
+(360,987 
+) 
+$ 
+(99,215 
+) 
+$ 
+136,846 
+State Taxes, Net of Federal Income Tax Benefits 
+(52,461 
+) 
+(13,879 
+) 
+(18,763 
+) 
+Nontaxable Interest Income 
+— 
+(14,654 
+) 
+(17,625 
+) 
+Amortization of Intangibles 
+— 
+12,342 
+12,342 
+Valuation Allowance 
+1,252,220 
+— 
+— 
+Other, Net 
+(18,730 
+) 
+56,700 
+(12,800 
+) 
+$ 
+820,042 
+$ 
+(58,706 
+) 
+$ 
+100,000 
+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 are as follows: 
+January 31, 
+2003 
+2002 
+Deferred Tax Assets: 
+Reserves and Accruals Not Yet Deducted for Tax Purposes 
+$ 
+1,387,467 
+$ 
+1,332,827 
+Unrealized Foreign Currency Losses 
+634 
+65,946 
+Net Operating Loss Carryforwards 
+481,370 
+105,000 
+Other 
+469,803 
+427,647 
+2,339,274 
+1,931,420 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+686,330 
+610,157 
+Other 
+295,724 
+266,710 
+982,054 
+876,867 
+Valuation Allowance 
+(1,357,220 
+) 
+(105,000 
+) 
+Net Deferred Tax Assets 
+$ 
+— 
+$ 
+949,553 
+37 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Compliance
+with SFAS 109 requires the Company to periodically evaluate the necessity of establishing or increasing a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related benefit will be recognized in future
+periods. Because of the cumulative loss position of the Company at January 31, 2003 and the uncertainty of the timing of profitability in future periods, the Company increased its valuation allowance to 100% in the fourth quarter of fiscal year
+2003. $177,000 of the valuation allowance relates to the Company’s wholly owned subsidiaries’, Astro-Med GMBH and Astro-Med SRL, net operating loss carryforwards that can be carried forward indefinitely. At January 31, 2003, these
+subsidiaries have a net operating loss carryforward of $458,000. The future tax benefits of these net operating loss carryforwards are uncertain because it is limited to future annual taxable income of the subsidiary. 
+At January 31, 2003, the Company has federal net operating
+loss carryforwards of $662,000 which expire in 2023 and state tax credit and carryforwards of $80,000 that expire in 2017. 
+Note 7—Leases 
+There are both capital and operating lease commitments for the Company’s facilities and certain machinery and equipment. Following is
+an analysis of assets which are under capital leases. 
+January 31, 
+2003 
+2002 
+Machinery and Equipment 
+$ 
+13,298 
+$ 
+176,020 
+Less: Accumulated Amortization 
+665 
+146,681 
+$ 
+12,633 
+$ 
+29,339 
+Minimum lease payments under noncancellable leases at January 31, 2003 were as follows: 
+Year Ending January 31, 
+Capital Lease 
+Operating Leases 
+2004 
+$ 
+8,399 
+$ 
+129,264 
+2005 
+— 
+88,323 
+2006 
+— 
+50,600 
+2007 
+— 
+17,340 
+2008 and Thereafter 
+— 
+24,565 
+Net Minimum Lease Payments 
+8,399 
+$ 
+310,092 
+Less Amount Representing Interest 
+(109 
+) 
+Current Value of Net Minimum Lease Payments 
+$ 
+8,290 
+The
+Company incurred rent expense in the amount of $385,217, $349,940 and $381,560 for the fiscal years 2003, 2002 and 2001, respectively. 
+Note 8—Nature of Operations, Segment Reporting and Geographical 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 will report three reporting segments consistent with its sales product groups Test & Measurement (T&M); QuickLabel Systems (QLS) and Grass-Telefactor (G-T).
+38 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+T&M
+produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the aerospace, automotive, metal mill, power and telecommunications industries. QLS produces an array of high-technology
+digital label printers, automatic labelers, print and apply systems, labeling software and consumables for a variety of commercial industries worldwide. Grass-Telefactor produces a range of instrumentation equipment and supplies for clinical
+neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG – Sleep Monitoring) and biomedical research applications used worldwide by universities, medical centers and companies engaged in a variety of clinical and research activities.
+The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies within the notes to the consolidated financial statements. The Company evaluates segment performance based on the
+segment profit before corporate and financial administration expenses. 
+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. 
+The following
+tables summarizes selected financial information by segment: 
+(in thousands) 
+Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+2003 
+2002 
+2001 
+2003 
+2002 
+2001 
+2003 
+2002 
+2001 
+T&M 
+$ 
+11,943 
+$ 
+12,057 
+$ 
+13,905 
+$ 
+1,021 
+$ 
+675 
+$ 
+1,639 
+8.5 
+% 
+5.6 
+% 
+11.8 
+% 
+QLS 
+21,546 
+20,928 
+19,891 
+114 
+* 
+863 
+1,295 
+0.5 
+% 
+4.1 
+% 
+6.5 
+% 
+Grass-Telefactor 
+15,484 
+16,406 
+17,892 
+316 
+* 
+817 
+535 
+2.0 
+% 
+5.0 
+% 
+3.0 
+% 
+Total 
+$ 
+48,973 
+$ 
+49,391 
+$ 
+51,688 
+1,451 
+2,355 
+3,469 
+3.0 
+% 
+4.8 
+% 
+6.7 
+% 
+Corporate Expenses 
+3,039 
+* 
+3,083 
+3,388 
+Operating (Loss) Income 
+(1,588 
+) 
+(728 
+) 
+81 
+Other Income 
+526 
+436 
+321 
+(Loss) Income Before Income Taxes 
+(1,062 
+) 
+(292 
+) 
+402 
+Income Taxes Expense (Benefit) 
+820 
+(59 
+) 
+100 
+Net (Loss) Income 
+$ 
+(1,882 
+) 
+$ 
+(233 
+) 
+$ 
+302 
+* 
+QLS’s and G-T’s Segment Operating Profit includes $30,262 and $413,352, respectively of restructuring and impairment charges during the fiscal year ended
+January 31, 2003. Corporate Expenses includes $46,611 of restructuring charges. 
+Presented below is selected information by segment: 
+(in thousands) 
+Amortization and Depreciation 
+Capital Expenditures 
+2003 
+2002 
+2001 
+2003 
+2002 
+2001 
+T&M 
+$ 
+386 
+$ 
+490 
+$ 
+514 
+$ 
+198 
+$ 
+303 
+$ 
+321 
+QLS 
+440 
+572 
+810 
+240 
+325 
+455 
+Grass-Telefactor 
+561 
+580 
+451 
+181 
+283 
+428 
+Total 
+$ 
+1,387 
+$ 
+1,642 
+$ 
+1,775 
+$ 
+619 
+$ 
+911 
+$ 
+1,204 
+39 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Presented
+below is selected assets by segment: 
+(in thousands) 
+Assets 
+2003 
+2002 
+2001 
+T&M 
+$ 
+6,830 
+$ 
+7,568 
+$ 
+8,220 
+QLS 
+11,115 
+12,891 
+13,546 
+Grass-Telefactor 
+9,448 
+9,861 
+10,625 
+Corporate* 
+7,817 
+8,084 
+8,668 
+Total 
+$ 
+35,210 
+$ 
+38,404 
+$ 
+41,059 
+* Corporate assets consist primarily of cash, investments and income tax accounts. 
+Presented below is selected financial information by geographic area: 
+(in thousands) 
+Sales 
+Long-Lived Assets 
+2003 
+2002 
+2001 
+2003 
+2002 
+2001 
+United States 
+$ 
+35,948 
+$ 
+35,657 
+$ 
+37,893 
+$ 
+8,943 
+$ 
+9,645 
+$ 
+10,106 
+Europe 
+7,556 
+7,588 
+7,994 
+651 
+558 
+582 
+Canada 
+2,292 
+1,853 
+2,096 
+67 
+87 
+65 
+Asia 
+1,057 
+2,141 
+1,532 
+— 
+— 
+— 
+Central and South America 
+1,140 
+1,559 
+1,337 
+— 
+— 
+— 
+Other 
+980 
+593 
+836 
+— 
+— 
+— 
+Total 
+$ 
+48,973 
+$ 
+49,391 
+$ 
+51,688 
+$ 
+9,661 
+$ 
+10,290 
+$ 
+10,753 
+Included
+in Long-Lived Assets is Goodwill assigned to the following segments; T&M $0.8 million and G-T $1.5 million at January 31, 2003. 
+No single customer accounted for 10% of net sales in fiscal 2003, 2002, or 2001. 
+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 $149,000 in 2003, $165,000 in 2002 and
+$230,000 in 2001. 
+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 
+40 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+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. At January 31, 2003, no additional consideration is owed to the sellers. 
+Note 11—Restructuring and Impairment Charges 
+In fiscal 2003, the Company implemented an organizational restructuring in an effort to reduce costs and streamline operations. The
+restructuring included workforce reductions in all areas of the Company and the closing of a research facility. The Company eliminated 28 employees or approximately 8% of its workforce. In fiscal year 2003, the Company recorded $490,225 of
+restructuring and impairment charges. These charges included $364,313 of severance and related termination benefits which were accounted for in accordance with SFAS No. 146 “Accounting for Costs Associated with Exit or Disposal Activities”
+and $125,912 of long-lived asset impairment which was accounted for in accordance with FAS No. 144 “ Accounting for the Impairment or Disposal of Long-Lived Assets”. An analysis of the charges is summarized below: 
+Severance 
+Long-Lived Asset 
+Impairment 
+Charges 
+$ 
+364,313 
+$ 
+125,912 
+Utilized 
+(28,132 
+) 
+(125,912 
+) 
+Balance at January 31, 2003 
+$ 
+336,181 
+$ 
+— 
+Note 12—Product
+Warranty Liability 
+The Company offers a
+one-year warranty for the majority of its products. The specific terms and conditions of those warranties vary depending upon the product sold and country in which the Company does business. For products sold in the United States, the Company
+provides a basic limited warranty, including parts and labor. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized.
+Factors that affect the Company’s warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty
+liabilities and adjusts the amounts as necessary. Changes in the Company’s product liability during the years ending January 31, 2003, 2002, and 2001, respectively are as follows: 
+Product Warranty Liability 
+2003 
+2002 
+2001 
+Balance, beginning of the period 
+$ 
+135,515 
+$ 
+105,185 
+$ 
+105,000 
+Warranties issued during the period 
+357,640 
+340,855 
+227,697 
+Settlements made during the period 
+(323,155 
+) 
+(310,525 
+) 
+(227,512 
+) 
+Balance, end of the period 
+$ 
+170,000 
+$ 
+135,515 
+$ 
+105,185 
+41 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at Beginning of Year 
+Provision Charged to Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2003 
+$ 
+352,442 
+$ 
+110,000 
+$ 
+95,742 
+$ 
+366,700 
+2002 
+$ 
+467,882 
+$ 
+30,000 
+$ 
+145,440 
+$ 
+352,442 
+2001 
+$ 
+405,783 
+$ 
+193,341 
+$ 
+131,242 
+$ 
+467,882 
+(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. 
+42
\ No newline at end of file
diff --git a/raw/filings/0000008146/2002/0000927016-03-001789/filing_metadata.csv b/raw/filings/0000008146/2002/0000927016-03-001789/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..7ebe9b7f0e61b057fda87055d2c1cbc42c3e68a8
--- /dev/null
+++ b/raw/filings/0000008146/2002/0000927016-03-001789/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+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
diff --git a/raw/filings/0000008146/2002/0000927016-03-001789/item1.txt b/raw/filings/0000008146/2002/0000927016-03-001789/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eb016850a9d95e6d60e187dcfae73e69b7e676aa
--- /dev/null
+++ b/raw/filings/0000008146/2002/0000927016-03-001789/item1.txt
@@ -0,0 +1,161 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2002/0000927016-03-001789/item13.txt b/raw/filings/0000008146/2002/0000927016-03-001789/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..155ea7a7a308e251eb9315d9e1e6d1192da4e90f
--- /dev/null
+++ b/raw/filings/0000008146/2002/0000927016-03-001789/item13.txt
@@ -0,0 +1,3 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2002/0000927016-03-001789/item9a.txt b/raw/filings/0000008146/2002/0000927016-03-001789/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2002/0000927016-03-001789/rp_note.txt b/raw/filings/0000008146/2002/0000927016-03-001789/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2002/0000927016-03-001789/rpt_disclosure.txt b/raw/filings/0000008146/2002/0000927016-03-001789/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2003/0001193125-04-059648/filing.txt b/raw/filings/0000008146/2003/0001193125-04-059648/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b2c604087e8247d87ec7561c0651c049a490bc3e
--- /dev/null
+++ b/raw/filings/0000008146/2003/0001193125-04-059648/filing.txt
@@ -0,0 +1,3108 @@
+10-K
+1
+d10k.htm
+FORM 10-K
+FORM 10-K 
+Table of Contents 
+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, 2004 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
+SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from
+to
+Commission file number 0-13200 
+Astro-Med, Inc. 
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(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: 
+Title of each class 
+Name of each exchange 
+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 x No ¨ 
+Indicate by check mark whether the registrant is an
+accelerated filer (as defined in Exchange Act Rule12b-2). Yes ¨ No x 
+As of August 2, 2003, the
+aggregate market value of the voting common equity of the Registrant held by non-affiliates of the Registrant based on the closing price on the NASDAQ Stock Market was $25,539,704. 
+Indicate the number of shares outstanding (excluding treasury shares) 
+of each of the issuer’s classes of common stock as of March 19, 2004. 
+Common Stock
+$0.05 Par Value 4,746,501 shares. 
+DOCUMENTS INCORPORATED BY
+REFERENCE 
+Portions of the Company’s definitive proxy
+statement for the 2004 annual meeting of shareholders are incorporated by reference into Part III. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-8 
+Item 2. 
+Properties 
+8 
+Item 3. 
+Legal Proceedings 
+8 
+Item 4. 
+Submission of Matters to a Vote of Security Holders 
+8 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock and Related Stockholder Matters 
+9 
+Item 6. 
+Selected Financial Data 
+9 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+10-17 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+18 
+Item 8. 
+Financial Statements and Supplementary Data 
+18 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+18 
+Item 9A. 
+Controls and Procedures 
+18-19 
+PART III 
+Item 10. 
+Directors and Executive Officers of the Registrant 
+19-20 
+Item 11. 
+Executive Compensation 
+20 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 
+20 
+Item 13. 
+Certain Relationships and Related Transactions 
+21 
+Item 14. 
+Principal Accountant Fees and Services 
+21 
+PART IV 
+Item 15. 
+Exhibits, Financial Statement Schedules and Reports on Form 8-K 
+21-22 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+PART I
+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. 
+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. 
+Location 
+Approximate 
+Square 
+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: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Conshohocken, PA 
+2,500 
+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 
+Costa Mesa, 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. 
+8 
+Table of Contents 
+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. 
+Years Ended January 31, 
+High 
+Low 
+Dividends 
+Per Share 
+2004 
+First Quarter 
+$ 
+3.99 
+$ 
+3.21 
+$ 
+0.04 
+Second Quarter 
+$ 
+8.68 
+$ 
+3.75 
+$ 
+0.04 
+Third Quarter 
+$ 
+16.67 
+$ 
+6.75 
+$ 
+0.04 
+Fourth Quarter 
+$ 
+17.82 
+$ 
+12.80 
+$ 
+0.04 
+2003 
+First Quarter 
+$ 
+4.30 
+$ 
+3.55 
+$ 
+0.04 
+Second Quarter 
+$ 
+4.45 
+$ 
+3.40 
+$ 
+0.04 
+Third Quarter 
+$ 
+4.10 
+$ 
+3.10 
+$ 
+0.04 
+Fourth Quarter 
+$ 
+4.25 
+$ 
+2.99 
+$ 
+0.04 
+The Company had
+approximately 352 shareholders of record on March 19, 2004, 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 . We make available free of charge on our Internet website our annual report on Form 10-K, quarterly reports on
+Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with,
+or furnish it to, the SEC. These filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Dividend Policy 
+The
+Company began a program of paying annual cash dividends in the second quarter of fiscal 1992. The Company anticipates that it will continue to pay cash dividends on a annual basis. The Company has paid a dividend for 50 consecutive quarters.
+Item 6. Selected Financial Data 
+(Dollars in Thousands, Except Per Share Amounts) 
+2004 
+2003 
+2002 
+2001 
+2000 
+Results of Operations: 
+Net Sales 
+$ 
+55,781 
+$ 
+49,165 
+$ 
+49,391 
+$ 
+51,688 
+$ 
+46,143 
+Net Income (Loss) 
+$ 
+3,217 
+$ 
+(1,882 
+) 
+$ 
+(233 
+) 
+$ 
+302 
+$ 
+937 
+Net Income (Loss) per Common Share—Basic 
+$ 
+0.73 
+$ 
+(0.44 
+) 
+$ 
+(0.05 
+) 
+$ 
+0.07 
+$ 
+0.21 
+Net Income (Loss) per Common Share—Diluted 
+$ 
+0.66 
+$ 
+(0.44 
+) 
+$ 
+(0.05 
+) 
+$ 
+0.07 
+$ 
+0.21 
+Dividends Declared per Common Share 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+Financial Condition: 
+Working Capital 
+$ 
+24,499 
+$ 
+18,825 
+$ 
+21,455 
+$ 
+21,908 
+$ 
+22,453 
+Total Assets 
+$ 
+42,065 
+$ 
+35,210 
+$ 
+38,404 
+$ 
+41,059 
+$ 
+45,385 
+Long-Term Debt, less Current Maturities 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+25 
+$ 
+72 
+Restructuring and Impairment (Credits) Charges 
+$ 
+(15 
+) 
+$ 
+490 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+9 
+Table of Contents 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad range of products that acquire, store,
+analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its products and
+services through three business segments including: 
+Test and
+Measurement Product Group (T&M) represents a suite of telemetry recorder products sold to the aerospace and defense industries; as well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of
+manufacturers including paper, energy, automotive and steel fabrication. 
+QuickLabel Systems Product Group (QuickLabel) offers hardware, software and media products that create digital images, store the images and produce the images in color or non-color formats on a broad range of media
+substrates. 
+Grass-Telefactor Product Group (G-T) centers on
+diagnostic and monitoring products that, serve the clinical neurophysiology markets as well as a range of biomedical instrumentation products and supplies focused on the life sciences markets. 
+The Company markets and sells its products and services globally through a
+diverse distribution structure of sales personnel, manufacturing representatives and dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+The Company’s growth strategy centers on product innovation made
+possible by research and development initiatives as well as acquisitions that strategically fit into existing core businesses. Research and development activities are funded by the Company at approximately 7% of annual sales. 
+Fiscal Year (FY) 2004 was a turnaround year for the Company in terms of
+sales, profits and cash flow. The Company realized double-digit sales growth in both its QuickLabel and Grass-Telefactor product groups as customers in both the domestic and international channels responded positively to the new product
+introductions. QuickLabel’s new 4100Xe and 8100Xe color printers were quickly recognized as effective solutions to product identification; product control (barcode) and product promotion (color) needs. In the Grass-Telefactor Product Group
+demand for the new Comet EEG and PSG Systems together with new installations and upgrades to the long term monitoring (LTM) epilepsy centers drove sales growth in this product group. Although the sales in the Test & Measurement Product Group
+were flat to down, in FY 2004, the Company’s new long term contracts for its ruggedized cockpit printers from two of the world’s foremost aviation manufacturers, AirBus and Boeing, strongly endorse the future of the Company’s
+ruggedized line of printers and accessories. 
+The
+Company’s continued success in increasing its sales revenues will be dependent on the Company’s ability to introduce new and/or enhanced product lines each year. The Company seeks to have approximately 45% of annual sales, excluding media
+products, generated by products developed or acquired within the past three years. 
+The Company improved its liquidity position significantly during the year by effectively managing its working capital, generating cash from operations and realizing proceeds from the exercise of employee stock
+options. 
+To ensure its continued growth and profitability in
+FY 2005, the Company will increase its capital investment in: personnel by adding salespersons in each product group; productivity by increasing in-house manufacturing capabilities through the acquisition of new equipment, such as a label press,
+metal fabrication press and ATE circuit board assembly fixtures; distribution by expanding our global dealer organization; and information technology by providing hardware and software tools that improve the knowledge and efficiency of our employee
+population. 
+10 
+Table of Contents 
+Results of Operations 
+(in thousands) 
+2004 
+Sales 
+2004 
+Sales as a% 
+of Total 
+% Change 
+Over Prior 
+Year 
+2003 
+Sales 
+2003 
+Sales as a % 
+of Total 
+% Change 
+Over Prior 
+Year 
+2002 
+Sales 
+2002 
+Sales as a % 
+of Total 
+T&M 
+$ 
+11,639 
+20.9 
+% 
+(2.5 
+)% 
+$ 
+11,943 
+24.3 
+% 
+(0.9 
+) % 
+$ 
+12,057 
+24.4 
+% 
+QuickLabel 
+25,290 
+45.3 
+% 
+17.4 
+% 
+21,546 
+43.8 
+% 
+3.0 
+% 
+20,928 
+42.4 
+% 
+G-T 
+18,852 
+33.8 
+% 
+20.3 
+% 
+15,676 
+31.9 
+% 
+(4.4 
+) % 
+16,406 
+33.2 
+% 
+Total 
+$ 
+55,781 
+100.0 
+% 
+13.5 
+% 
+$ 
+49,165 
+100.0 
+% 
+(0.5 
+) % 
+$ 
+49,391 
+100.0 
+% 
+Fiscal 2004 compared to Fiscal 2003
+The Company’s sales in fiscal 2004 were $55.8
+million, up from the prior year’s sales of $49.2 million. Domestic sales of $39.5 million grew 9.1% as demand for the Company’s hardware and software systems increased 15.6% from last year. This growth was especially strong in the digital
+printer and biomedical instrumentation product lines. Domestic media and supplies sales rose nominally over the prior year. However, color ribbon and labels sales increased 6.9% from the previous year. Sales through the international channel were
+especially strong in fiscal 2004 as sales reached $16.3 million, an increment of 25.4% from last year. The sales increase related to exchange rate fluctuations was 13.1% or $1.7 million. Unit volume of the Company’s hardware and software
+systems were particularly strong as demand for the data recorders, digital printers and biomedical instrumentation products all posted double digit growth rates in fiscal 2004. International sales of media and supply products also increased during
+the year with the primary drivers being growth of the Company’s color ribbon and label product lines. 
+Gross profit increased 27.1% to $23.0 million in fiscal 2004 from $18.1 million in fiscal 2003. The Company’s gross profit margin improved to 41.2%
+from 36.8%. The increase in gross profit can be attributed primarily to the higher sales volume, product mix, better manufacturing overhead absorption and lower manufacturing costs. 
+Selling, general and administrative spending (SG&A) increased 5.4% to $15.7 million from $14.9 million. The increase in
+SG&A expenses can be attributed to higher sales commissions and higher incentive compensation costs. Research & Development (R&D) expenses decreased to $3.7 million in fiscal 2004 from $4.1 million in fiscal 2003. R&D as a percentage
+of sales decreased to 6.6% in this fiscal year as compared 8.3% in the prior year. The decrease in R&D spending can be attributed to the workforce reduction that took place in fiscal 2003. At the end of fiscal 2003, the Company implemented an
+organizational restructuring in an effort to reduce costs and streamline operations. The restructuring included workforce reductions in all areas of the Company and a significant curtailment of its Pennsylvania research facility. The Company
+eliminated 28 employees or approximately 8% of its workforce. In fiscal 2003, the Company recorded $490,000 of restructuring and impairment charges. These charges included $364,000 of severance and related termination benefit costs and a $126,000
+charge to write-down the value of equipment used at the research facility. During fiscal 2004 and 2003, a total of $349,000 of severance and related termination benefit costs were paid. The remaining $15,000 of severance and related termination
+benefits were reversed in fiscal 2004 as certain estimates differed from the actual amounts. 
+Interest income in fiscal 2004 was $202,000 up slightly from $198,000 in fiscal 2003. The increase in interest income during fiscal year 2004 can be attributed to the increase in the portfolio being tempered by lower
+yields on investments. Other expense, net was $63,000 as compared to last fiscal year’s other income, net of $136,000. Fiscal 2003 benefited from $145,000 of favorable foreign exchange gains while fiscal 2004 resulted in a $2,000 foreign
+exchange gain. 
+The Company recorded tax expense of $0.6
+million and $0.8 million for fiscal 2004 and 2003, respectively. As a result of a review undertaken at January 31, 2003 of our cumulative loss position at that date, management 
+11 
+Table of Contents 
+concluded that it was appropriate to establish a full valuation allowance for its net deferred tax assets. The fiscal 2004 and 2003 provision includes a full
+valuation allowance for the Company’s deferred tax assets. The fiscal 2004 income tax provision does include the favorable impact of the net operating loss carryforwards and the utilization of certain other deferred tax assets that were
+previously fully reserved. 
+The Company reports three segments
+that mirror the Company’s sales product groups (i.e., T&M, QuickLabel and G-T). The Company evaluates segment performance based on the operating segment’s profit before corporate and financial administration expenses. 
+The following table summarizes selected financial information by segment:
+(in thousands) 
+Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+2004 
+2003 
+2002 
+2004 
+2003 
+2002 
+2004 
+2003 
+2002 
+T&M 
+$ 
+11,639 
+$ 
+11,943 
+$ 
+12,057 
+$ 
+839 
+$ 
+1,021 
+$ 
+675 
+7.2 
+% 
+8.5 
+% 
+5.6 
+% 
+QuickLabel 
+25,290 
+21,546 
+20,928 
+2,954 
+114 
+863 
+11.7 
+% 
+0.5 
+% 
+4.1 
+% 
+G-T 
+18,852 
+15,676 
+16,406 
+2,695 
+506 
+817 
+14.3 
+% 
+3.2 
+% 
+5.0 
+% 
+Total 
+$ 
+55,781 
+$ 
+49,165 
+$ 
+49,391 
+$ 
+6,488 
+$ 
+1,641 
+$ 
+2,355 
+11.6 
+% 
+3.3 
+% 
+4.8 
+% 
+Corporate Expenses 
+2,843 
+3,037 
+3,083 
+Operating Income (Loss) 
+3,645 
+(1,396 
+) 
+(728 
+) 
+Other Income 
+139 
+334 
+436 
+Income (Loss) Before Income Taxes 
+3,784 
+(1,062 
+) 
+(292 
+) 
+Income Tax Provision (Benefit) 
+567 
+820 
+(59 
+) 
+Net Income (Loss) 
+$ 
+3,217 
+$ 
+(1,882 
+) 
+$ 
+(233 
+) 
+The operating results
+of each segment are summarized as follows: 
+T&M’s
+sales decreased to $11.6 million in fiscal 2004 from $11.9 million in the previous year. T&M domestic sales were 11.0% lower than the prior year as a result of lower portable data recorder and chart paper sales. T&M international sales
+increased 37.8% as a result of the broader distribution of workstation recorder systems. T&M’s segment profit margin declined to 7.2% in fiscal 2004 from 8.5% in the previous year. The decline in T&M’s segment profit margin can be
+attributed to the change in sales mix. 
+QuickLabel’s sales
+increased to $25.3 million in fiscal 2004 from $21.5 million in the previous year. Fiscal 2004 domestic sales rose 17.9% from the previous year as acceptance of the Company’s suite of printer systems continued. Color printer sales increased by
+40.7% and media sales increased 7.2% during fiscal year 2004. International sales grew 16.5% over the prior year primarily as a result of the favorable impact of the foreign exchange rates and higher media sales. QuickLablel’s fiscal 2004
+segment profit margin improved to 11.7% up from 0.5% in the previous year. The improvement in segment profit margin is primarily attributed to the higher margins on both printer systems and media and higher volume. 
+G-T’s sales increased to $18.9 million in fiscal 2004 from $15.7 million
+in the previous year. G-T’s domestic sales were up 15.4% over the previous year while international sales were up 37.0%. The sales expansion is traceable to demand for the Company’s new clinical PSG and EEG product offerings and the higher
+Long-term Monitoring (LTM) product sales. The G-T’s segment operating margin increased to 14.3% in fiscal 2004 from 3.2% in the previous year. The increase in segment profit margin is primarily attributed to higher unit volume in fiscal 2004
+and fiscal 2003’s one-time charge of $413,000 related to restructuring and impairment. 
+Fiscal 2003 compared to Fiscal 2002 
+The Company’s sales in fiscal 2003 were $49.2 million down from the prior year’s sales of $49.4 million. Domestic sales of $36.2 million grew by 1.4% over fiscal 2002, while international sales of $13.0
+million were 
+12 
+Table of Contents 
+lower by 5.6% from the previous year. In the domestic channel hardware and software system sales were down 5.9% as customers deferred capital expenditures
+purchasing until the last quarter in fiscal 2003. However, domestic media and supply sales were healthy all year increasing by 14.1% from fiscal 2002. The weak European and other economies in our international markets had a negative impact on
+hardware and software sales as international sales were off by 16.8% from fiscal 2002. Notwithstanding the softness in capital expenditures internationally, media and supply volume remained healthy increasing 11.5% in fiscal 2003. 
+Gross profit decreased 5.2% to $18.1 million in fiscal 2003 from $19.1
+million in fiscal 2002. The Company’s gross profit margin declined to 36.8% from 38.7%. The decline in gross profit can be attributed primarily to the change in sales mix. 
+Selling, general and administrative spending (SG&A) declined 7.5% to $14.9 million from $16.1 million. The decline in
+SG&A expenses can be attributed to lower personnel costs, lower advertising expenses, lower commissions and the elimination of goodwill amortization. Research & Development (R&D) expenses increased to $4.1 million in fiscal 2003 from
+$3.7 million in fiscal 2002. R&D as a percentage of sales increased to 8.3% in this fiscal year as compared 7.6% in the prior year. 
+In fiscal year 2003, the Company implemented an organizational restructuring in an effort to reduce costs and streamline operations. The restructuring
+included workforce reductions in all areas of the Company and a significant curtailment of its Pennsylvania research facility. The Company eliminated 28 employees or approximately 8% of its workforce. In fiscal 2003, the Company recorded $490,000 of
+restructuring and impairment charges. These charges included $364,000 of severance and related termination benefit costs and a $126,000 charge to write-down the value of equipment used at the research facility. At January 31, 2003, $336,000 of
+severance and related termination benefit costs were accrued. 
+Interest and dividend income declined in fiscal 2003 to $198,000 from $248,000 in fiscal 2002. The decrease is due to lower yields on investments. Other income, net for fiscal 2003 was $136,000 as compared to fiscal 2003 other income, net
+of $188,000. 
+The Company recorded tax expense of $0.8 million
+for fiscal 2003. This provision was primarily the result of providing a full valuation allowance for the Company’s deferred tax assets. 
+The Company reports three segments that mirror the Company’s sales product groups (i.e., T&M, QuickLabel and G-T). The Company evaluates segment
+performance based on the operating segment’s profit before corporate and financial administration expenses. 
+T&M’s sales decreased to $11.9 million in fiscal 2003 from $12.1 million in the previous year. Both T&M’s domestic and international
+sales were 1% lower than the prior year. T&M’s segment profit margin improved to 8.5% in fiscal 2003 from 5.6% in the previous year. The improvement in T&M’s margin can be attributed to a favorable change in sales mix due to sales
+increases in T&M’s portable recorder and cockpit printers. In addition, T&M’s margins improved as a result of lower materials costs resulting from bringing the production of certain components in-house. 
+QuickLabel’s sales increased to $21.6 million in fiscal 2003 from $20.9
+million in the previous year. Fiscal 2003 domestic sales were 2.3% higher than the previous year while international sales rose 4.3% over the previous year. QuickLabels hardware and software system sales declined by 18.9%, while media sales
+increased 16.6%. QuickLabel’s fiscal 2003 segment profit margin declined to 0.5% down from 4.1% in the previous year. The decline in margin is primarily attributed to the change in sales mix. In addition, QuickLablel’s fiscal 2003 expenses
+include a restructuring charge of $30,000. 
+G-T’s sales
+decreased to $15.7 million in fiscal 2003 from $16.4 million in the previous year. The decline in G-T’s sales is attributed to a 23.3% decrease in G-T international sales. Domestic sales were up 1.1% over the 
+13 
+Table of Contents 
+previous year. The G-T’s segment operating margin declined to 3.2% in fiscal 2003 from 5.0% in the previous year. The decline in margin is primarily
+attributed to the $413,000 restructuring and impairment charge incurred in fiscal 2003. 
+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 $3.5 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, 2004, 2003 and 2002 are included on page
+29. Net cash flow provided by operating activities in fiscal year 2004 and 2003 were $4.4 million and $2.7 million, respectively. The increase in net cash flow from operations in fiscal 2004 is attributed primarily to the positive cash flow
+generated from the net income in fiscal 2004 versus a net loss in fiscal 2003. The Company’s cash collection cycle increased to 57 days sales outstanding from the prior year’s 53 days due to a slower collection cycle from the
+Company’s international customers. The Company’s inventory turns improved to 3.0 turns versus 2.8 turns in the prior year. Working capital balances at January 31, 2004 were $24.5 million, a 30% increase from the $18.8 million at January
+31, 2003. The composition of fiscal 2004 year-end working capital balance includes cash and marketable securities of $12.7 million as compared to $7.3 million of cash and marketable securities at the end of last year. The cash and marketable
+securities balance increased as a result of the positive cash flow from operations and the $2.6 million of proceeds received from the exercise of employee stock options. See financing activities discussion below for the tax impact on the exercise of
+stock options. 
+Net cash flow used by investing activities was
+$4.3 million and $1.3 in fiscal 2004 and 2003, respectively. Net cash flow provided by investing activities in fiscal 2002 was $1.2 million. The change in the cash flow in investing activities in 2004 and 2003 versus 2002 is attributed to the fact
+the Company invested its excess cash flow in investment securities in fiscal 2004 and 2003; whereas, in 2002 the Company liquidated certain securities available for sale to fund its working capital requirements. Capital expenditures were $0.7
+million, $0.6 million and $0.9 million in fiscal 2004, 2003 and 2002, respectively. 
+Net cash flow provided by financing activities was $1.7 million in fiscal 2004, versus net cash flow used in financing activities of $0.7 million in fiscal 2003 and fiscal 2002, respectively. The significant increase
+in cash flow from financing activities can be attributed to the $2.6 million of proceeds from the exercise of employee stock options. The majority of the stock acquired upon exercise of employee stock options was sold resulting in disqualified
+dispositions for tax purposes. Disqualified dispositions of stock acquired upon exercise of employee stock options provide the Company a tax benefit that is treated differently for book and tax purposes. For book purposes, generally accepted
+accounting principles require that the tax benefit associated with the disqualified dispositions be recorded in Additional Paid-in Capital (APIC) in Shareholders’ Equity. For tax purposes, the disqualified dispositions are valid expense
+deductions that lower the Company’s current income tax payable. At January 31, 2004, the Company had a tax benefit relating to disqualified dispositions of stock acquired upon exercise of employee stock options equal to approximately $1.5
+million ($3.8 million pretax). For tax purposes, this amount will be used to offset current and future income taxes payable. For book purposes, $0.1 million of the tax benefit was recognized in APIC. The other $1.4 million of the tax benefit was
+recognized in APIC with a full valuation allowance. 
+Dividends
+paid for the three-years ended fiscal 2004, 2003, and 2002 were $0.7 million in each year. The Company’s annual dividend per share was $0.16 in all three years. In fiscal 2004, the Company repurchased common stock at a cost of $0.2 million.
+Since the inception of the stock buy back program in fiscal 1997, the Company has repurchased 939,624 shares of its common stock. At January 31, 2004, the Company has Board of Directors’ authorization to purchase an additional 218,200 shares of
+the Company’s common stock in the future. 
+14 
+Table of Contents 
+Contractual Obligations, Commitments and Contingencies 
+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. 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 and expires in December of 2005. At January 31, 2004, $25,923 of
+additional consideration was owed to the sellers. 
+A summary of
+the Company’s contractual obligations and commitments as of January 31, 2004 is as follows: 
+In Millions 
+Payment Due 
+With in 
+1 Year 
+1-3 
+Years 
+Thereafter 
+Operating Leases 
+$ 
+0.1 
+$ 
+0.1 
+$ 
+— 
+Purchase Obligations 
+$ 
+2.7 
+— 
+— 
+Total 
+$ 
+2.8 
+$ 
+0.1 
+$ 
+— 
+Purchase obligations
+include amounts committed under legally enforceable contracts or purchase orders for goods and services with defined terms as to price, quantity, delivery and termination liability. 
+The Company is subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a
+wide range of matters, including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+The Company provides accruals for direct costs associated with the estimated
+resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued have been estimated and are based upon an analysis of
+potential results, assuming a combination of litigation and settlement strategies and outcomes. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company
+believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company. It is
+possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+Critical Accounting Policies 
+The Company’s discussion and analysis of its financial condition and
+results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. (See the Notes to the Consolidated Financial
+Statements included elsewhere herein.) Certain of the Company’s accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject
+to an inherent degree of uncertainty. The Company periodically evaluates the judgments and estimates used for its critical accounting policies to ensure that such judgments and estimates are reasonable for its interim and year-end reporting
+requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If different conditions result from those assumptions used in the
+Company’s judgments, the results could be materially different from the Company’s estimates. The Company’s critical accounting policies include: 
+Revenue Recognition: The majority of the Company’s product sales are recorded at the time of shipment and when persuasive
+evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable 
+15 
+Table of Contents 
+and collectibility is reasonably assured. Provisions are made at the time the related revenue is recognized for the cost of any installation or training
+obligations. When a sale arrangement involves training or installation the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting. This evaluation occurs at inception of the arrangement and as
+each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the
+same or similar element is sold separately. Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are delivered, revenue is recognized only after such
+obligations are fulfilled. 
+Warranty Claims and Bad
+Debts: Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost of sales and selling, general and administrative expense, respectively, at the time a sale is recorded. The amounts
+recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers
+for bad debts. The Company also periodically evaluates the adequacy of its reserves for warranty and bad debts recorded in its consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty claims can extend
+far into the future and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required by the Company in determining the appropriate amounts to record and such
+judgments may prove to be incorrect in the future. The Company believes that its procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted
+to the actual amounts. 
+Customer
+Returns: Customer returns are recorded on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period. The
+Company generally estimates customer returns based upon its historical experience while making adjustments for any changes in business conditions. 
+Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions to write-down
+obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of the Company analyzing the inventory supply on hand and estimating the net realizable value of the inventory
+based on historical experience, current business conditions and anticipated future sales. The Company believes that its procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent
+periods when the estimates are adjusted to the actual. 
+Income taxes: The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (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. The Company has historically had prepaid income tax assets due principally to the
+unfavorable tax consequences of recording expenses for required book reserves for such things as, bad debts, inventory valuation, and warranty that cannot be deducted for income tax purposes until such expenses are actually paid. The Company’s
+deferred tax liabilities consist primarily of favorable tax consequences associated with accelerated depreciation methods for tax purposes. SFAS No. 109 requires that a valuation allowance be established when it is “more likely than not”
+that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including the Company’s performance, the market environment in which the Company operates, length of
+carryforwards periods, existing sales backlog and future sales projections. The Company had previously provided valuation allowances only for future tax benefits resulting from certain foreign losses. However, where there are cumulative losses in
+recent years, SFAS 109 creates a strong presumption that a valuation allowance is needed. This presumption can be overcome in very limited circumstances. As a result of our cumulative loss position at January 31, 2003 and the increased uncertainty
+relative to the timing of profitability in future periods at that point 
+16 
+Table of Contents 
+in time, the Company concluded that is was appropriate to establish a valuation allowance for our entire net deferred tax asset. The Company expects to
+record a full valuation allowance on future tax benefits until we can sustain an appropriate level of profitability and until such time, the Company would not expect to recognize any significant tax benefits in our future results of operations,
+except as those benefits are realized on the tax return. 
+Long-Lived Asset and Goodwill: The impairment of Long-lived assets to be held and used are reviewed for impairment in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”
+whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and
+its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Goodwill impairment reviews are performed in accordance with the provisions of SFAS
+No. 142, “Goodwill and Other Intangible Assets”. Management evaluates the recoverability of goodwill annually, or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse
+changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are established primarily using
+a discounted cash flow methodology. The determination of discounted cash flows is based on the long-range planning forecast. 
+New Accounting Pronouncements 
+In January 2003 Financial Accounting Standards Board (FASB) Interpretation No. 46, “Consolidation of Variable Interest Entities” was issued.
+This interpretation requires a company to consolidate variable interest entities (“VIE”) if the enterprise is a primary beneficiary (holds a majority of the variable interest) of the VIE and the VIE has specific characteristics. It also
+requires additional disclosures for parties involved with VIEs. In October 2003, the FASB deferred the effective date of this interpretation for all VIEs to the first reporting period after December 15, 2003. The adoption of this interpretation did
+not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. 
+In April 2003, SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” was issued. The standard amends and
+clarifies financial reporting for derivative instruments and for hedging activities accounted for under SFAS No. 133 and was effective for contracts entered into or modified, and for hedges designated, after June 30, 2003. Adoption of the standard
+did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. 
+In May 2003, SFAS No. 150, “Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity” was issued. The standard
+establishes how an issuer classifies and measures certain freestanding financial instruments with characteristics of liabilities and equity and requires that such instruments be classified as liabilities. The standard was effective for financial
+instruments entered into or modified after May 31, 2003 and was otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of the standard did not have a material impact on the Company’s
+consolidated financial position, results of operations or cash flows. 
+In May 2003 the Emerging Issues Task Force reached a consensus on Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21) which became effective for revenue arrangements entered into in the third quarter of
+2003. In an arrangement with multiple deliverables, EITF 00-21 provides guidance to determine (a) how the arrangement consideration should be measured, (b) whether the arrangement should be divided into separate units of accounting, and (c) how the
+arrangement consideration should be allocated among the separate units of accounting. The Company adopted EITF 00-21 in the third quarter. The adoption of the standard did not have a material impact on the Company’s consolidated financial
+position, results of operations or cash flows. 
+17 
+Table of Contents 
+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, 2004, the Company’s investment in foreign assets was $1.6 million. An overall
+unfavorable change in foreign exchange rates of 10% would have resulted in an additional net loss of approximately $0.1 million and a $0.3 million reduction in shareholders’ equity as a result of the impact on the cumulative translation
+adjustment. 
+The Company, on occasion, utilizes foreign
+exchange option contracts to minimize its exposure associated with unfavorable changes in foreign exchanges rates on certain foreign denominated receivables. At January 31, 2004, the Company did not have any open contracts. The functional currencies
+of the Company’s foreign affiliates are their respective local operating currencies, which are translated for consolidated financial reporting purposes into U.S. dollars. 
+Item 8. Financial Statements and Supplementary Data 
+The consolidated financial statements required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1).
+The supplementary data regarding annual results of operations is set forth in the following table. 
+QUARTERLY FINANCIAL DATA (Unaudited) 
+(Dollars in Thousands, Except Per Share Amounts) 
+Quarters Ended 
+May 3, 
+2003 
+August 2, 
+2003 
+November 1, 
+2003 
+January 31, 
+2004 
+Net Sales 
+$ 
+13,214 
+$ 
+14,023 
+$ 
+14,386 
+$ 
+14,158 
+Gross Profit 
+$ 
+5,050 
+$ 
+5,816 
+$ 
+5,926 
+$ 
+6,197 
+Net Income 
+$ 
+506 
+$ 
+810 
+$ 
+901 
+$ 
+1,000 
+Net Income Per Common Share—Basic 
+$ 
+0.12 
+$ 
+0.19 
+$ 
+0.20 
+$ 
+0.21 
+Net Income Per Common Share—Diluted 
+$ 
+0.12 
+$ 
+0.18 
+$ 
+0.17 
+$ 
+0.18 
+May 4, 
+2002 
+August 3, 
+2002 
+November 2, 
+2002 
+January 31, 
+2003* 
+Net Sales 
+$ 
+11,438 
+$ 
+12,970 
+$ 
+11,789 
+$ 
+12,968 
+Gross Profit 
+$ 
+3,808 
+$ 
+4,856 
+$ 
+4,390 
+$ 
+5,031 
+Net Income (Loss) 
+$ 
+(632 
+) 
+$ 
+156 
+$ 
+(311 
+) 
+$ 
+(1,095 
+) 
+Net Income (Loss) Per Common Share—Basic and Diluted 
+$ 
+(0.15 
+) 
+$ 
+0.04 
+$ 
+(0.07 
+) 
+$ 
+(0.26 
+) 
+* 
+During the fourth quarter of January 31, 2003, the Company incurred a restructuring charge of $490,000 and a deferred tax asset valuation charge of $1.3 million.
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+None 
+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 
+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 2004 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 
+78 
+Chairman, Chief Executive Officer and Director 
+Everett V. Pizzuti 
+67 
+President, Chief Operating Officer and Director 
+Joseph P. O’Connell 
+60 
+Vice President and Treasurer, Chief Financial 
+Officer 
+John B. Chatten 
+76 
+President, Grass—Telefactor Product Group 
+Elias G. Deeb 
+61 
+Vice President—Media Products 
+Michael J. Sullivan 
+53 
+Vice President and Chief Technology Officer 
+Stephen M. Petrarca 
+41 
+Vice President—Instrument Manufacturing 
+Michael F. Silveira 
+38 
+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. 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. He is an electronic engineer and has been with the Company for eighteen
+years. 
+19 
+Table of Contents 
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in November 1998. He 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. He previously held financial management positions with Textron Inc., most recently serving in the Industrial
+Products, Mergers & Acquisitions group and with KPMG Peat Marwick LLP. He is a certified public accountant. 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer
+(“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) (who is both the principal financial and accounting officer) and Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive
+Officer and Senior Financial Officers, which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K. The Company will provide a copy of the Codes to shareholders, without charge, upon request directed to the
+Investor Relations Contact listed on the Company’s website, www.astromed.com , under the headings “Investor Relations – Corporate Governance”. The Company intends to post the Codes on the Company’s website under
+“Investor Relations – Corporate Governance” and to disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Controller or persons performing similar functions by posting such information on its website.
+Item 11. Executive Compensation 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2004 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 2004 annual meeting of shareholders.
+Equity Compensation Plan Information 
+The following table sets forth information about the Company’s equity
+compensation plans as of January 31, 2004: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding Options, 
+Warrants and Rights 
+Weighted-Average Exercise 
+Price of Outstanding 
+Options, Warrants and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+1,297,850 
+(1) 
+$ 
+6.13 
+858,350 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+N/A 
+— 
+Total 
+1,297,850 
+(1) 
+$ 
+6.13 
+858,350 
+(2) 
+(1) 
+Includes 642,950 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans and 630,900 shares issuable upon exercise of
+outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees and 24,000 shares issuable upon exercise of outstanding stock options granted under the Astro-Med,
+Inc. Non-Employee Director Stock Option Plan. 
+(2) 
+Includes 400,050 shares under the Astro-Med, Inc. 1997 Incentive Stock Option Plan, 452,300 shares under the Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan and 6,000 shares
+reserved for issuance under the Astro-Med, Inc. Non-Employee Director Stock Option Plan. 
+Additional information regarding these equity compensation plans is contained in Note 5 to the Company’s Consolidated Financial Statements included
+in Item 15 hereto. 
+20 
+Table of Contents 
+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.
+Item 14. Principal Accountant Fees And Services 
+The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement for the 2004 annual meeting of
+shareholders. 
+PART IV 
+Item 15. 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 Auditors 
+24-25 
+Consolidated Balance Sheets as of January 31, 2004 and 2003 
+26 
+Consolidated Statements of Operations—Years Ended January 31, 2004, 2003 and 2002 
+27 
+Consolidated Statements of Comprehensive Income (Loss) and Changes in Shareholders’ Equity—Years Ended January 31, 2004, 2003, and 2002 
+28 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2004, 2003, and 2002 
+29 
+Notes to Consolidated Financial Statements 
+30-42 
+(a)(2) Financial Statement Schedules: 
+Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 31, 2004, 2003, and 2002 
+43 
+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. 
+(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. 
+(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) 
+21 
+Table of Contents 
+Exhibit 
+Number 
+(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, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration
+Nos. 333-62431 and 333-63526, and incorporated by reference herein. 
+(10.7) 
+Employment Agreement between Astro-Med, Inc. and John B. Chatten dated as of December 14, 1999(a). 
+(10.8) 
+Astro-Med, Inc. Management Bonus Plan (Group III) (filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-Kfor the year ended
+January 31, 2003 and by this reference incorporated herein. (a) 
+(21) 
+List of Subsidiaries of the Company. 
+(23) 
+Consent of Independent Auditors. Explanation of Absence of Current Written Consent by Arthur Andersen LLP. 
+(23.1) 
+Consent of Independent Auditors. 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
+Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
+Sarbanes-Oxley Act of 2002. 
+(a) 
+Management contract or compensatory plan or arrangement. 
+(b) 
+Reports on Form 8-K: 
+On November 18, 2003, the Company filed a Current Report on Form 8-K announcing the third quarter consolidated earnings. 
+On December 18, 2003, the Company filed a Current Report on Form 8-K
+reporting under Item 9. Regulation FD Disclosure regarding Albert W. Ondis, Chief Executive Officer, of Astro-Med, Inc., (ALOT) posted remarks concerning the Company’s current stock price and recently issued Provident Equity Research Report on
+Yahoo’s message board. 
+22 
+Table of Contents 
+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) 
+Date: April 9, 2004 
+By: /s/ A LBERT W. O NDIS 
+(Albert W. Ondis, Chairman) 
+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 / A LBERT W.
+O NDIS 
+Albert W. Ondis 
+Chairman and Director 
+(Principal Executive Officer) 
+April 9, 2004 
+/s/ E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+President and Director 
+(Principal Operating Officer) 
+April 9, 2004 
+/s/ J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Vice President and Treasurer (Principal Financial Officer) 
+April 9, 2004 
+/s/ M ICHAEL F.
+S ILVEIRA 
+Michael F. Silveira 
+Controller (Principal Accounting Officer) 
+April 9, 2004 
+/s/ J ACQUES V.
+H OPKINS 
+Jacques V. Hopkins 
+Director 
+April 9, 2004 
+23 
+Table of Contents 
+REPORT OF INDEPENDENT AUDITORS 
+To the Shareholders of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheets of Astro-Med,
+Inc. (the “Company”) as of January 31, 2004 and 2003, and the related consolidated statements of operations, comprehensive income (loss) and changes in shareholders’ equity and cash flows for the years then ended. Our audit also
+included the financial statement schedule for those years listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
+financial statements and schedule based on our audit. The consolidated financial statements of the Company for the year ended January 31, 2002 were audited by other auditors who have ceased operations and whose report dated March 15, 2002, expressed
+an unqualified opinion on those statements before the revisions described in Note 1. 
+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, financial statements referred to above present fairly, in all material respects, the consolidated financial
+position of Astro-Med, Inc. at January 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Also, in our
+opinion, the related financial statement schedule for those years, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. 
+As discussed in Note 1 to the consolidated financial statements, effective
+February 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” 
+As discussed above, the financial statements of Astro-Med, Inc. for the year ended January 31, 2002 were audited by other auditors who have ceased
+operations. As described in Note 1, these financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, which
+was adopted by the Company as of February 1, 2002. Our audit procedures with respect to the disclosures in Note 1 with respect to 2002 included (a) agreeing the previously reported net loss to the previously issued financial statements and the
+adjustments to reported net loss representing amortization expense (including any related tax effects) recognized in those periods related to goodwill to the Company’s underlying records obtained from management, and (b) testing the
+mathematical accuracy of the reconciliation of adjusted net loss to reported net loss, and the related loss per share amounts. In our opinion, the disclosures for 2002 in Note 1 are appropriate. However, we were not engaged to audit, review, or
+apply any procedures to the 2002 financial statements of the Company other than with respect to such disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2002 financial statements taken as a whole.
+ERNST & YOUNG LLP 
+Providence, Rhode Island 
+March 12, 2004 
+24 
+Table of Contents 
+REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 
+To the
+Shareholders of Astro-Med, Inc.: 
+We have audited the
+accompanying consolidated balance sheets of Astro-Med, Inc. (a Rhode Island Corporation) and subsidiaries as of January 31, 2002 and 2001, 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, 2002. These financial statements and schedule referred to below are the responsibility of the Company’s management. Our responsibility is to express an opinion on
+these financial statements and schedule 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, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2002, 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 15, 2002 
+Note: This report of Independent
+Certified Public Accountants is a copy of a previously issued Arthur Andersen LLP (“Andersen”) report and has not been reissued by Andersen. The inclusion of this previously issued Andersen report is made pursuant to Section 2.02(e) of
+regulation S-X. Note that this previously issued Andersen report includes references to certain fiscal years which are not required to be presented in the accompanying consolidated financial statements as of and for the year ended January 31, 2002.
+25 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED
+BALANCE SHEETS 
+As of January 31, 2004 and 2003
+2004 
+2003 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+4,998,643 
+$ 
+3,217,035 
+Securities Available for Sale (Note 2) 
+7,678,684 
+4,118,991 
+Accounts Receivable, net of reserves $367,194 and $366,700, respectively 
+9,814,784 
+8,347,375 
+Inventories (Note 3) 
+9,110,167 
+8,900,463 
+Prepaid Expenses and Other Current Assets (Note 6) 
+414,833 
+370,342 
+Total Current Assets 
+32,017,111 
+24,954,206 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+401,566 
+401,566 
+Buildings and Improvements 
+7,522,092 
+7,415,860 
+Machinery and Equipment (Note 11) 
+17,243,103 
+16,424,422 
+25,166,761 
+24,241,848 
+Less Accumulated Depreciation 
+(18,042,022 
+) 
+(16,891,169 
+) 
+7,124,739 
+7,350,679 
+OTHER ASSETS 
+Goodwill (Notes 1 and 10) 
+2,336,721 
+2,310,798 
+Amounts Due from Officers 
+480,314 
+480,314 
+Other 
+106,072 
+113,881 
+2,923,107 
+2,904,993 
+$ 
+42,064,957 
+$ 
+35,209,878 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+2,156,896 
+$ 
+2,423,260 
+Accrued Compensation (Note 11) 
+2,509,434 
+1,768,777 
+Accrued Expenses (Note 12) 
+2,817,118 
+1,937,124 
+Income Taxes Payable 
+34,380 
+— 
+Total Current Liabilities 
+7,517,828 
+6,129,161 
+DEFERRED INCOME TAXES (Note 6) 
+— 
+— 
+COMMITMENTS AND CONTINGENCIES (Notes 7, 10, and 13) 
+SHAREHOLDERS’ EQUITY (Note 5) 
+Preferred Stock, $10 Par Value, Authorized 100,000 Shares, Issued None 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 Shares, Issued 5,716,061 and 5,168,367, Shares, respectively 
+285,803 
+258,418 
+Additional Paid-in Capital 
+8,336,806 
+5,647,568 
+Retained Earnings 
+31,703,077 
+29,190,013 
+Treasury Stock, at Cost, 969,695 and 897,895 Shares, respectively 
+(6,095,755 
+) 
+(5,860,609 
+) 
+Accumulated Other Comprehensive Income (Loss) 
+317,198 
+(154,673 
+) 
+34,547,129 
+29,080,717 
+$ 
+42,064,957 
+$ 
+35,209,878 
+The accompanying notes
+are an integral part of these financial statements. 
+26 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED
+STATEMENTS OF OPERATIONS 
+Years Ended January 31, 2004,
+2003 and 2002 
+2004 
+2003 
+2002 
+Net Sales 
+$ 
+55,780,636 
+$ 
+49,164,832 
+$ 
+49,390,937 
+Cost of Sales 
+32,791,446 
+31,079,350 
+30,284,573 
+Gross Profit 
+22,989,190 
+18,085,482 
+19,106,364 
+Costs and Expenses: 
+Selling, General and Administrative 
+15,673,388 
+14,910,990 
+16,090,402 
+Research and Development 
+3,685,838 
+4,079,783 
+3,743,516 
+Restructuring and Impairment (Credits) Charges (Note 11) 
+(15,014 
+) 
+490,225 
+— 
+19,344,212 
+19,480,998 
+19,833,918 
+Operating (Loss) Income 
+3,644,978 
+(1,395,516 
+) 
+(727,554 
+) 
+Other Income (Expense): 
+Interest Income 
+202,065 
+197,530 
+247,813 
+Other, net 
+(62,842 
+) 
+136,260 
+187,934 
+139,223 
+333,790 
+435,747 
+Income (Loss) before Income Taxes 
+3,784,201 
+(1,061,726 
+) 
+(291,807 
+) 
+Income Tax Provision (Benefit) 
+567,380 
+820,042 
+(58,706 
+) 
+Net Income (Loss) 
+$ 
+3,216,821 
+$ 
+(1,881,768 
+) 
+$ 
+(233,101 
+) 
+Net Income (Loss) Per Common Share—Basic 
+$ 
+0.73 
+$ 
+(0.44 
+) 
+$ 
+(0.05 
+) 
+Net Income (Loss) Per Common Share—Diluted 
+$ 
+0.66 
+$ 
+(0.44 
+) 
+$ 
+(0.05 
+) 
+Weighted Average Number of Common Shares Outstanding— Basic 
+4,397,303 
+4,268,506 
+4,259,423 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+4,856,450 
+4,268,506 
+4,259,423 
+Dividends Declared Per Common Share 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+The accompanying notes are an integral part of these financial statements. 
+27 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED
+STATEMENTS OF COMPREHENSIVE INCOME (LOSS) AND CHANGES IN 
+SHAREHOLDERS’ EQUITY 
+Years Ended January 31, 2004, 2003 and 2002 
+2004 
+2003 
+2002 
+Comprehensive Income (Loss) 
+Net Income (Loss) 
+$ 
+3,216,821 
+$ 
+(1,881,768 
+) 
+$ 
+(233,101 
+) 
+Other Comprehensive Income (Loss), Net 
+Foreign currency translation adjustments 
+500,195 
+207,798 
+(142,454 
+) 
+Unrealized gain (loss) on securities available for sale, net of taxes 
+(28,324 
+) 
+277 
+43,411 
+Other comprehensive income (loss), net 
+471,871 
+208,075 
+(99,043 
+) 
+Comprehensive Income (Loss) 
+$ 
+3,688,692 
+$ 
+(1,673,693 
+) 
+$ 
+(332,144 
+) 
+Shareholders’ Equity 
+Common Stock, $0.05 Par Value: 
+Balance at beginning of year 
+$ 
+258,418 
+$ 
+258,251 
+$ 
+258,039 
+Net proceeds from issuance of Company common stock (Note 5) 
+27,385 
+167 
+212 
+Balance at end of year 
+285,803 
+258,418 
+258,251 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+5,647,568 
+5,636,570 
+5,706,870 
+Net proceeds from issuance of Company common stock (Note 5) 
+14,342 
+10,998 
+15,139 
+Proceeds from the exercise of employee stock options (Note 6) 
+2,561,992 
+— 
+— 
+Tax benefit of employee stock options 
+112,904 
+— 
+— 
+Net cost of shares issued to Employee Stock Ownership Plan (Note 5) 
+— 
+— 
+(85,439 
+) 
+Balance at end of year 
+8,336,806 
+5,647,568 
+5,636,570 
+Retained Earnings: 
+Balance at beginning of year 
+29,190,013 
+31,753,694 
+32,667,859 
+Net income (loss) 
+3,216,821 
+(1,881,768 
+) 
+(233,101 
+) 
+Dividends paid 
+(703,757 
+) 
+(681,913 
+) 
+(681,064 
+) 
+Balance at end of year 
+31,703,077 
+29,190,013 
+31,753,694 
+Treasury Stock: 
+Balance at beginning of year 
+(5,860,609 
+) 
+(5,860,609 
+) 
+(6,076,003 
+) 
+Purchases of Company common stock (Note 5) 
+(235,146 
+) 
+— 
+— 
+Shares issued to Employee Stock Ownership Plan (Note 5) 
+— 
+— 
+215,394 
+Balance at end of year 
+(6,095,755 
+) 
+(5,860,609 
+) 
+(5,860,609 
+) 
+Accumulated Other Comprehensive Loss: 
+Balance at beginning of year 
+(154,673 
+) 
+(362,748 
+) 
+(263,705 
+) 
+Other comprehensive income (loss), net 
+471,871 
+208,075 
+(99,043 
+) 
+Balance at end of year 
+317,198 
+(154,673 
+) 
+(362,748 
+) 
+Total Shareholders’ Equity 
+$ 
+34,547,129 
+$ 
+29,080,717 
+$ 
+31,425,158 
+The accompanying notes
+are an integral part of these financial statements. 
+28 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED
+STATEMENTS OF CASH FLOWS 
+Years Ended January 31, 2004,
+2003 and 2002 
+2004 
+2003 
+2002 
+Cash Flows from Operating Activities: 
+Net Income (Loss) 
+$ 
+3,216,821 
+$ 
+(1,881,768 
+) 
+$ 
+(233,101 
+) 
+Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Operating Activities: 
+Depreciation and Amortization 
+1,248,453 
+1,387,486 
+1,641,971 
+Impairment Charge 
+— 
+125,912 
+— 
+Gain on Sale of Assets 
+— 
+(12,017 
+) 
+(25,650 
+) 
+Deferred Income Tax Expense (Benefit) 
+— 
+949,553 
+(160,694 
+) 
+Changes in Assets and Liabilities: 
+Accounts Receivable 
+(1,467,409 
+) 
+826,193 
+1,490,056 
+Inventories 
+(213,907 
+) 
+1,213,526 
+253,394 
+Other 
+290,081 
+28,624 
+(194,622 
+) 
+Accounts Payable and Accrued Expenses 
+1,336,654 
+43,422 
+(1,394,663 
+) 
+Income Taxes Payable 
+34,380 
+— 
+(96,058 
+) 
+Total Adjustments 
+1,228,252 
+4,562,699 
+1,513,734 
+Net Cash Provided by Operating Activities 
+4,445,073 
+2,680,931 
+1,280,633 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+2,580,548 
+2,508,557 
+2,244,742 
+Purchases of Securities Available for Sale 
+(6,178,524 
+) 
+(3,235,538 
+) 
+(163,798 
+) 
+Proceeds from Sales of Assets 
+— 
+— 
+25,650 
+Additions to Property, Plant and Equipment 
+(722,018 
+) 
+(619,423 
+) 
+(911,030 
+) 
+Net Cash (Used in) Provided by Investing Activities 
+(4,319,994 
+) 
+(1,346,404 
+) 
+1,195,564 
+Cash Flows from Financing Activities: 
+Issuance of Capital Leases 
+— 
+13,300 
+— 
+Principal Payments on Capital Leases 
+(8,290 
+) 
+(29,765 
+) 
+(46,832 
+) 
+Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans 
+2,603,722 
+11,165 
+15,351 
+Purchases of Treasury Stock 
+(235,146 
+) 
+— 
+— 
+Dividends Paid 
+(703,757 
+) 
+(681,913 
+) 
+(681,064 
+) 
+Net Cash Provided by (Used in) Financing Activities 
+1,656,529 
+(687,213 
+) 
+(712,545 
+) 
+Net Increase in Cash and Cash Equivalents 
+1,781,608 
+647,314 
+1,763,652 
+Cash and Cash Equivalents, Beginning of Year 
+3,217,035 
+2,569,721 
+806,069 
+Cash and Cash Equivalents, End of Year 
+$ 
+4,998,643 
+$ 
+3,217,035 
+$ 
+2,569,721 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Income Taxes 
+$ 
+311,900 
+$ 
+131,195 
+$ 
+129,016 
+Non-Cash Transfers: 
+Demonstration Equipment Transferred from (to) Inventory to (from) Property, Plant and Equipment 
+$ 
+4,203 
+$ 
+(129,193 
+) 
+$ 
+285,849 
+The accompanying notes
+are an integral part of these financial statements. 
+29 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO
+CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2004
+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 90 days 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 (loss) in 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). 
+Revenue Recognition: The majority of the Company’s
+product sales are recorded at the time of shipment and when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured. Provisions are made at the time the
+related revenue is recognized for the cost of any installation or training obligations. When a sale arrangement involves training or installation the deliverables in the arrangement are evaluated to determine whether they represent separate units of
+accounting. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each
+element is established generally based on the sales price charged when the same or similar element is sold separately. Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations
+remain after products are delivered, revenue is recognized only after such obligations are fulfilled. 
+The Company reports amounts billed to customers for shipping and handling fees in sales. 
+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. 
+Long-Lived Assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be
+recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects
+to hold and use is based on the fair value of the asset. 
+The
+Company adopted Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets, as of February 1, 2002. SFAS No. 141 requires that the purchase method of accounting be used
+for all business combinations initiated after June 30, 2001. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only 
+30 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+approach. Also, under SFAS No. 142, amortization of goodwill to earnings is discontinued and the carrying value of goodwill will be evaluated for impairment
+on at least an annual basis. In accordance with the provisions of this statement, management evaluates the recoverability of goodwill annually, or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash
+flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are
+established primarily using a discounted cash flow methodology. The determination of discounted cash flows is based on the long-range planning forecast. The Company completed the goodwill impairment reviews and it has been determined that the
+goodwill is not impaired. The Company performs its goodwill impairment review in the fourth quarter of each fiscal year, unless events or circumstances change. The impact of discontinuing the amortization of goodwill for the year ending January 31,
+2002 would have changed to the following pro forma net loss and pro forma net loss per share amounts: 
+2002 
+Net Loss as Reported 
+$ 
+(233,101 
+) 
+Amortization of Goodwill, After Taxes 
+123,756 
+Pro forma Adjusted Net Loss 
+$ 
+(109,345 
+) 
+Net Loss Per Share as Reported 
+$ 
+(0.05 
+) 
+Amortization of Goodwill, After Taxes 
+0.03 
+Pro forma Adjusted Net Loss Per Share 
+$ 
+(0.02 
+) 
+Income
+Taxes: The Company accounts for income taxes in accordance with 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. The Company is subject to the examination of its income tax returns by the Internal Revenue Service and other tax authorities. The Company evaluates the
+likelihood of unfavorable adjustments arising from the examinations and believes adequate provisions have been made in the income tax provision. 
+Net Income (Loss) Per Common Share: Net income (loss) per common share have been computed and presented pursuant to the provisions of
+SFAS No. 128, Earnings per Share. Net income (loss) 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 No. 128, options to purchase 1,297,850, 2,023,575 and 1,653,075 shares of common stock were outstanding during fiscal 2004, 2003
+and 2002, respectively. In fiscal years 2004, 2003 and 2002, there were 40,500, 2,023,575 and 1,653,075 options that were not included in the computation of diluted net income (loss) per common share because their inclusion would be anti-dilutive.
+Stock compensation plans are more fully described in Note 5 Shareholders’ Equity. 
+January 31, 
+2004 
+2003 
+2002 
+Weighted Average Common Shares Outstanding—Basic 
+4,397,303 
+4,268,506 
+4,259,423 
+Dilutive Effect of Options Outstanding 
+459,147 
+— 
+— 
+Weighted Average Common Shares Outstanding—Diluted 
+4,856,450 
+4,268,506 
+4,259,423 
+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 allowances for bad debts 
+31 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+and credits, inventory valuation, impairment of long-lived assets, income taxes 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. 
+Allowance for Doubtful
+Accocunts: In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, an allowance is established. The majority of accounts are individually evaluated on a regular basis and
+appropriate allowances are established as deemed appropriate. The remainder of the allowance is based upon historical trends and current market assessments. 
+Fair Value of Financial Instruments: The Company’s financial instruments consist mainly of cash and cash equivalents, accounts
+receivable, and accounts payable. The carrying amounts of these financial instruments as of January 31, 2004 approximate fair value. 
+Stock-Based Compensation: As permitted by SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company accounts for
+its stock-based compensation under the intrinsic value method in accordance with Accounting Principles Board (APB) Opinion 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 (loss) and net income (loss) per share would have changed to the pro forma amounts
+indicated below: 
+Years Ended January 31 
+2004 
+2003 
+2002 
+Net Income (Loss) 
+As reported 
+$ 
+3,216,821 
+$ 
+(1,881,768 
+) 
+$ 
+(233,101 
+) 
+Pro forma 
+$ 
+3,076,062 
+$ 
+(2,343,861 
+) 
+$ 
+(605,180 
+) 
+Net Income (Loss) per share 
+As reported, Basic 
+$ 
+0.73 
+$ 
+(0.44 
+) 
+$ 
+(0.05 
+) 
+Pro forma, Basic 
+$ 
+0.70 
+$ 
+(0.55 
+) 
+$ 
+(0.14 
+) 
+As reported, Diluted 
+$ 
+0.66 
+$ 
+(0.44 
+) 
+$ 
+(0.05 
+) 
+Pro forma, Diluted 
+$ 
+0.63 
+$ 
+(0.55 
+) 
+$ 
+(0.14 
+) 
+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 2004, 2003 and 2002 was $0.98,
+$1.10, and $1.11, respectively. 
+Years Ended January 31, 
+2004 
+2003 
+2002 
+Risk-free interest rate 
+3.5 
+% 
+3.5 
+% 
+4.1 
+% 
+Expected life (years) 
+5 
+5 
+5 
+Expected volatility 
+45.0 
+% 
+45.0 
+% 
+36.0 
+% 
+Expected dividend yield 
+4.3 
+% 
+4.3 
+% 
+4.0 
+% 
+New Accounting Pronouncements:
+In January 2003 Financial Accounting Standards Board
+(FASB) Interpretation No. 46, “Consolidation of Variable Interest Entities” was issued. This interpretation requires a company to consolidate variable interest entities (“VIE”) if the enterprise is a primary beneficiary (holds a
+majority of the variable interest) of the VIE and the VIE has specific characteristics. It also requires additional disclosures for parties involved with VIEs. In 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+October 2003, the FASB deferred the effective date of this interpretation for all VIEs to the first reporting period after December 15, 2003. The adoption of
+this interpretation did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. 
+In April 2003, SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” was issued. The standard amends and
+clarifies financial reporting for derivative instruments and for hedging activities accounted for under SFAS No. 133 and was effective for contracts entered into or modified, and for hedges designated, after June 30, 2003. Adoption of the standard
+did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. 
+In May 2003, SFAS No. 150, “Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity” was issued. The standard
+establishes how an issuer classifies and measures certain freestanding financial instruments with characteristics of liabilities and equity and requires that such instruments be classified as liabilities. The standard was effective for financial
+instruments entered into or modified after May 31, 2003 and was otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of the standard did not have a material impact on the Company’s
+consolidated financial position, results of operations or cash flows. 
+In May 2003 the Emerging Issues Task Force reached a consensus on Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21) which became effective for revenue arrangements entered into in the third quarter of
+2003. In an arrangement with multiple deliverables, EITF 00-21 provides guidance to determine (a) how the arrangement consideration should be measured, (b) whether the arrangement should be divided into separate units of accounting, and (c) how the
+arrangement consideration should be allocated among the separate units of accounting. The Company adopted EITF 00-21 in the third quarter. The adoption of the standard did not have a material impact on the Company’s consolidated financial
+position, results of operations or cash flows. 
+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: 
+Market 
+Value 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Amortized Cost 
+January 31, 2004 
+Corporate 
+$ 
+1,681,965 
+$ 
+— 
+$ 
+(2,696 
+) 
+$ 
+1,684,661 
+Governmental 
+5,996,719 
+39,008 
+(20,344 
+) 
+5,978,055 
+$ 
+7,678,684 
+$ 
+39,008 
+$ 
+(23,040 
+) 
+$ 
+7,662,716 
+January 31, 2003 
+Corporate 
+$ 
+1,400,737 
+$ 
+6,501 
+$ 
+— 
+$ 
+1,394,236 
+Governmental 
+2,718,254 
+51,637 
+(568 
+) 
+2,667,185 
+$ 
+4,118,991 
+$ 
+58,138 
+$ 
+(568 
+) 
+$ 
+4,061,421 
+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 operations. 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The expected maturity dates of these securities are as follows: Less than one year—$1,679,220;
+One to Five Years—$1,798,543; and greater than Ten Years—$4,200,921. Actual maturities may differ as a result of sales or earlier issuer redemptions. 
+Note 3—Inventories 
+Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and manufacturing overhead. The components of
+inventories are as follows: 
+January 31, 
+2004 
+2003 
+Materials and Supplies 
+$ 
+4,775,796 
+$ 
+4,807,858 
+Work-in-Progress 
+734,374 
+707,169 
+Finished Goods 
+3,599,997 
+3,385,436 
+$ 
+9,110,167 
+$ 
+8,900,463 
+Note 4—Debt 
+The Company has a $3.5 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. 
+Note 5—Shareholders’ Equity 
+Common Stock: The Company repurchased 71,800 shares of its common stock in fiscal 2004 for $235,000. The Company’s Board of Directors has authorized the purchase of up to an
+additional 218,200 shares of the Company’s common stock on the open market in the future as of January 31, 2004. 
+The Company maintains the following benefit plans involving the Company’s common stock: 
+Stock Option Plans: As of January 31, 2004, the Company has two incentive stock option plans
+and one non-qualified stock option plan under which options may be granted to officers and key employees. Options vest over various periods that range from six months to five years. Options for an aggregate of 1,500,000 shares may be granted under
+the incentive stock option plans at option prices of not less than fair market value at the date of grant. Options for an aggregate of 1,000,000 shares may be granted under the non-qualified plan at option prices of not less than 50% of fair market
+value at the date of grant. 
+In addition, the Company has a
+Non-Employee Director Stock Option Plan under which each non-employee director automatically receives an annual grant of options to acquire 1,000 shares of common stock. The options are granted as of the first business day of January of each year at
+an option price equal to the fair market value at the date of grant. Options for a total of 30,000 shares may be granted under the plan. 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Summarized option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2001 
+1,334,450 
+$ 3.33–$13.00 
+$ 
+7.30 
+Options Granted 
+363,000 
+$ 3.75– $4.31 
+$ 
+4.31 
+Options Expired 
+(44,375 
+) 
+$ 4.31–$11.25 
+$ 
+7.20 
+Options Outstanding, January 31, 2002 
+1,653,075 
+$ 3.33–$13.00 
+$ 
+6.64 
+Options Granted 
+434,000 
+$ 3.20– $4.43 
+$ 
+3.70 
+Options Expired 
+(63,500 
+) 
+$ 3.70–$10.25 
+$ 
+5.88 
+Options Outstanding, January 31, 2003 
+2,023,575 
+$ 3.20–$13.00 
+$ 
+6.03 
+Options Granted 
+155,200 
+$ 3.30–$13.18 
+$ 
+3.49 
+Options Exercised 
+(545,800 
+) 
+$ 3.30–$10.25 
+$ 
+4.74 
+Options Expired 
+(335,125 
+) 
+$ 3.20–$13.00 
+$ 
+6.60 
+Options Outstanding, January 31, 2004 
+1,297,850 
+$ 3.20–$13.18 
+$ 
+6.13 
+Options Exercisable, January 31, 2004 
+1,294,675 
+$ 3.30–$10.25 
+$ 
+6.11 
+Options Exercisable, January 31, 2003 
+1,917,473 
+$ 3.33–$13.00 
+$ 
+6.07 
+Options Exercisable, January 31, 2002 
+1,503,033 
+$ 3.33–$13.00 
+$ 
+6.74 
+Set forth below is a
+summary of options outstanding at January 31, 2004: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$3.30-$4.43 
+491,900 
+$ 
+3.92 
+8yrs. 
+491,900 
+$ 
+3.92 
+$4.94-$6.50 
+167,950 
+$ 
+5.33 
+5yrs. 
+167,775 
+$ 
+5.33 
+$7.50-$8.44 
+597,500 
+$ 
+7.88 
+4yrs. 
+597,500 
+$ 
+7.88 
+$9.25-$13.18 
+40,500 
+$ 
+10.39 
+3yrs. 
+37,500 
+$ 
+10.17 
+1,297,850 
+1,294,675 
+At January 31, 2004,
+options covering 400,050 shares under the incentive plans, 452,300 shares under the non-qualified plan and 6,000 shares under the Non-Employee Director Stock Option Plan were available for future grant. 
+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 were initially reserved for issuance under the Plan.
+Summarized Plan activity is as follows: 
+Years Ended January 31, 
+2004 
+2003 
+2002 
+Shares Reserved, Beginning 
+84,088 
+87,428 
+91,675 
+Shares Purchased 
+(1,894 
+) 
+(3,340 
+) 
+(4,247 
+) 
+Shares Reserved, Ending 
+82,194 
+84,088 
+87,428 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+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 $75,000 in fiscal 2004. No amounts were paid or accrued in fiscal 2003 or fiscal 2002. 
+Note 6—Income Taxes 
+The components of domestic and foreign income (loss) before the provision
+(benefit) for income taxes are as follows: 
+Years Ended January 31, 
+2004 
+2003 
+2002 
+Domestic 
+$ 
+2,815,448 
+$ 
+(1,184,583 
+) 
+$ 
+(457,950 
+) 
+Foreign 
+968,753 
+122,857 
+166,143 
+Total 
+$ 
+3,784,201 
+$ 
+(1,061,726 
+) 
+$ 
+(291,807 
+) 
+The components of the
+provision (benefit) for income taxes are as follows: 
+Years Ended January 31, 
+2004 
+2003 
+2002 
+Current: 
+Federal 
+$ 
+210,911 
+$ 
+(180,281 
+) 
+$ 
+38,689 
+State 
+11,989 
+(11,690 
+) 
+11,300 
+Foreign 
+344,480 
+62,460 
+51,999 
+567,380 
+(129,511 
+) 
+101,988 
+Deferred: 
+Federal 
+— 
+883,084 
+(143,018 
+) 
+State 
+— 
+66,469 
+(17,676 
+) 
+— 
+949,553 
+(160,694 
+) 
+$ 
+567,380 
+$ 
+820,042 
+$ 
+(58,706 
+) 
+The provision
+(benefit) for income taxes differs from the amount computed by applying the statutory federal income tax rate (34%) to income (loss) before income taxes, due to the following: 
+Years Ended January 31, 
+2004 
+2003 
+2002 
+Income Tax Provision (Benefit) at Statutory Rate 
+$ 
+1,286,628 
+$ 
+(360,987 
+) 
+$ 
+(99,215 
+) 
+State Taxes, Net of Federal Income Tax Benefits 
+49,236 
+(52,461 
+) 
+(13,879 
+) 
+Change in Valuation Allowance 
+(745,925 
+) 
+1,252,220 
+— 
+Other, Net 
+(22,559 
+) 
+(18,730 
+) 
+54,388 
+$ 
+567,380 
+$ 
+820,042 
+$ 
+(58,706 
+) 
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+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 are as follows: 
+January 31, 
+2004 
+2003 
+Deferred Tax Assets: 
+Net Operating Loss Carryforward 
+$ 
+1,492,161 
+$ 
+481,370 
+Inventory Reserves 
+1,007,781 
+1,264,341 
+R&D Credits 
+519,000 
+— 
+Vacation Accrual 
+272,657 
+299,305 
+Foreign Tax Credits 
+177,650 
+— 
+Deferred Service Contract Revenue 
+136,329 
+93,774 
+Reserve for Doubtful Accounts 
+108,388 
+122,114 
+Other 
+207,829 
+78,370 
+3,921,795 
+2,339,274 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+865,411 
+686,330 
+Other 
+61,493 
+295,724 
+926,904 
+982,054 
+Subtotal 
+2,994,891 
+1,357,220 
+Valuation Allowance 
+(2,994,891 
+) 
+(1,357,220 
+) 
+Net Deferred Tax Assets 
+$ 
+— 
+$ 
+— 
+Compliance with SFAS
+109 requires the Company to periodically evaluate the necessity of establishing or increasing a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related benefit will be recognized in future periods.
+Because of the cumulative loss position of the Company at January 31, 2003 and the uncertainty of the timing of profitability in future periods at that point in time, the Company established a full valuation allowance on its net deferred tax assets.
+The Company expects to maintain a full valuation allowance on future tax benefits until we can sustain an appropriate level of profitability, and until such time, the Company would not expect to recognize any significant tax benefits in our future
+results of operations, except as those benefits are realized on the tax return. $116,000 of the valuation allowance relates to the Company’s wholly owned subsidiary Astro-Med SRL. This subsidiary has a $300,000 net operating loss carryforward
+that can be carried forward indefinitely. The future tax benefits of this net operating loss carryforward is uncertain because it is limited to future annual taxable income of the subsidiary. 
+During fiscal 2004, the Company received proceeds from the exercise of
+employee stock options. The majority of the stock acquired upon exercise of employee stock options was sold in disqualified dispositions for tax purposes. Disqualified dispositions of stock acquired upon exercise by employee stock options provide
+the Company a tax benefit that is treated differently for book and tax purposes. For book purposes, the tax benefit is recorded in Additional Paid-in-Capital (APIC) in Shareholders’ Equity. For tax purposes, the tax benefit is a valid deduction
+that lowers the Company’s current income tax payable. At January 31, 2004, the Company had a deferred tax benefit relating to disqualified dispositions of stock acquired upon exercise of employee stock options equal to approximately $1.5
+million ($3.8 million pretax). For tax purposes, this amount will be used to offset current and future income taxes payable. For book purposes, $0.1 million of the tax benefit was recognized in APIC. The other $1.4 million of the tax benefit was
+recognized in APIC with a full valuation allowance. 
+37 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 7—Leases and Other Contractual Obligations 
+Minimum payments under noncancellable operating leases at January 31, 2004
+were as follows: 
+Year Ending January 31, 
+Operating 
+Leases 
+2005 
+$ 
+134,247 
+2006 
+78,430 
+2007 
+25,167 
+2008 
+4,859 
+2009 and Thereafter 
+— 
+Minimum Lease Payments 
+$ 
+242,703 
+The Company incurred
+rent expense in the amount of $410,465, $385,217 and $349,940 for the fiscal years 2004, 2003 and 2002, respectively. 
+The Company has purchase obligations in the amount of $2,675,000 due within one year for goods and services with defined terms as to price, quantity,
+delivery and termination liability. 
+Note 8—Nature of Operations,
+Segment Reporting and Geographical 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, neuropsychological 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 will report three reporting segments consistent with its sales
+product groups Test & Measurement (T&M); QuickLabel Systems (QuickLabel) and Grass-Telefactor (G-T). 
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the aerospace,
+automotive, metal mill, power and telecommunications industries. QuickLabel produces an array of high-technology digital label printers, automatic labelers, print and apply systems, labeling software and consumables for a variety of commercial
+industries worldwide. G-T produces a range of instrumentation equipment and supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG – Sleep Monitoring) and biomedical research applications used worldwide by
+universities, medical centers and companies engaged in a variety of clinical and research activities. The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies within the
+notes to the consolidated financial statements. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+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. 
+38 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The following tables summarizes selected financial information by segment: 
+(in thousands) 
+Sales 
+Segment Operating Profit 
+Segment 
+Operating Profit % 
+2004 
+2003 
+2002 
+2004 
+2003* 
+2002 
+2004 
+2003 
+2002 
+T&M 
+$ 
+11,639 
+$ 
+11,943 
+$ 
+12,057 
+$ 
+839 
+$ 
+1,021 
+$ 
+675 
+7.2 
+% 
+8.5 
+% 
+5.6 
+% 
+QuickLabel 
+25,290 
+21,546 
+20,928 
+2,954 
+114 
+863 
+11.7 
+% 
+0.5 
+% 
+4.1 
+% 
+G-T 
+18,852 
+15,676 
+16,406 
+2,695 
+506 
+817 
+14.3 
+% 
+3.2 
+% 
+5.0 
+% 
+Total 
+$ 
+55,781 
+$ 
+49,165 
+$ 
+49,391 
+$ 
+6,488 
+$ 
+1,641 
+$ 
+2,355 
+11.6 
+% 
+3.3 
+% 
+4.8 
+% 
+Corporate Expenses 
+2,843 
+3,037 
+3,083 
+Operating Income (Loss) 
+3,645 
+(1,396 
+) 
+(728 
+) 
+Other Income 
+139 
+334 
+436 
+Income (Loss) Before Income Taxes 
+3,784 
+(1,062 
+) 
+(292 
+) 
+Income Taxes Provision (Benefit) 
+567 
+820 
+(59 
+) 
+Net Income (Loss) 
+$ 
+3,217 
+$ 
+(1,882 
+) 
+$ 
+(233 
+) 
+* 
+QuickLabel’s and G-T’s Segment Operating Profit includes $30,262 and $413,352, respectively of restructuring and impairment charges during the fiscal year ended
+January 31, 2003. Corporate Expenses includes $46,611 of restructuring charges. 
+Presented below is selected information by segment: 
+(in thousands) 
+Amortization and 
+Depreciation 
+Capital Expenditures 
+2004 
+2003 
+2002 
+2004 
+2003 
+2002 
+T&M 
+$ 
+382 
+$ 
+386 
+$ 
+490 
+$ 
+211 
+$ 
+198 
+$ 
+303 
+QuickLabel 
+461 
+440 
+572 
+323 
+240 
+325 
+G-T 
+405 
+561 
+580 
+188 
+181 
+283 
+Total 
+$ 
+1,248 
+$ 
+1,387 
+$ 
+1,642 
+$ 
+722 
+$ 
+619 
+$ 
+911 
+Presented below is
+selected assets by segment: 
+(in thousands) 
+Assets 
+2004 
+2003 
+T&M 
+$ 
+7,458 
+$ 
+6,830 
+QuickLabel 
+12,504 
+11,115 
+G-T 
+8,918 
+9,448 
+Corporate* 
+13,185 
+7,817 
+Total 
+$ 
+42,065 
+$ 
+35,210 
+* 
+Corporate assets consist primarily of cash, investments and income tax accounts. 
+39 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Presented below is selected financial information by geographic area: 
+(in thousands) 
+Sales 
+Long-Lived Assets 
+2004 
+2003 
+2002 
+2004 
+2003 
+United States 
+$ 
+39,451 
+$ 
+36,140 
+$ 
+35,657 
+$ 
+8,681 
+$ 
+8,943 
+Europe 
+10,551 
+7,556 
+7,588 
+663 
+651 
+Canada 
+2,410 
+2,292 
+1,853 
+117 
+67 
+Asia 
+1,149 
+1,057 
+2,141 
+— 
+— 
+Central and South America 
+1,293 
+1,140 
+1,559 
+— 
+— 
+Other 
+927 
+980 
+593 
+— 
+— 
+Total 
+$ 
+55,781 
+$ 
+49,165 
+$ 
+49,391 
+$ 
+9,461 
+$ 
+9,661 
+Included in Long-Lived
+Assets is Goodwill assigned to the following segments; T&M $0.8 million and $0.8 million and G-T $1.6 million and $1.5 million at January 31, 2004 and 2003, respectively. 
+Note 9—Profit-Sharing Plan 
+Along with the Employee Stock Ownership Plan described in Note 5, the Company has a 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 $223,100; $149,000; and $165,000 in 2004, 2003 and 2002, respectively. 
+Note 10—Acquisitions 
+In December of 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 . 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 and expires in December of 2005. At January 31, 2004, additional
+consideration of $25,923 was owed to the sellers. 
+40 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 11—Restructuring and Impairment Charges 
+In fiscal 2003, the Company implemented an organizational restructuring in
+an effort to reduce costs and streamline operations. The restructuring included workforce reductions in all areas of the Company and the closing of a research facility. The Company eliminated 28 employees or approximately 8% of its workforce. In
+fiscal year 2003, the Company recorded $490,225 of restructuring and impairment charges. These charges included $364,313 of severance and related termination benefits that were accounted for in accordance with SFAS No. 146 “Accounting for Costs
+Associated with Exit or Disposal Activities” and $125,912 of long-lived asset impairment which was accounted for in accordance with FAS No. 144 “ Accounting for the Impairment or Disposal of Long-Lived Assets”. An analysis of the
+severance charge is summarized below: 
+Severance 
+Charges 
+$ 
+364,313 
+Cash Payments 
+(28,132 
+) 
+Balance at January 31, 2003 
+336,181 
+Cash Payments 
+(321,167 
+) 
+Reserve Reversed 
+(15,014 
+) 
+Balance at January 31, 2004 
+$ 
+— 
+Note 12—Product Warranty
+Liability 
+The Company offers a one-year warranty for the
+majority of its products. The specific terms and conditions of those warranties vary depending upon the product sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited
+warranty, including parts and labor. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the
+Company’s warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the
+amounts as necessary. Changes in the Company’s product warranty liability during the years ending January 31, 2004, 2003, and 2002, respectively are as follows: 
+Product Warranty Liability 
+2004 
+2003 
+2002 
+Balance, beginning of the period 
+$ 
+170,000 
+$ 
+135,515 
+$ 
+105,185 
+Warranties issued during the period 
+295,124 
+357,640 
+340,855 
+Settlements made during the period 
+(289,124 
+) 
+(323,155 
+) 
+(310,525 
+) 
+Balance, end of the period 
+$ 
+176,000 
+$ 
+170,000 
+$ 
+135,515 
+Note 13—Concentration of
+Credit Risk 
+The Company extends credit on an
+uncollateralized basis to almost all customers. Concentration of credit and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base.
+The Company periodically performs credit evaluations of its customers. At January 31, 2004 and 2003, no single customer accounted for no more than 10% of net sales. The Company has not experienced significant credit losses on customers’
+accounts. 
+The Company invests its excess cash principally in
+investment grade government and corporate debt securities. The Company has established guidelines relative to diversification and maturities that maintain safety 
+41 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+and liquidity. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not experienced any
+significant losses on its cash equivalents or short-term investments. 
+Note
+14—Contingencies 
+The Company is subject to
+contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including, among others, contract and employment claims, workers compensation claims, product liability, warranty and
+modification, adjustment or replacement of component parts of units sold. 
+The Company provides accruals for direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such
+liability can be reasonably estimated. Costs accrued have been estimated and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes. While it is impossible to ascertain the
+ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a
+material adverse effect on the consolidated financial position or results of operations of the Company. It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our
+assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+42 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE
+II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2004 
+$ 
+366,700 
+$ 
+94,990 
+$ 
+94,496 
+$ 
+367,194 
+2003 
+$ 
+352,442 
+$ 
+110,000 
+$ 
+95,742 
+$ 
+366,700 
+2002 
+$ 
+467,882 
+$ 
+30,000 
+$ 
+145,440 
+$ 
+352,442 
+(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. 
+43
\ No newline at end of file
diff --git a/raw/filings/0000008146/2003/0001193125-04-059648/filing_metadata.csv b/raw/filings/0000008146/2003/0001193125-04-059648/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..b9cf67a3b65a6ae30d9a243487932e40198ac21a
--- /dev/null
+++ b/raw/filings/0000008146/2003/0001193125-04-059648/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+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
diff --git a/raw/filings/0000008146/2003/0001193125-04-059648/item1.txt b/raw/filings/0000008146/2003/0001193125-04-059648/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..214d3cb5c1926cfdb54b1177ca681f6c6e3aeb5e
--- /dev/null
+++ b/raw/filings/0000008146/2003/0001193125-04-059648/item1.txt
@@ -0,0 +1,160 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2003/0001193125-04-059648/item13.txt b/raw/filings/0000008146/2003/0001193125-04-059648/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cce6a24d185dc20fcdd53aab613b152d202619e8
--- /dev/null
+++ b/raw/filings/0000008146/2003/0001193125-04-059648/item13.txt
@@ -0,0 +1,2 @@
+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.
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..ab815793273541fc4f271cc5522736dca210b6b8
--- /dev/null
+++ b/raw/filings/0000008146/2003/0001193125-04-059648/item9a.txt
@@ -0,0 +1,10 @@
+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
\ No newline at end of file
diff --git a/raw/filings/0000008146/2003/0001193125-04-059648/rp_note.txt b/raw/filings/0000008146/2003/0001193125-04-059648/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2003/0001193125-04-059648/rpt_disclosure.txt b/raw/filings/0000008146/2003/0001193125-04-059648/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5a058c70f2de72f699e76a4a869dd0f52af7b901
--- /dev/null
+++ b/raw/filings/0000008146/2003/0001193125-04-059648/rpt_disclosure.txt
@@ -0,0 +1,16 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2004/0001193125-05-080395/filing.txt b/raw/filings/0000008146/2004/0001193125-05-080395/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b75d8ff1ff9a70c90e479a6b4f8ea58d8dc5c2c8
--- /dev/null
+++ b/raw/filings/0000008146/2004/0001193125-05-080395/filing.txt
@@ -0,0 +1,3130 @@
+10-K
+1
+d10k.htm
+FORM 10-K
+FORM 10-K 
+Table of Contents 
+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, 2005 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from
+to
+Commission file number 0-13200 
+Astro-Med, Inc. 
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(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: 
+Title of each class 
+Name of each exchange 
+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 x No ¨ 
+Indicate by check mark whether the registrant is an
+accelerated filer (as defined in Exchange Act Rule12b-2). Yes ¨ No x 
+As of July 31, 2004, the
+aggregate market value of the voting common equity of the Registrant held by non-affiliates of the Registrant based on the closing price on the NASDAQ Stock Market was $40,040,857. 
+Indicate the number of shares outstanding (excluding treasury shares) 
+of each of the issuer’s classes of common stock as of March 25, 2005. 
+Common Stock
+$0.05 Par Value 5,278,336 shares. 
+DOCUMENTS INCORPORATED BY
+REFERENCE 
+Portions of the Company’s definitive proxy
+statement for the 2005 annual meeting of shareholders are incorporated by reference into Part III. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-9 
+Item 2. 
+Properties 
+9 
+Item 3. 
+Legal Proceedings 
+9 
+Item 4. 
+Submission of Matters to a Vote of Security Holders 
+9 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+10 
+Item 6. 
+Selected Financial Data 
+11 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+11-18 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+19 
+Item 8. 
+Financial Statements and Supplementary Data 
+19 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+19 
+Item 9A. 
+Controls and Procedures 
+19-20 
+PART III 
+Item 10. 
+Directors and Executive Officers of the Registrant 
+20-21 
+Item 11. 
+Executive Compensation 
+21 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 
+21-22 
+Item 13. 
+Certain Relationships and Related Transactions 
+22 
+Item 14. 
+Principal Accountant Fees and Services 
+22 
+PART IV 
+Item 15. 
+Exhibits, Financial Statement Schedules and Reports on Form 8-K 
+22 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+PART I 
+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. 
+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. 
+Location 
+Approximate 
+Square 
+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: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Conshohocken, PA 
+2,500 
+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 
+475 
+Sales and service 
+Schaumburg, IL 
+1,131 
+Sales and service 
+Costa Mesa, 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. 
+9 
+Table of Contents 
+PART II 
+Item 5. Market for the Registrant’s Common Stock, Related Stockholder’s Matters and Issuer Purchases of Equity Securities 
+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. 
+Years Ended January 31, 
+High 
+Low 
+Dividends 
+Per Share 
+2005 
+First Quarter 
+$ 
+13.29 
+$ 
+10.29 
+$ 
+0.04 
+Second Quarter 
+$ 
+12.71 
+$ 
+9.67 
+$ 
+0.04 
+Third Quarter 
+$ 
+10.90 
+$ 
+9.00 
+$ 
+0.04 
+Fourth Quarter 
+$ 
+9.69 
+$ 
+7.88 
+$ 
+0.04 
+2004 
+First Quarter 
+$ 
+3.50 
+$ 
+2.81 
+$ 
+0.04 
+Second Quarter 
+$ 
+7.68 
+$ 
+3.29 
+$ 
+0.04 
+Third Quarter 
+$ 
+14.80 
+$ 
+5.97 
+$ 
+0.04 
+Fourth Quarter 
+$ 
+15.82 
+$ 
+11.39 
+$ 
+0.04 
+The Company had
+approximately 344 shareholders of record March 25, 2005, 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-MEDINC .COM. We make available free of charge on our Internet website our annual report on Form 10-K, quarterly reports on
+Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with,
+or furnish it to, the SEC. These filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Dividend Policy 
+The
+Company began a program of paying annual cash dividends in the second quarter of fiscal 1992. The Company anticipates that it will continue to pay cash dividends on an annual basis. The Company has paid a dividend for 54 consecutive quarters.
+Stock Repurchases 
+During the fourth quarter of fiscal 2005, the Company made the following
+repurchases of its common stock: 
+Total Number 
+of Shares 
+Repurchased 
+Average 
+Price paid 
+Per Share 
+Total Number of 
+Shares Purchased as 
+Part of Publicly 
+Announced Plans or 
+Programs (a) 
+Maximum Number 
+of Shares That May 
+Be Purchased Under 
+The Plans or 
+Programs (a) 
+October 31 – November 27 
+6,700 
+$ 
+8.37 
+6,700 
+588,300 
+November 28 – December 25 
+29,554 
+$ 
+8.84 
+29,554 
+558,746 
+December 26 – January 31 
+7,773 
+$ 
+8.80 
+7,773 
+550,973 
+(a) 
+On August 16, 2004, the Company announced that its Board of Directors had approved the repurchase of 600,000 shares of common stock. This is an ongoing authorization without any
+expiration date. 
+10 
+Table of Contents 
+Item 6. Selected Financial Data 
+(Dollars in Thousands, Except Per Share Amounts) 
+2005 
+2004 
+2003 
+2002 
+2001 
+Results of Operations: 
+Net Sales 
+$ 
+55,975 
+$ 
+55,781 
+$ 
+49,165 
+$ 
+49,391 
+$ 
+51,688 
+Net Income (Loss) 
+$ 
+2,710 
+$ 
+3,217 
+$ 
+(1,882 
+) 
+$ 
+(233 
+) 
+$ 
+302 
+Net Income (Loss) per Common Share—Basic 
+$ 
+0.51 
+$ 
+0.67 
+$ 
+(0.40 
+) 
+$ 
+(.05 
+) 
+$ 
+0.06 
+Net Income (Loss) per Common Share—Diluted 
+$ 
+0.47 
+$ 
+0.60 
+$ 
+(0.40 
+) 
+$ 
+(.05 
+) 
+$ 
+0.06 
+Dividends Declared per Common Share 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+Financial Condition: 
+Working Capital 
+$ 
+29,268 
+$ 
+24,499 
+$ 
+18,825 
+$ 
+21,455 
+$ 
+21,908 
+Total Assets 
+$ 
+47,039 
+$ 
+42,065 
+$ 
+35,210 
+$ 
+38,404 
+$ 
+41,059 
+Long-Term Debt, less Current Maturities 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+25 
+Restructuring and Impairment (Credits) Charges 
+$ 
+— 
+$ 
+(15 
+) 
+$ 
+490 
+$ 
+— 
+$ 
+— 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad range of products that acquire, store,
+analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its products and
+services through three business segments including: 
+Test and
+Measurement Product Group (T&M) represents a suite of telemetry recorder products sold to the aerospace and defense industries, as well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of
+manufacturers including paper, energy, automotive and steel fabrication. In addition, T&M also includes a suite of ruggedized printer products designed for military and commercial applications to be used to print weather maps, communications and
+other flight critical information. 
+QuickLabel Systems Product
+Group (QuickLabel) offers hardware, software and media products that create color labels, store the images and produce the images in color or non-color formats on a broad range of media substrates. 
+Grass-Telefactor Product Group (G-T) centers on diagnostic and monitoring
+products that serve the clinical neurophysiology markets, as well as a range of biomedical instrumentation products and supplies focused on the life sciences markets. 
+The Company markets and sells its products and services globally through a diverse distribution structure of sales
+personnel, manufacturing representatives and dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+The Company’s growth strategy centers on product innovation made possible by research and development initiatives, as well as acquisitions that
+strategically fit into existing core businesses. Research and development activities are funded by the Company at approximately 7% of annual sales. 
+The Company’s continued success in increasing its product revenues will be dependent on the Company’s ability to introduce new and/or enhanced
+product lines each year. The Company seeks to have approximately 45% of annual hardware sales generated by products developed or acquired within the past three years. 
+The Company improved its liquidity position during the year by effectively managing its working capital, generating cash
+from operations and realizing proceeds from the exercise of employee stock options. 
+11 
+Table of Contents 
+To ensure its continued growth and profitability in fiscal 2006, the Company will increase its capital
+investment in: personnel by adding salespersons in underserved markets, productivity by increasing manufacturing capabilities through the acquisition of new equipment, such as a label press, thermal transfer ribbon processing machinery, metal
+fabrication equipment and electronic circuit board automatic test equipment; distribution by expanding our global dealer organization; and information technology by providing hardware and software tools that improve the knowledge and efficiency of
+our employee population. 
+Results of Operations 
+(in thousands) 
+2005 
+Sales 
+2005 
+Sales as a% 
+of Total 
+% Change 
+Over Prior 
+Year 
+2004 
+Sales 
+2004 
+Sales as a % 
+of Total 
+% Change 
+Over Prior 
+Year 
+2003 
+Sales 
+2003 
+Sales as a % 
+of Total 
+T&M 
+$ 
+11,082 
+19.8 
+% 
+(4.8 
+)% 
+$ 
+11,639 
+20.9 
+% 
+(2.5 
+)% 
+$ 
+11,943 
+24.3 
+% 
+QuickLabel 
+28,420 
+50.8 
+% 
+12.4 
+% 
+25,290 
+45.3 
+% 
+17.4 
+% 
+21,546 
+43.8 
+% 
+G-T 
+16,473 
+29.4 
+% 
+(12.6 
+)% 
+18,852 
+33.8 
+% 
+20.3 
+% 
+15,676 
+31.9 
+% 
+Total 
+$ 
+55,975 
+100.0 
+% 
+0.3 
+% 
+$ 
+55,781 
+100.0 
+% 
+13.5 
+% 
+$ 
+49,165 
+100.0 
+% 
+Fiscal 2005 compared to Fiscal 2004
+The Company’s sales in fiscal 2005 were $56.0
+million, up from the prior year’s sales of $55.8 million. Domestic sales of $38.9 million declined 1% from the prior year sales of $39.5 million. The nominal decline was an outgrowth of a mixed performance by the product groups. Domestic
+QuickLabel System sales were healthy during the year increasing 15% over the prior year sales as demand for the Company’s printer systems and consumables remained strong. Domestic G-T sales were down from the prior year by 17%, as sales of the
+LTM (long term monitoring) products and legacy products in the clinical markets were below last year’s sales. However, sales of the Company’s new Comet product line increased 35% from the prior year in both the EEG
+(electroencephalographic) and PSG (sleep) applications. Domestic T&M sales were lower by 7% from the previous year as customers in our aerospace markets deferred buying decisions on workstation telemetry recorders until fiscal 2006. However, the
+product group’s portable suite of recorders, i.e. Dash series, increased 18% over the prior year. Sales through the Company’s international channels were $17.0 million, representing a 4% increase from the prior year. However, excluding the
+favorable impact from foreign exchange via the weak dollar, international sales for fiscal 2005 were 2% lower than the prior year. In a similar profile to the domestic channel, the results in the international channel were down due to lower volume
+of G-T LTM product sales. Shipments of QuickLabel Systems products grew year over year, whereas T&M product sales volume were flat with the prior year. 
+The Company’s gross profit was $23.0 million, essentially flat with the prior year’s gross profit of $23.0 million. This year’s gross
+profit margin of 41.2% also matched the prior year’s gross profit margin of 41.2% on comparable sales volume. 
+Operating expenses grew 6% to $20.5 million. Specifically, selling, general and administrative (SG&A) expenses increased 5% to $16.4 million,
+representing 29% of sales as compared to the prior year’s 28% of sales. The increased SG&A spending is confined to selling and marketing initiatives which include additional selling personnel of $0.2 million, an increase in trade show
+expenses of $0.1 million, an expansion of the Company’s advertising formats of $0.1 million and foreign exchange increases of $0.3 million. Research & Development (R&D) expenses increased 10% from last year to $4.0 million. This level
+of spending represents 7.1% of sales and a 50 basis points increment from the previous year’s level of 6.6%. The increase is traceable to additional engineering personnel of $0.1 million, outside engineering services of $0.1 million and
+prototype parts of $0.1 million. 
+Interest income in fiscal
+2005 was $0.4 million, up significantly from $0.2 million in fiscal 2004. The increase in interest income during fiscal year 2005 is attributable to a higher yield on the investment portfolio and 
+12 
+Table of Contents 
+higher average cash balances available for a full year in fiscal 2005 from the cash generated in the second half of fiscal 2004. Other expense, net was $0.2
+million as compared to last fiscal year’s other expense, net of $0.1 million. The increase of $0.1 million was the result of additional unrealized losses on intercompany balances driven by the change in foreign exchange rates. 
+The Company recorded tax expense of $0.1 million and $0.6 million in fiscal
+2005 and 2004, respectively. For the twelve months ending January 31, 2005, an income tax expense of $0.1 million was recognized as a result of income tax expense of $1.0 million on the current year’s pretax income of $2.8 million and a $0.9
+million one-time non-cash tax benefit recorded in the first quarter of fiscal 2005 related to the release of the valuation allowance on the net deferred tax asset that was established in fiscal 2003. 
+The Company reports three segments that mirror the Company’s sales
+product groups (i.e., T&M, QuickLabel and G-T). The Company evaluates segment performance based on the operating segment’s profit before corporate and financial administration expenses. 
+The following table summarizes selected financial information by segment:
+(in thousands) 
+Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+2005 
+2004 
+2003 
+2005 
+2004 
+2003 
+2005 
+2004 
+2003 
+T&M 
+$ 
+11,082 
+$ 
+11,639 
+$ 
+11,943 
+$ 
+(170 
+) 
+$ 
+839 
+$ 
+1,021 
+(1.5 
+)% 
+7.2 
+% 
+8.5 
+% 
+QuickLabel 
+28,420 
+25,290 
+21,546 
+3,760 
+2,954 
+114 
+13.2 
+% 
+11.7 
+% 
+0.5 
+% 
+G-T 
+16,473 
+18,852 
+15,676 
+1,800 
+2,695 
+506 
+10.9 
+% 
+14.3 
+% 
+3.2 
+% 
+Total 
+$ 
+55,975 
+$ 
+55,781 
+$ 
+49,165 
+$ 
+5,390 
+$ 
+6,488 
+$ 
+1,641 
+9.6 
+% 
+11.6 
+% 
+3.3 
+% 
+Corporate Expenses 
+2,820 
+2,843 
+3,037 
+Operating Income (Loss) 
+2,570 
+3,645 
+(1,396 
+) 
+Other Income 
+197 
+139 
+334 
+Income (Loss) Before Income Taxes 
+2,767 
+3,784 
+(1,062 
+) 
+Income Tax Provision 
+57 
+567 
+820 
+Net Income (Loss) 
+$ 
+2,710 
+$ 
+3,217 
+$ 
+(1,882 
+) 
+The operating results
+of each segment are summarized as follows: 
+T&M’s
+sales declined 5% in fiscal 2005 to $11.1 million from $11.6 million in the previous year. The decrease is traceable to lower shipments of the Everest product line, down 21%. Customers in the Company’s aerospace markets have delayed capital
+purchases due to limited appropriations for workstation telemetry recorder products. Sales of the Company’s Dash series portable recorder products were quite strong, increasing 11% from the previous year. Ruggedized product sales were up 6%
+from the previous year, whereas consumable product sales were lower by 11% from the prior year sales. A segment operating loss of $0.2 million was realized in the T&M product group in fiscal 2005. This result compares unfavorably to the prior
+year’s segment operating profit of $0.8 million. The current year’s result is due to lower sales volume and mix of $0.4 million, unabsorbed manufacturing costs of $0.1 million and higher R&D expenses of $0.4 million. 
+Sales of the QuickLabel Systems products increased 12% from the previous year
+to $28.4 million. This year’s sales growth was driven by double-digit sales increases in both printer systems and consumable products. The growth in the printer systems was dominated by demand for the Company’s 4100XE and 8100XE color
+printers with a sales increase of 46% from the last year’s sales volume. The sales growth of the consumables products was shared between the Company’s suite of ribbon product lines where combined sales growth was up 14% from the previous
+year. The QLS Product Group improved its segment operating profit by 27% to $3.8 million from the prior year’s operating profit of $3.0 million. The segment operating profit margin also improved 
+13 
+Table of Contents 
+to 13.2% from the previous year’s segment operating profit margin of 11.7%. This year’s improved segment operating profit and related profit margin
+is traceable to sales growth and improved gross profit margins. 
+G-T’s sales declined 13% from the prior year to $16.5 million. The product group’s lower sales was due to the decline in shipments of LTM products, which were down 49%, as well as a customer shift to the Company’s lower
+priced Comet products in the EEG and PSG diagnostic and monitoring modalities. Sales growth of G-T’s consumable products continued in fiscal 2005, increasing 7% from the prior year. G-T’s operating profit declined 33% in fiscal 2005 to
+$1.8 million from $2.7 million in the prior year. This year’s segment operating profit margin was 10.9%, down 340 basis points from the previous year’s segment operating profit margin of 14.3%. The lower profit and related margin is due
+exclusively to the lower G-T sales reported in fiscal 2005. 
+Fiscal 2004
+compared to Fiscal 2003 
+The Company’s sales in
+fiscal 2004 were $55.8 million, up from the prior year’s sales of $49.2 million. Domestic sales of $39.5 million grew 9.1% as demand for the Company’s hardware systems drove the growth with an increase of 15.6% over the prior year. This
+hardware growth was especially strong in the digital printer and biomedical instrumentation product lines, up 53.5% and 34.4%, respectively. Domestic consumable sales were flat with the prior year at $15.1 million. However, color ribbon and label
+sales increased 6.9% from the previous year with demand for label products driving the growth with its increase of 14.4% over last year. Sales through the international channel were especially strong in fiscal 2004 as sales reached $16.3 million, an
+increase of 25.4% from the prior year. The sales increase related to exchange rate fluctuations was 13.1% or $1.7 million. Sales volume of the Company’s hardware systems were particularly strong, up 36.8%, as demand for the data recorders,
+digital printers and biomedical instrumentation products all posted significant double digit growth rates in fiscal 2004. International sales of consumable products also increased 12.3% during the year with the primary drivers being growth of the
+Company’s color ribbon and label product lines. 
+Gross
+profit increased 27.1% to $23.0 million in fiscal 2004 from $18.1 million in fiscal 2003. The Company’s gross profit margin improved to 41.2% from 36.8%. The $4.9 million increase in gross profit was attributed to $3.3 million from higher sales
+volume, $0.5 million from product mix, and $1.1 million from better manufacturing overhead absorption and lower manufacturing costs. 
+Selling, general and administrative spending (SG&A) increased 5.4% to $15.7 million from $14.9 million. The $0.8 million increase in SG&A expenses
+can be attributed to $0.3 million higher sales commissions, $0.1 million increase in trade show and marketing expenses and $0.4 million from increases in foreign exchange rates. Research & Development (R&D) expenses decreased to $3.7 million
+in fiscal 2004 from $4.1 million in fiscal 2003. R&D as a percentage of sales decreased to 6.6% in this fiscal year as compared 8.3% in the prior year. The decrease in R&D spending can be attributed to the workforce reduction that took place
+in fiscal 2003. At the end of fiscal 2003, the Company implemented an organizational restructuring in an effort to reduce costs and streamline operations. The restructuring included workforce reductions in all areas of the Company and a significant
+curtailment of its Pennsylvania research facility. The Company eliminated 28 employees or approximately 8% of its workforce. In fiscal 2003, the Company recorded $0.5 million of restructuring and impairment charges. These charges included $0.4
+million of severance and related termination benefit costs and a $0.1 million charge to write-down the value of equipment used at the research facility. During fiscal 2004 and 2003, a total of $349,000 of severance and related termination benefit
+costs were paid. The remaining $15,000 of severance and related termination benefits were reversed in fiscal 2004 as certain estimates differed from the actual amounts. 
+Interest income in fiscal 2004 was $202,000 up slightly from $198,000 in fiscal 2003. The increase in interest income during
+fiscal year 2004 can be attributed to the increase in the portfolio being tempered by lower yields on investments. Other expense, net was $63,000 as compared to last fiscal year’s other income, net of $136,000. Fiscal 2003 benefited from
+$145,000 of favorable foreign exchange gains while fiscal 2004 resulted in a $2,000 foreign exchange gain. 
+14 
+Table of Contents 
+The Company recorded tax expense of $0.6 million and $0.8 million for fiscal 2004 and 2003, respectively.
+As a result of a review undertaken at January 31, 2003 of our cumulative loss position at that date, management concluded that it was appropriate to establish a full valuation allowance for its net deferred tax assets. The fiscal 2004 and 2003
+provision includes a full valuation allowance for the Company’s deferred tax assets. The fiscal 2004 income tax provision includes the favorable impact of the net operating loss carryforwards and the utilization of certain other deferred tax
+assets that were previously fully reserved. 
+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 $3.5 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, 2005, 2004 and 2003 are included on page 29. Net cash flow provided by
+operating activities in fiscal year 2005 was $3.4 million. The net cash flow provided by operations is attributed to the positive cash flow generated from the net income of $2.7 million during the year and a reduction in the Company’s days
+sales outstanding equaling $0.5 million. 
+Net cash flow used by
+investing activities was $1.4 million, which was mostly the result of the purchase of property, plant and equipment of $1.1 million. These purchases included machinery and equipment of $0.5 million, information technology of $0.2 million, building
+improvements of $0.2 million, tools and dies of $0.1 million and other of $0.1 million 
+Net cash flow used by financing activities was $0.8 million in fiscal 2005. During the year the Company repurchased approximately $0.5 million of common stock and paid dividends of $0.8 million. Also during the
+current year, the Company generated $0.5 million in cash through the exercise of employee stock options. 
+Dividends paid for fiscal 2005, 2004, and 2003 were $0.8, million, $0.7 million and $0.7 million in each year, respectively. The Company’s annual
+dividend per share was $0.16 in all three years. Since the inception of the common stock buy back program in fiscal 1997, the Company has repurchased 990,651 shares of its common stock. At January 31, 2005, the Company has Board of Directors’
+authorization to purchase an additional 550,973 shares of the Company’s common stock in the future. 
+Management plans to conduct a broad evaluation of its current enterprise resource planning (ERP) system to ensure the Company’s Information
+Technology (IT) systems are appropriate to support the growth, profitability and internal control requirements of a multi-national company. 
+Contractual Obligations, Commitments and Contingencies 
+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 72 months following the closing of the transaction. The purchase and sales agreement contains a clause which will require the Company to pay additional purchase price of up to $3,000,000 if certain sales
+levels are achieved. The earnout provision is effective over a period of 72 months and expires in December 2005. At January 31, 2005, no additional consideration was owed to the sellers. 
+15 
+Table of Contents 
+A summary of the Company’s contractual obligations and commitments as of January 31, 2005 is as
+follows: 
+In Millions 
+Payment Due 
+With in 
+1 Year 
+1-3 
+Years 
+Thereafter 
+Operating Leases 
+$ 
+0.1 
+$ 
+0.1 
+$ 
+— 
+Purchase Obligations 
+$ 
+2.8 
+— 
+— 
+Total 
+$ 
+2.9 
+$ 
+0.1 
+$ 
+— 
+Purchase obligations
+include amounts committed under legally enforceable contracts or purchase orders for goods and services with defined terms as to price, quantity, delivery and termination liability. 
+The Company is subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a
+wide range of matters, including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+The Company provides accruals for direct costs associated with the estimated
+resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued have been estimated and are based upon an analysis of
+potential results, assuming a combination of litigation and settlement strategies and outcomes. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company
+believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company. It is
+possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+Critical Accounting Policies 
+The Company’s discussion and analysis of its financial condition and
+results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. (See the Notes to the Consolidated Financial
+Statements included elsewhere herein.) Certain of the Company’s accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject
+to an inherent degree of uncertainty. The Company periodically evaluates the judgments and estimates used for its critical accounting policies to ensure that such judgments and estimates are reasonable for its interim and year-end reporting
+requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If different conditions result from those assumptions used in the
+Company’s judgments, the results could be materially different from the Company’s estimates. The Company’s critical accounting policies include: 
+Revenue Recognition: The majority of the Company’s product sales are recorded at the time of shipment, when legal title has
+transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured in accordance with the requirements in
+Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they
+represent separate units of accounting in accordance with SAB 104 and EITF 00-21, “Revenue Arrangements With Multiple Deliverables”. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered.
+The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately.
+16 
+Table of Contents 
+Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are
+delivered, revenue is recognized only after such obligations are fulfilled. All of the Company’s equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software
+is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a
+reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from
+list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales. 
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost
+of sales and selling, general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might
+impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. The Company also periodically evaluates the adequacy of its reserves for warranty and bad debts recorded in its
+consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty claims can extend far into the future and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay.
+As a result, significant judgment is required by the Company in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. The Company believes that its procedures for estimating such amounts are
+reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+Customer Returns: Customer returns are recorded on an actual basis throughout the year and also include an estimate at the end of each
+reporting period for future customer returns related to sales recorded prior to the end of the period. The Company generally estimates customer returns based upon its historical experience while making adjustments for any changes in business
+conditions. 
+Inventories: Inventories are
+stated at the lower of cost (first-in, first-out) or market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of the
+Company analyzing the inventory supply on hand and estimating the net realizable value of the inventory based on historical experience, current business conditions and anticipated future sales. The Company believes that its procedures for estimating
+such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual. 
+Income taxes: The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (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.
+The Company has historically had prepaid income tax assets due principally to the unfavorable tax consequences of recording expenses for required book reserves for such things as, bad debts, inventory valuation, and warranty that cannot be deducted
+for income tax purposes until such expenses are actually paid. The Company’s deferred tax liabilities consist of favorable tax consequences associated with accelerated depreciation methods for tax purposes. SFAS No. 109 requires that a
+valuation allowance be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including the
+Company’s performance, the market environment in which the Company operates, length of carryforward periods, existing sales backlog and future sales projections. The Company had previously provided valuation allowances only for future tax
+benefits resulting from certain foreign losses. In fiscal 2003, as required by SFAS No. 109, the Company established a full valuation allowance on its net deferred tax asset as a result of the uncertainty as to whether these deferred tax assets
+would “more likely than not” be realized in the future. Based 
+17 
+Table of Contents 
+on the facts and circumstances at that time it was determined that a full valuation allowance was required and it was stated that until an appropriate level
+of profitability could be sustained no tax benefits would be realized. As of the first quarter of fiscal 2005, the Company believed that an appropriate level of profitability had been established and maintained and that it is more likely than not
+the deferred tax assets will be realized in the future. The Company made this determination based on a review of the facts and circumstances as of May 1, 2004. This review consisted of an analysis of the Company’s performance, the market
+environment in which the Company currently operates, the length of the carryforward periods, the existing sales backlog and the future sales projections. 
+Long-Lived Asset and Goodwill: The impairment of Long-lived assets to be held and used are reviewed for impairment in accordance with
+SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on
+an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset.
+Goodwill impairment reviews are performed in accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”. Management evaluates the recoverability of goodwill annually, or more frequently if events or changes in
+circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a
+segment exceeds its estimated fair value. Fair values are established using a discounted cash flow methodology. The determination of discounted cash flows is based on the long-range planning forecast. 
+New Accounting Pronouncements 
+In December 2004, the FASB issued SFAS No. 123 (Revised 2004),
+“Share-Based Payment” (“SFAS 123-R”), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and superceded APB Opinion No. 25, “Accounting for Stock Issued to
+Employees.” SFAS 123-R requires companies to measure compensation costs for share-based payments to employees, including stock options, at fair value and expense such compensation over the service period beginning with the first interim or
+annual period after June 15, 2005. The pro forma disclosure previously permitted under SFAS 123 will no longer be an alternative to financial statement recognition. Under SFAS 123-R, companies must determine the appropriate fair value model to be
+used for valuing share-based payments, the amortization method for compensation expense and the transition method to be used at the date of adoption. The transition methods include prospective and retroactive adoption options. Management is
+evaluating the requirements of SFAS 123-R. 
+In December 2004,
+the FASB issued FSP FAS 109-1, “Application of FAS No. 109 “Accounting for Income Tax, to the Tax Deduction on Qualified Production Activities Provided by the Americans Jobs Creation Act of 2004”. FSP FAS No. 109-1 clarifies SFAP
+109’s guidance that applies to the new tax deduction for qualified domestic production activities. FSP No. 109-1 became effective upon issuance and we believe that this pronouncement will have an insignificant impact on the Company’s
+effective rate in fiscal 2006. 
+In December 2004, the FASB
+issued FSP FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Repatriation Provision within the American Jobs Creation Act of 2004”. FSP FAS 109-2 provides implementation guidance related to the repatriation provision of the
+American Jobs Creation Act of 2004. At this time we are evaluating the impact this pronouncement will have on the Company. 
+18 
+Table of Contents 
+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, 2005, the Company’s investment in foreign assets was $2.6 million. An overall
+unfavorable change in foreign exchange rates of 10% would have resulted in an additional net loss of approximately $0.1 million and a $0.3 million reduction in shareholders’ equity as a result of the impact on the cumulative translation
+adjustment. 
+The Company, on occasion, utilizes foreign
+exchange option contracts to minimize its exposure associated with unfavorable changes in foreign exchanges rates on certain foreign denominated receivables. At January 31, 2005, the Company did not have any open contracts. The functional currencies
+of the Company’s foreign affiliates are their respective local operating currencies, which are translated for consolidated financial reporting purposes into U.S. dollars. 
+Item 8. Financial Statements and Supplementary Data 
+The consolidated financial statements required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1).
+The supplementary data regarding annual results of operations is set forth in the following table. 
+QUARTERLY FINANCIAL DATA (Unaudited) 
+(Dollars in Thousands, Except Per Share Amounts) 
+Quarters Ended 
+May 1, 
+2004* 
+July 31, 
+2004 
+October 30, 
+2004 
+January 31, 
+2005 
+Net Sales 
+$ 
+14,242 
+$ 
+13,990 
+$ 
+13,246 
+$ 
+14,497 
+Gross Profit 
+$ 
+5,794 
+$ 
+5,920 
+$ 
+5,152 
+$ 
+6,180 
+Net Income 
+$ 
+1,598 
+$ 
+602 
+$ 
+52 
+$ 
+458 
+Net Income Per Common Share—Basic 
+$ 
+0.30 
+$ 
+0.11 
+$ 
+0.01 
+$ 
+0.09 
+Net Income Per Common Share—Diluted 
+$ 
+0.27 
+$ 
+0.10 
+$ 
+0.01 
+$ 
+0.08 
+May 3, 
+2003 
+August 2, 
+2003 
+November 1, 
+2003 
+January 31, 
+2004 
+Net Sales 
+$ 
+13,214 
+$ 
+14,023 
+$ 
+14,386 
+$ 
+14,158 
+Gross Profit 
+$ 
+5,050 
+$ 
+5,816 
+$ 
+5,926 
+$ 
+6,197 
+Net Income (Loss) 
+$ 
+506 
+$ 
+810 
+$ 
+901 
+$ 
+1,000 
+Net Income Per Common Share—Basic 
+$ 
+0.11 
+$ 
+0.17 
+$ 
+0.18 
+$ 
+0.19 
+Net Income Per Common Share—Diluted 
+$ 
+0.11 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.17 
+* 
+During the first quarter ended May 1, 2004, the Company recognized a $0.9 million one-time non-cash tax benefit related to the release of the valuation allowance on the net deferred
+tax asset that was established in fiscal 2003. 
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+None 
+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 
+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 2005 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 
+79 
+Chairman, Chief Executive Officer and Director 
+Everett V. Pizzuti 
+68 
+President, Chief Operating Officer and Director 
+Joseph P. O’Connell 
+61 
+Vice President and Treasurer, Chief Financial Officer 
+John B. Chatten 
+77 
+President, Grass—Telefactor Product Group 
+Elias G. Deeb 
+62 
+Vice President—Media Products 
+Michael J. Sullivan 
+54 
+Vice President and Chief Technology Officer 
+Stephen M. Petrarca 
+42 
+Vice President—Instrument Manufacturing 
+John D. McGuinness 
+40 
+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. 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. 
+20 
+Table of Contents 
+Mr. Sullivan was appointed Vice President and Chief Technology Officer in 2000. He is an electronic
+engineer and has been with the Company since 1983. 
+Mr.
+Petrarca was appointed Vice President of Instrument Manufacturing in November 1998. He 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. McGuinness joined the Company in 2004. He previously
+held financial management positions with Paramount Cards, Inc., Nortek, Inc., The Monitor Company, and KPMG LLP. He is a certified public accountant. 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer
+(“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) (who is both the principal financial and accounting officer) and Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive
+Officer and Senior Financial Officers, which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K. The Company will provide a copy of the Codes to shareholders, without charge, upon request directed to the
+Investor Relations Contact listed on the Company’s website, WWW.ASTRO-MEDINC.COM , under the headings “Investor Relations – Corporate Governance”. The Company has posted the Codes on the Company’s website under
+“Investor Relations – Corporate Governance” and to disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Controller or persons performing similar functions by posting such information on its website.
+Item 11. Executive Compensation 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2005 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 2005 annual meeting of shareholders.
+Equity Compensation Plan Information 
+The following table sets forth information about the Company’s equity
+compensation plans as of January 31, 2005: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding Options, 
+Warrants and Rights 
+Weighted-Average Exercise 
+Price of Outstanding 
+Options, Warrants and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+1,530,265 
+(1) 
+$ 
+6.34 
+704,385 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+N/A 
+— 
+Total 
+1,530,265 
+(1) 
+$ 
+6.34 
+704,385 
+(2) 
+(1) 
+Includes 730,675 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans and 776,490 shares issuable upon exercise of
+outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees and 23,100 shares issuable upon exercise of outstanding stock options granted under the Astro-Med,
+Inc. Non-Employee Director Stock Option Plan. 
+21 
+Table of Contents 
+(2) 
+Includes 286,055 shares under the Astro-Med, Inc. 1997 Incentive Stock Option Plan, 415,030 shares under the Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan and 3,300 shares
+reserved for issuance under the Astro-Med, Inc. Non-Employee Director Stock Option Plan. 
+Additional information regarding these equity compensation plans is contained in Note 5 to the Company’s Consolidated Financial Statements included
+in Item 15 hereto. 
+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.
+Item 14. Principal Accountant Fees And Services 
+The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement for the 2005 annual meeting of
+shareholders. 
+PART IV 
+Item 15. 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 Auditors 
+25 
+Consolidated Balance Sheets as of January 31, 2005 and 2004 
+26 
+Consolidated Statements of Operations—Years Ended January 31, 2005, 2004 and 2003 
+27 
+Consolidated Statements of Comprehensive Income (Loss) and Changes in Shareholders’ Equity—Years Ended January 31, 2005, 2004, and 2003 
+28 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2005, 2004, and 2003 
+29 
+Notes to Consolidated Financial Statements 
+30-42 
+(a)(2) Financial Statement Schedules: 
+Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 31, 2005, 2004, and 2003 
+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. 
+(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 3B to the Company’s report on Form 10-K for the year ended January
+31, 2004 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). 
+22 
+Table of Contents 
+Exhibit 
+Number 
+(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, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration
+Nos. 333-62431 and 333-63526, and incorporated by reference herein. 
+(10.7) 
+Employment Agreement between Astro-Med, Inc. and John B. Chatten dated as of December 14, 1999(a). 
+(10.8) 
+Astro-Med, Inc. Management Bonus Plan (Group III) (filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year
+ended January 31, 2003 and by this reference incorporated herein. (a) 
+(13) 
+Letter to Shareholders accompanying the Annual Report. 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Independent Auditors. 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
+Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
+Sarbanes-Oxley Act of 2002. 
+(a) 
+Management contract or compensatory plan or arrangement. 
+(b) 
+Reports on Form 8-K: 
+On March 23, 2005, the Company filed a Current Report on Form 8-K announcing the fiscal 2005 fourth quarter consolidated revenue and earnings. 
+On January 13, 2005, the Company filed a Current Report on Form 8-K
+announcing the Company made a presentation at the Seventh Annual Needham Growth Conference. 
+On November 16, 2004, the Company filed a Current Report on Form 8-K announcing the fiscal 2005 third quarter consolidated revenue and earnings. 
+On November 15, 2004, the Company filed a Current Report on Form 8-K announcing the appointment of John D. McGuinness to the
+position of Corporate Controller. 
+On November 5, 2004, the
+Company filed a Current Report on Form 8-K announcing preliminary projections for the fiscal 2005 third quarter revenue and earnings. 
+23 
+Table of Contents 
+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) 
+Date: April 20, 2005 
+By: /s/ A LBERT W. O NDIS 
+(Albert W. Ondis, Chairman) 
+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/ A LBERT W. O NDIS 
+Albert W. Ondis 
+Chairman and Director 
+(Principal Executive Officer) 
+April 20, 2005 
+/s/ E VERETT V.
+P IZZUTI 
+Everett V.
+Pizzuti 
+President and Director 
+(Principal Operating Officer) 
+April 20, 2005 
+/s/ J OSEPH P.
+O’C ONNELL 
+Joseph P.
+O’Connell 
+Vice President and Treasurer (Principal Financial Officer) 
+April 20, 2005 
+/s/ J OHN D.
+M C G UINNESS 
+John D.
+McGuinness 
+Controller (Principal Accounting Officer) 
+April 20, 2005 
+/s/ J ACQUES V.
+H OPKINS 
+Jacques V.
+Hopkins 
+Director 
+April 20, 2005 
+24 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Board of Directors and Shareholders of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheets of Astro-Med, Inc. as of January 31, 2005 and 2004, and the
+related consolidated statements of operations, comprehensive income (loss) and changes in shareholders’ equity, and cash flows for each of the three years in the period ended January 31, 2005. Our audits also included the financial statement
+schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
+We conducted our audits in accordance with the standards of
+the Public Company Accounting Oversight Board (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. We were not engaged to
+perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
+not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
+amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
+basis for our opinion. 
+In our opinion, the financial
+statements and schedule referred to above present fairly, in all material respects, the consolidated financial position of Astro-Med, Inc. at January 31, 2005 and 2004, and the consolidated results of its operations and its cash flows for each of
+the three years in the period ended January 31, 2005, in conformity with U.S. generally accepted accounting principles. 
+/s/ E RNST & Y OUNG LLP 
+Providence, Rhode Island 
+March 19, 2005 
+25 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED
+BALANCE SHEETS 
+As of January 31, 2005 and 2004
+2005 
+2004 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+6,225,122 
+$ 
+4,998,643 
+Securities Available for Sale (Note 2) 
+7,757,904 
+7,678,684 
+Accounts Receivable, net of reserves $523,859 and $367,194, respectively 
+9,351,704 
+9,814,784 
+Inventories (Note 3) 
+9,364,279 
+9,110,167 
+Prepaid Expenses and Other Current Assets (Note 6) 
+603,369 
+414,833 
+Deferred Taxes 
+3,423,928 
+— 
+Total Current Assets 
+36,726,306 
+32,017,111 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+401,566 
+401,566 
+Buildings and Improvements 
+7,789,180 
+7,522,092 
+Machinery and Equipment 
+18,213,743 
+17,243,103 
+26,404,489 
+25,166,761 
+Less Accumulated Depreciation 
+(19,098,543 
+) 
+(18,042,022 
+) 
+7,305,946 
+7,124,739 
+OTHER ASSETS 
+Goodwill (Notes 1 and 10) 
+2,336,721 
+2,336,721 
+Amounts Due from Officers 
+480,314 
+480,314 
+Other 
+189,384 
+106,072 
+3,006,419 
+2,923,107 
+$ 
+47,038,671 
+$ 
+42,064,957 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+2,192,581 
+$ 
+2,156,896 
+Accrued Compensation (Note 11) 
+1,602,144 
+2,509,434 
+Accrued Expenses (Note 12) 
+2,596,486 
+2,465,076 
+Deferred Revenue 
+613,017 
+352,042 
+Income Taxes Payable 
+453,620 
+34,380 
+Total Current Liabilities 
+7,457,848 
+7,517,828 
+DEFERRED INCOME TAXES (Note 6) 
+1,172,420 
+— 
+COMMITMENTS AND CONTINGENCIES (Notes 7, 10, and 13) 
+SHAREHOLDERS’ EQUITY (Note 5) 
+Preferred Stock, $10 Par Value, Authorized 100,000 Shares, Issued None 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 Shares, Issued 6,298,842 and 6,287,667 Shares, respectively 
+314,949 
+285,803 
+Additional Paid-in Capital 
+16,045,503 
+8,336,806 
+Retained Earnings 
+28,328,239 
+31,703,077 
+Treasury Stock, at Cost, 1,020,722 and 969,695 Shares, respectively 
+(6,548,984 
+) 
+(6,095,755 
+) 
+Accumulated Other Comprehensive Income 
+268,696 
+317,198 
+38,408,403 
+34,547,129 
+$ 
+47,038,671 
+$ 
+42,064,957 
+The accompanying notes
+are an integral part of these financial statements. 
+26 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED
+STATEMENTS OF OPERATIONS 
+Years Ended January 31, 2005,
+2004 and 2003 
+2005 
+2004 
+2003 
+Net Sales 
+$ 
+55,974,654 
+$ 
+55,780,636 
+$ 
+49,164,832 
+Cost of Sales 
+32,928,545 
+32,791,446 
+31,079,350 
+Gross Profit 
+23,046,109 
+22,989,190 
+18,085,482 
+Costs and Expenses: 
+Selling, General and Administrative 
+16,429,604 
+15,673,388 
+14,910,990 
+Research and Development 
+4,046,583 
+3,685,838 
+4,079,783 
+Restructuring and Impairment (Credits) Charges (Note 11) 
+— 
+(15,014 
+) 
+490,225 
+20,476,187 
+19,344,212 
+19,480,998 
+Operating (Loss) Income 
+2,569,922 
+3,644,978 
+(1,395,516 
+) 
+Other Income (Expense): 
+Interest Income 
+416,079 
+202,065 
+197,530 
+Other, net 
+(218,890 
+) 
+(62,842 
+) 
+136,260 
+197,189 
+139,223 
+333,790 
+Income (Loss) before Income Taxes 
+2,767,111 
+3,784,201 
+(1,061,726 
+) 
+Income Tax Provision 
+57,581 
+567,380 
+820,042 
+Net Income (Loss) 
+$ 
+2,709,530 
+$ 
+3,216,821 
+$ 
+(1,881,768 
+) 
+Net Income (Loss) Per Common Share—Basic 
+$ 
+0.51 
+$ 
+0.67 
+$ 
+(0.40 
+) 
+Net Income (Loss) Per Common Share—Diluted 
+$ 
+0.47 
+$ 
+0.60 
+$ 
+(0.40 
+) 
+Weighted Average Number of Common Shares Outstanding— Basic 
+5,290,201 
+4,837,033 
+4,695,357 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+5,781,253 
+5,342,095 
+4,695,357 
+Dividends Declared Per Common Share 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+The accompanying notes
+are an integral part of these financial statements. 
+27 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED
+STATEMENTS OF COMPREHENSIVE INCOME (LOSS) AND CHANGES IN 
+SHAREHOLDERS’ EQUITY 
+Years Ended January 31, 2005, 2004 and 2003 
+2005 
+2004 
+2003 
+Comprehensive Income (Loss) 
+Net Income (Loss) 
+$ 
+2,709,530 
+$ 
+3,216,821 
+$ 
+(1,881,768 
+) 
+Other Comprehensive Income (Loss), Net 
+Foreign currency translation adjustments 
+(13,460 
+) 
+500,195 
+207,798 
+Unrealized gain (loss) on securities available for sale, net of taxes 
+(35,042 
+) 
+(28,324 
+) 
+277 
+Other comprehensive income (loss), net 
+(48,502 
+) 
+471,871 
+208,075 
+Comprehensive Income (Loss) 
+$ 
+2,661,028 
+$ 
+3,688,692 
+$ 
+(1,673,693 
+) 
+Shareholders’ Equity 
+Common Stock, $0.05 Par Value: 
+Balance at beginning of year 
+$ 
+285,803 
+$ 
+258,418 
+$ 
+258,251 
+Net proceeds from issuance of Company common stock (Note 5) 
+5,057 
+27,385 
+167 
+10% Common stock dividend 
+24,089 
+— 
+— 
+Balance at end of year 
+314,949 
+285,803 
+258,418 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+8,336,806 
+5,647,568 
+5,636,570 
+Net proceeds from issuance of Company common stock (Note 5) 
+24,207 
+14,342 
+10,998 
+Proceeds from the exercise of employee stock options (Note 6) 
+500,620 
+2,561,992 
+— 
+Tax benefit of employee stock options 
+189,474 
+112,904 
+— 
+Reversal of the valuation allowance on certain deferred tax assets (Note 6) 
+1,762,352 
+— 
+— 
+10% Common stock dividend 
+5,232,044 
+— 
+— 
+Balance at end of year 
+16,045,503 
+8,336,806 
+5,647,568 
+Retained Earnings: 
+Balance at beginning of year 
+31,703,077 
+29,190,013 
+31,753,694 
+Net income (loss) 
+2,709,530 
+3,216,821 
+(1,881,768 
+) 
+Dividends paid 
+(828,235 
+) 
+(703,757 
+) 
+(681,913 
+) 
+10% Common stock dividend 
+(5,256,133 
+) 
+— 
+— 
+Balance at end of year 
+28,328,239 
+31,703,077 
+29,190,013 
+Treasury Stock: 
+Balance at beginning of year 
+(6,095,755 
+) 
+(5,860,609 
+) 
+(5,860,609 
+) 
+Purchases of Company common stock (Note 5) 
+(453,229 
+) 
+(235,146 
+) 
+— 
+Balance at end of year 
+(6,548,984 
+) 
+(6,095,755 
+) 
+(5,860,609 
+) 
+Accumulated Other Comprehensive Income (Loss): 
+Balance at beginning of year 
+317,198 
+(154,673 
+) 
+(362,748 
+) 
+Other comprehensive income (loss), net 
+(48,502 
+) 
+471,871 
+208,075 
+Balance at end of year 
+268,696 
+317,198 
+(154,673 
+) 
+Total Shareholders’ Equity 
+$ 
+38,408,403 
+$ 
+34,547,129 
+$ 
+29,080,717 
+The accompanying notes
+are an integral part of these financial statements. 
+28 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED
+STATEMENTS OF CASH FLOWS 
+Years Ended January 31, 2005,
+2004 and 2003 
+2005 
+2004 
+2003 
+Cash Flows from Operating Activities: 
+Net Income (Loss) 
+$ 
+2,709,530 
+$ 
+3,216,821 
+$ 
+(1,881,768 
+) 
+Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Operating Activities: 
+Depreciation and Amortization 
+1,228,632 
+1,248,453 
+1,387,486 
+Impairment Charge 
+— 
+— 
+125,912 
+Gain on Sale of Assets 
+— 
+— 
+(12,017 
+) 
+Deferred Income Tax (Benefit) 
+(1,020,409 
+) 
+— 
+949,553 
+Changes in Assets and Liabilities: 
+Accounts Receivable 
+463,080 
+(1,467,409 
+) 
+826,193 
+Inventories 
+(254,112 
+) 
+(213,907 
+) 
+1,213,526 
+Other 
+250,502 
+290,081 
+28,624 
+Accounts Payable and Accrued Expenses 
+(428,648 
+) 
+1,336,654 
+43,422 
+Income Taxes Payable 
+419,240 
+34,380 
+— 
+Total Adjustments 
+658,285 
+1,228,252 
+4,562,699 
+Net Cash Provided by Operating Activities 
+3,367,815 
+4,445,073 
+2,680,931 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+3,479,406 
+2,580,548 
+2,508,557 
+Purchases of Securities Available for Sale 
+(3,725,219 
+) 
+(6,178,524 
+) 
+(3,235,538 
+) 
+Additions to Property, Plant and Equipment 
+(1,143,943 
+) 
+(722,018 
+) 
+(619,423 
+) 
+Net Cash (Used in) Investing Activities 
+(1,389,756 
+) 
+(4,319,994 
+) 
+(1,346,404 
+) 
+Cash Flows from Financing Activities: 
+Issuance of Capital Leases 
+— 
+— 
+13,300 
+Principal Payments on Capital Leases 
+— 
+(8,290 
+) 
+(29,765 
+) 
+Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans 
+529,884 
+2,603,722 
+11,165 
+Purchases of Treasury Stock 
+(453,229 
+) 
+(235,146 
+) 
+— 
+Dividends Paid 
+(828,235 
+) 
+(703,757 
+) 
+(681,913 
+) 
+Net Cash (Used in) Provided by Financing Activities 
+(751,580 
+) 
+1,656,529 
+(687,213 
+) 
+Net Increase in Cash and Cash Equivalents 
+1,226,479 
+1,781,608 
+647,314 
+Cash and Cash Equivalents, Beginning of Year 
+4,998,643 
+3,217,035 
+2,569,721 
+Cash and Cash Equivalents, End of Year 
+$ 
+6,225,122 
+$ 
+4,998,643 
+$ 
+3,217,035 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Income Taxes 
+$ 
+220,181 
+$ 
+311,900 
+$ 
+131,195 
+Non-Cash Transfers: 
+Demonstration Equipment Transferred from (to) Inventory to (from) Property, Plant and Equipment 
+$ 
+277,801 
+$ 
+4,203 
+$ 
+(129,193 
+) 
+The accompanying notes
+are an integral part of these financial statements. 
+29 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO
+CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2005
+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 90 days 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 (loss) in 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). 
+Revenue Recognition: The majority of the Company’s
+product sales are recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and
+collectibility is reasonably assured in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training or installation, the
+deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and EITF 00-21, “Revenue Arrangements With Multiple Deliverables”. This evaluation occurs at
+inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on
+the sales price charged when the same or similar element is sold separately. Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are delivered, revenue
+is recognized only after such obligations are fulfilled. All of the Company’s equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental
+to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a reduction to sales.
+Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are
+recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales. 
+Research & Development Costs The Company complies with SFAS No. 2 “Accounting for Research & Development Costs” by
+charging any costs to expense when incurred, as well as by disclosing in the financial statements the amount of R&D charged to expense. These charges include: salaries and benefits, external engineering service costs, engineering related
+information costs and supplies. The Company also relies on SFAS 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed” and SOP 98-1, “Accounting for Costs of Computer Software Developed or
+Obtained for Internal Use” for guidance in accounting for the costs of software either developed or acquired. 
+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. 
+30 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Long-Lived Assets: Long-lived assets to be held and used are reviewed for
+impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the
+asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. 
+The Company adopted Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations” and SFAS
+No. 142, “Goodwill and Other Intangible Assets”, as of February 1, 2002. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 142 changes the
+accounting for goodwill from an amortization method to an impairment-only approach. Also, under SFAS No. 142, amortization of goodwill to earnings is discontinued and the carrying value of goodwill will be evaluated for impairment on at least an
+annual basis. In accordance with the provisions of this statement, management evaluates the recoverability of goodwill annually, or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material
+adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are established using a
+discounted cash flow methodology. The determination of discounted cash flows is based on the long-range planning forecast. The Company completed the goodwill impairment reviews and it has been determined that the goodwill is not impaired. The
+Company performs its goodwill impairment review in the fourth quarter of each fiscal year, unless events or circumstances change. 
+Income Taxes: The Company accounts for income taxes in accordance with 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. The Company is subject to the examination
+of its income tax returns by the Internal Revenue Service and other tax authorities. The Company evaluates the likelihood of unfavorable adjustments arising from the examinations and believes adequate provisions have been made in the income tax
+provision. 
+Net Income (Loss) Per Common
+Share: Net income (loss) per common share have been computed and presented pursuant to the provisions of SFAS No. 128, “Earnings per Share”. Net income (loss) 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 No. 128, options to purchase 1,530,265, 1,427,635 and 2,225,932 shares of common stock were outstanding during fiscal 2005, 2004 and 2003, respectively. In fiscal years 2005, 2004 and 2003, there were 239,800, 44,550 and 2,225,932 options that
+were not included in the computation of diluted net income (loss) per common share because their inclusion would be anti-dilutive. Stock compensation plans are more fully described in Note 5 Shareholders’ Equity. 
+January 31, 
+2005 
+2004 
+2003 
+Weighted Average Common Shares Outstanding—Basic 
+5,290,201 
+4,837,033 
+4,695,357 
+Dilutive Effect of Options Outstanding 
+491,052 
+505,062 
+— 
+Weighted Average Common Shares Outstanding—Diluted 
+5,781,253 
+5,342,095 
+4,695,357 
+10% Common Stock
+Dividend: On April 19, 2004, the Company declared a 10% common stock dividend to shareholders of record on May 4, 2004 that was distributed to shareholders on May 26, 2004. An amount equal to the fair value of the additional shares
+was transferred from Retained Earnings to Additional Paid in Capital and Common Stock as of the declaration date. All income per share and weighted average share amounts for all periods have been restated to reflect the impact of the 10% common
+stock dividend. 
+31 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+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 allowances for bad debts and credits,
+inventory valuation, impairment of long-lived assets, income taxes 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. 
+Allowance for Doubtful Accounts: In circumstances where the Company is aware of a specific customer’s
+inability to meet its financial obligations, an allowance is established. The majority of accounts are individually evaluated on a regular basis and appropriate allowances are established as deemed appropriate. The remainder of the allowance is
+based upon historical trends and current market assessments. 
+Fair Value of Financial Instruments: The Company’s financial instruments consist mainly of cash and cash equivalents, accounts receivable, and accounts payable. The carrying amounts of these financial instruments as
+of January 31, 2005 approximate fair value. 
+Stock-Based
+Compensation: The Company follows Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for our stock-based compensation plans and have elected
+to continue to use the intrinsic value-based method to account for stock option grants. The Company has adopted the disclosure-only provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, an
+amendment of SFAS No. 123. Accordingly, no compensation expense has been recognized for our stock-based compensation plans. 
+Years Ended January 31 
+2005 
+2004 
+2003 
+Net Income (Loss) 
+As reported 
+$ 
+2,709,530 
+$ 
+3,216,821 
+$ 
+(1,881,768 
+) 
+Pro forma 
+$ 
+2,481,821 
+$ 
+3,076,062 
+$ 
+(2,343,861 
+) 
+Net Income (Loss) per share 
+As reported, Basic 
+$ 
+0.51 
+$ 
+0.67 
+$ 
+(0.40 
+) 
+Pro forma, Basic 
+$ 
+0.47 
+$ 
+0.64 
+$ 
+(0.50 
+) 
+As reported, Diluted 
+$ 
+0.47 
+$ 
+0.60 
+$ 
+(0.40 
+) 
+Pro forma, Diluted 
+$ 
+0.43 
+$ 
+0.57 
+$ 
+(0.50 
+) 
+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 2005, 2004 and 2003 was $5.73,
+$0.98, and $1.10, respectively. 
+Confirm This Table 
+Years Ended January 31, 
+2005 
+2004 
+2003 
+Risk-free interest rate 
+3.1 
+% 
+3.5 
+% 
+3.5 
+% 
+Expected life (years) 
+5 
+5 
+5 
+Expected volatility 
+59.0 
+% 
+45.0 
+% 
+45.0 
+% 
+Expected dividend yield 
+1.4 
+% 
+4.3 
+% 
+4.3 
+% 
+New Accounting Pronouncements:
+In December 2004, the FASB issued SFAS No. 123 (Revised
+2004), “Share-Based Payment” (“SFAS 123-R”), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and superceded APB 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS 123-R requires companies to measure compensation costs for share-based payments to
+employees, including stock options, at fair value and expense such compensation over the service period beginning with the first interim or annual period after June 15, 2005. The pro forma disclosure previously permitted under SFAS 123 will no
+longer be an alternative to financial statement recognition. Under SFAS 123-R, companies must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation expense and the transition
+method to be used at the date of adoption. The transition methods include prospective and retroactive adoption options. Management is evaluating the requirements of SFAS 123-R. 
+In December 2004, the FASB issued FSP FAS 109-1, “Application of FAS No. 109 “Accounting for Income Tax, to the
+Tax Deduction on Qualified Production Activities Provided by the Americans Jobs Creation Act of 2004”. FSP FAS No. 109-1 clarifies SFAP 109’s guidance that applies to the new tax deduction for qualified domestic production activities. FSP
+No. 109-1 became effective upon issuance and we believe that this pronouncement will have an insignificant impact on our effective rate in fiscal 2006. 
+In December 2004, the FASB issued FSP FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Repatriation Provision within the American Jobs
+Creation Act of 2004”. FSP FAS 109-2 provides implementation guidance related to the repatriation provision of the American Jobs Creation Act of 2004. At this time we are evaluating the impact this pronouncement will have on the Company.
+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: 
+Market 
+Value 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Amortized 
+Cost 
+January 31, 2005 
+Corporate 
+$ 
+2,210,159 
+$ 
+837 
+$ 
+(27,235 
+) 
+$ 
+2,236,557 
+Governmental 
+5,547,745 
+19,176 
+(31,563 
+) 
+5,560,132 
+$ 
+7,757,904 
+$ 
+20,013 
+$ 
+(58,798 
+) 
+$ 
+7,796,689 
+January 31, 2004 
+Corporate 
+$ 
+1,681,965 
+$ 
+— 
+$ 
+(2,696 
+) 
+$ 
+1,684,661 
+Governmental 
+5,996,719 
+39,008 
+(20,344 
+) 
+5,978,055 
+$ 
+7,678,684 
+$ 
+39,008 
+$ 
+(23,040 
+) 
+$ 
+7,662,716 
+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 operations. 
+The expected maturity dates of these securities are as follows: Less than one year—$764,600; One to Five
+Years—$1,671,520; and greater than Five Years—$5,321,784. Actual maturities may differ as a result of sales or earlier issuer redemptions. 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 3—Inventories 
+Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and manufacturing
+overhead. The components of inventories are as follows: 
+January 31, 
+2005 
+2004 
+Materials and Supplies 
+$ 
+5,154,931 
+$ 
+4,775,796 
+Work-in-Progress 
+969,767 
+734,374 
+Finished Goods 
+3,239,581 
+3,599,997 
+$ 
+9,364,279 
+$ 
+9,110,167 
+Note 4—Debt 
+The Company has a $3.5 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. 
+Note 5—Shareholders’ Equity 
+Common Stock: The Company repurchased 51,027 shares of its common stock in fiscal 2005 for $453,229. The Company’s Board of Directors has authorized the purchase of up to an additional 550,973
+shares of the Company’s common stock on the open market in the future as of January 31, 2005. 
+The Company maintains the following benefit plans involving the Company’s common stock: 
+Stock Option Plans: As of January 31, 2005, the Company has one incentive stock option plans and one
+non-qualified stock option plan under which options may be granted to officers and key employees. Options vest over various periods that range from six months to four years. Options for an aggregate of 1,375,000 shares may be granted under the
+incentive stock option plan at option prices of not less than fair market value at the date of grant. Options for an aggregate of 1,100,000 shares may be granted under the non-qualified plan at option prices of not less than 50% of fair market value
+at the date of grant. 
+In addition, the Company has a
+Non-Employee Director Stock Option Plan under which each non-employee director automatically receives an annual grant of options to acquire 1,100 shares of common stock. The options are granted as of the first business day of January of each year at
+an option price equal to the fair market value at the date of grant. Options for a total of 33,000 shares may be granted under the plan. 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Summarized option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2002 
+1,818,382 
+$ 
+3.03–$11.82 
+$ 
+6.04 
+Options Granted 
+477,400 
+$ 
+2.91–$ 4.03 
+$ 
+3.36 
+Options Expired 
+(69,850 
+) 
+$ 
+3.36–$ 9.32 
+$ 
+5.35 
+Options Outstanding, January 31, 2003 
+2,225,932 
+$ 
+2.91–$11.82 
+$ 
+5.48 
+Options Granted 
+170,720 
+$ 
+3.00–$11.98 
+$ 
+3.17 
+Options Exercised 
+(600,380 
+) 
+$ 
+3.00–$ 9.32 
+$ 
+4.31 
+Options Expired 
+(368,637 
+) 
+$ 
+2.91–$11.82 
+$ 
+6.00 
+Options Outstanding, January 31, 2004 
+1,427,635 
+$ 
+3.00–$11.98 
+$ 
+5.57 
+Options Granted 
+252,450 
+$ 
+8.83–$10.91 
+$ 
+10.88 
+Options Exercised 
+(105,820 
+) 
+$ 
+3.00–$ 9.32 
+$ 
+4.78 
+Options Expired 
+(44,000 
+) 
+$ 
+9.32–$10.91 
+$ 
+9.78 
+Options Outstanding, January 31, 2005 
+1,530,265 
+$ 
+3.00–$11.98 
+$ 
+6.34 
+Options Exercisable, January 31, 2005 
+1,290,465 
+$ 
+3.00– 11.98 
+$ 
+5.50 
+Options Exercisable, January 31, 2004 
+1,424,142 
+$ 
+3.00–$ 9.32 
+$ 
+5.55 
+Options Exercisable, January 31, 2003 
+1,653,336 
+$ 
+3.03–$11.82 
+$ 
+6.13 
+Set forth below is a
+summary of options outstanding at January 31, 2005: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$3.00-$4.49 
+592,020 
+$ 
+3.77 
+7yrs. 
+592,020 
+$ 
+3.77 
+$5.34-$6.82 
+388,245 
+$ 
+6.61 
+5yrs. 
+388,245 
+$ 
+6.61 
+$7.39-$8.41 
+306,900 
+$ 
+7.54 
+2yrs. 
+306,900 
+$ 
+7.54 
+$8.83-$11.98 
+243,100 
+$ 
+10.78 
+9yrs. 
+3,300 
+$ 
+11.98 
+1,530,265 
+1,290,465 
+At January 31, 2005,
+options covering 286,055 shares under the incentive plans, 415,030 shares under the non-qualified plan and 3,300 shares under the Non-Employee Director Stock Option Plan were available for future grant. 
+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 198,000 shares were initially reserved for issuance under the Plan. Summarized Plan
+activity is as follows: 
+Years Ended January 31, 
+2005 
+2004 
+2003 
+Shares Reserved, Beginning 
+90,429 
+92,496 
+96,170 
+Shares Purchased 
+(2,710 
+) 
+(2,067 
+) 
+(3,674 
+) 
+Shares Reserved, Ending 
+87,719 
+90,429 
+92,496 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+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 $0, $75,000 and $0 in fiscal 2005, 2004 and 2003, respectively. 
+Note 6—Income Taxes 
+The components of domestic and foreign income (loss) before the provision (benefit) for income taxes are as follows: 
+Years Ended January 31, 
+2005 
+2004 
+2003 
+Domestic 
+$ 
+1,711,668 
+$ 
+2,815,448 
+$ 
+(1,184,583 
+) 
+Foreign 
+1,055,443 
+968,753 
+122,857 
+Total 
+$ 
+2,767,111 
+$ 
+3,784,201 
+$ 
+(1,061,726 
+) 
+The components of the
+provision for income taxes are as follows: 
+Years Ended January 31, 
+2005 
+2004 
+2003 
+Current: 
+Federal 
+$ 
+530,697 
+$ 
+210,911 
+$ 
+(180,281 
+) 
+State 
+11,989 
+11,989 
+(11,690 
+) 
+Foreign 
+535,304 
+344,480 
+62,460 
+1,077,990 
+567,380 
+(129,511 
+) 
+Deferred: 
+Federal 
+(882,676 
+) 
+— 
+883,084 
+State 
+(137,733 
+) 
+— 
+66,469 
+(1,020,409 
+) 
+— 
+949,553 
+$ 
+57,581 
+$ 
+567,380 
+$ 
+820,042 
+The provision
+(benefit) for income taxes differs from the amount computed by applying the statutory federal income tax rate (34%) to income (loss) before income taxes, due to the following: 
+Years Ended January 31, 
+2005 
+2004 
+2003 
+Income Tax Provision (Benefit) at Statutory Rate 
+$ 
+940,818 
+$ 
+1,286,628 
+$ 
+(360,987 
+) 
+State Taxes, Net of Federal Income Tax Benefits 
+(82,991 
+) 
+49,236 
+(52,461 
+) 
+Change in Valuation Allowance 
+(1,092,415 
+) 
+(745,925 
+) 
+1,252,220 
+Other, Net 
+292,169 
+(22,559 
+) 
+(18,730 
+) 
+$ 
+57,581 
+$ 
+567,380 
+$ 
+820,042 
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+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 are as follows: 
+January 31, 
+2005 
+2004 
+Deferred Tax Assets: 
+Net Operating Loss Carryforward 
+$ 
+530,877 
+$ 
+1,492,161 
+Inventory Reserves 
+1,065,665 
+1,007,781 
+R&D Credits 
+762,498 
+519,000 
+Vacation Accrual 
+306,100 
+272,657 
+Foreign Tax Credits 
+337,650 
+177,650 
+Deferred Service Contract Revenue 
+236,747 
+136,329 
+Reserve for Doubtful Accounts 
+167,403 
+108,388 
+Other 
+279,419 
+207,829 
+3,686,359 
+3,921,795 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+1,035,247 
+865,411 
+Other 
+187,745 
+61,493 
+1,222,992 
+926,904 
+Subtotal 
+2,463,367 
+2,994,891 
+Valuation Allowance 
+(211,859 
+) 
+(2,994,891 
+) 
+Net Deferred Tax Assets 
+$ 
+2,251,508 
+$ 
+— 
+Compliance with SFAS
+109 requires the Company to periodically evaluate the necessity of establishing or increasing a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related benefit will be recognized in future periods.
+In fiscal 2003, as required by SFAS No. 109, the Company established a full valuation allowance on its net deferred tax asset as a result of the uncertainty as to whether these deferred tax assets would “more likely than not” be realized
+in the future. Based on the facts and circumstances at that time. It was determined that a full valuation allowance was required and it was stated that until an appropriate level of profitability could be sustained no tax benefits would be realized.
+As of the first quarter of fiscal 2005, The Company reversed approximately $2.6 million of its valuation allowance on its deferred tax asset with a $0.9 million credit to the fiscal 2005 tax provision and a $1.7 million credit to Additional Paid in
+Capital. The Company believed an appropriate level of profitability had been established and maintained that it is more likely than not the deferred tax assets will be realized in the future. The Company made this determination based on a review of
+the facts and circumstances as of May 1, 2004. This review consisted of an analysis of the Company’s performance, the market environment in which the Company currently operates, the length of the carryforward periods, the existing sales backlog
+and the future sales projections. $0.2 million of the valuation allowance relates to the Company’s wholly owned subsidiary Astro-Med SRL. This subsidiary has a $0.5 million net operating loss carryforward that can be carried forward
+indefinitely. The future tax benefits of this net operating loss carryforward is uncertain because it is limited to future annual taxable income of the subsidiary. 
+During fiscal 2005 and 2004, the Company received proceeds from the exercise of employee stock options. The majority of the
+stock acquired upon exercise of employee stock options was sold in disqualified dispositions for tax purposes. Disqualified dispositions of stock acquired upon exercise by employee stock options provide the Company a tax benefit that is treated
+differently for book and tax purposes. For book purposes, the tax benefit is recorded in Additional Paid-in-Capital (APIC) in Shareholders’ Equity. For tax purposes, the tax benefit is a 
+37 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+valid deduction that lowers the Company’s current income tax payable. The Company had a deferred tax benefit relating to disqualified dispositions of
+stock acquired upon exercise of employee stock options equal to approximately $0.2 million and $1.5 million at January 31, 2005 and 2004, respectively. For tax purposes, this amount will be used to offset current and future income taxes payable. For
+book purposes, approximately $0.2 million and $0.1 million of the tax benefit was recognized in APIC at January 31, 2005 and 2004, respectively. The other $1.4 million of the tax benefit at January 31, 2004 was recognized in APIC with a full
+valuation allowance. 
+Note 7—Leases and Other Contractual Obligations
+Minimum payments under noncancellable operating leases at
+January 31, 2005 were as follows: 
+Year Ending January 31, 
+Operating 
+Leases 
+2006 
+$ 
+137,191 
+2007 
+64,391 
+2008 
+23,826 
+2009 
+12,720 
+2010 and Thereafter 
+12,720 
+Minimum Lease Payments 
+$ 
+250,848 
+The Company incurred
+rent expense in the amount of $457,805, $410,465 and $385,217 for the fiscal years 2005, 2004 and 2003, respectively. 
+The Company has purchase obligations in the amount of $2,757,394 due within one year for goods and services with defined terms as to price, quantity,
+delivery and termination liability. 
+Note 8—Nature of Operations,
+Segment Reporting and Geographical 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, neuropsychological 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 will report three reporting segments consistent with its sales
+product groups Test & Measurement (T&M); QuickLabel Systems (QuickLabel) and Grass-Telefactor (G-T). 
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the aerospace,
+automotive, metal mill, power and telecommunications industries. QuickLabel produces an array of high-technology digital label printers, automatic labelers, print and apply systems, labeling software and consumables for a variety of commercial
+industries worldwide. G-T produces a range of instrumentation equipment and supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG – Sleep Monitoring) and biomedical research applications used worldwide by
+universities, medical centers and companies engaged in a variety of clinical and research activities. The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies within the
+notes to the consolidated financial statements. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+Business is conducted 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 
+38 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+the United States are conducted 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. 
+The following tables summarizes selected financial information by segment: 
+(in thousands) 
+Sales 
+Segment Operating Profit 
+Segment 
+Operating Profit % 
+2005 
+2004 
+2003 
+2005 
+2004 
+2003* 
+2005 
+2004 
+2003 
+T&M 
+$ 
+11,082 
+$ 
+11,639 
+$ 
+11,943 
+$ 
+(170 
+) 
+$ 
+839 
+$ 
+1,021 
+(1.5 
+)% 
+7.2 
+% 
+8.5 
+% 
+QuickLabel 
+28,420 
+25,290 
+21,546 
+3,760 
+2,954 
+114 
+13.2 
+% 
+11.7 
+% 
+0.5 
+% 
+G-T 
+16,473 
+18,852 
+15,676 
+1,800 
+2,695 
+506 
+10.9 
+% 
+14.3 
+% 
+3.2 
+% 
+Total 
+$ 
+55,975 
+$ 
+55,781 
+$ 
+49,165 
+$ 
+5,390 
+$ 
+6,488 
+$ 
+1,641 
+9.6 
+% 
+11.6 
+% 
+3.3 
+% 
+Corporate Expenses 
+2,820 
+2,843 
+3,037 
+Operating Income (Loss) 
+2,570 
+3,645 
+(1,396 
+) 
+Other Income 
+197 
+139 
+334 
+Income (Loss) Before Income Taxes 
+2,767 
+3,784 
+(1,062 
+) 
+Income Taxes Provision (Benefit) 
+57 
+567 
+820 
+Net Income (Loss) 
+$ 
+2,710 
+$ 
+3,217 
+$ 
+(1,882 
+) 
+* 
+QuickLabel’s and G-T’s Segment Operating Profit includes $30,262 and $413,352, respectively, of restructuring and impairment charges during the fiscal year ended January
+31, 2003. Corporate Expenses includes $46,611 of restructuring charges. 
+Presented below is selected information by segment: 
+(in thousands) 
+Amortization and 
+Depreciation 
+Capital Expenditures 
+2005 
+2004 
+2003 
+2005 
+2004 
+2003 
+T&M 
+$ 
+349 
+$ 
+382 
+$ 
+386 
+$ 
+307 
+$ 
+211 
+$ 
+198 
+QuickLabel 
+474 
+461 
+440 
+561 
+323 
+240 
+G-T 
+406 
+405 
+561 
+276 
+188 
+181 
+Total 
+$ 
+1,229 
+$ 
+1,248 
+$ 
+1,387 
+$ 
+1,144 
+$ 
+722 
+$ 
+619 
+Presented below are
+selected assets by segment: 
+(in thousands) 
+Assets 
+2005 
+2004 
+T&M 
+$ 
+7,325 
+$ 
+7,458 
+QuickLabel 
+12,186 
+12,504 
+G-T 
+8,597 
+8,918 
+Corporate* 
+18,931 
+13,185 
+Total 
+$ 
+47,039 
+$ 
+42,065 
+* 
+Corporate assets consist of cash, investments, income tax accounts and miscellaneous fixed assets. 
+39 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Presented below is selected financial information by geographic area: 
+(in thousands) 
+Sales 
+Long-Lived Assets 
+2005 
+2004 
+2003 
+2005 
+2004 
+United States 
+$ 
+38,937 
+$ 
+39,451 
+$ 
+36,140 
+$ 
+8,935 
+$ 
+8,681 
+Europe 
+11,098 
+10,551 
+7,556 
+556 
+663 
+Canada 
+2,336 
+2,410 
+2,292 
+152 
+117 
+Asia 
+1,557 
+1,149 
+1,057 
+— 
+— 
+Central and South America 
+1,292 
+1,293 
+1,140 
+— 
+— 
+Other 
+755 
+927 
+980 
+— 
+— 
+Total 
+$ 
+55,975 
+$ 
+55,781 
+$ 
+49,165 
+$ 
+9,643 
+$ 
+9,461 
+Included in Long-Lived
+Assets is Goodwill assigned to the following segments; T&M $0.7 million and $0.7 million and G-T $1.6 million and $1.6 million at January 31, 2005 and 2004, respectively. 
+Note 9—Profit-Sharing Plan 
+Along with the Employee Stock Ownership Plan described in Note 5, the Company has a 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 $154,200; $223,100; and $149,000 in 2005, 2004 and 2003, respectively. 
+Note 10—Acquisitions 
+In December of 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.” 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 and expires in December 2005. At January 31, 2005, no additional
+consideration was owed to the sellers. 
+40 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 11—Restructuring and Impairment Charges 
+In fiscal 2003, the Company implemented an organizational restructuring in
+an effort to reduce costs and streamline operations. The restructuring included workforce reductions in all areas of the Company and the closing of a research facility. The Company eliminated 28 employees or approximately 8% of its workforce. In
+fiscal year 2003, the Company recorded $490,225 of restructuring and impairment charges. These charges included $364,313 of severance and related termination benefits that were accounted for in accordance with SFAS No. 146 “Accounting for Costs
+Associated with Exit or Disposal Activities” and $125,912 of long-lived asset impairment which was accounted for in accordance with FAS No. 144 “ Accounting for the Impairment or Disposal of Long-Lived Assets”. An analysis of the
+severance charge is summarized below: 
+Severance 
+Charges 
+$ 
+364,313 
+Cash Payments 
+(28,132 
+) 
+Balance at January 31, 2003 
+336,181 
+Cash Payments 
+(321,167 
+) 
+Reserve Reversed 
+(15,014 
+) 
+Balance at January 31, 2004 
+$ 
+— 
+Note 12—Product Warranty
+Liability 
+The Company offers a one-year warranty for the
+majority of its products. The specific terms and conditions of those warranties vary depending upon the product sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited
+warranty, including parts and labor. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the
+Company’s warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the
+amounts as necessary. Changes in the Company’s product warranty liability during the years ending January 31, 2005, 2004, and 2003, respectively are as follows: 
+Product Warranty Liability 
+2005 
+2004 
+2003 
+Balance, beginning of the period 
+$ 
+176,000 
+$ 
+170,000 
+$ 
+135,515 
+Warranties issued during the period 
+397,362 
+295,124 
+357,640 
+Settlements made during the period 
+(364,720 
+) 
+(289,124 
+) 
+(323,155 
+) 
+Balance, end of the period 
+$ 
+208,642 
+$ 
+176,000 
+$ 
+170,000 
+Note 13—Concentration of
+Credit Risk 
+The Company extends credit on an
+uncollateralized basis to almost all customers. Concentration of credit and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base.
+The Company periodically performs credit evaluations of its customers. At January 31, 2005 and 2004, no single customer accounted for no more than 10% of net sales. The Company has not experienced significant credit losses on customers’
+accounts. 
+41 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The Company invests its excess cash principally in investment grade government and corporate debt
+securities. The Company has established guidelines relative to diversification and maturities that maintain safety and liquidity. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not
+experienced any significant losses on its cash equivalents or short-term investments. 
+Note 14—Contingencies 
+The Company is
+subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including, among others, contract and employment claims, workers compensation claims, product liability, warranty and
+modification, adjustment or replacement of component parts of units sold. 
+The Company provides accruals for direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such
+liability can be reasonably estimated. Costs accrued have been estimated and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes. While it is impossible to ascertain the
+ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a
+material adverse effect on the consolidated financial position or results of operations of the Company. It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our
+assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+42 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE
+II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2005 
+$ 
+367,194 
+$ 
+142,358 
+$ 
+14,307 
+$ 
+523,859 
+2004 
+$ 
+366,700 
+$ 
+94,990 
+$ 
+(94,496 
+) 
+$ 
+367,194 
+2003 
+$ 
+352,442 
+$ 
+110,000 
+$ 
+(95,742 
+) 
+$ 
+366,700 
+(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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2004/0001193125-05-080395/filing_metadata.csv b/raw/filings/0000008146/2004/0001193125-05-080395/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..f958c8ded99aa6d7e23ed1ca8e3135455d2af6a2
--- /dev/null
+++ b/raw/filings/0000008146/2004/0001193125-05-080395/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+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
diff --git a/raw/filings/0000008146/2004/0001193125-05-080395/item1.txt b/raw/filings/0000008146/2004/0001193125-05-080395/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0c97f64be61b4a1b474a21582a089737d3c8b648
--- /dev/null
+++ b/raw/filings/0000008146/2004/0001193125-05-080395/item1.txt
@@ -0,0 +1,188 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2004/0001193125-05-080395/item13.txt b/raw/filings/0000008146/2004/0001193125-05-080395/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1baedd973c33e7914d6759edc08578afa06c9d52
--- /dev/null
+++ b/raw/filings/0000008146/2004/0001193125-05-080395/item13.txt
@@ -0,0 +1,2 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2004/0001193125-05-080395/item9a.txt b/raw/filings/0000008146/2004/0001193125-05-080395/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8dee8816547530fbcd7477fbbfb83cfaddd63267
--- /dev/null
+++ b/raw/filings/0000008146/2004/0001193125-05-080395/item9a.txt
@@ -0,0 +1,14 @@
+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
\ No newline at end of file
diff --git a/raw/filings/0000008146/2004/0001193125-05-080395/rp_note.txt b/raw/filings/0000008146/2004/0001193125-05-080395/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2004/0001193125-05-080395/rpt_disclosure.txt b/raw/filings/0000008146/2004/0001193125-05-080395/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6867b363afe9db59acd2e19dc2c845f18d642846
--- /dev/null
+++ b/raw/filings/0000008146/2004/0001193125-05-080395/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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2005/0001193125-06-080376/filing.txt b/raw/filings/0000008146/2005/0001193125-06-080376/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0478ec08d03e06add824c32b2808a8273e4ebcb4
--- /dev/null
+++ b/raw/filings/0000008146/2005/0001193125-06-080376/filing.txt
@@ -0,0 +1,3118 @@
+10-K
+1
+d10k.htm
+FORM 10-K
+FORM 10-K 
+Table of Contents 
+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, 2006 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from to
+Commission file number 0-13200 
+Astro-Med, Inc. 
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(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: 
+Title of each class 
+Name of each exchange 
+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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
+Act. Yes ¨ No x 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
+Act. Yes ¨ No 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 x No ¨ 
+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 is a large accelerated files, an accelerated filer, or a non-accelerated filer. See
+definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): 
+Large accelerated
+filer ¨ Accelerated
+filer ¨ Non-accelerated
+filer x 
+Indicate by check mark whether the registrant is a shell company (as
+defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x 
+As of July 30, 2005, the aggregate market value of the voting common equity of the Registrant held by
+non-affiliates of the Registrant based on the closing price on the NASDAQ Stock Market was $39,269,110. 
+Indicate the number of shares
+outstanding (excluding treasury shares) 
+of each of the issuer’s classes of common stock as of March 24, 2006. 
+Common Stock $0.05 Par Value 5,394,877 shares. 
+DOCUMENTS INCORPORATED BY REFERENCE 
+Portions of the Company’s definitive proxy statement for the 2006 annual meeting
+of shareholders are incorporated by reference into Part III. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-6 
+Item 1A. 
+Risk factors 
+6-7 
+Item 1B. 
+Unresolved Staff Comments 
+8 
+Item 2. 
+Properties 
+8 
+Item 3. 
+Legal Proceedings 
+8 
+Item 4. 
+Submission of Matters to a Vote of Security Holders 
+8 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+9 
+Item 6. 
+Selected Financial Data 
+10 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+10-18 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+18 
+Item 8. 
+Financial Statements and Supplementary Data 
+19 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+19 
+Item 9A. 
+Controls and Procedures 
+19 
+Item 9B. 
+Other Information 
+20 
+PART III 
+Item 10. 
+Directors and Executive Officers of the Registrant 
+20-21 
+Item 11. 
+Executive Compensation 
+21 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 
+21 
+Item 13. 
+Certain Relationships and Related Transactions 
+21 
+Item 14. 
+Principal Accountant Fees and Services 
+22 
+PART IV 
+Item 15. 
+Exhibits, Financial Statement Schedules 
+22 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+PART I 
+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. 
+Item 1A. Risk factors 
+Investing in our common stock involves a degree of risk. The risks
+and uncertainties described below are not the only risks facing our Company. Additional risks and uncertainties may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of
+operations would likely suffer. 
+Astro-Med competes in highly competitive markets which are likely to become more competitive. The
+markets for our products are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. Current competitors or new market entrants may develop new products with features that could adversely
+affect the competitive position of our products. We may not be successful in selecting, developing, manufacturing and marketing new products or enhancing our existing products or in responding effectively to technological changes, new standards or
+product announcements by competitors. The timely availability of new products and enhancements, and their acceptance by customers are important to our future success. Delays in such availability or a lack of market acceptance could have an adverse
+effect on our business. Additionally, there may be technological innovation that eliminates or reduces the needs for our products. 
+6 
+Table of Contents 
+Astro-Med could incur liabilities as a result of installed product failures due to design or
+manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These defects could result in product returns or recalls and loss or delay in market acceptance which could have a material
+adverse effect on our business, operating results, or financial condition. 
+Astro-Med sells a significant portion of its products
+internationally. We sell our products worldwide through several foreign locations and distributors. Our worldwide operations are subject to the risks normally associated with foreign operations including, but not limited to: 
+• 
+Customer and vendor financial stability; 
+• 
+Volatility in general world economic conditions; 
+• 
+The disruption of markets; 
+• 
+Changes in export or import laws; 
+• 
+Restrictions on currency exchanges; 
+• 
+Longer payment terms; 
+• 
+The modification or introduction of government policies with potentially adverse effects; 
+International sales, which are both direct and indirect sales to customers outside the U.S. accounted for approximately 30% of our sales in fiscal 2006.
+We anticipate that international sales will continue to account for a significant portion of our revenue. We invoice our customers in various currencies. Occasionally we use rate protection agreements or derivative agreements to hedge any foreign
+currency exposure. Accordingly, we may be exposed to exchange losses based upon currency exchange rate fluctuations, which losses could have a material adverse effect on our operating results. 
+Astro-Med depends on the ongoing service of its senior management and ability to attract and retain other key personnel. Our success depends to a
+significant degree upon the continuing contributions of key management, sales, marketing, research and development and manufacturing personnel, many of whom we would have difficulty replacing. We believe that our future success will depend in large
+part upon our ability to attract and retain highly skilled engineers and management, sales and marketing personnel. Failure to attract and retain key personnel could have a material adverse effect on our business, operating results, or financial
+position. 
+Astro-Med cannot provide any assurance that current laws, or any laws enacted in the future, will not have a material adverse
+effect on our business. Our operations are subject to laws, rules, regulations, including environmental regulations, government policies and other requirements in each of the jurisdictions in which we conduct business. Changes in laws, rules,
+regulations, policies or requirements could result in the need to modify our products and could affect the demand for our products, which may have an adverse impact on our future operating results. In addition, we must comply with new regulations
+restricting our ability to include lead and certain other substances in our products. If we do not comply with applicable laws, rules and regulations we could be subject to costs and liabilities and our business may be adversely impacted.
+Astro-Med relies on sole source suppliers that may result in product delays or price increases. We currently obtain certain
+components of our products and certain finished products from sole sources. In the future, our suppliers may not be able to meet our demand for components and products in a timely and cost effective manner. Our inability to secure and qualify
+alternative sources of supply in a timely manner may disrupt our ability to fulfill customer orders. 
+Astro-Med spends a significant
+amount of time and effort related to the development of our Ruggedized and Color Printer products. Failure to develop these products and markets as anticipated could adversely affect our growth. 
+Astro-Med will be relocating the Braintree, MA manufacturing facility during fiscal 2007. Failure to effectively execute the relocation plan could
+cause potential disruptions to our business. 
+7 
+Table of Contents 
+Item 1B. Unresolved Staff Comments 
+None 
+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. 
+Location 
+Approximate 
+Square 
+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 seven locations. The following information pertains to each
+location: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Conshohocken, PA 
+2,500 
+Sales and service 
+Longueuil, Quebec, Canada 
+3,800 
+Sales and service 
+Rodgau, Germany 
+5,435 
+Manufacturing, sales and service 
+Trappes, France 
+2,164 
+Sales and service 
+Zwolle, Netherlands 
+475 
+Sales and service 
+Schaumburg, IL 
+1,131 
+Sales and service 
+Milano, Italy 
+753 
+Sales and service 
+During fiscal 2006 the Company entered into an agreement with Hanover R.S. Limited Partnership for
+the sale of the manufacturing facility in Braintree, MA. As a result of this agreement the Company will need to relocate this manufacturing facility to a location to be determined. 
+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. 
+8 
+Table of Contents 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder’s Matters and Issuer Purchases of Equity Securities 
+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. 
+Years Ended January 31, 
+High 
+Low 
+Dividends 
+Per Share 
+2006 
+First Quarter 
+$ 
+10.69 
+$ 
+8.40 
+$ 
+0.04 
+Second Quarter 
+$ 
+10.25 
+$ 
+8.65 
+$ 
+0.04 
+Third Quarter 
+$ 
+13.07 
+$ 
+9.79 
+$ 
+0.04 
+Fourth Quarter 
+$ 
+12.15 
+$ 
+9.80 
+$ 
+0.04 
+2005 
+First Quarter 
+$ 
+13.29 
+$ 
+10.29 
+$ 
+0.04 
+Second Quarter 
+$ 
+12.71 
+$ 
+9.67 
+$ 
+0.04 
+Third Quarter 
+$ 
+10.90 
+$ 
+9.00 
+$ 
+0.04 
+Fourth Quarter 
+$ 
+9.69 
+$ 
+7.88 
+$ 
+0.04 
+The Company had approximately 331 shareholders of record as of March 24, 2006, 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-MEDINC .COM. We make available free of charge on our Internet website our annual report on Form 10-K, quarterly
+reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such
+material with, or furnish it to, the SEC. These filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Dividend Policy
+The Company began a program of paying annual cash dividends in the second quarter of fiscal 1992. The Company anticipates that it will
+continue to pay cash dividends on a quarterly basis. The Company has paid a dividend for 58 consecutive quarters. During fiscal 2007 the Company announced its intention to increase the annual dividend by twenty-five percent. 
+Stock Repurchases 
+On August 16, 2004, the
+Company announced that its Board of Directors had approved the repurchase of 600,000 shares of common stock. This is an ongoing authorization without any expiration date. 
+The Company made no purchases of its common stock pursuant to this authority during the fourth quarter of fiscal 2006. 
+9 
+Table of Contents 
+Item 6. Selected Financial Data 
+(Dollars in Thousands, Except Per Share Amounts)
+2006 
+2005 
+2004 
+2003 
+2002 
+Results of Operations: 
+Net Sales 
+$ 
+59,301 
+$ 
+55,975 
+$ 
+55,781 
+$ 
+49,165 
+$ 
+49,391 
+Net Income (Loss) 
+$ 
+2,551 
+$ 
+2,710 
+$ 
+3,217 
+$ 
+(1,882 
+) 
+$ 
+(233 
+) 
+Net Income (Loss) per Common Share—Basic 
+$ 
+0.48 
+$ 
+0.51 
+$ 
+0.67 
+$ 
+(0.40 
+) 
+$ 
+(.05 
+) 
+Net Income (Loss) per Common Share—Diluted 
+$ 
+0.44 
+$ 
+0.47 
+$ 
+0.60 
+$ 
+(0.40 
+) 
+$ 
+(.05 
+) 
+Dividends Declared per Common Share 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+Financial Condition: 
+Working Capital 
+$ 
+31,222 
+$ 
+29,268 
+$ 
+24,499 
+$ 
+18,825 
+$ 
+21,455 
+Total Assets 
+$ 
+49,647 
+$ 
+47,039 
+$ 
+42,065 
+$ 
+35,210 
+$ 
+38,404 
+Long-Term Debt, less Current Maturities 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Shareholders’ Equity 
+$ 
+40,301 
+$ 
+38,408 
+$ 
+34,547 
+$ 
+29,081 
+$ 
+31,425 
+Restructuring and Impairment (Credits) Charges 
+$ 
+— 
+$ 
+— 
+$ 
+(15 
+) 
+$ 
+490 
+$ 
+— 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad
+range of products that acquire, store, analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It
+markets and sells its products and services through three business segments including: 
+Test and Measurement Product Group (T&M)
+represents a suite of telemetry recorder products sold to the aerospace and defense industries, as well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including paper, energy,
+automotive and steel fabrication. In addition, T&M also includes a suite of ruggedized printer products designed for military and commercial applications to be used to print weather maps, communications and other flight critical information.
+QuickLabel Systems Product Group (QuickLabel) offers hardware, software and media products that create color labels, store the images and
+produce the images in color or non-color formats on a broad range of media substrates. 
+Grass-Telefactor Product Group (G-T) centers on
+diagnostic and monitoring products that serve the clinical neurophysiology markets, as well as a range of biomedical instrumentation products and supplies focused on the life sciences markets. 
+The Company markets and sells its products and services globally through a diverse distribution structure of sales personnel, manufacturing
+representatives and dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+The
+Company’s growth strategy centers on product innovation made possible by research and development initiatives, as well as acquisitions that strategically fit into existing core businesses. Research and development activities are funded by the
+Company at approximately 7% of annual sales. 
+The Company’s continued success in increasing its product revenues will be dependent on
+the Company’s ability to introduce new and/or enhanced product lines each year. The Company attempts to have approximately 45% of annual hardware sales generated by products developed or acquired within the past three years. 
+10 
+Table of Contents 
+The Company improved its liquidity position during the year by effectively managing its working capital,
+generating cash from operations and realizing proceeds from the exercise of employee stock options. 
+To ensure its continued growth and
+profitability in fiscal 2007, the Company will increase its capital investment in: personnel by adding salespersons in underserved markets, productivity by increasing manufacturing capabilities through the acquisition of new equipment, such as a
+label press, thermal transfer ribbon processing machinery, metal fabrication equipment and electronic circuit board automatic test equipment; distribution by expanding our global dealer organization; and information technology by providing hardware
+and software tools that improve the knowledge and efficiency of our employee population. 
+Results of Operations 
+(in thousands) 
+2006 
+Sales 
+2006 
+Sales as a % 
+of Total 
+% Change 
+Over Prior 
+Year 
+2005 
+Sales 
+2005 
+Sales as a % 
+of Total 
+% Change 
+Over Prior 
+Year 
+2004 
+Sales 
+2004 
+Sales as a % 
+of Total 
+T&M 
+$ 
+11,467 
+19.3 
+% 
+3.5 
+% 
+$ 
+11,082 
+19.8 
+% 
+(4.8 
+)% 
+$ 
+11,639 
+20.9 
+% 
+QuickLabel 
+29,698 
+50.1 
+% 
+4.5 
+% 
+28,420 
+50.8 
+% 
+12.4 
+% 
+25,290 
+45.3 
+% 
+G-T 
+18,136 
+30.6 
+% 
+10.1 
+% 
+16,473 
+29.4 
+% 
+(12.6 
+)% 
+18,852 
+33.8 
+% 
+Total 
+$ 
+59,301 
+100 
+% 
+5.9 
+% 
+$ 
+55,975 
+100.0 
+% 
+0.3 
+% 
+$ 
+55,781 
+100.0 
+% 
+Fiscal 2006 compared to Fiscal 2005 
+The Company’s sales in fiscal 2006 were $59.3 million, up from the prior year’s sales of $56.0 million. Domestic sales of $41.7 million
+increased 7% from the prior year sales of $38.9 million. The increase results from a mixed performance by the product groups. QuickLabel System domestic sales were healthy during the year increasing 7.5% over the prior year sales as demand for the
+Company’s consumables remained strong. G-T domestic sales were also healthy during the year increasing 9%, as sales of the LTM (long term monitoring), sleep and Electrode consumable products each experienced growth over the prior year. T&M
+domestic sales were flat with the prior year as sales growth in Ruggedized and Dash Series products were tempered by sales declines in the Everest Series products as the aerospace telemetry market continues to decline. Sales through the
+Company’s international channels were $17.6 million, representing a 3% increase from the prior year sales of $17.0 million. Similar to the domestic channel the increase was the result of a mixed performance by the product groups. T&M
+international sales were 15% ahead of the prior year due to increased sales within Ruggedized products. However, the T&M international channel also experienced sales declines within the Everest series. G-T international sales experienced a 12%
+increase over the prior year as a result of an increase in sleep system sales. QLS international sales were essentially flat with the prior year as a 4% increase in consumable sales was offset by lower hardware sales. The impact of foreign exchange
+rate changes during the year was nominal when compared to the prior year. 
+The Company’s gross profit was $24.7 million, an increase
+of $1.7 million over the prior year’s gross profit of $23.0 million. This year’s gross profit margin of 41.6% was slightly higher than the prior year’s gross margin of 41.2%. This slight increase was the result of favorable product
+mix. 
+Operating expenses grew 5% to $21.5 million. Specifically, selling, general and administrative (SG&A) expenses increased 6% to
+$17.5 million, representing 29% of sales which was consistent with the prior year’s 29% of sales. The increased SG&A spending is the result of selling and marketing initiatives which include additional selling personnel of $0.4 million, an
+increase in travel and trade show expenses of $0.2 million and an increase in commissions of $0.3 million related to the higher sales, as well as an increase in G&A staffing. Research & Development (R&D) expenses of $4.0 million
+were flat with the prior year. This level of spending represents 6.8% of sales which was slightly lower than the prior year’s level of 7.2%. 
+Investment income in fiscal 2006 was $0.3 million, down from $0.4 million in fiscal 2005. The decrease in investment income during fiscal year 2006 was attributable to a change in the composition of our underlying 
+11 
+Table of Contents 
+investment portfolio and resulting yields. Other expense, net was $0.1 million as compared to last fiscal year’s other expense, net of $0.2 million. The
+change of $0.1 million was the result of the change in foreign exchange rates. 
+The Company recorded tax expense of $0.9 million and $0.1
+million in fiscal 2006 and 2005, respectively. For the twelve months ended January 31, 2006, an income tax expense of $0.9 million was recognized as a result of income tax expense of $1.2 million on the current year’s pretax income of $3.4
+million and a $0.3 million non-cash tax benefit recorded in the third quarter of fiscal 2006 due to the reversal of tax reserves related to the favorable resolution of certain income tax examinations. For the twelve months ended January 31,
+2005 an income tax expense of $0.1 million was recorded as a result of income tax expense of $1.0 million on the current year’s pretax income of $2.8 million and a $0.9 million one-time non-cash tax benefit recorded in the first quarter of
+fiscal 2005 related to the release of the valuation allowance on the net deferred tax asset that was established in fiscal 2003. 
+The
+Company reports three segments that mirror the Company’s sales product groups (i.e., T&M, QuickLabel and G-T). The Company evaluates segment performance based on the operating segment’s profit before corporate and financial
+administration expenses. 
+The following table summarizes selected financial information by segment: 
+(in thousands) 
+Sales 
+Segment Operating Profit (Loss) 
+Segment Operating Profit (Loss) % 
+2006 
+2005 
+2004 
+2006 
+2005 
+2004 
+2006 
+2005 
+2004 
+T&M 
+$ 
+11,467 
+$ 
+11,082 
+$ 
+11,639 
+$ 
+331 
+$ 
+(170 
+) 
+$ 
+839 
+2.9 
+% 
+(1.5 
+)% 
+7.2 
+% 
+QuickLabel 
+29,698 
+28,420 
+25,290 
+2,874 
+3,760 
+2,954 
+9.7 
+% 
+13.2 
+% 
+11.7 
+% 
+G-T 
+18,136 
+16,473 
+18,852 
+2,906 
+1,800 
+2,695 
+16.0 
+% 
+10.9 
+% 
+14.3 
+% 
+Total 
+$ 
+59,301 
+$ 
+55,975 
+$ 
+55,781 
+$ 
+6,111 
+$ 
+5,390 
+$ 
+6,488 
+10.3 
+% 
+9.6 
+% 
+11.6 
+% 
+Corporate Expenses 
+2,956 
+2,820 
+2,843 
+Operating Income 
+3,155 
+2,570 
+3,645 
+Other Income and Expense, net 
+247 
+197 
+139 
+Income Before Income Taxes 
+3,402 
+2,767 
+3,784 
+Income Tax Provision 
+851 
+57 
+567 
+Net Income 
+$ 
+2,551 
+$ 
+2,710 
+$ 
+3,217 
+The operating results of each segment are summarized as follows: 
+T&M’s sales increased 3.5% in fiscal 2006 to $11.5 million from $11.1 million in the previous year. The increase is traceable to sales growth
+within the Dash Series products which were up 15.1% over the prior year and the Ruggedized products which were up 130.0%. These increases were offset by lower shipments of the Everest product line which was down 41% from the prior year. Customers in
+the Company’s aerospace markets have continued to delay capital purchases due to limited appropriations for workstation telemetry recorder products. T&M’s segment operating profit was $0.3 million in fiscal 2006. This result compares
+favorably to the prior year’s segment operating loss of $0.2 million. The current year’s improvement is due to higher sales volume and better margins. T&M selling expenses were consistent with the prior year. 
+Sales of the QuickLabel Systems products increased 4.5% in fiscal 2006 to $29.7 million from $28.4 million in the prior year. This year’s sales
+growth was driven by a 10.3% increase in QLS consumable products. The sales growth of the consumables products was shared between the Company’s labels and tags, up 17.1% and, ribbons, up 4.4% from the prior year. However, the growth in QLS
+consumables was tempered by lower QLS Hardware sales. The QLS Product Group segment operating profit was $2.9 million during fiscal 2006. This 
+12 
+Table of Contents 
+result compares unfavorably to the prior year’s segment operating profit of $3.8 million. The lower segment operating profit on increased sales was due
+to higher personnel costs, investment in marketing campaigns and increased manufacturing and R&D expenses on the development of the new VIVO color printer. 
+G-T’s sales increased 10.0% in fiscal 2006 to $18.1 million from $16.5 million in the prior year. The product group’s higher sales were due to increases within LTM products, which were up 29%, increases
+within sleep products, which were up 33.0% and an increase in the product group’s consumable sales which were up 22.1%. G-T’s operating profit increased 61.4% in fiscal 2006 to $2.9 million from $1.8 million in the prior year. This
+year’s segment operating profit was driven by higher sales volume and product mix, as well as decreased spending within R&D for this product group. 
+Fiscal 2005 compared to Fiscal 2004 
+The Company’s sales in fiscal 2005 were $56.0 million, up from the prior
+year’s sales of $55.8 million. Domestic sales of $38.9 million declined 1% from the prior year sales of $39.5 million. The nominal decline was an outgrowth of a mixed performance by the product groups. Domestic QuickLabel System sales were
+healthy during the year increasing 15% over the prior year sales as demand for the Company’s printer systems and consumables remained strong. Domestic G-T sales were down from the prior year by 17%, as sales of the LTM (long term monitoring)
+products and legacy products in the clinical markets were below last year’s sales. However, sales of the Company’s new Comet product line increased 35% from the prior year in both the EEG (electroencephalographic) and PSG (sleep)
+applications. Domestic T&M sales were lower by 7% from the previous year as customers in our aerospace markets deferred buying decisions on workstation telemetry recorders until fiscal 2006. However, the product group’s portable suite of
+recorders, i.e. Dash series, increased 18% over the prior year. Sales through the Company’s international channels were $17.0 million, representing a 4% increase from the prior year. However, excluding the favorable impact from foreign exchange
+via the weak dollar, international sales for fiscal 2005 were 2% lower than the prior year. In a similar profile to the domestic channel, the results in the international channel were down due to lower volume of G-T LTM product sales. Shipments of
+QuickLabel Systems products grew year over year, whereas T&M product sales volume were flat with the prior year. 
+The Company’s
+gross profit was $23.0 million, essentially flat with the prior year’s gross profit of $23.0 million. Fiscal 2005 gross profit margin of 41.2% also matched the prior year’s gross profit margin of 41.2% on comparable sales volume.
+Operating expenses grew 6% to $20.5 million. Specifically, selling, general and administrative (SG&A) expenses increased 5% to $16.4
+million, representing 29% of sales as compared to the prior year’s 28% of sales. The increased SG&A spending is confined to selling and marketing initiatives which include additional selling personnel of $0.2 million, an increase in trade
+show expenses of $0.1 million, an expansion of the Company’s advertising formats of $0.1 million and foreign exchange increases of $0.3 million. Research & Development (R&D) expenses increased 10% from last year to $4.0 million.
+This level of spending represents 7.1% of sales and a 50 basis point increment from the previous year’s level of 6.6%. The increase is traceable to additional engineering personnel of $0.1 million, outside engineering services of $0.1 million
+and prototype parts of $0.1 million. 
+Interest income in fiscal 2005 was $0.4 million, up significantly from $0.2 million in fiscal 2004.
+The increase in interest income during fiscal year 2005 is attributable to a higher yield on the investment portfolio and higher average cash balances available for a full year in fiscal 2005 from the cash generated in the second half of fiscal
+2004. Other expense, net was $0.2 million as compared to last fiscal year’s other expense, net of $0.1 million. The increase of $0.1 million was the result of additional unrealized losses on intercompany balances driven by the change in foreign
+exchange rates. 
+The Company recorded tax expense of $0.1 million and $0.6 million in fiscal 2005 and 2004, respectively. For the twelve
+months ending January 31, 2005, an income tax expense of $0.1 million was recognized as a result of income tax expense of $1.0 million on the current year’s pretax income of $2.8 million and a $0.9 
+13 
+Table of Contents 
+million one-time non-cash tax benefit recorded in the first quarter of fiscal 2005 related to the release of the valuation allowance on the net deferred tax
+asset that was established in fiscal 2003. 
+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 $3.5 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 ended January 31, 2006, 2005 and 2004 are
+included on page 30. Net cash flow provided by operating activities in fiscal year 2006 was $2.4 million. The net cash flow provided by operations is attributed to the positive cash flow generated from net income of $2.6 million during the year and
+depreciation of $1.2 million. Cash flow from operating activities was adversely affected by a $1.3 million increase in accounts receivable. This increase was primarily due to the record quarterly sales level achieved in the fourth quarter.
+Net cash flow used by investing activities was $3.4 million, which was mostly the result of the purchase of property, plant and equipment
+of $1.0 million and a net increase in the Company’s portfolio of investment securities of $2.4 million. Property, plant and equipment purchases included machinery and equipment of $0.5 million, information technology of $0.3 million, building
+improvements of $0.1 million and tools and dies of $0.1 million. 
+Net cash flow used by financing activities was $0.6 million in fiscal
+2006. During the year the Company paid dividends of $0.8 million. Also during the current year, the Company generated $0.3 million in cash through the exercise of employee stock options. 
+Dividends paid for fiscal 2006, 2005, and 2004 were $0.8, million, $0.8 million and $0.7 million in each year, respectively. The Company’s annual
+dividend per share was $0.16 in all three years. Since the inception of the common stock buy back program in fiscal 1997, the Company has repurchased 994,035 shares of its common stock. At January 31, 2006, the Company has the Board of
+Directors’ authorization to purchase an additional 547,589 shares of the Company’s common stock in the future. 
+Contractual Obligations,
+Commitments and Contingencies 
+The Company had a contingent obligation relating to the 1999 Telefactor acquisition that required the
+Company to pay additional consideration to the seller if certain sales amounts are achieved during the 72 months following the closing of the transaction. The purchase and sales agreement contains a clause which would require the Company to pay
+additional purchase price of up to $3,000,000 if certain sales levels are achieved. The earnout provision expired in December 2005 with no additional consideration owed to the sellers. 
+On June 17, 2005, the Company entered into an agreement with Hanover R.S. Limited Partnership, a Texas limited partnership (the
+“Purchaser”) for the sale of approximately 24.692 acres of land located in Braintree, Massachusetts owned by the Company (the “Property”) for the purchase price of $6,100,000 to be paid in cash at the closing. The sale of the
+Property was subject to a 90 day feasibility period which ended on September 17, 2005, during which time the Purchaser could inspect the property and terminate the sale due to any adverse conditions discovered on the Property. With the
+successful completion of the feasibility period, the Purchaser has 16 months to obtain final zoning and site plan approval from all state and local governmental entities for use of the Property as a multi-family residential rental property, subject
+to two 30 day extensions exercisable at the option of the Purchaser upon payment to the Company of $25,000 per extension. 
+Upon execution
+of the agreement, $250,000 of earnest money was placed in escrow pending completion of the sale and an additional $250,000 was placed in escrow at the expiration of the feasibility period. Following the feasibility period, all such earnest money is
+forfeited by the Purchaser in the event that the sale is not completed due to a breach by the Purchaser. 
+14 
+Table of Contents 
+As of January 31, 2006 the Purchaser has placed a total of $500,000 in escrow pending the completion of
+the sale. This amount is recorded as both an Other Current Asset and a Deposit on Pending Sale on the balance sheet of the Company. In the event that this transaction is completed, the Company would recognize an estimated pre-tax gain of
+approximately $5,400,000 to $5,600,000. 
+A summary of the Company’s contractual obligations and commitments as of January 31,
+2006 is as follows: 
+In Millions 
+Payment Due 
+Within 
+1 Year 
+1-3 
+Years 
+Thereafter 
+Operating Leases 
+$ 
+0.2 
+$ 
+0.3 
+$ 
+— 
+Purchase Obligations 
+$ 
+4.7 
+— 
+— 
+Total 
+$ 
+4.9 
+$ 
+0.3 
+$ 
+— 
+Purchase obligations include amounts committed under legally enforceable contracts or purchase
+orders for goods and services with defined terms as to price, quantity, delivery and termination liability. 
+The Company is subject to
+contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including, among others, contract and employment claims, workers compensation claims, product liability, warranty and
+modification, adjustment or replacement of component parts of units sold. 
+The Company provides accruals for direct costs associated with
+the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued have been estimated and are based upon an
+analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits,
+the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the
+Company. It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s
+control. 
+Critical Accounting Policies 
+The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally
+accepted in the United States. (See the Notes to the Consolidated Financial Statements included elsewhere herein.) Certain of the Company’s accounting policies require the application of judgment in selecting the appropriate assumptions for
+calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company periodically evaluates the judgments and estimates used for its critical accounting policies to ensure that such
+judgments and estimates are reasonable for its interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as
+appropriate. If different conditions result from those assumptions used in the Company’s judgments, the results could be materially different from the Company’s estimates. The Company’s critical accounting policies include:
+Revenue Recognition: The majority of the Company’s product sales are recorded at the time of shipment, when legal
+title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured 
+15 
+Table of Contents 
+in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale
+arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and EITF 00-21, “Revenue Arrangements With Multiple
+Deliverables”. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for
+each element is established generally based on the sales price charged when the same or similar element is sold separately. 
+Revenue is
+recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. All of the Company’s
+equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and
+its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with
+products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and
+handling fees are included in sales while related shipping and handling costs are included in cost of sales. 
+Warranty Claims and Bad
+Debts: Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost of sales and selling, general and administrative expense, respectively, at the time a sale is recorded. The amounts
+recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers
+for bad debts. The Company also periodically evaluates the adequacy of its reserves for warranty and bad debts recorded in its consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt
+analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required by the Company in determining the appropriate amounts to record and such judgments may prove to be incorrect in
+the future. The Company believes that its procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+Customer Returns: Customer returns are recorded on an actual basis throughout the year and also include an estimate at the end of each
+reporting period for future customer returns related to sales recorded prior to the end of the period. The Company generally estimates customer returns based upon its historical experience while making adjustments for any changes in business
+conditions. The Company believes that its principles for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual experience. 
+Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions to write-down
+obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of the Company analyzing the inventory supply on hand and estimating the net realizable value of the inventory
+based on historical experience, current business conditions and anticipated future sales. The Company believes that its procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent
+periods when the estimates are adjusted to actual experience. 
+Income taxes: The Company accounts for income taxes in
+accordance with Statement of Financial Accounting Standards (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. The Company has historically had deferred tax assets due principally to the unfavorable tax consequences of recording expenses for required book reserves for such things
+as, bad debts, inventory valuation, and warranty that cannot be deducted for income tax purposes until such expenses are actually paid or losses realized. The Company’s deferred tax liabilities consist of 
+16 
+Table of Contents 
+favorable tax consequences associated with accelerated depreciation methods for tax purposes. SFAS No. 109 requires that a valuation allowance be
+established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including the Company’s performance, the
+market environment in which the Company operates, length of carryforward periods, existing sales backlog and future sales projections. The Company had previously provided valuation allowances only for future tax benefits resulting from certain
+foreign losses. In fiscal 2003, as required by SFAS No. 109, the Company established a full valuation allowance on its net deferred tax asset as a result of the uncertainty as to whether these deferred tax assets would “more likely than
+not” be realized in the future. Based on the facts and circumstances at that time it was determined that a full valuation allowance was required and it was stated that until an appropriate level of profitability could be sustained no tax
+benefits would be realized. As of the first quarter of fiscal 2005, the Company believed that an appropriate level of profitability had been established and maintained and that it is more likely than not the deferred tax assets would be realized in
+the future except for possible future tax benefits from the utilization of net operating loss carryforwards attributable to the Company’s Italian subsidiary. The Company made this determination based on a review of the facts and circumstances
+as of May 1, 2004. This review consisted of an analysis of the Company’s performance, the market environment in which the Company currently operates, the length of the carryforward periods, the existing sales backlog and the future sales
+projections. 
+Long-Lived Asset and Goodwill: The impairment of long-lived assets to be held and used are reviewed for
+impairment in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
+Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and
+use is based on the fair value of the asset. Goodwill impairment reviews are performed in accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”. Management evaluates the recoverability of goodwill
+annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is
+considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are established using a discounted cash flow methodology. The determination of discounted cash flows is based on the long-range planning
+forecast. 
+Recent Accounting Pronouncements 
+In May 2005, the FASB issues SFAS No. 154, “Accounting for Changes and Error Corrections”. This Statement changes the requirements for the accounting for and reporting of a change in accounting
+principle. It requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period specific effects or the cumulative effect of the change. This
+Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a
+pronouncement includes specific transition provisions, those provisions should be followed. This Statement is effective for the Company with the first quarter of fiscal 2007. It is not expected to have an impact on our consolidated financial
+position or results of operations. 
+In December 2004, the FASB issued SFAS No. 123 (Revised 2004), “Share-Based Payment”
+(“SFAS 123R”), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R
+requires companies to measure compensation costs for share-based payments to employees, including stock options, at fair value and expense such compensation over the service period. For the Company, this is effective February 1, 2006. 
+As permitted by SFAS No. 123R, until January 31, 2006, the Company accounted for share-based payments to employees using APB Opinion
+No. 25’s intrinsic value method and, as such, generally recognized no 
+17 
+Table of Contents 
+compensation expense for employee stock options. Accordingly, the adoption of SFAS No. 123R’s fair value method will have an impact on the
+Company’s results of operations, although it will have no impact on the Company’s overall financial position. Effective February 1, 2006, we adopted SFAS No. 123R using the modified prospective basis. This method requires us to
+apply the provisions of SFAS No. 123R to any awards that are unvested on the effective date and to any new awards. Under this method, we will not be required to restate prior periods. Compensation expense for the unvested awards will be
+recognized over the remaining service period using the compensation expense calculated for our pro forma disclosures under SFAS No. 123, adjusted for estimated forfeitures. The pro forma earnings impact of stock-based compensation expense on
+our results of operations for the years 2006, 2005 and 2004 is described in Note 1 of Notes to Consolidated Financial Statements of this report. It is important to note that such pro forma disclosures are not necessarily indicative of the potential
+impact of recognizing compensation expense for share-based payments under SFAS No. 123R in future periods. 
+Our adoption of SFAS
+No. 123R is expected to result in compensation expense that will reduce diluted net income per share by approximately $0.03 to $0.05 per share in fiscal 2007. This estimated range does not include any stock-based awards our Board of Directors
+may grant in fiscal 2007. Also, our estimate of future stock-based compensation expense will be affected by our stock price and a number of complex and subjective valuation assumptions, and the related tax impact, as well as the number of stock
+based awards our Board of Directors may grant in the future. These valuation assumptions include, but are not limited to, the volatility of our stock price and employee stock option behaviors. As such, our actual share-based compensation expense may
+differ materially from this estimated range. 
+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, 2006, the Company’s investment in foreign assets was $3.6
+million. An overall unfavorable change in foreign exchange rates of 10% would have resulted in an additional net loss of approximately $0.1 million and a $0.2 million reduction in shareholders’ equity as a result of the impact on the cumulative
+translation adjustment. 
+The Company, on occasion, utilizes foreign exchange option contracts to minimize its exposure associated with
+unfavorable changes in foreign exchanges rates on certain foreign denominated receivables. At January 31, 2006, the Company did not have any open contracts. The functional currencies of the Company’s foreign affiliates are their respective
+local operating currencies, which are translated for consolidated financial reporting purposes into U.S. dollars. 
+18 
+Table of Contents 
+Item 8. Financial Statements and Supplementary Data 
+The consolidated financial
+statements required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1). The supplementary data regarding annual results of operations is set forth in the following table. 
+QUARTERLY FINANCIAL DATA (Unaudited) 
+(Dollars in Thousands, Except Per Share Amounts) 
+Quarters Ended 
+April 30, 
+2005 
+July 30, 
+2005 
+October 29, 
+2005 
+January 31, 
+2006 
+Net Sales 
+$ 
+14,193 
+$ 
+14,648 
+$ 
+14,455 
+$ 
+16,005 
+Gross Profit 
+$ 
+5,688 
+$ 
+6,331 
+$ 
+5,784 
+$ 
+6,856 
+Net Income 
+$ 
+398 
+$ 
+622 
+$ 
+674 
+$ 
+856 
+Net Income Per Common Share—Basic 
+$ 
+0.08 
+$ 
+0.12 
+$ 
+0.13 
+$ 
+0.16 
+Net Income Per Common Share—Diluted 
+$ 
+0.07 
+$ 
+0.11 
+$ 
+0.11 
+$ 
+0.15 
+May 1, 
+2004 
+July 31, 
+2004 
+October 30, 
+2004 
+January 31, 
+2005 
+Net Sales 
+$ 
+14,242 
+$ 
+13,990 
+$ 
+13,246 
+$ 
+14,497 
+Gross Profit 
+$ 
+5,794 
+$ 
+5,920 
+$ 
+5,152 
+$ 
+6,180 
+Net Income 
+$ 
+1,598 
+$ 
+602 
+$ 
+52 
+$ 
+458 
+Net Income Per Common Share—Basic 
+$ 
+0.30 
+$ 
+0.11 
+$ 
+0.01 
+$ 
+0.09 
+Net Income Per Common Share—Diluted 
+$ 
+0.27 
+$ 
+0.10 
+$ 
+0.01 
+$ 
+0.08 
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+None 
+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 
+Item 9B. Other Information 
+Nothing to report 
+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 2006 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 
+80 
+Chairman, Chief Executive Officer and Director 
+Everett V. Pizzuti 
+69 
+President, Chief Operating Officer and Director 
+Joseph P. O’Connell 
+62 
+Vice President and Treasurer, Chief Financial Officer 
+John B. Chatten 
+78 
+President, Grass—Telefactor Product Group 
+Elias G. Deeb 
+63 
+Vice President—Media Products 
+Michael J. Sullivan 
+55 
+Vice President and Chief Technology Officer 
+Stephen M. Petrarca 
+43 
+Vice President—Instrument Manufacturing 
+John D. McGuinness 
+41 
+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. 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. He is an electronic engineer and has been with the Company since 1983. 
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in November 1998. He 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. McGuinness joined
+the Company in 2004. He previously held financial management positions with Paramount Cards, Inc., Nortek, Inc., The Monitor Company, and KPMG LLP. He is a certified public accountant. 
+20 
+Table of Contents 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief
+Financial Officer (“CFO”) (who is both the principal financial and accounting officer) and Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive Officer and Senior Financial Officers, which meets the requirements
+of a “code of ethics” as defined in Item 406 of Regulation S-K. The Company will provide a copy of the Codes to shareholders, without charge, upon request directed to the Investor Relations Contact listed on the Company’s
+website, WWW.ASTRO-MEDINC.COM , under the headings “Investor Relations – Corporate Governance”. The Company has posted the Codes on the Company’s website under “Investor Relations – Corporate Governance” and
+to disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Controller or persons performing similar functions by posting such information on its website and filing a Form 8-K as required under the rules of the NASDAQ
+Stock Market. 
+Item 11. Executive Compensation 
+The response to this item is incorporated by
+reference to the Company’s definitive proxy statement for the 2006 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 2006 annual meeting of shareholders. 
+Equity Compensation Plan Information 
+The following table sets forth information about the Company’s equity
+compensation plans as of January 31, 2006: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding Options, 
+Warrants and
+Rights 
+Weighted-Average Exercise 
+Price of Outstanding 
+Options, Warrants and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances
+Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+1,565,355 
+(1) 
+$ 
+6.47 
+628,485 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+N/A 
+— 
+Total 
+1,565,355 
+(1) 
+$ 
+6.47 
+628,485 
+(2) 
+(1) 
+Includes 740,765 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans and 801,490 shares issuable upon exercise of
+outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees and 23,100 shares issuable upon exercise of outstanding stock options granted under the Astro-Med,
+Inc. Non-Employee Director Stock Option Plan. 
+(2) 
+Includes 235,155 shares under the Astro-Med, Inc. 1997 Incentive Stock Option Plan, 390,030 shares under the Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan and 3,300 shares
+reserved for issuance under the Astro-Med, Inc. Non-Employee Director Stock Option Plan. 
+Additional information regarding
+these equity compensation plans is contained in Note 5 to the Company’s Consolidated Financial Statements included in Item 15 hereto. 
+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 
+Item 14. Principal Accountant Fees And Services 
+The information required by this
+item is incorporated herein by reference to the Company’s definitive proxy statement for the 2006 annual meeting of shareholders. 
+PART IV 
+Item 15. 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 Registered Public Accounting Firms 
+25-26 
+Consolidated Balance Sheets as of January 31, 2006 and 2005 
+27 
+Consolidated Statements of Operations—Years Ended January 31, 2006, 2005 and 2004 
+28 
+Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity—Years Ended January 31, 2006, 2005 and 2004 
+29 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2006, 2005 and 2004 
+30 
+Notes to Consolidated Financial Statements 
+31-43 
+(a)(2) Financial Statement Schedules: 
+Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 31, 2006, 2005 and
+2004 
+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. 
+(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 3B to the Company’s report on Form 10-K for the year ended January
+31, 2004 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) 
+22 
+Table of Contents 
+Exhibit 
+Number 
+(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, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration
+Nos. 333-62431 and 333-63526, and incorporated by reference herein. 
+(10.8) 
+Astro-Med, Inc. Management Bonus Plan (Group III) (filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year
+ended January 31, 2003 and by this reference incorporated herein. (a) 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Grant Thornton LLP 
+(23.2) 
+Consent of Ernst & Young LLP 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
+Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
+Sarbanes-Oxley Act of 2002. 
+(a) 
+Management contract or compensatory plan or arrangement. 
+23 
+Table of Contents 
+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) 
+Date: April 14, 2006 
+By: 
+/s/ A LBERT W. O NDIS 
+(Albert W. Ondis, Chairman) 
+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/ A LBERT W.
+O NDIS 
+Albert W. Ondis 
+Chairman and Director 
+(Principal Executive Officer) 
+April 14, 2006 
+/s/ E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+President and Director 
+(Principal Operating Officer) 
+April 14, 2006 
+/s/ J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Vice President and Treasurer 
+(Principal Financial Officer) 
+April 14, 2006 
+/s/ J OHN D.
+M C G UINNESS 
+John D. McGuinness 
+Controller (Principal Accounting Officer) 
+April 14, 2006 
+/s/ J ACQUES V.
+H OPKINS 
+Jacques V. Hopkins 
+Director 
+April 14, 2006 
+/s/ H ERMAN 
+V IETS 
+Herman Viets 
+Director 
+April 14, 2006 
+/s/ G RAEME 
+M AC L ETCHIE 
+Graeme MacLetchie 
+Director 
+April 14, 2006 
+24 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Board of Directors of 
+Astro-Med, Inc. 
+We have audited the accompanying
+consolidated balance sheet of Astro-Med, Inc. and subsidiaries (the “Company”) as of January 31, 2006, and the related consolidated statements of operations, comprehensive income and changes in shareholders’ equity, and cash
+flows for the year then ended. 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 audit. 
+We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (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. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial
+reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
+the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
+accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 
+In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Astro-Med,
+Inc. and subsidiaries as of January 31, 2006, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. 
+Our audit was conducted for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. Schedule II is presented
+for purposes of additional analysis and is not a required part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements as of and
+for the year ended January 31, 2006 and, in our opinion, is fairly stated in all material aspects in relation to the basic consolidated financial statements taken as a whole. 
+/s/ G RANT T HORNTON LLP 
+Boston, Massachusetts 
+March 24, 2006 
+25 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Board of Directors and Shareholders of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheet of Astro-Med, Inc. as of January 31, 2005, and the related consolidated statements of
+operations, comprehensive income and changes in shareholders’ equity, and cash flows for each of the two years in the period ended January 31, 2005. Our audits also included the financial statement schedule listed in the Index at
+Item 15(a) as it relates to the two years ended January 31, 2005. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and
+schedule based on our audits. 
+We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
+(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. We were not engaged to perform an audit of the Company’s
+internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
+opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the
+financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
+In our opinion, the financial statements and schedule referred to above present fairly, in all material respects, the consolidated
+financial position of Astro-Med, Inc. at January 31, 2005, and the consolidated results of its operations and its cash flows for each of the two years in the period ended January 31, 2005, in conformity with U.S. generally accepted
+accounting principles. 
+/s/ E RNST & Y OUNG LLP 
+Providence, Rhode Island 
+March 19, 2005 
+26 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31, 2006 and 2005 
+2006 
+2005 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+4,598,993 
+$ 
+6,225,122 
+Securities Available for Sale 
+10,124,725 
+7,757,904 
+Accounts Receivable, net of reserves of $511,648 and $523,859, respectively 
+10,623,553 
+9,351,704 
+Inventories 
+9,809,770 
+9,364,279 
+Prepaid Expenses and Other Current Assets 
+1,116,269 
+603,369 
+Deferred Taxes 
+3,388,756 
+3,423,928 
+Total Current Assets 
+39,662,066 
+36,726,306 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+490,202 
+401,566 
+Buildings and Improvements 
+7,768,913 
+7,789,180 
+Machinery and Equipment 
+19,092,213 
+18,213,743 
+27,351,328 
+26,404,489 
+Less Accumulated Depreciation 
+(20,251,669 
+) 
+(19,098,543 
+) 
+Total Property, Plant and Equipment, net 
+7,099,659 
+7,305,946 
+OTHER ASSETS 
+Goodwill 
+2,336,721 
+2,336,721 
+Amounts Due from Officers 
+480,314 
+480,314 
+Other 
+68,520 
+189,384 
+Total Other Assets 
+2,885,555 
+3,006,419 
+$ 
+49,647,280 
+$ 
+47,038,671 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+2,672,555 
+$ 
+2,192,581 
+Accrued Compensation 
+1,848,029 
+1,602,144 
+Accrued Expenses 
+2,304,247 
+2,596,486 
+Deferred Revenue 
+752,049 
+613,017 
+Income Taxes Payable 
+362,747 
+453,620 
+Deposit on Pending Sale 
+500,000 
+— 
+Total Current Liabilities 
+8,439,627 
+7,457,848 
+DEFERRED INCOME TAXES 
+906,157 
+1,172,420 
+COMMITMENTS AND CONTINGENCIES 
+SHAREHOLDERS’ EQUITY 
+Preferred Stock, $10 Par Value, Authorized 100,000 Shares, Issued None 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 Shares, Issued 6,342,321 and 6,298,842 Shares, respectively 
+317,120 
+314,949 
+Additional Paid-in Capital 
+16,385,210 
+16,045,503 
+Retained Earnings 
+30,030,652 
+28,328,239 
+Treasury Stock, at Cost, 1,024,106 and 1,020,722 Shares, respectively 
+(6,579,147 
+) 
+(6,548,984 
+) 
+Accumulated Other Comprehensive Income 
+147,661 
+268,696 
+Total Shareholders’ Equity 
+40,301,496 
+38,408,403 
+$ 
+49,647,280 
+$ 
+47,038,671 
+The accompanying notes are an integral part of these financial statements. 
+27 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF OPERATIONS 
+Years Ended January 31, 2006, 2005 and 2004 
+2006 
+2005 
+2004 
+Net Sales 
+$ 
+59,301,180 
+$ 
+55,974,654 
+$ 
+55,780,636 
+Cost of Sales 
+34,643,046 
+32,928,545 
+32,791,446 
+Gross Profit 
+24,658,134 
+23,046,109 
+22,989,190 
+Costs and Expenses: 
+Selling, General and Administrative 
+17,460,141 
+16,429,604 
+15,673,388 
+Research and Development 
+4,042,710 
+4,046,583 
+3,685,838 
+Restructuring and Impairment Credits 
+— 
+— 
+(15,014 
+) 
+21,502,851 
+20,476,187 
+19,344,212 
+Operating Income 
+3,155,283 
+2,569,922 
+3,644,978 
+Other Income (Expense): 
+Investment Income 
+337,094 
+416,079 
+202,065 
+Other, net 
+(90,163 
+) 
+(218,890 
+) 
+(62,842 
+) 
+246,931 
+197,189 
+139,223 
+Income before Income Taxes 
+3,402,214 
+2,767,111 
+3,784,201 
+Income Tax Provision 
+851,629 
+57,581 
+567,380 
+Net Income 
+$ 
+2,550,585 
+$ 
+2,709,530 
+$ 
+3,216,821 
+Net Income Per Common Share—Basic 
+$ 
+0.48 
+$ 
+0.51 
+$ 
+0.67 
+Net Income Per Common Share—Diluted 
+$ 
+0.44 
+$ 
+0.47 
+$ 
+0.60 
+Weighted Average Number of Common Shares Outstanding— Basic 
+5,290,861 
+5,290,201 
+4,837,033 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+5,786,257 
+5,781,253 
+5,342,095 
+Dividends Declared Per Common Share 
+$ 
+0.16 
+$ 
+0.16 
+$ 
+0.16 
+The accompanying notes are an integral part of these financial statements. 
+28 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN 
+SHAREHOLDERS’ EQUITY 
+Years
+Ended January 31, 2006, 2005 and 2004 
+2006 
+2005 
+2004 
+Comprehensive Income 
+Net Income 
+$ 
+2,550,585 
+$ 
+2,709,530 
+$ 
+3,216,821 
+Other Comprehensive Income (Loss), Net 
+Foreign currency translation adjustments 
+(143,691 
+) 
+(13,460 
+) 
+500,195 
+Unrealized gain (loss) on securities available for sale, net of taxes 
+22,656 
+(35,042 
+) 
+(28,324 
+) 
+Other comprehensive income (loss), net 
+(121,035 
+) 
+(48,502 
+) 
+471,871 
+Comprehensive Income 
+$ 
+2,429,550 
+$ 
+2,661,028 
+$ 
+3,688,692 
+Shareholders’ Equity 
+Common Stock: 
+Balance at beginning of year 
+$ 
+314,949 
+$ 
+285,803 
+$ 
+258,418 
+Par value from issuance of Company common stock 
+2,171 
+5,057 
+27,385 
+10% Common stock dividend 
+— 
+24,089 
+— 
+Balance at end of year 
+317,120 
+314,949 
+285,803 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+16,045,503 
+8,336,806 
+5,647,568 
+Net proceeds from issuance of Company common stock 
+24,528 
+24,207 
+14,342 
+Proceeds from the exercise of employee stock options 
+259,819 
+500,620 
+2,561,992 
+Tax benefit of employee stock options 
+55,360 
+189,474 
+112,904 
+Reversal of the valuation allowance on certain deferred tax assets 
+— 
+1,762,352 
+— 
+10% Common stock dividend 
+— 
+5,232,044 
+— 
+Balance at end of year 
+16,385,210 
+16,045,503 
+8,336,806 
+Retained Earnings: 
+Balance at beginning of year 
+28,328,239 
+31,703,077 
+29,190,013 
+Net income 
+2,550,585 
+2,709,530 
+3,216,821 
+Dividends paid 
+(848,172 
+) 
+(828,235 
+) 
+(703,757 
+) 
+10% Common stock dividend 
+— 
+(5,256,133 
+) 
+— 
+Balance at end of year 
+30,030,652 
+28,328,239 
+31,703,077 
+Treasury Stock: 
+Balance at beginning of year 
+(6,548,984 
+) 
+(6,095,755 
+) 
+(5,860,609 
+) 
+Purchases of Company common stock 
+(30,163 
+) 
+(453,229 
+) 
+(235,146 
+) 
+Balance at end of year 
+(6,579,147 
+) 
+(6,548,984 
+) 
+(6,095,755 
+) 
+Accumulated Other Comprehensive Income: 
+Balance at beginning of year 
+268,696 
+317,198 
+(154,673 
+) 
+Other comprehensive income (loss), net 
+(121,035 
+) 
+(48,502 
+) 
+471,871 
+Balance at end of year 
+147,661 
+268,696 
+317,198 
+Total Shareholders’ Equity 
+$ 
+40,301,496 
+$ 
+38,408,403 
+$ 
+34,547,129 
+The accompanying notes are an integral part of these financial statements. 
+29 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+Years Ended January 31, 2006, 2005 and 2004 
+2006 
+2005 
+2004 
+Cash Flows from Operating Activities: 
+Net Income 
+$ 
+2,550,585 
+$ 
+2,709,530 
+$ 
+3,216,821 
+Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: 
+Depreciation and Amortization 
+1,209,296 
+1,228,632 
+1,248,453 
+Deferred Income Tax (Benefit) 
+(148,703 
+) 
+(1,020,409 
+) 
+— 
+Changes in Assets and Liabilities: 
+Accounts Receivable 
+(1,271,848 
+) 
+463,080 
+(1,467,409 
+) 
+Inventories 
+(445,491 
+) 
+(254,112 
+) 
+(213,907 
+) 
+Other 
+31,233 
+250,502 
+290,081 
+Accounts Payable and Accrued Expenses 
+572,652 
+(428,648 
+) 
+1,336,654 
+Income Taxes Payable 
+(90,873 
+) 
+419,240 
+34,380 
+Total Adjustments 
+(143,734 
+) 
+658,285 
+1,228,252 
+Net Cash Provided by Operating Activities 
+2,406,851 
+3,367,815 
+4,445,073 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+4,763,422 
+3,479,406 
+2,580,548 
+Purchases of Securities Available for Sale 
+(7,168,910 
+) 
+(3,725,219 
+) 
+(6,178,524 
+) 
+Additions to Property, Plant and Equipment 
+(1,035,675 
+) 
+(1,143,943 
+) 
+(722,018 
+) 
+Net Cash (Used in) Investing Activities 
+(3,441,163 
+) 
+(1,389,756 
+) 
+(4,319,994 
+) 
+Cash Flows from Financing Activities: 
+Principal Payments on Capital Leases 
+— 
+— 
+(8,290 
+) 
+Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans 
+286,518 
+529,884 
+2,603,722 
+Purchases of Treasury Stock 
+(30,163 
+) 
+(453,229 
+) 
+(235,146 
+) 
+Dividends Paid 
+(848,172 
+) 
+(828,235 
+) 
+(703,757 
+) 
+Net Cash (Used in) Provided by Financing Activities 
+(591,817 
+) 
+(751,580 
+) 
+1,656,529 
+Net Increase (Decrease) in Cash and Cash Equivalents 
+(1,626,129 
+) 
+1,226,479 
+1,781,608 
+Cash and Cash Equivalents, Beginning of Year 
+6,225,122 
+4,998,643 
+3,217,035 
+Cash and Cash Equivalents, End of Year 
+$ 
+4,598,993 
+$ 
+6,225,122 
+$ 
+4,998,643 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Income Taxes 
+$ 
+1,095,804 
+$ 
+220,181 
+$ 
+311,900 
+Non-Cash Items: 
+Demonstration Equipment Transferred from Inventory to Property, Plant and Equipment 
+$ 
+115,106 
+$ 
+277,801 
+$ 
+4,203 
+Escrow Deposit Received on Pending Sale of the Braintree, MA property 
+$ 
+500,000 
+$ 
+— 
+$ 
+— 
+The accompanying notes are an integral part of these financial statements. 
+30 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2006 
+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 90 days or less are considered to be
+cash equivalents. 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 (loss) in 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). 
+Officer Notes: Amounts due from officers is comprised of unsecured non-interest bearing
+demand notes for loans made to certain officers prior to fiscal 1992. The notes are not expected to be repaid during fiscal 2007. 
+Revenue Recognition: The majority of the Company’s product sales are recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an
+arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial
+Statements.” When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and EITF 00-21, “Revenue
+Arrangements With Multiple Deliverables”. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative
+fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately. Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When
+other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. All of the Company’s equipment contains embedded operating systems and data management software which is
+included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns
+and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the
+customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales while related shipping and handling costs are included in
+Cost of Sales. 
+Research & Development Costs: The Company complies with SFAS No. 2 “Accounting for
+Research & Development Costs” by charging any costs to expense when incurred, as well as by disclosing in the financial statements the amount of R&D charged to expense. These charges include: salaries and benefits, external
+engineering service costs, engineering related information costs and supplies. The Company also complies with SFAS 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed” and SOP 98-1,
+“Accounting for Costs of Computer Software Developed or Obtained for Internal Use” for guidance in accounting for the costs of software either developed or acquired. 
+31 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+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 recorded as a component of accumulated
+comprehensive income in shareholders’ equity. Revenues and expenses are translated at average exchange rates during the year. 
+Advertising: The Company expenses advertising costs as incurred. Such costs of advertising, advertising production, trade shows and other activities are designed to enhance demand for the Company’s products.
+Long-Lived Assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in
+circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.
+Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. 
+The carrying value of goodwill is evaluated for impairment on at least an annual basis. In accordance with the provisions of this statement, management evaluates the recoverability of goodwill annually, or more frequently if events or
+changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book
+value of a segment exceeds its estimated fair value. Fair values are established using a discounted cash flow methodology. The determination of discounted cash flows is based on the long-range planning forecast. The Company completed the goodwill
+impairment reviews and it has been determined that the goodwill is not impaired. The Company performs its goodwill impairment review in the fourth quarter of each fiscal year, unless events or circumstances change. 
+Income Taxes: The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. SFAS
+No. 109 requires that deferred income taxes be determined based on estimated the future tax effects of differences between the tax and book bases of assets and liabilities considering the provisions of enacted tax laws. In assessing the
+realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. At January 31, 2006 and 2005, the Company provided a valuation allowance on
+certain of its deferred tax assets for the net operating losses of a foreign subsidiary. 
+Net Income Per Common
+Share: Net income per common share has been computed and presented pursuant to the provisions of SFAS No. 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 basic weighted average number of shares and potential common shares for stock options outstanding during the period using the treasury stock method. Options to purchase
+1,565,355, 1,530,265 and 1,427,635 shares of common stock were outstanding during fiscal 2006, 2005 and 2004, respectively. In fiscal years 2006, 2005 and 2004, there were 3,300, 239,800, and 44,550 options that were not included in the computation
+of diluted net income per common share because their inclusion would be anti-dilutive. Stock compensation plans are more fully described in Note 5, Shareholders’ Equity. 
+January 31, 
+2006 
+2005 
+2004 
+Weighted Average Common Shares Outstanding—Basic 
+5,290,861 
+5,290,201 
+4,837,033 
+Dilutive Effect of Options Outstanding 
+495,396 
+491,052 
+505,062 
+Weighted Average Common Shares Outstanding—Diluted 
+5,786,257 
+5,781,253 
+5,342,095 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+10% Common Stock Dividend: On April 19, 2004, the Company declared a 10%
+common stock dividend to shareholders of record on May 4, 2004 that was distributed to shareholders on May 26, 2004. An amount equal to the fair value of the additional shares was transferred from Retained Earnings to Additional Paid in
+Capital and Common Stock as of the declaration date. All income per share and weighted average share amounts for all periods were previously restated to reflect the impact of the 10% common stock dividend. 
+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 allowances for bad debts and credits, inventory valuation, impairment of long-lived
+assets, income taxes 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. 
+Allowance for Doubtful Accounts: In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, an allowance is established. The majority of accounts are individually
+evaluated on a regular basis and appropriate allowances are established as deemed appropriate. The remainder of the allowance is based upon historical trends and current market assessments. 
+Fair Value of Financial Instruments: The Company’s financial instruments consist mainly of cash and cash equivalents, securities
+available for sale, accounts receivable and accounts payable. The carrying amounts of these financial instruments as of January 31, 2006 and 2005 approximate fair value. 
+Stock-Based Compensation: The Company follows Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued
+to Employees” and related interpretations in accounting for stock-based compensation plans and has elected to continue to use the intrinsic value-based method to account for stock option grants. The Company has adopted the disclosure-only
+provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, an amendment of SFAS No. 123. No compensation expense has been required to be recognized for our stock-based compensation
+plans. 
+Years Ended January 31 
+2006 
+2005 
+2004 
+Net Income 
+As reported 
+$ 
+2,550,585 
+$ 
+2,709,530 
+$ 
+3,216,821 
+Pro forma 
+$ 
+2,208,743 
+$ 
+2,481,821 
+$ 
+3,076,062 
+Net Income per share 
+As reported, Basic 
+$ 
+0.48 
+$ 
+0.51 
+$ 
+0.67 
+Pro forma, Basic 
+$ 
+0.42 
+$ 
+0.47 
+$ 
+0.64 
+As reported, Diluted 
+$ 
+0.44 
+$ 
+0.47 
+$ 
+0.60 
+Pro forma, Diluted 
+$ 
+0.38 
+$ 
+0.43 
+$ 
+0.57 
+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 2006, 2005 and 2004 was $3.93, $5.73 and $0.98, respectively. 
+Years Ended January 31, 
+2006 
+2005 
+2004 
+Risk-free interest rate 
+3.43 
+% 
+3.1 
+% 
+3.5 
+% 
+Expected life (years) 
+5 
+5 
+5 
+Expected volatility 
+57.9 
+% 
+59.0 
+% 
+45.0 
+% 
+Expected dividend yield 
+1.7 
+% 
+1.4 
+% 
+4.3 
+% 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Recent Accounting Pronouncements: 
+In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”. This Statement changes the requirements for the
+accounting for and reporting of a change in accounting principles. It requires retrospective application to prior periods’ financial statements of changes in accounting principles, unless it is impracticable to determine either the period
+specific effects or the cumulative effect of the change. This Statement applies to all voluntary changes in accounting principles. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does
+not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. This Statement is effective for the Company with the first quarter of fiscal 2007. It is not expected to
+have an impact on our consolidated financial position or results of operations. 
+In December 2004, the FASB issued SFAS No. 123
+(Revised 2004), “Share-Based Payment” (“SFAS 123R”), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and superseded APB Opinion No. 25, “Accounting for Stock
+Issued to Employees.” SFAS 123R requires companies to measure compensation costs for share-based payments to employees, including stock options, at fair value and expense such compensation over the service period. For the Company, this is
+effective February 1, 2006. 
+As permitted by SFAS No. 123R, until January 31, 2006, the Company accounted for share-based
+payments to employees using APB Opinion No. 25’s intrinsic value method and, as such, generally recognized no compensation expense for employee stock options. Accordingly, the adoption of SFAS 123R’s fair value method will have an
+impact on the Company’s results of operations, although it will have no impact on the Company’s overall financial position. Effective February 1, 2006, we adopted SFAS No. 123R using the modified prospective basis. This method
+requires us to apply the provisions of SFAS No. 123R to any awards that are unvested on the effective date and to any new awards. Under this method, we will not be required to restate prior periods. Compensation expense for the unvested awards
+will be recognized over the remaining service period using the compensation expense calculated for our pro forma disclosures under SFAS No. 123, adjusted for estimated forfeitures. The pro forma earnings impact of stock-based compensation
+expense on our results of operations for the years 2006, 2005 and 2004 is described in Note 1 of Notes to Consolidated Financial Statements of this report. It is important to note that such pro forma disclosures are not necessarily indicative of the
+potential impact of recognizing compensation expense for share-based payments under SFAS No. 123R in future periods. 
+Our adoption of
+SFAS No. 123R is expected to result in compensation expense that will reduce diluted net income per share by approximately $0.03 to $0.05 per share in fiscal 2007. This estimated range does not include any stock-based awards our Board of
+Directors may grant in fiscal 2007. Also, our estimate of future stock-based compensation expense will be affected by our stock price and a number of complex and subjective valuation assumptions, and the related tax impact, as well as the number of
+stock based awards our Board of Directors may grant in the future. These valuation assumptions include, but are not limited to, the volatility of our stock price and employee stock option behaviors. As such, our actual share-based compensation
+expense may differ materially from this estimated range. 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 2—Securities Available for Sale 
+Securities available for sale include corporate debt securities and governmental obligations with various contractual or anticipated maturity dates.
+Governmental obligations include U.S. Government, State, Municipal and Federal Agencies securities. The fair value, amortized cost and gross unrealized gains and losses of the securities are as follows: 
+Fair 
+Value 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Amortized 
+Cost 
+January 31, 2006 
+Auction Rate Securities 
+$ 
+3,550,000 
+$ 
+— 
+$ 
+— 
+$ 
+3,550,000 
+Governmental 
+6,574,725 
+1,843 
+(90,004 
+) 
+6,662,886 
+$ 
+10,124,725 
+$ 
+1,843 
+$ 
+(90,004 
+) 
+$ 
+10,212,886 
+January 31, 2005 
+Auction Rate Securities 
+$ 
+1,175,000 
+— 
+— 
+$ 
+1,175,000 
+Corporate 
+1,012,140 
+$ 
+837 
+$ 
+(27,235 
+) 
+1,038,538 
+Governmental 
+5,570,764 
+19,176 
+(31,563 
+) 
+5,583,151 
+$ 
+7,757,904 
+$ 
+20,013 
+$ 
+(58,798 
+) 
+$ 
+7,796,689 
+The cost of securities available for sale is based on specific identification in determining
+realized gains or losses. 
+The expected maturity dates of these securities are as follows: Less than one year—$594,712; One to Five
+Years—$3,215,943; and greater than Five Years—$6,314,070. Actual maturities may differ as a result of sales or earlier issuer redemptions. 
+Note 3—Inventories 
+Inventories are stated at the lower of cost (first-in, first-out) or market and include material,
+labor and manufacturing overhead. The components of inventories are as follows: 
+January 31, 
+2006 
+2005 
+Materials and Supplies 
+$ 
+5,879,486 
+$ 
+5,154,931 
+Work-in-Progress 
+1,050,910 
+969,767 
+Finished Goods 
+2,879,374 
+3,239,581 
+$ 
+9,809,770 
+$ 
+9,364,279 
+Note 4—Debt 
+The Company has a $3.5 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. This line of credit is scheduled to
+expire on July 1, 2006 and is expected to be renewed at that time. 
+Note 5—Shareholders’ Equity 
+Common Stock: The Company repurchased 3,384, 51,027 and 71,800 shares of its common stock for $30,163, $453,229 and $235,146 in fiscal
+2006, 2005 and 2004, respectively. The Company’s Board of Directors has authorized the purchase of up to an additional 547,589 shares of the Company’s common stock on the open market in the future as of January 31, 2006. 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The Company maintains the following benefit plans involving the Company’s common stock:
+Stock Option Plans: As of January 31, 2006, the Company has one incentive stock option plan and one non-qualified
+stock option plan under which options may be granted to officers and key employees. Options vest over various periods that range from six months to four years. Options for an aggregate of 1,375,000 shares may be granted under the incentive stock
+option plan at option prices of not less than fair market value at the date of grant. Options for an aggregate of 1,100,000 shares may be granted under the non-qualified plan at option prices of not less than 50% of fair market value at the date of
+grant. 
+In addition, the Company has a Non-Employee Director Stock Option Plan under which each non-employee director automatically
+receives an annual grant of options to acquire 1,100 shares of common stock. The options are granted as of the first business day of January of each year at an option price equal to the fair market value at the date of grant. Options for a total of
+33,000 shares may be granted under the plan. 
+Summarized option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2003 
+2,225,932 
+$ 
+2.91–$11.82 
+$ 
+5.48 
+Options Granted 
+170,720 
+$ 
+3.00–$11.98 
+$ 
+3.17 
+Options Exercised 
+(600,380 
+) 
+$ 
+3.00–$ 9.32 
+$ 
+4.31 
+Options Expired 
+(368,637 
+) 
+$ 
+2.91–$11.82 
+$ 
+6.00 
+Options Outstanding, January 31, 2004 
+1,427,635 
+$ 
+3.00–$11.98 
+$ 
+5.57 
+Options Granted 
+252,450 
+$ 
+8.83–$10.91 
+$ 
+10.88 
+Options Exercised 
+(105,820 
+) 
+$ 
+3.00–$ 9.32 
+$ 
+4.78 
+Options Expired 
+(44,000 
+) 
+$ 
+9.32–$10.91 
+$ 
+9.78 
+Options Outstanding, January 31, 2005 
+1,530,265 
+$ 
+3.00–$11.98 
+$ 
+6.34 
+Options Granted 
+87,800 
+$ 
+8.46–$10.91 
+$ 
+8.55 
+Options Exercised 
+(40,810 
+) 
+$ 
+3.00–$10.91 
+$ 
+6.42 
+Options Expired 
+(11,900 
+) 
+$ 
+8.46–$10.91 
+$ 
+9.92 
+Options Outstanding, January 31, 2006 
+1,565,355 
+$ 
+3.00– 11.98 
+$ 
+6.47 
+Options Exercisable, January 31, 2006 
+1,307,154 
+$ 
+3.00–$11.98 
+$ 
+5.75 
+Options Exercisable, January 31, 2005 
+1,290,465 
+$ 
+3.00–$11.98 
+$ 
+5.50 
+Options Exercisable, January 31, 2004 
+1,424,142 
+$ 
+3.00–$ 9.32 
+$ 
+5.55 
+Set forth below is a summary of options outstanding at January 31, 2006: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$3.00-$4.49 
+579,948 
+$ 3.78 
+6yrs. 
+579,948 
+$ 3.78 
+$5.34-$6.82 
+387,695 
+$ 6.61 
+3yrs. 
+387,695 
+$ 6.61 
+$7.39-$8.41 
+362,450 
+$ 7.75 
+2yrs. 
+279,950 
+$ 7.54 
+$10.91-$11.98 
+235,262 
+$10.92 
+9yrs. 
+59,561 
+$10.97 
+1,565,355 
+1,307,154 
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+At January 31, 2006, options covering 235,155 shares under the incentive plan, 390,030 shares
+under the non-qualified plan and 3,300 shares under the Non-Employee Director Stock Option Plan were available for future grant. 
+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
+198,000 shares were initially reserved for issuance under the Plan. Summarized plan activity is as follows: 
+Years Ended January 31, 
+2006 
+2005 
+2004 
+Shares Reserved, Beginning 
+87,719 
+90,429 
+92,496 
+Shares Purchased 
+(2,669 
+) 
+(2,710 
+) 
+(2,067 
+) 
+Shares Reserved, Ending 
+85,050 
+87,719 
+90,429 
+Employee Stock Ownership Plan: The Company has an Employee Stock Ownership Plan
+(ESOP) providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’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 $0, $0 and $75,000 in fiscal 2006, 2005 and 2004, respectively. All shares owned by the ESOP have been allocated to participants. 
+Note 6—Income Taxes 
+The components of domestic
+and foreign income before the provision for income taxes are as follows: 
+Years Ended January 31, 
+2006 
+2005 
+2004 
+Domestic 
+$ 
+1,931,304 
+$ 
+1,711,668 
+$ 
+2,815,448 
+Foreign 
+1,470,910 
+1,055,443 
+968,753 
+Total 
+$ 
+3,402,214 
+$ 
+2,767,111 
+$ 
+3,784,201 
+The components of the provision for income taxes are as follows: 
+Years Ended January 31, 
+2006 
+2005 
+2004 
+Current: 
+Federal 
+$ 
+303,866 
+$ 
+530,697 
+$ 
+210,911 
+State 
+161,474 
+11,989 
+11,989 
+Foreign 
+534,992 
+535,304 
+344,480 
+1,000,332 
+1,077,990 
+567,380 
+Deferred: 
+Federal 
+(137,379 
+) 
+(882,676 
+) 
+— 
+State 
+(11,324 
+) 
+(137,733 
+) 
+— 
+(148,703 
+) 
+(1,020,409 
+) 
+— 
+$ 
+851,629 
+$ 
+57,581 
+$ 
+567,380 
+37 
+Table of Contents 
+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, 
+2006 
+2005 
+2004 
+Income Tax Provision at Statutory Rate 
+$ 
+1,156,752 
+$ 
+940,818 
+$ 
+1,286,628 
+State Taxes, Net of Federal Income Tax Benefits 
+99,099 
+(82,991 
+) 
+49,236 
+Change in Valuation Allowance 
+— 
+(1,092,415 
+) 
+(745,925 
+) 
+Reversal of Reserve No Longer Required 
+(361,000 
+) 
+— 
+— 
+Other, Net 
+(43,222 
+) 
+292,169 
+(22,559 
+) 
+$ 
+851,629 
+$ 
+57,581 
+$ 
+567,380 
+In the third quarter of fiscal 2006 the Company recorded a $361,000 non-cash tax benefit resulting
+from the reversal of tax reserves related to the favorable resolution of certain income tax examinations. 
+The tax effects of temporary
+differences and carryforwards which gave rise to significant portions of deferred tax assets and liabilities in the accompanying consolidated balance sheets are as follows: 
+January 31, 
+2006 
+2005 
+Deferred Tax Assets: 
+Net Operating Loss Carryforward 
+$ 
+214,623 
+$ 
+530,877 
+Inventory Reserves 
+1,075,777 
+1,065,665 
+R&D Credits 
+994,059 
+762,498 
+Vacation Accrual 
+254,399 
+306,100 
+Foreign Tax Credits 
+364,105 
+337,650 
+Deferred Service Contract Revenue 
+250,156 
+236,747 
+Reserve for Doubtful Accounts 
+166,778 
+167,403 
+Other 
+439,598 
+279,419 
+3,759,495 
+3,686,359 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+650,568 
+1,035,247 
+Other 
+411,705 
+187,745 
+1,062,273 
+1,222,992 
+Subtotal 
+2,697,222 
+2,463,367 
+Valuation Allowance 
+(214,623 
+) 
+(211,859 
+) 
+Net Deferred Tax Assets 
+$ 
+2,482,599 
+$ 
+2,251,508 
+Compliance with SFAS 109 requires the Company to periodically evaluate the necessity of
+establishing or increasing a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related benefit will be recognized in future periods. In fiscal 2003, as required by SFAS No. 109, the Company
+established a full valuation allowance on its net deferred tax asset as a result of the uncertainty as to whether these deferred tax assets would “more likely than not” be realized in the future. Based on the facts and circumstances at
+that time it was determined that a full valuation allowance was required and it was stated that until an appropriate level of profitability could be sustained no tax benefits would be realized. As of the first quarter of fiscal 2005, the Company
+reversed approximately $2.6 million of its valuation allowance on its deferred tax asset with a $0.9 million credit to the fiscal 2005 tax provision and a $1.7 million credit to Additional Paid in Capital. The Company believed an appropriate level
+of profitability had been established and maintained that it is more likely than not the deferred tax assets will be realized in the future. The Company 
+38 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+made this determination based on a review of the facts and circumstances as of May 1, 2004. This review consisted of an analysis of the Company’s
+performance, the market environment in which the Company currently operates, the length of the carryforward periods, the existing sales backlog and the future sales projections. $0.2 million of the valuation allowance relates to the
+Company’s wholly owned subsidiary Astro-Med SRL. At January 31, 2006 this subsidiary has a $0.6 million net operating loss carryforward that can be carried forward indefinitely. The future tax benefits of this net operating loss
+carryforward is uncertain because it is limited to future annual taxable income of the subsidiary. 
+During fiscal 2006 and 2005, the
+Company received proceeds from the exercise of employee stock options. The majority of the stock acquired upon exercise of employee stock options was sold in disqualified dispositions for tax purposes. Disqualified dispositions of stock acquired
+upon exercise by employee stock options provide the Company a tax benefit that is treated differently for book and tax purposes. For book purposes, the tax benefit is recorded in Additional Paid-in-Capital (APIC) in Shareholders’ Equity. For
+tax purposes, the tax benefit is a valid deduction that lowers the Company’s current income tax payable. The Company had a deferred tax benefit relating to disqualified dispositions of stock acquired upon exercise of employee stock options
+equal to approximately $0 and $0.2 million at January 31, 2006 and 2005, respectively. For tax purposes, this amount has been used to offset current and future income taxes payable. For book purposes, approximately $0.1 million and $0.2 million
+of the tax benefit was recognized in APIC in fiscal 2006 and 2005, respectively. The Company records foreign translation adjustments and unrealized gains and losses on Securities Available for Sale as a component of Other Comprehensive Income.
+During fiscal 2006, the Company recorded a tax benefit to Other Comprehensive Income related to these items of $0.1 million. 
+Note 7—Leases and
+Other Contractual Obligations 
+Minimum payments under noncancellable operating leases at January 31, 2006 were as follows:
+Year Ending January 31, 
+2007 
+$ 
+228,250 
+2008 
+168,185 
+2009 
+96,454 
+2010 
+42,960 
+2011 and Thereafter 
+— 
+Minimum Lease Payments 
+$ 
+535,849 
+The Company incurred rent expense in the amount of $485,311, $457,805 and $410,465 for the fiscal
+years 2006, 2005 and 2004, respectively. 
+The Company has purchase obligations in the amount of $4,729,737 due within one year for goods
+and services with defined terms as to price, quantity, delivery and termination liability. 
+In December 1999, the Company acquired the
+assets and business of Telefactor Corporation, a privately held corporation. The purchase and sales agreement contains a clause which would require the Company to pay an additional purchase price of up to $3,000,000 if certain sales levels are
+achieved. The earnout provision was effective over a period of 72 months and expired in December 2005. At January 31, 2006, no additional consideration was owed to the sellers. 
+39 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 8—Nature of Operations, Segment Reporting and Geographical 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, neuropsychological 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 reports three reporting segments consistent with its sales product groups Test & Measurement (T&M); QuickLabel Systems (QuickLabel) and Grass-Telefactor (G-T). 
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the aerospace,
+automotive, metal mill, power and telecommunications industries. QuickLabel produces an array of high-technology digital label printers, automatic labelers, print and apply systems, labeling software and consumables for a variety of commercial
+industries worldwide. G-T produces a range of instrumentation equipment and supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG – Sleep Monitoring) and biomedical research applications used worldwide by
+universities, medical centers and companies engaged in a variety of clinical and research activities. The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies within the
+notes to the consolidated financial statements. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+Business is conducted 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 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. 
+The following tables summarizes selected
+financial information by segment: 
+(in thousands) 
+Sales 
+Segment Operating Profit (Loss) 
+Segment 
+Operating Profit 
+(Loss) % 
+2006 
+2005 
+2004 
+2006 
+2005 
+2004 
+2006 
+2005 
+2004 
+T&M 
+$ 
+11,467 
+$ 
+11,082 
+$ 
+11,639 
+$ 
+331 
+$ 
+(170 
+) 
+$ 
+839 
+2.9 
+% 
+(1.5 
+)% 
+7.2 
+% 
+QuickLabel 
+29,698 
+28,420 
+25,290 
+2,874 
+3,760 
+2,954 
+9.7 
+% 
+13.2 
+% 
+11.7 
+% 
+G-T 
+18,136 
+16,473 
+18,852 
+2,906 
+1,800 
+2,695 
+16.0 
+% 
+10.9 
+% 
+14.3 
+% 
+Total 
+$ 
+59,301 
+$ 
+55,975 
+$ 
+55,781 
+$ 
+6,111 
+$ 
+5,390 
+$ 
+6,488 
+10.3 
+% 
+9.6 
+% 
+11.6 
+% 
+Corporate Expenses 
+2,956 
+2,820 
+2,843 
+Operating Income 
+3,155 
+2,570 
+3,645 
+Other Income and Expense, net 
+247 
+197 
+139 
+Income Before Income Taxes 
+3,402 
+2,767 
+3,784 
+Income Taxes Provision 
+851 
+57 
+567 
+Net Income 
+$ 
+2,551 
+$ 
+2,710 
+$ 
+3,217 
+40 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Presented below is selected information by segment: 
+(in thousands) 
+Amortization and 
+Depreciation 
+Capital Expenditures 
+2006 
+2005 
+2004 
+2006 
+2005 
+2004 
+T&M 
+$ 
+319 
+$ 
+349 
+$ 
+382 
+$ 
+365 
+$ 
+307 
+$ 
+211 
+QuickLabel 
+516 
+474 
+461 
+399 
+561 
+323 
+G-T 
+374 
+406 
+405 
+271 
+276 
+188 
+Total 
+$ 
+1,209 
+$ 
+1,229 
+$ 
+1,248 
+$ 
+1,035 
+$ 
+1,144 
+$ 
+722 
+Presented below are selected assets by segment: 
+(in thousands) 
+Assets 
+2006 
+2005 
+T&M 
+$ 
+6,951 
+$ 
+7,325 
+QuickLabel 
+15,139 
+12,186 
+G-T 
+8,659 
+8,597 
+Corporate* 
+18,898 
+18,931 
+Total 
+$ 
+49,647 
+$ 
+47,039 
+* 
+Corporate assets consist of cash, investments, income tax accounts and miscellaneous fixed assets. 
+Presented below is selected financial information by geographic area: 
+(in thousands) 
+Sales 
+Long-Lived Assets 
+2006 
+2005 
+2004 
+2006 
+2005 
+United States 
+$ 
+41,707 
+$ 
+38,937 
+$ 
+39,451 
+$ 
+8,781 
+$ 
+8,935 
+Europe 
+11,746 
+11,098 
+10,551 
+563 
+556 
+Canada 
+2,548 
+2,336 
+2,410 
+93 
+152 
+Asia 
+1,948 
+1,557 
+1,149 
+— 
+— 
+Central and South America 
+1,102 
+1,292 
+1,293 
+— 
+— 
+Other 
+250 
+755 
+927 
+— 
+— 
+Total 
+$ 
+59,301 
+$ 
+55,975 
+$ 
+55,781 
+$ 
+9,437 
+$ 
+9,643 
+Included in Long-Lived Assets is Goodwill assigned to the following segments; T&M $0.7 million
+and G-T $1.6 million at January 31, 2006 and 2005, respectively. 
+Note 9—Profit-Sharing Plan 
+Along with the ESOP described in Note 5, the Company has a Profit-Sharing Plan which provides retirement benefits to all eligible employees. 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 $152,500, $154,200 and $223,100 in fiscal 2006, 2005 and
+2004, respectively. 
+41 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 10—Restructuring and Impairment Charges 
+In fiscal 2003, the Company implemented an organizational restructuring in an effort to reduce costs and streamline operations. The restructuring included
+workforce reductions in all areas of the Company and the closing of a research facility. The Company eliminated 28 employees or approximately 8% of its workforce. In fiscal year 2003, the Company recorded $490,225 of restructuring and impairment
+charges. These charges included $364,313 of severance and related termination benefits that were accounted for in accordance with SFAS No. 146 “Accounting for Costs Associated with Exit or Disposal Activities” and $125,912 of
+long-lived asset impairment which was accounted for in accordance with SFAS No. 144 “ Accounting for the Impairment or Disposal of Long-Lived Assets”. An analysis of the severance charge is summarized below: 
+Severance 
+Balance at January 31, 2003 
+336,181 
+Cash Payments 
+(321,167 
+) 
+Reserve Reversed 
+(15,014 
+) 
+Balance at January 31, 2004 
+$ 
+— 
+Note 11—Product Warranty Liability 
+The Company offers a one-year warranty for the majority of its products. The specific terms and conditions of warranties vary depending upon the product
+sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited warranty, including parts and labor. The Company estimates the costs based on historical claims experience and records
+a liability in the amount of such estimates at the time product revenue is recognized. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Changes in the Company’s product
+warranty liability during the years ended January 31, 2006, 2005, and 2004, respectively, are as follows: 
+Product Warranty Liability 
+2006 
+2005 
+2004 
+Balance, beginning of the period 
+$ 
+208,642 
+$ 
+176,000 
+$ 
+170,000 
+Warranties issued during the period 
+395,265 
+397,362 
+295,124 
+Settlements made during the period 
+(365,265 
+) 
+(364,720 
+) 
+(289,124 
+) 
+Balance, end of the period 
+$ 
+238,642 
+$ 
+208,642 
+$ 
+176,000 
+Note 12—Concentration of Credit Risk 
+The Company generally extends credit on an uncollateralized basis to almost all customers. Concentration of credit and geographic risk with respect to
+accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs credit evaluations of its customers. At January 31, 2006 and 2005, no
+single customer accounted for no more than 10% of net sales. The Company has not experienced significant credit losses on customers’ accounts. 
+The Company invests its excess cash principally in investment grade government and corporate debt securities. The Company has established guidelines relative to diversification and maturities that maintain safety and liquidity. These
+guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not experienced any significant losses on its cash equivalents or short-term investments. 
+42 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 13—Commitments and Contingencies 
+The Company is subject to contingencies, including legal proceedings and claims arising in the normal course of business that cover a wide range of
+matters including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+The Company provides accruals for direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed
+probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued have been estimated and are based upon an analysis of potential results, assuming a combination of litigation and settlement
+strategies and outcomes. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the aggregate amount of such liabilities, if any, in excess
+of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company. It is possible, however, that future results of operations for any particular future
+period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+The Company had a contingent obligation relating to the 1999 Telefactor acquisition that required the Company to pay additional consideration to the sellers if certain sales amounts are achieved during the 72 months
+following the closing of the transaction. The purchase and sales agreement contains a clause which would require the Company to pay additional purchase price of up to $3,000,000 if certain sales levels are achieved. The earnout provision expired in
+December 2005 with no additional consideration owed to the sellers. 
+On June 17, 2005, the Company entered into an agreement with
+Hanover R.S. Limited Partnership, a Texas limited partnership (the “Purchaser”) for the sale of approximately 24.692 acres of land located in Braintree, Massachusetts owned by the Company (the “Property) for the purchase price of
+$6,100,000 to be paid in cash at the closing. The sale of the Property was subject to a 90 day feasibility period which ended on September 17, 2005, during which time the Purchaser could inspect the property and terminate the sale due to any
+adverse conditions discovered on the Property. With the successful completion of the feasibility period, the Purchaser has 16 months to obtain final zoning and site plan approval from all state and local governmental entities for use of the Property
+as a multi-family residential rental property, subject to two 30 day extensions exercisable at the option of the Purchaser upon payment to the Company of $25,000 per extension. 
+Upon execution of the agreement, $250,000 of earnest money was placed in escrow pending completion of the sale and an additional $250,000 was placed in
+escrow at the expiration of the feasibility period. Following the feasibility period, all such earnest money is forfeited by the Purchaser in the event that the sale is not completed due to a breach by the Purchaser. 
+As of January 31, 2006 the Purchaser has placed a total of $500,000 in escrow pending the completion of the sale. This amount is recorded as both an
+Other Current Asset and a Deposit on Pending Sale on the balance sheet of the Company. In the event that this transaction is completed, the Company would recognize an estimated pre-tax gain of approximately $5,400,000 to $5,600,000. 
+Note 14—Subsequent Event 
+In March 2006, the
+Company announced that the Board of Directors raised the quarterly cash dividend from $0.04 to $0.05 per share. The Company expects to maintain the annual cash dividend rate of $.20 per share throughout fiscal 2007. 
+43 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2006 
+$ 
+523,859 
+$ 
+89,995 
+$ 
+(102,206 
+) 
+$ 
+511,648 
+2005 
+$ 
+367,194 
+$ 
+142,358 
+$ 
+14,307 
+$ 
+523,859 
+2004 
+$ 
+366,700 
+$ 
+94,990 
+$ 
+(94,496 
+) 
+$ 
+367,194 
+(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. 
+44
\ No newline at end of file
diff --git a/raw/filings/0000008146/2005/0001193125-06-080376/filing_metadata.csv b/raw/filings/0000008146/2005/0001193125-06-080376/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..5478192c1773c2dfcfa0487410981fee0f218473
--- /dev/null
+++ b/raw/filings/0000008146/2005/0001193125-06-080376/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000008146,ALOT,"AstroNova, Inc.",10-K,2006-04-14,2006-01-31,2006-04-14T18:15:54.000Z,0001193125-06-080376,d10k.htm,FORM 10-K,686226,0,0,https://www.sec.gov/Archives/edgar/data/8146/000119312506080376/d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312506080376/,2005,2005,1
diff --git a/raw/filings/0000008146/2005/0001193125-06-080376/item1.txt b/raw/filings/0000008146/2005/0001193125-06-080376/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cb17559055a4a7049e48f0d2b31a0726f7c1363c
--- /dev/null
+++ b/raw/filings/0000008146/2005/0001193125-06-080376/item1.txt
@@ -0,0 +1,105 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2005/0001193125-06-080376/item13.txt b/raw/filings/0000008146/2005/0001193125-06-080376/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..14404b3c6614f727f73627dc7e08a796c8af3045
--- /dev/null
+++ b/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
\ No newline at end of file
diff --git a/raw/filings/0000008146/2005/0001193125-06-080376/item9a.txt b/raw/filings/0000008146/2005/0001193125-06-080376/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..391542fae4ebee6ef45c71614d87a78d83fb95ec
--- /dev/null
+++ b/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
\ No newline at end of file
diff --git a/raw/filings/0000008146/2005/0001193125-06-080376/rp_note.txt b/raw/filings/0000008146/2005/0001193125-06-080376/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2005/0001193125-06-080376/rpt_disclosure.txt b/raw/filings/0000008146/2005/0001193125-06-080376/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6867b363afe9db59acd2e19dc2c845f18d642846
--- /dev/null
+++ b/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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2006/0001193125-07-081629/filing.txt b/raw/filings/0000008146/2006/0001193125-07-081629/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0fd275661f393437560b5fa08b6a0d263121a2fb
--- /dev/null
+++ b/raw/filings/0000008146/2006/0001193125-07-081629/filing.txt
@@ -0,0 +1,3225 @@
+10-K
+1
+d10k.htm
+FORM 10-K
+FORM 10-K 
+Table of Contents 
+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, 2007 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from to
+Commission file number 0-13200 
+Astro-Med, Inc. 
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(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: 
+Title of each class 
+Name of each exchange 
+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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
+Act. Yes ¨ No x 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
+Act. Yes ¨ No 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 x No ¨ 
+Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herin, and will not be contained. To
+the best of the Registrant’s knowledge, in definitive proxy or information statement 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 is a large accelerated filer or a non-accelerated filer. See definition of accelerated filer
+and large accelerated filer in Rule 12b-2 of the Exchange Act. 
+Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
+Act): Yes ¨ No x 
+As of July, 29, 2006, the aggregate market value of the voting common equity of the Registrant held by non-affiliates of the Registrant, based on the
+closing price on the Nasdaq Global Market was $50,115,190. 
+As of April 3, 2007 there were 6,875,202 shares of common stock (par value
+$0.05 per share) of the Registrant issued and outstanding. 
+DOCUMENTS INCORPORATED BY REFERENCE 
+Portions of the Company’s definitive proxy statement for the 2007 annual meeting of shareholders are incorporated by reference into Part III. See
+pages 20 through 22 for the exhibit index. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-6 
+Item 1A. 
+Risk Factors 
+6-7 
+Item 1B. 
+Unresolved Staff Comments 
+8 
+Item 2. 
+Properties 
+8 
+Item 3. 
+Legal Proceedings 
+8 
+Item 4. 
+Submission of Matters to a Vote of Security Holders 
+8 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+9-11 
+Item 6. 
+Selected Financial Data 
+11 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+11-20 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+20 
+Item 8. 
+Financial Statements and Supplementary Data 
+21 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+21 
+Item 9A. 
+Controls and Procedures 
+21 
+Item 9B. 
+Other Information 
+22 
+PART III 
+Item 10. 
+Directors, Executive Officers and Corporate Governance 
+22-23 
+Item 11. 
+Executive Compensation 
+23 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 
+23 
+Item 13. 
+Certain Relationships, Related Transactions and Director Independence 
+24 
+Item 14. 
+Principal Accountant Fees and Services 
+24 
+PART IV 
+Item 15. 
+Exhibits, Financial Statement Schedules 
+24-25 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+PART I 
+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. 
+Item 1A. Risk Factors 
+Investing in our common stock involves a degree of risk.
+The risks and uncertainties described below are not the only risks facing our Company. Additional risks and uncertainties may also impair our business operations. If any of the following risks actually occur, our business, financial condition or
+results of operations would likely suffer. 
+Astro-Med competes in highly competitive markets which are likely to become more
+competitive . The markets for our products are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. Current competitors or new market entrants may develop new products with features
+that could adversely affect the competitive position of our products. We may not be successful in selecting, developing, manufacturing and marketing new products or enhancing our existing products or in responding effectively to technological
+changes, new standards or product announcements by competitors. The timely availability of new products and enhancements, and their acceptance by customers are important to our future success. Delays in such availability or a lack of market
+acceptance could have an adverse effect on our business. Additionally, there may be technological innovation that eliminates or reduces the needs for our products. 
+6 
+Table of Contents 
+Astro-Med could incur liabilities as a result of installed product failures due to design or
+manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These defects could result in product returns or recalls and loss or delay in market acceptance which could have a material
+adverse effect on our business, operating results or financial condition. 
+Astro-Med sells a significant portion of its products
+internationally. We sell our products worldwide through several foreign locations and distributors. Our worldwide operations are subject to the risks normally associated with foreign operations including, but not limited to: 
+• 
+Customer and vendor financial stability; 
+• 
+Volatility in general world economic conditions; 
+• 
+The disruption of markets; 
+• 
+Changes in export or import laws; 
+• 
+Restrictions on currency exchanges; 
+• 
+Longer payment terms; and 
+• 
+The modification or introduction of government policies with potentially adverse effects. 
+International sales, which are both direct and indirect sales to customers outside the U.S. accounted for approximately 27.5% of our sales in fiscal
+2007. We anticipate that international sales will continue to account for a significant portion of our revenue. We invoice our customers in various currencies. Therefore, we may be exposed to exchange losses based upon currency exchange rate
+fluctuations, which losses could have a material adverse effect on our operating results. 
+Astro-Med depends on the ongoing service of
+its senior management and ability to attract and retain other key personnel. Our success depends to a significant degree upon the continuing contributions of key management, sales, marketing, research and development and manufacturing personnel,
+many of whom we would have difficulty replacing. We believe that our future success will depend in large part upon our ability to attract and retain highly skilled engineers and management, sales and marketing personnel. Failure to attract and
+retain key personnel could have a material adverse effect on our business, operating results or financial position. 
+Astro-Med cannot
+provide any assurance that current laws, or any laws enacted in the future, will not have a material adverse effect on our business. Our operations are subject to laws, rules, regulations, including environmental regulations, government policies
+and other requirements in each of the jurisdictions in which we conduct business. Changes in laws, rules, regulations, policies or requirements could result in the need to modify our products and could affect the demand for our products, which may
+have an adverse impact on our future operating results. In addition, we must comply with new regulations restricting our ability to include lead and certain other substances in our products. If we do not comply with applicable laws, rules and
+regulations we could be subject to costs and liabilities and our business may be adversely impacted. 
+Astro-Med relies on sole source
+suppliers that may result in product delays or price increases. We currently obtain certain components of our products and certain finished products from sole sources. In the future, our suppliers may not be able to meet our demand for
+components and products in a timely and cost effective manner. Our inability to secure and qualify alternative sources of supply in a timely manner may disrupt our ability to fulfill customer orders. 
+Astro-Med spends a significant amount of time and effort related to the development of our Ruggedized and Color Printer products. Failure to
+develop these products and markets as anticipated could adversely affect our growth. 
+7 
+Table of Contents 
+Item 1B. Unresolved Staff Comments 
+None 
+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. 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Warwick, RI 
+116,000 
+Corporate headquarters, research and development, manufacturing 
+Slough, England 
+1,700 
+Sales and service 
+The Company also leases facilities in seven locations. The following information pertains to each
+location: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+Rockland, MA 
+36,000 
+Manufacturing, sales and service 
+Longueuil, Quebec, Canada 
+3,800 
+Sales and service 
+Rodgau, Germany 
+5,435 
+Manufacturing, sales and service 
+Trappes, France 
+2,164 
+Sales and service 
+Zwolle, Netherlands 
+475 
+Sales and service 
+Schaumburg, IL 
+1,131 
+Sales and service 
+Milano, Italy 
+753 
+Sales and service 
+During the first quarter of fiscal 2008 the Company purchased the 36,000 square feet of
+manufacturing, sales and service facility it was leasing in Rockland, MA. 
+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. 
+8 
+Table of Contents 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder’s Matters and Issuer Purchases of Equity Securities 
+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. 
+Years Ended January 31, 
+High 
+Low 
+Dividends 
+Per Share 
+2007 
+First Quarter 
+$ 
+9.40 
+$ 
+7.82 
+$ 
+0.05 
+Second Quarter 
+$ 
+10.45 
+$ 
+8.72 
+$ 
+0.05 
+Third Quarter 
+$ 
+10.70 
+$ 
+9.80 
+$ 
+0.05 
+Fourth Quarter 
+$ 
+10.67 
+$ 
+9.59 
+$ 
+0.05 
+2006 
+First Quarter 
+$ 
+8.55 
+$ 
+6.72 
+$ 
+0.03 
+Second Quarter 
+$ 
+8.20 
+$ 
+6.92 
+$ 
+0.03 
+Third Quarter 
+$ 
+10.46 
+$ 
+7.83 
+$ 
+0.03 
+Fourth Quarter 
+$ 
+9.72 
+$ 
+7.84 
+$ 
+0.03 
+The Company had approximately 327 shareholders of record as of April 3, 2007, which does not
+reflect shareholders with beneficial ownership in shares held in nominee name. 
+9 
+Table of Contents 
+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, 2007. The University of Chicago’s Center for Research in Security Pricing (CRSP) total return index for the
+[NASDAQ Stock Market] is calculated using all companies trades on the NASDAQ National Market System (NMS) or on the NASDAQ supplemental listing through January 31, 2007 and on the NASDAQ Global Market since such date. It includes both domestic
+and foreign companies. The index is weighted by the 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 $100 invested on February 1, 2002 with reinvestment of dividends. 
+2002 
+2003 
+2004 
+2005 
+2006 
+2007 
+Astro-Med, Inc 
+$ 
+100.00 
+99.07 
+428.43 
+303.62 
+335.27 
+432.29 
+Nasdaq Electronic Components 
+$ 
+100.00 
+50.38 
+99.47 
+71.63 
+79.43 
+83.07 
+Nasdaq US and Foreign Index 
+$ 
+100.00 
+68.64 
+108.09 
+107.99 
+121.84 
+131.09 
+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-MEDINC . COM . We make available free of charge on our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
+and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These
+filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Dividend Policy 
+The Company began a program of paying annual cash dividends in fiscal 1992. The Company anticipates that it will continue to pay comparable cash dividends
+on a quarterly basis. The Company has paid a dividend for 62 consecutive quarters. During fiscal 2007 the Company increased the annual dividend payment. 
+10 
+Table of Contents 
+Stock Repurchases 
+On August 16, 2004, the Company announced that its Board of Directors had approved the repurchase of 600,000 shares of common stock. This is an ongoing authorization without any expiration date. 
+The Company made no purchases of its common stock pursuant to this authority during the fourth quarter of fiscal 2007. However, the Company did
+repurchase 50,000 shares of its common stock during the second and third quarters of fiscal 2007. 
+Item 6. Selected Financial Data 
+(Dollars in Thousands, Except Per Share Amounts)
+2007 
+2006 
+2005 
+2004 
+2003 
+Results of Operations: 
+Net Sales 
+$ 
+65,519 
+$ 
+59,301 
+$ 
+55,975 
+$ 
+55,781 
+$ 
+49,165 
+Gain on Sale of Real Estate, Net of Related Costs 
+$ 
+5,252 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Net Income (Loss) 
+$ 
+6,059 
+$ 
+2,551 
+$ 
+2,710 
+$ 
+3,217 
+$ 
+(1,882 
+) 
+Net Income (Loss) per Common Share—Basic 
+$ 
+0.90 
+$ 
+0.39 
+$ 
+0.41 
+$ 
+0.53 
+$ 
+(0.32 
+) 
+Net Income (Loss) per Common Share—Diluted 
+$ 
+0.82 
+$ 
+0.35 
+$ 
+0.37 
+$ 
+0.48 
+$ 
+(0.32 
+) 
+Dividends Declared per Common Share 
+$ 
+0.20 
+$ 
+0.13 
+$ 
+0.13 
+$ 
+0.13 
+$ 
+0.13 
+Financial Condition: 
+Working Capital 
+$ 
+34,294 
+$ 
+31,222 
+$ 
+29,268 
+$ 
+24,499 
+$ 
+18,825 
+Total Assets 
+$ 
+58,001 
+$ 
+49,647 
+$ 
+47,039 
+$ 
+42,065 
+$ 
+35,210 
+Long-Term Debt 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Shareholders’ Equity 
+$ 
+45,958 
+$ 
+40,301 
+$ 
+38,408 
+$ 
+34,547 
+$ 
+29,081 
+Restructuring and Impairment (Credits) Charges 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+(15 
+) 
+$ 
+490 
+Included in fiscal 2007 is approximately $0.42 of diluted earnings per share related to the sale
+of the Braintree Real Estate. 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad
+range of products that acquire, store, analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It
+markets and sells its products and services through three business segments including: 
+Test and Measurement Product Group (T&M)
+represents a suite of telemetry recorder products sold to the aerospace and defense industries, as well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including paper, energy,
+automotive and steel fabrication. In addition, T&M also includes a suite of ruggedized printer products designed for military and commercial applications to be used to print weather maps, communications and other flight critical information.
+QuickLabel Systems Product Group (QuickLabel) offers hardware, software and media products that create color labels, store the images and
+produce the images in color or non-color formats on a broad range of media substrates. 
+Grass Technologies Product Group (GT) centers on
+diagnostic and monitoring products that serve the clinical neurophysiology markets, as well as a range of biomedical instrumentation products and supplies focused on the life sciences markets. 
+The Company markets and sells its products and services globally through a diverse distribution structure of sales personnel, manufacturing
+representatives and dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+11 
+Table of Contents 
+The Company’s growth strategy centers on product innovation made possible by research and
+development initiatives, as well as acquisitions that strategically fit into existing core businesses. Research and development activities are funded by the Company at approximately 6.5% of annual sales. 
+The Company’s continued success in increasing its product revenues will be dependent on the Company’s ability to introduce new and/or enhanced
+product lines each year. The Company attempts to have approximately 45% of annual hardware sales generated by products developed or acquired within the past three years. 
+The Company improved its liquidity position during the year by generating cash from operations, selling its Braintree facility and proceeds received from the exercise of employee stock options. 
+To help sustain its continued growth and profitability in fiscal 2008 and beyond, the Company will increase its investment in: personnel by adding
+salespersons in underserved markets; plant capacity by purchasing the Rockland facility which it has been leasing; productivity by increasing manufacturing capabilities through the acquisition of new equipment, such as a thermal transfer ribbon
+slitting machine, metal fabrication equipment and electronic circuit board automatic test equipment; distribution by expanding our global dealer organization; and information technology by providing hardware and software tools that improve the
+knowledge and efficiency of our employee population. 
+Results of Operations 
+(in thousands) 
+2007 
+Sales 
+2007 
+Sales as a % 
+% Change 
+Over Prior 
+Year 
+2006 
+Sales 
+2006 
+Sales as a % 
+% Change 
+Over Prior 
+Year 
+2005 
+Sales 
+2005 
+Sales as a % 
+T&M 
+$ 
+15,695 
+23.9 
+% 
+36.9 
+% 
+$ 
+11,467 
+19.3 
+% 
+3.5 
+% 
+$ 
+11,082 
+19.8 
+% 
+QuickLabel 
+31,121 
+47.5 
+% 
+4.8 
+% 
+29,698 
+50.1 
+% 
+4.5 
+% 
+28,420 
+50.8 
+% 
+GT 
+18,703 
+28.6 
+% 
+3.1 
+% 
+18,136 
+30.6 
+% 
+10.1 
+% 
+16,473 
+29.4 
+% 
+Total 
+$ 
+65,519 
+100.0 
+% 
+10.5 
+% 
+$ 
+59,301 
+100 
+% 
+5.9 
+% 
+$ 
+55,975 
+100.0 
+% 
+Fiscal 2007 compared to Fiscal 2006 
+The Company’s sales in fiscal 2007 were $65,519,261, up from the prior year’s sales of $59,301,180. Domestic sales of $47,503,519 increased
+14.7% from the prior year sales of $41,417,102. The increase was driven by growth in each of the three product groups. T&M domestic sales increased 50.2% on strong growth from the Everest and Ruggedized products. Quicklabel System domestic sales
+increased 6.5% over the prior year sales as demand for the Company’s consumables remained strong. GT domestic sales increased 5.5% as a result of Sleep and Research products. Sales through the Company’s international channels were
+$18,015,742 representing a 1.0% increase from the prior year sales of $17,884,078. The international channel increase was the result of a mixed performance by the product groups. T&M international sales were 5.5% ahead of the prior year due to
+increased sales within the Everest Series products. Quicklabel international sales were essentially flat with the prior year as a 2.2% increase in consumable sales was offset by lower hardware sales. GT international sales experienced a 2.5%
+decrease over the prior year as a result of decreases within parts and supplies. The impact of foreign exchange rate changes added approximately $400,000 in sales through the international channel. 
+The Company’s hardware sales were $32,779,371, up 15.7% from the prior year sales of $28,335,774. The increase was driven by the T&M Everest
+Series and Ruggedized products and GT Sleep systems and Research products. Quicklabel hardware was down for the year. 
+The Company’s
+consumable sales were $27,990,635, up 7.7% from the prior year sales of $25,975,539. This increase was driven by Quicklabel consumable sales and GT electrodes and supplies which increased 10.0% and 6.7%, respectively. 
+12 
+Table of Contents 
+The Company’s service and related products were $4,749,255, down 4.8% from the prior year sales of
+$4,989,867 as a result of lower sales of replacement parts. 
+The Company’s gross profit was $26,997,572, an increase of $2,339,438
+over the prior year’s gross profit of $24,658,134. This year’s gross profit margin of 41.2% was slightly lower than the prior year’s gross margin of 41.6%. The decrease in gross profit margin was the result of higher manufacturing
+costs related to ensuring the production facilities are compliant with ROHS and FAA certification requirements which offset manufacturing productivity gains realized from the increase in sales volume. 
+Operating expenses grew 9.3% to $23,507,856. Specifically, selling, general and administrative (SG&A) expenses increased 10.6% to $19,320,838,
+representing 29.5% of sales which was consistent with the prior year’s 29.4% of sales. The increased SG&A spending was the result of higher personnel costs, commissions, travel and trade show expenses and stock-based compensation expense.
+Research & Development (R&D) expenses increased 3.6% to $4,187,018. This level of spending represents 6.4% of sales which was slightly lower than the prior year’s level of 6.8%. 
+During the third quarter of fiscal 2007 the Company completed the sale of its property located in Braintree Massachusetts for the price of $6,100,000
+which was received in cash at the closing. The net pretax gain on the sale of this property after professional fees, management bonus expense and other miscellaneous fees was $5,251,707. 
+Investment income in fiscal 2007 was $648,855, up from $337,094 in fiscal 2006. The increase in investment income during fiscal year 2007 was
+attributable to higher average cash balances during the year and higher investment yields. Other income was $234,839 in fiscal 2007 as compared to other expense of $90,163 in fiscal 2006. The favorable change of $325,002 was driven by the impact of
+favorable foreign exchange transactions of $137,000, the sale of GT research contracts of $75,000 and other miscellaneous income of $113,002. 
+As a result of the adoption of SFAS No. 123(R) the Company’s pretax income was reduced by $412,693. The stock-based compensation expense included $78,085 recorded in cost of sales, $261,169 recorded in SG&A and $73,439
+recorded within R&D. 
+During fiscal 2007 the Company recognized an income tax expense of $3,566,152. The current year’s income tax
+expense includes 1) $1,670,686 on the current year’s pre-tax income, 2) a $231,524 favorable adjustment related to differences between the prior year tax provision and the actual tax return as filed primarily relating to additional foreign tax
+credits, R&D credits and lower state income taxes and 3) expense of $2,127,000 related to the net gain on the sale of the Braintree real estate. This compares to an income tax expense of $851,629 in the prior year which includes 1) an income tax
+expense of $1,212,000 on the prior year’s pre-tax income and 2) a $361,000 reversal of tax reserves related to the favorable resolution of certain income tax examinations. 
+The Company reports three segments that mirror the Company’s sales product groups (i.e., T&M, QuickLabel and GT). The Company evaluates segment
+performance based on the operating segment’s profit before corporate and financial administration expenses. 
+13 
+Table of Contents 
+The following table summarizes selected financial information by segment: 
+(in thousands) 
+Sales 
+Segment Operating Profit (Loss) 
+Segment Operating Profit (Loss) % 
+2007 
+2006 
+2005 
+2007 
+2006 
+2005 
+2007 
+2006 
+2005 
+T&M 
+$ 
+15,695 
+$ 
+11,467 
+$ 
+11,082 
+$ 
+2,592 
+$ 
+331 
+$ 
+(170 
+) 
+16.5 
+% 
+2.9 
+% 
+(1.5 
+)% 
+QuickLabel 
+31,121 
+29,698 
+28,420 
+1,248 
+2,874 
+3,760 
+4.0 
+% 
+9.7 
+% 
+13.2 
+% 
+GT 
+18,703 
+18,136 
+16,473 
+3,109 
+2,906 
+1,800 
+16.6 
+% 
+16.0 
+% 
+10.9 
+% 
+Total 
+$ 
+65,519 
+$ 
+59,301 
+$ 
+55,975 
+$ 
+6,949 
+$ 
+6,111 
+$ 
+5,390 
+10.6 
+% 
+10.3 
+% 
+9.6 
+% 
+Corporate Expenses 
+3,460 
+2,956 
+2,820 
+Gain on Sale of Real Estate, net 
+5,252 
+— 
+— 
+Operating Income 
+8,741 
+3,155 
+2,570 
+Other Income and Expense, net 
+884 
+247 
+197 
+Income Before Income Taxes 
+9,625 
+3,402 
+2,767 
+Income Tax Provision 
+3,566 
+851 
+57 
+Net Income 
+$ 
+6,059 
+$ 
+2,551 
+$ 
+2,710 
+The operating results of each segment are summarized as follows: 
+Test & Measurement 
+T&M’s sales increased 36.9% in fiscal 2007 to $15,695,000 from $11,467,000 in the prior year. The increase is traceable to sales growth within the Everest Series products which were up 96.7% over the prior year and the Ruggedized
+products which were up 147.8%. These increases were tempered by flat volume from the Dash product line. T&M’s segment operating profit was $2,592,000 in fiscal 2007. This result compares favorably to the prior year’s segment operating
+income of $331,000. The current year’s improvement is due to higher sales volume and better margins. T&M selling expenses were higher in the current year in support of the higher sales volume. 
+Quicklabel Systems 
+Sales of the
+QuickLabel Systems products increased 4.8% in fiscal 2007 to $31,121,000 from $29,698,000 in the prior year. This year’s sales growth was driven by a 10.2% increase in Quicklabel consumable products. However, the growth in Quicklabel
+consumables was tempered by a decrease in Quicklabel Hardware sales. The Quicklabel Product Group segment operating profit was $1,248,000 during fiscal 2007. This result is below the prior year’s segment operating profit of $2,874,000. The
+lower segment operating profit on increased sales was due to a shift in product mix to consumables, higher selling and support expenses and unfavorable manufacturing costs associated with the lower hardware sales. 
+Grass Technologies 
+GT’s sales
+increased 3.1% in fiscal 2007 to $18,703,000 from $18,136,000 in the prior year. The product group’s higher sales were due to increases within Sleep systems, which were up 14.0% and increases within Research products, which were up 21.9%. EEG
+and LTM systems were down for the year and the GT product group’s consumable sales were essentially flat due to lower chart paper sales. This year’s segment operating profit was driven by higher sales volume and product mix, as well as
+lower spending within R&D for this product group. 
+14 
+Table of Contents 
+Fiscal 2006 compared to Fiscal 2005 
+The Company’s sales in fiscal 2006 were $59,301,180, up from the prior year’s sales of $55,974,654. Domestic sales of $41,417,102 increased 6.4% from the prior year sales of $38,936,687. The increase results
+from a mixed performance by the product groups. QuickLabel System domestic sales were healthy during the year increasing 7.5% over the prior year sales as demand for the Company’s consumables remained strong. GT domestic sales were also healthy
+during the year increasing 9%, as sales of the Sleep, LTM (long term monitoring), and Electrode consumable products each experienced growth over the prior year. T&M domestic sales were flat with the prior year as sales growth in Ruggedized and
+Dash Series products were tempered by sales declines in the Everest Series products as the aerospace telemetry market continues to decline. Sales through the Company’s international channels were $17,884,078, representing a 3% increase from the
+prior year sales of $17,037,967. Similar to the domestic channel the increase was the result of a mixed performance by the product groups. T&M international sales were 15% ahead of the prior year due to increased sales within Ruggedized
+products. However, the T&M international channel also experienced sales declines within the Everest series. GT international sales experienced a 12% increase over the prior year as a result of an increase in sleep system sales. Quicklabel
+international sales were essentially flat with the prior year as a 4% increase in consumable sales was offset by lower hardware sales. The impact of foreign exchange rate changes during the year was nominal when compared to the prior year.
+The Company’s hardware sales were $28,335,774, up 3.6% from the prior year sales of $27,345,419. The increase was driven by the
+T&M Dash Series and Ruggedized products and GT Sleep systems and LTM systems. Quicklabel hardware was down for the year. 
+The
+Company’s consumable sales were $25,975,539, up 11.1% from the prior year sales of $23,384,060. This increase was driven by Quicklabel consumable sales and GT electrodes and supplies. 
+The Company’s service and related products were $4,989,867, down 4.9% from the prior year sales of $5,245,175 as a result of lower sales of
+replacement parts. 
+The Company’s gross profit was $24,658,134, an increase of $1,612,025 over the prior year’s gross profit of
+$23,046,109. This year’s gross profit margin of 41.6% was slightly higher than the prior year’s gross margin of 41.2%. This slight increase was the result of favorable product mix. 
+Operating expenses grew 5% to $21,502,851. Specifically, selling, general and administrative (SG&A) expenses increased 6% to $17,460,141,
+representing 29% of sales which was consistent with the prior year’s 29% of sales. The increased SG&A spending is the result of selling and marketing initiatives which include additional selling personnel of $400,000, an increase in travel
+and trade show expenses of $200,000 and an increase in commissions of 300,000 related to the higher sales, as well as an increase in G&A staffing. Research & Development (R&D) expenses of $4,042,710 were essentially flat with the
+prior year. This level of spending represents 6.8% of sales which was slightly lower than the prior year’s level of 7.2%. 
+Investment
+income in fiscal 2006 was $337,094, down from $416,079 in fiscal 2005. The decrease in investment income during fiscal year 2006 was attributable to a change in the composition of our underlying investment portfolio and resulting yields. Other
+expense, net was $90,163 as compared to last fiscal year’s other expense, net of $218,890. The change of $128,727 was the result of the change in foreign exchange rates. 
+The Company recorded tax expense of $851,629 and $57,581 in fiscal 2006 and 2005, respectively. For the twelve months ended January 31, 2006, an
+income tax expense of $851,629 was recognized as a result of income tax expense of $1,212,629 on the current year’s pretax income of $3,402,214 and a $361,000 non-cash tax benefit recorded in the third quarter of fiscal 2006 due to the reversal
+of tax reserves related to the favorable resolution of certain income tax examinations. For the twelve months ended January 31, 2005 an income tax expense of $57,581 was recorded as a result of income tax expense of $996,581 on the current
+year’s pretax income of $2,767,111 and a $939,000 one-time non-cash tax benefit recorded in the first quarter of fiscal 2005 related to the release of the valuation allowance on the net deferred tax asset that was established in fiscal 2003.
+15 
+Table of Contents 
+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 $3,500,000 unsecured bank line of credit, all of which is currently available. 
+The
+Company’s Statements of Cash Flows for the three years ended January 31, 2007, 2006 and 2005 are included on page 32. Net cash flow provided by operating activities in fiscal year 2007 was $2,383,173. The net cash flow provided by
+operations is attributed to the positive cash flow generated from net income and from depreciation of $1,390,261. Cash flow from operating activities was adversely affected by changes in Assets and Liabilities of $1,988,616. The demand on working
+capital is in support of the Company’s growth profile. 
+Net cash flow provided by investing activities was $1,767,024, which was
+mostly the result of the proceeds of $6,100,000 from the sale of the Braintree property. These proceeds were offset by additions to property, plant and equipment of $2,170,276. These purchases included machinery and equipment of $959,988,
+information technology of $241,977, building improvements of $593,232, tools and dies of $170,544 and the purchase of a parcel of land adjacent to the Company’s West Warwick facility for $204,535, which was part of a Section 1031 exchange.
+Net cash flow used by financing activities was $953,620 in fiscal 2007. During the year the Company paid dividends of $1,274,448 and
+purchased $1,065,500 of Company stock. Also during the current year, the Company generated $1,283,567 in cash through the exercise of employee stock options and Employee Stock Purchase Plan transactions. 
+Also during fiscal 2007 the Company transferred $3,200,000 of cash to long term investments for the purpose of purchasing the Rockland facility which it
+had been leasing. This purchase was completed in March 2007 as part of the Section 1031 like-kind exchange disclosed below. 
+Dividends
+paid for fiscal 2007, 2006, and 2005 were $1,274,448, $848,172 and $828,235, respectively. The Company’s annual dividend per share was $0.20 in fiscal 2007 and $0.13 in fiscal 2006 and fiscal 2005. Since the inception of the common stock buy
+back program in fiscal 1997, the Company has repurchased 1,094,035 shares of its common stock. At January 31, 2007, the Company has the Board of Directors’ authorization to purchase an additional 447,589 shares of the Company’s common
+stock in the future. 
+Contractual Obligations, Commitments and Contingencies 
+On March 13, 2007, the Company completed the acquisition of certain real property located in Rockland, Massachusetts constituting approximately
+86,933 square feet of land (the “Property”), for the purchase price of $3,150,000 which was paid by the Company in cash at the closing. The purchase of the Property by the Company consummates its tax free like-kind exchange under
+Section 1031 of the Internal Revenue Code initiated through the Company’s sale of the facility located in Braintree, Massachusetts on September 19, 2006. 
+A summary of the Company’s contractual obligations and commitments as of January 31, 2007 is as follows: 
+In Millions 
+Payment Due 
+Within 1 Year 
+1-3 
+Years 
+Thereafter 
+Operating Leases 
+$ 
+389,252 
+$ 
+835,255 
+$ 
+218,766 
+Purchase Obligations 
+$ 
+4,652,154 
+— 
+— 
+Total 
+$ 
+5,041,406 
+$ 
+835,255 
+$ 
+218,766 
+16 
+Table of Contents 
+Purchase obligations include amounts committed under legally enforceable contracts or purchase orders for
+goods and services with defined terms as to price, quantity, and delivery and termination liability. 
+The Company is subject to
+contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including, among others, contract and employment claims, workers compensation claims, product liability, warranty and
+modification, adjustment or replacement of component parts of units sold. 
+The Company provides accruals for direct costs associated with
+the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued have been estimated and are based upon an
+analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits,
+the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the
+Company. It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s
+control. 
+Critical Accounting Policies 
+The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally
+accepted in the United States. (See the Notes to the Consolidated Financial Statements included elsewhere herein.) Certain of the Company’s accounting policies require the application of judgment in selecting the appropriate assumptions for
+calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company periodically evaluates the judgments and estimates used for its critical accounting policies to ensure that such
+judgments and estimates are reasonable for its interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as
+appropriate. If different conditions result from those assumptions used in the Company’s judgments, the results could be materially different from the Company’s estimates. The Company’s critical accounting policies include:
+Revenue Recognition : The majority of the Company’s product sales are recorded at the time of shipment, when legal
+title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured in accordance with the
+requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine
+whether they represent separate units of accounting in accordance with SAB 104 and EITF 00-21, “Revenue Arrangements With Multiple Deliverables”. This evaluation occurs at inception of the arrangement and as each item in the arrangement is
+delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold
+separately. 
+Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant
+obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. All of the Company’s equipment contains embedded operating systems and data management software which is included in the purchase
+price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are
+infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance
+criteria are satisfied. 
+17 
+Table of Contents 
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future product
+warranty claims and bad debts are recorded in cost of sales and selling, general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also
+factoring in any new business conditions that might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. The Company also periodically evaluates the adequacy of its
+reserves for warranty and bad debts recorded in its consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often involves subjective analysis of a particular customer’s
+ability to pay. As a result, significant judgment is required by the Company in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. The Company believes that its procedures for estimating such
+amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable
+value. The process for evaluating obsolete and excess inventory consists of the Company analyzing the inventory supply on hand and estimating the net realizable value of the inventory based on historical experience, current business conditions and
+anticipated future sales. The Company believes that its procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual experience.
+Income Taxes: The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards
+(SFAS) No. 109, Accounting for Income Taxes. This SFAS requires that a valuation allowance be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available
+positive and negative evidence must be considered, including the Company’s performance, the market environment in which the Company operates, length of carryforward periods, existing sales backlog and future sales projections. The Company had
+previously provided valuation allowances only for future tax benefits resulting from certain foreign losses. In fiscal 2003, as required by SFAS No. 109, the Company established a full valuation allowance on its net deferred tax asset as a
+result of the uncertainty as to whether these deferred tax assets would “more likely than not” be realized in the future. Based on the facts and circumstances at that time it was determined that a full valuation allowance was required and
+it was stated that until an appropriate level of profitability could be sustained no tax benefits would be realized. As of the first quarter of fiscal 2005, the Company believed that an appropriate level of profitability had been established and
+maintained and that it is more likely than not the deferred tax assets would be realized in the future except for possible future tax benefits from the utilization of net operating loss carryforwards attributable to the Company’s Italian
+subsidiary. The Company made this determination based on a review of the facts and circumstances as of May 1, 2004. This review consisted of an analysis of the Company’s performance, the market environment in which the Company currently
+operates, the length of the carryforward periods, the existing sales backlog and the future sales projections. 
+Long-Lived Assets and
+Goodwill: The impairment of long-lived assets to be held and used are reviewed for impairment in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” whenever events or changes
+in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.
+Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Goodwill impairment reviews are performed in accordance with the provisions of SFAS No. 142, “Goodwill
+and Other Intangible Assets”. Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business
+climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are established using a discounted cash flow
+methodology. The determination of discounted cash flows is based on the long-range planning forecast. 
+18 
+Table of Contents 
+Share-Based Compensation: Prior to February 1, 2006, the Company accounted for
+employee share-based compensation using the intrinsic value method supplemented by pro forma disclosures in accordance with Accounting Principles Board (“APB”) No. 25 and SFAS No. 123, Accounting for Stock-Based
+Compensation . As permitted by SFAS No. 123, the Company historically accounted for share-based payments to employees using APB Opinion No. 25’s intrinsic value method and recognized no compensation expense for employee stock
+options or shares purchased under the ESPP. Effective as of February 1, 2006, the Company adopted the provisions of SFAS No. 123(R) under the “modified prospective” transition method outlined in the statement. A “modified
+prospective” transition method is one in which compensation expense is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and
+(b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the date of adoption. 
+The Company has estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. The volatility
+assumption is based on the historical weekly price data of the Company’s common stock over a period equivalent to the weighted average expected life of the Company’s options. Management evaluated whether there were factors during that
+period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms
+of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for
+bonds matching the expected term of the option as of the option grant date. 
+Recent Accounting Pronouncements 
+In June 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes-an interpretation of SFAS No. 109”. This interpretation
+describes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return. This Interpretation requires recognition of tax benefits that satisfy a more likely
+than not threshold. This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This Interpretation will become effective for the Company during the
+first quarter of fiscal 2008. The Company is evaluating the impact this Interpretation will have on its results of operations and financial position. 
+In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements”. SAB 108 provides
+interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The SEC staff believes that registrants should quantify errors using both a balance
+sheet and an income statement approach and evaluate whether either approach results in the quantification of a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. The Company adopted SAB 108 for its
+year ending January 31, 2007. The adoption of SAB 108 did not have an impact on the Company’s consolidated results of operations or financial position. 
+In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring
+fair value, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is
+currently evaluating the impact of SFAS No. 157 on its results of operations and financial position. 
+In February 2007, the FASB
+issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of SFAS 115” (“SFAS No. 159”). The new statement allows entities to choose, at specified election dates,
+to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent
+reporting periods must be recognized in current earnings. 
+19 
+Table of Contents 
+SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of SFAS
+No. 159 on our financial position and results of operations. 
+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, 2007, the Company’s net investment in foreign assets was
+$4,429,445. An overall unfavorable change in foreign exchange rates of 10% would have resulted in a lower net income of approximately $73,000 and a $348,000, net of tax, reduction in shareholders’ equity as a result of the impact on the
+cumulative translation adjustment. 
+The Company, on occasion, utilizes foreign exchange option contracts to minimize its exposure
+associated with unfavorable changes in foreign exchanges rates on certain foreign denominated receivables. At January 31, 2007, the Company did not have any open contracts. The functional currencies of the Company’s foreign affiliates are
+their respective local operating currencies, which are translated for consolidated financial reporting purposes into U.S. dollars. 
+20 
+Table of Contents 
+Item 8. Financial Statements and Supplementary Data 
+The consolidated financial statements
+required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1). The supplementary data regarding annual results of operations is set forth in the following table. 
+QUARTERLY FINANCIAL DATA (Unaudited) 
+(Dollars in Thousands, Except Per Share Amounts) 
+Quarters Ended 
+April 29, 
+2006 
+July 29, 
+2006 
+October 28, 
+2006 
+January 31, 
+2007 
+Net Sales 
+$ 
+15,641 
+$ 
+16,267 
+$ 
+16,043 
+$ 
+17,568 
+Gross Profit 
+$ 
+6,276 
+$ 
+6,996 
+$ 
+6,427 
+$ 
+7,299 
+Net Income 
+$ 
+543 
+$ 
+740 
+$ 
+3,977 
+$ 
+799 
+Net Income Per Common Share—Basic 
+$ 
+0.08 
+$ 
+0.11 
+$ 
+0.59 
+$ 
+0.12 
+Net Income Per Common Share—Diluted 
+$ 
+0.07 
+$ 
+0.10 
+$ 
+0.53 
+$ 
+0.11 
+April 30, 
+2005 
+July 30, 
+2005 
+October 29, 
+2005 
+January 31, 
+2006 
+Net Sales 
+$ 
+14,193 
+$ 
+14,648 
+$ 
+14,455 
+$ 
+16,005 
+Gross Profit 
+$ 
+5,688 
+$ 
+6,331 
+$ 
+5,784 
+$ 
+6,856 
+Net Income 
+$ 
+398 
+$ 
+622 
+$ 
+674 
+$ 
+856 
+Net Income Per Common Share—Basic 
+$ 
+0.06 
+$ 
+0.09 
+$ 
+0.10 
+$ 
+0.13 
+Net Income Per Common Share—Diluted 
+$ 
+0.06 
+$ 
+0.09 
+$ 
+0.09 
+$ 
+0.12 
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+None 
+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 
+Table of Contents 
+Item 9B. Other Information 
+Nothing to report 
+PART III 
+Item 10. Directors, Executive Officers and Corporate Governance 
+The response to this item
+is incorporated by reference to the Company’s definitive proxy statement for the 2007 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 
+81 
+Chairman, Chief Executive Officer and Director 
+Everett V. Pizzuti 
+70 
+President, Chief Operating Officer and Director 
+Joseph P. O’Connell 
+63 
+Vice President and Treasurer, Chief Financial Officer 
+Elias G. Deeb 
+64 
+Vice President—Media Products 
+Michael J. Sullivan 
+56 
+Vice President and Chief Technology Officer 
+Michael M. Morawetz 
+47 
+Vice President—International Branches 
+Stephen M. Petrarca 
+44 
+Vice President—Instrument Manufacturing 
+John D. McGuinness 
+42 
+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 he founded the Company in 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. 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. 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. He is an electronic engineer and has been with the Company since 1983. 
+Mr. Morawetz was appointed Vice President
+International Branches in 2006. He was previously the General Manager of Branch Operations for the Company’s German Subsidiary, having joined the Company in 1989. 
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in 1998. He 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. McGuinness joined the Company in 2004. He was previously the Corporate Controller with
+Paramount Cards, Inc. from 2001 through 2004, and also held financial management positions with Nortek, Inc., The Monitor Company, and KPMG LLP. He is a certified public accountant. 
+22 
+Table of Contents 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief
+Financial Officer (“CFO”) (who is both the principal financial and accounting officer) and Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive Officer and Senior Financial Officers, which meets the requirements
+of a “code of ethics” as defined in Item 406 of Regulation S-K. The Company will provide a copy of the Codes to shareholders, without charge, upon request directed to the Investor Relations Contact listed on the Company’s
+website, WWW.ASTRO-MEDINC.COM , under the headings “Investor Relations – Corporate Governance”. The Company has posted the Codes on the Company’s website under “Investor Relations – Corporate Governance” and
+to disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Controller or persons performing similar functions by posting such information on its website and filing a Form 8-K as required under the rules of the NASDAQ
+Global Market. 
+Item 11. Executive Compensation 
+The response to this item is incorporated by reference to
+the Company’s definitive proxy statement for the 2007 annual meeting of shareholders. 
+The information set forth under the heading
+“Compensation Committee Report” in the Company’s definitive proxy statement is furnished and shall not be deemed as filed for purposes of Section 18 of the Securities Act of 1934, as amended, and is not deemed incorporated by
+reference in any filing under the Securities Act of 1933, as amended. 
+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 2007 annual meeting of shareholders. 
+Equity Compensation Plan Information 
+The following table sets forth information about the Company’s equity
+compensation plans as of January 31, 2007: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding Options, 
+Warrants and
+Rights 
+Weighted- 
+Average Exercise 
+Price of 
+Outstanding 
+Options, 
+Warrants
+and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances
+Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+1,830,078 
+(1) 
+$ 
+5.36 
+662,340 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+— 
+— 
+Total 
+1,830,078 
+(1) 
+$ 
+5.36 
+662,340 
+(2) 
+(1) 
+Includes 782,653 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans and 1,024,050 shares issuable upon exercise of
+outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees and 23,375 shares issuable upon exercise of outstanding stock options granted under the Astro-Med,
+Inc. Non-Employee Director Stock Option Plan. 
+(2) 
+Includes 265,740 shares under the Astro-Med, Inc. 1997 Incentive Stock Option Plan and 396,600 shares under the Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan.
+Additional information regarding these equity compensation plans is contained in Note 6 to the Company’s Consolidated
+Financial Statements included in Item 15 hereto. 
+23 
+Table of Contents 
+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. 
+Item 14. Principal Accountant Fees And Services 
+The information required by this item is
+incorporated herein by reference to the Company’s definitive proxy statement for the 2007 annual meeting of shareholders. 
+PART IV
+Item 15. 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 Registered Public Accounting Firms 
+27-28 
+Consolidated Balance Sheets as of January 31, 2007 and 2006 
+29 
+Consolidated Statements of Operations—Years Ended January 31, 2007, 2006 and 2005 
+30 
+Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity—Years Ended January 31, 2007, 2006 and 2005 
+31 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2007, 2006 and 2005 
+32 
+Notes to Consolidated Financial Statements 
+33-45 
+(a)(2) Financial Statement Schedules: 
+Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 31, 2007, 2006 and
+2005 
+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. 
+(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 3B to the Company’s report on Form 10-K for the year ended January
+31, 2004 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. * 
+24 
+Table of Contents 
+Exhibit 
+Number 
+(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. * 
+(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. * 
+(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. * 
+(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. * 
+(10.6) 
+Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration
+Nos. 333-62431 and 333-63526, and incorporated by reference herein. 
+(10.8) 
+Astro-Med, Inc. Management Bonus Plan (Group III) (filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year
+ended January 31, 2003 and by this reference incorporated herein. * 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Grant Thornton LLP 
+(23.2) 
+Consent of Ernst & Young LLP 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
+Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
+Sarbanes-Oxley Act of 2002. 
+* 
+Management contract or compensatory plan or arrangement. 
+25 
+Table of Contents 
+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) 
+Date: April 16, 2007 
+By: 
+/s/ A LBERT W.
+O NDIS 
+(Albert W. Ondis, Chairman) 
+Each person whose signature appears below constitutes and appoints each of Albert W. Ondis,
+Everett V. Pizzuti or Joseph P. O’Connell, or any of them, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resolution, for such person and in his name, place and stead, in any and all
+capacities in connection with the annual report on Form 10-Kof Astro-Med, Inc. for the year ended January 31, 2007 to sign any and all amendments to the Form 10-K , and to file the same, with all exhibits thereto, and other documents in
+connection therewith, the Securities and exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
+the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute, may lawfully do or cause to be done by virtue hereof. 
+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/ A LBERT W. O NDIS 
+Albert W. Ondis 
+Chairman and Director 
+(Principal Executive Officer) 
+April 16, 2007 
+/s/ E VERETT V. P IZZUTI 
+Everett V. Pizzuti 
+President and Director 
+(Principal Operating Officer) 
+April 16, 2007 
+/s/ J OSEPH P. O’C ONNELL 
+Joseph P. O’Connell 
+Vice President and Treasurer 
+(Principal Financial Officer) 
+April 16, 2007 
+/s/ J OHN D. M C G UINNESS 
+John D. McGuinness 
+Controller 
+(Principal Accounting Officer) 
+April 16, 2007 
+/s/ J ACQUES V. H OPKINS 
+Jacques V. Hopkins 
+Director 
+April 16, 2007 
+/s/ H ERMAN V IETS 
+Herman Viets 
+Director 
+April 16, 2007 
+/s/ G RAEME M AC L ETCHIE 
+Graeme MacLetchie 
+Director 
+April 16, 2007 
+26 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Board of Directors of 
+Astro-Med, Inc. 
+We have audited the accompanying
+consolidated balance sheets of Astro-Med, Inc. and subsidiaries (the “Company”) as of January 31, 2007 and 2006, and the related consolidated statements of operations, comprehensive income and changes in shareholders’ equity, and
+cash flows for the years then ended. 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 the standards of the Public Company Accounting Oversight Board (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. The Company is not required to have, nor were we engaged to perform an audit of its internal control over
+financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
+effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
+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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Astro-Med,
+Inc. and subsidiaries as of January 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. 
+As discussed in Note 5 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation in
+2007. 
+Our audits were conducted for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole.
+Schedule II is presented for purposes of additional analysis and is not a required part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic consolidated
+financial statements as of and for the years ended January 31, 2007 and 2006 and, in our opinion, is fairly stated in all material aspects in relation to the basic consolidated financial statements taken as a whole. 
+/s/ G RANT T HORNTON LLP 
+Boston, Massachusetts 
+April 10, 2007 
+27 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Board of Directors and Shareholders of 
+Astro-Med, Inc. 
+We have audited the consolidated balance sheet of Astro-Med, Inc. as of January 31, 2005, and the accompanying consolidated statement of operations,
+comprehensive income and changes in shareholders’ equity, and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the Index at Item 15(a) as it relates to the year ended January 31,
+2005. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. 
+We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit
+included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
+internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
+used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 
+In our opinion, the financial statements and schedule referred to above present fairly, in all material respects, the consolidated results of operations
+of Astro-Med, Inc. and its cash flows for the year ended January 31, 2005, in conformity with U.S. generally accepted accounting principles. 
+/s/ E RNST & Y OUNG LLP 
+Providence, Rhode Island 
+March 19, 2005 
+28 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31, 2007 and 2006 
+2007 
+2006 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+4,595,570 
+$ 
+4,598,993 
+Securities Available for Sale 
+12,334,065 
+10,124,725 
+Accounts Receivable, net of reserves of $588,508 in 2007 and $511,648 in 2006 
+12,112,676 
+10,623,553 
+Inventories 
+11,394,763 
+9,809,770 
+Prepaid Expenses and Other Current Assets 
+841,528 
+1,116,269 
+Deferred Tax Assets, net 
+2,889,438 
+3,388,756 
+Total Current Assets 
+44,168,040 
+39,662,066 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+819,113 
+490,202 
+Buildings and Improvements 
+7,753,454 
+7,768,913 
+Machinery and Equipment 
+20,741,350 
+19,092,213 
+29,313,917 
+27,351,328 
+Less Accumulated Depreciation 
+(21,349,666 
+) 
+(20,251,669 
+) 
+Total Property, Plant and Equipment, net 
+7,964,251 
+7,099,659 
+OTHER ASSETS 
+Amounts Due from Officers 
+27,050 
+480,314 
+Long Term Investments 
+3,200,000 
+— 
+Goodwill 
+2,336,721 
+2,336,721 
+Other 
+304,918 
+68,520 
+Total Other Assets 
+5,868,689 
+2,885,555 
+$ 
+58,000,980 
+$ 
+49,647,280 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+3,559,518 
+$ 
+2,672,555 
+Accrued Compensation 
+2,475,219 
+1,848,029 
+Accrued Expenses 
+2,626,019 
+2,304,247 
+Deferred Revenue 
+805,352 
+752,049 
+Income Taxes Payable 
+408,114 
+362,747 
+Deposit on Pending Sale 
+— 
+500,000 
+Total Current Liabilities 
+9,874,222 
+8,439,627 
+DEFERRED TAX LIABILITIES 
+2,168,416 
+906,157 
+SHAREHOLDERS’ EQUITY 
+Preferred Stock, $10 Par Value, Authorized 100,000 Shares, None Issued 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 Shares; Issued 7,905,319 Shares in 2007 and 7,671,875 Shares in 2006 
+395,270 
+317,120 
+Additional Paid-in Capital 
+30,638,755 
+16,385,210 
+Retained Earnings 
+22,282,495 
+30,030,652 
+Treasury Stock, at Cost, 1,124,106 Shares in 2007 and 1,024,106 Shares in 2006 
+(7,644,647 
+) 
+(6,579,147 
+) 
+Accumulated Other Comprehensive Income 
+286,469 
+147,661 
+Total Shareholders’ Equity 
+45,958,342 
+40,301,496 
+$ 
+58,000,980 
+$ 
+49,647,280 
+The accompanying notes are an integral part of these financial statements. 
+29 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF OPERATIONS 
+Years Ended January 31, 2007, 2006 and 2005 
+2007 
+2006 
+2005 
+Net Sales 
+$ 
+65,519,261 
+$ 
+59,301,180 
+$ 
+55,974,654 
+Cost of Sales 
+38,521,689 
+34,643,046 
+32,928,545 
+Gross Profit 
+26,997,572 
+24,658,134 
+23,046,109 
+Costs and Expenses: 
+Selling, General and Administrative 
+19,320,838 
+17,460,141 
+16,429,604 
+Research and Development 
+4,187,018 
+4,042,710 
+4,046,583 
+Operating Expenses 
+23,507,856 
+21,502,851 
+20,476,187 
+Gain on Sale of Real Estate, Net of Related Costs 
+5,251,707 
+— 
+— 
+Operating Income 
+8,741,423 
+3,155,283 
+2,569,922 
+Other Income (Expense): 
+Investment Income 
+648,855 
+337,094 
+416,079 
+Other, Net 
+234,839 
+(90,163 
+) 
+(218,890 
+) 
+883,694 
+246,931 
+197,189 
+Income before Income Taxes 
+9,625,117 
+3,402,214 
+2,767,111 
+Income Tax Provision 
+3,566,152 
+851,629 
+57,581 
+Net Income 
+$ 
+6,058,965 
+$ 
+2,550,585 
+$ 
+2,709,530 
+Net Income Per Common Share—Basic 
+$ 
+0.90 
+$ 
+0.39 
+$ 
+0.41 
+Net Income Per Common Share—Diluted 
+$ 
+0.82 
+$ 
+0.35 
+$ 
+0.37 
+Weighted Average Number of Common Shares Outstanding— Basic 
+6,721,140 
+6,613,576 
+6,612,751 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+7,389,001 
+7,232,821 
+7,226,566 
+Dividends Declared Per Common Share 
+$ 
+0.20 
+$ 
+0.13 
+$ 
+0.13 
+The accompanying notes are an integral part of these financial statements. 
+30 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN 
+SHAREHOLDERS’ EQUITY 
+Years
+Ended January 31, 2007, 2006 and 2005 
+2007 
+2006 
+2005 
+Comprehensive Income 
+Net Income 
+$ 
+6,058,965 
+$ 
+2,550,585 
+$ 
+2,709,530 
+Other Comprehensive Income (Loss), Net 
+Foreign currency translation adjustments 
+131,781 
+(143,691 
+) 
+(13,460 
+) 
+Unrealized gain (loss) on securities available for sale, net of taxes 
+7,027 
+22,656 
+(35,042 
+) 
+Other comprehensive income (loss), net 
+138,808 
+(121,035 
+) 
+(48,502 
+) 
+Comprehensive Income 
+$ 
+6,197,773 
+$ 
+2,429,550 
+$ 
+2,661,028 
+Shareholders’ Equity 
+Common Stock: 
+Balance at beginning of year 
+$ 
+317,120 
+$ 
+314,949 
+$ 
+285,803 
+Par value from issuance of common stock 
+11,059 
+2,171 
+5,057 
+Common stock dividends 
+67,091 
+— 
+24,089 
+Balance at end of year 
+395,270 
+317,120 
+314,949 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+16,385,210 
+16,045,503 
+8,336,806 
+Net proceeds from issuance of common stock 
+26,570 
+24,528 
+24,207 
+Proceeds from the exercise of employee stock options 
+1,245,938 
+259,819 
+500,620 
+Share-based compensation 
+412,693 
+— 
+— 
+Tax benefit of employee stock options 
+105,284 
+55,360 
+189,474 
+Reversal of the valuation allowance on certain deferred tax assets 
+— 
+— 
+1,762,352 
+Payment of fractional shares on stock split 
+(2,523 
+) 
+— 
+— 
+Common stock dividends 
+12,465,583 
+— 
+5,232,044 
+Balance at end of year 
+30,638,755 
+16,385,210 
+16,045,503 
+Retained Earnings: 
+Balance at beginning of year 
+30,030,652 
+28,328,239 
+31,703,077 
+Net income 
+6,058,965 
+2,550,585 
+2,709,530 
+Dividends paid 
+(1,274,448 
+) 
+(848,172 
+) 
+(828,235 
+) 
+Common stock dividends 
+(12,532,674 
+) 
+— 
+(5,256,133 
+) 
+Balance at end of year 
+22,282,495 
+30,030,652 
+28,328,239 
+Treasury Stock: 
+Balance at beginning of year 
+(6,579,147 
+) 
+(6,548,984 
+) 
+(6,095,755 
+) 
+Purchases of common stock 
+(1,065,500 
+) 
+(30,163 
+) 
+(453,229 
+) 
+Balance at end of year 
+(7,644,647 
+) 
+(6,579,147 
+) 
+(6,548,984 
+) 
+Accumulated Other Comprehensive Income: 
+Balance at beginning of year 
+147,661 
+268,696 
+317,198 
+) 
+Other comprehensive income (loss), net 
+138,808 
+(121,035 
+) 
+(48,502 
+) 
+Balance at end of year 
+286,469 
+147,661 
+268,696 
+Total Shareholders’ Equity 
+$ 
+45,958,342 
+$ 
+40,301,496 
+$ 
+38,408,403 
+The accompanying notes are an integral part of these financial statements. 
+31 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+Years Ended January 31, 2007, 2006 and 2005 
+2007 
+2006 
+2005 
+Cash Flows from Operating Activities: 
+Net Income 
+$ 
+6,058,965 
+$ 
+2,550,585 
+$ 
+2,709,530 
+Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: 
+Depreciation and Amortization 
+1,390,261 
+1,209,296 
+1,228,632 
+Share-based Compensation 
+412,693 
+— 
+— 
+Deferred Income Tax (Benefit) 
+1,740,368 
+(148,703 
+) 
+(1,020,409 
+) 
+Excess Tax Benefit From Share-Based Compensation 
+(105,284 
+) 
+— 
+— 
+Gain on Sale of Real Estate 
+(5,251,707 
+) 
+— 
+— 
+Changes in Assets and Liabilities: 
+Accounts Receivable 
+(1,489,124 
+) 
+(1,271,848 
+) 
+463,080 
+Inventories 
+(1,812,857 
+) 
+(445,491 
+) 
+(254,112 
+) 
+Other 
+353,556 
+31,233 
+250,502 
+Accounts Payable and Accrued Expenses 
+1,040,935 
+572,652 
+(428,648 
+) 
+Income Taxes Payable 
+45,367 
+(90,873 
+) 
+419,240 
+Total Adjustments 
+(3,675,792 
+) 
+(143,734 
+) 
+658,285 
+Net Cash Provided by Operating Activities 
+2,383,173 
+2,406,851 
+3,367,815 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+5,437,367 
+4,763,422 
+3,479,406 
+Purchases of Securities Available for Sale 
+(7,600,067 
+) 
+(7,168,910 
+) 
+(3,725,219 
+) 
+Proceeds from Sale of Real Estate 
+6,100,000 
+— 
+— 
+Additions to Property, Plant and Equipment 
+(2,170,276 
+) 
+(1,035,675 
+) 
+(1,143,943 
+) 
+Net Cash Provided by (Used in) Investing Activities 
+1,767,024 
+(3,441,163 
+) 
+(1,389,756 
+) 
+Cash Flows from Financing Activities: 
+Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans 
+1,283,567 
+286,518 
+529,884 
+Purchases of Treasury Stock 
+(1,065,500 
+) 
+(30,163 
+) 
+(453,229 
+) 
+Excess Tax Benefit from Share-Based Compensation 
+105,284 
+— 
+— 
+Dividends Paid 
+(1,274,448 
+) 
+(848,172 
+) 
+(828,235 
+) 
+Other Financing Activities 
+(2,523 
+) 
+— 
+— 
+Net Cash (Used in) Financing Activities 
+(953,620 
+) 
+(591,817 
+) 
+(751,580 
+) 
+Cash Designated for Real Estate Purchase Transferred to Long Term Investments 
+(3,200,000 
+) 
+— 
+— 
+Net Increase (Decrease) in Cash and Cash Equivalents 
+(3,423 
+) 
+(1,626,129 
+) 
+1,226,479 
+Cash and Cash Equivalents, Beginning of Year 
+4,598,993 
+6,225,122 
+4,998,643 
+Cash and Cash Equivalents, End of Year 
+$ 
+4,595,570 
+$ 
+4,598,993 
+$ 
+6,225,122 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Income Taxes 
+$ 
+1,671,581 
+$ 
+1,095,804 
+$ 
+220,181 
+Non-Cash Items: 
+Demonstration Equipment Transferred from (to) Inventory to (from) Property, Plant and Equipment 
+$ 
+(57,697 
+) 
+$ 
+115,106 
+$ 
+277,801 
+Deposit Held in Escrow on Pending Sale of the Braintree, MA property 
+$ 
+— 
+$ 
+500,000 
+$ 
+— 
+The accompanying notes are an integral part of these financial statements. 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2007 
+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 90 days or less are considered
+to be cash equivalents. Similar investments with original maturities beyond three months are classified as securities available for sale. Cash of $956,832 and $548,143 was held in foreign bank accounts at January 31, 2007 and 2006,
+respectively. 
+Securities Available for Sale: Securities available for sale are carried at fair value based on quoted
+market prices. The difference between cost and fair value, net of related tax effects, is recorded as a component of accumulated other comprehensive income (loss) in shareholders’ equity. 
+Property, Plant and Equipment: Property, plant and equipment are stated at cost less accumulated depreciation. 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). 
+Officer Notes: Amounts due from officers are comprised of unsecured non-interest bearing demand notes for loans made to certain
+officers. The remaining notes are expected to be repaid during fiscal 2008. 
+Long Term Investments: Long term investments
+consist of cash the Company has committed to purchasing real estate as part of the Section 1031 exchange previously disclosed (see Note 14). 
+Revenue Recognition: The majority of the Company’s product sales are recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an
+arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial
+Statements.” When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and EITF 00-21, “Revenue
+Arrangements With Multiple Deliverables”. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative
+fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately. Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When
+other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. All of the Company’s equipment contains embedded operating systems and data management software which is
+included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns
+and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the
+customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales while related shipping and handling costs are included in
+cost of sales. 
+Research and Development Costs: The Company complies with SFAS No. 2 “Accounting for
+Research & Development Costs” by charging any costs to expense when incurred, as well as by disclosing in the financial statements the amount of R&D charged to expense. These charges include: salaries and benefits, external 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+engineering service costs, engineering related information costs and supplies. The Company also complies with SFAS 86, “Accounting for the Costs of
+Computer Software to be Sold, Leased or Otherwise Marketed” and SOP 98-1, “Accounting for Costs of Computer Software Developed or Obtained for Internal Use” for guidance in accounting for the costs of software either developed or
+acquired. 
+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 recorded as a component of accumulated comprehensive income in
+shareholders’ equity. Revenues and expenses are translated at average exchange rates during the year. 
+Advertising: The Company expenses advertising costs as incurred. Such costs of advertising, advertising production, trade shows and other activities are designed to enhance demand for the Company’s products.
+Health Insurance Reimbursement Reserve: The Company reimburses a portion of employee health insurance deductibles and
+co-payments. The total reimbursement amounted to approximately $150,000 and $140,000 in 2007 and 2006, respectively. The Company accrued approximately $106,000 and $47,000 at January 31, 2007 and January 31, 2006, respectively, for estimated
+outstanding reimbursements due to employees. 
+Long-Lived Assets: Long-lived assets to be held and used are reviewed for
+impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the
+asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. 
+Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales,
+earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value.
+Fair values are established using a discounted cash flow methodology. The determination of discounted cash flows is based on the long-range planning forecast. The Company completed its most recent impairment review as of January 31, 2007 and
+determined that goodwill is not impaired. 
+Income Taxes: The Company accounts for income taxes in accordance with SFAS
+No. 109, “Accounting for Income Taxes”. SFAS No. 109 requires that deferred income taxes be determined based on the estimated future tax effects of differences between the tax and book bases of assets and liabilities considering
+the provisions of enacted tax laws. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. At January 31, 2007
+and 2006, the Company provided a valuation allowance on certain of its deferred tax assets for the net operating losses of a foreign subsidiary. 
+Net Income Per Common Share: Net income per common share has been computed and presented pursuant to the provisions of SFAS No. 128, “Earnings per Share”. Basic net income per share is based on the weighted
+average number of shares outstanding during the period. Diluted net income per share is based on the basic weighted average number of shares and potential common shares for stock options outstanding during the period using the treasury stock method.
+Options to purchase 1,830,078, 1,956,694 and 1,912,831 shares of common stock were outstanding at January 31, 2007, 2006 and 2005, respectively. In fiscal years 2007, 2006 and 2005, there were 0, 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+4,125, and 299,750 options that were not included in the computation of diluted net income per common share because their inclusion would be anti-dilutive.
+Stock compensation plans are more fully described in Note 6 herein. 
+January 31, 
+2007 
+2006 
+2005 
+Weighted Average Common Shares Outstanding—Basic 
+6,721,140 
+6,613,576 
+6,612,751 
+Dilutive Effect of Options Outstanding 
+667,861 
+619,245 
+613,815 
+Weighted Average Common Shares Outstanding—Diluted 
+7,389,001 
+7,232,821 
+7,226,566 
+Common Stock Dividends: On May 16, 2006, the Company declared a 5 for 4
+stock split with a record date of June 16, 2006 which was accounted for as a stock dividend and was distributed to shareholders on June 30, 2006. An amount equal to the fair value of the additional shares was transferred from retained
+earnings to additional paid-in capital and common stock as of the declaration date. On April 19, 2004, the Company declared a 10% common stock dividend to shareholders of record on May 4, 2004 that was distributed to shareholders on
+May 26, 2004. An amount equal to the fair value of the additional shares was transferred from Retained Earnings to Additional Paid in Capital and Common Stock as of the declaration date. All per share and weighted average share amounts for all
+prior periods have been restated to reflect the impact of the most recent common stock dividend. 
+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 allowances for doubtful accounts and credits, inventory valuation, impairment of long-lived assets, income taxes 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.
+Allowance for Doubtful Accounts: In circumstances where the Company is aware of a specific customer’s inability to
+meet its financial obligations, an allowance is established. The majority of accounts are individually evaluated on a regular basis and appropriate allowances are established as deemed appropriate. The remainder of the allowance is based upon
+historical write-off experience and current market assessments. 
+Fair Value of Financial Instruments: The Company’s
+financial instruments consist mainly of cash and cash equivalents, securities available for sale, accounts receivable and accounts payable. The carrying amounts of these financial instruments as of January 31, 2007 and 2006 approximate fair
+value. 
+Comprehensive Income: In accordance with SFAS No. 130 “Reporting Comprehensive Income”, the
+Company reports by major components and as a single total the change in net assets during the period from non-owner sources. The consolidated statement of comprehensive income (loss) has been included with the consolidated statement of
+stockholders’ equity. Accumulated other comprehensive income consists of net unrealized gains and losses on available for sale securities and net translation gains and losses on foreign operations. 
+Share-Based Compensation : Prior to February 1, 2006, the Company accounted for employee share-based compensation using the
+intrinsic value method supplemented by pro forma disclosures in accordance with Accounting Principles Board (“APB”) No. 25 and SFAS No. 123, Accounting for Stock-Based Compensation . Under the intrinsic value method the
+Company recognized no compensation expense for employee stock options or shares purchased under the ESPP. Effective February 1, 2006, the Company adopted the provisions of SFAS No. 123(R) under the “modified prospective”
+transition method outlined in the statement. A “modified prospective” transition method is one in which compensation expense is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all
+share-based payments granted after the effective 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that
+remain unvested on the date of adoption. 
+The Company has estimated the fair value of each option grant on the date of grant using the
+Black-Scholes option-pricing model. The volatility assumption is based on the historical weekly price data of the Company’s common stock over a period equivalent to the weighted average expected life of the Company’s options. Management
+evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option
+grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option groups. The risk-free interest rate is based
+on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. 
+Prior to the
+adoption of SFAS 123(R), the Company presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the consolidated statement of cash flows. SFAS 123R requires the cash flow resulting from the tax
+benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as a cash inflow from financing activities and a cash outflow from operating activities. The Company treats
+tax deductions from certain stock option exercises as being realized when they reduce taxes payable in accordance with relevant tax law. 
+Recent
+Accounting Pronouncements: 
+In June 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes-An Interpretation of
+SFAS No. 109”. This interpretation describes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return. This Interpretation requires recognition
+of tax benefits that satisfy a more likely than not threshold. This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This Interpretation will
+become effective for the Company during the first quarter of fiscal 2008. The Company is evaluating the impact this Interpretation will have on its results of operations and financial position. 
+In September 2006, the Securities and Exchange Commission issued SAB No. 108, “Considering the Effects of Prior Year Misstatements
+when Quantifying Current Year Misstatements”. SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The SEC staff
+believes that registrants should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in the quantification of a misstatement that, when all relevant quantitative and qualitative
+factors are considered, is material. The Company adopted SAB 108 for its year ended January 31, 2007. The adoption of SAB 108 did not have an impact on the Company’s consolidated results of operations or financial position. 
+In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a
+framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after
+November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of SFAS No. 157 on its results of operations and financial position. 
+In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of
+SFAS 115” (“SFAS No. 159”). The new statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair
+value. If a company elects the fair value option for an eligible 
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. SFAS No. 159 is effective for
+fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of SFAS No. 159 on our financial position and results of operations. 
+Note 2—Securities Available for Sale 
+Securities available for sale include corporate debt
+securities, governmental obligations and state and municipal securities with various contractual or anticipated maturity dates. Governmental obligations include U.S. Government and Federal Agencies securities. The fair value, amortized cost and
+gross unrealized gains and losses of the securities are as follows: 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2007 
+Auction Rate Securities 
+$ 
+6,725,000 
+$ 
+— 
+$ 
+— 
+$ 
+6,725,000 
+Governmental 
+3,155,639 
+45 
+(76,103 
+) 
+3,079,581 
+State and Municipal 
+2,530,942 
+— 
+(1,458 
+) 
+2,529,484 
+$ 
+12,411,581 
+$ 
+45 
+$ 
+(77,561 
+) 
+$ 
+12,334,065 
+January 31, 2006 
+Auction Rate Securities 
+$ 
+3,550,000 
+— 
+— 
+$ 
+3,550,000 
+Governmental 
+6,662,886 
+1,843 
+(90,004 
+) 
+6,574,725 
+$ 
+10,212,886 
+1,843 
+(90,004 
+) 
+$ 
+10,124,725 
+The cost of securities available for sale is based on specific identification in determining
+realized gains or losses. 
+The expected maturity dates of these securities are as follows: Less than one year—$5,256,378 One to Five
+Years—$818,931; and greater than Five Years—$6,258,756. Actual maturities may differ as a result of sales or earlier issuer redemptions. 
+Note
+3—Inventories 
+Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and
+manufacturing overhead. The components of inventories are as follows: 
+January 31, 
+2007 
+2006 
+Materials and Supplies 
+$ 
+6,848,636 
+$ 
+5,879,486 
+Work-in-Progress 
+1,486,773 
+1,050,910 
+Finished Goods 
+3,059,354 
+2,879,374 
+$ 
+11,394,763 
+$ 
+9,809,770 
+Note 4—Debt 
+The Company has a $3,500,000 unsecured bank line of credit, all of which is currently available. Borrowings under this line of credit bear interest at the bank’s prime rate. This line of credit is scheduled to
+expire on July 1, 2007 and is expected to be renewed at that time. 
+37 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 5 – Share Based Compensation 
+The Company adopted SFAS 123(R) on February 1, 2006 and recognized the following compensation expense during fiscal 2007: 
+Cost of Sales 
+$ 
+78,085 
+Selling, General and Administrative 
+261,169 
+Research and Development 
+73,439 
+Reduction in Pre tax income 
+412,693 
+Income tax effect 
+(52,013 
+) 
+Decrease in Net Income 
+$ 
+360,680 
+Decrease in Net Income per Share—basic 
+$ 
+0.05 
+Decrease in Net Income per Share—diluted 
+$ 
+0.05 
+As of January 31, 2007 there was $720,847 of unrecognized compensation expense related to
+unvested stock options. This expense is to be recognized over a weighted average of 2.1 years. 
+SFAS 123(R) requires the Company to present
+pro forma information for the comparative periods prior to the adoption as if the Company had accounted for all share-based compensation under the fair value method. The following table illustrates the effect on net income and net income per share
+as if the fair value based method had been applied. 
+Year Ended 
+January 31, 
+2006 
+Year Ended 
+January 31, 
+2005 
+Net Income as reported 
+$ 
+2,550,585 
+$ 
+2,709,530 
+Stock-based employee compensation determined under the fair value method, net of tax effects 
+(341,842 
+) 
+(227,709 
+) 
+Pro forma net income 
+$ 
+2,208,743 
+$ 
+2,481,821 
+Net income per common share—diluted 
+As reported 
+$ 
+0.35 
+$ 
+0.37 
+Pro forma 
+$ 
+0.31 
+$ 
+0.34 
+Note 6—Shareholders’ Equity 
+Common Stock: The Company repurchased 100,000, 3,384 and 51,027 shares of its common stock for $1,065,500, $30,163 and $453,229 in
+fiscal 2007, 2006 and 2005, respectively. The Company’s Board of Directors has authorized the purchase of up to an additional 447,589 shares of the Company’s common stock on the open market in the future as of January 31, 2007.
+The Company maintains the following benefit plans involving the Company’s common stock: 
+Stock Option Plans: As of January 31, 2007, the Company has one incentive stock option plan and one non-qualified stock option
+plan under which options may be granted to officers and key employees. Options now vest over four years. Options for an aggregate of 1,718,750 shares may be granted under the incentive stock option plan at option prices of not less than fair market
+value at the date of grant. Options for an aggregate of 1,375,000 shares may be granted under the non-qualified plan at option prices of not less than 50% of fair market value at the date of grant. 
+38 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Summarized option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2004 
+1,784,544 
+$ 
+2.40–9.59 
+$ 
+4.46 
+Options Granted 
+315,563 
+$ 
+7.06–8.73 
+$ 
+8.70 
+Options Exercised 
+(132,276 
+) 
+$ 
+2.40–7.46 
+$ 
+3.82 
+Options Expired 
+(55,000 
+) 
+$ 
+7.46–8.73 
+$ 
+7.82 
+Options Outstanding, January 31, 2005 
+1,912,831 
+$ 
+2.40– 9.59 
+$ 
+5.07 
+Options Granted 
+109,750 
+$ 
+6.77–8.73 
+$ 
+6.84 
+Options Exercised 
+(51,012 
+) 
+$ 
+2.40–8.73 
+$ 
+5.14 
+Options Expired 
+(14,875 
+) 
+$ 
+6.77–8.73 
+$ 
+7.94 
+Options Outstanding, January 31, 2006 
+1,956,694 
+$ 
+2.40–9.59 
+$ 
+5.18 
+Options Granted 
+132,500 
+$ 
+7.93–7.93 
+$ 
+7.93 
+Options Exercised 
+(243,147 
+) 
+$ 
+2.40–6.77 
+$ 
+5.17 
+Options Expired 
+(15,969 
+) 
+$ 
+6.14–8.73 
+$ 
+7.63 
+Options Outstanding, January 31, 2007 
+1,830,078 
+$ 
+2.40–9.59 
+$ 
+5.36 
+Options Exercisable, January 31, 2007 
+1,484,779 
+$ 
+2.40–9.59 
+$ 
+4.74 
+Options Exercisable, January 31, 2006 
+1,633,943 
+$ 
+2.40–9.59 
+$ 
+4.60 
+Options Exercisable, January 31, 2005 
+1,613,081 
+$ 
+2.40–9.59 
+$ 
+4.40 
+Set forth below is a summary of options outstanding at January 31, 2007: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$2.40-$3.59 
+685,603 
+$3.04 
+4yrs 
+685,603 
+$3.04 
+$4.27-$6.14 
+633,201 
+$5.61 
+2yrs 
+633,621 
+$5.61 
+$6.73-$9.59 
+511,274 
+$8.16 
+8yrs 
+165,555 
+$8.48 
+1,830,078 
+1,484,779 
+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. 
+Years Ended January 31, 
+2007 
+2006 
+2005 
+Risk-free interest rate 
+3.8 
+% 
+3.43 
+% 
+3.10 
+% 
+Expected life (years) 
+5 
+5 
+5 
+Expected volatility 
+52.2 
+% 
+57.9 
+% 
+59.0 
+% 
+Forfeiture rate 
+3.0 
+% 
+0.0 
+% 
+0.0 
+% 
+Expected dividend yield 
+1.6 
+% 
+1.7 
+% 
+1.4 
+% 
+39 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The weighted average grant date fair value of options granted during fiscal 2007, 2006 and 2005 was
+$3.45, $3.14 and $4.58, respectively. As of January 31, 2007 there was $720,847 of unrecognized compensation expense related to the unvested stock options granted under the plans. The expense is to be recognized over a weighted average of 2.1
+years. 
+As of January 31, 2007 the aggregate intrinsic value (the aggregate difference between the closing stock price of the
+Company’s common stock on January 31, 2007 and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $8,425,350 for all exercisable options and $9,259,181
+for all options outstanding. The weighted average remaining contractual term for these options are 3.6 years for options that are exercisable and 4.4 years for all options outstanding. The total aggregate intrinsic value of options exercised during
+fiscal 2007 was $1,276,730. 
+At January 31, 2007 options covering 265,740 shares under the incentive plan and 396,660 under the
+non-qualified plan were available for grant. 
+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 247,500 shares were initially reserved for issuance under the Plan. Summarized plan activity is as
+follows: 
+Years Ended January 31, 
+2007 
+2006 
+2005 
+Shares Reserved, Beginning 
+106,312 
+109,648 
+113,036 
+Shares Purchased 
+(3,068 
+) 
+(3,336 
+) 
+(3,388 
+) 
+Shares Reserved, Ending 
+103,244 
+106,312 
+109,648 
+Employee Stock Ownership Plan: The Company has an Employee Stock Ownership Plan
+(ESOP) providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’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 $80,000, $0 and $0 in fiscal 2007, 2006 and 2005, respectively. All shares owned by the ESOP have been allocated to participants. 
+Note 7—Income Taxes 
+The components of domestic
+and foreign income before the provision for income taxes are as follows: 
+Years Ended January 31, 
+2007 
+2006 
+2005 
+Domestic 
+$ 
+8,276,724 
+$ 
+1,931,304 
+$ 
+1,711,668 
+Foreign 
+1,348,393 
+1,470,910 
+1,055,443 
+Total 
+$ 
+9,625,117 
+$ 
+3,402,214 
+$ 
+2,767,111 
+40 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The components of the provision for income taxes are as follows: 
+Years Ended January 31, 
+2007 
+2006 
+2005 
+Current: 
+Federal 
+$ 
+1,008,275 
+$ 
+303,866 
+$ 
+530,697 
+State 
+334,794 
+161,474 
+11,989 
+Foreign 
+482,715 
+534,992 
+535,304 
+1,825,784 
+1,000,332 
+1,077,990 
+Deferred: 
+Federal 
+1,684,524 
+(137,379 
+) 
+(882,676 
+) 
+State 
+117,071 
+(11,324 
+) 
+(137,733 
+) 
+Foreign 
+(61,227 
+) 
+— 
+— 
+1,740,368 
+(148,703 
+) 
+(1,020,409 
+) 
+$ 
+3,566,152 
+$ 
+851,629 
+$ 
+57,581 
+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, 
+2007 
+2006 
+2005 
+Income Tax Provision at Statutory Rate 
+$ 
+3,272,540 
+$ 
+1,156,752 
+$ 
+940,818 
+State Taxes, Net of Federal Income Tax Benefits 
+298,231 
+99,099 
+(82,991 
+) 
+Change in Valuation Allowance 
+60,957 
+— 
+(1,092,415 
+) 
+Reversal of Reserves No Longer Required 
+(231,534 
+) 
+(361,000 
+) 
+— 
+Other, Net 
+165,958 
+(43,222 
+) 
+292,169 
+$ 
+3,566,152 
+$ 
+851,629 
+$ 
+57,581 
+In the third quarter of fiscal 2007, the Company recorded a $231,534 favorable adjustment related
+to differences between the prior year tax provision and the actual tax return as filed primarily relating to additional foreign tax credits, R&D credits and lower state income taxes. In the third quarter of fiscal 2006, the Company recorded a
+$361,000 reversal of tax reserves related to the favorable resolution of certain income tax examinations. 
+41 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The tax effects of temporary differences, carryforwards and the deferred gain on the sale of the
+Braintree property which gave rise to significant portions of deferred tax assets and liabilities in the accompanying consolidated balance sheets are as follows: 
+January 31, 
+2007 
+2006 
+Deferred Tax Assets: 
+Net Operating Loss Carryforward 
+$ 
+275,580 
+$ 
+214,623 
+Inventory Reserves 
+1,083,491 
+1,075,777 
+R&D Credits 
+462,364 
+994,059 
+Vacation Accrual 
+335,194 
+254,399 
+Foreign Tax Credits 
+152,760 
+364,105 
+Deferred Service Contract Revenue 
+311,027 
+250,156 
+Reserve for Doubtful Accounts 
+194,327 
+166,778 
+Other 
+591,409 
+439,598 
+3,406,152 
+3,759,495 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+629,620 
+650,568 
+Deferred Tax Gain on Sale of Real Estate 
+1,270,598 
+— 
+Other 
+509,332 
+411,705 
+2,409,550 
+1,062,273 
+Subtotal 
+996,602 
+2,697,222 
+Valuation Allowance 
+(275,580 
+) 
+(214,623 
+) 
+Net Deferred Tax Assets 
+$ 
+721,022 
+$ 
+2,482,599 
+Compliance with SFAS 109 requires the Company to periodically evaluate the necessity of
+establishing or increasing a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related benefit will be recognized in future periods. In fiscal 2003, as required by SFAS No. 109, the Company
+established a full valuation allowance on its net deferred tax asset as a result of the uncertainty as to whether these deferred tax assets would “more likely than not” be realized in the future. Based on the facts and circumstances at
+that time it was determined that a full valuation allowance was required and it was stated that until an appropriate level of profitability could be sustained no tax benefits would be realized. As of the first quarter of fiscal 2005, the Company
+reversed approximately $2,701,352 of its valuation allowance on its deferred tax asset with a $939,000 credit to the fiscal 2005 tax provision and a $1,762,352 credit to Additional Paid in Capital. The Company believed an appropriate level of
+profitability had been established and maintained that it is more likely than not the deferred tax assets will be realized in the future. The Company made this determination based on a review of the facts and circumstances as of May 1, 2004.
+This review consisted of an analysis of the Company’s performance, the market environment in which the Company currently operates, the length of the carryforward periods, the existing sales backlog and the future sales projections. The
+valuation allowance relates to the Company’s wholly owned subsidiary Astro-Med SRL. At January 31, 2007 this subsidiary has an $835,000 net operating loss carryforward that can be carried forward indefinitely. The future tax benefits of
+this net operating loss carryforward is uncertain because it is limited to future annual taxable income of the subsidiary. 
+During fiscal
+2007 and 2006, the Company received proceeds from the exercise of employee stock options. The majority of the stock acquired upon exercise of employee stock options was sold in disqualified dispositions for tax purposes. Disqualified dispositions of
+stock acquired upon exercise by employee stock options provide 
+42 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+the Company a tax benefit that is treated differently for book and tax purposes. For book purposes, the tax benefit is recorded in Additional Paid-in-Capital
+(APIC) in Shareholders’ Equity. For tax purposes, the tax benefit is a valid deduction that lowers the Company’s current income tax payable. For book purposes, $105,284, $55,360 and $189,474 of the tax benefit was recognized in APIC in
+fiscal 2007, 2006 and 2005, respectively. The Company records foreign translation adjustments and unrealized gains and losses on Securities Available for Sale as a component of Other Comprehensive Income. During fiscal 2007 and 2006, the Company
+recorded a tax expense of $62,035 and a tax benefit of $61,663, respectively, to Other Comprehensive Income related to these items. 
+Note 8—Leases
+and Other Contractual Obligations 
+Minimum payments under noncancellable operating leases at January 31, 2007 were as follows:
+Year Ending January 31, 
+2008 
+$ 
+389,252 
+2009 
+322,739 
+2010 
+277,738 
+2011 
+234,778 
+2012 and Thereafter 
+218,766 
+Minimum Lease Payments 
+$ 
+1,443,273 
+The Company incurred rent expense in the amount of $604,586, $485,311 and $457,805 for the fiscal
+years 2007, 2006 and 2005, respectively. 
+The Company has purchase obligations in the amount of $4,652,154 due within one year for goods
+and services with defined terms as to price, quantity, delivery and termination liability. 
+Note 9—Nature of Operations, Segment Reporting and
+Geographical 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, neuropsychological instrumentation systems and consumable 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 reports three reporting segments consistent with its sales product groups: Test & Measurement (T&M); QuickLabel Systems (QuickLabel) and Grass Technologies (GT).
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the
+aerospace, automotive, metal mill, power and telecommunications industries. QuickLabel produces an array of high-technology digital label printers, automatic labelers, print and apply systems, labeling software and consumables for a variety of
+commercial industries worldwide. GT produces a range of instrumentation equipment and supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG – Sleep Monitoring) and biomedical research applications used
+worldwide by universities, medical centers and companies engaged in a variety of clinical and research activities. The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies
+herein. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+Business is conducted 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 
+43 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+the United States are conducted 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. 
+The following
+tables summarizes selected financial information by segment: 
+(in thousands) 
+Sales 
+Segment Operating Profit (Loss) 
+Segment 
+Operating Profit 
+(Loss) % 
+2007 
+2006 
+2005 
+2007 
+2006 
+2005 
+2007 
+2006 
+2005 
+T&M 
+$ 
+15,695 
+$ 
+11,467 
+$ 
+11,082 
+$ 
+2,592 
+$ 
+331 
+$ 
+(170 
+) 
+16.5 
+% 
+2.9 
+% 
+(1.5 
+)% 
+QuickLabel 
+31,121 
+29,698 
+28,420 
+1,248 
+2,874 
+3,760 
+4.0 
+% 
+9.7 
+% 
+13.2 
+% 
+GT 
+18,703 
+18,136 
+16,473 
+3,109 
+2,906 
+1,800 
+16.6 
+% 
+16.0 
+% 
+10.9 
+% 
+Total 
+$ 
+65,519 
+$ 
+59,301 
+$ 
+55,975 
+$ 
+6,949 
+$ 
+6,111 
+$ 
+5,390 
+10.6 
+% 
+10.3 
+% 
+9.6 
+% 
+Corporate Expenses 
+3,460 
+2,956 
+2,820 
+Gain on Sale of Real Estate, net 
+5,252 
+— 
+— 
+Operating Income 
+8,741 
+3,155 
+2,570 
+Other Income and Expense, net 
+884 
+247 
+197 
+Income Before Income Taxes 
+9,625 
+3,402 
+2,767 
+Income Taxes Provision 
+3,566 
+851 
+57 
+Net Income 
+$ 
+6,059 
+$ 
+2,551 
+$ 
+2,710 
+Presented below is selected information by segment: 
+(in thousands) 
+Amortization and 
+Depreciation 
+Capital Expenditures 
+2007 
+2006 
+2005 
+2007 
+2006 
+2005 
+T&M 
+$ 
+397 
+$ 
+319 
+$ 
+349 
+$ 
+701 
+$ 
+365 
+$ 
+307 
+QuickLabel 
+603 
+516 
+474 
+750 
+399 
+561 
+GT 
+390 
+374 
+406 
+719 
+271 
+276 
+Total 
+$ 
+1,390 
+$ 
+1,209 
+$ 
+1,229 
+$ 
+2,170 
+$ 
+1,035 
+$ 
+1,144 
+Presented below are selected assets by segment: 
+(in thousands) 
+Assets 
+2007 
+2006 
+T&M 
+$ 
+9,630 
+$ 
+6,951 
+QuickLabel 
+16,424 
+15,139 
+GT 
+8,288 
+8,659 
+Corporate* 
+23,659 
+18,898 
+Total 
+$ 
+58,001 
+$ 
+49,647 
+* 
+Corporate assets consist of cash, investments, income tax accounts and miscellaneous fixed assets. 
+44 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Presented below is selected financial information by geographic area: 
+(in thousands) 
+Sales 
+Long-Lived Assets 
+2007 
+2006 
+2005 
+2007 
+2006 
+United States 
+$ 
+47,504 
+$ 
+41,417 
+$ 
+38,937 
+$ 
+9,408 
+$ 
+8,781 
+Europe 
+11,688 
+11,746 
+11,098 
+835 
+563 
+Canada 
+2,217 
+2,548 
+2,336 
+58 
+93 
+Asia 
+2,366 
+1,948 
+1,557 
+— 
+— 
+Central and South America 
+1,077 
+1,102 
+1,292 
+— 
+— 
+Other 
+667 
+540 
+755 
+— 
+— 
+Total 
+$ 
+65,519 
+$ 
+59,301 
+$ 
+55,975 
+$ 
+10,301 
+$ 
+9,437 
+Included in Long-Lived Assets is goodwill assigned to the following segments: T&M $0.7 million
+and GT $1.6 million at January 31, 2007 and 2006, respectively. 
+Note 10—Profit-Sharing Plan 
+Along with the ESOP described in Note 6, the Company sponsors a Profit-Sharing Plan (the “Plan”) which provides retirement benefits to all
+eligible employees. 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 $162,328, $152,500 and $154,200
+in fiscal 2007, 2006 and 2005, respectively. 
+Note 11—Product Warranty Liability 
+The Company offers a one-year warranty for the majority of its products. The specific terms and conditions of warranties vary depending upon the product
+sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited warranty, including parts and labor. The Company estimates the costs based on historical claims experience and records
+a liability in the amount of such estimates at the time product revenue is recognized. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Activity in the Company’s product
+warranty liability during the years ended January 31, 2007, 2006, and 2005, respectively, are as follows: 
+2007 
+2006 
+2005 
+Balance, beginning of the period 
+$ 
+238,642 
+$ 
+208,642 
+$ 
+176,000 
+Warranties issued during the period 
+560,983 
+395,265 
+397,362 
+Settlements made during the period 
+(444,724 
+) 
+(365,265 
+) 
+(364,720 
+) 
+Balance, end of the period 
+$ 
+354,901 
+$ 
+238,642 
+$ 
+208,642 
+Note 12—Concentration of Credit Risk 
+The Company generally extends credit on an uncollateralized basis to almost all customers after review of credit worthiness. Concentration of credit and
+geographic risk with respect to accounts receivable is limited due 
+45 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs credit
+evaluations of its customers. At January 31, 2007 and 2006, no single customer accounted for more than 10% of net sales. The Company has not historically experienced significant credit losses on customers’ accounts. 
+The Company invests its excess cash principally in investment grade government and corporate debt securities. The Company has established guidelines
+relative to diversification and maturities that maintain safety pf principal, liquidity and yield. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not historically experienced any
+significant losses on its cash equivalents or short-term investments. 
+Note 13—Commitments and Contingencies 
+The Company is subject to contingencies, including legal proceedings and claims arising in the normal course of business that cover a wide range of
+matters including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+The Company accrues for direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a
+liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued have been estimated and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and
+outcomes. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts
+provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company. It is possible, however, that future results of operations for any particular future period
+could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+Note 14—Subsequent Events 
+On March 13, 2007, the Company completed the acquisition of certain real property
+located in Rockland, Massachusetts constituting approximately 86,933 square feet of land (the “Property”) for the purchase price of $3,150,000 which was paid by the Company in cash at the closing. The purchase of the Property by the
+Company consummates its tax free like-kind exchange under Section 1031 of the Internal Revenue Code initiated with the Company’s sale of the facility located in Braintree, Massachusetts on September 19, 2006. 
+On March 16, 2007 the Company’s allowable time to complete a tax free like-kind exchange under Section 1031 of the Internal Revenue Code
+expired. Prior to this expiration date the Company purchased the Rockland Massachusetts property it was leasing as described above for approximately $3,150,000 and also the land immediately adjacent to its West Warwick location for approximately
+$200,000. 
+46 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2007 
+$ 
+511,648 
+$ 
+105,000 
+$ 
+(28,140 
+) 
+$ 
+588,508 
+2006 
+$ 
+523,859 
+$ 
+89,995 
+$ 
+(102,206 
+) 
+$ 
+511,648 
+2005 
+$ 
+367,194 
+$ 
+142,358 
+$ 
+14,307 
+$ 
+523,859 
+(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. 
+47
\ No newline at end of file
diff --git a/raw/filings/0000008146/2006/0001193125-07-081629/filing_metadata.csv b/raw/filings/0000008146/2006/0001193125-07-081629/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..d24216ff15376ed294dfc91afd6604955a3c4f2d
--- /dev/null
+++ b/raw/filings/0000008146/2006/0001193125-07-081629/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000008146,ALOT,"AstroNova, Inc.",10-K,2007-04-16,2007-01-31,2007-04-16T18:17:13.000Z,0001193125-07-081629,d10k.htm,FORM 10-K,766008,0,0,https://www.sec.gov/Archives/edgar/data/8146/000119312507081629/d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312507081629/,2006,2006,1
diff --git a/raw/filings/0000008146/2006/0001193125-07-081629/item1.txt b/raw/filings/0000008146/2006/0001193125-07-081629/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..21df3e6f8ec1d4588115133a005ddf17eed93355
--- /dev/null
+++ b/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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2006/0001193125-07-081629/item13.txt b/raw/filings/0000008146/2006/0001193125-07-081629/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..39b870377672b6dec939c204adcc25b6401e6f15
--- /dev/null
+++ b/raw/filings/0000008146/2006/0001193125-07-081629/item13.txt
@@ -0,0 +1,3 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2006/0001193125-07-081629/item9a.txt b/raw/filings/0000008146/2006/0001193125-07-081629/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..88df28cd8b3d7cf98635d1d5c766a4f8a05d652a
--- /dev/null
+++ b/raw/filings/0000008146/2006/0001193125-07-081629/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 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 
+Table of Contents
\ No newline at end of file
diff --git a/raw/filings/0000008146/2006/0001193125-07-081629/rp_note.txt b/raw/filings/0000008146/2006/0001193125-07-081629/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2006/0001193125-07-081629/rpt_disclosure.txt b/raw/filings/0000008146/2006/0001193125-07-081629/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dbb57fdc9822e360c1eaeb31c0f2f2fffd576e26
--- /dev/null
+++ b/raw/filings/0000008146/2006/0001193125-07-081629/rpt_disclosure.txt
@@ -0,0 +1,15 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2007/0001193125-08-082816/filing.txt b/raw/filings/0000008146/2007/0001193125-08-082816/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d84a77c340c13933f2ec0bce7daf3f1220c6aa1
--- /dev/null
+++ b/raw/filings/0000008146/2007/0001193125-08-082816/filing.txt
@@ -0,0 +1,3495 @@
+10-K
+1
+d10k.htm
+FORM 10-K
+FORM 10-K 
+Table of Contents 
+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, 2008 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from to
+Commission file number 0-13200 
+Astro-Med, Inc.
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(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: 
+Title of each class 
+Name of each exchange 
+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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
+Act. Yes ¨ No x 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No 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 x No ¨ 
+Indicate by checkmark 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 the Registrant’s knowledge, in definitive proxy or information statement 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
+reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
+Large accelerated filer ¨ 
+Accelerated filer ¨ 
+Non-accelerated filer ¨ 
+Smaller reporting company x 
+(Do not check if a smaller reporting company) 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
+Exchange Act): Yes ¨ No x 
+As of August 3, 2007, the aggregate market value of the voting common equity of the Registrant held by non-affiliates of the Registrant, based on the closing price on the Nasdaq Global Market was $47,900,025.
+As of April 4, 2008 there were 6,992,191 shares of common stock (par value $0.05 per share) of the Registrant issued and outstanding.
+DOCUMENTS INCORPORATED BY REFERENCE 
+Portions of the Company’s definitive proxy statement for the 2008 annual meeting of shareholders are incorporated by reference into Part III. See pages 20 through 22 for the exhibit index. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-6 
+Item 1A. 
+Risk Factors 
+6-8 
+Item 1B. 
+Unresolved Staff Comments 
+8 
+Item 2. 
+Properties 
+8 
+Item 3. 
+Legal Proceedings 
+8 
+Item 4. 
+Submission of Matters to a Vote of Security Holders 
+8 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+9-11 
+Item 6. 
+Selected Financial Data 
+11 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+12-20 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+20 
+Item 8. 
+Financial Statements and Supplementary Data 
+21 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+21 
+Item 9A(T). 
+Controls and Procedures 
+21 
+Item 9B. 
+Other Information 
+22 
+PART III 
+Item 10. 
+Directors, Executive Officers and Corporate Governance 
+22-23 
+Item 11. 
+Executive Compensation 
+23 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 
+23 
+Item 13. 
+Certain Relationships, Related Transactions and Director Independence 
+24 
+Item 14. 
+Principal Accountant Fees and Services 
+24 
+PART IV 
+Item 15. 
+Exhibits, Financial Statement Schedules 
+24-25 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+PART I 
+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 30% of the Company’s sales in fiscal 2008 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 military standards 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 Lockheed 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, Dash 32HF 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, the ZEO inkjet printer which was introduced in fiscal 2008,
+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 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 its products
+and certain finished products from sole sources. 
+Product Development 
+The Company maintains an active program of product research and development. During fiscal 2008, 2007 and 2006, the Company incurred costs of $4,589,022, $4,187,018, and $4,042,710, 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 2009 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 and
+Germany. In the remaining parts of the world, the Company utilizes approximately 80 independent dealers and representatives selling and marketing its products in about 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 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 2008, 2007 and 2006,
+net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $21,892,000, $18,015,000, and $17,884,000, 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, 2008 and 2007 was $6,913,000 and $5,959,000, 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
+certain individual 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 $438,000 a year for the Company’s last five fiscal years. 
+As of January 31, 2008, the Company employed approximately 396 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. 
+Item 1A. Risk Factors 
+Investing in our common stock involves a degree of risk. The risks
+and uncertainties described below are not the only risks facing our Company. Additional risks and uncertainties may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of
+operations would likely suffer. 
+Astro-Med competes in highly competitive markets which are likely to become more competitive . The
+markets for our products are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. Current competitors or new market entrants may develop new products with features that could adversely
+affect the competitive position of our products. We may not be successful in selecting, developing, manufacturing and marketing new products or enhancing our existing products or in responding effectively to technological changes, new standards or
+product announcements by competitors. The timely availability of new products and enhancements, and their acceptance by customers are important to our future success. Delays in such availability or a lack of market acceptance could have an adverse
+effect on our business. Additionally, there may be technological innovation that eliminates or reduces the needs for our products. 
+6 
+Table of Contents 
+Astro-Med could incur liabilities as a result of installed product failures due to design or
+manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These defects could result in product returns or recalls and loss or delay in market acceptance which could have a material
+adverse effect on our business, operating results or financial condition. 
+Astro-Med sells a significant portion of its products
+internationally. We sell our products worldwide through several foreign locations and distributors. Our worldwide operations are subject to the risks normally associated with foreign operations including, but not limited to: 
+• 
+Customer and vendor financial stability; 
+• 
+Volatility in general world economic conditions; 
+• 
+The disruption of markets; 
+• 
+Changes in export or import laws; 
+• 
+Restrictions on currency exchanges; 
+• 
+Longer payment terms; and 
+• 
+The modification or introduction of government policies with potentially adverse effects. 
+International sales, which are both direct and indirect sales to customers outside the U.S. accounted for approximately 30% of our sales in fiscal 2008.
+We anticipate that international sales will continue to account for a significant portion of our revenue. We invoice our customers in various currencies. Therefore, we may be exposed to exchange losses based upon currency exchange rate fluctuations,
+which losses could have a material adverse effect on our operating results. 
+Astro-Med depends on the ongoing service of its senior
+management and ability to attract and retain other key personnel. Our success depends to a significant degree upon the continuing contributions of key management, sales, marketing, research and development and manufacturing personnel, many of
+whom we would have difficulty replacing. We believe that our future success will depend in large part upon our ability to attract and retain highly skilled engineers and management, sales and marketing personnel. Failure to attract and retain key
+personnel could have a material adverse effect on our business, operating results or financial position. 
+Astro-Med cannot provide any
+assurance that current laws, or any laws enacted in the future, will not have a material adverse effect on our business. Our operations are subject to laws, rules, regulations, including environmental regulations, government policies and other
+requirements in each of the jurisdictions in which we conduct business. Changes in laws, rules, regulations, policies or requirements could result in the need to modify our products and could affect the demand for our products, which may have an
+adverse impact on our future operating results. In addition, we must comply with new regulations restricting our ability to include lead and certain other substances in our products. If we do not comply with applicable laws, rules and regulations we
+could be subject to costs and liabilities and our business may be adversely impacted. 
+Astro-Med relies on sole source suppliers that
+may result in product delays or price increases. We currently obtain certain components of our products and certain finished products from sole sources. In the future, our suppliers may not be able to meet our demand for components and products
+in a timely and cost effective manner. Our inability to secure and qualify alternative sources of supply in a timely manner may disrupt our ability to fulfill customer orders. 
+Astro-Med spends a significant amount of time and effort related to the development of our Ruggedized and Color Printer products. Failure to
+further develop these products and markets as anticipated could adversely affect our growth. 
+7 
+Table of Contents 
+Astro-Med sells medical equipment to customers who rely on certain third party reimbursement
+rates. We cannot be certain that third party reimbursement rates and policies will continue in the future. Any change in reimbursement rates and policies could impact our business. 
+Our investments in auction rate securities are subject to risks that may cause losses and affect the liquidity of these investments. As of January
+31, 2008, we held $6,250,000 of auction rate securities classified as short-term investments. With the liquidity issues experienced in global credit and capital markets, auctions of some of the auction rate securities that we hold failed subsequent
+to January 31, 2008. If the uncertainties in the credit and capital market continue, these markets deteriorate further or the various rating agencies downgrade any of the auction rate securities that we hold, we may be required to write-down the
+value of these investments. 
+Item 1B. Unresolved Staff Comments 
+None 
+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. 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Warwick, RI 
+126,000 
+Corporate headquarters, research and development, manufacturing, sales and service 
+Rockland, MA 
+36,000 
+Manufacturing, sales and service 
+Slough, England 
+1,700 
+Sales and service 
+The Company also leases facilities in four locations. The following information pertains to each
+location: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+Rodgau, Germany 
+5,435 
+Manufacturing, sales and service 
+Longueuil, Quebec, Canada 
+3,800 
+Sales and service 
+Trappes, France 
+2,164 
+Sales and service 
+Schaumburg, IL 
+1,131 
+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. During fiscal 2008, the Company began an expansion of its facility located in West Warwick, RI. 
+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. 
+8 
+Table of Contents 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder’s Matters and Issuer Purchases of Equity Securities 
+The Company’s common stock trades on The NASDAQ Global 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. 
+Years Ended January 31, 
+High 
+Low 
+Dividends 
+Per Share 
+2008 
+First Quarter 
+$ 
+11.94 
+$ 
+10.48 
+$ 
+0.05 
+Second Quarter 
+$ 
+12.08 
+$ 
+9.11 
+$ 
+0.05 
+Third Quarter 
+$ 
+10.68 
+$ 
+8.38 
+$ 
+0.05 
+Fourth Quarter 
+$ 
+10.29 
+$ 
+8.40 
+$ 
+0.05 
+2007 
+First Quarter 
+$ 
+9.40 
+$ 
+7.82 
+$ 
+0.05 
+Second Quarter 
+$ 
+10.45 
+$ 
+8.72 
+$ 
+0.05 
+Third Quarter 
+$ 
+10.70 
+$ 
+9.80 
+$ 
+0.05 
+Fourth Quarter 
+$ 
+10.67 
+$ 
+9.59 
+$ 
+0.05 
+The Company had approximately 394 shareholders of record as of April 4, 2008, which does not
+reflect shareholders with beneficial ownership in shares held in nominee name. 
+9 
+Table of Contents 
+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, 2008. The University of Chicago’s Center for Research in Security Pricing (CRSP) total return index is
+calculated using all companies trading on the NASDAQ Global Select, NASDAQ Global Market and the NASDAQ Capital Market listing through January 31, 2008. It includes both domestic and foreign companies. The index is weighted by the 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 $100 invested on February 1, 2003 with reinvestment of dividends. 
+2003 
+2004 
+2005 
+2006 
+2007 
+2008 
+Astro-Med, Inc 
+$ 
+100.00 
+432.44 
+306.47 
+338.41 
+433.62 
+412.29 
+Nasdaq Electronic Components 
+$ 
+100.00 
+197.43 
+142.17 
+157.66 
+164.79 
+156.13 
+Nasdaq US and Foreign Index 
+$ 
+100.00 
+157.46 
+157.32 
+177.50 
+190.97 
+186.45 
+Shareholder Services 
+Shareholders 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-MEDINC . COM . We make available free of charge on our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports
+filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 the “Exchange Act” as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These
+filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Dividend Policy 
+The Company began a program of paying quarterly cash dividends in fiscal 1992. The Company anticipates that it will continue to pay comparable cash
+dividends on a quarterly basis. The Company has paid a dividend for 66 consecutive quarters. During the first quarter of fiscal 2009 the Company announced an increase to its quarterly dividend to $.06 per share. 
+10 
+Table of Contents 
+Stock Repurchases 
+On August 16, 2004, the Company announced that its Board of Directors had approved the repurchase of 600,000 shares of common stock. This is an ongoing authorization without any expiration date. 
+During the fourth quarter of fiscal 2008, the Company made the following repurchases of its common stock: 
+Total Number 
+of Shares 
+Repurchased 
+Average 
+Price paid 
+Per Share 
+Total Number of 
+Shares Purchased as 
+Part of Publicly 
+Announced Plans or 
+Programs(a) 
+Maximum Number 
+of Shares That 
+May Be Purchased 
+Under The Plans 
+or Programs(a) 
+November 4 – December 1 
+— 
+$ 
+— 
+— 
+447,589 
+December 2 – December 29 
+55,300 
+$ 
+8.68 
+55,300 
+392,289 
+December 30 – January 31 
+— 
+$ 
+— 
+— 
+392,289 
+Item 6. Selected Financial Data 
+(Dollars in Thousands, Except Per Share Amounts) 
+2008 
+2007 
+2006 
+2005 
+2004 
+Results of Operations: 
+Net Sales 
+$ 
+72,371 
+$ 
+65,519 
+$ 
+59,301 
+$ 
+55,975 
+$ 
+55,781 
+Cost of Sales 
+41,260 
+38,521 
+34,643 
+32,929 
+32,792 
+Gross Profit 
+31,111 
+$ 
+26,998 
+$ 
+24,658 
+$ 
+23,046 
+$ 
+22,989 
+Selling, General and Administrative 
+21,808 
+19,321 
+17,460 
+16,430 
+15,673 
+Research & Development 
+4,589 
+4,187 
+4,043 
+4,046 
+3,686 
+Restructuring and Impairment (Credits) Charges 
+515 
+— 
+— 
+— 
+(15 
+) 
+Operating Expenses 
+26,912 
+23,508 
+21,503 
+20,476 
+19,344 
+Gain on Sale of Real Estate, Net of Related Costs 
+— 
+5,252 
+— 
+— 
+— 
+Operating Income 
+4,199 
+8,742 
+3,155 
+2,570 
+3,645 
+Investment Income 
+611 
+649 
+337 
+416 
+202 
+Other, Net 
+244 
+234 
+(90 
+) 
+(219 
+) 
+(63 
+) 
+Income before Income Taxes 
+5,054 
+9,625 
+3,402 
+2,767 
+3,784 
+Income Tax Provision 
+744 
+3,566 
+851 
+57 
+567 
+Net Income 
+$ 
+4,310 
+$ 
+6,059 
+$ 
+2,551 
+$ 
+2,710 
+$ 
+3,217 
+Per Share: 
+Net Income per Common Share—Basic 
+$ 
+0.63 
+$ 
+0.90 
+$ 
+0.39 
+$ 
+0.41 
+$ 
+0.53 
+Net Income per Common Share—Diluted 
+$ 
+0.57 
+$ 
+0.82 
+$ 
+0.35 
+$ 
+0.37 
+$ 
+0.48 
+Dividends Declared per Common Share 
+$ 
+0.20 
+$ 
+0.20 
+$ 
+0.13 
+$ 
+0.13 
+$ 
+0.13 
+Financial Condition: 
+Working Capital 
+$ 
+39,411 
+$ 
+34,294 
+$ 
+31,222 
+$ 
+29,268 
+$ 
+24,499 
+Total Assets 
+$ 
+61,699 
+$ 
+58,001 
+$ 
+49,647 
+$ 
+47,039 
+$ 
+42,065 
+Long-Term Debt 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Shareholders’ Equity 
+$ 
+49,355 
+$ 
+45,958 
+$ 
+40,301 
+$ 
+38,408 
+$ 
+34,547 
+11 
+Table of Contents 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad
+range of products that acquire, store, analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It
+markets and sells its products and services through three business segments including: 
+Test and Measurement Product Group (T&M)
+represents a suite of telemetry recorder products sold to the aerospace and defense industries, as well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including paper, energy,
+automotive and steel fabrication. In addition, T&M also includes a suite of ruggedized printer products designed for military and commercial applications to be used in the avionics industry to print weather maps, communications and other flight
+critical information. 
+QuickLabel Systems Product Group (QuickLabel) offers hardware, software and media products that create on demand
+color labels, store the images and produce the images in color or non-color formats on a broad range of media substrates. 
+Grass
+Technologies Product Group (GT) centers on diagnostic and monitoring products that serve the clinical neurophysiology markets, as well as a range of biomedical instrumentation products and supplies focused on the life sciences markets. 
+The Company markets and sells its products and services globally through a diverse distribution structure of sales personnel, manufacturing
+representatives and dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+The
+Company’s strategic growth strategy centers on organic growth through product innovation made possible by research and development initiatives, as well as acquisitions that fit into existing core businesses. Research and development activities
+are funded and expensed by the Company at approximately 6.5% of annual sales. 
+The Company’s continued success in increasing its
+product revenues will be dependent on the Company’s ability to introduce new and/or enhanced product lines each year. The Company targets approximately 45% of annual hardware sales to be generated by products developed or acquired within the
+past three years. 
+To help sustain its continued growth and profitability in fiscal 2009 and beyond, the Company will increase its
+investment in: personnel by adding salespersons in underserved markets; productivity by increasing manufacturing capabilities through the acquisition of new equipment, such as metal fabrication equipment and electronic circuit board automatic test
+equipment; distribution by expanding our global dealer organization; and information technology by providing hardware and software tools that improve the knowledge and efficiency of our employee population. 
+Results of Operations 
+(dollars in thousands) 
+2008 
+Sales 
+2008 
+Sales as a % 
+% Change 
+Over Prior 
+Year 
+2007 
+Sales 
+2007 
+Sales as a % 
+% Change 
+Over Prior 
+Year 
+2006 
+Sales 
+2006 
+Sales as a % 
+T&M 
+$ 
+16,505 
+22.8 
+% 
+5.2 
+% 
+$ 
+15,695 
+23.9 
+% 
+36.9 
+% 
+$ 
+11,467 
+19.3 
+% 
+QuickLabel 
+38,144 
+52.7 
+% 
+22.6 
+% 
+31,121 
+47.5 
+% 
+4.8 
+% 
+29,698 
+50.1 
+% 
+GT 
+17,722 
+24.5 
+% 
+(5.2 
+%) 
+18,703 
+28.6 
+% 
+3.1 
+% 
+18,136 
+30.6 
+% 
+Total 
+$ 
+72,371 
+100.0 
+% 
+10.5 
+% 
+$ 
+65,519 
+100 
+% 
+10.5 
+% 
+$ 
+59,301 
+100.0 
+% 
+12 
+Table of Contents 
+Fiscal 2008 compared to Fiscal 2007 
+The Company’s sales in fiscal 2008 were $72,371,000, up 10.5% from the prior year’s sales of $65,519,000. Domestic sales of $50,479,000 increased 6.3% from the prior year sales of $47,504,000. The increase
+was driven by growth in the T&M and QuickLabel product groups. T&M domestic sales increased 12.7% on strong growth from the Dash and Ruggedized products. QuickLabel System domestic sales increased 13.7% over the prior year sales as demand
+for the Company’s color printer systems and consumables remained strong. GT domestic sales decreased 11.5% as a result of lower sleep systems and research product sales. Sales through the Company’s international channels were $21,892,000,
+representing a 21.5% increase from the prior year sales of $18,016,000. The increase was driven by growth in the QuickLabel and GT product groups. QuickLabel international sales increased 43.9% on strong demand for the Company’s color printer
+systems and consumable sales while GT international sales increased 11.0% on strong demand for the Company’s sleep systems and electrode consumables. T&M international sales declined 19.9% due to lower Everest product sales. The impact of
+foreign exchange rate changes added approximately $1,271,000 in sales through the international channel when compared to the prior year. 
+The Company’s hardware sales were $35,128,000, up 7.2% from the prior year sales of $32,779,000. The increase was driven by the T&M Ruggedized and Dash products, the QuickLabel printer systems and the GT LTM systems. Lower hardware
+sales were experienced in the T&M Everest and GT Sleep and Research product lines. 
+The Company’s consumable sales were
+$31,986,000, up 14.3% from the prior year sales of $27,991,000. This increase was driven by QuickLabel consumable sales and GT electrode product lines which increased 17.8% and 4.0%, respectively. 
+The Company’s service and related products were $5,257,000, up 10.7% from the prior year sales of $4,749,000 as a result of higher sales of parts
+and repairs. 
+The Company’s gross profit was $31,111,000, an increase of $4,113,000 over the prior year’s gross profit of
+$26,998,000. This year’s gross profit margin of 43.0% was higher than the prior year’s gross margin of 41.2%. The increase in gross profit margin was the result of an improvement in absorption driven by the higher volume of sales. The
+impact of product mix on the Company’s gross margin during the year was nominal. 
+Operating expenses grew 14.5% to $26,912,000.
+Specifically, selling, general and administrative (SG&A) expenses increased 12.9% to $21,808,000, representing 30.1% of sales which was up slightly from the prior year’s 29.5% of sales. The increased SG&A spending was the result of
+higher personnel costs, commissions, travel expenses, legal fees and other professional fees. During fiscal 2008, the Company spent approximately $362,000 in connection with preparations related to Sarbanes-Oxley Section 404 requirements.
+Research & Development (R&D) expenses increased 9.6% to $4,589,000. This level of spending represents 6.3% of sales which was nominally lower than the prior year’s level of 6.4%. Also included in operating expenses is approximately
+$515,000 of restructuring charges related to the Company’s decision to reorganize and close the sales and service centers located in Italy and the Netherlands. 
+Investment income in fiscal 2008 was $611,000, down from $649,000 in fiscal 2007. The decrease in investment income during fiscal year 2008 was attributable to lower average cash balances during the year and lower
+pretax investment yields associated with the Company’s move towards tax exempt investments. Other income was $244,000 in fiscal 2008 as compared to other income of $235,000 in fiscal 2007. 
+As a result of the adoption of SFAS No. 123(R), during fiscal 2008 the Company’s pretax income was reduced by approximately $585,327 in
+stock-based compensation expense. The composition included $97,378 recorded in cost of sales, $390,816 recorded in SG&A and $97,378 recorded within R&D. During fiscal 2007, the Company’s pretax income was reduced by $412,693 in
+stock-based compensation expense. The composition included $78,085 recorded in cost of sales, $261,169 recorded in SG&A and $73,439 recorded within R&D. 
+13 
+Table of Contents 
+During fiscal 2008 the Company incurred an income tax expense of $744,000. The current year’s income
+tax expense includes 1) an expense of $2,128,000 on the current year’s pre-tax income, 2) a benefit of $167,000 related to the completion of an IRS exam, 3) a benefit of $319,000 related to changes in uncertain R&D and foreign tax credit
+positions, 4) an expense of $40,000 related to differences between the prior year tax provision and the actual return as filed and 5) tax benefits of $938,000 related to the restructuring and closing of the sales and service centers located in Italy
+and the Netherlands. This compares to an income tax expense of $3,566,000 in the prior year which includes 1) an expense of $1,671,000 on the current year’s pre-tax income, excluding the gain on sale of real estate, 2) a benefit of $232,000
+related to differences between the prior year tax provision and the actual return as filed primarily due to additional tax credits, R&D credits and lower state income taxes and 3) an expense of $2,127,000 related to the net gain on the sale of
+the Company’s Braintree property. 
+Included in the fiscal 2008 “Net Income Per Common Share-Diluted” of $.57 is $.06 of
+favorable tax benefits and $.05 of favorable adjustments related to the restructuring of the sales and service centers located in Italy and the Netherlands. Included in fiscal 2007 “Net income per Common Share-Diluted” of $.82 is $.03 of
+favorable tax adjustments and $.42 for the gain on the sale of the Company’s Braintree property. 
+The Company reports three segments
+that mirror the Company’s sales product groups (i.e., T&M, QuickLabel and GT). The Company evaluates segment performance based on the operating segment’s profit before corporate and financial administration expenses. 
+The following table summarizes selected financial information by segment: 
+(dollars in thousands) 
+Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+2008 
+2007 
+2006 
+2008 
+2007 
+2006 
+2008 
+2007 
+2006 
+T&M 
+$ 
+16,505 
+$ 
+15,695 
+$ 
+11,467 
+$ 
+3,056 
+$ 
+2,592 
+$ 
+331 
+18.5 
+% 
+16.5 
+% 
+2.9 
+% 
+QuickLabel 
+38,144 
+31,121 
+29,698 
+4,222 
+1,248 
+2,874 
+11.1 
+% 
+4.0 
+% 
+9.7 
+% 
+GT 
+17,722 
+18,703 
+18,136 
+1,583 
+3,109 
+2,906 
+8.9 
+% 
+16.6 
+% 
+16.0 
+% 
+Total 
+$ 
+72,371 
+$ 
+65,519 
+$ 
+59,301 
+$ 
+8,861 
+$ 
+6,949 
+$ 
+6,111 
+12.2 
+% 
+10.6 
+% 
+10.3 
+% 
+Corporate Expenses 
+4,147 
+3,460 
+2,956 
+Restructuring Charges 
+515 
+— 
+— 
+Gain on Sale of Real Estate, net 
+— 
+5,252 
+— 
+Operating Income 
+4,199 
+8,741 
+3,155 
+Other Income and Expense, net 
+855 
+884 
+247 
+Income Before Income Taxes 
+5,054 
+9,625 
+3,402 
+Income Tax Provision 
+744 
+3,566 
+851 
+Net Income 
+$ 
+4,310 
+$ 
+6,059 
+$ 
+2,551 
+The operating results of each segment are summarized as follows: 
+Test & Measurement 
+T&M’s sales increased 5.2% in fiscal 2008 to $16,505,000 from $15,695,000 in the prior year. The increase is traceable to sales growth within the Dash products which were up 9.8% and the Ruggedized products which were up 41.7%.
+These increases were tempered by lower volume from the Everest product line. T&M’s segment operating profit was $3,056,000 in fiscal 2008. This result compares favorably to the prior year’s segment operating income of $2,592,000. The
+current year’s improvement is due to higher sales volume and improved margins. Selling and marketing expenses as a percent of sales were down slightly from the prior year. 
+14 
+Table of Contents 
+QuickLabel Systems 
+QuickLabel Systems sales increased 22.6% in fiscal 2008 to $38,144,000 from $31,121,000 in the prior year. This year’s sales growth was driven by a 42.2% increase in printer systems and a 17.8% increase in
+consumable products. The QuickLabel Product Group segment operating profit was $4,222,000 during fiscal 2008. This amount is an increase from the prior year’s segment operating profit of $1,248,000. The improved segment operating profit was
+driven by sales growth and increased absorption associated with the higher sales. Selling and marketing expenses as a percent of sales were consistent with the prior year. 
+Grass Technologies 
+GT’s sales
+decreased 5.2% in fiscal 2008 to $17,722,000 from $18,703,000 in the prior year. The product group’s lower sales were due to decreases within Sleep systems which were down 18.6% and research products which were down 11.6%. EEG systems were
+essentially flat while LTM systems were up 15.1%. The GT product group’s consumable sales were essentially flat with the prior year. The GT Product Group segment operating profit was $1,583,000 during fiscal 2008. The decrease from the prior
+year’s segment operating profit of $3,109,000 was due to the lower sales and higher selling and marketing expenses and higher research and development expenses which consumed a higher percent of sales compared to the prior year. 
+Fiscal 2007 compared to Fiscal 2006 
+The
+Company’s sales in fiscal 2007 were $65,519,261, up from the prior year’s sales of $59,301,180. Domestic sales of $47,503,519 increased 14.7% from the prior year sales of $41,417,102. The increase was shared among each of the product
+groups. T&M domestic sales increased 50.2% on strong growth from the Everest and Ruggedized products. QuickLabel System domestic sales increased 6.5% over the prior year sales as demand for the Company’s consumables remained strong. GT
+domestic sales increased 5.5% as a result of Sleep and Research products. Sales through the Company’s international channels were $18,015,742 representing a 1.0% increase from the prior year sales of $17,884,078. The international channel
+increase was the result of a mixed performance by the product groups. T&M international sales were 5.5% ahead of the prior year due to increased sales within the Everest Series products. QuickLabel international sales were essentially flat with
+the prior year with a 2.2% increase in consumable sales being offset by lower hardware sales. GT international sales experienced a 2.5% decrease over the prior year as a result of lower demand for parts and supplies. The impact of foreign exchange
+rate changes added approximately $400,000 in sales through the international channel. 
+The Company’s hardware sales were $32,779,371,
+up 15.7% from the prior year sales of $28,335,774. The increase was driven by the T&M Everest Series and Ruggedized products and GT Sleep systems and Research products. QuickLabel hardware was down for the year. 
+The Company’s consumable sales were $27,990,635, up 7.7% from the prior year sales of $25,975,539. This increase was driven by QuickLabel consumable
+sales and GT electrodes and supplies which increased 10.0% and 6.7%, respectively. 
+The Company’s service and related products were
+$4,749,255, down 4.8% from the prior year sales of $4,989,867 as a result of lower sales of replacement parts. 
+The Company’s gross
+profit was $26,997,572, representing an increase of $2,339,438 over the prior year’s gross profit of $24,658,134. This year’s gross profit margin of 41.2% was slightly lower than the prior year’s gross margin of 41.6%. The decrease in
+gross profit margin was the result of higher manufacturing costs related to ensuring the production facilities are compliant with ROHS and FAA certification requirements which offset manufacturing productivity gains realized from the increase in
+sales volume. 
+15 
+Table of Contents 
+Operating expenses grew 9.3% to $23,507,856. Specifically, selling, general and administrative (SG&A)
+expenses increased 10.6% to $19,320,838, representing 29.5% of sales which was flat with the prior year’s 29.4% of sales. The increased SG&A spending was the result of higher personnel costs, commissions, travel and trade show expenses and
+stock-based compensation expense. Research & Development (R&D) expenses increased 3.6% to $4,187,018. This level of spending represents 6.4% of sales which was slightly lower than the prior year’s level of 6.8%. 
+During the third quarter of fiscal 2007 the Company completed the sale of its property located in Braintree, Massachusetts for the price of $6,100,000
+which was received in cash at the closing. The net pretax gain on the sale of this property after professional fees, management bonus expense and other miscellaneous fees was $5,251,707. 
+Investment income in fiscal 2007 was $648,855, up from $337,094 in fiscal 2006. The increase in investment income during fiscal year 2007 was
+attributable to higher average cash balances during the year and higher investment yields. Other income was $234,839 in fiscal 2007 as compared to other expense of $90,163 in fiscal 2006. The favorable change of $325,002 was driven by the impact of
+favorable foreign exchange transactions of $137,000, the sale of GT research contracts of $75,000 and other miscellaneous income of $113,002. 
+As a result of the adoption of SFAS No. 123(R) the Company’s pretax income for fiscal 2007 was reduced by $412,693. The stock-based compensation expense included $78,085 recorded in cost of sales, $261,169 recorded in SG&A and
+$73,439 recorded within R&D. 
+During fiscal 2007 the Company recognized an income tax expense of $3,566,152. Income tax expense for
+fiscal 2007 includes 1) $1,670,686 on the pre-tax income, 2) a $231,524 favorable adjustment related to differences between the prior year tax provision and the actual tax return as filed primarily relating to additional foreign tax credits, R&D
+credits and lower state income taxes and 3) expense of $2,127,000 related to the net gain on the sale of the Braintree real estate. This compares to an income tax expense of $851,629 in the prior year which includes 1) an income tax expense of
+$1,212,000 on the prior year’s pre-tax income and 2) a $361,000 reversal of tax reserves related to the favorable resolution of certain income tax examinations. 
+Included in fiscal 2007 “Net income per Common Share-Diluted” of $.82 is $.03 of favorable tax adjustments and $.42 for the gain on the sale of the Braintree property. Included in fiscal 2006 “Net
+Income per Common Share-Diluted” of $.35 is $.05 of favorable tax adjustments. 
+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 $3,500,000 unsecured bank line of credit, all of which is currently available. 
+The Company’s Statements of Cash Flows for the three years ended January 31, 2008, 2007 and 2006 are included on page 31. Net cash flow
+provided by operating activities in fiscal year 2008 was $2,711,556. The net cash flow provided by operations is attributed to the positive cash flow generated from net income and from depreciation of $1,587,246. Cash flow from operating activities
+was adversely affected by changes in Assets and Liabilities of $1,598,282. The increase in working capital is in support of the Company’s growth. 
+Net cash flow used in investing activities was $4,045,454 which was mostly the result of the purchase of the Rockland property for approximately $3,181,000 and other capital expenditures of approximately $1,553,000
+for machinery and equipment of $653,000, information technology of $262,000, tools and dies of $146,000 and building improvements of $492,000. 
+16 
+Table of Contents 
+Net cash flow used by financing activities was $713,735 in fiscal 2008. During the year the Company paid
+dividends of $1,380,259 and purchased $480,068 of Company stock. Also during the current year, the Company generated $830,391 in cash through the exercise of employee stock options and Employee Stock Purchase Plan transactions and $316,201 in excess
+tax benefits resulting from share-based compensation. 
+Also during fiscal 2008 the Company transferred $3,200,000 from long term
+investments to cash for the purpose of purchasing the Rockland facility which it had been leasing. This purchase was completed in March 2007 as part of a Section 1031 like-kind exchange. 
+Dividends paid for fiscal 2008, 2007, and 2006 were $1,380,000, $1,274,000 and $848,000, respectively. The Company’s annual dividend per share was
+$0.20 in fiscal 2008 and fiscal 2007 and $0.13 in fiscal 2006. Since the inception of the common stock buy back program in fiscal 1997, the Company has repurchased 1,149,335 shares of its common stock. At January 31, 2008, the Company has the
+Board of Directors’ authorization to purchase an additional 392,289 shares of the Company’s common stock in the future. 
+Contractual
+Obligations, Commitments and Contingencies 
+A summary of the Company’s contractual obligations and commitments as of
+January 31, 2008 is as follows: 
+Payment Due 
+Within 1 Year 
+1-3 
+Years 
+Thereafter 
+Operating Leases 
+$ 
+258,520 
+$ 
+371,220 
+$ 
+75,221 
+Purchase Obligations 
+$ 
+5,467,957 
+— 
+— 
+Total 
+$ 
+5,726,477 
+$ 
+371,220 
+$ 
+75,221 
+Purchase obligations include amounts committed under legally enforceable contracts or purchase
+orders for goods and services with defined terms as to price, quantity, and delivery and termination liability. 
+The Company is subject to
+contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including, among others, contract and employment claims, workers compensation claims, product liability, warranty and
+modification, adjustment or replacement of component parts of units sold. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the
+aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company. It is possible, however,
+that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+Critical Accounting Policies 
+The Company’s
+discussion and analysis of its financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United
+States. (See the Notes to the Consolidated Financial Statements included elsewhere herein.) Certain of the Company’s accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial
+estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company periodically evaluates the judgments and estimates used for its critical accounting policies to ensure that such judgments and estimates are
+reasonable for its interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical 
+17 
+Table of Contents 
+experience, current trends and information available from other sources, as appropriate. If different conditions result from those assumptions used in the
+Company’s judgments, the results could be materially different from the Company’s estimates. The Company’s critical accounting policies include: 
+Revenue Recognition : The majority of the Company’s product sales are recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of
+an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in
+Financial Statements.” When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and EITF 00-21,
+“Revenue Arrangements With Multiple Deliverables”. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on
+its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately. 
+Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations
+are fulfilled. All of the Company’s equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not
+sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales
+arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. 
+Infrequently, the Company recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to
+completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue. 
+Infrequently, the Company receives requests from customers to hold product being purchased from the Company for the customers’ convenience. The
+Company recognizes revenue for such bill and hold arrangements in accordance with the requirements of SAB No. 104 which requires, among other things, the existence of a valid business purpose for the arrangement, the transfer of ownership of
+the purchased product, the readiness of the product for shipment, the use of customary payment terms, no continuing performance obligation by the Company and segregation of the product from the Company’s inventories. 
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost
+of sales and selling, general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might
+impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. The Company also periodically evaluates the adequacy of its reserves for warranty and bad debts recorded in its
+consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is
+required by the Company in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. The Company believes that its procedures for estimating such amounts are reasonable and historically have not
+resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+18 
+Table of Contents 
+Inventories: Inventories are stated at the lower of cost (first-in, first-out) or
+market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of the Company analyzing the inventory supply on hand and
+estimating the net realizable value of the inventory based on historical experience, current business conditions and anticipated future sales. The Company believes that its procedures for estimating such amounts are reasonable and historically have
+not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual experience. 
+Income
+Taxes: The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes”. This SFAS requires that a valuation allowance be established
+when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including the Company’s performance, the market
+environment in which the Company operates, length of carryforward periods, existing sales backlog and future sales projections. The Company had previously provided valuation allowances only for future tax benefits resulting from certain foreign
+losses. During fiscal 2008, the Company also provided a valuation allowance for certain R&D tax credits which could expire unused. 
+Long-Lived Assets and Goodwill: The impairment of long-lived assets to be held and used are reviewed for impairment in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived
+Assets” whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the
+asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Goodwill impairment reviews are performed in accordance with the provisions
+of SFAS No. 142, “Goodwill and Other Intangible Assets”. Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or
+material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are
+established using a discounted cash flow methodology. The determination of discounted cash flows is based on the long-range planning forecast. 
+Share-Based Compensation: Prior to February 1, 2006, the Company accounted for employee share-based compensation using the intrinsic value method supplemented by pro forma disclosures in accordance with Accounting
+Principles Board (“APB”) No. 25, “Accounting For Stock Issued to Employees” and SFAS No. 123, “Accounting for Stock-Based Compensation”. As permitted by SFAS No. 123, the Company historically accounted
+for share-based payments to employees using APB Opinion No. 25’s intrinsic value method and recognized no compensation expense for employee stock options or shares purchased under the ESPP. Effective as of February 1, 2006, the
+Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment”, under the “modified prospective” transition method outlined in the statement. A “modified prospective” transition method is one in which
+compensation expense is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123
+for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the date of adoption. 
+The
+Company has estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. The volatility assumption is based on the historical weekly price data of the Company’s common stock over a period
+equivalent to the weighted average expected life of the Company’s options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and
+concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed
+the expected risk tolerance of different option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is
+based upon the prior year’s average dividend yield. 
+19 
+Table of Contents 
+Recent Accounting Pronouncements 
+On February 1, 2007 the Company adopted FIN 48, “Accounting for Uncertainty in Income Taxes-an interpretation of SFAS No. 109”. This interpretation describes a recognition threshold and measurement
+attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return. This Interpretation requires recognition of tax benefits that satisfy a more likely than not threshold. This Interpretation also
+provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. See “Note 8-Income Taxes” for further discussion. 
+In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a
+framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 will be applied prospectively and will be effective for fiscal years beginning after
+November 15, 2007. The FASB has provided a one year deferral. The Company has elected not to adopt the provisions of SFAS 157 at this time. The Company is evaluating the impact of SFAS No. 157 on its results of operations and financial
+position. 
+In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial
+Liabilities-including an amendment of SFAS 115” (“SFAS No. 159”). The new statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise
+required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. The Company has determined that the
+adoption of SFAS 159 will not have a material impact on our consolidated financial position, results of operations or cash flows. 
+In
+December 2007, the FASB issued Statement No. 141R, “Business Combinations,” which establishes principles for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired and liabilities assumed in a
+business combination, recognizes and measures the goodwill acquired in a business combination, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of a business
+combination. We are required to apply this Statement prospectively to business combinations for which the acquisition date is on or after February 1, 2009. 
+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, 2008, the Company’s net investment in foreign assets was
+$4,926,290. An overall unfavorable change in foreign exchange rates of 10% would have resulted in a lower net income of approximately $49,870 and a $442,759, net of tax, reduction in shareholders’ equity as a result of the impact on the
+cumulative translation adjustment. 
+The Company, on occasion, utilizes foreign exchange option contracts to minimize its exposure
+associated with unfavorable changes in foreign exchanges rates on certain foreign denominated receivables. During fiscal 2008, the Company did not enter into any foreign exchange option contracts and did not have any open contracts at January 31,
+2008. The functional currencies of the Company’s foreign affiliates are their respective local operating currencies, which are translated for consolidated financial reporting purposes into U.S. dollars. 
+20 
+Table of Contents 
+Item 8. Financial Statements and Supplementary Data 
+The consolidated financial statements
+required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1). The supplementary data regarding annual results of operations is set forth in the following table. 
+QUARTERLY FINANCIAL DATA (Unaudited) 
+(Dollars in Thousands, Except Per Share Amounts) 
+Quarters Ended 
+May 5, 
+2007 
+August 4, 
+2007 
+November 3, 
+2007 
+January 31, 
+2008 
+Net Sales 
+$ 
+16,407 
+$ 
+18,694 
+$ 
+19,139 
+$ 
+18,131 
+Gross Profit 
+$ 
+6,846 
+$ 
+7,831 
+$ 
+8,372 
+$ 
+8,062 
+Net Income 
+$ 
+522 
+$ 
+886 
+$ 
+1,562 
+$ 
+1,340 
+Net Income Per Common Share—Basic 
+$ 
+0.08 
+$ 
+0.13 
+$ 
+0.23 
+$ 
+0.19 
+Net Income Per Common Share—Diluted 
+$ 
+0.07 
+$ 
+0.12 
+$ 
+0.21 
+$ 
+0.18 
+April 29, 
+2006 
+July 29, 
+2006 
+October 28, 
+2006 
+January 31, 
+2007 
+Net Sales 
+$ 
+15,641 
+$ 
+16,267 
+$ 
+16,043 
+$ 
+17,568 
+Gross Profit 
+$ 
+6,276 
+$ 
+6,996 
+$ 
+6,427 
+$ 
+7,299 
+Net Income 
+$ 
+543 
+$ 
+740 
+$ 
+3,977 
+$ 
+799 
+Net Income Per Common Share—Basic 
+$ 
+0.08 
+$ 
+0.11 
+$ 
+0.59 
+$ 
+0.12 
+Net Income Per Common Share—Diluted 
+$ 
+0.07 
+$ 
+0.10 
+$ 
+0.53 
+$ 
+0.11 
+During the fourth quarter of fiscal 2008, the Company recorded a restructuring charge of $515,000
+and related tax benefits of $728,000 related to the closing of the sales and service centers located in Italy and the Netherlands. 
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+None 
+Item 9A.(T) Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures
+The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have conducted an
+evaluation of the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Based on that evaluation, such
+officers have concluded that the disclosure controls and procedures are effective at January 31, 2008 to ensure that the information we are required to disclose in reports filed or submitted under the Exchange Act is recorded, processed,
+summarized and reported within the required time periods and communicated to Company management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. 
+Management’s Annual Report on Internal Control over Financial Reporting 
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined
+in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of published
+financial statements in accordance with generally accepted accounting principles. 
+21 
+Table of Contents 
+However, because of its inherent limitations, internal control over financial reporting may not prevent
+or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future
+periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with policies may deteriorate. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of
+Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31, 2008. 
+Based on this assessment, the principal
+executive officer and principal financial officer believe that as of January 31, 2008, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated
+Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm
+regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit
+the Company to provide only management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+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. 
+Item 9B. Other Information 
+Nothing to Report 
+PART III 
+Item 10. Directors, Executive Officers and Corporate Governance 
+The response to this item
+is incorporated by reference to the Company’s definitive proxy statement for the 2008 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 
+82 
+Chairman, Chief Executive Officer and Director 
+Everett V. Pizzuti 
+71 
+President, Chief Operating Officer and Director 
+Joseph P. O’Connell 
+64 
+Senior Vice President and Treasurer, Chief Financial Officer 
+Elias G. Deeb 
+65 
+Vice President—Media Products 
+Gordon Bentley 
+61 
+Vice President—Information Technology 
+Michael J. Sullivan 
+57 
+Vice President and Chief Technology Officer 
+Michael M. Morawetz 
+48 
+Vice President—International Branches 
+Stephen M. Petrarca 
+45 
+Vice President—Instrument Manufacturing 
+John D. McGuinness 
+43 
+Vice President and 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 he founded the Company in 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. 
+22 
+Table of Contents 
+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. He was appointed to the position of Senior Vice President in 2007. 
+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. Bentley was appointed Vice President of Information Technology
+in 2007. He was previously Director of Information Technology and held other various operations positions since joining the Company in 1980. 
+Mr. Sullivan was appointed Vice President and Chief Technology Officer in 2000. He is an electronic engineer and has been with the Company since 1983. 
+Mr. Morawetz was appointed Vice President International Branches in 2006. He was previously the General Manager of Branch Operations for the Company’s German Subsidiary, having joined the Company in 1989.
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in 1998. He 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. McGuinness joined
+the Company in 2004 as Corporate Controller. He was previously the Corporate Controller with Paramount Cards, Inc. from 2001 through 2004, and also held financial management positions with Nortek, Inc., The Monitor Company, and KPMG LLP. He is a
+certified public accountant. He was appointed to the position of Vice President and Corporate Controller in 2007. 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer
+(“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) (who is both the principal financial and accounting officer) and Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive
+Officer and Senior Financial Officers, which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K. The Company will provide a copy of the Codes to shareholders, without charge, upon request directed to
+the Investor Relations Contact listed on the Company’s website, WWW.ASTRO-MEDINC.COM , under the headings “Investor Relations – Corporate Governance”. The Company has posted the Codes on the Company’s website under
+“Investor Relations – Corporate Governance” and to disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Controller or persons performing similar functions by posting such information on its website
+and filing a Form 8-K as required under the rules of the NASDAQ Global Market. 
+Item 11. Executive Compensation 
+The response to this item is incorporated by reference to
+the Company’s definitive proxy statement for the 2008 annual meeting of shareholders. 
+The information set forth under the heading
+“Compensation Committee Report” in the Company’s definitive proxy statement is furnished and shall not be deemed as filed for purposes of Section 18 of the Securities Act of 1934, as amended, and is not deemed incorporated by
+reference in any filing under the Securities Act of 1933, as amended. 
+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 2008 annual meeting of shareholders. 
+23 
+Table of Contents 
+Equity Compensation Plan Information 
+The following table sets forth information about the Company’s equity compensation plans as of January 31, 2008: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding Options, 
+Warrants and Rights 
+Weighted- 
+Average Exercise 
+Price of 
+Outstanding 
+Options, 
+Warrants and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+1,832,686 
+(1) 
+$ 
+5.89 
+1,316,600 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+— 
+— 
+Total 
+1,832,686 
+(1) 
+$ 
+5.89 
+1,316,600 
+(2) 
+(1) 
+Includes 761,761 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans, 1,020,300 shares issuable upon exercise of
+outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees, 35,625 shares issuable upon exercise of outstanding stock options granted under the Astro-Med,
+Inc. Non-Employee Director Stock Option Plan, 15,000 shares issuable upon exercise of outstanding options granted under the Company’s 2007 Equity Incentive Plan. 
+(2) 
+Includes 985,000 shares under the Astro-Med, Inc. 2007 Equity Incentive Plan and 331,600 shares under the Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan.
+Additional information regarding these equity compensation plans is contained in Note 7 to the Company’s Consolidated
+Financial Statements included in Item 15 hereto. 
+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 2008 annual meeting of shareholders. 
+Item 14. Principal Accountant Fees And Services 
+The information required by this item is
+incorporated herein by reference to the Company’s definitive proxy statement for the 2008 annual meeting of shareholders. 
+PART IV
+Item 15. Exhibits and Financial Statement Schedule 
+(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 Registered Public Accounting Firm 
+27 
+Consolidated Balance Sheets as of January 31, 2008 and 2007 
+28 
+Consolidated Statements of Operations—Years Ended January 31, 2008, 2007 and 2006 
+29 
+Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity—Years Ended January 31, 2008, 2007 and 2006 
+30 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2008, 2007 and 2006 
+31 
+Notes to Consolidated Financial Statements 
+32-47 
+(a)(2) Financial Statement Schedule: 
+Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 31, 2008, 2007 and
+2006 
+24 
+Table of Contents 
+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. 
+(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 as amended to date. 
+(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.
+* 
+(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. *
+(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.
+* 
+(10.4) 
+Astro-Med, Inc. Non-Employee Director Stock Plan filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-24123, and incorporated by reference herein.
+* 
+(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. * 
+(10.6) 
+Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and incorporated by
+reference herein. * 
+(10.7) 
+Astro-Med, Inc. 2007 Equity Incentive Plan as filed as Appendix A to the Definitive Proxy Statement filed on Schedule 14A for the 2007 annual shareholders meeting. * 
+(10.8) 
+Astro-Med, Inc. Management Bonus Plan (Group III) filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2003 and by this reference incorporated
+herein. * 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Grant Thornton LLP 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+* 
+Management contract or compensatory plan or arrangement. 
+25 
+Table of Contents 
+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) 
+Date: April 16, 2008 
+By: 
+/s/ A LBERT W.
+O NDIS 
+(Albert W. Ondis, Chairman) 
+Each person whose signature appears below constitutes and appoints each of Albert W. Ondis,
+Everett V. Pizzuti or Joseph P. O’Connell, or any of them, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resolution, for such person and in his name, place and stead, in any and all
+capacities in connection with the annual report on Form 10-K of Astro-Med, Inc. for the year ended January 31, 2008 to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in
+connection therewith, the Securities and exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
+the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute, may lawfully do or cause to be done by virtue hereof. 
+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/ A LBERT W.
+O NDIS 
+Albert W. Ondis 
+Chairman and Director 
+(Principal Executive Officer) 
+April 16, 2008 
+/s/ E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+President and Director 
+(Principal Operating Officer) 
+April 16, 2008 
+/s/ J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Senior Vice President and Treasurer (Principal Financial Officer) 
+April 16, 2008 
+/s/ J OHN D.
+M C G UINNESS 
+John D. McGuinness 
+Vice President and Corporate Controller (Principal Accounting Officer) 
+April 16, 2008 
+/s/ J ACQUES V.
+H OPKINS 
+Jacques V. Hopkins 
+Director 
+April 16, 2008 
+/s/ H ERMANN 
+V IETS 
+Hermann Viets 
+Director 
+April 16, 2008 
+/s/ G RAEME 
+M AC L ETCHIE 
+Graeme MacLetchie 
+Director 
+April 16, 2008 
+26 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Board of Directors of 
+Astro-Med, Inc. 
+We have audited the accompanying
+consolidated balance sheets of Astro-Med, Inc. and subsidiaries (the “Company”) as of January 31, 2008 and 2007, and the related consolidated statements of operations, comprehensive income and changes in shareholders’ equity, and
+cash flows for each of the three years in the period ended January 31, 2008. Our audits of the basic financial statements include the financial statement schedule listed in the index appearing under Item 15(a)(2). These financial statements and the
+financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. 
+We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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. The Company is not required to have, nor were we engaged to perform an audit of its internal control over
+financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
+effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
+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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Astro-Med,
+Inc. and subsidiaries as of January 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2008 in conformity with accounting principles generally accepted in the
+United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
+As discussed in Note 5 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards (SFAS)
+No. 123R, “Share-Based Payment” effective February 1, 2006. As discussed in Note 8 to the consolidated financial statements, on February 1, 2007, the Company adopted Interpretation 48, “Accounting for Uncertainty in Income
+Taxes—an interpretation of FASB Statement 109” issued by the Financial Accounting Standards Board. 
+/ S / G RANT T HORNTON LLP 
+Boston, Massachusetts 
+April 15, 2008 
+27 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31, 2008 and 2007 
+2008 
+2007 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+5,747,937 
+$ 
+4,595,570 
+Securities Available for Sale 
+11,807,670 
+12,334,065 
+Accounts Receivable, net of reserves of $591,018 in 2008 and $588,508 in 2007 
+12,761,281 
+12,112,676 
+Inventories 
+14,050,619 
+11,394,763 
+Prepaid Expenses and Other Current Assets 
+1,103,818 
+841,528 
+Deferred Tax Assets, net 
+2,912,688 
+2,889,438 
+Total Current Assets 
+48,384,013 
+44,168,040 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+1,195,063 
+819,113 
+Buildings and Improvements 
+11,293,995 
+7,753,454 
+Machinery and Equipment 
+19,891,478 
+20,741,350 
+32,380,536 
+29,313,917 
+Less Accumulated Depreciation 
+(21,647,701 
+) 
+(21,349,666 
+) 
+Total Property, Plant and Equipment, net 
+10,732,835 
+7,964,251 
+OTHER ASSETS 
+Amounts Due from Officers 
+— 
+27,050 
+Long Term Investments 
+— 
+3,200,000 
+Goodwill 
+2,336,721 
+2,336,721 
+Other 
+245,843 
+304,918 
+Total Other Assets 
+2,582,564 
+5,868,689 
+$ 
+61,699,412 
+$ 
+58,000,980 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+3,420,015 
+$ 
+3,559,518 
+Accrued Compensation 
+2,412,647 
+2,475,219 
+Accrued Expenses 
+2,264,055 
+2,626,019 
+Deferred Revenue 
+768,863 
+805,352 
+Income Taxes Payable 
+107,674 
+408,114 
+Total Current Liabilities 
+8,973,254 
+9,874,222 
+Deferred Tax Liabilities 
+1,766,517 
+2,168,416 
+Other Long Term Liabilities 
+1,604,718 
+— 
+TOTAL LIABILITIES 
+12,344,489 
+12,042,638 
+SHAREHOLDERS’ EQUITY 
+Preferred Stock, $10 Par Value, Authorized 100,000 Shares, None Issued 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 Shares; Issued 8,053,281 Shares in 2008 and 7,905,319 Shares in 2007 
+402,668 
+395,270 
+Additional Paid-in Capital 
+32,363,277 
+30,638,755 
+Retained Earnings 
+24,064,440 
+22,282,495 
+Treasury Stock, at Cost, 1,179,406 Shares in 2008 and 1,124,106 Shares in 2007 
+(8,124,715 
+) 
+(7,644,647 
+) 
+Accumulated Other Comprehensive Income 
+649,253 
+286,469 
+Total Shareholders’ Equity 
+49,354,923 
+45,958,342 
+$ 
+61,699,412 
+$ 
+58,000,980 
+The accompanying notes are an integral part of these financial statements. 
+28 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF OPERATIONS 
+Years Ended January 31, 2008, 2007 and 2006 
+2008 
+2007 
+2006 
+Net Sales 
+$ 
+72,371,434 
+$ 
+65,519,261 
+$ 
+59,301,180 
+Cost of Sales 
+41,260,692 
+38,521,689 
+34,643,046 
+Gross Profit 
+31,110,742 
+26,997,572 
+24,658,134 
+Costs and Expenses: 
+Selling, General and Administrative 
+21,807,637 
+19,320,838 
+17,460,141 
+Research and Development 
+4,589,022 
+4,187,018 
+4,042,710 
+Restructuring and Impairment Charges 
+514,955 
+— 
+— 
+Operating Expenses 
+26,911,614 
+23,507,856 
+21,502,851 
+Gain on Sale of Real Estate, Net of Related Costs 
+— 
+5,251,707 
+— 
+Operating Income 
+4,199,128 
+8,741,423 
+3,155,283 
+Other Income (Expense): 
+Investment Income 
+610,574 
+648,855 
+337,094 
+Other, Net 
+244,164 
+234,839 
+(90,163 
+) 
+854,738 
+883,694 
+246,931 
+Income before Income Taxes 
+5,053,866 
+9,625,117 
+3,402,214 
+Income Tax Provision 
+744,028 
+3,566,152 
+851,629 
+Net Income 
+$ 
+4,309,838 
+$ 
+6,058,965 
+$ 
+2,550,585 
+Net Income Per Common Share—Basic 
+$ 
+0.63 
+$ 
+0.90 
+$ 
+0.39 
+Net Income Per Common Share—Diluted 
+$ 
+0.57 
+$ 
+0.82 
+$ 
+0.35 
+Weighted Average Number of Common Shares Outstanding— Basic 
+6,884,972 
+6,721,140 
+6,613,576 
+Dilutive effect of options outstanding 
+647,277 
+667,861 
+619,245 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+7,532,249 
+7,389,001 
+7,232,821 
+Dividends Declared Per Common Share 
+$ 
+0.20 
+$ 
+0.20 
+$ 
+0.13 
+The accompanying notes are an integral part of these financial statements. 
+29 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN 
+SHAREHOLDERS’ EQUITY 
+Years
+Ended January 31, 2008, 2007 and 2006 
+2008 
+2007 
+2006 
+Comprehensive Income 
+Net Income 
+$ 
+4,309,838 
+$ 
+6,058,965 
+$ 
+2,550,585 
+Other Comprehensive Income (Loss), Net 
+Foreign currency translation adjustments 
+285,115 
+131,781 
+(143,691 
+) 
+Unrealized gain on securities available for sale, net of taxes 
+77,669 
+7,027 
+22,656 
+Other comprehensive income (loss), net 
+362,784 
+138,808 
+(121,035 
+) 
+Comprehensive Income 
+$ 
+4,672,622 
+$ 
+6,197,773 
+$ 
+2,429,550 
+Shareholders’ Equity 
+Common Stock: 
+Balance at beginning of year 
+$ 
+395,270 
+$ 
+317,120 
+$ 
+314,949 
+Par value from issuance of common stock 
+7,398 
+11,059 
+2,171 
+Common stock dividends 
+— 
+67,091 
+— 
+Balance at end of year 
+402,668 
+395,270 
+317,120 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+30,638,755 
+16,385,210 
+16,045,503 
+Net proceeds from issuance of common stock 
+28,248 
+26,570 
+24,528 
+Proceeds from the exercise of employee stock options 
+794,745 
+1,245,938 
+259,819 
+Share-based compensation 
+585,328 
+412,693 
+— 
+Tax benefit of employee stock options 
+316,201 
+105,284 
+55,360 
+Payment of fractional shares on stock split 
+— 
+(2,523 
+) 
+— 
+Common stock dividends 
+— 
+12,465,583 
+— 
+Balance at end of year 
+32,363,277 
+30,638,755 
+16,385,210 
+Retained Earnings: 
+Balance at beginning of year 
+22,282,495 
+30,030,652 
+28,328,239 
+Adoption of FIN 48 
+(1,147,634 
+) 
+— 
+— 
+Net income 
+4,309,838 
+6,058,965 
+2,550,585 
+Dividends paid 
+(1,380,259 
+) 
+(1,274,448 
+) 
+(848,172 
+) 
+Common stock dividends 
+— 
+(12,532,674 
+) 
+— 
+Balance at end of year 
+24,064,440 
+22,282,495 
+30,030,652 
+Treasury Stock: 
+Balance at beginning of year 
+(7,644,647 
+) 
+(6,579,147 
+) 
+(6,548,984 
+) 
+Purchases of common stock 
+(480,068 
+) 
+(1,065,500 
+) 
+(30,163 
+) 
+Balance at end of year 
+(8,124,715 
+) 
+(7,644,647 
+) 
+(6,579,147 
+) 
+Accumulated Other Comprehensive Income: 
+Balance at beginning of year 
+286,469 
+147,661 
+268,696 
+) 
+Other comprehensive income (loss), net 
+362,784 
+138,808 
+(121,035 
+) 
+Balance at end of year 
+649,253 
+286,469 
+147,661 
+Total Shareholders’ Equity 
+$ 
+49,354,923 
+$ 
+45,958,342 
+$ 
+40,301,496 
+The accompanying notes are an integral part of these financial statements. 
+30 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+Years Ended January 31, 2008, 2007 and 2006 
+2008 
+2007 
+2006 
+Cash Flows from Operating Activities: 
+Net Income 
+$ 
+4,309,838 
+$ 
+6,058,965 
+$ 
+2,550,585 
+Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: 
+Depreciation and Amortization 
+1,587,246 
+1,390,261 
+1,209,296 
+Share-based Compensation 
+585,328 
+412,693 
+— 
+Deferred Income Tax Provision (Benefit) 
+(108,948 
+) 
+1,740,368 
+(148,703 
+) 
+Excess Tax Benefit From Share-Based Compensation 
+(316,201 
+) 
+(105,284 
+) 
+— 
+Gain on Sale of Real Estate 
+— 
+(5,251,707 
+) 
+— 
+Changes in Assets and Liabilities: 
+Accounts Receivable 
+(648,605 
+) 
+(1,489,124 
+) 
+(1,271,848 
+) 
+Inventories 
+(1,981,821 
+) 
+(1,812,857 
+) 
+(445,491 
+) 
+Other 
+(271,397 
+) 
+353,556 
+31,233 
+Accounts Payable and Accrued Expenses 
+134,260 
+1,040,935 
+572,652 
+Income Taxes Payable 
+(578,144 
+) 
+45,367 
+(90,873 
+) 
+Total Adjustments 
+(1,598,282 
+) 
+(3,675,792 
+) 
+(143,734 
+) 
+Net Cash Provided by Operating Activities 
+2,711,556 
+2,383,173 
+2,406,851 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+8,101,737 
+5,437,367 
+4,763,422 
+Purchases of Securities Available for Sale 
+(7,413,000 
+) 
+(7,600,067 
+) 
+(7,168,910 
+) 
+Proceeds from Sale of Real Estate 
+— 
+6,100,000 
+— 
+Additions to Property, Plant and Equipment 
+(4,734,191 
+) 
+(2,170,276 
+) 
+(1,035,675 
+) 
+Net Cash (Used in) Provided by Investing Activities 
+(4,045,454 
+) 
+1,767,024 
+(3,441,163 
+) 
+Cash Flows from Financing Activities: 
+Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans 
+830,391 
+1,283,567 
+286,518 
+Purchases of Treasury Stock 
+(480,068 
+) 
+(1,065,500 
+) 
+(30,163 
+) 
+Excess Tax Benefit from Share-Based Compensation 
+316,201 
+105,284 
+— 
+Dividends Paid 
+(1,380,259 
+) 
+(1,274,448 
+) 
+(848,172 
+) 
+Other Financing Activities 
+— 
+(2,523 
+) 
+— 
+Net Cash (Used in) Financing Activities 
+(713,735 
+) 
+(953,620 
+) 
+(591,817 
+) 
+Cash Designated for Real Estate Purchase Transferred (from) to Long Term Investments 
+3,200,000 
+(3,200,000 
+) 
+— 
+Net Increase (Decrease) in Cash and Cash Equivalents 
+1,152,367 
+(3,423 
+) 
+(1,626,129 
+) 
+Cash and Cash Equivalents, Beginning of Year 
+4,595,570 
+4,598,993 
+6,225,122 
+Cash and Cash Equivalents, End of Year 
+$ 
+5,747,937 
+$ 
+4,595,570 
+$ 
+4,598,993 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Income Taxes 
+$ 
+1,958,549 
+$ 
+1,671,581 
+$ 
+1,095,804 
+Non-Cash Items: 
+Deposit Held in Escrow on Pending Sale of the Braintree, MA property 
+$ 
+— 
+$ 
+— 
+$ 
+500,000 
+Demonstration Equipment Transferred from (to) Inventory to (from) Property, Plant and Equipment 
+$ 
+(674,035 
+) 
+$ 
+(57,697 
+) 
+$ 
+115,106 
+The accompanying notes are an integral part of these financial statements. 
+31 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2008 and 2007 
+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. 
+Cash and Cash Equivalents: Highly liquid investments with an original maturity of 90 days or less are considered to be cash equivalents. Similar investments with original maturities beyond three
+months are classified as securities available for sale. Cash of $1,146,927 and $956,832 was held in foreign bank accounts at January 31, 2008 and 2007, respectively. 
+Securities Available for Sale: Securities available for sale are carried at fair value based on quoted market prices. The difference between cost and fair value, net of related tax effects, is
+recorded as a component of accumulated other comprehensive income in shareholders’ equity. 
+Property, Plant and
+Equipment: Property, plant and equipment are stated at cost less accumulated depreciation. 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). 
+Revenue Recognition: The
+majority of the Company’s product sales are recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is
+fixed or determinable and collectibility is reasonably assured in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training
+or installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and EITF 00-21, “Revenue Arrangements With Multiple Deliverables”. This
+evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is
+established generally based on the sales price charged when the same or similar element is sold separately. Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after
+products are delivered, revenue is recognized only after such obligations are fulfilled. All of the Company’s equipment contain embedded operating systems and data management software which are included in the purchase price of the equipment.
+The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are
+recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied.
+Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales while related shipping and handling costs are included in cost of sales. 
+Infrequently, the Company recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of agreed-upon
+milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for
+the specific milestone before recognizing revenue. 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Infrequently, the Company receives requests from customers to hold product being purchased from the
+Company for the customer’s convenience. The Company recognizes revenue for such bill and hold arrangements in accordance with the requirements of SAB No. 104 which requires, among other things, the existence of a valid business purpose for
+the arrangement, the transfer of ownership of the purchased product, the readiness of the product for shipment, the use of customary payment terms, no continuing performance obligation by the Company and segregation of the product from the
+Company’s inventories. 
+Research and Development Costs: The Company complies with Statement of Financial
+Accounting Standards (SFAS) No. 2 “Accounting for Research and Development Costs” by charging any costs to expense when incurred, as well as by disclosing in the financial statements the amount of R&D charged to expense.
+These charges include: salaries and benefits, external engineering service costs, engineering related information costs and supplies. The Company also complies with SFAS 86, “Accounting for the Costs of Computer Software to be Sold, Leased
+or Otherwise Marketed” and SOP 98-1, “Accounting for Costs of Computer Software Developed or Obtained for Internal Use” in accounting for the costs of software either developed or acquired. 
+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 recorded as a component of accumulated comprehensive income in shareholders’ equity.
+Revenues and costs are translated at average exchange rates during the year. We do not provide for U.S. income taxes on foreign currency translation adjustments associated with foreign subsidiaries since we do not provide for taxes on undistributed
+earnings of foreign subsidiaries. Our net foreign exchange gains and losses for fiscal 2008, 2007 and 2006 were not significant. 
+Advertising: The Company expenses advertising costs as incurred. Such costs of advertising, advertising production, trade shows and other activities are designed to enhance demand for the Company’s products and
+amounted to approximately $1,135,000, $1,049,000 and $932,000 in fiscal 2008, 2007 and 2006, respectively. 
+Health Insurance
+Reimbursement Reserve: The Company reimburses a portion of employee health insurance deductibles and co-payments. The total reimbursement amounted to approximately $298,000 and $150,000 in 2008 and 2007, respectively. The Company
+accrued approximately $100,000 and $106,000 at January 31, 2008 and January 31, 2007, respectively, for estimated outstanding reimbursements due to employees, including a reserve for incurred but not reported amounts. 
+Long-Lived Assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances
+indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an
+impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. 
+Goodwill: Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the
+business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are established using a discounted cash flow
+methodology. The determination of discounted cash flows is based on the long-range planning forecast. The Company completed its most recent impairment review as of January 31, 2008 and determined that goodwill is not impaired. 
+Income Taxes: The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. SFAS
+No. 109 requires that deferred income taxes be determined based on the estimated future tax effects of differences between the tax and book bases of assets and liabilities considering the provisions of enacted tax laws. In assessing the
+realizability of deferred tax assets, the Company considers 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. At January 31, 2008 and 2007, the Company
+provided a valuation allowance on certain of its deferred tax assets for the net operating losses of a foreign subsidiary and certain state R&D credit carryforwards. 
+On February 1, 2007 the Company adopted FASB Interpretation (FIN) 48, “Accounting for Uncertainty in Income Taxes—an interpretation of SFAS No. 109”. This interpretation describes a
+recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return. This Interpretation requires recognition of tax benefits that satisfy a more likely than not
+threshold. This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. 
+Net Income Per Common Share: Net income per common share has been computed and presented pursuant to the provisions of SFAS No. 128, “Earnings per Share”. Basic net income per share is
+based on the weighted average number of shares outstanding during the period. Diluted net income per share is based on the basic weighted average number of shares and potential common shares for stock options outstanding during the period using the
+treasury stock method. Options to purchase 1,832,686, 1,830,078 and 1,956,694 shares of common stock were outstanding at January 31, 2008, 2007 and 2006, respectively. In fiscal years 2008, 2007 and 2006, there were 159,150, 0, and 4,125
+options that were not included in the computation of diluted net income per common share because their inclusion would be anti-dilutive. 
+Common Stock Dividends: On May 16, 2006, the Company declared a 5 for 4 stock split with a record date of June 16, 2006 which was accounted for as a stock dividend and was distributed to shareholders on
+June 30, 2006. An amount equal to the fair value of the additional shares was transferred from retained earnings to additional paid-in capital and common stock as of the declaration date. All per share and weighted average share amounts for all
+prior periods were restated to reflect the impact of the common stock dividend. 
+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 relate to
+the allowances for doubtful accounts and credits, inventory valuation, impairment of long-lived assets and goodwill, income taxes, stock based compensation 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. 
+Allowance for Doubtful Accounts: In circumstances where the Company is aware of a specific
+customer’s inability to meet its financial obligations, an allowance is established. The majority of accounts are individually evaluated on a regular basis and appropriate allowances are established as deemed appropriate. The remainder of the
+allowance is based upon historical write-off experience and current market assessments. 
+Fair Value of Financial
+Instruments: The Company’s financial instruments consist mainly of cash and cash equivalents, securities available for sale, accounts receivable and accounts payable. The carrying amounts of these financial instruments as of
+January 31, 2008 and 2007 approximate fair value. 
+Comprehensive Income: In accordance with SFAS No. 130 “Reporting
+Comprehensive Income”, the Company reports by major components and as a single total the change in net assets during the period from non-owner sources. The consolidated statement of comprehensive income has been included with the consolidated
+statement of shareholders’ equity. Accumulated other comprehensive income at January 31, 2008 consists of net unrealized gains and losses on available for sale securities of $26,769 and net translation gains and losses on foreign
+operations of $622,484. 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Share-Based Compensation : Prior to February 1, 2006, the Company accounted for
+employee share-based compensation using the intrinsic value method supplemented by pro forma disclosures in accordance with Accounting Principles Board (“APB”) No. 25 “Accounting for Stock Issued to Employees” and SFAS
+No. 123, “Accounting for Stock-Based Compensation.” Under the intrinsic value method the Company recognized no compensation expense for employee stock options or shares purchased under the Employee Stock Purchase Plan
+(“ESPP”). Effective February 1, 2006, the Company adopted the provisions of SFAS No. 123(R) “Share-Based Payment” under the “modified prospective” transition method outlined in the Statement. A “modified
+prospective” transition method is one in which compensation expense is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and
+(b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the date of adoption. 
+The Company has estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. The volatility
+assumption is based on the historical weekly price data of the Company’s common stock over a period equivalent to the weighted average expected life of the Company’s options. Management evaluated whether there were factors during that
+period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms
+of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for
+bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. 
+Prior to the adoption of SFAS 123(R), the Company presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the consolidated statement of cash flows. SFAS 123R
+requires the cash flow resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as a cash inflow from financing activities and a cash outflow
+from operating activities. The Company treats tax deductions from certain stock option exercises as being realized when they reduce taxes payable in accordance with relevant tax law. 
+Recent Accounting Pronouncements: 
+In September 2006, the FASB issued SFAS No. 157,
+“Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 will
+be applied prospectively and will be effective for fiscal years beginning after November 15, 2007. The FASB has provided a one year deferral. The Company has elected not to adopt the provisions of SFAS 157 at this time. The Company is
+evaluating the impact of SFAS No. 157 on its results of operations and financial position. 
+In February 2007, the FASB issued SFAS
+No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of SFAS 115” (“SFAS No. 159”). The new statement allows entities to choose, at specified election dates, to measure
+eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting
+periods must be recognized in current earnings. The Company has determined that the adoption of SFAS 159 will not have a material impact on our consolidated financial position, results of operations or cash flows. 
+In December 2007, the FASB issued Statement No. 141R, “Business Combinations,” which establishes principles for how an acquirer recognizes and
+measures in its financial statements the identifiable assets acquired 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+and liabilities assumed in a business combination, recognizes and measures the goodwill acquired in a business combination, and determines what information
+to disclose to enable users of the financial statements to evaluate the nature and financial effects of a business combination. We are required to apply this Statement prospectively to business combinations for which the acquisition date is on or
+after February 1, 2009. 
+Note 2—Securities Available for Sale 
+Pursuant to our investment policy, securities available for sale include corporate debt securities, governmental obligations and state and municipal securities with various contractual or anticipated maturity dates.
+Governmental obligations include U.S. Government and Federal Agency securities. Auction rate securities are variable rate bonds tied to short-term interest rates with maturities on the face of the securities in excess of 90 days and have interest
+rate resets through a modified Dutch auction, at predetermined short-term intervals, usually every 7, 28 or 35 days. Auction rate securities generally trade at par and are callable at par on any interest payment date at the option of the
+issuer. Interest received during a given period is based upon the interest rate determined through the auction process. Although these securities are issued and rated as long term bonds, they are priced and traded as short-term instruments
+because of the liquidity provided through the interest rate reset. All short-term marketable securities either (1) have original maturities greater than 90 days but less than one year or (2) are auction rate securities expected to be
+liquidated within one year, are classified as available-for-sale and are recorded at fair value with changes in fair value reflected in other comprehensive income. All proceeds were from the maturity of the securities or sales of auction rate
+securities at par value. The fair value, amortized cost and gross unrealized gains and losses of the securities are as follows: 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2008 
+Auction Rate Securities 
+$ 
+6,250,000 
+$ 
+— 
+$ 
+— 
+$ 
+6,250,000 
+Governmental 
+842,150 
+5,430 
+(4,299 
+) 
+843,281 
+State and Municipal 
+4,675,354 
+39,455 
+(420 
+) 
+4,714,389 
+$ 
+11,767,504 
+$ 
+44,885 
+$ 
+(4,719 
+) 
+$ 
+11,807,670 
+January 31, 2007 
+Auction Rate Securities 
+$ 
+6,725,000 
+$ 
+— 
+$ 
+— 
+$ 
+6,725,000 
+Governmental 
+3,155,639 
+45 
+(76,103 
+) 
+3,079,581 
+State and Municipal 
+2,530,942 
+— 
+(1,458 
+) 
+2,529,484 
+$ 
+12,411,581 
+$ 
+45 
+$ 
+(77,561 
+) 
+$ 
+12,334,065 
+The cost of securities available for sale is based on specific identification in determining
+realized gains or losses. 
+The expected maturity dates of these securities are as follows: 
+January 31, 
+2008 
+2007 
+Less than one year 
+$ 
+5,560,175 
+$ 
+5,256,378 
+One to five years 
+1,898,337 
+818,931 
+Greater than five years 
+4,349,158 
+6,258,756 
+$ 
+11,807,670 
+$ 
+12,334,065 
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Actual maturities may differ as a result of sales or earlier issuer redemptions. 
+Uncertainties in the credit markets may affect the liquidity of our holdings in auction rate securities. We did not experience any unsuccessful
+auction rate resets during the years ended January 31, 2008 and 2007. However we have experienced failures on certain subsequent auction rate resets. Nevertheless, we continue to earn interest every 28-35 days. While our investments in auction rate
+securities are of high credit quality, at this time we are uncertain as to whether or when the liquidity issues relating to these investments will worsen or improve. We do not believe that it is necessary at this time to adjust the fair value of our
+portfolio of auction rate securities and we expect to hold the auction rate securities until liquidity improves or the borrower calls the underlying securities. 
+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 are as follows: 
+January 31, 
+2008 
+2007 
+Materials and Supplies 
+$ 
+8,661,345 
+$ 
+6,848,636 
+Work-in-Progress 
+1,735,972 
+1,486,773 
+Finished Goods 
+3,653,302 
+3,059,354 
+$ 
+14,050,619 
+$ 
+11,394,763 
+Included within finished goods inventory is $1,111,063 and $574,316 of demonstration equipment at
+January 31, 2008 and 2007, respectively. 
+Note 4—Accrued Expenses 
+Accrued expenses at January 31, 2008 and January 31, 2007 consisted of the following: 
+January 31, 
+2008 
+2007 
+Professional fees 
+$ 
+220,117 
+$ 
+145,849 
+Freight 
+99,839 
+125,765 
+Health insurance reimbursement reserve 
+100,000 
+106,000 
+Dealer commissions 
+166,401 
+224,261 
+Warranty 
+368,073 
+354,901 
+Sales and VAT taxes 
+293,886 
+197,934 
+Restructuring reserve (note 15) 
+299,761 
+— 
+Tax reserves 
+— 
+734,788 
+Other 
+715,978 
+736,521 
+$ 
+2,264,055 
+$ 
+2,626,019 
+Note 5—Line of Credit 
+The Company has a $3,500,000 unsecured bank line of credit, all of which is currently available. Borrowings under this line of credit bear interest at the bank’s prime rate. This line of credit is scheduled to
+expire on July 1, 2009 and is expected to be renewed at that time. 
+37 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 6—Share Based Compensation 
+The Company adopted SFAS No. 123(R) on February 1, 2006 and recognized the following compensation expense during fiscal 2008 and 2007: 
+Years Ended January 31 
+2008 
+2007 
+Cost of Sales 
+$ 
+97,134 
+$ 
+78,085 
+Selling, General and Administrative 
+390,816 
+261,169 
+Research and Development 
+97,378 
+73,439 
+Reduction in Pre tax income 
+585,328 
+412,693 
+Income tax effect 
+(76,588 
+) 
+(52,013 
+) 
+Decrease in Net Income 
+$ 
+508,740 
+$ 
+360,680 
+Decrease in Net Income per Share—basic 
+0.07 
+$ 
+0.05 
+Decrease in Net Income per Share—diluted 
+0.07 
+$ 
+0.05 
+SFAS No. 123(R) requires the Company to present pro forma information for the comparative periods
+prior to the adoption as if the Company had accounted for all share-based compensation under the fair value method. The following table illustrates the effect on net income and net income per share as if the fair value based method had been applied.
+Year Ended 
+January 31, 
+2006 
+Net income as reported 
+$ 
+2,550,585 
+Stock-based employee compensation determined under the fair value method, net of tax effects 
+(341,842 
+) 
+Pro forma net income 
+$ 
+2,208,743 
+Net income per common share—diluted 
+As reported 
+$ 
+0.35 
+Pro forma 
+$ 
+0.31 
+Note 7—Shareholders’ Equity 
+Common Stock: The Company repurchased 55,300, 100,000 and 3,384 shares of its common stock for $480,068, $1,065,500 and $30,163 in fiscal
+2008, 2007 and 2006, respectively. The Company’s Board of Directors has authorized the purchase of up to an additional 392,289 shares of the Company’s common stock on the open market as of January 31, 2008. 
+The Company maintains the following benefit plans involving the Company’s common stock: 
+Stock Plans: As of January 31, 2008, the Company has one non-qualified stock option plan under which non-qualified options may be granted to
+officers and key employees and one equity incentive plan under which incentive stock options, non-qualified stock options, restricted stock and other equity-based awards may be granted to officers and key employees. To date, only options have been
+granted under these plans. Options granted to employees now vest over four years. An aggregate of 1,000,000 shares were authorized for awards under the equity incentive plan. Any options granted under the equity incentive plan must be at an exercise
+price of not less than fair market value at the date of grant. An aggregate of 1,375,000 shares were authorized for grants under the non-qualified stock option plan at an exercise price of not less than 50% of fair market value at the date of grant.
+38 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Summarized option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2005 
+1,912,831 
+$ 
+2.40–9.59 
+$ 
+5.07 
+Options Granted 
+109,750 
+$ 
+6.77–8.73 
+$ 
+6.84 
+Options Exercised 
+(51,012 
+) 
+$ 
+2.40–8.73 
+$ 
+5.14 
+Options Expired 
+(14,875 
+) 
+$ 
+6.77–8.73 
+$ 
+7.94 
+Options Outstanding, January 31, 2006 
+1,956,694 
+$ 
+2.40–9.59 
+$ 
+5.18 
+Options Granted 
+132,500 
+$ 
+7.93–7.93 
+$ 
+7.93 
+Options Exercised 
+(243,147 
+) 
+$ 
+2.40–6.77 
+$ 
+5.17 
+Options Expired 
+(15,969 
+) 
+$ 
+6.14–8.73 
+$ 
+7.63 
+Options Outstanding, January 31, 2007 
+1,830,078 
+$ 
+2.40–9.59 
+$ 
+5.36 
+Options Granted 
+165,200 
+$ 
+11.45–11.90 
+$ 
+11.71 
+Options Exercised 
+(144,912 
+) 
+$ 
+2.40–8.73 
+$ 
+5.53 
+Options Expired 
+(17,680 
+) 
+$ 
+2.40–11.90 
+$ 
+7.81 
+Options Outstanding, January 31, 2008 
+1,832,686 
+$ 
+2.40–11.90 
+$ 
+5.89 
+Options Exercisable, January 31, 2008 
+1,458,610 
+$ 
+2.40–9.59 
+$ 
+4.96 
+Options Exercisable, January 31, 2007 
+1,484,779 
+$ 
+2.40–9.59 
+$ 
+4.74 
+Options Exercisable, January 31, 2006 
+1,633,943 
+$ 
+2.40–9.59 
+$ 
+4.60 
+Set forth below is a summary of options outstanding at January 31, 2008: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise
+Price 
+$2.40-$3.59 
+655,840 
+$3.05 
+3 
+655,840 
+$3.05 
+$4.27-$6.14 
+515,577 
+$5.50 
+2 
+515,577 
+$5.50 
+$6.73-$11.90 
+661,269 
+$9.02 
+7 
+287,193 
+$8.34 
+1,832,686 
+1,458,610 
+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. 
+Years Ended January 31, 
+2008 
+2007 
+2006 
+Risk-free interest rate 
+4.5 
+% 
+3.8 
+% 
+3.4 
+% 
+Expected life (years) 
+5 
+5 
+5 
+Expected volatility 
+48.1 
+% 
+52.2 
+% 
+57.9 
+% 
+Forfeiture rate 
+3.0 
+% 
+3.0 
+% 
+0.0 
+% 
+Expected dividend yield 
+1.9 
+% 
+1.6 
+% 
+1.7 
+% 
+39 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The weighted average grant date fair value of options granted during fiscal 2008, 2007 and 2006 was
+$4.74, $3.45 and $3.14, respectively. As of January 31, 2008 there was $745,953 of unrecognized compensation expense related to the unvested stock options granted under the plans. The expense is to be recognized over a weighted average of two
+years. 
+As of January 31, 2008, the aggregate intrinsic value (the aggregate difference between the closing stock price of the
+Company’s common stock on January 31, 2008 and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $6,913,876 for all exercisable options and $7,294,366
+for all options outstanding. The weighted average remaining contractual term for these options are 3 years for options that are exercisable and 4 years for all options outstanding. The total aggregate intrinsic value of options exercised during
+fiscal 2008 and 2007 was $603,702 and $1,276,730, respectively. 
+At January 31, 2008, 985,000 shares were available for grant under
+the 2007 equity incentive plan and 331,600 shares were available for grant under the non-qualified option plan. 
+The 2007 Equity Incentive
+Plan provides for an automatic annual grant of ten-year options to purchase 5,000 shares of stock to each non-employee director upon the adjournment of each shareholders’ meeting. Each such option is exercisable at the fair market value as of
+the grant date and vests immediately prior to the next succeeding shareholders’ meeting. During fiscal 2008, 15,000 shares were awarded to non-employee directors. 
+Employee Stock Purchase Plan: The Company’s ESPP allows eligible employees to purchase shares of common stock at a 10% discount from fair market value on the date of purchase. A total of 247,500
+shares were initially reserved for issuance under the Plan. Summarized plan activity is as follows: 
+Years Ended January 31, 
+2008 
+2007 
+2006 
+Shares reserved, beginning 
+103,244 
+106,312 
+109,648 
+Shares purchased 
+(3,052 
+) 
+(3,068 
+) 
+(3,336 
+) 
+Shares reserved, ending 
+100,192 
+103,244 
+106,312 
+Employee Stock Ownership Plan: The Company has an Employee Stock Ownership Plan (ESOP)
+providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’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 $80,000, $80,000 and $0 in fiscal 2008, 2007 and 2006, respectively. All shares owned by the ESOP have been allocated to participants. 
+Note 8—Income Taxes 
+The components of income
+before income taxes are as follows: 
+Years Ended January 31, 
+2008 
+2007 
+2006 
+Domestic 
+$ 
+3,710,798 
+$ 
+8,276,724 
+$ 
+1,931,304 
+Foreign 
+1,343,068 
+1,348,393 
+1,470,910 
+Total 
+$ 
+5,053,866 
+$ 
+9,625,117 
+$ 
+3,402,214 
+40 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The components of the provision for income taxes are as follows: 
+Years Ended January 31, 
+2008 
+2007 
+2006 
+Current: 
+Federal 
+$ 
+191,378 
+$ 
+1,008,275 
+$ 
+303,866 
+State 
+273,531 
+334,794 
+161,474 
+Foreign 
+886,049 
+482,715 
+534,992 
+$ 
+1,350,958 
+$ 
+1,825,784 
+$ 
+1,000,332 
+Deferred: 
+Federal 
+$ 
+(243,017 
+) 
+$ 
+1,684,524 
+$ 
+(137,379 
+) 
+State 
+(321,246 
+) 
+117,071 
+(11,324 
+) 
+Foreign 
+(42,667 
+) 
+(61,227 
+) 
+— 
+(606,930 
+) 
+1,740,368 
+(148,703 
+) 
+$ 
+744,028 
+$ 
+3,566,152 
+$ 
+851,629 
+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, 
+2008 
+2007 
+2006 
+Income tax provision at statutory rate 
+$ 
+1,718,314 
+$ 
+3,272,540 
+$ 
+1,156,752 
+State taxes, net of federal tax effect 
+(174,684 
+) 
+298,231 
+99,099 
+Change in valuation allowance 
+480,463 
+60,957 
+— 
+Reversal of reserves no longer required 
+(446,538 
+) 
+(231,534 
+) 
+(361,000 
+) 
+Italian subsidiary receivable write off 
+(657,478 
+) 
+— 
+— 
+Stock compensation 
+124,612 
+90,100 
+— 
+Tax-exempt income 
+(117,652 
+) 
+— 
+— 
+R&D credits 
+(95,212 
+) 
+(124,795 
+) 
+(134,037 
+) 
+Other, net 
+(87,797 
+) 
+200,653 
+90,815 
+$ 
+744,028 
+$ 
+3,566,152 
+$ 
+851,629 
+During fiscal 2008, the Company recorded a benefit of $167,000 related to the completion of an IRS
+exam, a benefit of $319,000 related to changes in uncertain R&D and foreign tax credit positions, an expense of $40,000 related to differences between the prior year tax provision and the actual return as filed and benefits of $728,000 related
+to the restructuring of the sales and service centers located in Italy and the Netherlands. During fiscal 2007, the Company recorded a $231,534 favorable adjustment related to differences between the prior year tax provision and the actual tax
+return as filed primarily relating to additional foreign tax credits, R&D credits and lower state income taxes. During fiscal 2006, the Company recorded a $361,000 reversal of tax reserves related to the favorable resolution of certain income
+tax examinations. 
+41 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The components of deferred income tax expense arise from various temporary differences and relate to
+items included in the statement of operations. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities at January 31, 2008 and January 31, 2007 are as follows: 
+January 31, 
+2008 
+2007 
+Deferred Tax Assets: 
+Net Operating Loss Carryforward 
+$ 
+616,534 
+$ 
+275,580 
+Inventory Reserves 
+1,182,348 
+1,083,491 
+R&D Credits 
+200,878 
+462,364 
+Vacation Accrual 
+368,529 
+335,194 
+Foreign Tax Credits 
+539,675 
+152,760 
+Deferred Service Contract Revenue 
+316,627 
+311,027 
+Reserve for Doubtful Accounts 
+191,356 
+194,327 
+Other 
+1,107,694 
+591,409 
+4,523,641 
+3,406,152 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+767,399 
+629,620 
+Deferred Tax Gain on Sale of Real Estate 
+1,011,102 
+1,270,598 
+Other 
+842,926 
+509,332 
+2,621,427 
+2,409,550 
+Subtotal 
+1,902,214 
+996,602 
+Valuation Allowance 
+(756,043 
+) 
+(275,580 
+) 
+Net Deferred Tax Assets 
+$ 
+1,146,171 
+$ 
+721,022 
+The Company has a valuation allowance for deferred tax assets at January 31, 2008 of $756,043
+which is an increase of $480,463 from the balance at January 31, 2007. The valuation allowance relates to the Company’s $616,534 net operating loss carryfoward in its operation in Italy and $139,509 for certain state R&D tax credit
+carryforwards which could expire unused. 
+On February 1, 2007, the Company adopted FIN 48, which applies to all tax positions
+accounted for under SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a two step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return. The first step is a
+determination of whether the tax position should be recognized in the financial statements. The second step determines the measurement of the tax position. FIN 48 also provides guidance on derecognition of such tax positions, classification,
+potential interest and penalties, accounting in interim periods and disclosure. The adoption of FIN 48 resulted in a $734,788 decrease in current liabilities, a $1,882,422 increase in long term liabilities, and a $1,147,634 decrease to retained
+earnings. 
+42 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The Company does not anticipate significant changes to the total amounts of the unrecognized tax
+benefits within the next twelve months. A reconciliation of unrecognized tax benefits, excluding interest and penalties, for the fiscal year ended January 31, 2008 is as follows: 
+Balance at February 1, 2007 
+$ 
+2,016,280 
+Increases in prior period tax positions 
+— 
+Decreases in prior period tax positions 
+(520,845 
+) 
+Increases in current period tax positions 
+506,057 
+Decreases related to settlements with tax authorities 
+(659,593 
+) 
+Decreases from the expiration of statute of limitations 
+— 
+Foreign currency translation adjustments 
+30,868 
+Balance at January 31, 2008 
+$ 
+1,372,767 
+If the $1,372,767 is recognized, $1,259,451 would decrease the effective tax rate in the period in
+which each of the benefits is recognized and the remainder would be offset by a reversal of deferred tax assets. 
+During fiscal 2008, the
+Company recognized $149,260 of potential interest and penalties, which are included as a component of income tax in the accompanying statement of operations. At January 31, 2008, the Company had accrued potential interest and penalties of
+$231,951. 
+During the fourth quarter of fiscal 2008, the Internal Revenue Service officially concluded its examination of the
+Company’s fiscal 2005 and 2006 Federal tax returns. As a result, the Company has recorded a $140,100 refund receivable from the Internal Revenue Service which is recorded within other current assets. 
+As of January 31, 2008, the fiscal year 2007 remains subject to U.S. Federal income tax examinations. In addition, the Company is subject to state and
+local income and non-U.S. tax examinations for the tax years January 31, 2005 through 2007. 
+At January 31, 2008, the Company has
+indefinitely reinvested $2,305,034 of the cumulative undistributed earnings of certain foreign subsidiaries, all of which would be subject to U.S. taxes if repatriated to the U.S. Through January 31, 2008, the Company has not provided deferred
+income taxes on the undistributed earnings of its foreign subsidiaries because such earnings are considered to be indefinitely reinvested outside the U.S. Non-U.S. income taxes are, however, provided on those foreign subsidiaries’ undistributed
+earnings. Determination of the potential deferred income tax liability on these undistributed earnings is not practicable because such liability, if any, is dependent on circumstances existing if and when remittance occurs. 
+Note 9—Leases and Other Contractual Obligations 
+Minimum payments under noncancellable operating leases at January 31, 2008 were as follows: 
+Year Ending January 31, 
+2009 
+$ 
+258,520 
+2010 
+221,154 
+2011 
+111,944 
+2012 
+38,121 
+2013 and Thereafter 
+75,222 
+Minimum Lease Payments 
+$ 
+704,961 
+The Company incurred rent expense in the amount of $612,399, $604,586 and $485,311 for the fiscal
+years 2008, 2007 and 2006, respectively. 
+43 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The Company has purchase obligations in the amount of $5,467,957 due within one year for goods and
+services with defined terms as to price, quantity, delivery and termination liability. 
+Note 10—Nature of Operations, Segment Reporting and
+Geographical 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, neuropsychological instrumentation systems and consumable 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 reports three reporting segments consistent with its sales product groups: Test & Measurement (T&M); QuickLabel Systems (QuickLabel) and Grass Technologies (GT).
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the
+aerospace, automotive, metal mill, power and telecommunications industries. QuickLabel produces an array of high-technology digital label printers, automatic labelers, print and apply systems, labeling software and consumables for a variety of
+commercial industries worldwide. GT produces a range of instrumentation equipment and supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG – Sleep Monitoring) and biomedical research applications used
+worldwide by universities, medical centers and companies engaged in a variety of clinical and research activities. The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies
+herein. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+Business is conducted 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 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. 
+The following tables summarizes selected financial information by segment: 
+(dollars in thousands) 
+Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+2008 
+2007 
+2006 
+2008 
+2007 
+2006 
+2008 
+2007 
+2006 
+T&M 
+$ 
+16,505 
+$ 
+15,695 
+$ 
+11,467 
+$ 
+3,056 
+$ 
+2,592 
+$ 
+331 
+18.5 
+% 
+16.5 
+% 
+2.9 
+% 
+QuickLabel 
+38,144 
+31,121 
+29,698 
+4,222 
+1,248 
+2,874 
+11.1 
+% 
+4.0 
+% 
+9.7 
+% 
+GT 
+17,722 
+18,703 
+18,136 
+1,583 
+3,109 
+2,906 
+8.9 
+% 
+16.6 
+% 
+16.0 
+% 
+Total 
+$ 
+72,371 
+$ 
+65,519 
+$ 
+59,301 
+8,861 
+6,949 
+6,111 
+12.2 
+% 
+10.6 
+% 
+10.3 
+% 
+Corporate Expenses 
+4,147 
+3,460 
+2,956 
+Restructuring Charges 
+515 
+— 
+— 
+Gain on Sale of Real Estate, net 
+— 
+5,252 
+— 
+Operating Income 
+4,199 
+8,741 
+3,155 
+Other Income and Expense, net 
+855 
+884 
+247 
+Income Before Income Taxes 
+5,054 
+9,625 
+3,402 
+Income Tax Provision 
+744 
+3,566 
+851 
+Net Income 
+$ 
+4,310 
+$ 
+6,059 
+$ 
+2,551 
+44 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Presented below is selected information by segment: 
+(in thousands) 
+Depreciation 
+Capital Expenditures 
+2008 
+2007 
+2006 
+2008 
+2007 
+2006 
+T&M 
+$ 
+472 
+$ 
+397 
+$ 
+319 
+$ 
+623 
+$ 
+701 
+$ 
+365 
+QuickLabel 
+713 
+603 
+516 
+744 
+750 
+399 
+GT 
+402 
+390 
+374 
+3.367 
+719 
+271 
+Total 
+$ 
+1,587 
+$ 
+1,390 
+$ 
+1,209 
+$ 
+4,734 
+$ 
+2,170 
+$ 
+1,035 
+Presented below are selected assets by segment: 
+(in thousands) 
+Assets 
+2008 
+2007 
+T&M 
+$ 
+12,048 
+$ 
+9,630 
+QuickLabel 
+16,889 
+16,424 
+GT 
+11,533 
+8,288 
+Corporate* 
+21,299 
+23,659 
+Total 
+$ 
+61,699 
+$ 
+58,001 
+* 
+Corporate assets consist of cash, investments, income tax accounts and miscellaneous fixed assets. 
+Presented below is selected financial information by geographic area: 
+(in thousands) 
+Sales 
+Long-Lived Assets 
+2008 
+2007 
+2006 
+2008 
+2007 
+United States 
+$ 
+50,479 
+$ 
+47,504 
+$ 
+41,417 
+$ 
+12,388 
+$ 
+8,942 
+Europe 
+13,563 
+11,688 
+11,746 
+676 
+673 
+Canada 
+2,697 
+2,217 
+2,548 
+6 
+12 
+Asia 
+2,938 
+2,366 
+1,948 
+— 
+— 
+Central and South America 
+1,736 
+1,077 
+1,102 
+— 
+— 
+Other 
+958 
+667 
+540 
+— 
+— 
+Total 
+$ 
+72,371 
+$ 
+65,519 
+$ 
+59,301 
+$ 
+13,070 
+$ 
+9,627 
+Included in Long-Lived Assets is goodwill assigned to the following segments: T&M $0.7 million
+and GT $1.6 million at January 31, 2008 and 2007, respectively. 
+Note 11—Profit-Sharing Plan 
+Along with the ESOP described in Note 7, the Company sponsors a Profit-Sharing Plan (the “Plan”) which provides retirement benefits to all
+eligible employees. 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 $230,160, $162,328 and $152,500
+in fiscal 2008, 2007 and 2006, respectively. 
+45 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 12—Product Warranty Liability 
+The Company offers a one-year warranty for the majority of its products. The specific terms and conditions of warranties vary depending upon the product
+sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited warranty, including parts and labor. The Company estimates the costs based on historical claims experience and records
+a liability in the amount of such estimates at the time product revenue is recognized. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Activity in the Company’s product
+warranty liability during the years ended January 31, 2008, 2007, and 2006, respectively, are as follows: 
+2008 
+2007 
+2006 
+Balance, beginning of the period 
+$ 
+354,901 
+$ 
+238,642 
+$ 
+208,642 
+Warranties issued during the period 
+522,968 
+560,983 
+395,265 
+Settlements made during the period 
+(509,796 
+) 
+(444,724 
+) 
+(365,265 
+) 
+Balance, end of the period 
+$ 
+368,073 
+$ 
+354,901 
+$ 
+238,642 
+Note 13—Concentration of Credit Risk 
+The Company generally extends credit on an uncollateralized basis to almost all customers after review of credit worthiness. Concentration of credit and
+geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs credit evaluations of its customers. At
+January 31, 2008 and 2007, no single customer accounted for more than 10% of net sales. The Company has not historically experienced significant credit losses on customers’ accounts. 
+The Company invests its excess cash principally in investment grade government and corporate debt securities. The Company has established guidelines
+relative to diversification and maturities that maintain safety of principal, liquidity and yield. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not historically experienced any
+significant losses on its cash equivalents or investments. 
+Note 14—Commitments and Contingencies 
+The Company is subject to contingencies, including legal proceedings and claims arising in the normal course of business that cover a wide range of
+matters including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+The Company accrues for direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a
+liability has been incurred and the amount of such liability can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes
+that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company. It is possible,
+however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+46 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 15—Restructuring 
+During the fourth quarter of fiscal 2008, the Company restructured its sales and service centers located in Italy and the Netherlands in order to reduce costs and streamline operations. The restructuring involved a
+reduction of employees, closing the two sales and service centers and disposing of certain assets and other miscellaneous expenses. The restructuring costs are comprised of the following for fiscal 2008: 
+Severance 
+$ 
+266,840 
+Lease termination 
+48,943 
+Disposal of assets 
+136,867 
+Other 
+62,305 
+Restructuring expense 
+$ 
+514,955 
+The following table summarizes the activity and balances of the restructuring reserve: 
+Severance 
+Lease 
+Disposal 
+Other 
+Total 
+Balance at January 31, 2007 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Reserve established 
+266,840 
+48,943 
+136,867 
+62,305 
+514,955 
+Utilization of reserve 
+(59,610 
+) 
+(15,239 
+) 
+(136,867 
+) 
+(3,475 
+) 
+(215,194 
+) 
+Balance, at January 31, 2008 
+$ 
+207,230 
+$ 
+33,704 
+$ 
+— 
+$ 
+58,830 
+$ 
+299,761 
+The Company expects to complete the utilization of the reserve related to this restructuring by
+the end of fiscal 2009. 
+47 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2008 
+$ 
+588,508 
+$ 
+105,000 
+$ 
+(102,940 
+) 
+$ 
+591,018 
+2007 
+$ 
+511,648 
+$ 
+105,000 
+$ 
+(28,140 
+) 
+$ 
+588,508 
+2006 
+$ 
+523,859 
+$ 
+89,995 
+$ 
+(102,206 
+) 
+$ 
+511,648 
+(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. 
+48
\ No newline at end of file
diff --git a/raw/filings/0000008146/2007/0001193125-08-082816/filing_metadata.csv b/raw/filings/0000008146/2007/0001193125-08-082816/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..40007f5704f1bb5be20bf24d788fc42f5429691d
--- /dev/null
+++ b/raw/filings/0000008146/2007/0001193125-08-082816/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000008146,ALOT,"AstroNova, Inc.",10-K,2008-04-16,2008-01-31,2008-04-16T21:06:54.000Z,0001193125-08-082816,d10k.htm,FORM 10-K,832748,0,0,https://www.sec.gov/Archives/edgar/data/8146/000119312508082816/d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312508082816/,2007,2007,1
diff --git a/raw/filings/0000008146/2007/0001193125-08-082816/item1.txt b/raw/filings/0000008146/2007/0001193125-08-082816/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..034e0179b163fcf25df133a7d10fa83598226753
--- /dev/null
+++ b/raw/filings/0000008146/2007/0001193125-08-082816/item1.txt
@@ -0,0 +1,103 @@
+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 30% of the Company’s sales in fiscal 2008 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 military standards 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 Lockheed 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, Dash 32HF 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, the ZEO inkjet printer which was introduced in fiscal 2008,
+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 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 its products
+and certain finished products from sole sources. 
+Product Development 
+The Company maintains an active program of product research and development. During fiscal 2008, 2007 and 2006, the Company incurred costs of $4,589,022, $4,187,018, and $4,042,710, 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 2009 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 and
+Germany. In the remaining parts of the world, the Company utilizes approximately 80 independent dealers and representatives selling and marketing its products in about 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 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 2008, 2007 and 2006,
+net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $21,892,000, $18,015,000, and $17,884,000, 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, 2008 and 2007 was $6,913,000 and $5,959,000, 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
+certain individual 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 $438,000 a year for the Company’s last five fiscal years. 
+As of January 31, 2008, the Company employed approximately 396 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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2007/0001193125-08-082816/item13.txt b/raw/filings/0000008146/2007/0001193125-08-082816/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..952a8f1dc5379e12509ddd2aae57af2446ca0f90
--- /dev/null
+++ b/raw/filings/0000008146/2007/0001193125-08-082816/item13.txt
@@ -0,0 +1,3 @@
+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 2008 annual meeting of shareholders.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2007/0001193125-08-082816/item9a.txt b/raw/filings/0000008146/2007/0001193125-08-082816/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fa1da7a3e04cf21f48f37f0fd6d41307ee9edb8c
--- /dev/null
+++ b/raw/filings/0000008146/2007/0001193125-08-082816/item9a.txt
@@ -0,0 +1,26 @@
+Item 9A.(T) Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures
+The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have conducted an
+evaluation of the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Based on that evaluation, such
+officers have concluded that the disclosure controls and procedures are effective at January 31, 2008 to ensure that the information we are required to disclose in reports filed or submitted under the Exchange Act is recorded, processed,
+summarized and reported within the required time periods and communicated to Company management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. 
+Management’s Annual Report on Internal Control over Financial Reporting 
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined
+in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of published
+financial statements in accordance with generally accepted accounting principles. 
+21 
+Table of Contents 
+However, because of its inherent limitations, internal control over financial reporting may not prevent
+or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future
+periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with policies may deteriorate. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of
+Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31, 2008. 
+Based on this assessment, the principal
+executive officer and principal financial officer believe that as of January 31, 2008, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated
+Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm
+regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit
+the Company to provide only management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2007/0001193125-08-082816/rp_note.txt b/raw/filings/0000008146/2007/0001193125-08-082816/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2007/0001193125-08-082816/rpt_disclosure.txt b/raw/filings/0000008146/2007/0001193125-08-082816/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dbb57fdc9822e360c1eaeb31c0f2f2fffd576e26
--- /dev/null
+++ b/raw/filings/0000008146/2007/0001193125-08-082816/rpt_disclosure.txt
@@ -0,0 +1,15 @@
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2008/0001193125-09-077930/filing.txt b/raw/filings/0000008146/2008/0001193125-09-077930/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..533f61a076be5717d6ec704a1e3b55f149be8360
--- /dev/null
+++ b/raw/filings/0000008146/2008/0001193125-09-077930/filing.txt
@@ -0,0 +1,3631 @@
+10-K
+1
+d10k.htm
+FORM 10-K
+Form 10-K 
+Table of Contents 
+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, 2009 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from to
+Commission file number 0-13200 
+Astro-Med, Inc.
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(Address of principal executive offices) 
+(Zip Code) 
+Registrant’s telephone number, including area code: (401) 828-4000 
+Securities registered pursuant to Section 12(b) of the Act: 
+Title of each class 
+Name of each exchange 
+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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
+Act. Yes ¨ No x 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No 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 x No ¨ 
+Indicate by checkmark 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 the Registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
+reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
+Large accelerated filer ¨ 
+Accelerated filer ¨ 
+Non-accelerated filer ¨ 
+Smaller reporting company x 
+(Do not check if a smaller reporting company) 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
+Exchange Act): Yes ¨ No x 
+The aggregate market value of the registrant’s voting common equity held by non-affiliates at August 1, 2008 was approximately $45,302,680 based on the closing price on the Nasdaq Global Market on that date.
+As of April 3, 2009 there were 7,146,603 shares of Common Stock (par value $0.05 per share) of the registrant outstanding. 
+DOCUMENTS INCORPORATED BY REFERENCE 
+Portions of the Company’s definitive Proxy Statement for the 2009 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-6 
+Item 1A. 
+Risk Factors 
+6-11 
+Item 1B. 
+Unresolved Staff Comments 
+11 
+Item 2. 
+Properties 
+11 
+Item 3. 
+Legal Proceedings 
+12 
+Item 4. 
+Submission of Matters to a Vote of Security Holders 
+12 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity
+Securities 
+13-15 
+Item 6. 
+Selected Financial Data 
+15 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+16-24 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+24 
+Item 8. 
+Financial Statements and Supplementary Data 
+25 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+25 
+Item 9A(T). 
+Controls and Procedures 
+25-26 
+Item 9B. 
+Other Information 
+26 
+PART III 
+Item 10. 
+Directors, Executive Officers and Corporate Governance 
+26-27 
+Item 11. 
+Executive Compensation 
+27 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 
+27-28 
+Item 13. 
+Certain Relationships, Related Transactions and Director Independence 
+28 
+Item 14. 
+Principal Accountant Fees and Services 
+28 
+PART IV 
+Item 15. 
+Exhibits and Financial Statement Schedules 
+29-30 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+Forward-Looking Statements 
+Information included in this Annual Report on Form 10-K may contain
+forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning future events and
+results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and similar expressions to
+identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance
+or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in this Annual Report on Form 10-K under
+“Item 1A.—Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to unduly rely on such
+forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K. 
+PART I 
+Item 1. Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,”
+“we,” “our” and “us” in this Annual Report on Form 10-K refer to Astro-Med Inc. and its consolidated subsidiaries. 
+Astro-Med, Inc. designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advance technologies. Target markets for
+products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, life sciences, packaging and transportation. 
+The Company’s products are distributed through its own sales force in the United States and Canada and in Western Europe, and by authorized dealers
+elsewhere in the world. Approximately 30% of the Company’s sales in fiscal 2009 were to customers located outside the United States. 
+We operate our business through three operating segments, Astro-Med Test & Measurement (T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (GT). Financial information by business segment and geographic area appear in
+Note 9 to the Consolidated Financial Statements on pages 49 and 50 of this Annual Report on Form 10-K. The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial
+Conditions and Results of Operations” on pages 16 through 24 of this Annual Report on Form 10-K. 
+Description of Business
+Product Overview 
+Astro-Med develops and manufactures systems that have the ability to acquire, process, analyze,
+store and present electronic data in a variety of useable forms. We sell our product under brand names including Astro-Med ® Test & Measurement (T&M), QuickLabel ® Systems (QuickLabel) and Grass ® Technologies (GT). Products sold under the Astro-Med T&M brand acquire and record data and print
+the output onto charts or electronic media. 
+3 
+Table of Contents 
+Products sold under the QuickLabel brand create product and packaging labels and tags in one or many colors. Products sold under the GT 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 T&M brand include ToughWriter printers, ToughSwitches Ethernet switches, Everest recorders and Dash series data
+recorders. ToughWriter ruggedized page printers are used on the flight deck and in the cabins of military and commercial aircraft to print hard copies of airport maps, flight itineraries, weather maps, gate information and ground communications.
+ToughSwitches Ethernet switches are used in commercial and military aircraft and military vehicles to connect multiple computers or Ethernet-compatible devices together. These products are ruggedized to comply with rigorous military and commercial
+flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriters for the Airbus A380, the Airbus A400M, Bombardier B145, the Boeing C-17, B-787, B-777, B-747, B-767, and Lockheed
+C-130. Other products sold under the Astro-Med brand include the Everest, used widely in the aerospace industry to monitor and track space vehicles, aircraft, missiles and other systems in flight. The Company’s Dash Series product line consists
+of a family of portable data recorders used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power plants, automotive R&D centers and manufacturing plants. Dash Series include the Dash 2EZ, Dash 8X, Dash 8HF,
+Dash 8XPM, Dash 18, Dash 20HF and the Dash 32HF. Everest recorders are used principally in the telementary sector of the aerospace industry where they are used to monitor the readiness for flight of an aircraft or space vehicle. 
+Products sold under the QuickLabel System brand include digital color label printers developed for short-run, in-house label printing; label substrates
+and thermal transfer ribbon, toner, and inkjet printing inks developed for use in label printers, and a range of labeling software, accessory products, and printing services which allow QuickLabel Systems sales and support staff to serve customers
+at virtually every level of their label printing needs. With its broad range of entry-level, mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new products.
+QuickLabel products are primarily sold to end-user manufacturers, processors, and retailers who package products on a Just-in-Time basis, who label products for private label, OEM, or contract packaging customers, or who label products in foreign
+languages for export markets. These end-users can benefit from the time savings and cost-savings of printing their own labels digitally on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals, cosmetics,
+electronics, foods and beverages, medical products, and pharmaceuticals, among many other manufactured goods. Current QuickLabel models include the Vivo!, a patented electrophotographic label printer developed to print on continuous rollstock for
+in-house label printing; the Zeo!, a lower-duty inkjet printer developed in partnership with Hewlett-Packard; and the Xe Series of color thermal transfer label printers including the QLS-4100 Xe, QLS-8100 Xe, QLS-2000 Xe and QLS-3000 Xe. The Xe
+Series of digital color thermal transfer label printers are unique in the industry in that they can be directly integrated with production line equipment and represent a novel, patented application of multi-color thermal transfer technology,
+historically only commercialized in single-color barcode label printers. QuickLabel also sells and supports its own Pronto! family of monochrome/barcode printers which utilize thermal transfer label printing technology in a single color. 
+Products sold under the Grass Technologies (GT) brand include electronic equipment, software and consumable products. The electronic equipment is
+primarily sold into the diagnostic markets of Sleep Disorders, Epilepsy Monitoring and Long-Term Monitoring (LTM). These products are sold to hospitals, free standing clinics and private physicians’ offices. The equipment sold to these markets
+detects and amplifies bio signals, for review and analysis via the special GT software programs. Customers for the secondary equipment line are typically researchers in university based research centers or companies engaged in drug research. This
+equipment consists of diagnostic recording systems, stimulation devices and accessories. The consumable line of products offered by GT are typically utilized with the systems described above. These products are predominantly made up of sensing
+devices that are used for the purpose of collecting physiological data from patients. 
+4 
+Table of Contents 
+Technology 
+The core technologies of Astro-Med 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. 
+We are continually improving the performance and functionality of our core technologies, enabling us to lead the competition with innovative products.
+Patents and Copyrights 
+Astro-Med
+holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and registers its brand trademarks. While we consider our patents to be important to the operation of our business, we do not
+believe that any existent patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the Company’s business taken as a whole. 
+Manufacturing and Supplies 
+Astro-Med designs its
+products and manufactures many of the component parts. The balance of the parts are produced to our specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to our specifications, are generally
+available from numerous suppliers. However, we do obtain certain components of our products and certain finished products from sole sources. 
+Product
+Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2009, 2008 and 2007, we incurred
+costs of $4,884,767, $4,589,022 and $4,187,018, respectively, on Company-sponsored product development. We are committed to product development as a requisite to our organic growth and expect to continue our focus on research and development efforts
+in fiscal 2010 and beyond. 
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research diagnostics, specialty printing systems and data acquisition and analysis. We retain a competitive position in our respective markets by
+virtue of proprietary technology, product reputation, delivery, technical assistance and service to customers. We market our products worldwide by advertising and promotion using major national and international trade journals, scientific meetings
+and trade shows, direct mailing campaigns and the internet. 
+Our products are sold by direct field sales persons as well as independent
+dealers and representatives. In the United States, the Company has factory-trained direct field sales people located in major cities from coast to coast specializing in either Astro-Med T&M products, QuickLabel products, or Grass Technologies
+products. Additionally, we have direct field sales and service centers in Canada, England, France, United Kingdom and staffed by our own employees. In the remaining parts of the world, Astro-Med utilizes approximately 60 independent dealers and
+representatives selling and marketing our products in 80 countries. 
+Astro-Med has a number of competitors in each of the markets that it
+serves. In the T&M area, we believe that we lead the field in data acquisition systems. In the digital color label printing field, we believe we lead the world in color label printing technology, and we were the first to market an
+electrophotographic color label printer capable of printing on continuous rollstock. 
+5 
+Table of Contents 
+Our Grass Technologies products are devoted to clinical applications in electroncephalography (EEG),
+polysomnography (PSG), and Long Term Epilepsy Monitoring (LTM). There are approximately ten companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. We believe we offer superior products based
+upon our long history and pioneering efforts in the field since 1935. Unlike most of our competitors, Astro-Med designs, manufactures and produces complete systems including transducers, amplifiers, sensors, and Windows-based application software.
+Additionally, we produce a range of life science products for the research market many of which eventually find their way into clinical applications. 
+No single customer accounted for 10% or more of our net sales in any of the last three fiscal years. 
+International
+Sales 
+In fiscal 2009, 2008 and 2007, net sales to customers in various geographic areas outside the United States, primarily in Canada
+and Western Europe, amounted to $21,823,000, $21,892,000 and $18,015,000, respectively. 
+Order Backlog 
+Astro-Med’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. Backlog at January 31, 2009 and 2008 was
+$6,405,000 and $6,913,000, respectively. 
+Employees 
+As of January 31, 2009, Astro-Med employed approximately 400 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The
+Company’s business is not seasonal in nature. However, our sales are impacted by the size and complexity of certain individual 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 $434,000 a year for the last five fiscal years. 
+Available Information 
+We make available free of charge on our Internet website (www. astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on
+Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company
+electronically files such material with, or furnishes it to, the Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Item 1A. Risk Factors 
+The following risk factors
+should be carefully considered in evaluating Astro-Med because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could
+differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and
+financial condition. If any such risks 
+6 
+Table of Contents 
+occur, Astro-Med’s business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such
+circumstances, the trading price of our securities could decline, and you may lose all or part of your investment. 
+Declining general economic
+conditions and uncertainties in the global credit and equity markets may adversely affect Astro-Med’s results of operation and financial position. 
+Our business is sensitive to changes in general economic conditions, both inside and outside the U.S. Worldwide financial markets have experienced extreme disruption in recent months, including, among other things,
+extreme volatility in security prices, severely diminished liquidity and credit availability, rating downgrades and declining valuations of investments. These disruptions are likely to have an ongoing adverse effect on the world economy. We are
+unable to predict how long the economic downturn will last. Continuing economic downturn and financial market disruptions may adversely impact our business resulting in: 
+• 
+Reduced demand for our products realized by diminished new orders and increases in order cancellations; 
+• 
+Increased risk of excess and obsolete inventories; 
+• 
+Increased pressure on the prices for our products and services; 
+• 
+Greater difficulty in collecting accounts receivables; and 
+• 
+Greater risk of impairment to the value and liquidity of our investment portfolio. 
+Astro-Med faces significant competition and our failure to compete successfully could adversely affect our results of operations and financial condition. 
+We operate in an environment of significant competition, driven by rapid technological advances, evolving industry standards, frequent new product
+introductions and the demands of customers to become more efficient. Our competitors range from large international companies to relatively small firms. We compete primarily on the basis of technology, performance, price, quality, reliability,
+brand, distribution and customer service and support. Our success in future performance is largely dependent upon our ability to compete successfully in the markets we currently serve and to expand into additional market segments. Additionally,
+current competitors or new market entrants may develop new products with features that could adversely affect the competitive position of our products. To remain competitive, we must develop new products, services and applications and periodically
+enhance our existing offerings. If we are unable to compete successfully, we could lose market share and important customers to our competitors and that could materially adversely affect our results of operations and financial position. 
+Astro-Med’s future revenue growth depends on our ability to introduce new products and services on a timely basis and achieve market acceptance of these
+new products and services. 
+The markets for our products are characterized by rapidly changing technology and accelerating product
+introduction cycles. Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying high-quality, cost-effective products, product enhancements and services on a timely basis
+and by keeping pace with technological developments and emerging industry standards. Astro-Med spends a significant amount of time and effort related to the development of our Ruggedized and Color Printer products. Failure to further develop these
+products and markets as anticipated could adversely affect our future revenue growth and operating results. 
+For certain components and assembled
+products, Astro-Med is dependent upon single or limited source suppliers. If these suppliers do not meet demand, either in volume or quality, then we could be materially harmed. 
+If the supply of a key component or assembled products were to be delayed or curtailed or, in the event a key manufacturing or sole vendor delays
+shipment of such components or completed products, our ability to ship products in desired quantities and in a timely manner would be adversely affected. Our business, results of 
+7 
+Table of Contents 
+operations and financial position could also be adversely affected, depending on the time required to obtain sufficient quantities from the original source
+or, if possible, to identify and obtain sufficient quantities from an alternative source. 
+Additionally, if any single or limited source
+supplier becomes unable or unwilling to continue to supply these components or assembled products in required volumes, we will have to identify and qualify acceptable replacements or redesign our products with different components. Alternative
+sources may not be available, or product redesign may not be feasible on a timely basis. Any interruption in the supply of or increase in the cost of the components and assembled products provided by single or limited source suppliers could have a
+material adverse effect on our business, results of operations and financial position. 
+Economic, political and other risks associated with
+international sales and operations could adversely affect Astro-Med’s results of operations and financial position. 
+Because we
+sell our products worldwide, our business is subject to risks associated with doing business internationally. Revenue from international operations, which includes both direct and indirect sales to customers outside the U.S. accounted for
+approximately 30% of our total revenue for fiscal year 2009 and we anticipate that international sales will continue to account for a significant portion of our revenue. In addition, many of our employees, suppliers, job functions and facilities are
+located outside the U.S. Accordingly, our future results could be harmed by a variety of factors, including: 
+• 
+Interruption to transportation flows for delivery of parts to us and finished goods to our customers; 
+• 
+Customer and vendor financial stability; 
+• 
+Changes in foreign currency exchange rates; 
+• 
+Changes in a specific country’s or region’s political, economic or other conditions; 
+• 
+Trade protection measures and import or export licensing requirements; 
+• 
+Negative consequences from changes in tax laws; 
+• 
+Difficulty in staffing and managing widespread operations; 
+• 
+Differing labor regulations; 
+• 
+Differing protection of intellectual property; 
+• 
+Unexpected changes in regulatory requirements; and 
+• 
+Geopolitical turmoil, including terrorism and war. 
+Astro-Med’s profitability is dependent upon our ability to obtain adequate pricing for our products and to improve our cost structure. 
+Our success depends on our ability to obtain adequate pricing for our products and services which provides a reasonable return to our shareholders. Depending on competitive market factors, future prices we obtain for
+our products and services may decline from previous levels. In addition, pricing actions to offset the effect of currency devaluations may not prove sufficient to offset further devaluations or may not hold in the face of customer resistance and/or
+competition. If we are unable to obtain adequate pricing for our products and services, our results of operations and financial position could be materially adversely affected. 
+We continually review our operations with a view towards reducing our cost structure, including but not limited to downsizing our employee base, exiting
+certain businesses, improving process and system efficiencies and outsourcing some internal functions. We from time to time engage in restructuring actions to reduce our cost structure. If we are unable to continue to maintain our cost base at or
+below the current level and maintain process and systems changes resulting from prior restructuring actions, it could materially adversely affect our results of operations and financial position. 
+8 
+Table of Contents 
+Astro-Med’s results of operation may suffer if our manufacturing capacity does not match the demand for our
+products. 
+Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market
+conditions, when demand does not meet our expectations, our manufacturing capacity will likely exceed our production requirements. If, during a general market upturn or an upturn in one of our segments, we cannot increase our manufacturing capacity
+to meet product demand, we will not be able to fulfill orders in a timely manner. This inability could materially and adversely limit our ability to improve our results. By contrast, if during an economic downturn we had excess manufacturing
+capacity, then our fixed costs associated with excess manufacturing capacity would adversely affect our income. 
+Third parties may infringe our
+intellectual property and we may suffer competitive injury or expend significant resources enforcing our rights. 
+Astro-Med’s
+success depends in part on our proprietary technology. We rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish our
+proprietary rights. If we do not enforce our intellectual property rights successfully our competitive position may suffer which could harm our results of operation and financial position. 
+Our patents, copyrights, trademarks and other intellectual property rights may not provide us a significant competitive advantage. We may need to
+spend significant resources monitoring our intellectual property rights and we may or may not be able to detect infringement by third parties. Our competitive position may be harmed if we cannot detect infringement and enforce our intellectual
+property rights quickly or at all. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons. In addition, competitors might avoid infringement by
+designing around our intellectual property rights or by developing non-infringing competing technologies. Most of our trademarks have no foreign protection since we have not registered them in foreign countries. Intellectual property rights and our
+ability to enforce them may be unavailable or limited in some countries which could make it easier for competitors to capture market share and could result in lost revenues. 
+Astro-Med could incur liabilities as a result of installed product failures due to design or manufacturing defects. 
+Astro-Med could incur liabilities as a result of installed product failures due to design or manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These
+defects could result in among other things, a delay in recognition of sales, loss of sales, loss of market share, failure to achieve market acceptance or substantial damage to our reputation. We could be subject to material claims by customers, and
+may need to incur substantial expenses to correct any product defects. 
+Astro-Med depends on the ongoing service of its senior management and ability
+to attract and retain other key personnel. 
+Our success depends to a significant degree upon the continuing contributions of key
+management, sales, marketing, research and development and manufacturing personnel, many of whom we would have difficulty replacing. We believe that our future success will depend in large part upon our ability to attract and retain highly skilled
+engineers and management, sales and marketing personnel. Failure to attract and retain key personnel could have a material adverse effect on our business, results of operations or financial position. 
+Astro-Med is subject to laws and regulations; failure to address or comply with these laws and regulations could harm our business and adversely affect our results
+of operations. 
+Our operations are subject to laws, rules, regulations, including environmental regulations, government policies and
+other requirements in each of the jurisdictions in which we conduct business. Changes in laws, rules, regulations, policies or requirements could result in the need to modify our products and could affect the demand 
+9 
+Table of Contents 
+for our products, which may have an adverse impact on our future operating results. In addition, we must comply with new regulations restricting our ability
+to include lead and certain other substances in our products. If we do not comply with applicable laws, rules and regulations we could be subject to costs and liabilities and our business may be adversely impacted. 
+A number of our products from our Grass Technology product group are subject to regulation by the United States Food and Drug Administration
+(“FDA”) and certain similar foreign regulatory agencies. If we or any of our suppliers or distributors fail to comply with FDA and other applicable regulatory requirements or are perceived to potentially have failed to comply, we may face,
+among other things, adverse publicity affecting both us and our customers; investigations or notices of non-compliance; fines, injunctions and civil penalties; partial suspensions or total shutdown of production facilities or the imposition of
+operating restrictions; increased difficulty in obtaining required FDA clearances or approvals; seizures or recalls of our products or those of our customers, and/or the inability to sell our products. 
+Astro-Med sells medical equipment to customers who rely on certain third party reimbursement rates. 
+We cannot be certain that third party reimbursement rates and policies will continue in the future. Any change in reimbursement rates and policies could
+adversely impact our profitability. 
+Adverse conditions in the global banking industry and credit markets may adversely impact the value of our cash
+investments or impair our liquidity. 
+At the end of fiscal 2009, we had cash and cash equivalents of approximately $11 million
+invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts. The recent disruptions in the financial markets may, in some cases, result in an inability to access assets such as money market funds that
+traditionally have been viewed as highly liquid. Any failure of our counterparty financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results of operations and
+financial position. As of January 31, 2009, we also had an approximate $10 million portfolio of securities available for sale which is primarily classified as a current asset. This portfolio consists of auction rate securities and state and
+municipal securities with various maturity dates. All of the securities in the portfolio are triple AAA rated at original purchase date; however, a failure of the issuer of any such commercial paper may result in an adverse impact on the portfolio.
+As of January 31, 2009, we held $890,925 of auction rate securities classified as long-term investments available for sale. If the
+uncertainties in the credit and capital market continue, these markets continue to deteriorate or the various rating agencies downgrade any of the auction rate securities that we hold, we may be required to further write-down the value of these
+investments. 
+Astro-Med may not be able to effectively integrate businesses or assets acquired. 
+We may identify and pursue acquisitions of complementary companies and strategic assets, such as customer bases, products and technology. However, there
+can be no assurance that we will be able to identify suitable acquisition opportunities. If any such opportunity involves the acquisition of a business, we cannot be certain that: 
+• 
+We will successfully integrate the operations of the acquired business with our own; 
+• 
+All the benefits expected from such integration will be realized; 
+• 
+Management’s attention will not be diverted or divided, to the detriment of current operations; 
+• 
+Amortization of acquired intangible assets will not have a negative effect on operating results or other aspects of our business; 
+• 
+Delays or unexpected costs related to the acquisition will not have a detrimental effect on our business, operating results and financial condition;
+10 
+Table of Contents 
+• 
+Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse effect on our reputation; and 
+• 
+Respective operations, management and personnel will be compatible. 
+In certain instances as permitted by applicable law and NASDAQ rules, acquisitions will be consummated without seeking and obtaining shareholder approval, in which case shareholders will not have an opportunity to
+consider and vote upon the merits of such an acquisition. Although we will endeavor to evaluate the risks inherent in a particular acquisition, there can be no assurance that we will properly ascertain or assess such risks. 
+Business interruptions could adversely affect Astro-Med’s business. 
+Our operations and the operations of our suppliers, contract manufacturers and customers are vulnerable to interruptions by fire, earthquake, hurricane, power loss, telecommunications failure, terrorism and other
+events beyond our control. Although we carry insurance for property damage and business interruption, we do not carry insurance for interruptions or potential losses arising from terrorism. In the event that a material business interruption occurs
+that affects Astro-Med, its suppliers, contract manufacturers or customers, shipments could be delayed and our business and financial results could be harmed. 
+Item 1B. Unresolved Staff Comments 
+None 
+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. 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Warwick, RI 
+126,000 
+Corporate headquarters, research and development, manufacturing, sales and service 
+Rockland, MA 
+36,000 
+Manufacturing, sales and service 
+Slough, England 
+1,700 
+Sales and service 
+Astro-Med also leases facilities in five locations. The following information pertains to each
+location: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+Rodgau, Germany 
+5,435 
+Manufacturing, sales and service 
+Brossard, Quebec, Canada 
+3,400 
+Sales and service 
+Newport Beach, California 
+151 
+Sales and service 
+Trappes, France 
+2,164 
+Sales and service 
+Schaumburg, IL 
+1,131 
+Sales and service 
+We believe our facilities are well maintained, in good operating condition and generally adequate
+to meet our needs for the foreseeable future. 
+11 
+Table of Contents 
+Item 3. Legal Proceedings 
+In April 2008, following a trial in the U.S. District Court of Rhode Island, the jury found a former employee to have violated his non-compete agreement
+and awarded Astro-Med damages of $375,800 against both the former employee and the former employee’s new employer. Astro-Med was also awarded exemplary damages and attorneys fees (all of which have been previously expensed), resulting in a
+total award of over $1.1 million. The defendants have appealed the judgment to the United States Court of Appeals for the First Circuit and have posted a bond for approximately $1.3 million as a security for payment of the judgment during the appeal
+process. Currently the appeal is pending. The Company has not recognized any income through January 31, 2009 on this contingency. 
+There are no pending or threatened legal proceedings against Astro-Med believed to be material to our financial position or results of operations. 
+Item 4. Submission of Matters to a Vote of Security Holders 
+No matters
+were submitted to a vote of the Company’s security holders, through solicitation of proxies or otherwise, during the last quarter of the period covered by this report. 
+12 
+Table of Contents 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+Astro-Med’s common stock trades on The NASDAQ Global Market under the symbol ALOT. The following table sets forth dividend data and the range of high
+and low closing prices, as furnished by NASDAQ, for the years ended January 31: 
+High 
+Low 
+Dividends 
+Per Share 
+2009 
+First Quarter 
+$ 
+10.00 
+$ 
+8.34 
+$ 
+0.06 
+Second Quarter 
+$ 
+10.38 
+$ 
+8.25 
+$ 
+0.06 
+Third Quarter 
+$ 
+10.00 
+$ 
+6.00 
+$ 
+0.06 
+Fourth Quarter 
+$ 
+7.39 
+$ 
+5.55 
+$ 
+0.06 
+2008 
+First Quarter 
+$ 
+11.94 
+$ 
+10.48 
+$ 
+0.05 
+Second Quarter 
+$ 
+12.08 
+$ 
+9.11 
+$ 
+0.05 
+Third Quarter 
+$ 
+10.68 
+$ 
+8.38 
+$ 
+0.05 
+Fourth Quarter 
+$ 
+10.29 
+$ 
+8.40 
+$ 
+0.05 
+Astro-Med had approximately 315 shareholders of record as of April 3, 2009, which does not reflect
+shareholders with beneficial ownership in shares held in nominee name. 
+13 
+Table of Contents 
+The line graph below shows a comparison of 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, 2009. The University of Chicago’s Center for Research in Security Pricing (CRSP) total return index is
+calculated using all companies trading on the NASDAQ Global Select, NASDAQ Global Market and the NASDAQ Capital Market listing through January 31, 2009. It includes both domestic and foreign companies. The index is weighted by the 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 $100 invested on February 1, 2004 with reinvestment of dividends. 
+2004 
+2005 
+2006 
+2007 
+2008 
+2009 
+Astro-Med, Inc. 
+$ 
+100.00 
+$ 
+71.57 
+$ 
+79.07 
+$ 
+102.20 
+$ 
+97.21 
+$ 
+71.76 
+Nasdaq Electronic Components 
+$ 
+100.00 
+$ 
+72.01 
+$ 
+79.86 
+$ 
+83.47 
+$ 
+79.03 
+$ 
+47.24 
+Nasdaq US and foreign index 
+$ 
+100.00 
+$ 
+99.91 
+$ 
+112.72 
+$ 
+121.28 
+$ 
+118.40 
+$ 
+59.00 
+Dividend Policy 
+Astro-Med began a program of paying quarterly cash dividends in fiscal 1992 and has paid a dividend for 70 consecutive quarters. During fiscal 2009, we paid a quarterly dividend of $0.06 per share. We anticipate that
+we will continue to pay comparable cash dividends on a quarterly basis. 
+14 
+Table of Contents 
+Stock Repurchases 
+On August 16, 2004, Astro-Med announced that its Board of Directors had approved the repurchase of 600,000 shares of common stock. This is an ongoing authorization without any expiration date. 
+During the fourth quarter of fiscal 2009, the Company made the following repurchases of its common stock: 
+Total Number 
+of Shares 
+Repurchased 
+Average 
+Price paid 
+Per Share 
+Total Number of 
+Shares Purchased as 
+Part of Publicly 
+Announced Plans or 
+Programs 
+Maximum Number 
+of Shares That 
+May Be Purchased 
+Under The Plans 
+or Programs 
+November 2 – November 29 
+— 
+$ 
+— 
+— 
+392,289 
+November 30 – December 27 
+— 
+$ 
+— 
+— 
+392,289 
+December 28 – January 31 
+— 
+$ 
+— 
+— 
+392,289 
+Item 6. Selected Financial Data 
+The following financial data with respect to our results of operations, per share and financial condition data for each of the five fiscal years in the
+period ended January 31, 2009 set forth below has been derived from our audited consolidated financial statements. The selected financial information presented below should be read in conjunctions with the Consolidated Financial Statements and
+related notes thereto and “Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K. 
+(Dollars in Thousands, Except Per Share Amounts) 
+2009 
+2008 
+2007 
+2006 
+2005 
+Results of Operations: 
+Net Sales 
+$ 
+71,783 
+$ 
+72,371 
+$ 
+65,519 
+$ 
+59,301 
+$ 
+55,975 
+Cost of Sales 
+40,715 
+41,260 
+38,521 
+34,643 
+32,929 
+Gross Profit 
+31,068 
+31,111 
+26,998 
+24,658 
+23,046 
+Selling and Marketing 
+16,942 
+17,126 
+15,437 
+14,143 
+13,360 
+General and Administrative 
+4,615 
+4,682 
+3,884 
+3,317 
+3,070 
+Research & Development 
+4,885 
+4,589 
+4,187 
+4,043 
+4,046 
+Restructuring Charge 
+— 
+515 
+— 
+— 
+— 
+Operating Expenses 
+26,442 
+26,912 
+23,508 
+21,503 
+20,476 
+Gain on Sale of Real Estate, Net of Related Costs 
+— 
+— 
+5,252 
+— 
+— 
+Operating Income 
+4,626 
+4,199 
+8,742 
+3,155 
+2,570 
+Investment Income 
+489 
+611 
+649 
+337 
+416 
+Other, Net 
+(538 
+) 
+244 
+234 
+(90 
+) 
+(219 
+) 
+Income Before Income Taxes 
+4,577 
+5,054 
+9,625 
+3,402 
+2,767 
+Income Tax Provision 
+1,613 
+744 
+3,566 
+851 
+57 
+Net Income 
+$ 
+2,964 
+$ 
+4,310 
+$ 
+6,059 
+$ 
+2,551 
+$ 
+2,710 
+Per Share: 
+Net Income per Common Share—Basic 
+$ 
+0.42 
+$ 
+0.63 
+$ 
+0.90 
+$ 
+0.39 
+$ 
+0.41 
+Net Income per Common Share—Diluted 
+$ 
+0.40 
+$ 
+0.57 
+$ 
+0.82 
+$ 
+0.35 
+$ 
+0.37 
+Dividends Declared per Common Share 
+$ 
+0.24 
+$ 
+0.20 
+$ 
+0.20 
+$ 
+0.13 
+$ 
+0.13 
+Financial Condition: 
+Working Capital 
+$ 
+40,119 
+$ 
+39,411 
+$ 
+34,294 
+$ 
+31,222 
+$ 
+29,268 
+Total Assets 
+$ 
+62,155 
+$ 
+61,699 
+$ 
+58,001 
+$ 
+49,647 
+$ 
+47,039 
+Long-Term Debt 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Shareholders’ Equity 
+$ 
+51,471 
+$ 
+49,355 
+$ 
+45,958 
+$ 
+40,301 
+$ 
+38,408 
+15 
+Table of Contents 
+Item 7. Management’s Discussion and Analysis of Financial Condition and
+Results of Operations 
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad range of products that acquire, store, analyze and present data in multiple formats. The Company organizes its structure
+around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its products and services through the following three sales product groups: 
+• 
+Test and Measurement Product Group (T&M)—represents a suite of telemetry recorder products sold to the aerospace and defense industries, as well as
+portable data acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including paper, energy, automotive and steel fabrication. In addition, T&M also includes a suite of ruggedized printer products
+designed for military and commercial applications to be used in the avionics industry to print weather maps, communications and other flight critical information. 
+• 
+QuickLabel Systems Product Group (QuickLabel)—offers hardware, software and media products that create on demand color labels, store the images and produce the
+images in color or non-color formats on a broad range of media substrates. 
+• 
+Grass Technologies Product Group (GT)—centers on diagnostic and monitoring products that serve the clinical neurophysiology markets, as well as a range of
+biomedical instrumentation products and supplies focused on the life sciences markets. 
+Astro-Med markets and sells its
+products and services globally through a diverse distribution structure of sales personnel, manufacturing representatives and dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+Our strategic growth strategy centers on organic growth through product innovation made possible by research and development initiatives, as well as
+acquisitions that fit into existing core businesses. Research and development activities are funded and expensed by the Company at approximately 6.8% of annual sales for fiscal 2009. 
+Our continued success in increasing our product revenues will be dependent on our ability to introduce new and/or enhanced product lines each year. We
+target approximately 45% of annual hardware sales to be generated by products developed or acquired within the past three years. 
+In 2009,
+Astro-Med experienced a slowdown in customer demand during the latter months of the fiscal year, especially the fourth quarter. The effects of the worldwide recession were evident as customers deferred capital expenditures and curtailed consumable
+purchases. In order to respond to the current uncertainty in the global economy and to mitigate the effects of the related business slowdown, Astro-Med has adopted a Company-wide cost reduction initiative involving instituting wage and salary
+freezes, layoffs and a general reduction in hours worked by production staff. Additionally, all non-essential capital expenditures have been temporarily deferred. These cost-reduction initiatives are being implemented in the first quarter of fiscal
+2010 and will remain in effect until the Company determines otherwise. Astro-Med will, however, continue all Research and Development activities as planned, as we believe that the development of new products and the enhancement of existing products
+will promote growth and profitability of the Company going forward. 
+Results of Operations 
+($ in thousands) 
+2009 
+2008 
+2007 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+% Change 
+Over Prior Year 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+% Change 
+Over Prior Year 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+T&M 
+$ 
+15,796 
+22.0 
+% 
+(4.3 
+)% 
+$ 
+16,505 
+22.8 
+% 
+5.2 
+% 
+$ 
+15,695 
+23.9 
+% 
+QuickLabel 
+37,398 
+52.1 
+% 
+(2.0 
+)% 
+38,144 
+52.7 
+% 
+22.6 
+% 
+31,121 
+47.5 
+% 
+GT 
+18,589 
+25.9 
+% 
+4.9 
+% 
+17,722 
+24.5 
+% 
+(5.2 
+)% 
+18,703 
+28.6 
+% 
+Total 
+$ 
+71,783 
+100.0 
+% 
+(0.8 
+)% 
+$ 
+72,371 
+100.0 
+% 
+10.5 
+% 
+$ 
+65,519 
+100.0 
+% 
+16 
+Table of Contents 
+Fiscal 2009 compared to Fiscal 2008 
+Astro-Med’s sales in fiscal 2009 were $71,783,000, down 0.8% from the prior year’s sales of $72,371,000. Domestic sales of $49,960,000 decreased 1.0% from the prior year sales of $50,479,000. The lower
+revenue was driven by T&M domestic sales which declined 6.5% from the prior year, primarily due to lower sales of Ruggedized products, partially offset by an increase in shipments of Everest and Dash products. The decrease in domestic sales in
+fiscal 2009 was tempered by an increase in both QuickLabel and GT domestic sales. International shipments of $21,823,000 were flat over previous year’s sales of $21,892,000, as increases in T&M and GT sales of 6.0% and 14.1%, respectively,
+were tempered by an 8.0% decline in QuickLabel sales. The impact of foreign exchange rate changes added approximately $272,000 or 1.2% in sales through the international channel when compared to the prior year. 
+Hardware sales in fiscal 2009 were $34,521,000, down 1.7% from the prior year sales of $35,128,000. The decrease from prior year was driven by lower
+sales of T&M’s Ruggedized products, QuickLabel’s color printer systems and GT’s EEG systems. Increased hardware sales for fiscal 2009 as compared to prior year were attributable to T&M’s Dash and Everest and GT’s
+diagnostic sleep product lines. 
+Consumable sales in fiscal 2009 were $32,027,000, relatively flat compared to prior year sales of
+$31,986,000, as the increase in GT’s product lines was offset by lower sales of consumable products in T&M’s and QuickLabel’s product lines. 
+Service and related products in fiscal 2009 were $5,235,000, flat compared to prior year sales of $5,257,000, as the increase in repair revenues was offset by the lower service and freight revenue. 
+Current year gross profit was $31,068,000, comparable to the prior year’s gross profit of $31,111,000. Astro-Med realized a gross profit margin of
+43.3% as compared to prior year’s gross margin of 43.0%. The Company was able improve its gross profit margin for fiscal 2009 as compared to the prior year due to sales mix and manufacturing cost reductions, especially freight and warranty
+expense. 
+Operating expenses for the current year were $26,442,000, approximately flat with the prior year’s operating expenses of
+$26,397,000 (excluding the prior year $515,000 restructuring charge related to the closure of the sales and service centers located in Italy and the Netherlands). Specifically, selling and marketing expenses decreased 1.0% to $16,942,000 in fiscal
+2009, representing 23.6% of sales, relatively flat from the prior year’s 23.7% of sales. The decrease in selling and marketing was primarily the result of lower benefits, as well as lower commissions and travel spending. General and
+administrative (G&A) expenses decreased 1.4% to $4,615,000 in fiscal 2009. The decrease in G&A was primarily due to a decrease in benefits as compared to prior year. Spending on research & development (R&D) in fiscal 2009
+increased 6.5% to $4,885,000. This level represents 6.8% of sales, higher than the prior year’s level of 6.3%. The increase in R&D during the current year is primarily due to purchases of outside software engineering services. 
+Investment income in fiscal 2009 was $489,000, down from $611,000 in fiscal 2008. The decrease in investment income during fiscal year 2009 was due to
+lower overall interest rates, as well as the Company investing in tax-exempt municipal bonds. Other expense was $538,000 in fiscal 2009 as compared to other income of $244,000 in fiscal 2008. The decrease is primarily attributable to foreign
+exchange losses due to the strengthening of the US dollar during the second half of the year. 
+As a result of the adoption of SFAS
+No. 123(R), Astro-Med’s fiscal 2009 pretax income was reduced by approximately $472,000 in stock-based compensation expense. During fiscal 2008, Astro-Med’s pretax income was reduced by approximately $585,000 in stock-based
+compensation expense. 
+During fiscal 2009 the Company incurred an income tax expense of $1,613,000 and had an effective tax rate of 35.2%.
+The current year’s income tax expense includes 1) an expense of $1,692,000 on the current year’s 
+17 
+Table of Contents 
+pre-tax income, 2) expense of $59,000 related to a discrete payment of additional state franchise tax, 3) a benefit of $111,000 related to the recently
+passed extension of the R&D tax credit and 4) a benefit of $27,000 related to differences between the prior year tax provision and the actual return as filed. This compares to an income tax expense of $744,000 and an effective tax rate of 14.7%
+in the prior year which includes 1) an expense of $2,128,000 on the current year’s pre-tax income, 2) a benefit of $167,000 related to the completion of an IRS exam, 3) a benefit of $319,000 related to changes in uncertain R&D and foreign
+tax credit positions, 4) an expense of $40,000 related to differences between the prior year tax provision and the actual return as filed and 5) tax benefits of $938,000 related to the restructuring and closing of the sales and service centers
+located in Italy and the Netherlands. 
+Net income for fiscal year 2009 was $2,964,000 reflecting a return on sales of 4.1% and generating
+an EPS of $0.40 per diluted share. On a comparative basis, prior year’s net income was $4,310,000 providing a return of 6.0% on sales and an EPS of $.57 per diluted share which includes $.06 of favorable tax benefits and $.05 of favorable
+adjustments related to the restructuring of the sales and service centers located in Italy and the Netherlands. 
+Fiscal 2008 compared to Fiscal 2007
+Astro-Med sales in fiscal 2008 were $72,371,000, up 10.5% from the prior year’s sales of $65,519,000. Domestic sales of
+$50,479,000 increased 6.3% from the prior year sales of $47,504,000. The increase was driven by growth in the T&M and QuickLabel product groups. T&M domestic sales increased 12.7% on strong growth from the Dash and Ruggedized products.
+QuickLabel System domestic sales increased 13.7% over the prior year sales as demand for color printer systems and consumables remained strong. GT domestic sales decreased 11.5% as a result of lower sleep systems and research product sales. Sales
+through the Company’s international channels were $21,892,000, representing a 21.5% increase from the prior year sales of $18,016,000. The increase was driven by growth in the QuickLabel and GT product groups. QuickLabel international sales
+increased 43.9% on strong demand for color printer systems and consumable sales while GT international sales increased 11.0% on strong demand for sleep systems and electrode consumables. T&M international sales declined 19.9% due to lower
+Everest product sales. The impact of foreign exchange rate changes added approximately $1,271,000 in sales through the international channel when compared to the prior year. 
+Hardware sales were $35,128,000, up 7.2% from the prior year sales of $32,779,000. The increase was driven by the T&M Ruggedized and Dash products,
+the QuickLabel printer systems and the GT LTM systems. Lower hardware sales were experienced in the T&M Everest and GT Sleep and Research product lines. 
+Consumable sales were $31,986,000, up 14.3% from the prior year sales of $27,991,000. This increase was driven by QuickLabel consumable sales and GT electrode product lines which increased 17.8% and 4.0%,
+respectively. 
+Service and related products were $5,257,000, up 10.7% from the prior year sales of $4,749,000 as a result of higher revenue
+from parts and repairs invoicing. 
+Gross profit was $31,111,000, an increase of 15.2% over the prior year’s gross profit of
+$26,998,000. This year’s gross profit margin of 43.0% was higher than the prior year’s gross margin of 41.2%. The increase in gross profit margin was the result of an improvement in absorption driven by the higher volume of sales. The
+impact of product mix on gross margin during the year was nominal. 
+Operating expenses grew 14.5% to $26,912,000. Specifically, selling and
+marketing expenses increased 10.9% to $17,126,000, representing 23.7% of sales, flat compared to the prior year’s 23.6% of sales. The increased selling and marketing spending was the result of higher personnel costs, commissions and travel
+expenses. General and administrative (G&A) expenses increased 20.5% to $4,682,000 in fiscal 2008. The increase in G&A was primarily due to higher personnel cost and legal and other professional fees. During fiscal 
+18 
+Table of Contents 
+2008, the Company spent approximately $362,000 in connection with preparations related to Sarbanes-Oxley Section 404 requirements. Research &
+Development (R&D) expenses increased 9.6% to $4,589,000. This level of spending represents 6.3% of sales which was nominally lower than the prior year’s level of 6.4%. Also included in operating expenses is approximately $515,000 of
+restructuring charges related to the decision to reorganize and close the sales and service centers located in Italy and the Netherlands. 
+Investment income in fiscal 2008 was $611,000, down from $649,000 in fiscal 2007. The decrease in investment income during fiscal year 2008 was attributable to lower average cash balances during the year and lower pretax investment yields
+associated with the Company’s move towards tax exempt investments. Other income was $244,000 in fiscal 2008 as compared to other income of $235,000 in fiscal 2007. 
+As a result of the adoption of SFAS No. 123(R), during fiscal 2008 the Company’s pretax income was reduced by approximately $585,327 in stock-based compensation expense. The composition included $97,378
+recorded in cost of sales, $390,816 recorded in SG&A and $97,378 recorded within R&D. During fiscal 2007, the Company’s pretax income was reduced by $412,693 in stock-based compensation expense. The composition included $78,085 recorded
+in cost of sales, $261,169 recorded in SG&A and $73,439 recorded within R&D. 
+During fiscal 2008 the Company incurred an income tax
+expense of $744,000. The current year’s income tax expense includes 1) an expense of $2,128,000 on the current year’s pre-tax income, 2) a benefit of $167,000 related to the completion of an IRS exam, 3) a benefit of $319,000 related to
+changes in uncertain R&D and foreign tax credit positions, 4) an expense of $40,000 related to differences between the prior year tax provision and the actual return as filed and 5) tax benefits of $938,000 related to the restructuring and
+closing of the sales and service centers located in Italy and the Netherlands. This compares to an income tax expense of $3,566,000 in the prior year which includes 1) an expense of $1,671,000 on the current year’s pre-tax income, excluding the
+gain on sale of real estate, 2) a benefit of $232,000 related to differences between the prior year tax provision and the actual return as filed primarily due to additional tax credits, R&D credits and lower state income taxes and 3) an expense
+of $2,127,000 related to the net gain on the sale of the Company’s former Braintree property. 
+Included in the fiscal 2008 net income
+per common share-diluted of $.57 is $.06 of favorable tax benefits and $.05 of favorable adjustments related to the restructuring of the sales and service centers located in Italy and the Netherlands. Included in fiscal 2007 net income per common
+share-diluted of $.82 is $.03 of favorable tax adjustments and $.42 for the gain on the sale of the Company’s former Braintree property. 
+19 
+Table of Contents 
+Segment Analysis 
+Astro-Med reports three segments consistent with its sales product groups: Test & Measurement (T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (GT). Segment performance is evaluated based on
+the operating segment’s profit before corporate and financial administration expenses. 
+The following table summarizes selected
+financial information by segment: 
+(Dollars in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit as 
+a % of Net Sales 
+2009 
+2008 
+2007 
+2009 
+2008 
+2007 
+2009 
+2008 
+2007 
+T&M 
+$ 
+15,796 
+$ 
+16,505 
+$ 
+15,695 
+$ 
+2,463 
+$ 
+3,056 
+$ 
+2,592 
+15.6 
+% 
+18.5 
+% 
+16.5 
+% 
+QuickLabel 
+37,398 
+38,144 
+31,121 
+3,664 
+4,222 
+1,248 
+9.8 
+% 
+11.1 
+% 
+4.0 
+% 
+GT 
+18,589 
+17,722 
+18,703 
+2,553 
+1,583 
+3,109 
+13.7 
+% 
+8.9 
+% 
+16.6 
+% 
+Total 
+$ 
+71,783 
+$ 
+72,371 
+$ 
+65,519 
+8,680 
+8,861 
+6,949 
+12.1 
+% 
+12.2 
+% 
+10.6 
+% 
+Corporate Expenses 
+4,054 
+4,147 
+3,460 
+Restructuring Charges 
+— 
+515 
+— 
+Gain on Sale of Real Estate, Net 
+— 
+— 
+5,252 
+Operating Income 
+4,626 
+4,199 
+8,741 
+Other Income (Expense), Net 
+(49 
+) 
+855 
+884 
+Income Before Income Taxes 
+4,577 
+5,054 
+9,625 
+Income Tax Provision 
+1,613 
+744 
+3,566 
+Net Income 
+$ 
+2,964 
+$ 
+4,310 
+$ 
+6,059 
+Test & Measurement 
+T&M’s sales decreased 4.3% in fiscal 2009 to $15,796,000 from $16,505,000 in the prior year. Within the product group, the Ruggedized product
+sales were down 21.3% from the prior year due to delays in the deployment of the new Airbus A380 and the Boeing 787 commercial aircraft. However, current year sales from the Everest and Dash product line grew 30.9% and 2.3%, respectively from the
+prior year. Selling and marketing expenses as a percent of sales were up slightly from the prior year. T&M’s segment operating profit was $2,463,000 in fiscal 2009, as compared to prior year’s segment operating profit of $3,056,000.
+The decrease in fiscal 2009 segment operating profit resulted in operating profit margin of 15.6% as compared to fiscal 2008 operating profit margin of 18.5%. The current year’s decline in operating profits is an outgrowth of lower sales
+volume, especially Ruggedized products, and reduced standard margins. 
+T&M’s sales increased 5.2% in fiscal 2008 to $16,505,000
+from $15,695,000 in the prior year. The increase is traceable to sales growth within the Dash products which were up 9.8% and the Ruggedized products which were up 41.7%. These increases were tempered by lower volume from the Everest product line.
+T&M’s segment operating profit was $3,056,000 in fiscal 2008. This result compares favorably to the prior year’s segment operating income of $2,592,000. The current year’s improvement is due to higher sales volume from the
+Ruggedized product line, better manufacturing absorption and lower R&D and selling expenses. 
+QuickLabel Systems 
+QuickLabel Systems sales decreased 2.0% in fiscal 2009 to $37,398,000 from sales of $38,144,000 in the prior year. This year’s sales decline was
+primarily due to a 6.3% decrease in printer systems and a 1.7% decrease in service and other sales. Media sales within the product group for fiscal 2009 were flat as compared to the prior year. Selling and marketing expenses as a percent of sales
+were up slightly from the prior year. The QuickLabel 
+20 
+Table of Contents 
+Product Group segment operating profit was $3,664,000 during fiscal 2009 compared to the prior year’s segment operating profit of $4,222,000. The
+decrease in fiscal 2009 segment operating profit resulted in operating profit margin of 9.8% as compared to fiscal 2008 operating profit margin of 11.1%. The 13.2% decrease in segment operating profit for fiscal 2009 as compared to the prior year
+was driven by lower printer sales and increased selling and R&D spending. 
+QuickLabel Systems sales increased 22.6% in fiscal 2008 to
+$38,144,000 from $31,121,000 in the prior year. This year’s sales growth was driven by a 42.2% increase in printer systems and a 17.8% increase in consumable products. The QuickLabel Product Group segment operating profit was $4,222,000 during
+fiscal 2008. This amount is an increase from the prior year’s segment operating profit of $1,248,000. The improved segment operating profit was driven by gross profit improvement from volume growth in color printers and related consumables, as
+well as lower manufacturing cost from increased absorption. Selling and marketing expenses as a percent of sales were consistent with the prior year. 
+Grass Technologies 
+GT’s sales increased 4.9% in fiscal 2009 to $18,589,000 from $17,722,000 in
+the prior year. The product group’s increase in sales for the current year was achieved through growth of the clinical products (EEG, sleep and long term monitoring diagnostic products) of 10% and the consumable products of creams and
+electrodes of 7.3%, partially offset by a decrease in the service and other product lines of 10.2%. The GT product Group segment operating profit was $2,553,000 during fiscal 2009. The increase in fiscal 2009 segment operating profit resulted in
+operating profit margin of 13.7% as compared to fiscal 2008 operating profit margin of 8.9%. The 61.3% improvement from the prior year’s segment operating profit was due to the 10% sales increase in the clinical diagnostic systems, especially
+sleep applications, lower manufacturing costs, better production absorption and lower field selling and customer service expenses. The improved operating profits were tempered somewhat from higher R&D spending. 
+GT’s sales decreased 5.2% in fiscal 2008 to $17,722,000 from $18,703,000 in the prior year. The product group’s lower sales were due to
+decreases within Sleep systems which were down 18.6% and research products which were down 11.6%. EEG systems were essentially flat while LTM systems were up 15.1%. The GT product group’s consumable sales were essentially flat with the prior
+year. The GT Product Group segment operating profit was $1,583,000 during fiscal 2008. The decrease from the prior year’s segment operating profit of $3,109,000 was traceable to lower gross profits stemming from reduced sales of clinical and
+research products compounded by higher spending on R&D projects and additional personnel in the field selling organization. 
+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 $3,500,000 unsecured bank line of credit, all of which is currently available. Borrowing under this line of
+credit bears interest at the bank’s prime rate. The expiration date of this line of credit is July 31, 2009, at which time we plan to review our line of credit options. 
+Astro-Med’s Statements of Cash Flows for the three years ended January 31, 2009, 2008 and 2007 are included on page 36. Net cash flow provided
+by operating activities in fiscal year 2009 was $6,955,000. The net cash flow provided by operations is attributed to the positive cash flow generated from net income and from the reductions in accounts receivable and inventory balances of
+$3,515,000 and $1,224,000, respectively. Cash flow from operating activities was lowered by funding accounts payable and accrued expenses of $1,906,000. The increase in working capital is in support of the Company’s growth. 
+Net cash flow used in investing activities was $973,000 which was mostly the result of capital expenditures of approximately $1,665,000 for machinery and
+equipment of $903,000, information technology of $218,000, tools and dies of $59,000 and building improvements of $485,000. 
+21 
+Table of Contents 
+Net cash flow used by financing activities was $752,000 in fiscal 2009. During the year the Company paid
+dividends of $1,678,000. Also during the current year, the Company generated $793,000 in cash through the exercise of employee stock options and Employee Stock Purchase Plan transactions and $134,000 in excess tax benefits resulting from share-based
+compensation. 
+Dividends paid for fiscal 2009, 2008, and 2007 were $ 1,678,000, $1,380,000 and $1,274,000, respectively. The Company’s
+annual dividend per share was $0.24 in fiscal 2009 and $0.20 in fiscal 2008 and 2007. Since the inception of the common stock buy back program in fiscal 1997, the Company has repurchased 1,149,335 shares of its common stock. At January 31,
+2009, the Company has the Board of Directors’ authorization to purchase an additional 392,289 shares of the Company’s common stock in the future. 
+Contractual Obligations, Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings
+and claims arising out of its businesses that cover a wide range of matters, including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component
+parts of units sold. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts
+provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations. It is possible, however, that future results of operations for any particular future period could be
+materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+Critical
+Accounting Policies and Estimates 
+Astro-Med’s discussion and analysis of our financial condition and results of operations are
+based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of our accounting policies require the application of judgment in
+selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting
+policies to ensure that such judgments and estimates are reasonable for our interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available
+from other sources, as appropriate. If different conditions result from those assumptions used in our judgments, the results could be materially different from our estimates. We believe the following are our most critical accounting policies as they
+require significant judgments and estimates in the preparation of our financial statements: 
+Revenue Recognition : The majority of
+our product sales are recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and
+collectibility is reasonably assured in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training or installation, the
+deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and EITF 00-21, “Revenue Arrangements With Multiple Deliverables.” This evaluation occurs at
+inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on
+the sales price charged when the same or similar element is sold separately. 
+Revenue is recognized when revenue recognition criteria for
+each unit of accounting are met. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. All of the Company’s equipment contains embedded operating systems and
+data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a 
+22 
+Table of Contents 
+whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and
+customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the
+customer acceptance criteria are satisfied. 
+Infrequently, Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for
+product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we
+determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue. 
+Infrequently, the Company
+receives requests from customers to hold product being purchased from us for the customers’ convenience. We recognize revenue for such bill and hold arrangements in accordance with the requirements of SAB No. 104 which requires, among
+other things, the existence of a valid business purpose for the arrangement; the transfer of ownership of the purchased product; a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the readiness of the
+product for shipment; the use of customary payment terms; no continuing performance obligation by Astro-Med and segregation of the product from the Company’s inventories. 
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost of
+sales and general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might impact the
+historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. We also periodically evaluate the adequacy of our reserves for warranty and bad debts recorded in its consolidated balance
+sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required in determining
+the appropriate amounts to record and such judgments may prove to be incorrect in the future. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods
+when the estimates are adjusted to the actual amounts. 
+Inventories: Inventories are stated at the lower of cost (first-in,
+first-out) or market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of analyzing the inventory supply on hand and
+estimating the net realizable value of the inventory based on historical experience, current business conditions and anticipated future sales. We believe that our procedures for estimating such amounts are reasonable and historically have not
+resulted in material adjustments in subsequent periods when the estimates are adjusted to actual experience. 
+Income
+Taxes: Astro-Med accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.” SFAS 109 requires that a valuation allowance be established when it is
+“more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including the Company’s performance, the market environment in
+which the Company operates, length of carryforward periods, existing sales backlog and future sales projections. At January 31, 2009, the Company has provided valuation allowances for future tax benefits resulting from certain R&D tax credits
+which could expire unused. 
+Long-Lived Assets and Goodwill: The impairment of long-lived assets to be held and used are
+reviewed for impairment in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” whenever events or changes in circumstances indicate that the carrying amount of such assets may not be
+recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects
+to hold and use is based on the fair value of the asset. 
+23 
+Table of Contents 
+Goodwill impairment reviews are performed in accordance with the provisions of SFAS No. 142,
+“Goodwill and Other Intangible Assets.” Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes
+in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are established using a discounted cash
+flow methodology based on the long-range planning forecast. 
+Share-Based Compensation: Effective as of February 1, 2006, the
+Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment,” under the “modified prospective” transition method outlined in the statement. A “modified prospective” transition method is one in which
+compensation expense is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123
+for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the date of adoption. 
+The
+Company has estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. The volatility assumption is based on the historical weekly price data of the Company’s common stock over a period
+equivalent to the weighted average expected life of the Company’s options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and
+concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed
+the expected risk tolerance of different option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is
+based upon the prior year’s average dividend yield. 
+Recent Accounting Pronouncements 
+Reference is made to Note 1 of our Consolidated Financial Statements included herein. 
+Item 7A. Quantitative and Qualitative Disclosures about Market Risk 
+The registrant is a smaller reporting company and is not required to provide this information. 
+24 
+Table of Contents 
+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 15(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) 
+2009 
+Q1 
+Q2 
+Q3 
+Q4 
+Net Sales 
+$ 
+18,687 
+$ 
+19,784 
+$ 
+17,681 
+$ 
+15,631 
+Gross Profit 
+$ 
+8,187 
+$ 
+8,681 
+$ 
+7,647 
+$ 
+6,553 
+Net Income 
+$ 
+898 
+$ 
+1,154 
+$ 
+649 
+$ 
+263 
+Net Income Per Common Share—Basic 
+$ 
+0.13 
+$ 
+0.16 
+$ 
+0.09 
+$ 
+0.04 
+Net Income Per Common Share—Diluted 
+$ 
+0.12 
+$ 
+0.15 
+$ 
+0.09 
+$ 
+0.04 
+2008 
+Q1 
+Q2 
+Q3 
+Q4 
+Net Sales 
+$ 
+16,407 
+$ 
+18,694 
+$ 
+19,139 
+$ 
+18,131 
+Gross Profit 
+$ 
+6,846 
+$ 
+7,831 
+$ 
+8,372 
+$ 
+8,062 
+Net Income 
+$ 
+522 
+$ 
+886 
+$ 
+1,562 
+$ 
+1,340 
+Net Income Per Common Share—Basic 
+$ 
+0.08 
+$ 
+0.13 
+$ 
+0.23 
+$ 
+0.19 
+Net Income Per Common Share—Diluted 
+$ 
+0.07 
+$ 
+0.12 
+$ 
+0.21 
+$ 
+0.18 
+Item 9. Changes in and Disagreements with Accountants on Accounting and
+Financial Disclosure 
+None 
+Item 9A.(T) Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the
+effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Based on that evaluation, such officers have concluded
+that the disclosure controls and procedures are effective at January 31, 2009 to ensure that the information we are required to disclose in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within
+the required time periods and is accumulated and communicated to Company management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. 
+Management’s Annual Report on Internal Control over Financial Reporting 
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined
+in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of published
+financial statements in accordance with generally accepted accounting principles. 
+However, because of its inherent limitations, internal
+control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable 
+25 
+Table of Contents 
+assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are
+subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with policies may deteriorate. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of
+Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31, 2009. 
+Based on this assessment, the
+principal executive officer and principal financial officer believe that as of January 31, 2009, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated
+Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm
+regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit
+the Company to provide only management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+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. 
+Item 9B. Other Information 
+Nothing to Report 
+PART III 
+Item 10. Directors, Executive Officers and
+Corporate Governance 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement
+for the 2009 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 
+83 
+Chairman, Chief Executive Officer and Director 
+Everett V. Pizzuti 
+72 
+President, Chief Operating Officer and Director 
+Joseph P. O’Connell 
+65 
+Senior Vice President, Treasurer and Chief Financial Officer 
+Elias G. Deeb 
+66 
+Vice President—Media Products 
+Gordon Bentley 
+62 
+Vice President—Information Technology 
+Michael J. Sullivan 
+58 
+Vice President and Chief Technology Officer 
+Michael M. Morawetz 
+49 
+Vice President—International Branches 
+Stephen M. Petrarca 
+46 
+Vice President—Instrument Manufacturing 
+Erik J. Mancyak 
+33 
+Corporate Controller 
+Mr. Ondis has been a Director and Chief Executive Officer since he founded the Company in
+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 and has been functioning as President and Chief Operating Officer since 1971. 
+26 
+Table of Contents 
+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. He was appointed to the position of Senior Vice President in 2007. 
+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. Bentley was appointed Vice President of Information
+Technology in 2007. He was previously Director of Information Technology and held other various operations positions since joining the Company in 1980. 
+Mr. Sullivan was appointed Vice President and Chief Technology Officer in 2000. He is an electronic engineer and has been with the Company since 1983. 
+Mr. Morawetz was appointed Vice President International Branches in 2006. He was previously the General Manager of Branch Operations for the
+Company’s German Subsidiary, having joined the Company in 1989. 
+Mr. Petrarca was appointed Vice President of Instrument
+Manufacturing in 1998. He 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. Mancyak was appointed Corporate Controller and Principal Accounting Officer on January 26, 2009. He has served as Assistant Corporate
+Controller of the Company since July 1, 2008 and prior to that was an Accounting Manager of the Company beginning with July 1, 2005. Prior to June 30, 2005, Mr. Mancyak was Senior Treasury Analyst at American Power Conversion and an
+auditor at the international accounting firm KPMG LLP. 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief
+Financial Officer (“CFO”) and Corporate Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive Officer and Senior Financial Officers, which meets the requirements of a “code of ethics” as defined in
+Item 406 of Regulation S-K. A copy of the Code of Ethics will be provided to shareholders, without charge, upon request directed to Investor Relations or can be obtained on the Company’s website, (www.astro-med.com) , under the
+heading “Corporate Governance—Charters.” The Company will disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Controller or persons performing similar functions by posting such information on its
+website and filing a Form 8-K as required under the rules of the NASDAQ Global Market. 
+Item 11. Executive
+Compensation 
+The response to this item is incorporated by reference to the Company’s definitive Proxy Statement for the
+2009 Annual Meeting of Shareholders. 
+The information set forth under the heading “Compensation Committee Report” in the
+Company’s definitive Proxy Statement is furnished and shall not be deemed as filed for purposes of Section 18 of the Securities Act of 1934, as amended, and is not deemed incorporated by reference in any filing under the Securities Act of
+1933, as amended. 
+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 2009 Annual Meeting of
+Shareholders. 
+27 
+Table of Contents 
+Equity Compensation Plan Information 
+The following table sets forth information about the Company’s equity compensation plans as of January 31, 2009: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding Options, 
+Warrants and Rights 
+Weighted- 
+Average Exercise 
+Price of 
+Outstanding 
+Options, 
+Warrants and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+1,765,550 
+(1) 
+$ 
+6.04 
+892,025 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+— 
+— 
+Total 
+1,765,550 
+(1) 
+$ 
+6.04 
+892,025 
+(2) 
+(1) 
+Includes 936,800 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans, 706,375 shares issuable upon exercise of
+outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees, 32,875 shares issuable upon exercise of outstanding stock options granted under the Astro-Med,
+Inc. Non-Employee Director Stock Option Plan and 89,500 shares issuable upon exercise of outstanding options granted under the Company’s 2007 Equity Incentive Plan. 
+(2) 
+Shares under the Astro-Med, Inc. 2007 Equity Incentive Plan. 
+Additional information regarding these equity compensation plans is contained in Note 6 to the Company’s Consolidated Financial Statements included in Item 15 hereto. 
+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 2009 Annual Meeting of Shareholders. 
+Item 14. Principal Accountant Fees and Services 
+The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2009 Annual Meeting of Shareholders. 
+28 
+Table of Contents 
+PART IV 
+Item 15. Exhibits and Financial Statement Schedule 
+(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 Registered Public Accounting Firm 
+32 
+Consolidated Balance Sheets as of January 31, 2009 and 2008 
+33 
+Consolidated Statements of Operations—Years Ended January 31, 2009, 2008 and 2007 
+34 
+Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity—Years Ended January 
+31, 2009, 2008 and 2007 
+35 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2009, 2008 and 2007 
+36 
+Notes to Consolidated Financial Statements 
+37-53 
+(a)(2) Financial Statement Schedule: 
+Schedule II—Valuation and Qualifying Accounts and Reserves— 
+Years Ended January 31, 2009, 2008 and 2007 
+54 
+29 
+Table of Contents 
+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. 
+(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 as amended to date (filed as Exhibit No. 3B to the Company’s Annual Report on 10-K for the fiscal year ended January 31, 2008 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.*
+(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.*
+(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.* 
+(10.4) 
+Astro-Med, Inc. Non-Employee Director Stock Plan filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-24123, and incorporated by reference
+herein.* 
+(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.* 
+(10.6) 
+Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and incorporated by
+reference herein.* 
+(10.7) 
+Astro-Med, Inc. 2007 Equity Incentive Plan as filed as Appendix A to the Definitive Proxy Statement filed on Schedule 14A for the 2007 annual shareholders meeting and incorporated by
+reference herein.* 
+(10.8) 
+Astro-Med, Inc. Management Bonus Plan (Group III) filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2003 and by this reference incorporated
+herein.* 
+(10.9) 
+Astro-Med, Inc. Management Bonus Plan—Vice President International Branches. 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Grant Thornton LLP. 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+* 
+Management contract or compensatory plan or arrangement. 
+30 
+Table of Contents 
+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) 
+Date: April 13, 2009 
+By: 
+/s/ A LBERT W. O NDIS 
+(Albert W. Ondis, Chairman) 
+Each person whose signature appears below constitutes and appoints each of Albert W. Ondis,
+Everett V. Pizzuti or Joseph P. O’Connell, or any of them, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resolution, for such person and in his name, place and stead, in any and all
+capacities in connection with the annual report on Form 10-K of Astro-Med, Inc. for the year ended January 31, 2009 to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in
+connection therewith, the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
+the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute, may lawfully do or cause to be done by virtue hereof. 
+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/ A LBERT W.
+O NDIS 
+Albert W. Ondis 
+Chairman and Director 
+(Principal Executive Officer) 
+April 13, 2009 
+/s/ E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+President and Director 
+(Principal Operating Officer) 
+April 13, 2009 
+/s/ J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Senior Vice President and Treasurer (Principal Financial Officer) 
+April 13, 2009 
+/s/ E RIK J.
+M ANCYAK 
+Erik J. Mancyak 
+Corporate Controller 
+(Principal Accounting Officer) 
+April 13, 2009 
+/s/ J ACQUES V.
+H OPKINS 
+Jacques V. Hopkins 
+Director 
+April 13, 2009 
+/s/ H ERMANN 
+V IETS 
+Hermann Viets 
+Director 
+April 13, 2009 
+/s/ G RAEME 
+M AC L ETCHIE 
+Graeme MacLetchie 
+Director 
+April 13, 2009 
+31 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Board of Directors of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheets of Astro-Med, Inc. and subsidiaries (the “Company”) as of January 31, 2009
+and 2008, and the related consolidated statements of operations, comprehensive income and changes in shareholders’ equity, and cash flows for each of the three years in the period ended January 31, 2009. Our audits of the basic financial
+statements include the financial statement schedule listed in the index appearing under Item 15(a)(2). These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility
+is to express an opinion on these financial statements and the financial statement schedule based on our audits. 
+We conducted our audits
+in accordance with the standards of the Public Company Accounting Oversight Board (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. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit
+procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also
+includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 consolidated financial
+statements referred to above present fairly, in all material respects, the financial position of Astro-Med, Inc. and subsidiaries as of January 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three
+years in the period ended January 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic
+financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. 
+As discussed in Note
+7 to the consolidated financial statements, on February 1, 2007, the Company adopted Interpretation 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109” issued by the Financial Accounting
+Standards Board. 
+/s/ G RANT T HORNTON LLP 
+Boston, Massachusetts 
+April 13, 2009 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31, 2009 and 2008
+2009 
+2008 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+10,978,553 
+$ 
+5,747,937 
+Securities Available for Sale 
+10,234,713 
+11,807,670 
+Accounts Receivable, net of reserves of $576,735 in 2009 and $591,018 in 2008 
+9,246,140 
+12,761,281 
+Inventories 
+12,826,427 
+14,050,619 
+Prepaid Expenses and Other Current Assets 
+1,653,484 
+1,103,818 
+Deferred Tax Assets 
+3,083,345 
+2,912,688 
+Total Current Assets 
+48,022,662 
+48,384,013 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+1,210,463 
+1,195,063 
+Buildings and Improvements 
+11,610,375 
+11,293,995 
+Machinery and Equipment 
+20,766,182 
+19,891,478 
+33,587,020 
+32,380,536 
+Less Accumulated Depreciation 
+(22,757,543 
+) 
+(21,647,701 
+) 
+Total Property, Plant and Equipment, net 
+10,829,477 
+10,732,835 
+OTHER ASSETS 
+Securities Available for Sale 
+890,925 
+— 
+Goodwill 
+2,336,721 
+2,336,721 
+Other 
+75,465 
+245,843 
+Total Other Assets 
+3,303,111 
+2,582,564 
+TOTAL ASSETS 
+$ 
+62,155,250 
+$ 
+61,699,412 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+2,352,084 
+$ 
+3,420,015 
+Accrued Compensation 
+2,060,628 
+2,412,647 
+Other Accrued Expenses 
+1,602,670 
+2,264,055 
+Deferred Revenue 
+864,400 
+768,863 
+Income Taxes Payable 
+441,275 
+107,674 
+Other Current Liabilities 
+582,596 
+— 
+Total Current Liabilities 
+7,903,653 
+8,973,254 
+Deferred Tax Liabilities 
+1,939,234 
+1,766,517 
+Other Long Term Liabilities 
+840,878 
+1,604,718 
+TOTAL LIABILITIES 
+10,683,765 
+12,344,489 
+SHAREHOLDERS’ EQUITY 
+Preferred Stock, $10 Par Value, Authorized 100,000 shares, None Issued 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 8,191,767 shares in 2009 and 8,053,281 shares in 2008 
+409,593 
+402,668 
+Additional Paid-in Capital 
+33,740,936 
+32,363,277 
+Retained Earnings 
+25,349,964 
+24,064,440 
+Treasury Stock, at Cost, 1,165,706 shares in 2009 and 1,179,406 shares in 2008 
+(8,030,335 
+) 
+(8,124,715 
+) 
+Accumulated Other Comprehensive Income 
+1,327 
+649,253 
+Total Shareholders’ Equity 
+51,471,485 
+49,354,923 
+TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 
+$ 
+62,155,250 
+$ 
+61,699,412 
+See Notes to the Consolidated Financial Statements. 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF OPERATIONS 
+For each of the years in the three-year
+period ended January 31, 2009 
+2009 
+2008 
+2007 
+Net Sales 
+$ 
+71,783,338 
+$ 
+72,371,434 
+$ 
+65,519,261 
+Cost of Sales 
+40,715,201 
+41,260,692 
+38,521,689 
+Gross Profit 
+31,068,137 
+31,110,742 
+26,997,572 
+Costs and Expenses: 
+Selling and Marketing 
+16,941,932 
+17,126,027 
+15,436,796 
+General and Administrative 
+4,615,207 
+4,681,610 
+3,884,042 
+Research and Development 
+4,884,767 
+4,589,022 
+4,187,018 
+Restructuring Charges 
+— 
+514,955 
+— 
+Operating Expenses 
+26,441,906 
+26,911,614 
+23,507,856 
+Gain on Sale of Real Estate, Net of Related Costs 
+— 
+— 
+5,251,707 
+Operating Income 
+4,626,231 
+4,199,128 
+8,741,423 
+Other Income (Expense): 
+Investment Income 
+488,816 
+610,574 
+648,855 
+Other, Net 
+(537,615 
+) 
+244,164 
+234,839 
+(48,799 
+) 
+854,738 
+883,694 
+Income before Income Taxes 
+4,577,432 
+5,053,866 
+9,625,117 
+Income Tax Provision 
+1,613,445 
+744,028 
+3,566,152 
+Net Income 
+$ 
+2,963,987 
+$ 
+4,309,838 
+$ 
+6,058,965 
+Net Income Per Common Share—Basic 
+$ 
+0.42 
+$ 
+0.63 
+$ 
+0.90 
+Net Income Per Common Share—Diluted 
+$ 
+0.40 
+$ 
+0.57 
+$ 
+0.82 
+Weighted Average Number of Common Shares Outstanding— Basic 
+6,987,531 
+6,884,972 
+6,721,140 
+Dilutive effect of options outstanding 
+450,301 
+647,277 
+667,861 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+7,437,832 
+7,532,249 
+7,389,001 
+Dividends Declared Per Common Share 
+$ 
+0.24 
+$ 
+0.20 
+$ 
+0.20 
+See Notes to the Consolidated Financial Statements. 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN 
+SHAREHOLDERS’ EQUITY 
+For each of the years in the three-year period ended January 31, 2009 
+2009 
+2008 
+2007 
+Comprehensive Income: 
+Net Income 
+$ 
+2,963,987 
+$ 
+4,309,838 
+$ 
+6,058,965 
+Other Comprehensive Income (Loss), Net 
+Foreign currency translation adjustments 
+(627,007 
+) 
+285,115 
+131,781 
+Unrealized gain (loss) on securities available for sale, net of taxes 
+(20,919 
+) 
+77,669 
+7,027 
+Other comprehensive income (loss), net 
+(647,926 
+) 
+362,784 
+138,808 
+Comprehensive Income 
+$ 
+2,316,061 
+$ 
+4,672,622 
+$ 
+6,197,773 
+Shareholders’ Equity 
+Common Stock: 
+Balance at beginning of year 
+$ 
+402,668 
+$ 
+395,270 
+$ 
+317,120 
+Par value from issuance of common stock 
+6,925 
+7,398 
+11,059 
+Common stock dividends 
+— 
+— 
+67,091 
+Balance at end of year 
+$ 
+409,593 
+$ 
+402,668 
+$ 
+395,270 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+$ 
+32,363,277 
+$ 
+30,638,755 
+$ 
+16,385,210 
+Net proceeds from issuance of common stock 
+— 
+28,248 
+26,570 
+Proceeds from the exercise of employee stock options 
+786,261 
+794,745 
+1,245,938 
+Share-based compensation 
+472,425 
+585,328 
+412,693 
+Tax benefit of employee stock options 
+133,755 
+316,201 
+105,284 
+Net cost of shares issued to employee stock ownership plan 
+(14,782 
+) 
+— 
+— 
+Payment of fractional shares on stock split 
+— 
+— 
+(2,523 
+) 
+Common stock dividends 
+— 
+— 
+12,465,583 
+Balance at end of year 
+$ 
+33,740,936 
+$ 
+32,363,277 
+$ 
+30,638,755 
+Retained Earnings: 
+Balance at beginning of year 
+$ 
+24,064,440 
+$ 
+22,282,495 
+$ 
+30,030,652 
+Adoption of FIN 48 
+— 
+(1,147,634 
+) 
+— 
+Net income 
+2,963,987 
+4,309,838 
+6,058,965 
+Dividends paid 
+(1,678,463 
+) 
+(1,380,259 
+) 
+(1,274,448 
+) 
+Common stock dividends 
+— 
+— 
+(12,532,674 
+) 
+Balance at end of year 
+$ 
+25,349,964 
+$ 
+24,064,440 
+$ 
+22,282,495 
+Treasury Stock: 
+Balance at beginning of year 
+$ 
+(8,124,715 
+) 
+$ 
+(7,644,647 
+) 
+$ 
+(6,579,147 
+) 
+Shares issued to employee stock ownership plan 
+94,379 
+— 
+— 
+Purchase of common stock 
+— 
+(480,068 
+) 
+(1,065,500 
+) 
+Balance at end of year 
+$ 
+(8,030,335 
+) 
+$ 
+(8,124,715 
+) 
+$ 
+(7,644,647 
+) 
+Accumulated Other Comprehensive Income: 
+Balance at beginning of year 
+$ 
+649,253 
+$ 
+286,469 
+$ 
+147,661 
+Other comprehensive income (loss), net 
+(647,926 
+) 
+362,784 
+138,808 
+Balance at end of year 
+1,327 
+649,253 
+286,469 
+Total Shareholders’ Equity 
+$ 
+51,471,485 
+$ 
+49,354,923 
+$ 
+45,958,342 
+See Notes to the Consolidated Financial Statements. 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+For each of the years in the three-year
+period ended January 31, 2009 
+2009 
+2008 
+2007 
+Cash Flows from Operating Activities: 
+Net Income 
+$ 
+2,963,987 
+$ 
+4,309,838 
+$ 
+6,058,965 
+Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: 
+Depreciation and Amortization 
+1,405,710 
+1,587,246 
+1,390,261 
+Share-based Compensation 
+472,425 
+585,328 
+412,693 
+Deferred Income Tax Provision (Benefit) 
+333,712 
+(606,930 
+) 
+1,740,368 
+Excess Tax Benefit From Share-Based Compensation 
+(133,755 
+) 
+(316,201 
+) 
+(105,284 
+) 
+Gain on Sale of Real Estate 
+— 
+— 
+(5,251,707 
+) 
+Changes in Assets and Liabilities: 
+Accounts Receivable 
+3,515,143 
+(648,605 
+) 
+(1,489,124 
+) 
+Inventories 
+1,224,192 
+(1,981,821 
+) 
+(1,812,857 
+) 
+Other 
+(630,143 
+) 
+(89,617 
+) 
+353,556 
+Accounts Payable and Accrued Expenses 
+(1,906,203 
+) 
+134,260 
+1,040,935 
+Income Taxes Payable 
+(290,152 
+) 
+(261,942 
+) 
+45,367 
+Net Cash Provided by Operating Activities 
+6,954,916 
+2,711,556 
+2,383,173 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+10,379,215 
+8,101,737 
+5,437,367 
+Purchases of Securities Available for Sale 
+(9,687,066 
+) 
+(7,413,000 
+) 
+(7,600,067 
+) 
+Proceeds from Sale of Real Estate 
+— 
+— 
+6,100,000 
+Additions to Property, Plant and Equipment 
+(1,664,927 
+) 
+(4,734,191 
+) 
+(2,170,276 
+) 
+Net Cash (Used in) Provided by Investing Activities 
+(972,778 
+) 
+(4,045,454 
+) 
+1,767,024 
+Cash Flows from Financing Activities: 
+Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans 
+793,186 
+830,391 
+1,283,567 
+Purchases of Treasury Stock 
+— 
+(480,068 
+) 
+(1,065,500 
+) 
+Excess Tax Benefit from Share-Based Compensation 
+133,755 
+316,201 
+105,284 
+Dividends Paid 
+(1,678,463 
+) 
+(1,380,259 
+) 
+(1,274,448 
+) 
+Other Financing Activities 
+— 
+— 
+(2,523 
+) 
+Net Cash Used in Financing Activities 
+(751,522 
+) 
+(713,735 
+) 
+(953,620 
+) 
+Cash Designated for Real Estate Purchase Transferred (from) to Long Term Investments 
+— 
+3,200,000 
+(3,200,000 
+) 
+Net Increase (Decrease) in Cash and Cash Equivalents 
+5,230,616 
+1,152,367 
+(3,423 
+) 
+Cash and Cash Equivalents, Beginning of Year 
+5,747,937 
+4,595,570 
+4,598,993 
+Cash and Cash Equivalents, End of Year 
+$ 
+10,978,553 
+$ 
+5,747,937 
+$ 
+4,595,570 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Income Taxes, Net of Refunds 
+$ 
+1,589,250 
+$ 
+1,958,549 
+$ 
+1,671,581 
+Non-Cash Items: 
+Demonstration Equipment Transferred to Inventory from Property, Plant and Equipment 
+$ 
+— 
+$ 
+674,035 
+$ 
+57,697 
+Reclassification of Investment Securities to Non-Current Assets 
+$ 
+890,925 
+$ 
+— 
+$ 
+— 
+See Notes to the Consolidated Financial Statements. 
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+Note 1—Summary of Significant Accounting
+Policies 
+Principles of Consolidation: The consolidated financial statements include the accounts of Astro-Med, Inc.
+and its subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. 
+Reclassification: Certain amounts in prior year’s financial statements have been reclassified to conform to the current year’s presentation. 
+Use of Estimates: The presentation of financial statements in conformity with generally accepted accounting principles in the U.S.
+requires management to make estimates and assumptions that affect these financial statements and accompanying notes. Some of the more significant estimates relate to the allowances for doubtful accounts and credits, inventory valuation, impairment
+of long-lived assets and goodwill, income taxes, share-based compensation 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. 
+Cash and Cash Equivalents: Highly liquid investments with an original maturity of 90 days or less are considered to be cash
+equivalents. Similar investments with original maturities beyond three months are classified as securities available for sale. Cash of $1,031,861 and $1,146,927 was held in foreign bank accounts at January 31, 2009 and 2008, respectively.
+Securities Available for Sale: Securities available for sale are carried at fair value based on quoted market prices,
+where available. The difference between cost and fair value, net of related tax effects, is recorded as a component of accumulated other comprehensive income in shareholders’ equity. 
+Property, Plant and Equipment: Property, plant and equipment are stated at cost less accumulated depreciation. 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). 
+Revenue Recognition: The majority of Astro-Med’s product sales are recorded at the time of shipment, when legal title has
+transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured in accordance with the requirements in
+Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they
+represent separate units of accounting in accordance with SAB 104 and EITF 00-21, “Revenue Arrangements With Multiple Deliverables.” This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered.
+The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately.
+Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. All of our
+equipment contains embedded operating systems and data management software which are included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and
+its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with
+products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and
+handling fees are included in sales while related shipping and handling costs are included in cost of sales. 
+Infrequently, Astro-Med
+recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received 
+37 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have
+obtained customer acceptance for the specific milestone before recognizing revenue. 
+Infrequently, Astro-Med receives requests from
+customers to hold product purchased from us for the customer’s convenience. Revenue is recognized for such bill and hold arrangements in accordance with the requirements of SAB No. 104 which requires, among other things, the existence
+of a valid business purpose for the arrangement; the transfer of ownership of the purchased product; a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the readiness of the product for shipment; the use
+of customary payment terms; no continuing performance obligation by us and segregation of the product from our inventories. 
+Research and Development Costs: The Company complies with Statement of Financial Accounting Standards (SFAS) No. 2 “Accounting for Research and Development Costs” by charging any costs to expense
+when incurred, as well as by disclosing in the financial statements the amount of R&D charged to expense. These charges include: salaries and benefits, external engineering service costs, engineering related information costs and supplies. The
+Company also complies with SFAS 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed” and SOP 98-1, “Accounting for Costs of Computer Software Developed or Obtained for Internal Use” in
+accounting for the costs of software either developed or acquired. 
+Foreign Currency: The financial statements of foreign
+subsidiaries are measured using the local currency as the functional currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars at year-end exchange rates with the translation adjustment recorded as a component of
+accumulated comprehensive income in shareholders’ equity. Revenues and costs are translated at average exchange rates during the year. We do not provide for U.S. income taxes on foreign currency translation adjustments associated with foreign
+subsidiaries since we do not provide for taxes on undistributed earnings of foreign subsidiaries. Our net foreign exchange gains (losses) were $(474,000), $141,000 and $22,000, for fiscal 2009, 2008 and 2007, respectively. 
+Advertising: Astro-Med expenses advertising costs as incurred. Such costs of advertising, advertising production, trade shows and other
+activities are designed to enhance demand for our products and amounted to approximately $1,271,000, $1,135,000 and $1,049,000 in fiscal 2009, 2008 and 2007, respectively. 
+Health Insurance Reimbursement Reserve: Astro-Med reimburses a portion of employee health insurance deductibles and co-payments. The
+total reimbursement amounted to approximately $252,000 and $298,000 in 2009 and 2008, respectively. We accrued approximately $100,000 at January 31, 2009 and 2008, for estimated outstanding reimbursements due to employees, including a reserve
+for incurred but not reported amounts. 
+Long-Lived Assets: Long-lived assets to be held and used are reviewed for
+impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” Determination
+of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on
+the fair value of the asset. 
+Goodwill: Goodwill impairment reviews are performed in accordance with the provision of
+SFAS No. 142. “Goodwill and Other Intangible Assets.” Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material
+adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. Fair values 
+38 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+are established using a discounted cash flow methodology based on the long-range planning forecast. We have completed our most recent impairment review as of
+January 31, 2009 and determined that goodwill is not impaired. 
+Income Taxes: Astro-Med accounts for income taxes in
+accordance with SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires that deferred income taxes be determined based on the estimated future tax effects of differences between the tax and book bases of assets and
+liabilities considering the provisions of enacted tax laws. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. At
+January 31, 2009 and 2008, a valuation allowance was provided for certain deferred tax assets attributable to certain state R&D credit carryforwards. 
+On February 1, 2007, Astro-Med adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of SFAS
+No. 109” (“FIN 48”). This interpretation describes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return. FIN 48 requires
+recognition of tax benefits that satisfy a more likely than not threshold and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. 
+Net Income Per Common Share: Net income per common share has been computed and presented pursuant to the provisions of SFAS
+No. 128, “Earnings per Share.” Basic net income per share is based on the weighted average number of shares outstanding during the period. Diluted net income per share is based on the basic weighted average number of shares and
+potential common shares for stock options outstanding during the period using the treasury stock method. Options to purchase 1,765,550, 1,832,686 and 1,830,078 shares of common stock were outstanding at January 31, 2009, 2008 and 2007,
+respectively. In fiscal years 2009 and 2008, there were 395,758 and 159,150 options that were not included in the computation of diluted net income per common share because their inclusion would be anti-dilutive. 
+Common Stock Dividends: On May 16, 2006, Astro-Med declared a 5 for 4 stock split with a record date of June 16, 2006 which
+was accounted for as a stock dividend and was distributed to shareholders on June 30, 2006. An amount equal to the fair value of the additional shares was transferred from retained earnings to additional paid-in capital and common stock as of
+the declaration date. All per share and weighted average share amounts for all prior periods were restated to reflect the impact of the common stock dividend. 
+Allowance for Doubtful Accounts: In circumstances where Astro-Med is aware of a customer’s inability to meet its financial obligations, an allowance is established. The majority of accounts are
+individually evaluated on a regular basis and appropriate allowances are established as deemed appropriate. The remainder of the allowance is based upon historical write-off experience and current market assessments. 
+Fair Value of Financial Instruments: Financial instruments consist mainly of cash and cash equivalents, investment securities, accounts
+receivable and accounts payable. The carrying amount reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment securities,
+all of which are available for sale, are carried in the consolidated balance sheets at fair value based on quoted market prices, when available. 
+Comprehensive Income: In accordance with SFAS No. 130 “Reporting Comprehensive Income,” the Company reports by major components and as a single total the change in net assets during the period from non-owner
+sources. The consolidated statement of comprehensive income has been included with the consolidated statement of shareholders’ equity. Accumulated other comprehensive income at January 31, 2009 consists of net unrealized gains on available
+for sale securities of $5,850 and net translation losses on foreign operations of $4,523. 
+39 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Share-Based Compensation : Effective February 1, 2006, the Company adopted the
+provisions of SFAS No. 123(R) “Share-Based Payment” under the “modified prospective” transition method outlined in the Statement. A “modified prospective” transition method is one in which compensation expense is
+recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted
+to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the date of adoption. 
+The fair value of each
+option is estimated using the Black-Scholes option-pricing model. The volatility assumption is based on the historical weekly price data of Astro-Med’s common stock over a period equivalent to the weighted average expected life of
+Astro-Med’s options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In
+determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option
+groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend
+yield. 
+Prior to the adoption of SFAS 123(R), all tax benefits of deductions resulting from the exercise of stock options were presented as
+operating cash flows in the consolidated statement of cash flows. SFAS 123R requires the cash flow resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to
+be classified as a cash inflow from financing activities and a cash outflow from operating activities. Tax deductions from certain stock option exercises are treated as being realized when they reduce taxes payable in accordance with relevant tax
+law. 
+Recent Accounting Pronouncements: 
+In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB No. 133” (“SFAS No. 161”). This statement amends
+SFAS No. 133 by requiring enhanced qualitative, quantitative and credit-risk disclosures about an entity’s derivative instruments and hedging activities, but does not change SFAS No. 133’s scope or accounting.
+SFAS 161 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008, with earlier adoption permitted. As we do not currently engage in activities accounted for under the provision of
+SFAS No. 133, the adoption of SFAS No. 161 is not expected to have any impact on our financial statements. 
+In September 2006,
+the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset
+or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under SFAS No. 157, fair value measurements are separately disclosed by level within the fair value hierarchy. The
+provisions of SFAS No. 157 are effective for the fiscal years beginning after November 15, 2007. However, in February 2008, the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157” that
+amended SFAS No. 157 to delay the effective date for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least
+annually). We were required to apply the provisions of SFAS No 157 to financial assets prospectively as of February 1, 2008 and its adoption did not materially impact our results of operations or financial position. We will be required to apply
+the provisions of SFAS No. 157 to 
+40 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+non-financial assets and non-financial liabilities as of February 1, 2009, and are currently evaluating the impact of the application of SFAS No. 157 as
+it pertains to these items. See Note 14 . 
+In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
+Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). This statement permits entities to choose to measure many financial instruments and certain other items at fair
+value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge
+accounting provisions. This statement is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 had no impact on our financial statements. 
+In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS No. 141(R)”). This statement
+improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. It establishes principles and requirements for how
+the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination
+or a gain from a bargain purchase and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement is effective for fiscal years
+beginning after December 15, 2008. This statement is not expected to have any effect on our financial statements until such time as we acquire a business. 
+Other new pronouncements recently issued, but not effective, are not expected to have a material effect on future financial statements. 
+Note 2—Securities Available for Sale 
+Pursuant to our investment policy, securities available
+for sale include auction rate securities and state and municipal securities with various contractual or anticipated maturity dates. These securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated
+other comprehensive income (loss) in shareholders’ equity until realized. Realized gains and losses from the sale of available for sale securities, if any, are determined on a specific identification basis. A decline in the fair value of any
+available for sale security below cost that is determined to be other than temporary will result in a write-down of its carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. No
+such impairment charges were recorded for any period presented. All short-term investment securities have original maturities greater than 90 days but less than one year. The fair value, amortized cost and gross unrealized gains and losses of
+the securities are as follows: 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2009 
+Auction Rate Securities 
+$ 
+1,000,000 
+$ 
+— 
+$ 
+(109,075 
+) 
+$ 
+890,925 
+State and Municipal Obligations 
+10,116,775 
+117,938 
+— 
+10,234,713 
+$ 
+11,116,775 
+$ 
+117,938 
+$ 
+(109,075 
+) 
+$ 
+11,125,638 
+41 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2008 
+Auction Rate Securities 
+$ 
+6,250,000 
+$ 
+— 
+$ 
+— 
+$ 
+6,250,000 
+Governmental Obligations 
+842,150 
+5,430 
+(4,299 
+) 
+843,281 
+State and Municipal Obligations 
+4,675,354 
+39,455 
+(420 
+) 
+4,714,389 
+$ 
+11,767,504 
+$ 
+44,885 
+$ 
+(4,719 
+) 
+$ 
+11,807,670 
+The expected maturity dates of these securities are as follows: 
+January 31, 
+2009 
+2008 
+Less than one year 
+$ 
+3,876,135 
+$ 
+5,560,175 
+One to five years 
+6,672,745 
+1,898,337 
+Greater than five years 
+576,758 
+4,349,158 
+$ 
+11,125,638 
+$ 
+11,807,670 
+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 are as follows: 
+January 31, 
+2009 
+2008 
+Materials and Supplies 
+$ 
+8,021,888 
+$ 
+8,661,345 
+Work-in-Progress 
+1,333,935 
+1,735,972 
+Finished Goods 
+3,470,604 
+3,653,302 
+$ 
+12,826,427 
+$ 
+14,050,619 
+Included within finished goods inventory is $1,184,927 and $1,111,063 of demonstration equipment
+at January 31, 2009 and 2008, respectively. 
+Note 4—Accrued Expenses 
+Accrued expenses consisted of the following: 
+January 31, 
+2009 
+2008 
+Professional fees 
+$ 
+135,160 
+$ 
+220,117 
+Freight 
+81,814 
+99,839 
+Health insurance reimbursement reserve 
+100,000 
+100,000 
+Dealer commissions 
+133,857 
+166,401 
+Warranty 
+302,464 
+368,073 
+Sales and VAT taxes 
+215,087 
+293,886 
+Restructuring reserve (note 15) 
+— 
+299,761 
+Other 
+634,288 
+715,978 
+$ 
+1,602,670 
+$ 
+2,264,055 
+42 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 5—Line of Credit 
+The Company has a $3,500,000 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. This line of credit is scheduled to
+expire on July 1, 2009 at which time we will review our line of credit options. 
+Note 6—Shareholders’ Equity 
+Common Stock: During fiscal 2009, the Company did not repurchase any shares of its common stock. The Company repurchased 55,300 and
+100,000 shares of its common stock for $480,068 and $1,065,500 in fiscal 2008 and 2007, respectively. The Company’s Board of Directors has authorized the purchase of up to an additional 392,289 shares Company’s common stock on the open
+market as of January 31, 2009. 
+Astro-Med maintains the following benefit plans involving its common stock: 
+Stock Plans: As of January 31, 2009, Astro-Med has one equity incentive plan (“2007 Equity Incentive Plan”) under which
+incentive stock options, non-qualified stock options, restricted stock and other equity-based awards may be granted to officers and key employees. To date, only options have been granted under this plan. Options granted to employees vest over four
+years. An aggregate of 1,000,000 shares were authorized for awards under the 2007 Equity Incentive Plan. The exercise price of each stock option will be established at the discretion of the Compensation Committee, however, any incentive stock
+options granted under the 2007 Equity Incentive Plan must be at an exercise price of not less than fair market value at the date of grant. The 2007 Equity Incentive Plan provides for an automatic annual grant of ten-year options to purchase 5,000
+shares of stock to each non-employee director upon the adjournment of each shareholders’ meeting. Each such option is exercisable at the fair market value as of the grant date and vests immediately prior to the next succeeding
+shareholders’ meeting. During fiscal 2008 and 2009, 15,000 shares were awarded each year to non-employee directors. At January 31, 2009, 892,025 shares were available for grant under the 2007 Equity Incentive Plan. 
+43 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Summarized option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2006 
+1,956,694 
+$ 
+2.40– 9.59 
+$ 
+5.18 
+Options Granted 
+132,500 
+$ 
+7.93– 7.93 
+$ 
+7.93 
+Options Exercised 
+(243,147 
+) 
+$ 
+2.40– 6.77 
+$ 
+5.17 
+Options Expired 
+(15,969 
+) 
+$ 
+6.14– 8.73 
+$ 
+7.63 
+Options Outstanding, January 31, 2007 
+1,830,078 
+$ 
+2.40– 9.59 
+$ 
+5.36 
+Options Granted 
+165,200 
+$ 
+11.45–11.90 
+$ 
+11.71 
+Options Exercised 
+(144,912 
+) 
+$ 
+2.40– 8.73 
+$ 
+5.53 
+Options Expired 
+(17,680 
+) 
+$ 
+2.40–11.90 
+$ 
+7.81 
+Options Outstanding, January 31, 2008 
+1,832,686 
+$ 
+2.40–11.90 
+$ 
+5.89 
+Options Granted 
+92,975 
+$ 
+6.29– 9.85 
+$ 
+9.06 
+Options Exercised 
+(132,154 
+) 
+$ 
+2.40– 7.93 
+$ 
+5.67 
+Options Expired 
+(27,957 
+) 
+$ 
+5.91–11.90 
+$ 
+8.38 
+Options Outstanding, January 31, 2009 
+1,765,550 
+$ 
+2.40–11.90 
+$ 
+6.04 
+Options Exercisable, January 31, 2009 
+1,488,360 
+$ 
+2.40–11.90 
+$ 
+5.37 
+Options Exercisable, January 31, 2008 
+1,458,610 
+$ 
+2.40– 9.59 
+$ 
+4.96 
+Options Exercisable, January 31, 2007 
+1,484,779 
+$ 
+2.40– 9.59 
+$ 
+4.74 
+Set forth below is a summary of options outstanding at January 31, 2009: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$2.40-$3.59 
+644,841 
+$ 
+3.06 
+2 
+644,841 
+$ 
+3.06 
+$4.27-$6.29 
+395,870 
+$ 
+5.40 
+1 
+392,870 
+$ 
+5.40 
+$6.73-$11.90 
+724,839 
+$ 
+9.03 
+7 
+450,649 
+$ 
+8.67 
+1,765,550 
+1,488,360 
+The fair value of each stock option granted was estimated on the grant date using the
+Black-Scholes option-pricing model with the following weighted average assumptions: 
+Years Ended January 31, 
+2009 
+2008 
+2007 
+Risk-free interest rate 
+3.13%–3.95% 
+4.5% 
+3.8% 
+Expected life (years) 
+5 
+5 
+5 
+Expected volatility 
+46.5% 
+48.1% 
+52.2% 
+Forfeiture rate 
+3.0% 
+3.0% 
+3.0% 
+Expected dividend yield 
+2.04%–3.82% 
+1.9% 
+1.6% 
+44 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The weighted average fair value of options granted during fiscal 2009, 2008 and 2007 was $3.40, $4.74
+and $3.45, respectively. As of January 31, 2009 there was $328,658 of unrecognized compensation expense related to the unvested stock options granted under the plans. The expense is to be recognized over a weighted average of two years.
+Share-based compensation expense amounted to $472,425, $585,328 and $412,693 during the years ended January 31, 2009, 2008 and 2007, respectively. 
+As of January 31, 2009, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company’s common stock on January 31, 2009 and the exercise price of the
+outstanding options) that would have been received by the option holders if all options had been exercised was $3,177,892 for all exercisable options and $3,185,081 for all options outstanding. The weighted average remaining contractual term for
+these options are 3 years for options that are exercisable and 4 years for all options outstanding. The total aggregate intrinsic value of options exercised during fiscal 2009 and 2008 was $174,177 and $603,702, respectively. 
+Employee Stock Purchase Plan (ESPP): Astro-Med’s ESPP allows eligible employees to purchase shares of common stock at a 15%
+discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows: 
+Years Ended January 31, 
+2009 
+2008 
+2007 
+Shares reserved, beginning 
+100,192 
+103,244 
+106,312 
+Shares purchased 
+(6,332 
+) 
+(3,052 
+) 
+(3,068 
+) 
+Shares reserved, ending 
+93,860 
+100,192 
+103,244 
+Employee Stock Ownership Plan: Astro-Med has an Employee Stock Ownership Plan
+(ESOP) providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’s Trustees in shares of common stock of Astro-Med. Contributions may be
+in cash or stock. Astro-Med’s contributions (paid or accrued) amounted to $80,000 in each of fiscal 2009, 2008 and 2007. All shares owned by the ESOP have been allocated to participants. 
+Note 7—Income Taxes 
+The components of income
+before income taxes are as follows: 
+Years Ended January 31, 
+2009 
+2008 
+2007 
+Domestic 
+$ 
+2,142,252 
+$ 
+3,710,798 
+$ 
+8,276,724 
+Foreign 
+2,435,180 
+1,343,068 
+1,348,393 
+Total 
+$ 
+4,577,432 
+$ 
+5,053,866 
+$ 
+9,625,117 
+45 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The components of the provision for income taxes are as follows: 
+Years Ended January 31, 
+2009 
+2008 
+2007 
+Current: 
+Federal 
+$ 
+(77,513 
+) 
+$ 
+191,378 
+$ 
+1,008,275 
+State 
+373,024 
+273,531 
+334,794 
+Foreign 
+984,222 
+886,049 
+482,715 
+1,279,733 
+1,350,958 
+1,825,784 
+Deferred: 
+Federal 
+175,653 
+(243,017 
+) 
+1,684,524 
+State 
+139,184 
+(321,246 
+) 
+117,071 
+Foreign 
+18,875 
+(42,667 
+) 
+(61,227 
+) 
+333,712 
+(606,930 
+) 
+1,740,368 
+$ 
+1,613,445 
+$ 
+744,028 
+$ 
+3,566,152 
+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, 
+2009 
+2008 
+2007 
+Income tax provision at statutory rate 
+$ 
+1,556,327 
+$ 
+1,718,314 
+$ 
+3,272,540 
+State taxes, net of federal tax effect 
+338,057 
+(174,684 
+) 
+298,231 
+Change in valuation allowance 
+(531,735 
+) 
+480,463 
+60,957 
+Reversal of reserves no longer required 
+— 
+(446,538 
+) 
+(231,534 
+) 
+Italian subsidiary receivable write off 
+— 
+(657,478 
+) 
+— 
+Italian net operating loss 
+616,534 
+— 
+— 
+Share-based compensation 
+68,852 
+124,612 
+90,100 
+Tax-exempt income 
+(131,753 
+) 
+(117,652 
+) 
+— 
+R&D credits 
+(111,431 
+) 
+(95,212 
+) 
+(124,795 
+) 
+Other, net 
+(191,406 
+) 
+(87,797 
+) 
+200,653 
+$ 
+1,613,445 
+$ 
+744,028 
+$ 
+3,566,152 
+During fiscal 2009, the Company wrote off the deferred tax asset of approximately $617,000 related
+to the net operating loss carryforward of the Italian subsidiary as a result of the dissolution of this subsidiary. As a full valuation allowance had been recorded in prior years, this write-off had no impact on the provision for income taxes.
+During 2009, the Company recorded an expense of $59,500 related to the discrete payment of additional state franchise tax and a benefit of $27,000 related to differences between the prior year tax provision and the actual returns as filed. During
+fiscal 2008, the Company recorded a benefit of $167,000 related to the completion of an IRS exam, a benefit of $319,000 related to changes in uncertain R&D and foreign tax credit positions, an expense of $40,000 related to differences between
+the prior year tax provision and the actual return as filed and benefits of $728,000 related to the restructuring of the sales and service centers located in Italy and the Netherlands. During fiscal 2007, the Company recorded a $231,534 favorable
+adjustment related to differences between the prior year tax provision and the actual tax return as filed primarily relating to additional foreign tax credits, R&D credits and lower state income taxes. 
+46 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The components of deferred income tax expense arise from various temporary differences and relate to
+items included in the statement of operations. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities at January 31, 2009 and 2008 are as follows: 
+January 31, 
+2009 
+2008 
+Deferred Tax Assets: 
+Net Operating Loss Carryforward 
+$ 
+— 
+$ 
+616,534 
+Inventory Reserves 
+1,385,122 
+1,182,348 
+R&D Credits 
+193,739 
+200,878 
+Vacation Accrual 
+364,568 
+368,529 
+Foreign Tax Credits 
+231,587 
+539,675 
+Deferred Service Contract Revenue 
+331,624 
+316,627 
+Reserve for Doubtful Accounts 
+189,166 
+191,356 
+Other 
+1,313,908 
+1,107,694 
+4,009,714 
+4,523,641 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+849,733 
+767,399 
+Deferred Tax Gain on Sale of Real Estate 
+1,235,098 
+1,011,102 
+Other 
+555,798 
+842,926 
+2,640,629 
+2,621,427 
+Subtotal 
+1,369,085 
+1,902,214 
+Valuation Allowance 
+(224,974 
+) 
+(756,043 
+) 
+Net Deferred Tax Assets 
+$ 
+1,144,111 
+$ 
+1,146,171 
+The Company has a valuation allowance for deferred tax assets at January 31, 2009 of $224,974
+which is a decrease of $531,069 from the balance at January 31, 2008. The valuation allowance at January 31, 2009 relates to certain state R&D tax credit carryforwards which are expected to expire unused. 
+On February 1, 2007, the Company adopted FIN 48, which applies to all tax positions accounted for under SFAS No. 109, “Accounting for
+Income Taxes.” FIN 48 prescribes a two step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return. The first step is a determination of whether the tax position should be
+recognized in the financial statements. The second step determines the measurement of the tax position. FIN 48 also provides guidance on derecognition of such tax positions, classification, potential interest and penalties, accounting in interim
+periods and disclosure. The adoption of FIN 48 resulted in a $734,788 decrease in current liabilities, a $1,882,422 increase in long term liabilities, and a $1,147,634 decrease to retained earnings. 
+47 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The Company filed several prior year state tax returns which are expected to be reviewed by the
+various taxing authorities during the next twelve months. Upon review of these returns by the various state tax authorities and also due to the expiration of certain statutes of limitation, the Company believes that it is reasonably possible that
+the related unrecognized tax benefits, accrued interest and penalties could decrease income tax expense by up to approximately $456,000. A reconciliation of unrecognized tax benefits, excluding interest and penalties, for the fiscal year ended
+January 31, 2009 is as follows: 
+Balance at February 1, 2008 
+$ 
+1,372,767 
+Decreases in prior period tax positions 
+(134,323 
+) 
+Increases in current period tax positions 
+80,712 
+Decreases related to settlements with tax authorities 
+(152,917 
+) 
+Foreign currency translation adjustments 
+(38,787 
+) 
+Balance at January 31, 2009 
+$ 
+1,127,452 
+If the $1,127,452 is recognized, $1,166,786 would decrease the effective tax rate in the period in
+which each of the benefits is recognized and the remainder would be offset by a reversal of deferred tax assets. 
+During fiscal 2009, the
+Company recognized $111,001 of potential interest and penalties, which are included as a component of income tax in the accompanying statement of operations. At January 31, 2009, the Company had accrued potential interest and penalties of
+$296,022. 
+During the fourth quarter of fiscal 2008, the Internal Revenue Service officially concluded its examination of the
+Company’s fiscal 2005 and 2006 Federal tax returns. As a result, the Company received a $140,100 refund from the Internal Revenue Service during fiscal 2009. 
+During fiscal 2009, the Company was notified that the Internal Revenue Service will begin an examination of the fiscal year 2007 federal tax return. In addition, the Company is subject to state and local income and
+non-U.S. tax examinations for the tax years January 31, 2006 through 2009. 
+At January 31, 2009, the Company has indefinitely
+reinvested $2,957,375 of the cumulative undistributed earnings of certain foreign subsidiaries, all of which would be subject to U.S. taxes if repatriated to the U.S. Through January 31, 2009, the Company has not provided deferred income taxes
+on the undistributed earnings of its foreign subsidiaries because such earnings are considered to be indefinitely reinvested outside the U.S. Non-U.S. income taxes are, however, provided on those foreign subsidiaries’ undistributed earnings.
+Determination of the potential deferred income tax liability on these undistributed earnings is not practicable because such liability, if any, is dependent on circumstances existing if and when remittance occurs. 
+Note 8—Leases and Other Contractual Obligations 
+Minimum payments under noncancellable operating leases at January 31, 2009 were as follows: 
+2010 
+$ 
+278,754 
+2011 
+191,382 
+2012 
+95,566 
+2013 
+70,270 
+2014 and Thereafter 
+79,869 
+Minimum Lease Payments 
+$ 
+715,841 
+The Company incurred rent expense in the amount of $557,139, $612,399 and $604,586 for the fiscal
+years 2009, 2008 and 2007, respectively. 
+48 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The Company has purchase obligations in the amount of $4,351,136 due within one year for goods and
+services with defined terms as to price, quantity, delivery and termination liability. 
+Note 9—Nature of Operations, Segment Reporting and
+Geographical 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, neuropsychological instrumentation systems and consumable 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 reports three reporting segments consistent with its sales product groups: Test & Measurement (T&M); QuickLabel Systems (QuickLabel) and Grass Technologies (GT).
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the
+aerospace, automotive, metal mill, power and telecommunications industries. QuickLabel produces an array of high-technology digital label printers, automatic labelers, print and apply systems, labeling software and consumables for a variety of
+commercial industries worldwide. GT produces a range of instrumentation equipment and supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG—Sleep Monitoring) and biomedical research applications used
+worldwide by universities, medical centers and companies engaged in a variety of clinical and research activities. The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies
+herein. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+Business is conducted in the United States and through foreign affiliates in Canada and Europe. Virtually all manufacturing activities are conducted in the United States. Sales and service activities outside the United States are conducted
+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.
+Summarized below are the Net Sales and Segment Operating Profit (both in dollars and as a percentage of Net Sales) for each reporting
+segment: 
+($ in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+of Net Sales 
+2009 
+2008 
+2007 
+2009 
+2008 
+2007 
+2009 
+2008 
+2007 
+T&M 
+$ 
+15,796 
+$ 
+16,505 
+$ 
+15,695 
+$ 
+2,463 
+$ 
+3,056 
+$ 
+2,592 
+15.6 
+% 
+18.5 
+% 
+16.5 
+% 
+QuickLabel 
+37,398 
+38,144 
+31,121 
+3,664 
+4,222 
+1,248 
+9.8 
+% 
+11.1 
+% 
+4.0 
+% 
+GT 
+18,589 
+17,722 
+18,703 
+2,553 
+1,583 
+3,109 
+13.7 
+% 
+8.9 
+% 
+16.6 
+% 
+Total 
+$ 
+71,783 
+$ 
+72,371 
+$ 
+65,519 
+8,680 
+8,861 
+6,949 
+12.1 
+% 
+12.2 
+% 
+10.6 
+% 
+Corporate Expenses 
+4,054 
+4,147 
+3,460 
+Restructuring Charges 
+— 
+515 
+— 
+Gain on Sale of Real Estate, Net 
+— 
+— 
+5,252 
+Operating Income 
+4,626 
+4,199 
+8,741 
+Other Income (Expense), Net 
+(49 
+) 
+855 
+884 
+Income Before Income Taxes 
+4,577 
+5,054 
+9,625 
+Income Tax Provision 
+1,613 
+744 
+3,566 
+Net Income 
+$ 
+2,964 
+$ 
+4,310 
+$ 
+6,059 
+49 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Other information by segment is presented below: 
+($ in thousands) 
+Assets 
+2009 
+2008 
+T&M 
+$ 
+8,243 
+$ 
+12,048 
+QuickLabel 
+16,173 
+16,889 
+GT 
+11,278 
+11,533 
+Corporate* 
+26,461 
+21,229 
+Total 
+$ 
+62,155 
+$ 
+61,699 
+* 
+Corporate assets consist of cash, investments, income tax accounts and miscellaneous fixed assets. 
+($ in thousands) 
+Depreciation 
+Capital Expenditures 
+2009 
+2008 
+2007 
+2009 
+2008 
+2007 
+T&M 
+$ 
+465 
+$ 
+472 
+$ 
+397 
+$ 
+834 
+$ 
+623 
+$ 
+701 
+QuickLabel 
+514 
+713 
+603 
+479 
+744 
+750 
+GT 
+427 
+402 
+390 
+352 
+3,367 
+719 
+Total 
+$ 
+1,406 
+$ 
+1,587 
+$ 
+1,390 
+$ 
+1,665 
+$ 
+4,734 
+$ 
+2,170 
+Geographical Data 
+Presented below is selected financial information by geographic area: 
+($ in thousands) 
+Net Sales 
+Long-Lived Assets 
+2009 
+2008 
+2007 
+2009 
+2008 
+United States 
+$ 
+49,960 
+$ 
+50,479 
+$ 
+47,504 
+$ 
+12,711 
+$ 
+12,388 
+Europe 
+13,824 
+13,563 
+11,688 
+455 
+676 
+Canada 
+3,244 
+2,697 
+2,217 
+— 
+6 
+Asia 
+2,745 
+2,938 
+2,366 
+— 
+— 
+Central and South America 
+921 
+1,736 
+1,077 
+— 
+— 
+Other 
+1,089 
+958 
+667 
+— 
+— 
+Total 
+$ 
+71,783 
+$ 
+72,371 
+$ 
+65,519 
+$ 
+13,166 
+$ 
+13,070 
+Included in long-lived assets is goodwill assigned to the following segments: T&M
+$0.7 million and GT $1.6 million at January 31, 2009 and 2008. 
+Note 10—Profit-Sharing Plan 
+Along with the ESOP described in Note 6, Astro-Med sponsors a Profit-Sharing Plan (the “Plan”) which provides retirement benefits to all
+eligible domestic employees. 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. Contributions paid or accrued amounted to $263,124, $230,160 and $162,328 in
+fiscal 2009, 2008 and 2007, respectively. 
+50 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 11—Product Warranty Liability 
+Astro-Med offers a one-year warranty for the majority of its products. The specific terms and conditions of warranties vary depending upon the product
+sold and country in which the Company does business. For products sold in the United States, a basic limited warranty, including parts and labor is provided. The Company estimates the costs based on historical claims experience and records a
+liability in the amount of such estimates at the time product revenue is recognized. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Activity in the product warranty liability
+during the years ended January 31, 2009, 2008, and 2007 is as follows: 
+2009 
+2008 
+2007 
+Balance, beginning of the year 
+$ 
+368,073 
+$ 
+354,901 
+$ 
+238,642 
+Warranties issued 
+295,306 
+522,968 
+560,983 
+Settlements made 
+(360,915 
+) 
+(509,796 
+) 
+(444,724 
+) 
+Balance, end of the year 
+$ 
+302,464 
+$ 
+368,073 
+$ 
+354,901 
+Note 12—Concentration of Credit Risk 
+Credit is generally extended on an uncollateralized basis to almost all customers after review of credit worthiness. Concentration of credit and
+geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs credit evaluations of its customers. At
+January 31, 2009 and 2008, no single customer accounted for more than 10% of net sales. The Company has not historically experienced significant credit losses on customers’ accounts. 
+Excess cash is invested principally in investment grade government and state municipal securities. The Company has established guidelines relative to
+diversification and maturities that maintain safety of principal, liquidity and yield. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not historically experienced any significant
+losses on its cash equivalents or investments. 
+Note 13—Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising in the normal course of business that cover a wide range of matters
+including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+Direct costs associated with the estimated resolution of contingencies are accrued at the earliest date at which it is deemed probable that a liability
+has been incurred and the amount of such liability can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the
+aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations. It is possible, however, that future
+results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+51 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 14—Fair Value 
+As previously noted, SFAS No. 157 was adopted by Astro-Med as of February 1, 2008. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an
+orderly transaction between market participants at the measurement date. In addition, SFAS No. 157 establishes a three-tiered hierarchy for inputs used in management’s determination of fair value of financial instruments that emphasizes the use
+of observable inputs over the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect management’s belief about the assumptions market participants would use in pricing a
+financial instrument based on the best information available in the circumstances. 
+The fair value hierarchy is summarized as follows:
+• 
+Level 1—Quoted prices in active markets for identical assets or liabilities; 
+• 
+Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in
+markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and 
+• 
+Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
+The following table represents the fair value hierarchy for our financial assets (cash equivalents and investments in
+marketable securities) measured at fair value on a recurring basis as of January 31, 2009: 
+Level 1 
+Level 2 
+Level 3 
+Total 
+Money market funds 
+$ 
+4,770,188 
+$ 
+— 
+$ 
+— 
+$ 
+4,770,188 
+Governmental obligations 
+1,400,000 
+— 
+— 
+1,400,000 
+State and municipal obligations 
+10,234,713 
+— 
+— 
+10,234,713 
+Auction rate securities 
+— 
+— 
+890,925 
+890,925 
+Total 
+$ 
+16,404,901 
+$ 
+— 
+$ 
+890,925 
+$ 
+17,295,286 
+Level 3 assets consist of auction rate securities whose underlying assets are backed by either
+municipal assets or state-issued student and educational loans. Interest received during a given period is based upon the interest rate determined through the auction process. While we continue to earn interest on our auction rate securities at
+maximum contractual rates, these investments are not currently trading and therefore do not currently have a readily determinable market value which historically has been their par value. Therefore, the estimated fair value of auction rate
+securities no longer approximates par value. The Company uses the services of its investment advisor in concert with a global investment management and advisory firm to manage its auction rate securities position. This investment management firm has
+developed and implemented a proprietary methodology for pricing auction rate securities. The firm uses a disciplined discounted cash flow approach to establish fair market valuation. The Company has adopted the market valuation as published by its
+investment management firm relative to its two auction rate securities as of January 31, 2009. Accordingly, we recorded an unrealized loss of $109,075 related to our auction rate securities as of January 31, 2009. We believe this unrealized
+loss is primarily attributable to the limited liquidity of these investments and have no reason to believe that any of the underlying issuers are presently at risk of default. Management has the intent and the ability to hold these securities for an
+indefinite period of time and, accordingly, believes that the unrealized loss on its 
+52 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+auction rate securities holdings is temporary in nature. The following table provides a summary of changes in fair value of the Company’s auction rate
+securities for the period ended January 31, 2009: 
+Year Ended 
+January 31, 2009 
+Balance at February 1, 2008 
+$ 
+6,250,000 
+Transferred to variable rate demand notes* 
+(700,000 
+) 
+Sales 
+(5,025,000 
+) 
+Purchases 
+475,000 
+Unrealized loss included in other comprehensive income 
+(109,075 
+) 
+Balance at January 31, 2009 
+$ 
+890,925 
+*During fiscal 2009 the Company’s investment advisor redefined variable rate demand notes as fixed income
+municipal securities as these investments continue to trade in a liquid market. 
+Note 15—Restructuring 
+During the fourth quarter of fiscal 2008, the Company restructured its sales and service centers located in Italy and the Netherlands in order to reduce
+costs and streamline operations. The restructuring involved a reduction of employees, closing the two sales and service centers and disposing of certain assets and other miscellaneous expenses. The following table summarizes the activity and
+balances of the restructuring reserve: 
+Severance 
+Lease 
+Other 
+Total 
+Balance at February 1, 2008 
+$ 
+207,230 
+$ 
+33,701 
+$ 
+58,830 
+$ 
+299,761 
+Reserve transfer 
+(52,000 
+) 
+— 
+52,000 
+— 
+Utilization of reserve 
+(155,230 
+) 
+(33,701 
+) 
+(110,830 
+) 
+(299,761 
+) 
+Balance at January 31, 2009 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+All restructuring activity for these sales and service centers has been concluded as of
+January 31, 2009. 
+53 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2009 
+$ 
+591,018 
+$ 
+83,129 
+$ 
+(97,412 
+) 
+$ 
+576,735 
+2008 
+$ 
+588,508 
+$ 
+105,000 
+$ 
+(102,490 
+) 
+$ 
+591,018 
+2007 
+$ 
+511,648 
+$ 
+105,000 
+$ 
+(28,140 
+) 
+$ 
+588,508 
+(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. 
+54
\ No newline at end of file
diff --git a/raw/filings/0000008146/2008/0001193125-09-077930/filing_metadata.csv b/raw/filings/0000008146/2008/0001193125-09-077930/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..08c054d800957492951e4a4fa090688523a1ce2f
--- /dev/null
+++ b/raw/filings/0000008146/2008/0001193125-09-077930/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000008146,ALOT,"AstroNova, Inc.",10-K,2009-04-13,2009-01-31,2009-04-13T21:22:01.000Z,0001193125-09-077930,d10k.htm,FORM 10-K,925877,0,0,https://www.sec.gov/Archives/edgar/data/8146/000119312509077930/d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312509077930/,2008,2008,1
diff --git a/raw/filings/0000008146/2008/0001193125-09-077930/item1.txt b/raw/filings/0000008146/2008/0001193125-09-077930/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..33b5a164f82031ab5697b4159d4c532b2bfd79c8
--- /dev/null
+++ b/raw/filings/0000008146/2008/0001193125-09-077930/item1.txt
@@ -0,0 +1,97 @@
+Item 1. Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,”
+“we,” “our” and “us” in this Annual Report on Form 10-K refer to Astro-Med Inc. and its consolidated subsidiaries. 
+Astro-Med, Inc. designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advance technologies. Target markets for
+products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, life sciences, packaging and transportation. 
+The Company’s products are distributed through its own sales force in the United States and Canada and in Western Europe, and by authorized dealers
+elsewhere in the world. Approximately 30% of the Company’s sales in fiscal 2009 were to customers located outside the United States. 
+We operate our business through three operating segments, Astro-Med Test & Measurement (T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (GT). Financial information by business segment and geographic area appear in
+Note 9 to the Consolidated Financial Statements on pages 49 and 50 of this Annual Report on Form 10-K. The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial
+Conditions and Results of Operations” on pages 16 through 24 of this Annual Report on Form 10-K. 
+Description of Business
+Product Overview 
+Astro-Med develops and manufactures systems that have the ability to acquire, process, analyze,
+store and present electronic data in a variety of useable forms. We sell our product under brand names including Astro-Med ® Test & Measurement (T&M), QuickLabel ® Systems (QuickLabel) and Grass ® Technologies (GT). Products sold under the Astro-Med T&M brand acquire and record data and print
+the output onto charts or electronic media. 
+3 
+Table of Contents 
+Products sold under the QuickLabel brand create product and packaging labels and tags in one or many colors. Products sold under the GT 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 T&M brand include ToughWriter printers, ToughSwitches Ethernet switches, Everest recorders and Dash series data
+recorders. ToughWriter ruggedized page printers are used on the flight deck and in the cabins of military and commercial aircraft to print hard copies of airport maps, flight itineraries, weather maps, gate information and ground communications.
+ToughSwitches Ethernet switches are used in commercial and military aircraft and military vehicles to connect multiple computers or Ethernet-compatible devices together. These products are ruggedized to comply with rigorous military and commercial
+flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriters for the Airbus A380, the Airbus A400M, Bombardier B145, the Boeing C-17, B-787, B-777, B-747, B-767, and Lockheed
+C-130. Other products sold under the Astro-Med brand include the Everest, used widely in the aerospace industry to monitor and track space vehicles, aircraft, missiles and other systems in flight. The Company’s Dash Series product line consists
+of a family of portable data recorders used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power plants, automotive R&D centers and manufacturing plants. Dash Series include the Dash 2EZ, Dash 8X, Dash 8HF,
+Dash 8XPM, Dash 18, Dash 20HF and the Dash 32HF. Everest recorders are used principally in the telementary sector of the aerospace industry where they are used to monitor the readiness for flight of an aircraft or space vehicle. 
+Products sold under the QuickLabel System brand include digital color label printers developed for short-run, in-house label printing; label substrates
+and thermal transfer ribbon, toner, and inkjet printing inks developed for use in label printers, and a range of labeling software, accessory products, and printing services which allow QuickLabel Systems sales and support staff to serve customers
+at virtually every level of their label printing needs. With its broad range of entry-level, mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new products.
+QuickLabel products are primarily sold to end-user manufacturers, processors, and retailers who package products on a Just-in-Time basis, who label products for private label, OEM, or contract packaging customers, or who label products in foreign
+languages for export markets. These end-users can benefit from the time savings and cost-savings of printing their own labels digitally on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals, cosmetics,
+electronics, foods and beverages, medical products, and pharmaceuticals, among many other manufactured goods. Current QuickLabel models include the Vivo!, a patented electrophotographic label printer developed to print on continuous rollstock for
+in-house label printing; the Zeo!, a lower-duty inkjet printer developed in partnership with Hewlett-Packard; and the Xe Series of color thermal transfer label printers including the QLS-4100 Xe, QLS-8100 Xe, QLS-2000 Xe and QLS-3000 Xe. The Xe
+Series of digital color thermal transfer label printers are unique in the industry in that they can be directly integrated with production line equipment and represent a novel, patented application of multi-color thermal transfer technology,
+historically only commercialized in single-color barcode label printers. QuickLabel also sells and supports its own Pronto! family of monochrome/barcode printers which utilize thermal transfer label printing technology in a single color. 
+Products sold under the Grass Technologies (GT) brand include electronic equipment, software and consumable products. The electronic equipment is
+primarily sold into the diagnostic markets of Sleep Disorders, Epilepsy Monitoring and Long-Term Monitoring (LTM). These products are sold to hospitals, free standing clinics and private physicians’ offices. The equipment sold to these markets
+detects and amplifies bio signals, for review and analysis via the special GT software programs. Customers for the secondary equipment line are typically researchers in university based research centers or companies engaged in drug research. This
+equipment consists of diagnostic recording systems, stimulation devices and accessories. The consumable line of products offered by GT are typically utilized with the systems described above. These products are predominantly made up of sensing
+devices that are used for the purpose of collecting physiological data from patients. 
+4 
+Table of Contents 
+Technology 
+The core technologies of Astro-Med 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. 
+We are continually improving the performance and functionality of our core technologies, enabling us to lead the competition with innovative products.
+Patents and Copyrights 
+Astro-Med
+holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and registers its brand trademarks. While we consider our patents to be important to the operation of our business, we do not
+believe that any existent patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the Company’s business taken as a whole. 
+Manufacturing and Supplies 
+Astro-Med designs its
+products and manufactures many of the component parts. The balance of the parts are produced to our specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to our specifications, are generally
+available from numerous suppliers. However, we do obtain certain components of our products and certain finished products from sole sources. 
+Product
+Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2009, 2008 and 2007, we incurred
+costs of $4,884,767, $4,589,022 and $4,187,018, respectively, on Company-sponsored product development. We are committed to product development as a requisite to our organic growth and expect to continue our focus on research and development efforts
+in fiscal 2010 and beyond. 
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research diagnostics, specialty printing systems and data acquisition and analysis. We retain a competitive position in our respective markets by
+virtue of proprietary technology, product reputation, delivery, technical assistance and service to customers. We market our products worldwide by advertising and promotion using major national and international trade journals, scientific meetings
+and trade shows, direct mailing campaigns and the internet. 
+Our products are sold by direct field sales persons as well as independent
+dealers and representatives. In the United States, the Company has factory-trained direct field sales people located in major cities from coast to coast specializing in either Astro-Med T&M products, QuickLabel products, or Grass Technologies
+products. Additionally, we have direct field sales and service centers in Canada, England, France, United Kingdom and staffed by our own employees. In the remaining parts of the world, Astro-Med utilizes approximately 60 independent dealers and
+representatives selling and marketing our products in 80 countries. 
+Astro-Med has a number of competitors in each of the markets that it
+serves. In the T&M area, we believe that we lead the field in data acquisition systems. In the digital color label printing field, we believe we lead the world in color label printing technology, and we were the first to market an
+electrophotographic color label printer capable of printing on continuous rollstock. 
+5 
+Table of Contents 
+Our Grass Technologies products are devoted to clinical applications in electroncephalography (EEG),
+polysomnography (PSG), and Long Term Epilepsy Monitoring (LTM). There are approximately ten companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. We believe we offer superior products based
+upon our long history and pioneering efforts in the field since 1935. Unlike most of our competitors, Astro-Med designs, manufactures and produces complete systems including transducers, amplifiers, sensors, and Windows-based application software.
+Additionally, we produce a range of life science products for the research market many of which eventually find their way into clinical applications. 
+No single customer accounted for 10% or more of our net sales in any of the last three fiscal years. 
+International
+Sales 
+In fiscal 2009, 2008 and 2007, net sales to customers in various geographic areas outside the United States, primarily in Canada
+and Western Europe, amounted to $21,823,000, $21,892,000 and $18,015,000, respectively. 
+Order Backlog 
+Astro-Med’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. Backlog at January 31, 2009 and 2008 was
+$6,405,000 and $6,913,000, respectively. 
+Employees 
+As of January 31, 2009, Astro-Med employed approximately 400 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The
+Company’s business is not seasonal in nature. However, our sales are impacted by the size and complexity of certain individual 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 $434,000 a year for the last five fiscal years. 
+Available Information 
+We make available free of charge on our Internet website (www. astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on
+Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company
+electronically files such material with, or furnishes it to, the Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2008/0001193125-09-077930/item13.txt b/raw/filings/0000008146/2008/0001193125-09-077930/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0fc0f690cea601fe11290d738e6d01acfc30cc9f
--- /dev/null
+++ b/raw/filings/0000008146/2008/0001193125-09-077930/item13.txt
@@ -0,0 +1,2 @@
+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 2009 Annual Meeting of Shareholders.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2008/0001193125-09-077930/item9a.txt b/raw/filings/0000008146/2008/0001193125-09-077930/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bcd862ba3c756622d6cd03b225d555654deb1394
--- /dev/null
+++ b/raw/filings/0000008146/2008/0001193125-09-077930/item9a.txt
@@ -0,0 +1,27 @@
+Item 9A.(T) Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the
+effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Based on that evaluation, such officers have concluded
+that the disclosure controls and procedures are effective at January 31, 2009 to ensure that the information we are required to disclose in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within
+the required time periods and is accumulated and communicated to Company management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. 
+Management’s Annual Report on Internal Control over Financial Reporting 
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined
+in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of published
+financial statements in accordance with generally accepted accounting principles. 
+However, because of its inherent limitations, internal
+control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable 
+25 
+Table of Contents 
+assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are
+subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with policies may deteriorate. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of
+Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31, 2009. 
+Based on this assessment, the
+principal executive officer and principal financial officer believe that as of January 31, 2009, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated
+Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm
+regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit
+the Company to provide only management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2008/0001193125-09-077930/rp_note.txt b/raw/filings/0000008146/2008/0001193125-09-077930/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2008/0001193125-09-077930/rpt_disclosure.txt b/raw/filings/0000008146/2008/0001193125-09-077930/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d519a04f81fa42da9eb31de73562ce640d3b2428
--- /dev/null
+++ b/raw/filings/0000008146/2008/0001193125-09-077930/rpt_disclosure.txt
@@ -0,0 +1,15 @@
+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. 
+The law firm of Hinckley Allen & Snyder LLP,
+of which Mr. Hopkins is a retired partner, provides legal services to the Company. 
+13 
+The Company 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 $114,289 and $158,610, respectively, in salary and commissions during the fiscal year ended January 31, 2009. In addition, the Company made
+matching contributions for the fiscal year 2009 under its qualified Profit-Sharing Plan of $2,711 to Eric Pizzuti and $3,100 to William Pizzuti. The Company also made stock option grants during the 2009 fiscal year to Messrs. E. Pizzuti and W.
+Pizzuti with a fair market value at the date of grant equal to $4,116 and $1,715, respectively. Mr. E. Pizzuti also had disqualifying disposition income during fiscal year 2009 on the sale of incentive stock options granted by the Company in
+the amount of $6,093. 
+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, 2009 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.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2009/0001193125-10-080519/filing.txt b/raw/filings/0000008146/2009/0001193125-10-080519/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5fa5c06ed1bf7ae34336c250ceeffb570fcdce75
--- /dev/null
+++ b/raw/filings/0000008146/2009/0001193125-10-080519/filing.txt
@@ -0,0 +1,3834 @@
+10-K
+1
+d10k.htm
+FORM 10-K
+Form 10-K 
+Table of Contents 
+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, 2010 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from
+to
+Commission file number 0-13200 
+Astro-Med, Inc.
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(Address of principal executive offices) 
+(Zip Code) 
+Registrant’s telephone number, including area code: (401) 828-4000 
+Securities registered pursuant
+to Section 12(b) of the Act: 
+Title of each class 
+Name of each exchange 
+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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No 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 x No ¨ 
+Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
+(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ 
+Indicate by checkmark 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 the Registrant’s knowledge, in definitive proxy or information
+statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
+reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
+Large accelerated filer ¨ 
+Accelerated filer ¨ 
+Non-accelerated filer ¨ 
+Smaller reporting company x 
+(Do not check if a smaller reporting company) 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
+Exchange Act): Yes ¨ No x 
+The aggregate market value of the registrant’s voting common equity held by non-affiliates at July 31, 2009 was approximately
+$30,256,008 based on the closing price on the Nasdaq Global Market on that date. 
+As of April 1, 2010 there were 7,204,216
+shares of Common Stock (par value $0.05 per share) of the registrant outstanding. 
+DOCUMENTS INCORPORATED BY REFERENCE 
+Portions of the Company’s definitive Proxy Statement for the 2010 Annual Meeting of Shareholders are incorporated by
+reference into Part III of this Annual Report on Form 10-K where indicated. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-7 
+Item 1A. 
+Risk Factors 
+7-12 
+Item 1B. 
+Unresolved Staff Comments 
+12 
+Item 2. 
+Properties 
+13 
+Item 3. 
+Legal Proceedings 
+13 
+Item 4. 
+Reserved 
+13 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
+14-16 
+Item 6. 
+Selected Financial Data 
+16 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of
+Operations 
+17-25 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+25 
+Item 8. 
+Financial Statements and Supplementary Data 
+26 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+26 
+Item 9A(T). 
+Controls and Procedures 
+26-27 
+Item 9B. 
+Other Information 
+27 
+PART III 
+Item 10. 
+Directors, Executive Officers and Corporate Governance 
+28-29 
+Item 11. 
+Executive Compensation 
+29 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
+Matters 
+29 
+Item 13. 
+Certain Relationships, Related Transactions and Director Independence 
+30 
+Item 14. 
+Principal Accountant Fees and Services 
+30 
+PART IV 
+Item 15. 
+Exhibits and Financial Statement Schedules 
+31-32 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+Forward-Looking Statements 
+Information included in this Annual Report on
+Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning
+future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and
+similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our
+actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in this Annual
+Report on Form 10-K under “Item 1A. Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to
+unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K. 
+PART I 
+Item 1. Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our” and “us” in this Annual Report on Form 10-K refer to Astro-Med Inc. and its consolidated subsidiaries.
+Astro-Med, Inc. designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and
+analysis systems, including both hardware and software, which incorporate advance technologies. Target markets for products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications,
+distribution, food and beverage, general manufacturing, life sciences, packaging and transportation. 
+The Company’s
+products are distributed through its own sales force in the United States and Canada and in Western Europe, and by authorized dealers elsewhere in the world. Approximately 30% of the Company’s sales in fiscal 2010 were to customers located
+outside the United States. 
+We operate our business through three operating segments, Astro-Med Test & Measurement
+(T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Financial information by business segment and geographic area appear in Note 10 to the Consolidated Financial Statements of this Annual Report on Form 10-K. The
+following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 17 through 25 of this Annual Report on Form 10-K. 
+Description of Business 
+Product Overview 
+Astro-Med, Inc. develops and manufactures specialty printers and data
+acquisition systems. We sell our products under the brand names Astro-Med ® Test & Measurement
+(T&M), Grass ® Technologies (Grass ® ), and QuickLabel ® Systems
+(QuickLabel ® ). 
+3 
+Table of Contents 
+Products sold under the Astro-Med ® Test & Measurement brand acquire and record data and print the output onto charts or electronic media.
+Products sold under the Grass ® brand electronically capture and record neurological data that is used to analyze
+and diagnose disorders such as epilepsy and sleep apnea. Products sold under the QuickLabel ® brand make labels
+used in product packaging and automatic identification applications. The Company supplies a range of products that include hardware, software and consumables to customers who are in a variety of industries. 
+Astro-Med Test & Measurement products include ruggedized printers and data acquisition systems. Current
+Astro-Med ® T&M products include ToughWriter ® ruggedized cockpit printers, ToughSwitch ® Ethernet switches, the TMX™ data acquisition systems, the Dash ® series data recorders, and the Everest ® telemetry recorders. 
+ToughWriter ® ruggedized cockpit printers are used in the flight deck and in the cabins of military and
+commercial aircraft to print hard copies of airport maps, flight itineraries, weather maps, gate information, and ground communications. ToughSwitch ® Ethernet switches are used in commercial and military aircraft and military vehicles to connect multiple computers or Ethernet devices together. These products are
+ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter ® cockpit printers for the Airbus A380, the Airbus A400M, the Bombardier Global 5000, the Bombardier Global Express XRS, the Boeing C-17, B-787, B-777, B-747, B-767,
+and the Lockheed C-130. 
+The Company’s family of portable data recorders, including the
+recently-released TMX™ and the Dash ® series (Dash 2EZ+, Dash 8Xe, Dash 8HF, Dash 8XPM, Dash 18X, Dash 20HF,
+and Dash 32HF) are used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power plants, automotive R&D centers, manufacturing plants, and for long-term testing in aerospace applications. The new TMX™ data
+acquisition system is designed for data capture of long-term testing in automotive, aerospace, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including
+time-stamped and synchronized video capture data and audio notation, is important. 
+The Everest ® telemetry recorders are used widely in the aerospace industry to monitor and track space vehicles, aircraft,
+missiles and other systems in flight. Everest ® data recorders are used principally in the telemetry sector of
+the aerospace industry, where they are used to monitor parameters from an aircraft or space vehicle during flight test and vehicle launch. 
+Products sold under the Grass ® Technologies brand include
+neurophysiological recording instruments, software, stimulators, electrode preps, consumable products, and Grass’ industry-renowned electrodes. Grass ® equipment detects and amplifies neurophysiological signals for acquisition, review, and analysis via special Grass ® software. 
+Grass ® clinical equipment is primarily sold into the Sleep Disorders (PSG), Routine/Ambulatory EEG, and
+Long-Term Epilepsy Monitoring (LTM) diagnostic markets, and is sold to hospitals, free-standing clinics, and private physicians’ offices. Current Grass ® clinical products include the SleepTrek ® 3 at-home sleep screener, a small lightweight physiological data recorder, the FDA-listed Grass ® S12X Cortical Stimulator for cortical stimulation mapping to aid in cortical resection procedures, and TWin ® Neurotrac-III Neuromonitoring Software for computing and displaying long-term trends during continuous EEG monitoring in the ICU, NICU, OR, and Seizure Monitoring
+units. 
+Grass ® research products consist of square pulse stimulators; including the S88X dual-output with digital controls model and the SD9 student research model, as well as
+amplifiers, including the LP511 high performance AC model and P122 AC/DC Strain Gage model as well as the 15LT Amplifier System. Customers of the Grass ® research line are typically university research centers or pharmaceutical companies engaged in drug research. The Grass ® consumable products are comprised predominantly of sensing devices used to collect physiological data and are utilized with the systems described above.
+4 
+Table of Contents 
+Products sold under the QuickLabel ® brand include short-run, digital color label printers developed for in-house label printing, labeling software,
+label and tag substrates, label printing inks including thermal transfer ribbons, toners, and inkjet inks; custom label printing services, and a range of printer accessories. The breadth of the product line allows QuickLabel sales and support staff
+to serve customers at virtually every level of their label printing needs. 
+With its broad range of
+entry-level, mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel ® products are primarily sold to end-user manufacturers, processors, and retailers who label products on a just-in-time basis, private label, contract package, or label
+products in foreign languages for export markets. These end-users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals,
+cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods. 
+Current QuickLabel ® models include the Vivo! ® , a patented electrophotographic label printer developed to print on continuous rollstock for in-house label printing; the Zeo! ® , an entry-level inkjet label printer developed in partnership with Hewlett-Packard; and the Xe series of digital
+color label printers utilizing thermal transfer technology, including the QLS-4100 Xe, QLS-2000 Xe and QLS-3000 Xe. The Xe Series of label printers are unique in the industry in that they can be directly integrated with automated production lines
+and represent a novel, patented application of multi-color thermal transfer technology, which was historically only commercialized in single-color barcode label printers. QuickLabel also sells and supports its own Pronto! ® family of barcode printers/monochrome printers which utilize single color-thermal transfer label printing
+technology. 
+Technology 
+The core technologies of Astro-Med 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. 
+We are continually improving the performance and functionality of our core technologies,
+enabling us to lead the competition with innovative products. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and registers
+its brand trademarks. While we consider our patents to be important to the operation of our business, we do not believe that any existent patent, license, trademark or other intellectual property right is of such importance that its loss or
+termination would have a material adverse effect on the Company’s business taken as a whole. 
+Manufacturing and Supplies
+Astro-Med designs its products and manufactures many of the component parts. The balance of the parts required for
+manufacture of our products are produced to our specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to our specifications, are generally available from numerous suppliers. However, we do
+obtain certain components of our products and certain finished products from sole sources. 
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2010, 2009 and 2008, we incurred costs of
+$4,819,533, $4,884,767 and $4,589,022, respectively, on Company-sponsored product
+5 
+Table of Contents 
+development. We are committed to product development as a requisite to our organic growth and expect to continue our focus on research and development efforts in fiscal 2011 and beyond.
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research diagnostics; specialty printing systems; and data acquisition and analysis. We retain a competitive position in our
+respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance and service to customers. We market our products worldwide by advertising and promotion using major national and international trade journals,
+scientific meetings and trade shows, direct mailing campaigns and the internet. 
+Our products are sold by
+direct field sales persons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field sales people located in major cities from coast to coast specializing in either Astro-Med ® T&M products, QuickLabel ® products, or Grass Technologies ® 
+products. Additionally, we have direct field sales and service centers in Canada, France, Germany and the United Kingdom staffed by our own employees. In the remaining parts of the world, Astro-Med utilizes approximately 60 independent
+dealers and representatives selling and marketing our products in 80 countries. 
+Astro-Med has a number of competitors in each
+of the markets that it serves. In the T&M area, we believe that we lead the field in data acquisition systems. In the digital color label printing field, we believe we lead the world in color label printing technology, and we were the first to
+market an electrophotographic color label printer capable of printing on continuous rollstock. 
+Our Grass
+Technologies ® products are devoted to clinical applications in electroncephalography (EEG), polysomnography
+(PSG), and Long Term Epilepsy Monitoring (LTM). There are approximately ten companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. We believe we offer superior products based upon our long
+history and pioneering efforts in the field since 1935. Unlike most of our competitors, Astro-Med designs, manufactures and produces complete systems including transducers, amplifiers, sensors and Windows-based application software. Additionally, we
+produce a range of life science products for the research market many of which eventually find their way into clinical applications. 
+No single customer accounted for 10% or more of our net sales in any of the last three fiscal years. 
+International Sales 
+In fiscal 2010, 2009 and 2008, net sales to customers in various geographic areas outside the United States, primarily in
+Canada and Western Europe, amounted to $19,735,000, $21,823,000 and $21,892,000, respectively. 
+Order Backlog 
+Astro-Med’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. Backlog at January 31, 2010 and
+2009 was $5,675,000 and $6,405,000, respectively. 
+Employees 
+As of January 31, 2010, Astro-Med employed approximately 425 people. We are generally able to satisfy our employment requirements. No
+employees are represented by a union. We believe that employee relations are good. 
+6 
+Table of Contents 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual 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 $400,000 a year for the last five fiscal years. 
+Available Information
+We make available free of charge on our Internet website (www.astro-medinc.com) the Company’s Annual Report on
+Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as
+reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Item 1A. Risk Factors 
+The following risk factors should be carefully considered in evaluating Astro-Med because such factors may have a significant impact on our business, operating results, liquidity and financial condition.
+As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be
+immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, Astro-Med’s business, operating results, liquidity and financial condition could be materially affected in an adverse
+manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment. 
+Continued depressed general economic conditions and uncertainties in the global credit and equity markets may adversely affect Astro-Med’s results of operation and financial position. 
+Our business is sensitive to changes in general economic conditions, both inside and outside the U.S. Worldwide financial markets have
+experienced extreme disruption in the past year, including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, rating downgrades and declining valuations of investments. These
+disruptions are likely to have an ongoing adverse effect on the world economy. We are unable to predict how long the economic downturn will last. Continuing economic downturn and financial market disruptions may adversely impact our business
+resulting in: 
+• 
+Reduced demand for our products realized by diminished new orders and increases in order cancellations; 
+• 
+Increased risk of excess and obsolete inventories; 
+• 
+Increased pressure on the prices for our products and services; 
+• 
+Greater difficulty in collecting accounts receivables; and 
+• 
+Greater risk of impairment to the value and liquidity of our investment portfolio. 
+Astro-Med’s operating results and financial condition could be harmed if the markets into which we sell our product decline or do not grow as
+anticipated. 
+Any decline in our customers’ markets or in their general economic conditions, including declines
+related to the current market disruptions described above, would likely result in a reduction in demand for our products. For example, we experienced weakness in all segments during the current fiscal year caused largely by the
+7 
+Table of Contents 
+continued global economic downturn as our customers are reluctant to make capital equipment purchases and are limiting consumable product purchases to quantities necessary to satisfy immediate
+needs with no provisions to stock supplies for future use. Also, if our customers’ markets decline, we may not be able to collect on outstanding amounts due to us. Such declines could harm our results of operations, financial position and cash
+flows and could limit our ability to continue to remain profitable. 
+Astro-Med’s actions to reduce costs could have a long-term
+adverse effect on our business. 
+The continued decline and uncertainty in economic conditions has required us to take
+steps to reduce our costs by implementing a Company–wide cost reduction initiative which began in the first quarter of fiscal 2010 and includes wage and salary freezes, layoffs and a general reduction in hours worked by the production staff.
+This cost reduction initiative will remain in effect until the Company determines otherwise. We can not, however, be certain that this initiative will achieve its intended results. It is also possible that the cost reduction initiative could have
+the effect of reducing our talent pool and available resources and, consequently, could have long-term effects on our business by decreasing or slowing improvements in our products, affecting our ability to respond to customers, limiting our ability
+to increase production quickly if and when the demand for our products increases, and limiting our ability to hire and retain key personnel. Any of these circumstances could adversely affect our results of operations and financial position.
+Astro-Med faces significant competition and our failure to compete successfully could adversely affect our results of operations and
+financial condition. 
+We operate in an environment of significant competition, driven by rapid technological advances,
+evolving industry standards, frequent new product introductions and the demands of customers to become more efficient. Our competitors range from large international companies to relatively small firms. We compete primarily on the basis of
+technology, performance, price, quality, reliability, brand, distribution and customer service and support. Our success in future performance is largely dependent upon our ability to compete successfully in the markets we currently serve and to
+expand into additional market segments. Additionally, current competitors or new market entrants may develop new products with features that could adversely affect the competitive position of our products. To remain competitive, we must develop new
+products, services and applications and periodically enhance our existing offerings. If we are unable to compete successfully, we could lose market share and important customers to our competitors which could materially adversely affect our results
+of operations and financial position. 
+Astro-Med’s future revenue growth depends on our ability to introduce new products and
+services on a timely basis and achieve market acceptance of these new products and services. 
+The markets for our
+products are characterized by rapidly changing technology and accelerating product introduction cycles. Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying
+high-quality, cost-effective products, product enhancements and services on a timely basis and by keeping pace with technological developments and emerging industry standards. The success of our new products will also depend on our ability to
+differentiate our offerings from our competitors’ offerings, price our products competitively, anticipate our competitor’s development of new products; and maintain high levels of product quality and reliability. Astro-Med spends a
+significant amount of time and effort related to the development of our Ruggedized and Color Printer products as well as our Test and Measurement products. Failure to further develop any of our new products and their related markets as anticipated
+could adversely affect our future revenue growth and operating results. 
+Astro-Med’s failure to successfully manage the transition
+between our new products and our older products may adversely affect our results of operations and financial position. 
+As Astro-Med introduces new or enhanced products, we must successfully manage the transition from older products to minimize disruptions in customers’ ordering patterns, avoid excessive levels of older product inventories and provide
+sufficient supplies of new products to meet customer demands. When Astro-Med
+8 
+Table of Contents 
+introduces new or enhanced products that feature higher-performance and new technological options, we face numerous risks relating to product transitions, including the inability to accurately
+forecast demand, address new or higher product cost structures and manage different sales and support requirements due to the type of complexity of the new products. In addition, any customer uncertainty regarding the timeline for rolling out new
+products or Astro-Med’s plan for future support of existing products may negatively impact customer purchase decisions. 
+For
+certain components and assembled products, Astro-Med is dependent upon single or limited source suppliers. If these suppliers do not meet demand, either in volume or quality, then we could be materially harmed. 
+If the supply of a key component or assembled products were to be delayed or curtailed or, in the event a key manufacturing or sole
+vendor delays shipment of such components or completed products, our ability to ship products in desired quantities and in a timely manner would be adversely affected. Our business, results of operations and financial position could also be
+adversely affected, depending on the time required to obtain sufficient quantities from the original source or, if possible, to identify and obtain sufficient quantities from an alternative source. 
+Additionally, if any single or limited source supplier becomes unable or unwilling to continue to supply these components or assembled
+products in required volumes, we will have to identify and qualify acceptable replacements or redesign our products with different components. Alternative sources may not be available, or product redesign may not be feasible on a timely basis.
+Any interruption in the supply of or increase in the cost of the components and assembled products provided by single or limited source suppliers could have a material adverse affect on our business, results of operations and financial position.
+Economic, political and other risks associated with international sales and operations could adversely affect Astro-Med’s results
+of operations and financial position. 
+Because we sell our products worldwide, our business is subject to risks
+associated with doing business internationally. Revenue from international operations, which includes both direct and indirect sales to customers outside the U.S. accounted for approximately 30% of our total revenue for fiscal year 2010 and we
+anticipate that international sales will continue to account for a significant portion of our revenue. In addition, many of our employees, suppliers, job functions and facilities are located outside the U.S. Accordingly, our future results could be
+harmed by a variety of factors, including: 
+• 
+Interruption to transportation flows for delivery of parts to us and finished goods to our customers; 
+• 
+Customer and vendor financial stability; 
+• 
+Changes in foreign currency exchange rates; 
+• 
+Changes in a specific country’s or region’s political, economic or other conditions; 
+• 
+Trade protection measures and import or export licensing requirements; 
+• 
+Negative consequences from changes in tax laws; 
+• 
+Difficulty in staffing and managing widespread operations; 
+• 
+Differing labor regulations; 
+• 
+Differing protection of intellectual property; 
+• 
+Unexpected changes in regulatory requirements; and 
+• 
+Geopolitical turmoil, including terrorism and war. 
+9 
+Table of Contents 
+Astro-Med’s profitability is dependent upon our ability to obtain adequate pricing for our
+products and to improve our cost structure. 
+Our success depends on our ability to obtain adequate pricing for our
+products and services which provides a reasonable return to our shareholders. Depending on competitive market factors, future prices we obtain for our products and services may decline from previous levels. In addition, pricing actions to offset the
+effect of currency devaluations may not prove sufficient to offset further devaluations or may not hold in the face of customer resistance and/or competition. If we are unable to obtain adequate pricing for our products and services, our results of
+operations and financial position could be materially adversely affected. 
+We are continually reviewing our operations with a
+view towards reducing our cost structure, including but not limited to downsizing our employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. In the first quarter of fiscal 2010,
+management initiated a Company-wide cost reduction program in response to the continued depressed economic conditions. From time to time we also engage in restructuring actions to reduce our cost structure. If we are unable to maintain our cost base
+at or below the current level and maintain process and systems changes resulting from current cost reduction and prior restructuring actions, our results of operations and financial position could be materially adversely affected. 
+Astro-Med’s results of operation may suffer if our manufacturing capacity does not match the demand for our products. 
+Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market conditions, when demand
+does not meet our expectations, our manufacturing capacity will likely exceed our production requirements. If, during a general market upturn or an upturn in one of our segments, we cannot increase our manufacturing capacity to meet product demand,
+we will not be able to fulfill orders in a timely manner. This inability could materially and adversely limit our ability to improve our results. By contrast, if during an economic downturn we had excess manufacturing capacity, then our fixed costs
+associated with excess manufacturing capacity would adversely affect our income. 
+Third parties may infringe our intellectual property
+and we may suffer competitive injury or expend significant resources enforcing our rights. 
+Astro-Med’s success
+depends in part on our proprietary technology. We rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish our
+proprietary rights. If we do not enforce our intellectual property rights successfully our competitive position may suffer which could harm our results of operation and financial position. 
+Our patents, copyrights, trademarks and other intellectual property rights may not provide us a significant competitive advantage. We
+may need to spend significant resources monitoring our intellectual property rights and we may or may not be able to detect infringement by third parties. Our competitive position may be harmed if we cannot detect infringement and enforce our
+intellectual property rights quickly or at all. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons. In addition, competitors might avoid
+infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. 
+Astro-Med
+could incur liabilities as a result of installed product failures due to design or manufacturing defects. 
+Astro-Med
+could incur liabilities as a result of installed product failures due to design or manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These defects could result in among other
+things, a delay in recognition of sales, loss of sales, loss of market share, failure to achieve market acceptance or substantial damage to our reputation. We could be subject to material claims by customers, and may need to incur substantial
+expenses to correct any product defects. 
+10 
+Table of Contents 
+Astro-Med depends on the ongoing service of its senior management and ability to attract and retain
+other key personnel. 
+Our success depends to a significant degree upon the continuing contributions of key management,
+sales, marketing, research and development and manufacturing personnel, many of whom we would have difficulty replacing. We believe that our future success will depend in large part upon our ability to attract and retain highly skilled engineers and
+management, sales and marketing personnel. Failure to attract and retain key personnel could have a material adverse affect on our business, results of operations or financial position. 
+Astro-Med is subject to laws and regulations; failure to address or comply with these laws and regulations could harm our business and adversely affect our results of operations. 
+Our operations are subject to laws, rules, regulations, including environmental regulations, government policies and other requirements in
+each of the jurisdictions in which we conduct business. Changes in laws, rules, regulations, policies or requirements could result in the need to modify our products and could affect the demand for our products, which may have an adverse impact on
+our future operating results. In addition, we must comply with new regulations restricting our ability to include lead and certain other substances in our products. If we do not comply with applicable laws, rules and regulations we could be subject
+to costs and liabilities and our business may be adversely impacted. 
+A number of our products from our Grass Technologies
+product group are subject to regulation by the United States Food and Drug Administration (“FDA”) and certain similar foreign regulatory agencies. If we or any of our suppliers or distributors fail to comply with FDA and other applicable
+regulatory requirements or are perceived to potentially have failed to comply, we may face, among other things, adverse publicity affecting both us and our customers; investigations or notices of non-compliance; fines, injunctions and civil
+penalties; partial suspensions or total shutdown of production facilities or the imposition of operating restrictions; increased difficulty in obtaining required FDA clearances or approvals; seizures or recalls of our products or those of our
+customers, and/or the inability to sell our products. 
+Astro-Med sells medical equipment to customers who rely on certain third party
+reimbursement rates. 
+We cannot be certain that third party reimbursement rates and policies will continue in the
+future. Any change in reimbursement rates and policies could adversely impact our profitability. 
+Adverse conditions in the global
+banking industry and credit markets may adversely impact the value of our investments or impair our liquidity. 
+At the
+end of fiscal 2010, we had cash and cash equivalents of approximately $14 million invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts. The continued disruptions in the financial markets may, in
+some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly liquid. Any failure of our counterpart financial institutions or funds in which we have invested may adversely impact our
+cash and cash equivalent positions and, in turn, our results of operations and financial position. As of January 31, 2010, we also had an approximate $10 million portfolio of securities available for sale. This portfolio consists of state and
+municipal securities with various maturity dates as well as an auction rate security. All of the securities in the portfolio are triple AAA rated at original purchase date; however, a failure of the issuer of any such commercial paper may result in
+an adverse impact on the portfolio. 
+11 
+Table of Contents 
+Astro-Med may not be able to effectively integrate businesses or assets acquired. 
+We may identify and pursue acquisitions of complementary companies and strategic assets, such as customer bases, products and technology.
+However, there can be no assurance that we will be able to identify suitable acquisition opportunities. In December 2009, we acquired Label Line Ltd. (Label Line), a manufacturer of labels and tags which has become part of our QuickLabel Systems
+brand. In any acquisition that we complete, including the recent acquisition of Label Line, we cannot be certain that: 
+• 
+We will successfully integrate the operations of the acquired business with our own; 
+• 
+All the benefits expected from such integration will be realized; 
+• 
+Management’s attention will not be diverted or divided, to the detriment of current operations; 
+• 
+Amortization of acquired intangible assets will not have a negative effect on operating results or other aspects of our business;
+• 
+Delays or unexpected costs related to the acquisition will not have a detrimental effect on our business, operating results and financial
+condition; 
+• 
+Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse effect on our reputation; and
+• 
+Respective operations, management and personnel will be compatible. 
+In certain instances as permitted by applicable law and NASDAQ rules, acquisitions may be consummated without seeking and obtaining
+shareholder approval, in which case shareholders will not have an opportunity to consider and vote upon the merits of such an acquisition. Although we will endeavor to evaluate the risks inherent in a particular acquisition, there can be no
+assurance that we will properly ascertain or assess such risks. 
+Business interruptions could adversely affect Astro-Med’s
+business. 
+Our operations and the operations of our suppliers, contract manufacturers and customers are vulnerable to
+interruptions by fire, earthquake, hurricane, power loss, telecommunications failure, terrorism and other events beyond our control. Although we carry insurance for property damage and business interruption, we do not carry insurance for
+interruptions or potential losses arising from terrorism. In the event that a material business interruption occurs that affects Astro-Med, its suppliers, contract manufacturers or customers, shipments could be delayed and our business and financial
+results could be harmed. Also, our third party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention. Economic conditions and uncertainties in global
+markets may adversely affect the cost and other terms upon which we are able to obtain third party insurance. If our third party insurance coverage is adversely affected or to the extent we have elected to self-insure, we may be at a greater risk
+that our operations will be harmed by a catastrophic loss. 
+Item 1B. Unresolved Staff
+Comments 
+None 
+12 
+Table of Contents 
+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. 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Warwick, Rhode Island, USA 
+135,500 
+Corporate headquarters, research and development, manufacturing, sales and service 
+Rockland, Massachusetts, USA 
+36,000 
+Manufacturing 
+Slough, England 
+1,700 
+Sales and service 
+Astro-Med also leases
+facilities in various other locations. The following information pertains to each location: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+Asheboro, North Carolina, USA 
+75,000 
+Manufacturing 
+Brossard, Quebec, Canada 
+7,900 
+Sales and service 
+Rodgau, Germany 
+6,835 
+Manufacturing, sales and service 
+Trappes, France 
+2,164 
+Sales and service 
+Schaumburg, Illinois, USA 
+1,131 
+Sales and service 
+El Dorado Hills, California, USA 
+273 
+Sales 
+Newport Beach, California, USA 
+151 
+Sales and service 
+We believe our
+facilities are well maintained, in good operating condition and generally adequate to meet our needs for the foreseeable future. 
+Item 3. Legal Proceedings 
+In November 2009, Astro-Med was awarded a $1,391,000 judgment
+related to a lawsuit filed by the Company against a former employee and a competitor business. At issue in the lawsuit was the violation of a non-competition agreement which the former employee had signed as a condition of employment with Astro-
+Med. The $1,391,000 judgment includes both punitive and exemplary damages, as well as attorney fees (all of which have been previously expensed) and related interest earned on the judgment and was recorded as a gain on legal settlement in the
+Company’s consolidated income statement for the fiscal year ended 2010. In November 2009, the Company also filed a motion to amend the original judgment to include additional legal fees of $73,000. This motion was granted on February 12,
+2010. On February 17, 2010, the Company collected a total of $1,495,000 related to this legal proceeding, which includes the $1,391,000 gain on legal settlement which was recorded in the fourth quarter of fiscal 2010 and $104,000 for interest
+and the additional attorney fees as granted by the February 12, 2010 motion. The $104,000 will be recorded as a gain on legal settlement in the Company’s consolidated income statement for the first quarter of fiscal 2011. 
+There are no pending or threatened legal proceedings against the Company believed to be material to the financial position or results of
+operations of the Company. 
+Item 4. Reserved 
+13 
+Table of Contents 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+Astro-Med’s common stock trades on The NASDAQ Global Market under the symbol “ALOT.” The
+following table sets forth the range of high and low closing prices and dividend data, as furnished by NASDAQ, for the years ended January 31: 
+High 
+Low 
+Dividends 
+Per Share 
+2010 
+First Quarter 
+$ 
+7.00 
+$ 
+4.60 
+$ 
+0.06 
+Second Quarter 
+$ 
+6.24 
+$ 
+5.01 
+$ 
+0.06 
+Third Quarter 
+$ 
+7.38 
+$ 
+5.17 
+$ 
+0.06 
+Fourth Quarter 
+$ 
+7.69 
+$ 
+6.07 
+$ 
+0.06 
+2009 
+First Quarter 
+$ 
+10.00 
+$ 
+8.34 
+$ 
+0.06 
+Second Quarter 
+$ 
+10.38 
+$ 
+8.25 
+$ 
+0.06 
+Third Quarter 
+$ 
+10.00 
+$ 
+6.00 
+$ 
+0.06 
+Fourth Quarter 
+$ 
+7.39 
+$ 
+5.55 
+$ 
+0.06 
+Astro-Med had
+approximately 306 shareholders of record as of April 1, 2010, which does not reflect shareholders with beneficial ownership in shares held in nominee name. 
+14 
+Table of Contents 
+Stock Performance Graph 
+The graph below shows a comparison of the cumulative total return on the Company’s common stock against the cumulative total returns for the NASDAQ Composite Index and the NASDAQ Electronic Index for
+the period of five fiscal years ended January 31, 2010. The NASDAQ Composite Index is calculated using all companies trading on the NASDAQ Global Select, NASDAQ Global Market and the NASDAQ Capital Markets through January 31, 2010. The
+Index is weighted by the current shares outstanding and assumes dividends reinvested. The NASDAQ Electronic Index, designated as the Company’s peer group index, is comprised of companies classified as electronic equipment manufacturers.
+Cumulative Total Returns* 
+2005 
+2006 
+2007 
+2008 
+2009 
+2010 
+Astro-Med, Inc. 
+$ 
+100.00 
+$ 
+110.48 
+$ 
+142.79 
+$ 
+135.82 
+$ 
+100.26 
+$ 
+103.99 
+NASDAQ Electronic Index 
+$ 
+100.00 
+$ 
+110.89 
+$ 
+115.91 
+$ 
+109.78 
+$ 
+65.61 
+$ 
+101.69 
+NASDAQ Composite Index 
+$ 
+100.00 
+$ 
+112.83 
+$ 
+121.39 
+$ 
+118.51 
+$ 
+59.05 
+$ 
+85.97 
+* 
+Assumes $100 invested on February 1, 2005 with reinvestment of dividends 
+Dividend Policy 
+Astro-Med began a program of paying quarterly cash
+dividends in fiscal 1992 and has paid a dividend for 74 consecutive quarters. During fiscal 2010, we paid a quarterly dividend of $0.06 per share. On March 15, 2010, the Board of Directors voted to increase the quarterly dividend by $.01 per share
+to $0.07 per share beginning with the first quarter of fiscal 2011. 
+15 
+Table of Contents 
+Stock Repurchases 
+On August 16, 2004, Astro-Med announced that its Board of Directors had approved the repurchase of 600,000 shares of common stock. This is an ongoing authorization without any expiration date.
+During the fourth quarter of fiscal 2010, the Company made the following repurchases of its common stock: 
+Total Number 
+of Shares 
+Repurchased 
+Average 
+Price paid 
+Per Share 
+Total Number of 
+Shares Purchased as 
+Part of Publicly 
+Announced Plans
+or 
+Programs 
+Maximum Number 
+of Shares That 
+May Be Purchased 
+Under The Plans 
+or Programs 
+November 1 – November 28 
+— 
+$ 
+— 
+— 
+392,289 
+November 29 – December 26 
+— 
+$ 
+— 
+— 
+392,289 
+December 27 – January 31 
+— 
+$ 
+— 
+— 
+392,289 
+Item 6. Selected Financial Data 
+The following financial data
+with respect to our results of operations, per share and financial condition data for each of the five fiscal years in the period ended January 31, 2010 set forth below has been derived from our audited consolidated financial statements. The
+selected financial information presented below should be read in conjunction with the Consolidated Financial Statements and related notes thereto and “Item 7- Management’s Discussion and Analysis of Financial Condition and Results of
+Operations” included in this Annual Report on Form 10-K. 
+(Dollars in Thousands, Except Per Share Amounts)
+2010 
+2009 
+2008 
+2007 
+2006 
+Results of Operations: 
+Net Sales 
+$ 
+64,031 
+$ 
+71,783 
+$ 
+72,371 
+$ 
+65,519 
+$ 
+59,301 
+Cost of Sales 
+37,403 
+40,715 
+41,260 
+38,521 
+34,643 
+Gross Profit 
+26,628 
+31,068 
+31,111 
+26,998 
+24,658 
+Selling and Marketing 
+15,342 
+16,942 
+17,126 
+15,437 
+14,143 
+General and Administrative 
+4,503 
+4,615 
+4,682 
+3,884 
+3,317 
+Research & Development 
+4,820 
+4,885 
+4,589 
+4,187 
+4,043 
+Restructuring Charge 
+— 
+— 
+515 
+— 
+— 
+Operating Expenses 
+24,665 
+26,442 
+26,912 
+23,508 
+21,503 
+Gain on Legal Settlement 
+1,391 
+— 
+— 
+— 
+— 
+Gain on Sale of Real Estate, Net of Related Costs 
+— 
+— 
+— 
+5,252 
+— 
+Operating Income 
+3,354 
+4,626 
+4,199 
+8,742 
+3,155 
+Investment Income 
+227 
+489 
+611 
+649 
+337 
+Other, Net 
+101 
+(538 
+) 
+244 
+234 
+(90 
+) 
+Income Before Income Taxes 
+3,682 
+4,577 
+5,054 
+9,625 
+3,402 
+Income Tax Provision 
+916 
+1,613 
+744 
+3,566 
+851 
+Net Income 
+$ 
+2,766 
+$ 
+2,964 
+$ 
+4,310 
+$ 
+6,059 
+$ 
+2,551 
+Per Share: 
+Net Income per Common Share—Basic 
+$ 
+0.39 
+$ 
+0.42 
+$ 
+0.63 
+$ 
+0.90 
+$ 
+0.39 
+Net Income per Common Share—Diluted 
+$ 
+0.38 
+$ 
+0.40 
+$ 
+0.57 
+$ 
+0.82 
+$ 
+0.35 
+Dividends Declared per Common Share 
+$ 
+0.24 
+$ 
+0.24 
+$ 
+0.20 
+$ 
+0.20 
+$ 
+0.13 
+Financial Condition: 
+Working Capital 
+$ 
+41,709 
+$ 
+40,119 
+$ 
+39,411 
+$ 
+34,294 
+$ 
+31,222 
+Total Assets 
+$ 
+64,676 
+$ 
+62,155 
+$ 
+61,699 
+$ 
+58,001 
+$ 
+49,647 
+Long-Term Debt 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Shareholders’ Equity 
+$ 
+53,819 
+$ 
+51,471 
+$ 
+49,355 
+$ 
+45,958 
+$ 
+40,301 
+16 
+Table of Contents 
+Item 7. Management’s Discussion and Analysis of Financial
+Condition and Results of Operations 
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad range of products that
+acquire, store, analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its
+products and services through the following three sales product groups: 
+• 
+Test and Measurement Product Group (T&M)—represents a suite of telemetry recorder products sold to the aerospace and defense industries, as
+well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including automotive, energy, paper and steel fabrication. In addition, T&M also includes a suite of ruggedized printer
+products designed for military and commercial applications to be used in the avionics industry to print weather maps, communications and other critical flight information. 
+• 
+QuickLabel Systems Product Group (QuickLabel)—offers hardware, software and media products that create on demand color labels and store and
+produce images in color or non-color formats on a broad range of media substrates. 
+• 
+Grass Technologies Product Group (Grass)—centers on diagnostic and monitoring products that serve the clinical neurophysiology markets, as well as
+a range of biomedical instrumentation products and supplies focused on the life sciences markets. 
+Astro-Med
+markets and sells its products and services globally through a diverse distribution structure of sales personnel, manufacturing representatives and dealers that deliver a full complement of branded products and services to customers in our
+respective markets. 
+Our growth strategy centers on organic growth through product innovation made possible by research and
+development initiatives, as well as strategic acquisitions that fit into existing core businesses. Research and development activities are funded and expensed by the Company at approximately 7.5% of annual sales for fiscal 2010. 
+Although Astro-Med has experienced measured progress in fiscal 2010 as earnings have incrementally improved each quarter, our current year
+results continue to reflect the effects of the global recession in all of our markets and product lines as customers are reluctant to make capital equipment purchases and are limiting consumable product purchases to quantities necessary to satisfy
+immediate needs. We have responded to this worldwide recession and uncertainty in the global economy by implementing a Company-wide cost reduction initiative which began in the first quarter of fiscal 2010 and includes wage and salary freezes,
+layoffs and a general reduction in hours worked by production staff. Astro-Med is continuing all research and development activities as planned, as we believe that the development of new products and the enhancement of existing products will promote
+future growth and profitability for the Company. We also continue to invest in sales and marketing by expanding the existing sales force and increasing spending on various marketing campaigns. 
+Results of Operations 
+($ in thousands) 
+2010 
+2009 
+2008 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+% Change 
+Over Prior Year 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+% Change 
+Over Prior Year 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+T&M 
+$ 
+14,247 
+22.2 
+% 
+(9.8 
+)% 
+$ 
+15,796 
+22.0 
+% 
+(4.3 
+)% 
+$ 
+16,505 
+22.8 
+% 
+QuickLabel 
+33,294 
+52.0 
+% 
+(11.0 
+)% 
+37,398 
+52.1 
+% 
+(2.0 
+)% 
+38,144 
+52.7 
+% 
+Grass 
+16,490 
+25.8 
+% 
+(11.3 
+)% 
+18,589 
+25.9 
+% 
+(4.9 
+)% 
+17,722 
+24.5 
+% 
+Total 
+$ 
+64,031 
+100.0 
+% 
+(10.8 
+)% 
+$ 
+71,783 
+100.0 
+% 
+(0.8 
+)% 
+$ 
+72,371 
+100.0 
+% 
+17 
+Table of Contents 
+Fiscal 2010 compared to Fiscal 2009 
+Astro-Med’s sales in fiscal 2010 were $64,031,000, down 10.8% from the prior year’s sales of $71,783,000. Domestic sales of
+$44,296,000 decreased 11.3% from the prior year sales of $49,960,000. International shipments of $19,735,000 have also declined 9.6% as compared to previous year’s sales of $21,823,000. Unfavorable foreign exchange of $744,000 accounts for
+33.3% of the fiscal 2010 international sales decline from the prior year. 
+Hardware sales in fiscal 2010 were $28,303,000,
+down 18.0% from the prior year sales of $34,521,000 as customers have deferred capital acquisitions during the current “Great Recession”, however these results were tempered by a 7.4% increase in both of T&M’s Everest and
+Ruggedized product line sales, as well as a 9.8% increase in the sales of Grass Medical Research product lines as compared to the prior year. 
+Consumable sales in fiscal 2010 were $30,904,000, representing a 3.5% decrease compared to prior year sales of $32,027,000. This decline was due to our customers reducing their consumable purchases and
+adjusting to a JIT purchasing policy on inventory items. Notwithstanding these results, we experienced significant growth in our Vivo! and Zeo! supply line which was up 40.4% as compared to the prior year. 
+Service and other sales revenue in fiscal 2010 were $4,824,000, a 7.9% decrease compared to prior year sales of $5,235,000 due to lower
+freight and parts revenue offset by a slight increase in our service and repairs revenue. 
+The Company achieved $26,628,000 in
+gross profit for fiscal 2010 and generated a gross profit margin of 41.6% as compared to prior year’s gross profit margin of 43.3%. The decline in gross profit margin for the current year is due to lower sales volume, product mix and
+manufacturing underabsorption. 
+Operating expenses for the current year were $24,664,000, representing a 6.7% decrease from
+prior year’s operating expenses of $26,442,000. Specifically, selling and marketing expenses decreased 9.4% from prior year to $15,342,000 in fiscal 2010, representing 24.0% of sales, a slight increase as compared to the prior year’s 23.6%
+of sales. The decrease in selling and marketing was primarily the result of lower wages and benefits, lower commissions, and lower travel spending. General and administrative (G&A) expenses declined 2.4% from prior year to $4,503,000 in fiscal
+2010. The reduced G&A expense was due to lower professional service fees as compared to the prior year. Funding of research & development (R&D) in fiscal 2010 decreased 1.3% to $4,820,000. This level of spending represents 7.5% of
+sales, higher than the prior year’s level of 6.8%. 
+In fiscal 2010, the Company recognized a $1,391,000 gain on legal
+settlement as a result of damages collected from a lawsuit filed against a former employee and competitor business. 
+Investment income in fiscal 2010 was $227,000, down from $489,000 in fiscal 2009. The decrease in investment income during fiscal 2010 was due to lower overall interest rates available. Other income was $101,000 in fiscal 2010 as compared
+to other expense of $538,000 in fiscal 2009. The current year increase in other income is primarily attributable to foreign exchange gains due to the strengthening of the U.S. dollar during the year, as well as the recognition of a $112,000 gain on
+bargain purchase related to the December 2009 acquisition of Label Line. 
+Astro-Med’s fiscal 2010 pretax income was
+reduced by approximately $414,000 in stock-based compensation expense. During fiscal 2009, Astro-Med’s pretax income was reduced by approximately $472,000 in stock-based compensation expense. 
+During fiscal 2010, the Company recognized income tax expense of $916,000 and had an effective tax rate of 24.9%. The current year’s
+income tax expense includes: 1) a benefit of $335,000 related to the resolution of a previously uncertain tax position as a result of the conclusion of an IRS examination of the Company’s Federal Returns for the fiscal year 2008; 2) a benefit
+of $88,000 related to the difference in foreign tax rates; and 3) a
+18 
+Table of Contents 
+benefit of $25,000 related to differences between the prior year tax provision and the actual return as filed. This compares to income tax expense of $1,613,000 and an effective tax rate of 35.2%
+in fiscal 2009 which includes an expense of $59,000 related to a discrete payment of additional state franchise tax and a benefit of $27,000 related to differences between the prior year tax provision and the actual return as filed. 
+Net income for fiscal 2010 was $2,766,000 providing a return of 4.3% on sales and generating an EPS of $0.38 per diluted share. Included in
+net income is a $904,000 gain, net of tax, related to the settlement of a legal matter equal to $0.12 per diluted share; a $335,000 tax benefit pertaining to previously uncertain tax positions realized equal to $0.05 per diluted share; and a
+$112,000 gain on bargain purchase related to the acquisition of Label Line equal to $0.02 per diluted share. On a comparative basis, fiscal 2009’s net income was $2,964,000 providing a return of 4.1% on sales and an EPS of $0.40 per diluted
+share. 
+Fiscal 2009 compared to Fiscal 2008 
+Astro-Med’s sales in fiscal 2009 were $71,783,000, down 0.8% from the prior year’s sales of $72,371,000. Domestic sales of $49,960,000 decreased 1.0% from the prior year sales of $50,479,000.
+The lower revenue was driven by T&M domestic sales which declined 6.5% from the prior year, due to lower sales of Ruggedized products, partially offset by an increase in shipments of Everest and Dash products. The decrease in domestic sales in
+fiscal 2009 was tempered by an increase in both QuickLabel and Grass domestic sales. International shipments of $21,823,000 were flat over previous year’s sales of $21,892,000, as increases in T&M and Grass sales of 6.0% and 14.1%,
+respectively, were tempered by an 8.0% decline in QuickLabel sales. The impact of foreign exchange rate changes added approximately $272,000 or 1.2% in sales through the international channel for fiscal 2009 when compared to the prior year.
+Hardware sales in fiscal 2009 were $34,521,000, down 1.7% from the prior year sales of $35,128,000. The decrease from prior
+year was driven by lower sales of T&M’s Ruggedized products, QuickLabel’s color printer systems and Grass EEG systems. Increased hardware sales for fiscal 2009 as compared to prior year were attributable to T&M’s Dash and
+Everest and Grass diagnostic sleep product lines. 
+Consumable sales in fiscal 2009 were $32,027,000, relatively flat compared
+to prior year sales of $31,986,000, as the increase in Grass product lines was offset by lower sales of consumable products in T&M’s and QuickLabel’s product lines. 
+Service and related products in fiscal 2009 were $5,235,000, flat compared to prior year sales of $5,257,000, as the increase in repair
+revenues was offset by the lower service and freight revenue. 
+Gross profit for fiscal 2009 was $31,068,000, comparable to the
+prior year’s gross profit of $31,111,000. Astro-Med realized a gross profit margin of 43.3% as compared to prior year’s gross margin of 43.0%. The Company was able improve its gross profit margin for fiscal 2009 as compared to the prior
+year due to sales mix and manufacturing cost reductions, especially freight and warranty expense. 
+Operating expenses for
+fiscal 2009 were $26,442,000, approximately flat with the prior year’s operating expenses of $26,397,000 (excluding the prior year $515,000 restructuring charge related to the closure of the sales and service centers located in Italy and the
+Netherlands). Specifically, selling and marketing expenses decreased 1.0% to $16,942,000 in fiscal 2009, representing 23.6% of sales, relatively flat from the prior year’s 23.7% of sales. The decrease in selling and marketing was primarily the
+result of lower benefits, as well as lower commissions and travel spending. G&A expenses decreased 1.4% to $4,615,000 in fiscal 2009 primarily due to a decrease in benefits as compared to prior year. Spending on R&D in fiscal 2009 increased
+6.5% to $4,885,000. This level represents 6.8% of sales, higher than the prior year’s level of 6.3%. The increase in R&D during fiscal 2009 is primarily due to purchases of outside software engineering services. 
+19 
+Table of Contents 
+Investment income in fiscal 2009 was $489,000, down from $611,000 in fiscal 2008. The
+decrease in investment income during fiscal year 2009 was due to lower overall interest rates available, as well as the Company’s investments in tax-exempt municipal bonds. Other expense was $538,000 in fiscal 2009 as compared to other income
+of $244,000 in fiscal 2008. The decrease is attributable to foreign exchange losses due to the strengthening of the U.S. dollar during the second half of the year. 
+Astro-Med’s fiscal 2009 pretax income was reduced by approximately $472,000 in stock-based compensation expense. During fiscal 2008, Astro-Med’s pretax income was reduced by approximately
+$585,000 in stock-based compensation expense. 
+During fiscal 2009 the Company incurred an income tax expense of $1,613,000 and
+had an effective tax rate of 35.2%. Fiscal 2009 income tax expense includes an expense of $59,000 related to a discrete payment of additional state franchise tax and a benefit of $27,000 related to differences between the prior year tax provision
+and the actual return as filed. This compares to an income tax expense of $744,000 and an effective tax rate of 14.7% in fiscal 2008 which includes: 1) a benefit of $167,000 related to the completion of an IRS examination, 2) a benefit of
+$319,000 related to changes in uncertain R&D and foreign tax credit positions, 3) an expense of $40,000 related to differences between the prior year tax provision and the actual return as filed and 4) tax benefits of $938,000 related to the
+restructuring and closing of the sales and service centers located in Italy and the Netherlands. 
+Net income for fiscal 2009
+was $2,964,000 reflecting a return on sales of 4.1% and generating an EPS of $0.40 per diluted share. On a comparative basis, fiscal 2008 net income was $4,310,000 providing a return of 6.0% on sales and an EPS of $0.57 per diluted share which
+includes $0.06 of favorable tax benefits and $0.05 of favorable adjustments related to the restructuring of the sales and service centers located in Italy and the Netherlands. 
+20 
+Table of Contents 
+Segment Analysis 
+Astro-Med reports three segments consistent with its sales product groups: Test & Measurement (T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Segment performance is
+evaluated based on the operating segment’s profit before corporate and financial administration expenses. 
+The following
+table summarizes selected financial information by segment: 
+(Dollars in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit as 
+a % of Net Sales 
+2010 
+2009 
+2008 
+2010 
+2009 
+2008 
+2010 
+2009 
+2008 
+T&M 
+$ 
+14,247 
+$ 
+15,796 
+$ 
+16,505 
+$ 
+1,148 
+$ 
+2,463 
+$ 
+3,056 
+8.1 
+% 
+15.6 
+% 
+18.5 
+% 
+QuickLabel 
+33,294 
+37,398 
+38,144 
+2,517 
+3,664 
+4,222 
+7.6 
+% 
+9.8 
+% 
+11.1 
+% 
+Grass 
+16,490 
+18,589 
+17,722 
+2,217 
+2,553 
+1,583 
+13.4 
+% 
+13.7 
+% 
+8.9 
+% 
+Total 
+$ 
+64,031 
+$ 
+71,783 
+$ 
+72,371 
+5,882 
+8,680 
+8,861 
+9.2 
+% 
+12.1 
+% 
+12.2 
+% 
+Corporate Expenses 
+3,919 
+4,054 
+4,147 
+Gain on Legal Settlement 
+1,391 
+— 
+— 
+Restructuring Charges 
+— 
+— 
+515 
+Operating Income 
+3,354 
+4,626 
+4,199 
+Other Income (Expense), Net 
+328 
+(49 
+) 
+855 
+Income Before Income Taxes 
+3,682 
+4,577 
+5,054 
+Income Tax Provision 
+916 
+1,613 
+744 
+Net Income 
+$ 
+2,766 
+$ 
+2,964 
+$ 
+4,310 
+Test & Measurement 
+T&M’s sales decreased 9.8% in fiscal 2010 to $14,247,000 from $15,796,000 in the prior year as our industrial customers have
+continued to defer purchases of monitor recorders during this economic slowdown. Within the product group, we achieved sales growth of 7.4% from the Everest and Ruggedized product lines; however, these increases were offset by a 27.8% decrease in
+the Dash line of portable recorders as compared to the prior year. Operating expenses were 2.6% lower in fiscal 2010 as compared to the prior year. T&M’s segment operating profit was $1,148,000 in fiscal 2010, as compared to prior
+year’s segment operating profit of $2,463,000. The decrease in fiscal 2010 segment operating profit resulted in operating profit margin of 8.1% as compared to fiscal 2009 operating profit margin of 15.6%. The fiscal 2010 decline in operating
+profits is an outgrowth of lower sales volume and higher manufacturing costs. 
+T&M’s sales decreased 4.3% in fiscal
+2009 to $15,796,000 from $16,505,000 in the prior year. Within the product group, the Ruggedized product sales were down 21.3% from the prior year due to delays in the deployment of the new Airbus A380 and the Boeing 787 commercial aircraft.
+However, sales from the Everest and Dash product line grew 30.9% and 2.3%, respectively, from the prior year. Fiscal 2009 selling and marketing expenses in as a percent of sales were up slightly from the prior year. T&M’s segment operating
+profit was $2,463,000 in fiscal 2009, as compared to prior year’s segment operating profit of $3,056,000. The decrease in fiscal 2009 segment operating profit resulted in operating profit margin of 15.6% as compared to fiscal 2008 operating
+profit margin of 18.5%. The decrease in segment operating profit for fiscal 2009 was due to lower sales volume and higher manufacturing costs. 
+21 
+Table of Contents 
+QuickLabel Systems 
+QuickLabel Systems sales decreased 11.0% in fiscal 2010 to $33,294,000 from sales of $37,398,000 in the prior year. The lower sales volume
+was evident in QuickLabel’s line of digital printers which declined 37.1% in fiscal 2010 as compared to the prior year. This current year decline is a result of constraints placed on capital equipment purchases by our industrial customers due
+to the world wide recession and has affected the product line’s previous growth rate. Consumable product sales fared better than hardware sales in the current fiscal year, as sales volume declined only 2.5% as compared to the prior year.
+Notwithstanding QuickLabel’s sales decline, we are encouraged by the continued double digit growth in demand realized in the Vivo! & Zeo! lines of product supplies. The sales growth of these supplies is due to an increase in the
+installed base of printers placed in service during the second half of fiscal 2009. QuickLabel’s fiscal 2010 segment operating profit was $2,517,000 reflecting a profit margin of 7.6%, compared to prior year’s segment profit margin of
+9.8%. The decline in operating margin for fiscal 2010 is due to lower sales volume and product mix. 
+QuickLabel Systems sales
+decreased 2.0% in fiscal 2009 to $37,398,000 from sales of $38,144,000 in the prior year. The fiscal 2009 sales decline was primarily due to a 6.3% decrease in printer systems and a 1.7% decrease in service and other sales. Media sales within the
+product group for fiscal 2009 were flat as compared to the prior year. Fiscal 2009 selling and marketing expenses as a percent of sales were up slightly from the prior year. QuickLabel segment operating profit was $3,664,000 during fiscal 2009
+compared to the prior year’s segment operating profit of $4,222,000. The decrease in fiscal 2009 segment operating profit resulted in operating profit margin of 9.8% as compared to fiscal 2008 operating profit margin of 11.1%. The decrease in
+segment operating profit for fiscal 2009 as compared to the prior year was driven by lower printer sales and increased selling and R&D spending. 
+Grass Technologies 
+Grass sales decreased 11.3% in fiscal 2010 to
+$16,490,000 from $18,589,000 in the prior year. Current year hardware sales decreased 15.6% as compared to the prior year. This decline is primarily due to lower sales in the clinical line of diagnostic Sleep Systems which have been adversely
+affected by the economic downturn and lower funding sources currently being experienced by hospitals, laboratories and research facilities; however, the decline in the hardware line has been slightly tempered by the increase in the Medical Research
+Instrument product line. Grass consumable sales for the current year declined 4.1% as compared to the prior year. Grass operating profit of $2,217,000 during fiscal 2010 declined 13.2% from the prior year and resulted in a current year segment
+operation profit margin of 13.4% as compared to 13.7% reported in the prior year. The decreased profitability is an outgrowth of lower sales volume. 
+Grass sales increased 4.9% in fiscal 2009 to $18,589,000 from $17,722,000 in the prior year. The product group’s increase in sales for fiscal 2009 was achieved through growth of the clinical products
+(EEG, Sleep and Long Term Monitoring diagnostic products) of 10% and the consumable products of creams and electrodes of 7.3%, partially offset by a decrease in the service and other product lines of 10.2%. Grass segment operating profit was
+$2,553,000 during fiscal 2009. The increase in fiscal 2009 segment operating profit resulted in operating profit margin of 13.7% as compared to fiscal 2008 operating profit margin of 8.9%. The improvement from fiscal 2008 segment operating profit
+was due to the sales increase in the clinical diagnostic systems, especially sleep applications, lower manufacturing costs, better production absorption and lower field selling and customer service expenses. The improved operating profits were
+tempered somewhat from higher R&D spending. 
+22 
+Table of Contents 
+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 our capital and liquidity requirements are not satisfied internally, we may utilize a $3.5 million revolving bank line of credit, all of which is currently available. Borrowings under this line of credit bear interest at LIBOR Advantage
+Rate plus 200 basis points. 
+Astro-Med’s Statements of Cash Flows for each of the three years ended January 31,
+2010, 2009 and 2008 are included on page 38. Net cash flow provided by operating activities in fiscal year 2010 was $5,850,000. The net cash flow provided by operations is attributed to the positive cash flow generated from net income and from the
+reductions in accounts receivable and inventory balances of $871,000 and $1,113,000, respectively. Cash flow from operating activities was lowered by funding accounts payable and accrued expenses of $510,000. The increase in working capital is in
+support of the Company’s growth. 
+Net cash flow used in investing activities for fiscal 2010 was $1,524,000 which
+included cash used for capital expenditures of approximately $1,622,000 including $853,000 for building improvements, $427,000 for information technology, $189,000 for tools and dies and $153,000 for machinery and equipment. Cash used for investing
+activities for fiscal year 2010 also included $1,450,000 for the acquisition of the Label Line business. 
+Net cash flow used
+by financing activities was $1,149,000 in fiscal 2010. During the year the Company paid dividends of $1,713,000. Also during the current year, the Company generated $488,000 in cash through the exercise of employee stock options and Employee Stock
+Purchase Plan transactions and $76,000 in excess tax benefits resulting from share-based compensation. 
+Dividends paid for
+fiscal 2010, 2009 and 2008, were $1,713,000, $1,678,000 and $1,380,000, respectively. The Company’s annual dividend per share was $0.24 in fiscal 2010 and 2009 and $0.20 in fiscal 2008. Since the inception of the common stock buy back program
+in fiscal 1997, the Company has repurchased 1,149,335 shares of its common stock. At January 31, 2010, the Company has the Board of Directors’ authorization to purchase an additional 392,289 shares of the Company’s common stock in the
+future. 
+Contractual Obligations, Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of
+matters, such as: contract and employment claims; workers compensation claims; product liability claims; warranty claims; and claims related to modification, adjustment or replacement of component parts of units sold. While it is impossible to
+ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a
+material adverse effect on our consolidated financial position or results of operations. It is possible, however, that results of operations for any particular future period could be materially affected by changes in our assumptions or strategies
+related to these contingencies or changes out of the Company’s control. 
+Critical Accounting Policies and Estimates 
+Astro-Med’s discussion and analysis of financial condition and results of operations are based upon the Company’s Consolidated
+Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of our accounting policies require the application of judgment in selecting the appropriate assumptions for
+calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and
+estimates are reasonable for our interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If
+different conditions result from those assumptions used in our judgments, the results could be materially different from
+23 
+Table of Contents 
+our estimates. We believe the following are our most critical accounting policies as they require significant judgments and estimates in the preparation of our financial statements: 
+Revenue Recognition : The majority of our product sales are recorded at the time of shipment, when legal title has transferred and
+risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured. When a sale arrangement involves training or
+installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee
+from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately. 
+Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after
+products are delivered, revenue is recognized only after such obligations are fulfilled. All of our equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is
+deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a
+reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. 
+Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of agreed-upon
+milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for
+the specific milestone before recognizing revenue. 
+Infrequently, the Company receives requests from customers to hold product
+being purchased from us for the customers’ convenience. We recognize revenue for such bill and hold arrangements provided the transaction meets the following criteria: a valid business purpose for the arrangement exists; ownership of the
+purchased product has transferred to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the product is ready for shipment; the payment terms are customary; we have no continuing
+performance obligation in regards to the product and the product have been segregated from our inventories. 
+Warranty
+Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost of sales and general and administrative expense, respectively, at the time a sale is recorded. The amounts
+recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers
+for bad debts. We also periodically evaluate the adequacy of our reserves for warranty and bad debts recorded in its consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often
+involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. We believe that
+our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions to
+write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of analyzing the inventory supply on hand and estimating the net realizable value of the inventory
+based on historical experience, current business conditions and anticipated future sales. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when
+the estimates are adjusted to actual experience. 
+24 
+Table of Contents 
+Income Taxes: A valuation allowance is established when it is
+“more-likely-than- not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including our performance, the market environment in which we operate,
+length of carryforward periods, existing sales backlog and future sales projections. If actual factors and conditions differ materially from the estimates made by management, the actual realization of the net deferred tax assets or liabilities could
+vary materially from the amounts previously recorded. At January 31, 2010, the Company has provided valuation allowances for future tax benefits resulting from certain R&D tax credits which could expire unused. 
+The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax
+laws and regulations in a multitude of jurisdictions. Although guidance on the accounting for uncertain income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those
+thresholds will continue to require significant judgment by management. If the ultimate resolution of tax uncertainties is different from what we have estimated, our income tax expense could be materially impacted. 
+Long-Lived Assets and Goodwill: The impairment of long-lived assets to be held and used are reviewed for impairment whenever
+events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its
+eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. 
+Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the
+business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are established using a discounted cash flow
+methodology based on the long-range planning forecast. 
+Share-Based Compensation: Share-based compensation expense is
+based on the estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number of complex and subjective assumptions including our stock price
+volatility, employee exercise patterns (expected life of the options) the risk free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a
+period equivalent to the weighted average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded
+that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected
+risk tolerance of different option groups. The risk-free interest rate used in the model is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption
+is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requisite service. 
+Recent Accounting Pronouncements 
+Reference is made to Note 1 of our Consolidated Financial Statements included herein. 
+Item 7A.
+Quantitative and Qualitative Disclosures about Market Risk 
+The registrant is a smaller reporting
+company and is not required to provide this information. 
+25 
+Table of Contents 
+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 15(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) 
+2010 
+Q1 
+Q2 
+Q3 
+Q4 
+Net Sales 
+$ 
+14,677 
+$ 
+16,416 
+$ 
+16,658 
+$ 
+16,280 
+Gross Profit 
+$ 
+5,813 
+$ 
+6,951 
+$ 
+7,059 
+$ 
+6,805 
+Net Income (Loss) 
+$ 
+(231 
+) 
+$ 
+585 
+$ 
+683 
+$ 
+1,729 
+(1) 
+Net Income (Loss) Per Common Share—Basic 
+$ 
+(0.03 
+) 
+$ 
+0.08 
+$ 
+0.10 
+$ 
+0.24 
+Net Income (Loss) Per Common Share—Diluted 
+$ 
+(0.03 
+) 
+$ 
+0.08 
+$ 
+0.09 
+$ 
+0.23 
+(2) 
+2009 
+Q1 
+Q2 
+Q3 
+Q4 
+Net Sales 
+$ 
+18,687 
+$ 
+19,784 
+$ 
+17,681 
+$ 
+15,631 
+Gross Profit 
+$ 
+8,187 
+$ 
+8,681 
+$ 
+7,647 
+$ 
+6,553 
+Net Income 
+$ 
+898 
+$ 
+1,154 
+$ 
+649 
+$ 
+263 
+Net Income Per Common Share—Basic 
+$ 
+0.13 
+$ 
+0.16 
+$ 
+0.09 
+$ 
+0.04 
+Net Income Per Common Share—Diluted 
+$ 
+0.12 
+$ 
+0.15 
+$ 
+0.09 
+$ 
+0.04 
+(1) 
+Fourth quarter fiscal year 2010 net income includes a gain on legal settlement, net of taxes, of $904,000; a gain on bargain purchase related to the acquisition of
+Label Line of $112,000; and a tax benefit of $335,000 recorded as a result of the resolution of a previously uncertain tax position. 
+(2) 
+Fourth quarter fiscal year 2010 diluted net income per common share includes a gain on legal settlement, net of taxes of $0.12; a gain on bargain purchase of $0.02; and
+a tax benefit of $0.04 recorded as a result of the resolution of a previously uncertain tax position. 
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+None 
+Item 9A.(T) Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
+the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based
+on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective at January 31, 2010 to ensure that the information required to be disclosed in our Exchange
+Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow
+timely decisions regarding required disclosure. 
+26 
+Table of Contents 
+Management’s Annual Report on Internal Control over Financial Reporting
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial
+reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial
+reporting and the preparation of published financial statements in accordance with generally accepted accounting principles. 
+Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or internal control over financial reporting will prevent all error and all fraud. A control system, no matter
+how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the
+benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
+Astro-Med have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts
+of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that
+any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because
+of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the
+Treadway Commission (“COSO”) as of January 31, 2010. Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2010, the Company’s internal control over
+financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the
+Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+There have been no significant changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect
+our internal control over financial reporting. 
+Item 9B. Other Information 
+Nothing to Report 
+27 
+Table of Contents 
+PART III 
+Item 10. Directors, Executive Officers and Corporate Governance 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2010 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 
+84 
+Chairman, Chief Executive Officer and Director 
+Everett V. Pizzuti 
+73 
+President, Chief Operating Officer and Director 
+Joseph P. O’Connell 
+66 
+Senior Vice President, Treasurer and Chief Financial Officer 
+Elias G. Deeb 
+67 
+Vice President—Media Products 
+Gordon Bentley 
+63 
+Vice President—Information Technology 
+Michael J. Sullivan 
+59 
+Vice President and Chief Technology Officer 
+Michael M. Morawetz 
+50 
+Vice President—International Branches 
+Stephen M. Petrarca 
+47 
+Vice President—Instrument Manufacturing 
+Erik J. Mancyak 
+34 
+Corporate Controller 
+Mr. Ondis has been a Director and Chief Executive Officer since he founded the Company in 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 and has been functioning as President and Chief
+Operating Officer since 1971. 
+Mr. O’Connell joined the Company in 1996. He previously held senior financial
+management positions with Cherry Tree Products Inc., IBI Corporation and Avery Dennison Corporation. Mr. O’Connell is also Assistant Secretary of the Company. He was appointed to the position of Senior Vice President in 2007. 
+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. Bentley was appointed Vice
+President of Information Technology in 2007. He was previously Director of Information Technology and held other various operations positions since joining the Company in 1980. 
+Mr. Sullivan was appointed Vice President and Chief Technology Officer in 2000. He is an electronic engineer and has been with the
+Company since 1983. 
+Mr. Morawetz was appointed Vice President International Branches in 2006. He was previously the
+General Manager of Branch Operations for the Company’s German Subsidiary, having joined the Company in 1989. 
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in 1998. He 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. Mancyak was appointed Corporate Controller and Principal Accounting Officer in January 2009. He has
+served as Assistant Corporate Controller of the Company since July 1, 2008 and prior to that was an Accounting Manager of the Company beginning July 1, 2005. Prior to June 30, 2005, Mr. Mancyak was Senior Treasury Analyst at
+American Power Conversion and an auditor at the international accounting firm of KPMG LLP. 
+28 
+Table of Contents 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Operating Officer
+(“COO”), Chief Financial Officer (“CFO”) and Corporate Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive Officer and Senior Financial Officers, which meets the requirements of a “code of
+ethics” as defined in Item 406 of Regulation S-K. A copy of the Code of Ethics will be provided to shareholders, without charge, upon request directed to Investor Relations or can be obtained on the Company’s website, 
+(www.astro-medinc.com) , under the heading “Corporate Governance—Charters.” The Company will disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Controller or persons performing similar
+functions by posting such information on its website and filing a Form 8-K as required under the rules of the NASDAQ Global Market. 
+Item 11. Executive Compensation 
+The response to this item is incorporated by reference to
+the Company’s definitive Proxy Statement for the 2010 Annual Meeting of Shareholders. 
+The information set forth under
+the heading “Compensation Committee Report” in the Company’s definitive Proxy Statement is furnished and shall not be deemed as filed for purposes of Section 18 of the Securities Act of 1934, as amended, and is not deemed
+incorporated by reference in any filing under the Securities Act of 1933, as amended. 
+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 2010 Annual Meeting of Shareholders. 
+Equity Compensation Plan Information 
+The following table sets forth information about the Company’s
+equity compensation plans as of January 31, 2010: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding Options, 
+Warrants and
+Rights 
+Weighted- 
+Average Exercise 
+Price of 
+Outstanding 
+Options, 
+Warrants
+and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances
+Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+1,688,951 
+(1) 
+$ 
+6.24 
+811,500 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+— 
+— 
+Total 
+1,688,951 
+(1) 
+$ 
+6.24 
+811,500 
+(2) 
+(1) 
+Includes 617,275 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans, 868,051 shares issuable upon
+exercise of outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees, 15,125 shares issuable upon exercise of outstanding stock options granted under the
+Astro-Med, Inc. Non-Employee Director Stock Option Plan and 188,500 shares issuable upon exercise of outstanding options granted under the Company’s 2007 Equity Incentive Plan. 
+(2) 
+Shares under the Astro-Med, Inc. 2007 Equity Incentive Plan. 
+Additional information regarding these equity compensation plans is contained in Note 7 to the Company’s Consolidated Financial Statements included in Item 15 hereto. 
+29 
+Table of Contents 
+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 2010 Annual Meeting of Shareholders. 
+Item 14. Principal Accountant Fees and
+Services 
+The information required by this item is incorporated herein by reference to the Company’s
+definitive Proxy Statement for the 2010 Annual Meeting of Shareholders. 
+30 
+Table of Contents 
+PART IV 
+Item 15. Exhibits and Financial Statement Schedule 
+(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 Registered Public Accounting Firm 
+34 
+Consolidated Balance Sheets as of January 31, 2010 and 2009 
+35 
+Consolidated Statements of Operations—Years Ended January 31, 2010, 2009 and
+2008 
+36 
+Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity—Years Ended January 31,
+2010, 2009 and 2008 
+37 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2010, 2009 and
+2008 
+38 
+Notes to Consolidated Financial Statements 
+39-57 
+(a)(2) Financial Statement Schedule: 
+Schedule II—Valuation and Qualifying Accounts and Reserves— 
+Years Ended January 
+31, 2010, 2009 and 2008 
+58 
+31 
+Table of Contents 
+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. 
+(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 as amended to date (filed as Exhibit No. 3B to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2008 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. 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.*
+(10.2) 
+Astro-Med, Inc. Non-Employee Director Stock Plan filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-24123, and incorporated by reference herein.*
+(10.3) 
+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.* 
+(10.4) 
+Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and
+incorporated by reference herein.* 
+(10.5) 
+Astro-Med, Inc. 2007 Equity Incentive Plan as filed as Appendix A to the Definitive Proxy Statement filed on Schedule 14A for the 2007 annual shareholders meeting and
+incorporated by reference herein.* 
+(10.6) 
+Astro-Med, Inc. Management Bonus Plan (Group III) filed on Form 8-K on March 19, 2010 and by this reference incorporated herein.* 
+(10.7) 
+Astro-Med, Inc. Management Bonus Plan—Vice President International Branches filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended
+January 31, 2009 and by this reference incorporated herein.* 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Grant Thornton LLP. 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+* 
+Management contract or compensatory plan or arrangement. 
+32 
+Table of Contents 
+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) 
+Date: April 9, 2010 
+By: 
+/s/ A LBERT W. O NDIS 
+(Albert W. Ondis, Chairman) 
+Each person whose signature appears below constitutes and appoints each of Albert W. Ondis, Everett V. Pizzuti or Joseph P. O’Connell, or any of them, each acting alone, his true and lawful attorneys-in-fact and agents, with full power
+of substitution and resolution, for such person and in his name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Astro-Med, Inc. for the year ended January 31, 2010 to sign any and all amendments
+to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to
+do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
+agents, or their substitute, may lawfully do or cause to be done by virtue hereof. 
+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 / A LBERT W.
+O NDIS 
+Albert W. Ondis 
+Chairman and Director 
+(Principal Executive Officer) 
+April 9, 2010 
+/ S / E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+President and Director 
+(Principal Operating Officer) 
+April 9, 2010 
+/ S / J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Senior Vice President and Treasurer 
+(Principal Financial Officer) 
+April 9, 2010 
+/ S / E RIK J.
+M ANCYAK 
+Erik J. Mancyak 
+Corporate Controller 
+(Principal Accounting Officer) 
+April 9, 2010 
+/ S / J ACQUES V.
+H OPKINS 
+Jacques V. Hopkins 
+Director 
+April 9, 2010 
+/ S / H ERMANN 
+V IETS 
+Hermann Viets 
+Director 
+April 9, 2010 
+/ S / G RAEME 
+M AC L ETCHIE 
+Graeme MacLetchie 
+Director 
+April 9, 2010 
+33 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+The Board of Directors of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheets of Astro-Med, Inc. and subsidiaries
+(the “Company”) as of January 31, 2010 and 2009, and the related consolidated statements of operations, comprehensive income and changes in shareholders’ equity, and cash flows for each of the three years in the period ended
+January 31, 2010. Our audits of the basic financial statements include the financial statement schedule listed in the index appearing under Item 15(a)(2). These financial statements and the financial statement schedule are the
+responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. 
+We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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. The Company is not required to have, nor were we engaged to perform an audit of its internal control
+over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
+effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
+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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of
+Astro-Med, Inc. and subsidiaries as of January 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2010, in conformity with accounting principles generally
+accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set
+forth therein. 
+/s/ G RANT T HORNTON LLP 
+Boston, Massachusetts 
+April 9, 2010 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31, 2010 and 2009 
+2010 
+2009 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+14,155,096 
+$ 
+10,978,553 
+Securities Available for Sale 
+9,605,216 
+10,234,713 
+Accounts Receivable, net of reserves of $518,789 in 2010 and $576,735 in 2009 
+9,172,857 
+9,246,140 
+Inventories 
+12,039,306 
+12,826,427 
+Prepaid Expenses and Other Current Assets 
+2,246,789 
+1,653,484 
+Deferred Tax Assets 
+2,648,294 
+3,083,345 
+Total Current Assets 
+49,867,558 
+48,022,662 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+1,210,463 
+1,210,463 
+Buildings and Improvements 
+12,566,362 
+11,610,375 
+Machinery and Equipment 
+22,553,840 
+20,766,182 
+36,330,665 
+33,587,020 
+Less Accumulated Depreciation 
+(24,340,083 
+) 
+(22,757,543 
+) 
+Total Property, Plant and Equipment, net 
+11,990,582 
+10,829,477 
+OTHER ASSETS 
+Securities Available for Sale 
+— 
+890,925 
+Intangible Assets, net 
+403,056 
+— 
+Goodwill 
+2,336,721 
+2,336,721 
+Other 
+78,127 
+75,465 
+Total Other Assets 
+2,817,904 
+3,303,111 
+TOTAL ASSETS 
+$ 
+64,676,044 
+$ 
+62,155,250 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+2,885,067 
+$ 
+2,352,084 
+Accrued Compensation 
+2,019,644 
+2,060,628 
+Other Accrued Expenses 
+1,584,357 
+1,602,670 
+Income Taxes Payable 
+318,930 
+441,275 
+Other Current Liabilities 
+654,905 
+582,596 
+Deferred Revenue 
+695,240 
+864,400 
+Total Current Liabilities 
+8,158,143 
+7,903,653 
+Deferred Tax Liabilities 
+2,056,393 
+1,939,234 
+Other Long Term Liabilities 
+642,612 
+840,878 
+TOTAL LIABILITIES 
+10,857,148 
+10,683,765 
+SHAREHOLDERS’ EQUITY 
+Preferred Stock, $10 Par Value, Authorized 100,000 shares, None Issued 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 8,322,844 shares in 2010 and 8,191,767 shares in
+2009 
+416,146 
+409,593 
+Additional Paid-in Capital 
+34,712,369 
+33,740,936 
+Retained Earnings 
+26,403,248 
+25,349,964 
+Treasury Stock, at Cost, 1,165,706 shares in 2010 and 2009 
+(8,030,335 
+) 
+(8,030,335 
+) 
+Accumulated Other Comprehensive Income 
+317,468 
+1,327 
+Total Shareholders’ Equity 
+53,818,896 
+51,471,485 
+TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 
+$ 
+64,676,044 
+$ 
+62,155,250 
+See Notes to the Consolidated Financial Statements. 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF OPERATIONS 
+For each of the years in the three-year period ended January 31, 2010 
+2010 
+2009 
+2008 
+Net Sales 
+$ 
+64,031,261 
+$ 
+71,783,338 
+$ 
+72,371,434 
+Cost of Sales 
+37,403,698 
+40,715,201 
+41,260,692 
+Gross Profit 
+26,627,563 
+31,068,137 
+31,110,742 
+Costs and Expenses: 
+Selling and Marketing 
+15,342,339 
+16,941,932 
+17,126,027 
+General and Administrative 
+4,502,504 
+4,615,207 
+4,681,610 
+Research and Development 
+4,819,533 
+4,884,767 
+4,589,022 
+Restructuring Charges 
+— 
+— 
+514,955 
+Operating Expenses 
+24,664,376 
+26,441,906 
+26,911,614 
+Gain on Legal Settlement 
+1,390,603 
+— 
+— 
+Operating Income 
+3,353,790 
+4,626,231 
+4,199,128 
+Other Income (Expense): 
+Investment Income 
+227,209 
+488,816 
+610,574 
+Other, Net 
+101,211 
+(537,615 
+) 
+244,164 
+328,420 
+(48,799 
+) 
+854,738 
+Income before Income Taxes 
+3,682,210 
+4,577,432 
+5,053,866 
+Income Tax Provision 
+916,363 
+1,613,445 
+744,028 
+Net Income 
+$ 
+2,765,847 
+$ 
+2,963,987 
+$ 
+4,309,838 
+Net Income Per Common Share—Basic 
+$ 
+0.39 
+$ 
+0.42 
+$ 
+0.63 
+Net Income Per Common Share—Diluted 
+$ 
+0.38 
+$ 
+0.40 
+$ 
+0.57 
+Weighted Average Number of Common Shares Outstanding—Basic 
+7,135,293 
+6,987,531 
+6,884,972 
+Dilutive effect of options outstanding 
+239,999 
+450,301 
+647,277 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+7,375,292 
+7,437,832 
+7,532,249 
+Dividends Declared Per Common Share 
+$ 
+0.24 
+$ 
+0.24 
+$ 
+0.20 
+See Notes to the Consolidated Financial Statements.
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN 
+SHAREHOLDERS’ EQUITY 
+For each of the years in
+the three-year period ended January 31, 2010 
+2010 
+2009 
+2008 
+Comprehensive Income: 
+Net Income 
+$ 
+2,765,847 
+$ 
+2,963,987 
+$ 
+4,309,838 
+Other Comprehensive Income (Loss), net of taxes and reclassification adjustments 
+Foreign currency translation adjustments 
+328,125 
+(627,007 
+) 
+285,115 
+Unrealized gain (loss) on securities available for sale 
+(11,984 
+) 
+(20,919 
+) 
+77,669 
+Other comprehensive income (loss) 
+316,141 
+(647,926 
+) 
+362,784 
+Comprehensive Income 
+$ 
+3,081,988 
+$ 
+2,316,061 
+$ 
+4,672,622 
+Shareholders’ Equity 
+Common Stock: 
+Balance at beginning of year 
+$ 
+409,593 
+$ 
+402,668 
+$ 
+395,270 
+Par value from issuance of common stock 
+6,553 
+6,925 
+7,398 
+Balance at end of year 
+$ 
+416,146 
+$ 
+409,593 
+$ 
+402,668 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+$ 
+33,740,936 
+$ 
+32,363,277 
+$ 
+30,638,755 
+Net proceeds from issuance of common stock 
+— 
+— 
+28,248 
+Proceeds from the exercise of employee stock options 
+480,957 
+786,261 
+794,745 
+Share-based compensation 
+414,399 
+472,425 
+585,328 
+Tax benefit of employee stock options 
+76,077 
+133,755 
+316,201 
+Net cost of shares issued to employee stock ownership plan 
+— 
+(14,782 
+) 
+— 
+Balance at end of year 
+$ 
+34,712,369 
+$ 
+33,740,936 
+$ 
+32,363,277 
+Retained Earnings: 
+Balance at beginning of year 
+$ 
+25,349,964 
+$ 
+24,064,440 
+$ 
+22,282,495 
+Adoption of the provisions in ASC 740 related to uncertain tax positions 
+— 
+— 
+(1,147,634 
+) 
+Net income 
+2,765,847 
+2,963,987 
+4,309,838 
+Dividends paid 
+(1,712,563 
+) 
+(1,678,463 
+) 
+(1,380,259 
+) 
+Balance at end of year 
+$ 
+26,403,248 
+$ 
+25,349,964 
+$ 
+24,064,440 
+Treasury Stock: 
+Balance at beginning of year 
+$ 
+(8,030,335 
+) 
+$ 
+(8,124,715 
+) 
+$ 
+(7,644,647 
+) 
+Shares issued to employee stock ownership plan 
+— 
+94,380 
+— 
+Purchase of common stock 
+— 
+— 
+(480,068 
+) 
+Balance at end of year 
+$ 
+(8,030,335 
+) 
+$ 
+(8,030,335 
+) 
+$ 
+(8,124,715 
+) 
+Accumulated Other Comprehensive Income: 
+Balance at beginning of year 
+$ 
+1,327 
+$ 
+649,253 
+$ 
+286,469 
+Other comprehensive income (loss) 
+316,141 
+(647,926 
+) 
+362,784 
+Balance at end of year 
+317,468 
+1,327 
+649,253 
+Total Shareholders’ Equity 
+$ 
+53,818,896 
+$ 
+51,471,485 
+$ 
+49,354,923 
+See Notes to the Consolidated Financial Statements. 
+37 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+For each of the years in the three-year period ended January 31, 2010 
+2010 
+2009 
+2008 
+Cash Flows from Operating Activities: 
+Net Income 
+$ 
+2,765,847 
+$ 
+2,963,987 
+$ 
+4,309,838 
+Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: 
+Depreciation and Amortization 
+1,467,058 
+1,405,710 
+1,587,246 
+Share-Based Compensation 
+414,399 
+472,425 
+585,328 
+Deferred Income Tax Provision (Benefit) 
+435,890 
+333,712 
+(606,930 
+) 
+Excess Tax Benefit From Share-Based Compensation 
+(76,077 
+) 
+(133,755 
+) 
+(316,201 
+) 
+Legal Settlement Receivable 
+(1,390,603 
+) 
+— 
+— 
+Gain on Bargain Purchase from Acquisition of Label Line Business 
+(111,503 
+) 
+— 
+— 
+Gain on Sale of Security 
+(41,776 
+) 
+— 
+— 
+Changes in Assets and Liabilities, Net of Impact of Acquisition: 
+Accounts Receivable 
+871,315 
+3,515,143 
+(648,605 
+) 
+Inventories 
+1,112,777 
+1,224,192 
+(1,981,821 
+) 
+Accounts Payable and Accrued Expenses 
+(510,153 
+) 
+(1,906,203 
+) 
+134,260 
+Income Taxes Payable 
+688,098 
+(290,152 
+) 
+(261,942 
+) 
+Other 
+224,375 
+(630,143 
+) 
+(89,617 
+) 
+Net Cash Provided by Operating Activities 
+5,849,647 
+6,954,916 
+2,711,556 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+8,254,248 
+10,379,215 
+8,101,737 
+Purchases of Securities Available for Sale 
+(6,706,050 
+) 
+(9,687,066 
+) 
+(7,413,000 
+) 
+Additions to Property, Plant and Equipment 
+(1,622,326 
+) 
+(1,664,927 
+) 
+(4,734,191 
+) 
+Acquisition of Label Line Business 
+(1,450,000 
+) 
+— 
+— 
+Net Used in Investing Activities 
+(1,524,128 
+) 
+(972,778 
+) 
+(4,045,454 
+) 
+Cash Flows from Financing Activities: 
+Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans 
+487,510 
+793,186 
+830,391 
+Purchases of Treasury Stock 
+— 
+— 
+(480,068 
+) 
+Excess Tax Benefit from Share-Based Compensation 
+76,077 
+133,755 
+316,201 
+Dividends Paid 
+(1,712,563 
+) 
+(1,678,463 
+) 
+(1,380,259 
+) 
+Net Cash Used in Financing Activities 
+(1,148,976 
+) 
+(751,522 
+) 
+(713,735 
+) 
+Cash Designated for Real Estate Purchase Transferred (from) to Long Term Investments 
+— 
+— 
+3,200,000 
+Net Increase in Cash and Cash Equivalents 
+3,176,543 
+5,230,616 
+1,152,367 
+Cash and Cash Equivalents, Beginning of Year 
+10,978,553 
+5,747,937 
+4,595,570 
+Cash and Cash Equivalents, End of Year 
+$ 
+14,155,096 
+$ 
+10,978,553 
+$ 
+5,747,937 
+Supplemental Information: 
+Cash Paid (Received) During the Period for: 
+Income Taxes, Net of Refunds 
+$ 
+(164,318 
+) 
+$ 
+1,589,250 
+$ 
+1,958,549 
+Non-Cash Items: 
+Demonstration Equipment Transferred to Inventory from Property, Plant and Equipment 
+$ 
+— 
+$ 
+— 
+$ 
+674,035 
+Reclassification of Investment Securities to Non-Current Assets 
+$ 
+— 
+$ 
+890,925 
+$ 
+— 
+Accrual of Earnout on Purchase of Business 
+$ 
+142,200 
+$ 
+— 
+$ 
+— 
+See Notes to the
+Consolidated Financial Statements. 
+38 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+Note 1—Summary of Significant Accounting Policies 
+Basis of
+Presentation —The accompanying financial data has been prepared by us pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and is in conformity with U.S. generally accepted accounting principles. Our
+fiscal year end is January 31. Unless otherwise stated, all years and dates refer to our fiscal year. 
+Principles of
+Consolidation: The consolidated financial statements include the accounts of Astro-Med, Inc. and its subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. 
+Reclassification: Certain amounts in prior year’s financial statements have been reclassified to conform to the
+current year’s presentation. 
+Use of Estimates: The presentation of financial statements in conformity
+with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect these financial statements and accompanying notes. Some of the more significant estimates relate to the allowances for
+doubtful accounts and credits, inventory valuation, impairment of long-lived assets and goodwill, income taxes, share-based compensation 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. 
+Subsequent Events —We have evaluated subsequent events through the date of filing of this Annual Report
+on Form 10-K with the SEC. 
+FASB Establishes Accounting Standards Codification: Effective August 2,
+2009, Astro-Med adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles” (“the Codification”). The Codification
+represents a major restructuring of accounting and reporting standards and is designed to simplify user access to all authoritative U.S. generally accepted accounting principles (“GAAP”) by providing this literature in a topically
+organized structure. The Codification is not intended to change GAAP, but it will change the way GAAP is organized and presented. The Codification is now the official single source of authoritative U.S. GAAP. All existing accounting standards are
+superseded and all other accounting guidance not included in the Codification will be considered non-authoritative. The Codification also includes all relevant SEC guidance organized using the same topical structure in separate sections within the
+Codification. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issue Task Force Abstracts, but instead will issue Accounting Standard Updates (“ASUs”). The FASB will not consider ASUs as
+authoritative in their own right as they serve only to update the Codification, provide background information about the guidance and provide the basis for conclusions on the change(s) in the Codification. The principal impact on our financial
+statements is limited to disclosures, as all references to authoritative accounting literature will now be referenced in accordance with the Codification. 
+Cash and Cash Equivalents: Highly liquid investments with an original maturity of 90 days or less are considered to be cash equivalents. Similar investments with original maturities
+beyond three months are classified as securities available for sale. Cash of $1,651,247 and $1,031,861 was held in foreign bank accounts at January 31, 2010 and 2009, respectively. 
+Securities Available for Sale: Securities available for sale are carried at fair value based on quoted market prices,
+where available. The difference between cost and fair value, net of related tax effects, is recorded as a component of accumulated other comprehensive income in shareholders’ equity. 
+39 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Property, Plant and Equipment: Property, plant and equipment are
+stated at cost less accumulated depreciation. 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). 
+Revenue Recognition: The majority of Astro-Med’s product sales are
+recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is
+reasonably assured in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training or installation, the deliverables in the
+arrangement are evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and ASC 605-25, “Revenue Recognition—Multiple-Element Arrangements.” This evaluation occurs at inception of the
+arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price
+charged when the same or similar element is sold separately. Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are delivered, revenue is recognized
+only after such obligations are fulfilled. All of our equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as
+it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included
+in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales.
+Amounts billed to customers for shipping and handling fees are included in sales while related shipping and handling costs are included in cost of sales. 
+Infrequently, Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received
+prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue. NRE
+fees have not been significant in the periods presented herein. 
+Infrequently, Astro-Med receives requests from customers to
+hold product purchased from us for the customer’s convenience. Revenue is recognized for such bill and hold arrangements in accordance with the requirements of SAB No. 104 which requires, among other things, the existence of a valid
+business purpose for the arrangement; the transfer of ownership of the purchased product; a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the readiness of the product for shipment; the use of customary
+payment terms; no continuing performance obligation by us and segregation of the product from our inventories. 
+Research and Development Costs: The Company complies with the guidance provided in FASB ASC 730, “Research and Development” by charging any costs to expense when incurred, as well as by disclosing in
+the financial statements the amount of R&D charged to expense. These charges include: salaries and benefits, external engineering service costs, engineering related information costs and supplies. The Company also complies with ASC 985-20,
+“Costs of Computer Software to be Sold, Leased or Marketed” and ASC 350-40, “Internal-Use Software” in accounting for the costs of software either developed or acquired. 
+Foreign Currency: The financial statements of foreign subsidiaries are measured using the local currency as the functional
+currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars at year-end exchange rates with the translation adjustment recorded as a component of accumulated comprehensive
+40 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+income in shareholders’ equity. Revenues and costs are translated at average exchange rates during the year. We do not provide for U.S. income taxes on foreign currency translation
+adjustments associated with our German subsidiary since its undistributed earnings are considered to be permanently invested. Our net foreign exchange gains (losses) were $27,000, $(474,000) and $141,000 for fiscal 2010, 2009 and 2008 respectively.
+Advertising: Astro-Med expenses advertising costs as incurred. Advertising costs including advertising
+production, trade shows and other activities are designed to enhance demand for our products and amounted to approximately $1,193,000, $1,271,000 and $1,135,000 in fiscal 2010, 2009 and 2008, respectively. 
+Health Insurance Reimbursement Reserve: Astro-Med reimburses a portion of employee health insurance deductibles and
+co-payments. The total reimbursement amounted to approximately $411,000 and $252,000 in 2010 and 2009, respectively. We accrued approximately $100,000 at January 31, 2010 and 2009, for estimated outstanding reimbursements due to employees,
+including a reserve for incurred but not reported amounts. 
+Long-Lived Assets: Long-lived assets to be held
+and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable in accordance with the guidance provided in ASC 360 “Property, Plant and Equipment.”
+Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and
+use is based on the fair value of the asset. 
+Goodwill: Goodwill impairment reviews are performed in
+accordance with the provision of ASC 350, “Goodwill and Other.” Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows,
+or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. Fair
+values are established using a discounted cash flow methodology based on the long-range planning forecast. We have completed our most recent impairment review as of January 31, 2010 and determined that goodwill is not impaired. 
+Income Taxes: Astro-Med uses the liability method of accounting for income taxes. Under this method, deferred tax
+assets and liabilities are determined based on the differences between the financial reporting basis and tax basis of the assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to
+reverse. An allowance against deferred tax assets is recognized when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. At January 31, 2010 and 2009, a valuation allowance was provided for
+deferred tax assets attributable to certain state R&D credit carryforwards. 
+On February 1, 2007, Astro-Med adopted
+the guidance provided in ASC 740, “Accounting for Income Taxes” in regards to the accounting for uncertain tax positions. This guidance describes a recognition threshold and measurement attribute for the financial statement disclosure of
+tax positions taken or expected to be taken in a tax return and requires recognition of tax benefits that satisfy a more-likely-than-not threshold. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting
+in interim periods, disclosure and transition. 
+Net Income Per Common Share: Net income per common share has
+been computed and presented in accordance with the guidance provided in ASC 260, “Earnings per Share.” Basic net income per share is based on the weighted average number of shares outstanding during the period. Diluted net income per share
+is based
+41 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+on the basic weighted average number of shares and potential common shares for stock options outstanding during the period using the treasury stock method. In fiscal years 2010 and 2009, there
+were 796,592 and 395,758 options that were not included in the computation of diluted net income per common share because their inclusion would be anti-dilutive. 
+Allowance for Doubtful Accounts: In circumstances where we are aware of a customer’s inability to meet its financial obligations, an allowance is established. The majority of
+accounts are individually evaluated on a regular basis and allowances are established to state such receivables at their net realizable value. The remainder of the allowance is based upon historical write-off experience and current market
+assessments. 
+Fair Value of Financial Instruments: Financial instruments consist mainly of cash and cash
+equivalents, investment securities, accounts receivable and accounts payable. The carrying amount reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to
+their short-term nature. Investment securities, all of which are available for sale, are carried in the consolidated balance sheets at fair value based on quoted market prices, when available. 
+Comprehensive Income: In accordance with the guidance provided in ASC 220, “Comprehensive Income,” we report the
+change in net assets during the period from non-owner sources by major components and as a single total. The consolidated statement of comprehensive income has been included with the consolidated statement of shareholders’ equity on page 37.
+Accumulated other comprehensive income at January 31, 2010 consists of net unrealized losses on available for sale securities of $6,134 and net translation gains on foreign operations of $323,602. 
+Share-Based Compensation : We account for stock options granted to employees and directors using the FASB guidance included
+in ASC 718, “Stock Compensation.” Effective as of February 1, 2006, we adopted the “modified prospective” transition method provided in ASC 718. Under this method, share-based compensation is recognized in the consolidated
+statement of operation for share-based payment awards granted prior to, but not yet vested as of February 1, 2006, based on the grant date fair value estimated in accordance with prior authoritative guidance and for share based payment awards
+granted subsequent to February 1, 2006, based on the grant date fair value estimated in accordance with the provisions of ASC 718. 
+In accordance with ASC 718, share-based compensation expense is based on the estimated fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number
+of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the risk-free interest rate and the Company’s dividend yield. The stock price volatility assumption is based
+on the historical weekly price data of our common stock over a period equivalent to the weighted average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the
+volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and
+the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option
+as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requested service.
+The cash flow from the tax benefits that are a result of tax deductions in excess of the compensation cost recognized for
+those options (excess tax benefits) are classified as a cash inflow from financing activities and a
+42 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+cash outflow from operating activity in accordance with the guidance provided by ASC 718. Tax deductions from certain stock option exercises are treated as being realized when they reduce taxes
+payable in accordance with relevant tax law. 
+Recent Accounting Pronouncements: 
+Fair Value Measurements 
+In
+January 2010, the FASB issued ASU 2010-06, “Improving Disclosures About Fair Value Measurement,” which requires reporting entities to make new disclosures about recurring or nonrecurring fair value measurements including significant
+transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. ASU 2010-06 is effective for annual
+periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. We do not expect the adoption of ASU 2010-06 to have a material impact on
+our consolidated financial position or results of operations. 
+Revenue Recognition 
+In October 2009, the FASB issued ASU 2009-13, “Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements—a
+consensus of the FASB Emerging Issues Task Force” and ASU 2009-14, “Software (Topic 985)—Certain Arrangements That Include Software Elements—a consensus of the FASB Emerging Issues Task Force.” ASU 2009-13 provides
+amendments to the criteria in Subtopic 605-25 for separating consideration in multiple-deliverable arrangements. The amendments in this update established a selling price hierarchy for determining the selling price of a deliverable. ASU 2009-13 also
+eliminates the residual method of allocating arrangement consideration. ASU 2009-14 removes (1) tangible products containing software components and (2) non-software components that function together to deliver the tangible products
+essential functionality from the scope of software revenue guidance (ASC 965-605). ASU 2009-14 also provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the
+software revenue guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption
+permitted. We are currently evaluating the impact of adopting these updates on our consolidated financial position and results of operations. 
+Other Accounting Changes 
+In May 2009, the FASB issued guidance included in ASC 855, “Subsequent
+Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. In particular, the guidance addresses: the period after the balance
+sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity shall recognize events or
+transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. This guidance became effective for interim and
+annual reporting periods ending after June 15, 2009. The adoption did not have a material impact on our consolidated financial position or results of operations. 
+Except for ASU’s discussed above, all other ASUs issued by the FASB as of the filing date of this Annual Report on Form 10-K are not expected to have a material effect on our consolidated financial
+statements. 
+43 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 2—Acquisition 
+On December 15, 2009, Astro-Med completed the acquisition of substantially all of the assets of Label Line Ltd., a manufacturer of
+labels and tags located in Asheboro, North Carolina. Label Line is part of Astro-Med’s QuickLabel Systems brand and is reported as part of the QuickLabel segment. The results of Label Line’s operations have been included in the
+consolidated financial statements of the Company since the acquisition date. 
+The cash purchase price of the acquisition was
+$1,450,000. In addition to the $1,450,000 cash purchase price, the Company has also agreed to payment of a potential earnout totaling up to $200,000 to the former owners of Label Line. Payment of this contingent consideration is based on the Label
+Line business’ ability to exceed certain revenue targets during the 24 month period subsequent to the acquisition. Based on a model provided by our professional independent valuation provider, the estimated fair value of this earnout was
+$142,000 as of the acquisition date. Acquisition-related costs of approximately $67,000 are included in the general and administrative expenses in the Company’s consolidated statement of operations for the fiscal year ended January 31,
+2010. The acquisition was accounted for under the acquisition method in accordance with the guidance provided by FASB ASC 805, “Business Combinations” (ASC 805). 
+The purchase price associated with the acquisition is as follows: 
+Cash Consideration 
+$ 
+1,450,000 
+Additional Earnout Cash Consideration 
+142,000 
+Total Purchase Price 
+$ 
+1,592,000 
+The purchase price of the acquisition has been
+allocated on the basis of estimated fair value as follows: 
+Accounts Receivable 
+$ 
+798,000 
+Inventories 
+327,000 
+Property and Equipment 
+972,000 
+Identifiable Intangible assets 
+415,000 
+Total Assets Acquired 
+2,512,000 
+Accounts Payable 
+735,000 
+Deferred Tax Liability 
+73,000 
+Total Liabilities Assumed 
+808,000 
+Gain on Bargain Purchase 
+112,000 
+$ 
+1,592,000 
+The purchase price allocation resulted in the
+recognition of a gain on bargain purchase of approximately $112,000 which is included in other income in the consolidated statement of operations for the year ended January 31, 2010, in accordance with ASC 805. The gain on bargain purchase
+resulted from the value of the identifiable net assets acquired exceeding the value of the purchase consideration. 
+As part of
+the acquisition, the Company entered into a lease agreement with the previous owners for the current Label Line facility. This lease has a three year term with an option for a three year renewal. The facility is approximately 75,000 square feet.
+Based on the model utilized by our professional independent valuation provider, this lease was determined to be favorable due to comparable market values. 
+44 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The following table reflects the fair value of the acquired identifiable intangible
+assets and related estimated useful lives: 
+Fair Value 
+Useful Life 
+(Years) 
+Trade Name 
+$ 
+15,000 
+3 
+Favorable Lease 
+400,000 
+6 
+Total 
+$ 
+415,000 
+Included in the income statement for fiscal 2010 is amortization expense of $12,000 in regards to
+the above acquired intangibles. Amortization of intangibles is expected to be approximately $72,000 in 2011 and 2012, $71,000 in 2013, $67,000 in 2014 and 2015 and $55,000 in 2016. 
+The following unaudited pro forma information assumes the acquisition of Label Line occurred on either February 1, 2009 or 2008 (in
+thousands, except per share data). This information has been prepared for informational purposes only and does not purport to represent the results of operations that would have happened had the acquisition occurred as of the date indicated, nor of
+future results of operations: 
+Year Ended 
+January 31, 2010 
+Year Ended 
+January 31, 2009 
+Net revenues 
+$ 
+69,300,000 
+$ 
+77,100,000 
+The impact on
+net income and earnings per share would not have been material to the Company in either year. 
+Note 3—Securities Available for Sale
+Pursuant to our investment policy, securities available for sale include state and municipal securities with various
+contractual or anticipated maturity dates and an auction rate security. These securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in shareholders’
+equity until realized. Realized gains and losses from the sale of available for sale securities, if any, are determined on a specific identification basis. A decline in the fair value of any available for sale security below cost that is determined
+to be other than temporary will result in a write-down of its carrying amount to fair value. No such impairment charges were recorded for any period presented. All short-term investment securities have original maturities greater than 90
+days. The fair value, amortized cost and gross unrealized gains and losses of the securities are as follows: 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2010 
+State and Municipal Obligations 
+$ 
+9,114,511 
+$ 
+35,385 
+$ 
+(33,350 
+) 
+$ 
+9,116,546 
+Auction Rate Security 
+500,000 
+— 
+(11,330 
+) 
+488,670 
+$ 
+9,614,511 
+$ 
+35,385 
+$ 
+(44,680 
+) 
+$ 
+9,605,216 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2009 
+State and Municipal Obligations 
+$ 
+10,116,775 
+$ 
+117,938 
+$ 
+— 
+$ 
+10,234,713 
+Auction Rate Securities 
+1,000,000 
+— 
+(109,075 
+) 
+890,925 
+$ 
+11,116,775 
+$ 
+117,938 
+$ 
+(109,075 
+) 
+$ 
+11,125,638 
+45 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The expected maturity dates of these securities are as follows: 
+January 31, 
+2010 
+2009 
+Less than one year 
+$ 
+8,131,612 
+$ 
+3,876,135 
+One to five years 
+1,473,604 
+6,672,745 
+Greater than five years 
+— 
+576,758 
+$ 
+9,605,216 
+$ 
+11,125,638 
+Actual maturities may differ as a result of sales or
+earlier issuer redemptions. 
+Note 4—Inventories 
+Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and manufacturing overhead. The components of inventories are as follows: 
+January 31, 
+2010 
+2009 
+Materials and Supplies 
+$ 
+7,422,465 
+$ 
+8,021,888 
+Work-in-Progress 
+898,332 
+1,333,935 
+Finished Goods 
+3,718,509 
+3,470,604 
+$ 
+12,039,306 
+$ 
+12,826,427 
+Included within finished goods inventory is $1,248,784
+and $1,184,927 of demonstration equipment at January 31, 2010 and 2009, respectively. 
+Note 5—Accrued Expenses 
+Accrued expenses consisted of the following: 
+January 31, 
+2010 
+2009 
+Sales and VAT taxes 
+$ 
+297,872 
+$ 
+215,087 
+Warranty 
+260,235 
+302,464 
+Dealer commissions 
+154,081 
+133,857 
+Professional fees 
+122,110 
+135,160 
+Health insurance reimbursement reserve 
+100,000 
+100,000 
+Freight 
+58,518 
+81,814 
+Other 
+591,541 
+634,288 
+$ 
+1,584,357 
+$ 
+1,602,670 
+Note 6—Line of Credit 
+The Company has a $3,500,000 revolving bank line of credit, all of which is currently available. Borrowings under this line of credit bear
+interest based on LIBOR plus 200 basis points. This line of credit is subject to annual review by the lender. 
+46 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 7—Shareholders’ Equity 
+Common Stock: During fiscal 2010 and 2009, the Company did not repurchase any shares of its common stock. The Company
+repurchased 55,300 shares of its common stock for $480,068 in fiscal 2008. The Company’s Board of Directors has authorized the purchase of up to an additional 392,289 shares Company’s common stock on the open market as of January 31,
+2010. 
+Astro-Med maintains the following benefit plans involving its common stock: 
+Stock Plans: As of January 31, 2010, Astro-Med has one equity incentive plan (“2007 Equity Incentive Plan”)
+under which incentive stock options, non-qualified stock options, restricted stock and other equity-based awards may be granted to officers and key employees. To date, only options have been granted under this plan. Options granted to employees vest
+over four years. An aggregate of 1,000,000 shares were authorized for awards under the 2007 Equity Incentive Plan. The exercise price of each stock option will be established at the discretion of the Compensation Committee, however, any incentive
+stock options granted under the 2007 Equity Incentive Plan must be at an exercise price of not less than fair market value at the date of grant. The 2007 Equity Incentive Plan provides for an automatic annual grant of ten-year options to purchase
+5,000 shares of stock to each non-employee director upon the adjournment of each shareholders’ meeting. Each such option is exercisable at the fair market value as of the grant date and vests immediately prior to the next succeeding
+shareholders’ meeting. During fiscal 2010, 2009 and 2008, 15,000 shares were awarded each year to non-employee directors. At January 31, 2010, 811,500 shares were available for grant under the 2007 Equity Incentive Plan. 
+Summarized option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2009 
+1,765,550 
+$ 
+2.40–11.90 
+$ 
+6.04 
+Options Granted 
+85,000 
+$ 
+5.78– 6.84 
+$ 
+6.18 
+Options Exercised 
+(121,735 
+) 
+$ 
+3.59– 4.41 
+$ 
+3.61 
+Options Expired 
+(39,864 
+) 
+$ 
+3.59–11.90 
+$ 
+5.05 
+Options Outstanding, January 31, 2010 
+1,688,951 
+$ 
+2.40–11.90 
+$ 
+6.24 
+Options Exercisable, January 31, 2010 
+1,450,731 
+$ 
+2.40–11.90 
+$ 
+5.86 
+Set forth below is a
+summary of options outstanding at January 31, 2010: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$2.40-$5.45 
+882,431 
+$ 
+3.97 
+1 
+882,431 
+$ 
+3.97 
+$5.78-$8.72 
+560,670 
+$ 
+7.85 
+6 
+443,598 
+$ 
+8.17 
+$8.73-$11.90 
+245,850 
+$ 
+10.73 
+7 
+124,702 
+$ 
+10.94 
+1,688,951 
+1,450,731 
+47 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The fair value of each stock option granted was estimated on the grant date using the
+Black-Scholes option-pricing model with the following weighted average assumptions: 
+Years Ended January 31, 
+2010 
+2009 
+2008 
+Risk-free interest rate 
+1.54%–2.12% 
+3.13%–3.95% 
+4.5% 
+Expected life (years) 
+5 
+5 
+5 
+Expected volatility 
+41.9% 
+46.5% 
+48.1% 
+Expected dividend yield 
+3.85%–4.39% 
+2.04%–3.82% 
+1.9% 
+The weighted average fair value of options granted during fiscal 2010, 2009 and 2008 was $1.36, $3.40 and $4.74, respectively. As of January 31, 2010, there was $436,687 of unrecognized compensation expense related to the unvested
+stock options granted under the plans. The expense is to be recognized over a weighted average of two years. Share-based compensation expense has been recognized as follows: 
+Years Ended January 31, 
+2010 
+2009 
+2008 
+Cost of Sales 
+$ 
+72,889 
+$ 
+79,690 
+$ 
+97,134 
+Operating Expenses 
+341,510 
+392,735 
+488,194 
+Total 
+$ 
+414,399 
+$ 
+472,425 
+$ 
+585,328 
+As of January 31, 2010, the aggregate intrinsic
+value (the aggregate difference between the closing stock price of the Company’s common stock on January 31, 2010, and the exercise price of the outstanding options) that would have been received by the option holders if all options had
+been exercised was $2,933,748 for all exercisable options and $3,026,509 for all options outstanding. The weighted average remaining contractual terms for these options are 2.7 years for options that are exercisable and 3.4 years for all options
+outstanding. The total aggregate intrinsic value of options exercised during fiscal 2010 and 2009 was $271,094 and $174,177, respectively. 
+Employee Stock Purchase Plan (ESPP): Astro-Med’s ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase.
+A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows: 
+Years Ended January 31, 
+2010 
+2009 
+2008 
+Shares reserved, beginning 
+93,860 
+100,192 
+103,244 
+Shares purchased 
+(9,342 
+) 
+(6,332 
+) 
+(3,052 
+) 
+Shares reserved, ending 
+84,518 
+93,860 
+100,192 
+Employee Stock Ownership Plan: Astro-Med has an Employee Stock Ownership Plan (ESOP)
+providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’s Trustees in shares of common stock of Astro-Med. Contributions may be in
+cash or stock. Astro-Med’s contributions (paid or accrued) amounted to $80,000 in each of fiscal 2010, 2009 and 2008 which were recorded as compensation expense. All shares owned by the ESOP have been allocated to participants. 
+48 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 8—Income Taxes 
+The components of income before income taxes are as follows: 
+Years Ended January 31, 
+2010 
+2009 
+2008 
+Domestic 
+$ 
+1,758,973 
+$ 
+2,142,252 
+$ 
+3,710,798 
+Foreign 
+1,923,237 
+2,435,180 
+1,343,068 
+$ 
+3,682,210 
+$ 
+4,577,432 
+$ 
+5,053,866 
+The components of the provision for income taxes are
+as follows: 
+Years Ended January 31, 
+2010 
+2009 
+2008 
+Current: 
+Federal 
+$ 
+(241,936 
+) 
+$ 
+(77,513 
+) 
+$ 
+191,378 
+State 
+179,686 
+373,024 
+273,531 
+Foreign 
+542,723 
+984,222 
+886,049 
+480,473 
+1,279,733 
+1,350,958 
+Deferred: 
+Federal 
+233,320 
+175,653 
+(243,017 
+) 
+State 
+155,092 
+139,184 
+(321,246 
+) 
+Foreign 
+47,478 
+18,875 
+(42,667 
+) 
+435,890 
+333,712 
+(606,930 
+) 
+$ 
+916,363 
+$ 
+1,613,445 
+$ 
+744,028 
+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, 
+2010 
+2009 
+2008 
+Income tax provision at statutory rate 
+$ 
+1,251,951 
+$ 
+1,556,327 
+$ 
+1,718,314 
+State taxes, net of federal tax effect 
+220,954 
+338,057 
+(174,684 
+) 
+Change in valuation allowance 
+45,228 
+(531,735 
+) 
+480,463 
+Reversal of reserves no longer required 
+(237,807 
+) 
+— 
+(446,538 
+) 
+Italian subsidiary receivable write off 
+— 
+— 
+(657,478 
+) 
+Italian net operating loss 
+— 
+616,534 
+— 
+Share-based compensation 
+74,381 
+68,852 
+124,612 
+Tax-exempt income 
+(68,000 
+) 
+(131,753 
+) 
+(117,652 
+) 
+R&D credits 
+(118,333 
+) 
+(111,431 
+) 
+(95,212 
+) 
+Other, net 
+(252,011 
+) 
+(191,406 
+) 
+(87,797 
+) 
+$ 
+916,363 
+$ 
+1,613,445 
+$ 
+744,028 
+49 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+During 2010, the Company recorded a benefit of $335,000 related to the resolution of a
+previously uncertain tax position as a result of the conclusion of an IRS examination of the Company’s Federal returns for fiscal year 2008. During 2009, the Company wrote off the deferred tax asset of approximately $617,000 related to the net
+operating loss carryforward of the Italian subsidiary as a result of the dissolution of this subsidiary. As a full valuation allowance had been recorded in prior years, this write-off had no impact on the provision for income taxes. During fiscal
+2008, the Company recorded a benefit of $167,000 related to the completion of an IRS examination, a benefit of $319,000 related to changes in uncertain R&D and foreign tax credit positions, an expense of $40,000 related to differences between
+the prior year tax provision and the actual return as filed and benefits of $728,000 related to the restructuring of the sales and service centers located in Italy and the Netherlands. 
+The components of deferred income tax expense arise from various temporary differences and relate to items included in the statement of
+operations. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities at January 31, 2010 and 2009 are as follows: 
+January 31, 
+2010 
+2009 
+Deferred Tax Assets: 
+Inventory Reserves 
+$ 
+1,458,849 
+$ 
+1,385,122 
+R&D Credits 
+250,847 
+193,739 
+Vacation Accrual 
+373,415 
+364,568 
+Foreign Tax Credits 
+— 
+231,587 
+Deferred Service Contract Revenue 
+268,002 
+331,624 
+Reserve for Doubtful Accounts 
+172,370 
+189,166 
+Other 
+974,917 
+1,313,908 
+3,498,400 
+4,009,714 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+875,567 
+849,733 
+Deferred Tax Gain on Sale of Real Estate 
+1,235,098 
+1,235,098 
+Other 
+616,088 
+555,798 
+2,726,753 
+2,640,629 
+Subtotal 
+771,647 
+1,369,085 
+Valuation Allowance 
+(179,746 
+) 
+(224,974 
+) 
+Net Deferred Tax Assets 
+$ 
+591,901 
+$ 
+1,144,111 
+The valuation allowance at January 31, 2010, relates to certain state R&D tax credit carryforwards
+which are expected to expire unused. 
+50 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Several prior year state tax returns are expected to be reviewed by the various taxing
+authorities during the next twelve months. The Company believes that it is reasonably possible that the related unrecognized tax benefits, accrued interest and penalties could decrease income tax expense by up to approximately $510,000 due to either
+the review of these returns or the expiration of certain statutes of limitation. A reconciliation of unrecognized tax benefits, excluding interest and penalties follows: 
+2010 
+2009 
+2008 
+Balance at February 1 
+$ 
+1,127,452 
+$ 
+1,372,767 
+$ 
+2,016,280 
+Decreases in prior period tax positions 
+— 
+(134,323 
+) 
+(520,845 
+) 
+Increases in current period tax positions 
+76,379 
+80,712 
+506,057 
+Decreases related to settlements with tax authorities 
+(360,494 
+) 
+(152,917 
+) 
+(659,593 
+) 
+Foreign currency translation adjustments 
+31,888 
+(38,787 
+) 
+30,868 
+Balance at January 31 
+$ 
+875,225 
+$ 
+1,127,452 
+$ 
+1,372,767 
+If the $875,225 is recognized, $600,677 would decrease the effective tax rate in the period in which each of
+the benefits is recognized and the remainder would be offset by a reversal of deferred tax assets. 
+During fiscal 2010, the
+Company recognized $64,169 of potential interest and penalties, which are included as a component of income tax expense in the accompanying statement of operations. At January 31, 2010, the Company had accrued potential interest and penalties
+of $360,191. 
+During the fourth quarter of fiscal 2010, the Internal Revenue Service officially concluded its examination the
+Company’s federal returns for fiscal year 2008. As a result of these tax return years being settled, we recorded a benefit of the $335,000 related to the resolution of a previously uncertain tax position. 
+During the fourth quarter of fiscal 2008, the Internal Revenue Service officially concluded its examination of the Company’s fiscal
+2005 and 2006 Federal tax returns. As a result, the Company received a $140,100 federal tax refund during fiscal 2009. 
+The
+Company is subject to federal, state and local income taxes and non-U.S. tax examinations in accordance with the statute of limitation in each applicable jurisdictions. 
+At January 31, 2010, the Company has indefinitely reinvested $3,399,850 of the cumulative undistributed earnings of its foreign subsidiary, all of which would be subject to U.S. taxes if repatriated
+to the U.S. Through January 31, 2010, the Company has not provided deferred income taxes on the undistributed earnings of this subsidiary because such earnings are considered to be indefinitely reinvested. Non-U.S. income taxes are, however,
+provided on these undistributed earnings. 
+51 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 9—Leases and Other Contractual Obligations 
+Minimum payments under noncancellable operating leases at January 31, 2010 were as follows: 
+2011 
+$ 
+328,244 
+2012 
+211,351 
+2013 
+167,764 
+2014 
+72,646 
+2015 and Thereafter 
+66,437 
+Minimum Lease Payments 
+$ 
+846,442 
+The Company incurred rent expense in the amount of
+$470,000, $557,000 and $612,000 for the fiscal years 2010, 2009 and 2008, respectively. 
+The Company has purchase obligations
+in the amount of $5,508,473 due within one year for goods and services with defined terms as to price, quantity, delivery and termination liability. 
+Note 10—Nature of Operations, Segment Reporting and Geographical 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, neuropsychological instrumentation systems and consumable 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 reports three reporting segments consistent with its sales product groups: Test &
+Measurement (T&M); QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). 
+T&M produces data recording
+equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the aerospace, automotive, metal mill, power and telecommunications industries. QuickLabel produces an array of high-technology digital label
+printers, labeling software and consumables for a variety of commercial industries worldwide. Grass produces a range of instrumentation equipment and supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography
+(PSG—Sleep Monitoring) and biomedical research applications used worldwide by universities, medical centers and companies engaged in a variety of clinical and research activities. The accounting policies of the reporting segments are the same
+as those described in the summary of significant accounting policies herein. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+Business is conducted in the United States and through foreign affiliates in Canada and Europe. Virtually all manufacturing activities are
+conducted in the United States. Sales and service activities outside the United States are conducted through wholly-owned entities and, to a lesser extent, through authorized distributors and agents. Transfer prices are intended to produce gross
+profit margins as would be associated with an arms-length transaction. 
+52 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Summarized below are the Net Sales and Segment Operating Profit (both in dollars and as
+a percentage of Net Sales) for each reporting segment: 
+($ in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+of Net Sales 
+2010 
+2009 
+2008 
+2010 
+2009 
+2008 
+2010 
+2009 
+2008 
+T&M 
+$ 
+14,247 
+$ 
+15,796 
+$ 
+16,505 
+$ 
+1,148 
+$ 
+2,463 
+$ 
+3,056 
+8.1 
+% 
+15.6 
+% 
+18.5 
+% 
+QuickLabel 
+33,294 
+37,398 
+38,144 
+2,517 
+3,664 
+4,222 
+7.6 
+% 
+9.8 
+% 
+11.1 
+% 
+Grass 
+16,490 
+18,589 
+17,722 
+2,217 
+2,553 
+1,583 
+13.4 
+% 
+13.7 
+% 
+8.9 
+% 
+Total 
+$ 
+64,031 
+$ 
+71,783 
+$ 
+72,371 
+5,882 
+8,680 
+8,861 
+9.2 
+% 
+12.1 
+% 
+12.2 
+% 
+Corporate Expenses 
+3,919 
+4,054 
+4,147 
+Gain on Legal Settlement 
+1,391 
+— 
+— 
+Restructuring Charges 
+— 
+— 
+515 
+Operating Income 
+3,354 
+4,626 
+4,199 
+Other Income (Expense), Net 
+328 
+(49 
+) 
+855 
+Income Before Income Taxes 
+3,682 
+4,577 
+5,054 
+Income Tax Provision 
+916 
+1,613 
+744 
+Net Income 
+$ 
+2,766 
+$ 
+2,964 
+$ 
+4,310 
+No customer accounted for greater than 10% of net sales in fiscal 2010, 2009 or 2008. 
+Other information by segment is presented below: 
+($ in thousands) 
+Assets 
+2010 
+2009 
+T&M 
+$ 
+8,275 
+$ 
+8,243 
+QuickLabel 
+19,761 
+16,173 
+Grass 
+10,860 
+11,278 
+Corporate* 
+25,780 
+26,461 
+Total 
+$ 
+64,676 
+$ 
+62,155 
+* 
+Corporate assets consist of cash, investments, income tax accounts and miscellaneous fixed assets. 
+($ in thousands) 
+Depreciation 
+Capital Expenditures 
+2010 
+2009 
+2008 
+2010 
+2009 
+2008 
+T&M 
+$ 
+484 
+$ 
+465 
+$ 
+472 
+$ 
+330 
+$ 
+834 
+$ 
+623 
+QuickLabel 
+568 
+514 
+713 
+1,106 
+479 
+744 
+Grass 
+415 
+427 
+402 
+186 
+352 
+3,367 
+Total 
+$ 
+1,467 
+$ 
+1,406 
+$ 
+1,587 
+$ 
+1,622 
+$ 
+1,665 
+$ 
+4,734 
+53 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Geographical Data 
+Presented below is selected financial information by geographic area: 
+($ in thousands) 
+Net Sales 
+Long-Lived Assets 
+2010 
+2009 
+2008 
+2010 
+2009 
+United States 
+$ 
+44,296 
+$ 
+49,960 
+$ 
+50,479 
+$ 
+14,320 
+$ 
+12,711 
+Europe 
+12,164 
+13,824 
+13,563 
+410 
+455 
+Canada 
+2,989 
+3,244 
+2,697 
+— 
+— 
+Asia 
+2,922 
+2,745 
+2,938 
+— 
+— 
+Central and South America 
+1,174 
+921 
+1,736 
+— 
+— 
+Other 
+486 
+1,089 
+958 
+— 
+— 
+Total 
+$ 
+64,031 
+$ 
+71,783 
+$ 
+72,371 
+$ 
+14,730 
+$ 
+13,166 
+Included in long-lived assets is goodwill assigned to
+the following segments: T&M $0.7 million and Grass $1.6 million at January 31, 2010 and 2009. 
+Note
+11—Profit-Sharing Plan 
+Along with the ESOP described in Note 7, Astro-Med sponsors a Profit-Sharing Plan (the
+“Plan”) which provides retirement benefits to all eligible domestic employees. 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. Contributions paid or accrued amounted to $234,239, $263,124 and $230,160 in fiscal 2010, 2009 and 2008, respectively. 
+Note
+12—Product Warranty Liability 
+Astro-Med offers a one-year warranty for the majority of its products. The specific
+terms and conditions of warranties vary depending upon the product sold and country in which the Company does business. For products sold in the United States, a basic limited warranty, including parts and labor is provided. The Company estimates
+the costs based on historical claims experience and records a liability in the amount of such estimates at the time product revenue is recognized. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the
+amounts as necessary. Activity in the product warranty liability is as follows: 
+January 31, 
+2010 
+2009 
+2008 
+Balance, beginning of the year 
+$ 
+302,464 
+$ 
+368,073 
+$ 
+354,901 
+Warranties issued 
+511,604 
+295,306 
+522,968 
+Settlements made 
+(553,833 
+) 
+(360,915 
+) 
+(509,796 
+) 
+Balance, end of the year 
+$ 
+260,235 
+$ 
+302,464 
+$ 
+368,073 
+54 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 13—Concentration of Risk 
+Credit is generally extended on an uncollateralized basis to almost all customers after review of credit worthiness. Concentration of credit
+and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs on-going credit evaluations of its
+customers. The Company has not historically experienced significant credit losses on collection of its accounts receivable. 
+Excess cash is invested principally in investment grade government and state municipal securities. The Company has established guidelines relative to diversification and maturities that maintain safety of principal, liquidity and yield.
+These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not historically experienced any significant losses on its cash equivalents or investments. 
+Note 14—Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising in the normal course of business that cover a wide range of matters including, among others, contract and employment
+claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+Direct costs associated with the estimated resolution of contingencies are accrued at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability
+can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the aggregate amount of such liabilities, if any, in
+excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations. It is possible, however, that future results of operations for any particular future period
+could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+Note 15—Fair Value Measurements 
+We measure our financial assets at fair value on a recurring basis in
+accordance with the guidance provided in ASC 820, “Fair Value Measurement and Disclosures” which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
+market participants at the measurement date. In addition, ASC 820 establishes a three-tiered hierarchy for inputs used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the
+use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect management’s belief about the assumptions market participants would use in pricing a financial instrument based on
+the best information available in the circumstances. 
+The fair value hierarchy is summarized as follows: 
+• 
+Level 1—Quoted prices in active markets for identical assets or liabilities; 
+• 
+Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
+quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and 
+• 
+Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
+liabilities 
+55 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+The following tables represent the fair value hierarchy for our financial assets (cash
+equivalents and investments in marketable securities) measured at fair value on a recurring basis: 
+January 31, 2010 
+Level 1 
+Level 2 
+Level 3 
+Total 
+Money market funds 
+$ 
+8,126,245 
+$ 
+— 
+$ 
+— 
+$ 
+8,126,245 
+State and municipal obligations 
+9,116,546 
+— 
+— 
+9,116,546 
+Governmental obligations 
+1,249,998 
+— 
+— 
+1,249,998 
+Auction rate security 
+— 
+— 
+488,670 
+488,670 
+Total 
+$ 
+18,492,789 
+$ 
+— 
+$ 
+488,670 
+$ 
+18,981,459 
+January 31, 2009 
+Level 1 
+Level 2 
+Level 3 
+Total 
+Money market funds 
+$ 
+4,770,188 
+$ 
+— 
+$ 
+— 
+$ 
+4,770,188 
+State and municipal obligations 
+10,234,713 
+— 
+— 
+10,234,713 
+Governmental obligations 
+1,400,000 
+— 
+— 
+1,400,000 
+Auction rate securities 
+— 
+— 
+890,925 
+890,925 
+Total 
+$ 
+16,404,901 
+$ 
+— 
+$ 
+890,925 
+$ 
+17,295,826 
+The Level 3 asset consists of an auction rate security
+whose underlying assets are backed by municipal assets. While we continue to earn interest on our auction rate security at the maximum contractual rate, this investment is not currently trading and therefore does not currently have a readily
+determinable market value. The Company uses the services of a global investment management and advisory firm to manage its auction rate security position. This investment management firm has developed and implemented a proprietary methodology for
+pricing auction rate securities using a disciplined discounted cash flow approach to establish fair market valuation. As of January 31, 2010, we used the market valuation as published by our investment management firm relative to our one
+remaining auction rate security. Accordingly, we recorded an unrealized loss of $11,330 related to our auction rate security as of January 31, 2010. We believe this unrealized loss is primarily attributable to the limited liquidity of this
+investment and have no reason to believe that any of the underlying issuers are presently at risk of default. Management has the intent and the ability to hold this security for an indefinite period of time and, accordingly, believes that the
+unrealized loss on its auction rate security holding is temporary in nature. 
+The following table provides a summary of
+changes in fair value of the Company’s auction rate securities: 
+January 31, 
+2010 
+January 31, 
+2009 
+Beginning Balance 
+$ 
+890,925 
+$ 
+6,250,000 
+Transferred to variable rate demand notes* 
+— 
+(700,000 
+) 
+Sales 
+(500,000 
+) 
+(5,025,000 
+) 
+Purchases 
+— 
+475,000 
+Realized gain included in net income 
+109,075 
+— 
+Unrealized loss included in other comprehensive income (loss) 
+(11,330 
+) 
+(109,075 
+) 
+Ending Balance 
+$ 
+488,670 
+$ 
+890,925 
+* 
+During fiscal 2009, the Company’s investment advisor redefined variable rate demand notes as fixed income municipal securities as these investments continue to
+trade in a liquid market. 
+56 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
+Note 16—Restructuring 
+During the fourth quarter of fiscal 2008, the Company restructured its sales and service centers located in Italy and the Netherlands in
+order to reduce costs and streamline operations. The restructuring involved a reduction of employees, closing the two sales and service centers and disposing of certain assets and other miscellaneous expenses. The following table summarizes the
+activity and balances of the restructuring reserve: 
+Severance 
+Lease 
+Other 
+Total 
+Balance at February 1, 2008 
+$ 
+207,230 
+$ 
+33,701 
+$ 
+58,830 
+$ 
+299,761 
+Reserve transfer 
+(52,000 
+) 
+— 
+52,000 
+— 
+Utilization of reserve 
+(155,230 
+) 
+(33,701 
+) 
+(110,830 
+) 
+(299,761 
+) 
+Balance at January 31, 2009 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+All restructuring activity for these sales and service centers has been concluded as of January 31,
+2009. 
+Note 17—Litigation Settlement 
+In November 2009, Astro-Med was awarded a $1,391,000 judgment related to a lawsuit filed by the Company against a former employee and a competitor business. At issue in the lawsuit was the violation of a
+non-competition agreement which the former employee had signed as a condition of employment with Astro-Med. The $1,391,000 judgment includes both punitive and exemplary damages, as well as attorney fees (all of which have been previously expensed)
+and related interest earned on the judgment and was recorded as a gain on legal settlement in the accompanying statement of operations and as a receivable in prepaid and other current assets in the accompanying balance sheet for the fiscal year
+ended 2010. In November 2009, the Company also filed a motion to amend the original judgment to include additional legal fees of $73,000. This motion was granted on February 12, 2010. On February 17, 2010, the Company collected a total of
+$1,495,000 related to this legal proceeding, which includes the $1,391,000 gain on legal settlement recorded in the fourth quarter of fiscal 2010 and $104,000 for interest and the additional attorney fees as granted by the February 12, 2010 motion.
+The $104,000 will be recorded as an additional gain on legal settlement in the first quarter of fiscal 2011. 
+57 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2010 
+$ 
+576,735 
+$ 
+70,000 
+$ 
+(127,946 
+) 
+$ 
+518,789 
+2009 
+$ 
+591,018 
+$ 
+83,129 
+$ 
+(97,412 
+) 
+$ 
+576,735 
+2008 
+$ 
+588,508 
+$ 
+105,000 
+$ 
+(102,490 
+) 
+$ 
+591,018 
+(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, also includes foreign exchange adjustment. 
+58
\ No newline at end of file
diff --git a/raw/filings/0000008146/2009/0001193125-10-080519/filing_metadata.csv b/raw/filings/0000008146/2009/0001193125-10-080519/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..99ccaf1751e63406c9a6c255d2798685d7f650cf
--- /dev/null
+++ b/raw/filings/0000008146/2009/0001193125-10-080519/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000008146,ALOT,"AstroNova, Inc.",10-K,2010-04-09,2010-01-31,2010-04-09T20:20:45.000Z,0001193125-10-080519,d10k.htm,FORM 10-K,953430,0,0,https://www.sec.gov/Archives/edgar/data/8146/000119312510080519/d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312510080519/,2009,2009,1
diff --git a/raw/filings/0000008146/2009/0001193125-10-080519/item1.txt b/raw/filings/0000008146/2009/0001193125-10-080519/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..362ab3ee32f5297da5cc82ab456273b8dd4ab51c
--- /dev/null
+++ b/raw/filings/0000008146/2009/0001193125-10-080519/item1.txt
@@ -0,0 +1,114 @@
+Item 1. Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our” and “us” in this Annual Report on Form 10-K refer to Astro-Med Inc. and its consolidated subsidiaries.
+Astro-Med, Inc. designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and
+analysis systems, including both hardware and software, which incorporate advance technologies. Target markets for products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications,
+distribution, food and beverage, general manufacturing, life sciences, packaging and transportation. 
+The Company’s
+products are distributed through its own sales force in the United States and Canada and in Western Europe, and by authorized dealers elsewhere in the world. Approximately 30% of the Company’s sales in fiscal 2010 were to customers located
+outside the United States. 
+We operate our business through three operating segments, Astro-Med Test & Measurement
+(T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Financial information by business segment and geographic area appear in Note 10 to the Consolidated Financial Statements of this Annual Report on Form 10-K. The
+following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 17 through 25 of this Annual Report on Form 10-K. 
+Description of Business 
+Product Overview 
+Astro-Med, Inc. develops and manufactures specialty printers and data
+acquisition systems. We sell our products under the brand names Astro-Med ® Test & Measurement
+(T&M), Grass ® Technologies (Grass ® ), and QuickLabel ® Systems
+(QuickLabel ® ). 
+3 
+Table of Contents 
+Products sold under the Astro-Med ® Test & Measurement brand acquire and record data and print the output onto charts or electronic media.
+Products sold under the Grass ® brand electronically capture and record neurological data that is used to analyze
+and diagnose disorders such as epilepsy and sleep apnea. Products sold under the QuickLabel ® brand make labels
+used in product packaging and automatic identification applications. The Company supplies a range of products that include hardware, software and consumables to customers who are in a variety of industries. 
+Astro-Med Test & Measurement products include ruggedized printers and data acquisition systems. Current
+Astro-Med ® T&M products include ToughWriter ® ruggedized cockpit printers, ToughSwitch ® Ethernet switches, the TMX™ data acquisition systems, the Dash ® series data recorders, and the Everest ® telemetry recorders. 
+ToughWriter ® ruggedized cockpit printers are used in the flight deck and in the cabins of military and
+commercial aircraft to print hard copies of airport maps, flight itineraries, weather maps, gate information, and ground communications. ToughSwitch ® Ethernet switches are used in commercial and military aircraft and military vehicles to connect multiple computers or Ethernet devices together. These products are
+ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter ® cockpit printers for the Airbus A380, the Airbus A400M, the Bombardier Global 5000, the Bombardier Global Express XRS, the Boeing C-17, B-787, B-777, B-747, B-767,
+and the Lockheed C-130. 
+The Company’s family of portable data recorders, including the
+recently-released TMX™ and the Dash ® series (Dash 2EZ+, Dash 8Xe, Dash 8HF, Dash 8XPM, Dash 18X, Dash 20HF,
+and Dash 32HF) are used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power plants, automotive R&D centers, manufacturing plants, and for long-term testing in aerospace applications. The new TMX™ data
+acquisition system is designed for data capture of long-term testing in automotive, aerospace, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including
+time-stamped and synchronized video capture data and audio notation, is important. 
+The Everest ® telemetry recorders are used widely in the aerospace industry to monitor and track space vehicles, aircraft,
+missiles and other systems in flight. Everest ® data recorders are used principally in the telemetry sector of
+the aerospace industry, where they are used to monitor parameters from an aircraft or space vehicle during flight test and vehicle launch. 
+Products sold under the Grass ® Technologies brand include
+neurophysiological recording instruments, software, stimulators, electrode preps, consumable products, and Grass’ industry-renowned electrodes. Grass ® equipment detects and amplifies neurophysiological signals for acquisition, review, and analysis via special Grass ® software. 
+Grass ® clinical equipment is primarily sold into the Sleep Disorders (PSG), Routine/Ambulatory EEG, and
+Long-Term Epilepsy Monitoring (LTM) diagnostic markets, and is sold to hospitals, free-standing clinics, and private physicians’ offices. Current Grass ® clinical products include the SleepTrek ® 3 at-home sleep screener, a small lightweight physiological data recorder, the FDA-listed Grass ® S12X Cortical Stimulator for cortical stimulation mapping to aid in cortical resection procedures, and TWin ® Neurotrac-III Neuromonitoring Software for computing and displaying long-term trends during continuous EEG monitoring in the ICU, NICU, OR, and Seizure Monitoring
+units. 
+Grass ® research products consist of square pulse stimulators; including the S88X dual-output with digital controls model and the SD9 student research model, as well as
+amplifiers, including the LP511 high performance AC model and P122 AC/DC Strain Gage model as well as the 15LT Amplifier System. Customers of the Grass ® research line are typically university research centers or pharmaceutical companies engaged in drug research. The Grass ® consumable products are comprised predominantly of sensing devices used to collect physiological data and are utilized with the systems described above.
+4 
+Table of Contents 
+Products sold under the QuickLabel ® brand include short-run, digital color label printers developed for in-house label printing, labeling software,
+label and tag substrates, label printing inks including thermal transfer ribbons, toners, and inkjet inks; custom label printing services, and a range of printer accessories. The breadth of the product line allows QuickLabel sales and support staff
+to serve customers at virtually every level of their label printing needs. 
+With its broad range of
+entry-level, mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel ® products are primarily sold to end-user manufacturers, processors, and retailers who label products on a just-in-time basis, private label, contract package, or label
+products in foreign languages for export markets. These end-users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals,
+cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods. 
+Current QuickLabel ® models include the Vivo! ® , a patented electrophotographic label printer developed to print on continuous rollstock for in-house label printing; the Zeo! ® , an entry-level inkjet label printer developed in partnership with Hewlett-Packard; and the Xe series of digital
+color label printers utilizing thermal transfer technology, including the QLS-4100 Xe, QLS-2000 Xe and QLS-3000 Xe. The Xe Series of label printers are unique in the industry in that they can be directly integrated with automated production lines
+and represent a novel, patented application of multi-color thermal transfer technology, which was historically only commercialized in single-color barcode label printers. QuickLabel also sells and supports its own Pronto! ® family of barcode printers/monochrome printers which utilize single color-thermal transfer label printing
+technology. 
+Technology 
+The core technologies of Astro-Med 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. 
+We are continually improving the performance and functionality of our core technologies,
+enabling us to lead the competition with innovative products. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and registers
+its brand trademarks. While we consider our patents to be important to the operation of our business, we do not believe that any existent patent, license, trademark or other intellectual property right is of such importance that its loss or
+termination would have a material adverse effect on the Company’s business taken as a whole. 
+Manufacturing and Supplies
+Astro-Med designs its products and manufactures many of the component parts. The balance of the parts required for
+manufacture of our products are produced to our specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to our specifications, are generally available from numerous suppliers. However, we do
+obtain certain components of our products and certain finished products from sole sources. 
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2010, 2009 and 2008, we incurred costs of
+$4,819,533, $4,884,767 and $4,589,022, respectively, on Company-sponsored product
+5 
+Table of Contents 
+development. We are committed to product development as a requisite to our organic growth and expect to continue our focus on research and development efforts in fiscal 2011 and beyond.
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research diagnostics; specialty printing systems; and data acquisition and analysis. We retain a competitive position in our
+respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance and service to customers. We market our products worldwide by advertising and promotion using major national and international trade journals,
+scientific meetings and trade shows, direct mailing campaigns and the internet. 
+Our products are sold by
+direct field sales persons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field sales people located in major cities from coast to coast specializing in either Astro-Med ® T&M products, QuickLabel ® products, or Grass Technologies ® 
+products. Additionally, we have direct field sales and service centers in Canada, France, Germany and the United Kingdom staffed by our own employees. In the remaining parts of the world, Astro-Med utilizes approximately 60 independent
+dealers and representatives selling and marketing our products in 80 countries. 
+Astro-Med has a number of competitors in each
+of the markets that it serves. In the T&M area, we believe that we lead the field in data acquisition systems. In the digital color label printing field, we believe we lead the world in color label printing technology, and we were the first to
+market an electrophotographic color label printer capable of printing on continuous rollstock. 
+Our Grass
+Technologies ® products are devoted to clinical applications in electroncephalography (EEG), polysomnography
+(PSG), and Long Term Epilepsy Monitoring (LTM). There are approximately ten companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. We believe we offer superior products based upon our long
+history and pioneering efforts in the field since 1935. Unlike most of our competitors, Astro-Med designs, manufactures and produces complete systems including transducers, amplifiers, sensors and Windows-based application software. Additionally, we
+produce a range of life science products for the research market many of which eventually find their way into clinical applications. 
+No single customer accounted for 10% or more of our net sales in any of the last three fiscal years. 
+International Sales 
+In fiscal 2010, 2009 and 2008, net sales to customers in various geographic areas outside the United States, primarily in
+Canada and Western Europe, amounted to $19,735,000, $21,823,000 and $21,892,000, respectively. 
+Order Backlog 
+Astro-Med’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. Backlog at January 31, 2010 and
+2009 was $5,675,000 and $6,405,000, respectively. 
+Employees 
+As of January 31, 2010, Astro-Med employed approximately 425 people. We are generally able to satisfy our employment requirements. No
+employees are represented by a union. We believe that employee relations are good. 
+6 
+Table of Contents 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual 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 $400,000 a year for the last five fiscal years. 
+Available Information
+We make available free of charge on our Internet website (www.astro-medinc.com) the Company’s Annual Report on
+Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as
+reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2009/0001193125-10-080519/item13.txt b/raw/filings/0000008146/2009/0001193125-10-080519/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e8a9c11fb6fed887703da2c7cafcf5cb316c0837
--- /dev/null
+++ b/raw/filings/0000008146/2009/0001193125-10-080519/item13.txt
@@ -0,0 +1,4 @@
+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 2010 Annual Meeting of Shareholders.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2009/0001193125-10-080519/item9a.txt b/raw/filings/0000008146/2009/0001193125-10-080519/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..411800a4603c1eb9d70720e8b8b08af356eb52e8
--- /dev/null
+++ b/raw/filings/0000008146/2009/0001193125-10-080519/item9a.txt
@@ -0,0 +1,28 @@
+Item 9A.(T) Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
+the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based
+on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective at January 31, 2010 to ensure that the information required to be disclosed in our Exchange
+Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow
+timely decisions regarding required disclosure. 
+26 
+Table of Contents 
+Management’s Annual Report on Internal Control over Financial Reporting
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial
+reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial
+reporting and the preparation of published financial statements in accordance with generally accepted accounting principles. 
+Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or internal control over financial reporting will prevent all error and all fraud. A control system, no matter
+how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the
+benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
+Astro-Med have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts
+of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that
+any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because
+of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the
+Treadway Commission (“COSO”) as of January 31, 2010. Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2010, the Company’s internal control over
+financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the
+Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+There have been no significant changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect
+our internal control over financial reporting.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2009/0001193125-10-080519/rp_note.txt b/raw/filings/0000008146/2009/0001193125-10-080519/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2009/0001193125-10-080519/rpt_disclosure.txt b/raw/filings/0000008146/2009/0001193125-10-080519/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4aacf58ff73bdf87d4603e2464b319a312ac998a
--- /dev/null
+++ b/raw/filings/0000008146/2009/0001193125-10-080519/rpt_disclosure.txt
@@ -0,0 +1,14 @@
+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. 
+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 two sons of Mr. Pizzuti, Eric Pizzuti, as Vice President and World-Wide Sales Director of QuickLabel Systems, and
+William Pizzuti, as Regional Sales Manager (QuickLabel Systems), to whom the Company paid $122,971 and $124,243, respectively, in salary during the fiscal year ended January 31, 2011. In addition, the Company made matching contributions for the
+fiscal year 2011 under its qualified Profit-Sharing Plan and Employee Stock Ownership Plan of $2,549 and $486 to Eric Pizzuti and $2,319 and $486 to William Pizzuti. The Company also made stock option grants during the 2011 fiscal year to Messrs. E.
+Pizzuti and W. Pizzuti with a fair market value at the date of grant equal to $2,557 and $1,065, respectively. Finally, the Company made cash pay-outs for unused vacation to both Eric Pizzuti and William Pizzuti of $4,453 and $1,697, respectively.
+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, 2011 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. 
+15
\ No newline at end of file
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+10-K
+1
+d10k.htm
+FORM 10-K
+Form 10-K 
+Table of Contents 
+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, 2011 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from to
+Commission file number 0-13200 
+Astro-Med,
+Inc. 
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(Address of principal executive offices) 
+(Zip Code) 
+Registrant’s telephone number, including area code: (401) 828-4000 
+Securities registered pursuant to Section 12(b) of the Act: 
+Title of each class 
+Name of each exchange 
+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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
+Act. Yes ¨ No x 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
+Act. Yes ¨ No 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 x No ¨ 
+Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
+Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
+files). Yes ¨ No ¨ 
+Indicate by checkmark 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 the Registrant’s knowledge, in definitive proxy or information statement 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 is a large accelerated filer, an
+accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
+Large accelerated filer ¨ 
+Accelerated filer ¨ 
+Non-accelerated filer ¨ 
+Smaller reporting company x 
+(Do not check if a smaller reporting company) 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
+Exchange Act): Yes ¨ No x 
+The aggregate market value of the registrant’s voting common equity held by non-affiliates at July 30, 2010 was approximately
+$41,038,746 based on the closing price on the Nasdaq Global Market on that date. 
+As of April 12, 2011 there were
+7,289,228 shares of Common Stock (par value $0.05 per share) of the registrant outstanding. 
+DOCUMENTS INCORPORATED BY
+REFERENCE 
+Portions of the Company’s definitive Proxy Statement for the 2011 Annual Meeting of Shareholders are
+incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-7 
+Item 1A. 
+Risk Factors 
+7-10 
+Item 1B. 
+Unresolved Staff Comments 
+10 
+Item 2. 
+Properties 
+10 
+Item 3. 
+Legal Proceedings 
+10 
+Item 4. 
+Reserved 
+10 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
+11-13 
+Item 6. 
+Selected Financial Data 
+13 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of
+Operations 
+13-20 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+20 
+Item 8. 
+Financial Statements and Supplementary Data 
+20 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+20 
+Item 9A. 
+Controls and Procedures 
+21 
+Item 9B. 
+Other Information 
+21 
+PART III 
+Item 10. 
+Directors, Executive Officers and Corporate Governance 
+22-23 
+Item 11. 
+Executive Compensation 
+23 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
+Matters 
+23 
+Item 13. 
+Certain Relationships, Related Transactions and Director Independence 
+24 
+Item 14. 
+Principal Accountant Fees and Services 
+24 
+PART IV 
+Item 15. 
+Exhibits and Financial Statement Schedule 
+25-26 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+Forward-Looking Statements 
+Information included in this Annual Report on
+Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning
+future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and
+similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our
+actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in this Annual
+Report on Form 10-K under “Item 1A. Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to
+unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K. 
+PART I 
+Item 1. Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc. and
+its consolidated subsidiaries. 
+Astro-Med, Inc. designs, develops, manufactures and distributes a broad range of specialty
+printers and data acquisition and analysis systems, including both hardware and software, which incorporate advance technologies in order to acquire, store, analyze and present data in multiple formats. Target markets for products of the Company
+include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, life sciences, packaging and transportation. 
+The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers
+outside of the United States primarily by using authorized dealers and international sales representatives, who are managed from our foreign sales offices. Approximately 30% of the Company’s sales in fiscal 2011 were to customers located
+outside the United States. 
+We operate our business through three operating segments, Astro-Med Test & Measurement
+(T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Financial information by business segment and geographic area appears in Note 10 to the Consolidated Financial Statements of this Annual Report on Form 10-K. The
+following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 13 through 20 of this Annual Report on Form 10-K. 
+Description of Business 
+Product Overview 
+Astro-Med, Inc. develops and manufactures specialty printers and data acquisition systems. We sell our products under the brand names Astro-Med ® Test & Measurement (T&M),
+Grass ® Technologies (Grass ® ), and QuickLabel ® Systems
+(QuickLabel ® ). 
+Products sold under the Astro-Med ® Test & Measurement
+brand acquire and record data and print the output onto charts or electronic media. Products sold under the
+Grass ® brand electronically capture and record neurological data that is used to analyze and diagnose disorders
+such as epilepsy and sleep apnea. Products sold under the QuickLabel ® brand make labels used in product
+packaging and automatic identification applications. 
+3 
+Table of Contents 
+The Company supplies a range of products that include hardware, software and consumables to customers who are in a variety of industries. 
+Astro-Med Test & Measurement products include ruggedized printers and data acquisition systems. Current
+Astro-Med ® T&M products include the TMX™ high-speed data acquisition system, ToughWriter ® ruggedized cockpit printers, ToughSwitch ® Ethernet switches, the Dash ® 
+series data recorders, and the Everest ® telemetry recorders. 
+ToughWriter ® ruggedized cockpit printers are used in the flight deck and in the cabins of military and commercial aircraft to print hard copies of airport maps, flight
+itineraries, weather maps, gate information, and ground communications. ToughSwitch ® Ethernet switches are used
+in commercial and military aircraft and military vehicles to connect multiple computers or Ethernet devices together. These products are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under
+extreme environmental conditions. The Company is currently furnishing ToughWriter ® cockpit printers for several
+airplanes made by Airbus, Boeing, Bombardier, and Lockheed. 
+The Company’s family of portable data
+recorders, including the TMX™ and the Dash ® series (Dash 2EZ+, Dash 8Xe, Dash 8HF, Dash 8XPM, Dash 18X,
+Dash 20HF, and Dash 32HF) are used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power generating plants, automotive R&D centers, manufacturing plants, and for aerospace applications. The TMX™ data
+acquisition system is designed for data capture of long-term testing in automotive, aerospace, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including
+time-stamped and synchronized video capture data and audio notation, is important. 
+The Everest ® telemetry recorders are used widely in the aerospace industry to monitor and track space vehicles, aircraft,
+missiles and other systems in flight. Everest ® data recorders are used principally in the telemetry sector of
+the aerospace industry, where they are used to monitor parameters from an aircraft or space vehicle during flight test and vehicle launch. 
+Products sold under the Grass ® Technologies brand include
+neurophysiological recording instruments, software, stimulators, electrode preps, consumable products, and Grass’ industry-renowned electrodes. Grass ® equipment detects and amplifies neurophysiological signals for acquisition, review, and analysis via special Grass ® software. 
+Grass ® clinical equipment is primarily sold into the Sleep Disorders (PSG), Routine/Ambulatory EEG, and Long-Term Epilepsy
+Monitoring (LTM) diagnostic markets, and is sold to hospitals, free-standing clinics, and private physicians’ offices. Current Grass ® clinical products include the FDA-listed
+Grass ® S12X Cortical Stimulator for cortical stimulation mapping to aid in cortical resection procedures, the
+TREA ® ambulatory EEG recorder, the SleepTrek ® 3 at-home sleep screener, a small lightweight physiological data recorder, and TWin ® Neurotrac-III Neuromonitoring Software for computing and displaying long-term trends during continuous EEG monitoring in the ICU, NICU, OR, and Seizure Monitoring
+units. 
+Grass ® research products consist of square pulse stimulators; including the S88X dual-output with digital controls model and the SD9 student research model, as well as
+amplifiers, including the LP511 high performance AC model and P122 AC/DC Strain Gage model as well as the 15LT Amplifier System. Customers of the Grass ® research line are typically university research centers or pharmaceutical companies engaged in drug research. The Grass ® consumable products are comprised predominantly of sensing devices used to collect physiological data and are
+utilized with the systems described above. 
+Products sold under the QuickLabel ® brand include short-run, digital color label printers developed for in-house label printing, labeling software,
+label and tag substrates, label printing inks including thermal transfer ribbons, toners, and inkjet inks; custom label printing services, and a range of printer accessories. The breadth of the product line allows QuickLabel sales and support staff
+to serve customers at virtually every level of their label printing needs. 
+4 
+Table of Contents 
+With its broad range of entry-level, mid-range, and high-performance
+digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel ® products are primarily sold to end-user manufacturers, processors, and retailers who label products on a just-in-time basis, private label, contract package, or label
+products in foreign languages for export markets. These end-users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals,
+cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods. 
+Current QuickLabel ® models include the Vivo! ® 
+Touch, a patented electrophotographic color label printer developed to print full-color variable information labels in an office or factory; the Zeo! ® , an entry-level inkjet label printer developed in partnership with Hewlett-Packard; and the Xe series of digital color label printers utilizing thermal transfer
+technology, including the QLS-4100 Xe, QLS-2000 Xe and QLS-3000 Xe. The Xe Series of label printers are unique in the industry in that they can be directly integrated with automated production lines and represent a novel, patented application of
+multi-color thermal transfer technology, which was historically only commercialized in single-color barcode label printers. QuickLabel also sells and supports its own Pronto! ® family of barcode printers/monochrome printers which utilize single color-thermal transfer label printing technology. 
+Technology 
+The core
+technologies of Astro-Med 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. 
+We are continually improving the performance and functionality of our core technologies, enabling us to lead the competition with
+innovative products. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and registers its brand trademarks. While we consider our patents to be
+important to the operation of our business, we do not believe that any existent patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the
+Company’s business taken as a whole. 
+Manufacturing and Supplies 
+Astro-Med designs its products and manufactures many of the component parts. The balance of the parts required for manufacture of our
+products are produced to our specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to our specifications, are generally available from numerous suppliers. However, we do obtain certain
+components of our products and certain finished products from sole sources. 
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2011 and 2010, we incurred costs of $5,020,000
+and $4,820,000, respectively, on Company-sponsored product development. We are committed to product development as a requisite to our organic growth and expect to continue our focus on research and development efforts in fiscal 2012 and beyond.
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research diagnostics; specialty printing systems; and data acquisition and analysis. We retain a competitive position in our
+respective markets by 
+5 
+Table of Contents 
+virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. We market our products worldwide by advertising and promotion using major national
+and international trade journals, scientific meetings and trade shows, direct mailing campaigns, and the internet. 
+Our products are sold by direct field sales persons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field sales people located in major
+cities from coast to coast specializing in either Astro-Med ® T&M products, QuickLabel ® products, or Grass ® Technologies products. Additionally, we have direct field sales and service centers in Canada, France, Germany and the United Kingdom staffed by our own employees. In
+the remaining parts of the world, Astro-Med utilizes approximately 60 independent dealers and representatives selling and marketing our products in 50 countries. 
+Astro-Med has a number of competitors in each of the markets that it serves. In the T&M area, we believe that we lead the field in data acquisition systems. In the digital color label printing field,
+we believe we lead the world in color label printing technology, and we were the first to market an electrophotographic color label printer capable of printing on continuous rollstock. 
+Our Grass ® Technologies products are devoted to clinical applications in electroncephalography (EEG), polysomnography (PSG), and Long Term Epilepsy Monitoring (LTM). There are
+approximately ten companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. We believe we offer superior products based upon our long history and pioneering efforts in the field since 1935. Unlike
+most of our competitors, Astro-Med designs, manufactures and produces complete systems including transducers, amplifiers, sensors and Windows-based application software. Additionally, we produce a range of life science products for the research
+market many of which eventually find their way into clinical applications. 
+No single customer accounted for 10% or more of our
+net sales in any of the last two fiscal years. 
+International Sales 
+In fiscal 2011 and 2010, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western
+Europe, amounted to $20,402,000 and $19,735,000, respectively. 
+Order Backlog 
+Astro-Med’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 may not indicate future sales trends. Backlog at January 31, 2011 and
+2010 was $7,114,000 and $5,675,000, respectively. 
+Employees 
+As of January 31, 2011, Astro-Med employed 423 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual 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 averaged approximately $570,000 a year for the last five fiscal years. 
+Available Information 
+We make available free of charge on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly
+Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to 
+6 
+Table of Contents 
+those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such
+material with, or furnishes it to, the Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Item 1A. Risk Factors 
+The following risk factors should be carefully considered in evaluating Astro-Med because such factors may have a significant impact on
+our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties
+not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, Astro-Med’s business, operating results, liquidity and
+financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment. 
+Depressed general economic conditions and uncertainties in the global credit and equity markets may adversely affect Astro-Med’s results of
+operation and financial position. 
+Our business is sensitive to changes in general economic conditions, both inside and
+outside the U.S. Worldwide financial markets have experienced extreme disruption in the past few years which are likely to have an ongoing adverse effect on the world economy. We are unable to predict how long the economic downturn will last or the
+strength or duration of an economic recovery. A continuing and/or a return to an economic downturn may adversely impact our business resulting in: 
+• 
+Reduced demand for our products realized by diminished new orders and increases in order cancellations; 
+• 
+Increased risk of excess and obsolete inventories; 
+• 
+Increased pressure on the prices for our products and services; 
+• 
+Greater difficulty in collecting accounts receivables; and 
+• 
+Greater risk of impairment to the value and liquidity of our investment portfolio. 
+Astro-Med’s operating results and financial condition could be harmed if the markets into which we sell our product decline or do not grow as
+anticipated. 
+Any decline in our customers’ markets or in their general economic conditions, including declines
+related to the current market disruptions as described above, would likely result in a reduction in demand for our products. For example, although we have experienced measured progress in fiscal 2011 as sales have increased from prior years, we are
+still affected by the continued global economic downturn as some of our customers remain reluctant to make capital equipment purchases and are limiting consumable product purchases to quantities necessary to satisfy immediate needs with no
+provisions to stock supplies for future use. Also, if our customers’ markets decline, we may not be able to collect on outstanding amounts due to us. Such declines could harm our results of operations, financial position and cash flows and
+could limit our ability to continue to remain profitable. 
+Astro-Med’s cost reduction and operational efficiency programs may not
+achieve the intended results 
+Changing economic and business conditions may dictate that we undertake a plan of cost
+and operational efficiency reductions. We cannot be certain that these programs will achieve their intended results. Additionally, these programs may be misplaced or insufficient for purposes of positioning us for further growth, in which our
+long-term competitive position may suffer. Failure of these programs, if any, could have a material adverse affect on our results of operations and financial position. 
+7 
+Table of Contents 
+Astro-Med’s future revenue growth depends on our ability to introduce new products and services
+on a timely basis and achieve market acceptance of these new products and services. 
+The markets for our products are
+characterized by rapidly changing technology and accelerating product introduction cycles. Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying high-quality,
+cost-effective products, product enhancements and services on a timely basis and by keeping pace with technological developments and emerging industry standards. The success of our new products will also depend on our ability to differentiate our
+offerings from our competitors’ offerings; price our products competitively; anticipate our competitor’s development of new products; and maintain high levels of product quality and reliability. Astro-Med spends a significant amount of
+time and effort related to the development of our Ruggedized and Color Printer products as well as our Test and Measurement products. Failure to further develop any of our new products and their related markets as anticipated could adversely affect
+our future revenue growth and operating results. 
+Economic, political and other risks associated with international sales and operations
+could adversely affect Astro-Med’s results of operations and financial position. 
+Because we sell our products
+worldwide, our business is subject to risks associated with doing business internationally. Revenue from international operations, which includes both direct and indirect sales to customers outside the U.S. accounted for approximately 30% of our
+total revenue for fiscal year 2011 and we anticipate that international sales will continue to account for a significant portion of our revenue. In addition, many of our employees, suppliers, job functions and facilities are located outside the U.S.
+Accordingly, our future results could be harmed by a variety of factors, including: 
+• 
+Interruption to transportation flows for delivery of parts to us and finished goods to our customers; 
+• 
+Customer and vendor financial stability; 
+• 
+Changes in foreign currency exchange rates; 
+• 
+Changes in a specific country’s or region’s environment including political, economic, regulatory or other conditions;
+• 
+Trade protection measures and import or export licensing requirements; 
+• 
+Negative consequences from changes in tax laws; 
+• 
+Difficulty in staffing and managing international operations; 
+• 
+Differing labor regulations; 
+• 
+Differing protection of intellectual property; 
+• 
+Unexpected changes in regulatory requirements; and 
+• 
+Geopolitical turmoil, including terrorism and war. 
+Astro-Med’s profitability is dependent upon our ability to obtain adequate pricing for our products and to improve our cost structure. 
+Our success depends on our ability to obtain adequate pricing for our products and services which provides a reasonable return to our
+shareholders. Depending on competitive market factors, future prices we obtain for our products and services may decline from previous levels. In addition, pricing actions to offset the effect of currency devaluations may not prove sufficient to
+offset further devaluations or may not hold in the face of customer resistance and/or competition. If we are unable to obtain adequate pricing for our products and services, our results of operations and financial position could be materially
+adversely affected. 
+We are continually reviewing our operations with a view towards reducing our cost structure, including but
+not limited to downsizing our employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. From time to time we also engage in restructuring actions
+8 
+Table of Contents 
+to reduce our cost structure. If we are unable to maintain our cost base at or below the current level and maintain process and systems changes resulting from current cost reduction and prior
+restructuring actions, our results of operations and financial position could be materially adversely affected. 
+Astro-Med could incur
+liabilities as a result of installed product failures due to design or manufacturing defects. 
+Astro-Med could incur
+liabilities as a result of installed product failures due to design or manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These defects could result in among other things, a delay in
+recognition of sales, loss of sales, loss of market share, failure to achieve market acceptance or substantial damage to our reputation. We could be subject to material claims by customers, and may need to incur substantial expenses to correct any
+product defects. 
+Astro-Med is subject to laws and regulations; failure to address or comply with these laws and regulations could harm
+our business and adversely affect our results of operations. 
+Our operations are subject to laws, rules, regulations,
+including environmental regulations, government policies and other requirements in each of the jurisdictions in which we conduct business. Changes in laws, rules, regulations, policies or requirements could result in the need to modify our products
+and could affect the demand for our products, which may have an adverse impact on our future operating results. In addition, we must comply with new regulations restricting our ability to include lead and certain other substances in our products. If
+we do not comply with applicable laws, rules and regulations we could be subject to costs and liabilities and our business may be adversely impacted. 
+A number of our products from our Grass Technologies product group are subject to regulation by the United States Food and Drug Administration (“FDA”) and certain similar foreign regulatory
+agencies. If we or any of our suppliers or distributors fail to comply with FDA and other applicable regulatory requirements or are perceived potentially to have failed to comply, we may face, among other things, adverse publicity affecting both us
+and our customers; investigations or notices of non-compliance; fines, injunctions and civil penalties; partial suspensions or total shutdown of production facilities or the imposition of operating restrictions; increased difficulty in obtaining
+required FDA clearances or approvals; seizures or recalls of our products or those of our customers, and/or the inability to sell our products. 
+Adverse conditions in the global banking industry and credit markets may adversely impact the value of our investments or impair our liquidity.
+At the end of fiscal 2011, we had cash and cash equivalents of approximately $8 million invested or held in a mix of
+money market funds, time deposit accounts and bank demand deposit accounts. The continued disruptions in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed
+as highly liquid. Any failure of our counterpart financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results of operations and financial position. As of
+January 31, 2011, we also had an approximate $13 million portfolio of securities available for sale. This portfolio consists of state and municipal securities with various maturity dates, all of which have a credit rating of AA or above at the
+original purchase date; however, failure of any of these securities may result in an adverse impact on our portfolio. 
+Astro-Med may not
+be able to effectively integrate businesses or assets acquired. 
+We may identify and pursue acquisitions of
+complementary companies and strategic assets, such as customer bases, products and technology. However, there can be no assurance that we will be able to identify suitable acquisition opportunities. In December 2009, we acquired Label Line Ltd.
+(Label Line), a manufacturer of labels and tags which has become part of our QuickLabel Systems brand. In any acquisition that we complete, including the acquisition of Label Line, we cannot be certain that: 
+• 
+We will successfully integrate the operations of the acquired business with our own; 
+• 
+All the benefits expected from such integration will be realized; 
+9 
+Table of Contents 
+• 
+Management’s attention will not be diverted or divided, to the detriment of current operations; 
+• 
+Amortization of acquired intangible assets will not have a negative effect on operating results or other aspects of our business;
+• 
+Delays or unexpected costs related to the acquisition will not have a detrimental effect on our business, operating results and financial
+condition; 
+• 
+Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse effect on our reputation; and
+• 
+Respective operations, management and personnel will be compatible. 
+In certain instances as permitted by applicable law and NASDAQ rules, acquisitions may be consummated without seeking and obtaining
+shareholder approval, in which case shareholders will not have an opportunity to consider and vote upon the merits of such an acquisition. Although we will endeavor to evaluate the risks inherent in a particular acquisition, there can be no
+assurance that we will properly ascertain or assess such risks. 
+Item 1B. Unresolved Staff
+Comments 
+None 
+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. 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Warwick, Rhode Island, USA 
+135,500 
+Corporate headquarters, research and development, manufacturing, sales and service 
+Rockland, Massachusetts, USA 
+36,000 
+Manufacturing 
+Slough, England 
+1,700 
+Sales and service 
+Astro-Med also leases
+facilities in various other locations. The following information pertains to each location: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+Asheboro, North Carolina, USA 
+75,000 
+Manufacturing 
+Brossard, Quebec, Canada 
+7,900 
+Manufacturing, sales and service 
+Rodgau, Germany 
+6,835 
+Manufacturing, sales and service 
+Trappes, France 
+2,164 
+Sales and service 
+Schaumburg, Illinois, USA 
+1,131 
+Sales 
+El Dorado Hills, California, USA 
+273 
+Sales 
+Newport Beach, California, USA 
+151 
+Sales 
+We believe our facilities are well
+maintained, in good operating condition and generally adequate to meet our 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. Reserved 
+10 
+Table of Contents 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+Astro-Med’s common stock trades on The NASDAQ Global Market under the symbol “ALOT.” The following table sets forth the
+range of high and low closing prices and dividend data, as furnished by NASDAQ, for the years ended January 31: 
+High 
+Low 
+Dividends 
+Per Share 
+2011 
+First Quarter 
+$ 
+8.05 
+$ 
+7.31 
+$ 
+0.07 
+Second Quarter 
+$ 
+7.75 
+$ 
+6.93 
+$ 
+0.07 
+Third Quarter 
+$ 
+7.49 
+$ 
+6.60 
+$ 
+0.07 
+Fourth Quarter 
+$ 
+7.95 
+$ 
+6.90 
+$ 
+0.07 
+2010 
+First Quarter 
+$ 
+7.00 
+$ 
+4.60 
+$ 
+0.06 
+Second Quarter 
+$ 
+6.24 
+$ 
+5.01 
+$ 
+0.06 
+Third Quarter 
+$ 
+7.38 
+$ 
+5.17 
+$ 
+0.06 
+Fourth Quarter 
+$ 
+7.69 
+$ 
+6.07 
+$ 
+0.06 
+Astro-Med had
+approximately 302 shareholders of record as of April 1, 2011, which does not reflect shareholders with beneficial ownership in shares held in nominee name. 
+11 
+Table of Contents 
+Stock Performance Graph 
+The graph below shows a comparison of the cumulative total return on the Company’s common stock against the cumulative total returns for the NASDAQ Composite Index and the NASDAQ Electronic Index for
+the period of five fiscal years ended January 31, 2011. The NASDAQ Composite Index is calculated using all companies trading on the NASDAQ Global Select, NASDAQ Global Market and the NASDAQ Capital Markets through January 31, 2011. The
+Index is weighted by the current shares outstanding and assumes dividends reinvested. The NASDAQ Electronic Index, designated as the Company’s peer group index, is comprised of companies classified as electronic equipment manufacturers.
+Cumulative Total Returns* 
+2006 
+2007 
+2008 
+2009 
+2010 
+2011 
+Astro-Med, Inc. 
+$ 
+100.00 
+$ 
+129.25 
+$ 
+122.94 
+$ 
+90.75 
+$ 
+97.89 
+$ 
+98.24 
+NASDAQ Electronic Index 
+$ 
+100.00 
+$ 
+104.52 
+$ 
+99.00 
+$ 
+59.16 
+$ 
+91.70 
+$ 
+109.54 
+NASDAQ Composite Index 
+$ 
+100.00 
+$ 
+68.67 
+$ 
+105.04 
+$ 
+52.33 
+$ 
+76.81 
+$ 
+97.68 
+* 
+Assumes $100 invested on February 1, 2006 with reinvestment of dividends 
+Dividend Policy 
+Astro-Med began a program of paying quarterly cash
+dividends in fiscal 1992 and has paid a dividend for 78 consecutive quarters. On March 15, 2010, the Board of Directors voted to increase the quarterly dividend by $.01 per share to $0.07 per share beginning with the first quarter of fiscal
+2011, and as such, has paid a dividend of $0.28 per share for fiscal 2011. 
+Stock Repurchases 
+On August 16, 2004, Astro-Med announced that its Board of Directors had approved the repurchase of 600,000 shares of common stock.
+This is an ongoing authorization without any expiration date. 
+12 
+Table of Contents 
+During the fourth quarter of fiscal 2011, the Company made the following repurchases of its
+common stock: 
+Total Number 
+of Shares 
+Repurchased 
+Average 
+Price paid 
+Per Share 
+Total Number of 
+Shares Purchased as 
+Part of Publicly 
+Announced Plans
+or 
+Programs 
+Maximum Number 
+of Shares That 
+May Be 
+Purchased 
+Under The Plans 
+or
+Programs 
+October 31 – November 27 
+100,000 
+$ 
+7.03 
+100,000 
+254,089 
+November 28 – December 25 
+— 
+— 
+— 
+254,089 
+December 26 – January 31 
+— 
+— 
+— 
+254,089 
+Item 6.
+Selected Financial Data 
+We are a “smaller reporting company” and, as such, are not required
+to provide this information. 
+Item 7. Management’s Discussion and Analysis of Financial
+Condition and Results of Operations 
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad range of products that acquire, store, analyze and present data in multiple formats. The
+Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its products and services through the following three sales product
+groups: 
+• 
+Test and Measurement Product Group (T&M)—represents a suite of telemetry recorder products sold to the aerospace and defense industries, as
+well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including automotive, energy, paper and steel fabrication. In addition, T&M also includes a suite of ruggedized printer
+products designed for military and commercial applications to be used in the avionics industry to print weather maps, communications and other critical flight information. 
+• 
+QuickLabel Systems Product Group (QuickLabel)—offers hardware, software and consumable products that create on demand color labels and store and
+produce images in color or non-color formats on a broad range of media substrates. 
+• 
+Grass Technologies Product Group (Grass)—centers on diagnostic and monitoring products that serve the clinical neurophysiology markets, as well as
+a range of biomedical instrumentation products and consumable supplies focused on the life sciences markets. 
+Astro-Med markets and sells its products and services globally through a diverse distribution structure of sales personnel, manufacturing
+representatives and authorized dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+Our growth strategy centers on organic growth through product innovation made possible by research and development initiatives, as well as strategic acquisitions that fit into existing core businesses.
+Research and development activities are funded and expensed by the Company at approximately 7.1% of annual sales for fiscal 2011. We also continue to invest in sales and marketing initiatives by expanding the existing sales force and increasing
+spending on various marketing campaigns to achieve our goals of sales growth and increased profitability notwithstanding today’s challenging economic environment. 
+13 
+Table of Contents 
+Results of Operations 
+($ in thousands) 
+2011 
+2010 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+% Change 
+Over Prior Year 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+T&M 
+$ 
+14,837 
+20.9 
+% 
+4.1 
+% 
+$ 
+14,247 
+22.2 
+% 
+QuickLabel 
+39,500 
+55.6 
+% 
+18.6 
+% 
+33,294 
+52.0 
+% 
+Grass 
+16,679 
+23.5 
+% 
+1.1 
+% 
+16,490 
+25.8 
+% 
+Total 
+$ 
+71,016 
+100.0 
+% 
+10.9 
+% 
+$ 
+64,031 
+100.0 
+% 
+Fiscal 2011 compared to Fiscal 2010 
+Astro-Med’s sales in fiscal 2011 were $71,016,000, representing a 10.9% increase as compared to prior year’s sales of $64,031,000. Domestic sales of $50,614,000 increased 14.3% from the prior
+year sales of $44,296,000. International shipments of $20,402,000 have also increased 3.4% as compared to previous year’s sales of $19,735,000 despite a $392,000 negative impact due to foreign exchange rates. 
+Hardware sales in fiscal 2011 were $28,686,000, a nominal increase as compared to prior year’s sales of $28,303,000. The increase in
+hardware sales in the current year as compared to the prior year was primarily due to the demand for T&M’s new TMX line as well as the 12.6% increase in sales of the Ruggedized product line within T&M product group. Also contributing to
+the increase in current year sales was the 7.0% increase in sales of QuickLabel printers and the 13.1% increase in Grass Technologies’ clinical line of diagnostic systems, especially Long Term Epilepsy Monitoring Systems. However, the increase
+in the current year’s hardware sales was tempered by lower sales of T&M’s recorder and data acquisition product lines, as well as lower sales of Grass Technologies’ research line of products. 
+Consumable sales in fiscal 2011 were $37,113,000, representing a 20.1% increase compared to prior year sales of $30,904,000. The overall
+increase in consumable sales for the current year was primarily due to sales in the QuickLabel product group which were up $5,530,000 or 21.4% as compared to prior year’s sales. QuickLabel’s increased level of consumable sales in the
+current year is due to an increase in consumable demand from the Company’s installed base of printer customers, as well as label shipments from the Asheboro, North Carolina business, acquired in December 2009. Also contributing to the increase
+in consumable sales for the current fiscal year was a 10.5% increase in Grass’ electrodes and creams product line sales, as well as a 39.5% increase in T&M’s chart paper product line. 
+Service and other sales revenue in fiscal 2011 were $5,217,000, an 8.2% increase compared to prior year sales of $4,824,000 due to an
+overall increase in freight, service and repair revenue. 
+The Company achieved $28,666,000 in gross profit for fiscal 2011 and
+generated a gross profit margin of 40.4% as compared to prior year’s gross profit margin of 41.6%. The decline in gross profit margin for the current year is due to unfavorable mix of lower margin products included in our net sales, as well as
+higher manufacturing costs and lower factory absorption at our West Warwick and Asheboro facilities. 
+Operating expenses for
+the current year were $26,011,000, representing a 5.5% increase from prior year’s operating expenses of $24,664,000. Specifically, selling and marketing expenses increased 8.8% from prior year to $16,690,000 in fiscal 2011, representing 23.5%
+of sales, a slight decrease as compared to the prior year’s 24.0% of sales. The increase in selling and marketing was primarily the result of increases in wages, benefits and commissions due to personnel additions and sales growth. The increase
+in sales and marketing was also impacted by the increase in travel spending for fiscal 2011. General and administrative (G&A) expenses declined 4.5% from prior year to $4,300,000 in fiscal 2011. The reduced G&A expense was primarily due to a
+decrease in banking and professional service fees as compared to the prior year. Funding of research & development (R&D) in fiscal 2011 has increased 4.1% to $5,020,000. The increase in R&D for fiscal 2011 is primarily due to the
+14 
+Table of Contents 
+increase in outside services and is consistent with the Company’s focus on development of new products and enhancement of existing products to promote future growth. The R&D spending
+level for fiscal 2011 represents 7.1% of net sales, a slight decrease from the prior year’s level of 7.5%. 
+In fiscal
+2011, the Company recognized a $104,000 gain on legal settlement for interest and attorney fees recognized as a result of damages collected from a lawsuit filed against a former employee and competitor business. 
+Other income in fiscal 2011 was $24,000, down from $328,000 in fiscal 2010. This lower level of other income is a result of lower
+investment income, due to lower overall interest rates, as well as foreign exchange losses recognized in the current year due to the continued strengthening of the US dollar. Additionally, other income for fiscal 2010 included a $112,000 gain on
+bargain purchase related to the December 2009 acquisition of our Asheboro facilities. 
+Astro-Med’s fiscal 2011 pretax
+income was reduced by approximately $333,000 related to stock-based compensation expense as compared to fiscal 2010 pretax income which was reduced by approximately $414,000 in stock-based compensation expense. 
+During fiscal 2011, the Company recognized income tax expense of $722,000 and had an effective tax rate of 25.9%. The current year’s
+income tax expense includes a benefit of $241,000 related to the resolution of a previously uncertain tax position and a benefit of $143,000 related to a favorable adjustment in the filing of the prior year’s tax returns. This compares to
+income tax expense of $916,000 and an effective tax rate of 24.9% in fiscal 2010 which includes 1) a benefit of $335,000 related to the resolution of a previously uncertain tax position as a result of the conclusion of an IRS examination of the
+Company’s federal returns for the fiscal year 2008; 2) a benefit of $88,000 related to the difference in foreign tax rates; and 3) a benefit of $25,000 related to differences between the prior year tax provision and the actual return as filed.
+Net income for fiscal 2011 was $2,062,000 providing a return of 2.9% on sales and generating an EPS of $0.28 per diluted
+share. Included in net income is a $63,000 gain, net of tax, related to the settlement of a legal matter equal to $0.01 per diluted share; $241,000 tax benefit pertaining to previously uncertain tax positions realized equal to $0.03 per diluted
+share and a $143,000 tax benefit relating to a favorable adjustment in the filing of the prior year’s tax returns equal to $0.02 per diluted share. On a comparative basis, fiscal 2010 net income was $2,766,000 providing a return of 4.3% on
+sales and an EPS of $0.38 per diluted share. Included in fiscal net income for 2010 is a $904,000 gain, net of tax, related to the settlement of a legal matter equal to $0.12 per diluted share; a $335,000 tax benefit pertaining to previously
+uncertain tax positions realized equal to $0.05 per diluted share; and a $112,000 gain on bargain purchase related to the acquisition of Label Line equal to $0.02 per diluted share. 
+Segment Analysis 
+Astro-Med reports three segments consistent with its
+sales product groups: Test & Measurement (T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Segment performance is evaluated based on the operating segment’s profit before corporate and financial administration
+expenses. 
+15 
+Table of Contents 
+The following table summarizes selected financial information by segment: 
+(Dollars in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit as 
+a % of Net Sales 
+2011 
+2010 
+2011 
+2010 
+2011 
+2010 
+T&M 
+$ 
+14,837 
+$ 
+14,247 
+$ 
+1,200 
+$ 
+1,148 
+8.1 
+% 
+8.1 
+% 
+QuickLabel 
+39,500 
+33,294 
+1,847 
+2,517 
+4.7 
+% 
+7.6 
+% 
+Grass 
+16,679 
+16,490 
+3,358 
+2,217 
+20.1 
+% 
+13.4 
+% 
+Total 
+$ 
+71,016 
+$ 
+64,031 
+6,405 
+5,882 
+9.0 
+% 
+9.2 
+% 
+Corporate Expenses 
+3,749 
+3,919 
+Gain on Legal Settlement 
+104 
+1,391 
+Operating Income 
+2,760 
+3,354 
+Other Income, Net 
+24 
+328 
+Income Before Income Taxes 
+2,784 
+3,682 
+Income Tax Provision 
+722 
+916 
+Net Income 
+$ 
+2,062 
+$ 
+2,766 
+Test & Measurement 
+T&M’s sales increased 4.1% in fiscal 2011 to $14,837,000 from $14,247,000 in the prior year. The increase is primarily
+attributable to the demand for the new TMX product line, as well as, the double-digit growth in the Ruggedized printer product line. The current year sales increase is tempered by declining sales in the Dash data acquisition and recorder product
+lines as compared to the prior year. T&M’s segment operating profit was $1,200,000 in fiscal 2011, as compared to prior year’s segment operating profit of $1,148,000. The fiscal 2011 increase in operating profits is an outgrowth of
+higher sales and lower selling and marketing expenses. Despite the slight increase in operating profit, the fiscal 2011 segment operating profit margin remained at 8.1%, comparable to the fiscal 2010 operating profit margin of 8.1%. 
+QuickLabel Systems 
+QuickLabel Systems sales increased 18.6% in fiscal 2011 to $39,500,000 from sales of $33,294,000 in the prior year. The increase in current year is primarily attributable to the consumable product line
+which increased $5,530,000 or 21.4% from the prior year. Within the consumables line, label and tag product line sales made a significant contribution to the overall growth rate, due to the newly acquired Asheboro, North Carolina business, as well
+as the increased base of installed printers placed in service. QuickLabel’s hardware line of printers also reported an increase in current year revenue. The 6.8% increase in hardware sales was primarily driven by the growth in the color printer
+line, with unit contributions of sales from the new Vivo! Touch product line. QuickLabel’s fiscal 2011 segment operating profit was $1,847,000 reflecting a profit margin of 4.7%, compared to prior year’s segment profit margin of 7.6%. The
+decline in operating margin for fiscal 2011 is due to unfavorable mix of lower margin products included in our net sales, higher manufacturing costs and lower factory utilization, as well as, higher operating expenses. 
+Grass Technologies 
+Grass sales in fiscal 2011 were $16,679,000 as compared to $16,490,000 in the prior year. This year’s sales represent a slight increase over prior year’s sales as a result of the increase in
+Grass’ Clinical line of diagnostic products including EEG, Sleep Systems and Long-Term Epilepsy monitoring which reported a 13.1% increase as compared to the prior year. Also making a positive contribution to sales volume during the current
+year was the 
+16 
+Table of Contents 
+line of consumable products of electrodes and creams which reported a 10.3% growth in sales as compared to prior year. The current year increase in Grass sales was tempered by the 31.6% decrease
+in the Research line of products, as well as a 6.0% decrease in service and other revenue. Grass operating profit increased 51.5% to $3,358,000 resulting in a 20.1% profit margin as compared to prior year’s profit margin of 13.4%. The increased
+profitability is an outgrowth of favorable product mix of higher margin products included in net sales, as well as lower manufacturing costs and lower operating expenses. 
+Liquidity and Capital Resources 
+The Company expects to finance its future
+working capital needs, capital expenditures and acquisition requirements through internal funds and believes that cash provided by operations will be sufficient to meet our operating and capital needs for at least the next twelve months. To the
+extent our capital and liquidity requirements are not satisfied internally, we may utilize a $5.0 million revolving bank line of credit which was entered into on December 1, 2010 with Wells Fargo Bank, all of which is currently available.
+Borrowings under this line of credit bear interest at either a fluctuating rate equal to 75 basis points below the base rate, as defined in the agreement, or at a fixed rate equal to 150 basis points above LIBOR. 
+Astro-Med’s Statements of Cash Flows for the two years ended January 31, 2011 and 2010 are included on page 33. Net cash flows
+provided by operating activities was $1,110,000 in the current year compared to net cash provided by operating activities of $5,850,000 in the previous year. The declining cash flows are primarily related to higher working capital requirements.
+Accounts receivables increased to $11,112,000 at January 31, 2011, as compared to $9,173,000 at January 31, 2010. The accounts receivable collection cycle increased to 54 days sales outstanding at January 31, 2011 as compared to 49
+days outstanding at prior year end due to the increase in slower paying customers. Inventory balances increased to $14,405,000 at January 31, 2011, compared to $12,039,000 at the end of the previous year due to the build up of inventory in
+anticipation of QuickLabel’s new product launch. Inventory days on hand also increased to 124 days on hand at the end of the current quarter from 114 days at year end. 
+Net cash flow used in investing activities for fiscal 2011 was $5,404,000 which included cash used for capital expenditures of approximately $2,090,000 including $1,187,000 for building improvements,
+$499,000 for machinery and equipment, $220,000 for tools and dies, $138,000 for information technology and $46,000 for furniture and fixtures. 
+Net cash flow used by financing activities was $2,141,000 in fiscal 2011. During the year the Company paid dividends of $2,036,000 and purchased $976,000 of the Company’s stock. Also during the
+current year, the Company generated $672,000 in cash through the exercise of employee stock options and Employee Stock Purchase Plan transactions. 
+Dividends paid for fiscal 2011 and 2010, were $2,036,000 and $1,713,000, respectively. The Company’s annual dividend per share was $0.28 in fiscal 2011 and $0.24 in fiscal 2010. Since the inception
+of the common stock buy back program in fiscal 1997, the Company has repurchased 1,420,010 shares of its common stock. At January 31, 2011, the Company has the Board of Directors’ authorization to purchase an additional 254,089 shares of
+the Company’s common stock in the future. 
+Contractual Obligations, Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of
+matters, such as: contract and employment claims; workers compensation claims; product liability claims; warranty claims; and claims related to modification, adjustment or replacement of component parts of units sold. While it is impossible to
+ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a
+material adverse effect on our consolidated financial position or results of operations. It is possible, however, that results of operations for any particular future period could be materially affected by changes in our assumptions or strategies
+related to these contingencies or changes out of the Company’s control. 
+17 
+Table of Contents 
+Critical Accounting Policies and Estimates 
+Astro-Med’s discussion and analysis of financial condition and results of operations are based upon the Company’s Consolidated
+Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of our accounting policies require the application of judgment in selecting the appropriate assumptions for
+calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and
+estimates are reasonable for our interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If
+different conditions result from those assumptions used in our judgments, the results could be materially different from our estimates. We believe the following are our most critical accounting policies as they require significant judgments and
+estimates in the preparation of our financial statements: 
+Revenue Recognition : The majority of our product sales are
+recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is
+reasonably assured. When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting. This evaluation occurs at inception of the arrangement
+and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when
+the same or similar element is sold separately. 
+Revenue is recognized when revenue recognition criteria for each unit of
+accounting are met. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. All of our equipment contains embedded operating systems and data management software which
+is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system.
+Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized
+before the customer acceptance criteria are satisfied. 
+Astro-Med recognizes revenue for non-recurring engineering (NRE) fees
+for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases,
+we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue. 
+Infrequently,
+the Company receives requests from customers to hold product being purchased from us for the customers’ convenience. We recognize revenue for such bill and hold arrangements provided the transaction meets the following criteria: a valid
+business purpose for the arrangement exists; risk of ownership of the purchased product has transferred to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the product is ready for
+shipment; the payment terms are customary; we have no continuing performance obligation in regards to the product and the product have been segregated from our inventories. 
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost of sales and general and administrative expense,
+respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might impact the historical analysis such as new product
+introduction for warranty and bankruptcies of particular customers for bad debts. We also periodically evaluate the adequacy of our reserves for warranty and bad debts recorded in its consolidated balance sheet as a further test to ensure the
+adequacy of the recorded provisions. Warranty and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required in determining the appropriate
+18 
+Table of Contents 
+amounts to record and such judgments may prove to be incorrect in the future. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in
+material adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+Inventories:
+Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess
+inventory consists of analyzing the inventory supply on hand and estimating the net realizable value of the inventory based on historical experience, current business conditions and anticipated future sales. We believe that our procedures for
+estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual experience. 
+Income Taxes: A valuation allowance is established when it is “more-likely-than-not” that all or a portion of deferred tax assets will not be realized. A review of all available
+positive and negative evidence must be considered, including our performance, the market environment in which we operate, length of carryforward periods, existing sales backlog and future sales projections. If actual factors and conditions differ
+materially from the estimates made by management, the actual realization of the net deferred tax assets or liabilities could vary materially from the amounts previously recorded. At January 31, 2011, the Company has provided valuation
+allowances for future tax benefits resulting from certain R&D tax credits which could expire unused. 
+The calculation of
+tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions. Although guidance on the accounting for uncertain income taxes prescribes
+the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. If the ultimate resolution of tax uncertainties is different
+from what we have estimated, our income tax expense could be materially impacted. 
+Long-Lived Assets and
+Goodwill: The impairment of long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of
+recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on
+the fair value of the asset. 
+Management evaluates the recoverability of goodwill annually or more frequently if events or
+changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book
+value of a segment exceeds its estimated fair value. Fair values are established using a discounted cash flow methodology based on the long-range planning forecast. 
+Share-Based Compensation: Share-based compensation expense is based on the estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of
+share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options) the risk free interest rate and the Company’s dividend yield. The
+stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted average expected life of our options. Management evaluated whether there were factors during that period
+which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior
+grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option groups. The risk-free interest rate used in the model is based on the actual U.S. Treasury zero coupon
+rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which
+the employee does not render the requisite service. 
+19 
+Table of Contents 
+Recent Accounting Pronouncements 
+Reference is made to Note 1 of our Consolidated Financial Statements included herein. 
+Item 7A. Quantitative and Qualitative Disclosures about Market Risk 
+The registrant is a smaller reporting company and is not required to provide this information. 
+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 15(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) 
+2011 
+Q1 
+Q2 
+Q3 
+Q4 
+Net Sales 
+$ 
+17,077 
+$ 
+17,753 
+$ 
+18,329 
+$ 
+17,857 
+Gross Profit 
+$ 
+6,865 
+$ 
+7,024 
+$ 
+7,401 
+$ 
+7,376 
+Net Income 
+$ 
+430 
+(1) 
+$ 
+323 
+$ 
+792 
+(3) 
+$ 
+517 
+Net Income Per Common Share—Basic 
+$ 
+0.06 
+$ 
+0.04 
+$ 
+0.11 
+$ 
+0.07 
+Net Income Per Common Share—Diluted 
+$ 
+0.06 
+(2) 
+$ 
+0.04 
+$ 
+0.11 
+(4) 
+$ 
+0.07 
+2010 
+Q1 
+Q2 
+Q3 
+Q4 
+Net Sales 
+$ 
+14,677 
+$ 
+16,416 
+$ 
+16,658 
+$ 
+16,281 
+Gross Profit 
+$ 
+5,813 
+$ 
+6,951 
+$ 
+7,059 
+$ 
+6,805 
+Net Income (Loss) 
+$ 
+(231 
+) 
+$ 
+585 
+$ 
+683 
+$ 
+1,728 
+(5) 
+Net Income (Loss) Per Common Share—Basic 
+$ 
+(0.03 
+) 
+$ 
+0.08 
+$ 
+0.10 
+$ 
+0.24 
+Net Income (Loss) Per Common Share—Diluted 
+$ 
+(0.03 
+) 
+$ 
+0.08 
+$ 
+0.09 
+$ 
+0.23 
+(6) 
+(1) 
+First quarter fiscal year 2011 net income includes gain on legal settlement, net of taxes of $63,000. 
+(2) 
+First quarter fiscal year 2011 diluted net income per common share includes a gain on legal settlement, net of tax of $0.01. 
+(3) 
+Third quarter fiscal year 2011 net income includes a tax benefit of $241,000 related to the resolution of a previously uncertain tax position and a benefit of $143,000
+recorded as a result of a favorable adjustment in the filing of the prior year’s tax returns. 
+(4) 
+Third quarter fiscal year 2011 diluted net income per common share includes and a tax benefit of $0.03 related to the resolution of a previously uncertain tax position
+and a tax benefit of $0.02 recorded as a result of a favorable adjustment in the filing of the prior year’s tax returns. 
+(5) 
+Fourth quarter fiscal year 2010 net income includes a gain on legal settlement, net of taxes, of $904,000; a gain on bargain purchase related to the acquisition of
+Label Line of $112,000; and a tax benefit of $335,000 recorded as a result of the resolution of a previously uncertain tax position. 
+(6) 
+Fourth quarter fiscal year 2010 diluted net income per common share includes a gain on legal settlement, net of taxes of $0.12; a gain on bargain purchase of $0.02; and
+a tax benefit of $0.04 recorded as a result of the resolution of a previously uncertain tax position. 
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+None 
+20 
+Table of Contents 
+Item 9A. Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of
+the end of the period covered by this Annual Report on Form 10-K pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief
+Financial Officer have concluded that our disclosure controls and procedures are effective at January 31, 2011 to ensure that the information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and
+reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 
+Management’s Annual Report on Internal Control over Financial Reporting 
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such
+term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the
+preparation of published financial statements in accordance with generally accepted accounting principles. 
+Because of the
+inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of
+changes in conditions, or the degree of compliance may deteriorate. 
+Management conducted its evaluation of the effectiveness
+of its internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31,
+2011. Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2011, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO
+in “Internal Control-Integrated Framework.” 
+This annual report does not include an attestation report of the
+Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the
+Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to affect our
+internal control over financial reporting. 
+Item 9B. Other Information 
+Nothing to Report 
+21 
+Table of Contents 
+PART III 
+Item 10. Directors, Executive Officers and Corporate Governance 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2011 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 
+85 
+Chairman, Chief Executive Officer and Director 
+Everett V. Pizzuti 
+74 
+President, Chief Operating Officer and Director 
+Joseph P. O’Connell 
+67 
+Senior Vice President, Treasurer and Chief Financial Officer 
+Elias G. Deeb 
+68 
+Vice President—Media Products 
+Gordon Bentley 
+64 
+Vice President—Information Technology 
+Michael J. Sullivan 
+60 
+Vice President and Chief Technology Officer 
+Michael M. Morawetz 
+51 
+Vice President—International Branches 
+Stephen M. Petrarca 
+48 
+Vice President—Instrument Manufacturing 
+Erik J. Mancyak 
+35 
+Vice President and Corporate Controller 
+Mr. Ondis has been a Director and Chief Executive Officer since he founded the Company in 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 and has been functioning as President and Chief
+Operating Officer since 1971. 
+Mr. O’Connell joined the Company in 1996. He previously held senior financial
+management positions with Cherry Tree Products Inc., IBI Corporation and Avery Dennison Corporation. Mr. O’Connell is also Assistant Secretary of the Company. He was appointed to the position of Senior Vice President in 2007. 
+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. Bentley was appointed Vice
+President of Information Technology in 2007. He was previously Director of Information Technology and held other various operations positions since joining the Company in 1980. 
+Mr. Sullivan was appointed Vice President and Chief Technology Officer in 2000. He is an electronic engineer and has been with the Company since 1983. 
+Mr. Morawetz was appointed Vice President International Branches in 2006. He was previously the General Manager of Branch Operations
+for the Company’s German Subsidiary, having joined the Company in 1989. 
+Mr. Petrarca was appointed Vice President of
+Instrument Manufacturing in 1998. He 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. Mancyak was appointed Vice President of the Company on April 1, 2011. He also holds the position of Corporate Controller and
+Principal Accounting Officer to which he was appointed in January 2009. He served as Assistant Corporate Controller of the Company from July 1, 2008 to January 2009 and prior to that was an Accounting Manager of the Company beginning
+July 1, 2005. Prior to June 30, 2005, Mr. Mancyak was Senior Treasury Analyst at American Power Conversion and an auditor at the international accounting firm of KPMG LLP. 
+22 
+Table of Contents 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Operating Officer
+(“COO”), Chief Financial Officer (“CFO”) and Corporate Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive Officer and Senior Financial Officers, which meets the requirements of a “code of
+ethics” as defined in Item 406 of Regulation S-K. A copy of the Code of Ethics will be provided to shareholders, without charge, upon request directed to Investor Relations or can be obtained on the Company’s website, 
+(www.astro-medinc.com) , under the heading “Corporate Governance—Charters.” The Company will disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Controller or persons performing similar
+functions by posting such information on its website and filing a Form 8-K as required under the rules of the NASDAQ Global Market. 
+Item 11. Executive Compensation 
+The response to this item is incorporated by reference to
+the Company’s definitive Proxy Statement for the 2011 Annual Meeting of Shareholders. 
+The information set forth under the
+heading “Compensation Committee Report” in the Company’s definitive Proxy Statement is furnished and shall not be deemed as filed for purposes of Section 18 of the Securities Act of 1934, as amended, and is not deemed
+incorporated by reference in any filing under the Securities Act of 1933, as amended. 
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 
+The response to this item is incorporated by reference to the Company’s definitive Proxy Statement for the 2011 Annual Meeting of Shareholders. 
+Equity Compensation Plan Information 
+The following table sets forth information about the Company’s equity compensation plans as of January 31, 2011: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding Options, 
+Warrants and
+Rights 
+Weighted- 
+Average Exercise 
+Price of 
+Outstanding 
+Options, 
+Warrants
+and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances
+Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+1,219,183 
+(1) 
+$ 
+7.03 
+726,500 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+— 
+— 
+Total 
+1,219,183 
+(1) 
+$ 
+7.03 
+726,500 
+(2) 
+(1) 
+Includes 392,507 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans, 542,176 shares issuable upon
+exercise of outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees, 11,000 shares issuable upon exercise of outstanding stock options granted under the
+Astro-Med, Inc. Non-Employee Director Stock Option Plan and 273,500 shares issuable upon exercise of outstanding options granted under the Company’s 2007 Equity Incentive Plan. 
+(2) 
+Shares under the Astro-Med, Inc. 2007 Equity Incentive Plan. 
+Additional information regarding these equity compensation plans is contained in Note 7 to the Company’s Consolidated Financial Statements included in Item 15 hereto. 
+23 
+Table of Contents 
+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 2011 Annual Meeting of Shareholders. 
+Item 14. Principal Accountant Fees
+and Services 
+The information required by this item is incorporated herein by reference to the Company’s
+definitive Proxy Statement for the 2011 Annual Meeting of Shareholders. 
+24 
+Table of Contents 
+PART IV 
+Item 15. Exhibits and Financial Statement Schedule 
+(a)(1) Financial Statements: 
+The following consolidated financial
+statements of Astro-Med, Inc. and subsidiaries are incorporated by reference in Item 8: 
+Page 
+Reports of Independent Registered Public Accounting Firms 
+28-29 
+Consolidated Balance Sheets as of January 31, 2011 and 2010 
+30 
+Consolidated Statements of Operations—Years Ended January 31, 2011 and 2010 
+31 
+Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity—Years Ended January 31, 2011
+and 2010 
+32 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2011 and 2010 
+33 
+Notes to Consolidated Financial Statements 
+34-49 
+(a)(2) Financial Statement Schedule: 
+Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 31, 2011 and 2010 
+50 
+25 
+Table of Contents 
+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. 
+(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 as amended to date (filed as Exhibit No. 3B to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2008 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. 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.* 
+(10.2) 
+Astro-Med, Inc. Non-Employee Director Stock Plan filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-24123, and incorporated by reference
+herein.* 
+(10.3) 
+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.* 
+(10.4) 
+Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and
+incorporated by reference herein.* 
+(10.5) 
+Astro-Med, Inc. 2007 Equity Incentive Plan as filed as Appendix A to the Definitive Proxy Statement filed on Schedule 14A for the 2007 annual shareholders meeting and
+incorporated by reference herein.* 
+(10.6) 
+Astro-Med, Inc. Management Bonus Plan (Group III) filed on Form 8-K on March 19, 2010 and by this reference incorporated herein.* 
+(10.7) 
+Astro-Med, Inc. Management Bonus Plan—Vice President International Branches filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended
+January 31, 2009 and by this reference incorporated herein.* 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Ernst & Young LLP. 
+(23.2) 
+Consent of Grant Thornton LLP. 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+* 
+Management contract or compensatory plan or arrangement. 
+26 
+Table of Contents 
+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) 
+Date: April 18, 2011 
+By: 
+/ S / A LBERT W.
+O NDIS 
+(Albert W. Ondis, Chairman) 
+Each person whose signature appears below constitutes and appoints each of Albert W. Ondis, Everett V. Pizzuti or Joseph P.
+O’Connell, or any of them, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resolution, for such person and in his name, place and stead, in any and all capacities in connection with the
+annual report on Form 10-K of Astro-Med, Inc. for the year ended January 31, 2011 to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, the Securities and
+Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
+and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute, may lawfully do or cause to be done by virtue hereof. 
+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 / A LBERT W.
+O NDIS 
+Albert W. Ondis 
+Chairman, Chief Executive Officer and Director (Principal Executive Officer) 
+April 18, 2011 
+/ S / E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+President, Chief Operating Officer and Director (Principal Operating Officer) 
+April 18, 2011 
+/ S / J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) 
+April 18, 2011 
+/ S / E RIK J.
+M ANCYAK 
+Erik J. Mancyak 
+Vice President and Corporate Controller (Principal Accounting Officer) 
+April 18, 2011 
+/ S / J ACQUES V.
+H OPKINS 
+Jacques V. Hopkins 
+Director 
+April 18, 2011 
+/ S / H ERMANN 
+V IETS 
+Hermann Viets 
+Director 
+April 18, 2011 
+/ S / G RAEME 
+M AC L ETCHIE 
+Graeme MacLetchie 
+Director 
+April 18, 2011 
+27 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+The Board of Directors and Shareholders of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheet of
+Astro-Med, Inc. and subsidiaries (the “Company”) as of January 31, 2011 and the related consolidated statements of operations, comprehensive income and changes in shareholders’ equity, and cash flows for the year then ended. Our
+audit also included the financial statement schedule listed in the index at Item 15(a)(2) as it relates to the year ended January 31, 2011. These financial statements and schedule are the responsibility of the Company’s management.
+Our responsibility is to express an opinion on these financial statements and schedule based on our audit. 
+We conducted our
+audit in accordance with the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
+that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
+examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement
+presentation. We believe that our audit provides a reasonable basis for our opinion. 
+In our opinion, the consolidated
+financial statements referred to above present fairly, in all material respects, the financial position of Astro-Med, Inc. and subsidiaries as of January 31, 2011 and the results of its operations and its cash flows for the year in the period
+ended January 31, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule as it relates to the year ended January 31, 2011, when considered in relation to the basic
+financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. 
+/s/ ERNST &
+YOUNG LLP 
+Providence, Rhode Island 
+April 18, 2011 
+28 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Board of Directors of 
+Astro-Med, Inc.
+We have audited the accompanying consolidated balance sheet of Astro-Med, Inc. and subsidiaries (the “Company”) as
+of January 31, 2010 and the related consolidated statements of operations, comprehensive income and changes in shareholders’ equity, and cash flows the year then ended. Our audit of the basic financial statements included the financial
+statement schedule listed in the index appearing under Item 15(a)(2) as it relates to the year ended January 31, 2010. These financial statements and the financial statement schedule are the responsibility of the Company’s management.
+Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audit. 
+We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (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. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of
+internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
+financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
+estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 
+In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Astro-Med, Inc. and subsidiaries as of January 31, 2010,
+and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule as it
+relates to the year ended January 31, 2010, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. 
+/s/ GRANT THORNTON LLP 
+Boston,
+Massachusetts 
+April 9, 2010, except with respect to 
+Note 17 as to which the date 
+is April 18, 2011 
+29 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31, 2011 and 2010 
+2011 
+2010 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+7,720,135 
+$ 
+14,155,096 
+Securities Available for Sale 
+12,910,232 
+9,605,216 
+Accounts Receivable, net of reserves of $546,870 in 2011 and $518,789 in 2010 
+11,111,974 
+9,172,857 
+Inventories 
+14,404,914 
+12,039,306 
+Prepaid Expenses and Other Current Assets 
+975,928 
+2,246,789 
+Deferred Tax Assets (as revised – See Note 17) 
+2,577,166 
+2,455,672 
+Total Current Assets 
+49,700,349 
+49,674,936 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+1,210,463 
+1,210,463 
+Buildings and Improvements 
+13,011,082 
+12,566,362 
+Machinery and Equipment 
+23,926,971 
+22,553,840 
+38,148,516 
+36,330,665 
+Less Accumulated Depreciation 
+(25,606,561 
+) 
+(24,340,083 
+) 
+Total Property, Plant and Equipment, net 
+12,541,955 
+11,990,582 
+OTHER ASSETS 
+Intangible Assets, net 
+331,389 
+403,056 
+Goodwill 
+2,336,721 
+2,336,721 
+Other 
+88,799 
+78,127 
+Total Other Assets 
+2,756,909 
+2,817,904 
+TOTAL ASSETS 
+$ 
+64,999,213 
+$ 
+64,483,422 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable (as revised – See Note 17) 
+$ 
+2,748,293 
+$ 
+2,386,305 
+Accrued Compensation 
+2,179,448 
+2,019,644 
+Other Accrued Expenses 
+1,750,515 
+1,584,357 
+Deferred Revenue 
+787,988 
+695,240 
+Income Taxes Payable (as revised – See Note 17) 
+36,979 
+211,419 
+Other Current Liabilities 
+- 
+654,905 
+Total Current Liabilities 
+7,503,223 
+7,551,870 
+Deferred Tax Liabilities 
+2,060,418 
+2,056,393 
+Other Long Term Liabilities 
+1,146,978 
+642,612 
+TOTAL LIABILITIES 
+10,710,619 
+10,250,875 
+SHAREHOLDERS’ EQUITY (as revised – See Note 17) 
+Preferred Stock, $10 Par Value, Authorized 100,000 shares, None Issued 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 8,660,270 shares in 2011 and 8,322,844 shares in
+2010 
+433,017 
+416,146 
+Additional Paid-in Capital 
+36,586,226 
+34,712,369 
+Retained Earnings 
+26,842,890 
+26,816,899 
+Treasury Stock, at Cost, 1,414,981 shares in 2011 and 1,165,706 shares in 2010 
+(9,840,052 
+) 
+(8,030,335 
+) 
+Accumulated Other Comprehensive Income 
+266,513 
+317,468 
+Total Shareholders’ Equity 
+54,288,594 
+54,232,547 
+TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 
+$ 
+64,999,213 
+$ 
+64,483,422 
+See Notes to the Consolidated Financial Statements. 
+30 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF OPERATIONS 
+For the years ended January 31 
+2011 
+2010 
+Net Sales 
+$ 
+71,016,111 
+$ 
+64,031,261 
+Cost of Sales 
+42,349,870 
+37,403,698 
+Gross Profit 
+28,666,241 
+26,627,563 
+Costs and Expenses: 
+Selling and Marketing 
+16,690,197 
+15,342,339 
+General and Administrative 
+4,300,525 
+4,502,504 
+Research and Development 
+5,020,020 
+4,819,533 
+Operating Expenses 
+26,010,742 
+24,664,376 
+Gain on Legal Settlement 
+104,448 
+1,390,603 
+Operating Income 
+2,759,947 
+3,353,790 
+Other Income: 
+Investment Income 
+49,040 
+227,209 
+Other, Net 
+(25,373 
+) 
+101,211 
+23,667 
+328,420 
+Income before Income Taxes 
+2,783,614 
+3,682,210 
+Income Tax Provision 
+721,845 
+916,363 
+Net Income 
+$ 
+2,061,769 
+$ 
+2,765,847 
+Net Income Per Common Share—Basic 
+$ 
+0.28 
+$ 
+0.39 
+Net Income Per Common Share—Diluted 
+$ 
+0.28 
+$ 
+0.38 
+Weighted Average Number of Common Shares Outstanding—Basic 
+7,271,403 
+7,135,293 
+Dilutive effect of options outstanding 
+198,357 
+239,999 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+7,469,760 
+7,375,292 
+Dividends Declared Per Common Share 
+$ 
+0.28 
+$ 
+0.24 
+See Notes to the Consolidated Financial Statements. 
+31 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN 
+SHAREHOLDERS’ EQUITY 
+For the years ended January 31 
+2011 
+2010 
+Comprehensive Income: 
+Net Income 
+$ 
+2,061,769 
+$ 
+2,765,847 
+Other Comprehensive Income (Loss), net of taxes and reclassification adjustments: 
+Foreign currency translation adjustments 
+(65,677 
+) 
+328,125 
+Unrealized gain (loss) on securities available for sale 
+14,722 
+(11,984 
+) 
+Other comprehensive income (loss) 
+(50,955 
+) 
+316,141 
+Comprehensive Income 
+$ 
+2,010,814 
+$ 
+3,081,988 
+Shareholders’ Equity 
+Common Stock: 
+Balance at beginning of year 
+$ 
+416,146 
+$ 
+409,593 
+Par value from the exercise of employee stock options 
+7,029 
+6,553 
+Employee option exercise and buyback 
+9,842 
+— 
+Balance at end of year 
+$ 
+433,017 
+$ 
+416,146 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+$ 
+34,712,369 
+$ 
+33,740,936 
+Proceeds from the exercise of employee stock options 
+505,609 
+480,957 
+Share-based compensation 
+333,240 
+414,399 
+Tax benefit of employee stock options 
+384,503 
+76,077 
+Contribute treasury shares to employee stock options plan 
+10,773 
+— 
+Employee option exercise and buyback 
+639,732 
+— 
+Balance at end of year 
+$ 
+36,586,226 
+$ 
+34,712,369 
+Retained Earnings: 
+Balance at beginning of year 
+$ 
+26,816,899 
+$ 
+25,349,964 
+Correction of overstated liabilities (Note 17) 
+— 
+413,651 
+Balance at beginning of year, as revised 
+26,816,899 
+25,763,615 
+Net income 
+2,061,769 
+2,765,847 
+Dividends paid 
+(2,035,778 
+) 
+(1,712,563 
+) 
+Balance at end of year, as revised 
+$ 
+26,842,890 
+$ 
+26,816,899 
+Treasury Stock: 
+Balance at beginning of year 
+$ 
+(8,030,335 
+) 
+$ 
+(8,030,335 
+) 
+Shares issued to employee stock ownership plan 
+148,605 
+— 
+Purchase of treasury stock 
+(975,682 
+) 
+— 
+Purchase of common stock from related parties 
+(982,640 
+) 
+— 
+Balance at end of year 
+$ 
+(9,840,052 
+) 
+$ 
+(8,030,335 
+) 
+Accumulated Other Comprehensive Income: 
+Balance at beginning of year 
+$ 
+317,468 
+$ 
+1,327 
+Other comprehensive income (loss) 
+(50,955 
+) 
+316,141 
+Balance at end of year 
+266,513 
+317,468 
+Total Shareholders’ Equity 
+$ 
+54,288,594 
+$ 
+54,232,547 
+See Notes to the Consolidated Financial Statements. 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+For the years ended January 31 
+2011 
+2010 
+Cash Flows from Operating Activities: 
+Net Income 
+$ 
+2,061,769 
+$ 
+2,765,847 
+Adjustments to Reconcile Net Income to Net Cash Provided By 
+Operating Activities: 
+Depreciation and Amortization 
+1,575,935 
+1,479,003 
+Share-Based Compensation 
+333,240 
+414,399 
+Deferred Income Tax (Benefit) Provision 
+(134,386 
+) 
+435,890 
+Excess Tax Benefit From Share-Based Compensation 
+(384,503 
+) 
+(76,077 
+) 
+Legal Settlement Receivable 
+1,495,051 
+(1,390,603 
+) 
+Gain on Bargain Purchase from Acquisition of Label Line Business 
+— 
+(111,503 
+) 
+Loss (Gain) on Sale of Securities Available for Sale 
+30,961 
+(41,776 
+) 
+Changes in Assets and Liabilities, Net of Impact of Acquisition: 
+Accounts Receivable 
+(1,939,117 
+) 
+871,315 
+Inventories 
+(2,365,609 
+) 
+1,112,777 
+Accounts Payable and Accrued Expenses 
+633,685 
+(510,153 
+) 
+Income Taxes Payable 
+(290,837 
+) 
+688,098 
+Other 
+93,375 
+212,430 
+Net Cash Provided by Operating Activities 
+1,109,564 
+5,849,647 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+9,644,039 
+8,254,248 
+Purchases of Securities Available for Sale 
+(12,957,711 
+) 
+(6,706,050 
+) 
+Additions to Property, Plant and Equipment 
+(2,089,858 
+) 
+(1,622,326 
+) 
+Acquisition of Label Line Business 
+— 
+(1,450,000 
+) 
+Net Cash Used in Investing Activities 
+(5,403,530 
+) 
+(1,524,128 
+) 
+Cash Flows from Financing Activities: 
+Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans 
+672,016 
+487,510 
+Cash Settlement of Stock Options 
+(186,054 
+) 
+— 
+Purchases of Treasury Stock 
+(975,682 
+) 
+— 
+Excess Tax Benefit from Share-Based Compensation 
+384,503 
+76,077 
+Dividends Paid 
+(2,035,778 
+) 
+(1,712,563 
+) 
+Net Cash Used in Financing Activities 
+(2,140,995 
+) 
+(1,148,976 
+) 
+Net (Decrease) Increase in Cash and Cash Equivalents 
+(6,434,961 
+) 
+3,176,543 
+Cash and Cash Equivalents, Beginning of Year 
+14,155,096 
+10,978,553 
+Cash and Cash Equivalents, End of Year 
+$ 
+7,720,135 
+$ 
+14,155,096 
+Supplemental Information: 
+Cash Paid (Received) During the Period for: 
+Income Taxes, Net of Refunds 
+$ 
+1,080,994 
+$ 
+(164,318 
+) 
+Non-Cash Items: 
+Accrual of Earnout on Purchase of Business 
+$ 
+— 
+$ 
+142,200 
+See Notes to the
+Consolidated Financial Statements. 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2011 and 2010 
+Note 1—Summary of Significant Accounting Policies
+Basis of Presentation : The accompanying financial data has been prepared by us pursuant to the rules and
+regulations of the U.S. Securities and Exchange Commission (SEC) and is in conformity with U.S. generally accepted accounting principles. Our fiscal year end is January 31. Unless otherwise stated, all years and dates refer to our fiscal year.
+Principles of Consolidation: The consolidated financial statements include the accounts of Astro-Med, Inc. and its
+subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. 
+Reclassification:
+Certain amounts in prior year’s financial statements have been reclassified to conform to the current year’s presentation. 
+Use of Estimates: The presentation of financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that
+affect these financial statements and accompanying notes. Some of the more significant estimates relate to the allowances for doubtful accounts and credits, inventory valuation, impairment of long-lived assets and goodwill, income taxes, share-based
+compensation 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. 
+Cash and Cash Equivalents: Highly liquid investments with an original maturity of 90 days or less are considered to be cash equivalents. Similar investments with original maturities beyond
+three months are classified as securities available for sale. Cash of $1,102,809 and $1,651,247 was held in foreign bank accounts at January 31, 2011 and 2010, respectively. 
+Securities Available for Sale: Securities available for sale are carried at fair value based on quoted market prices, where
+available. The difference between cost and fair value, net of related tax effects, is recorded as a component of accumulated other comprehensive income in shareholders’ equity. 
+Property, Plant and Equipment: Property, plant and equipment are stated at cost less accumulated depreciation. 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). Depreciation expense for fiscal
+2011 and 2010 was $1,500,000. 
+Revenue Recognition: The majority of Astro-Med’s product sales are recorded at
+the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured
+in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training or installation, the deliverables in the arrangement are
+evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and ASC 605-25, “Revenue Recognition—Multiple-Element Arrangements.” This evaluation occurs at inception of the arrangement and as
+each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the
+same or similar element is sold separately. Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are delivered, revenue is recognized only after such
+obligations are fulfilled. All of our equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as
+34 
+Table of Contents 
+it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a
+reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from
+list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales while related shipping and handling costs are included in cost of sales. 
+Infrequently, Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of
+agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer
+acceptance for the specific milestone before recognizing revenue. NRE fees have not been significant in the periods presented herein. 
+Infrequently, Astro-Med receives requests from customers to hold product purchased from us for the customer’s convenience. Revenue is recognized for such bill and hold arrangements in accordance with
+the requirements of SAB No. 104 which requires, among other things, the existence of a valid business purpose for the arrangement; the transfer of ownership of the purchased product; a fixed delivery date that is reasonable and consistent
+with the buyer’s business purpose; the readiness of the product for shipment; the use of customary payment terms; no continuing performance obligation by us and segregation of the product from our inventories. 
+Research and Development Costs: The Company complies with the guidance provided in FASB ASC 730, “Research and
+Development” by charging any costs to expense when incurred, as well as by disclosing in the financial statements the amount of R&D charged to expense. These charges include: salaries and benefits, external engineering service costs,
+engineering related information costs and supplies. The Company also complies with ASC 985-20, “Costs of Computer Software to be Sold, Leased or Marketed” and ASC 350-40, “Internal-Use Software” in accounting for the costs
+of software either developed or acquired. 
+Foreign Currency: The financial statements of foreign subsidiaries are
+measured using the local currency as the functional currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars at year-end exchange rates with the translation adjustment recorded as a component of accumulated
+comprehensive income in shareholders’ equity. Revenues and costs are translated at average exchange rates during the year. We do not provide for U.S. income taxes on foreign currency translation adjustments associated with our German subsidiary
+since its undistributed earnings are considered to be permanently invested. Our net foreign exchange gains (losses) were $(44,000) and $27,000 for fiscal 2011 and 2010, respectively. 
+Advertising: Astro-Med expenses advertising costs as incurred. Advertising costs including advertising production, trade shows
+and other activities are designed to enhance demand for our products and amounted to approximately $1,187,000 and $1,193,000 in fiscal 2011 and 2010, respectively. 
+Health Insurance Reimbursement Reserve: Astro-Med reimburses a portion of employee health insurance deductibles and co-payments. The total reimbursement amounted to approximately $538,000 and
+$411,000 in 2011 and 2010, respectively. We accrued approximately $135,000 and $100,000 at January 31, 2011 and 2010, respectively, for estimated outstanding reimbursements due to employees, including a reserve for incurred but not reported
+amounts. 
+Long-Lived Assets: Long-lived assets to be held and used are reviewed for impairment whenever events or
+changes in circumstances indicate that the carrying amount of such assets may not be recoverable in accordance with the guidance provided in ASC 360, “Property, Plant and Equipment.” Determination of recoverability is based on an estimate
+of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. 
+Goodwill: Goodwill impairment reviews are performed in accordance with the provision of ASC 350, “Goodwill and
+Other.” Management evaluates the recoverability of goodwill annually or more frequently if 
+35 
+Table of Contents 
+events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be
+impaired. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. Fair values are established using a discounted cash flow methodology based on the long-range planning forecast. We
+have completed our most recent impairment review as of January 31, 2011 and determined that goodwill is not impaired. 
+Income Taxes: Astro-Med uses the liability method of accounting for income taxes. Under this method, deferred tax assets and
+liabilities are determined based on the differences between the financial reporting basis and tax basis of the assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse. An
+allowance against deferred tax assets is recognized when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. At January 31, 2011 and 2010, a valuation allowance was provided for deferred tax
+assets attributable to certain state R&D credit carryforwards. 
+Astro-Med accounts for uncertain tax positions in
+accordance with the guidance provided in ASC 740, “Accounting for Income Taxes.” This guidance describes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be
+taken in a tax return and requires recognition of tax benefits that satisfy a more-likely-than-not threshold. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and
+transition. 
+Net Income Per Common Share: Net income per common share has been computed and presented in accordance
+with the guidance provided in ASC 260, “Earnings per Share.” Basic net income per share is based on the weighted average number of shares outstanding during the period. Diluted net income per share is based on the basic weighted average
+number of shares and potential common shares for stock options outstanding during the period using the treasury stock method. In fiscal years 2011 and 2010, there were 752,397 and 796,592 options that were not included in the computation of diluted
+net income per common share because their inclusion would be anti-dilutive. 
+Allowance for Doubtful Accounts: In
+circumstances where we are aware of a customer’s inability to meet its financial obligations, an allowance is established. The majority of accounts are individually evaluated on a regular basis and allowances are established to state such
+receivables at their net realizable value. The remainder of the allowance is based upon historical write-off experience and current market assessments. 
+Fair Value of Financial Instruments: Financial instruments consist mainly of cash and cash equivalents, investment securities, accounts receivable and accounts payable. The carrying amount
+reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment securities, all of which are available for sale, are carried in
+the consolidated balance sheets at fair value based on quoted market prices, when available. 
+Comprehensive
+Income: In accordance with the guidance provided in ASC 220, “Comprehensive Income,” we report the change in net assets during the period from non-owner sources by major components and as a single total. The consolidated statement
+of comprehensive income has been included with the consolidated statement of shareholders’ equity on page 32. Accumulated other comprehensive income at January 31, 2011 consists of net unrealized gains on available for sale securities of
+$8,586 and net translation gains on foreign operations of $257,927. 
+Share-Based Compensation : We account for stock
+options granted to employees and directors using the FASB guidance included in ASC 718, “Stock Compensation.” Effective as of February 1, 2006, we adopted the “modified prospective” transition method provided in ASC 718.
+Under this method, share-based compensation is recognized in the consolidated statement of operation for share-based payment awards granted prior to, but not yet vested as of February 1, 2006, based on the grant date fair value estimated in
+accordance with prior authoritative guidance and for share-based payment awards granted subsequent to February 1, 2006, based on the grant date fair value estimated in accordance with the provisions of ASC 718. 
+36 
+Table of Contents 
+In accordance with ASC 718, share-based compensation expense is based on the estimated fair
+value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns
+(expected life of the options), the risk-free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted
+average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors.
+In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different
+option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average
+dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requested service. 
+The cash flow from the tax benefits that are a result of tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) are classified as a cash inflow from financing
+activities and a cash outflow from operating activity in accordance with the guidance provided by ASC 718. Tax deductions from certain stock option exercises are treated as being realized when they reduce taxes payable in accordance with relevant
+tax law. 
+Recent Accounting Pronouncements: 
+Fair Value Measurements 
+In January 2010, the FASB issued ASU 2010-06,
+“Improving Disclosures About Fair Value Measurement,” which requires reporting entities to make new disclosures about recurring or nonrecurring fair value measurements including significant transfers into and out of Level 1 and Level 2
+fair value measurements and information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. ASU 2010-06 is effective for annual periods beginning after December 15, 2009,
+except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. We do not expect the adoption of ASU 2010-06 to have a material impact on our consolidated financial position or results of
+operations. 
+Revenue Recognition 
+In October 2009, the FASB issued ASU 2009-13, “Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force” and ASU
+2009-14, “Software (Topic 985)—Certain Arrangements That Include Software Elements—a consensus of the FASB Emerging Issues Task Force.” ASU 2009-13 provides amendments to the criteria in Subtopic 605-25 for separating
+consideration in multiple-deliverable arrangements. The amendments in this update established a selling price hierarchy for determining the selling price of a deliverable. ASU 2009-13 also eliminates the residual method of allocating arrangement
+consideration. ASU 2009-14 removes (1) tangible products containing software components and (2) non-software components that function together to deliver the tangible products essential functionality from the scope of software revenue
+guidance (ASC 965-605). ASU 2009-14 also provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. ASU 2009-13 and ASU 2009-14
+should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. We are currently evaluating the impact of adopting these
+updates but do not expect them to have a material impact on our consolidated financial position and results of operations. 
+Except for ASU’s discussed above, all other ASUs issued by the FASB as of the filing date of this Annual Report on Form 10-K are not
+expected to have a material effect on our consolidated financial statements. 
+37 
+Table of Contents 
+Note 2—Acquisition 
+On December 15, 2009, Astro-Med completed the acquisition of substantially all of the assets of Label Line Ltd., a manufacturer of labels and tags located in Asheboro, North Carolina. Label Line is
+part of Astro-Med’s QuickLabel Systems brand and is reported as part of the QuickLabel segment. The results of Label Line’s operations have been included in the consolidated financial statements of the Company since the acquisition date.
+The cash purchase price of the acquisition was $1,450,000. In addition to the cash purchase price, the Company had also agreed
+to payment of a potential earnout totaling up to $200,000 to the former owners of Label Line. Payment of this contingent consideration is based on the Label Line business’ ability to exceed certain revenue targets during the 24 month period
+subsequent to the acquisition. The estimated fair value of this earnout was $142,000 as of the acquisition date. No earnout was paid in fiscal 2011, as the Label Line business product sales did not exceed the required milestones. At January 31,
+2011, we estimated that the fair value of the contingent liability related to the earnout agreement was $62,000 for the remaining twelve month period. The $80,000 change in the fair value of this contingent consideration was recorded within the
+general and administrative expenses in the consolidated statement of operations for the year ended January 31, 2011. 
+Acquisition-related costs of approximately $67,000 are included in the general and administrative expenses in the Company’s
+consolidated statement of operations for the fiscal year ended January 31, 2010. The acquisition was accounted for under the acquisition method in accordance with the guidance provided by FASB ASC 805, “Business Combinations” (ASC
+805). 
+The purchase price associated with the acquisition is as follows: 
+Cash Consideration 
+$ 
+1,450,000 
+Additional Earnout Cash Consideration 
+142,000 
+Total Purchase Price 
+$ 
+1,592,000 
+The purchase price of the acquisition has been allocated on the basis of estimated fair value as of
+January 31, 2010 as follows: 
+Accounts Receivable 
+$ 
+798,000 
+Inventories 
+327,000 
+Property and Equipment 
+972,000 
+Identifiable Intangible assets 
+415,000 
+Total Assets Acquired 
+2,512,000 
+Accounts Payable 
+735,000 
+Deferred Tax Liability 
+73,000 
+Total Liabilities Assumed 
+808,000 
+Gain on Bargain Purchase 
+112,000 
+$ 
+1,592,000 
+The purchase price allocation resulted in the recognition of a gain on bargain purchase of approximately
+$112,000 which is included in other income in the consolidated statement of operations for the year ended January 31, 2010. The gain on bargain purchase resulted from the value of the identifiable net assets acquired exceeding the value of the
+purchase consideration. 
+As part of the acquisition, the Company entered into a lease agreement with the previous owners for
+the current Label Line facility. This lease has a three year term with an option for a three year renewal. The facility is approximately 75,000 square feet. This lease was determined to be favorable due to comparable market values. 
+38 
+Table of Contents 
+The following table reflects the fair value of the acquired identifiable intangible assets
+and related estimated useful lives: 
+Fair Value 
+Useful Life 
+(Years) 
+Trade Name 
+$ 
+15,000 
+3 
+Favorable Lease 
+400,000 
+6 
+Total 
+$ 
+415,000 
+Included in the income statement for fiscal 2011 and 2010 is amortization expense of $72,000 and
+$12,000, respectively, in regards to the above acquired intangibles. Amortization of intangibles is expected to be approximately $72,000 in 2012, $71,000 in 2013, $67,000 in 2014 and 2015 and $55,000 in 2016. Accumulated amortization for fiscal 2011
+and 2010 was $84,000 and $12,000, respectively. 
+The following unaudited pro forma information assumes the acquisition of Label
+Line occurred on February 1, 2009. This information has been prepared for informational purposes only and is not indicative of the results of operations that would have happened had the acquisition occurred as of the date indicated or of future
+results of operations: 
+Year Ended 
+January 31, 2010 
+Net revenues 
+$ 
+69,300,000 
+The impact on net
+income and earnings per share would not have been material to the Company in fiscal 2010. 
+Note 3—Securities Available for Sale
+Pursuant to our investment policy, securities available for sale include state and municipal securities with various
+contractual or anticipated maturity dates ranging from one month to three years. These securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in
+shareholders’ equity until realized. Realized gains and losses from the sale of available for sale securities, if any, are determined on a specific identification basis. A decline in the fair value of any available for sale security below cost
+that is determined to be other than temporary will result in a write-down of its carrying amount to fair value. No such impairment charges were recorded for any period presented. All short-term investment securities have original maturities greater
+than 90 days. 
+During this year, our remaining auction rate security was settled by our investment advisor at par value.
+The fair value, amortized cost and gross unrealized gains and losses of the securities are as follows: 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2011 
+State and Municipal Obligations 
+$ 
+12,897,221 
+$ 
+15,949 
+$ 
+(2,938 
+) 
+$ 
+12,910,232 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2010 
+State and Municipal Obligations 
+$ 
+9,114,511 
+$ 
+35,385 
+$ 
+(33,350 
+) 
+$ 
+9,116,546 
+Auction Rate Securities 
+500,000 
+— 
+(11,330 
+) 
+488,670 
+$ 
+9,614,511 
+$ 
+35,385 
+$ 
+(44,680 
+) 
+$ 
+9,605,216 
+39 
+Table of Contents 
+The contractual maturity dates of these securities are as follows: 
+January 31, 
+2011 
+2010 
+Less than one year 
+$ 
+8,749,743 
+$ 
+8,131,612 
+One to three years 
+4,160,489 
+1,473,604 
+$ 
+12,910,232 
+$ 
+9,605,216 
+Actual maturities are expected to differ from contractual dates as a result of sales or earlier issuer
+redemptions. 
+Note 4—Inventories 
+Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and manufacturing overhead. The components of inventories are as follows: 
+January 31, 
+2011 
+2010 
+Materials and Supplies 
+$ 
+8,450,985 
+$ 
+7,422,465 
+Work-in-Progress 
+982,092 
+898,332 
+Finished Goods 
+4,971,837 
+3,718,509 
+$ 
+14,404,914 
+$ 
+12,039,306 
+Included within finished goods inventory is $1,413,198 and $1,248,784 of demonstration equipment at
+January 31, 2011 and 2010, respectively. 
+Note 5—Accrued Expenses 
+Accrued expenses consisted of the following: 
+January 31, 
+2011 
+2010 
+Inventory in-transit 
+$ 
+260,779 
+$ 
+88,090 
+Warranty 
+258,082 
+260,235 
+Dealer commissions 
+187,733 
+154,081 
+R&D outsourcing 
+165,750 
+55,000 
+Health insurance reimbursement reserve 
+135,000 
+100,000 
+Professional fees 
+117,911 
+122,110 
+Other 
+625,260 
+804,841 
+$ 
+1,750,515 
+$ 
+1,584,357 
+Note 6—Line of Credit 
+On December 1, 2010, the Company entered into a $5,000,000 revolving bank line of credit with Wells Fargo Bank. Borrowings under this line of credit bear interest at either a fluctuating 75 basis
+points below the base rate, as defined in the agreement, or at a fixed rate 150 basis points above LIBOR. At January 31, 2011, there were no borrowings against this line and the entire line is currently available. 
+Note 7—Shareholders’ Equity 
+Common Stock: The Company repurchased 138,200 shares of its common stock for $975,682 in fiscal 2011. During fiscal 2010 and 2009, the Company did not repurchase any shares of its common
+stock. The Company’s Board of Directors has authorized the purchase of up to an additional 254,089 shares Company’s common stock on the open market as of January 31, 2011. 
+40 
+Table of Contents 
+During fiscal 2011, certain of the Company’s employees delivered a total of 132,475
+shares of the Company’s common stock to satisfy the exercise price for stock options exercised and related taxes. The shares delivered were valued at a total of $982,640 and are included with the treasury stock in the accompanying consolidated
+balance sheet at January 31, 2011. These transactions did not impact the number of shares authorized for repurchase under the Company’s current repurchase program. 
+Astro-Med maintains the following benefit plans involving its common stock: 
+Stock Plans: As of January 31, 2011, Astro-Med has one equity incentive plan (“2007 Equity Incentive Plan”)
+under which incentive stock options, non-qualified stock options, restricted stock and other equity-based awards may be granted to officers and certain employees. To date, only options have been granted under this plan. Options granted to employees
+vest over four years. An aggregate of 1,000,000 shares were authorized for awards under the 2007 Equity Incentive Plan. The exercise price of each stock option will be established at the discretion of the Compensation Committee; however, any
+incentive stock options granted under the 2007 Equity Incentive Plan must be at an exercise price of not less than fair market value at the date of grant. The 2007 Equity Incentive Plan provides for an automatic annual grant of ten-year options to
+purchase 5,000 shares of stock to each non-employee director upon the adjournment of each shareholders’ meeting. Each such option is exercisable at the fair market value as of the grant date and vests immediately prior to the next succeeding
+shareholders’ meeting. During fiscal 2011 and 2010, 15,000 shares were awarded each year to non-employee directors. At January 31, 2011, 726,500 shares were available for grant under the 2007 Equity Incentive Plan. 
+Summarized option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2010 
+1,688,951 
+$ 
+2.40–11.90 
+$ 
+6.24 
+Options Granted 
+85,000 
+$ 
+7.36–8.10 
+$ 
+7.45 
+Options Exercised 
+(329,916 
+) 
+$ 
+2.73–5.45 
+$ 
+4.15 
+Options Expired 
+(224,852 
+) 
+$ 
+5.45–11.90 
+$ 
+5.51 
+Options Outstanding, January 31, 2011 
+1,219,183 
+$ 
+2.40–11.90 
+$ 
+7.03 
+Options Exercisable, January 31, 2011 
+1,010,812 
+$ 
+2.40–11.90 
+$ 
+6.81 
+Set forth below is a
+summary of options outstanding at January 31, 2011: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$ 2.40 - $5.78 
+346,416 
+$ 
+2.94 
+1 
+346,416 
+$ 
+2.94 
+$ 6.22 - $9.59 
+700,692 
+$ 
+7.96 
+5 
+529,408 
+$ 
+8.16 
+$ 9.81 - $11.90 
+172,075 
+$ 
+11.47 
+6 
+134,988 
+$ 
+11.46 
+1,219,183 
+1,010,812 
+The fair value of each stock option granted was estimated on the grant date using the Black-Scholes
+option-pricing model with the following weighted average assumptions: 
+Years Ended January 31, 
+2011 
+2010 
+Risk-free interest rate 
+2.11%–2.42% 
+1.54%–2.12% 
+Expected life (years) 
+5 
+5 
+Expected volatility 
+40.66%–41.46% 
+41.9% 
+Expected dividend yield 
+3.35%–3.67% 
+3.85%–4.39% 
+41 
+Table of Contents 
+The weighted average fair value of options granted during fiscal 2011 and 2010 was $2.11 and
+$1.36, respectively. As of January 31, 2011, there was $292,830 of unrecognized compensation expense related to the unvested stock options granted under the plans. The expense is to be recognized over a weighted average of two years.
+Share-based compensation expense has been recognized as follows: 
+Years Ended January 31, 
+2011 
+2010 
+Cost of Sales 
+$ 
+60,457 
+$ 
+72,889 
+Operating Expenses 
+272,783 
+341,510 
+Total 
+$ 
+333,240 
+$ 
+414,399 
+As of January 31, 2011, the aggregate intrinsic value (the aggregate difference between the closing
+stock price of the Company’s common stock on January 31, 2011, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $1,825,576 for all exercisable
+options and $1,946,412 for all options outstanding. The weighted average remaining contractual terms for these options are 3.5 years for options that are exercisable and 4.2 years for all options outstanding. The total aggregate intrinsic value of
+options exercised during fiscal 2011 and 2010 was $1,094,579 and $271,094, respectively. 
+Employee Stock Purchase Plan
+(ESPP): Astro-Med’s ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan.
+Summarized plan activity is as follows: 
+Years Ended January 31, 
+2011 
+2010 
+Shares reserved, beginning 
+84,518 
+93,860 
+Shares purchased 
+(7,510 
+) 
+(9,342 
+) 
+Shares reserved, ending 
+77,008 
+84,518 
+Employee Stock Ownership Plan: Astro-Med has an Employee Stock Ownership Plan (ESOP) providing
+retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’s Trustees in shares of common stock of Astro-Med. Contributions may be in cash or
+stock. Astro-Med’s contributions (paid or accrued) amounted to $80,000 in fiscal 2011 and 2010 which were recorded as compensation expense. All shares owned by the ESOP have been allocated to participants. 
+During the first quarter of fiscal 2011, the Company purchased approximately 200,000 stock options held by certain key executives. The
+options had an exercise price of $5.45 and were due to expire on March 20, 2010. The purchase price paid by the Company for the options was approximately $250,000, representing the closing price for the Astro-Med’s common stock on
+March 3, 2010, less a 10% discount and the exercise price for each of the options. The original underlying stock options were granted during fiscal 2000 and there was no unrecognized compensation expense associated with the options. This
+transaction was charged to equity. The cash settlement of these options during the current quarter was a one-time event, as the Company has not historically settled any options for cash and has no plans to do so again in the future. 
+Note 8—Income Taxes 
+The components of income before income taxes are as follows: 
+Years Ended January 31, 
+2011 
+2010 
+Domestic 
+$ 
+1,772,680 
+$ 
+1,758,973 
+Foreign 
+1,010,934 
+1,923,237 
+$ 
+2,783,614 
+$ 
+3,682,210 
+42 
+Table of Contents 
+The components of the provision for income taxes are as follows: 
+Years Ended January 31, 
+2011 
+2010 
+Current: 
+Federal 
+$ 
+699,622 
+$ 
+(241,936 
+) 
+State 
+170,930 
+179,686 
+Foreign 
+(14,321 
+) 
+542,723 
+856,231 
+480,473 
+Deferred: 
+Federal 
+(191,938 
+) 
+233,320 
+State 
+(27,024 
+) 
+155,092 
+Foreign 
+84,576 
+47,478 
+(134,386 
+) 
+435,890 
+$ 
+721,845 
+$ 
+916,363 
+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, 
+2011 
+2010 
+Income tax provision at statutory rate 
+$ 
+946,428 
+$ 
+1,251,951 
+State taxes, net of federal tax effect 
+94,978 
+220,954 
+Change in valuation allowance 
+65,202 
+45,228 
+Reversal of reserves no longer required 
+(241,098 
+) 
+(237,807 
+) 
+Meals and entertainment 
+59,580 
+32,701 
+Domestic product deduction 
+(44,162 
+) 
+(7,002 
+) 
+Share-based compensation 
+76,162 
+74,381 
+Tax-exempt income 
+(21,983 
+) 
+(68,000 
+) 
+R&D credits 
+(108,093 
+) 
+(118,333 
+) 
+Other, net 
+(105,169 
+) 
+(277,710 
+) 
+$ 
+721,845 
+$ 
+916,363 
+During 2011, the Company recorded a benefit of $241,000 related to the resolution of a previously uncertain
+tax position and a benefit of $143,000 as a result of a favorable adjustment in the filing of the prior year’s tax returns. During 2010, the Company recorded a benefit of $335,000 related to the resolution of a previously uncertain tax position
+as a result of the conclusion of an IRS examination of the Company’s federal returns for fiscal year 2008. 
+43 
+Table of Contents 
+The components of deferred income tax expense arise from various temporary differences and
+relate to items included in the statement of operations. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities at January 31, 2011 and 2010 are as follows: 
+January 31, 
+2011 
+2010 
+Deferred Tax Assets: 
+Inventory Reserves 
+$ 
+1,507,591 
+$ 
+1,458,849 
+R&D Credits 
+244,948 
+250,847 
+Vacation Accrual 
+400,343 
+373,415 
+Deferred Service Contract Revenue 
+300,844 
+268,002 
+Reserve for Doubtful Accounts 
+190,578 
+172,370 
+Other 
+915,280 
+974,917 
+3,559,584 
+3,498,400 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+980,925 
+875,567 
+Deferred Tax Gain on Sale of Real Estate 
+1,235,098 
+1,235,098 
+Other 
+581,865 
+808,707 
+2,797,888 
+2,919,372 
+Subtotal 
+761,696 
+579,028 
+Valuation Allowance 
+(244,948 
+) 
+(179,749 
+) 
+Net Deferred Tax Assets 
+$ 
+516,748 
+$ 
+399,279 
+The valuation allowance at January 31, 2011 relates to certain state R&D tax credit carryforwards
+which are expected to expire unused. 
+The Company does not believe it is reasonably possible that any unrecognized tax
+benefits, accrued interest and penalties could decrease income tax expense in the next year due to either the review of previously filed tax returns or the expiration of certain statutes of limitation. A reconciliation of unrecognized tax benefits,
+excluding interest and penalties follows: 
+2011 
+2010 
+Balance at February 1 
+$ 
+875,225 
+$ 
+1,127,452 
+Increases in prior period tax positions 
+26,788 
+— 
+Increases in current period tax positions 
+72,140 
+76,379 
+Reductions related to lapse of statute of limitations 
+(247,492 
+) 
+— 
+Decreases related to settlements with tax authorities 
+— 
+(360,494 
+) 
+Foreign currency translation adjustments 
+— 
+31,888 
+Balance at January 31 
+$ 
+726,661 
+$ 
+875,225 
+If the $726,661 is recognized, $488,704 would decrease the effective tax rate in the period in which each of
+the benefits is recognized and the remainder would be offset by a reversal of deferred tax assets. 
+During fiscal 2011 and 2010
+the Company recognized $60,127 and $64,169, respectively, of potential interest and penalties, which are included as a component of income tax expense in the accompanying statement of operations. At January 31, 2011 and 2010, the Company had
+accrued potential interest and penalties of $420,317 and $360,191, respectively. 
+During the third quarter of fiscal 2011, the
+statute of limitations expired related to a foreign tax return position. As a result, we recorded a benefit of $241,000 related to this foreign tax return position. 
+44 
+Table of Contents 
+During the fourth quarter of fiscal 2010, the Internal Revenue Service officially concluded
+its examination the Company’s federal returns for fiscal year 2008. As a result of these tax return years being settled, we recorded a benefit of the $335,000 related to the resolution of a previously uncertain tax position. 
+The Company is subject to federal, state and local income taxes and non-U.S. tax examinations in accordance with the statute of limitation
+in each applicable jurisdictions. 
+At January 31, 2011, the Company has indefinitely reinvested $3,865,932 of the
+cumulative undistributed earnings of its foreign subsidiary, all of which would be subject to U.S. taxes if repatriated to the U.S. Through January 31, 2011, the Company has not provided deferred income taxes on the undistributed earnings of
+this subsidiary because such earnings are considered to be indefinitely reinvested. Non-U.S. income taxes are, however, provided on these undistributed earnings. 
+Note 9—Leases and Other Contractual Obligations 
+Minimum payments
+under noncancellable operating leases at January 31, 2011 were as follows: 
+2012 
+$ 
+419,952 
+2013 
+298,702 
+2014 
+173,353 
+2015 
+48,430 
+2016 and Thereafter 
+17,459 
+Minimum Lease Payments 
+$ 
+957,896 
+The Company incurred rent and lease expenses in the amount of $641,000 and $470,000 for the fiscal years 2011
+and 2010, respectively. 
+The Company has purchase obligations in the amount of $5,119,547 due within one year for goods and
+services with defined terms as to price, quantity, delivery and termination liability. 
+Note 10—Nature of Operations, Segment
+Reporting and Geographical 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, neuropsychological instrumentation systems and consumable 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 reports three reporting segments consistent with its sales product groups: Test & Measurement (T&M); QuickLabel Systems (QuickLabel) and
+Grass Technologies (Grass). 
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring
+and troubleshooting applications for the aerospace, automotive, metal mill, power and telecommunications industries. QuickLabel produces an array of high-technology digital label printers, labeling software and consumables for a variety of
+commercial industries worldwide. Grass produces a range of instrumentation equipment and supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG—Sleep Monitoring) and biomedical research applications used
+worldwide by universities, medical centers and companies engaged in a variety of clinical and research activities. The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies
+herein. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+Business is conducted in the United States and through foreign affiliates in Canada and Europe. Virtually all manufacturing activities are conducted in the United States. Sales and service activities
+outside the United States are conducted through wholly-owned entities and, to a lesser extent, through authorized distributors and agents. Transfer prices are intended to produce gross profit margins as would be associated with an arms-length
+transaction. 
+45 
+Table of Contents 
+Summarized below are the Net Sales and Segment Operating Profit (both in dollars and as a
+percentage of Net Sales) for each reporting segment: 
+($ in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+of Net Sales 
+2011 
+2010 
+2011 
+2010 
+2011 
+2010 
+T&M 
+$ 
+14,837 
+$ 
+14,247 
+$ 
+1,200 
+$ 
+1,148 
+8.1 
+% 
+8.1 
+% 
+QuickLabel 
+39,500 
+33,294 
+1,847 
+2,517 
+4.7 
+% 
+7.6 
+% 
+Grass 
+16,679 
+16,490 
+3,358 
+2,217 
+20.1 
+% 
+13.4 
+% 
+Total 
+$ 
+71,016 
+$ 
+64,031 
+6,405 
+5,882 
+9.0 
+% 
+9.2 
+% 
+Corporate Expenses 
+3,749 
+3,919 
+Gain on Legal Settlement 
+104 
+1,391 
+Operating Income 
+2,760 
+3,354 
+Other Income, Net 
+24 
+328 
+Income Before Income Taxes 
+2,784 
+3,682 
+Income Tax Provision 
+722 
+916 
+Net Income 
+$ 
+2,062 
+$ 
+2,766 
+No customer accounted for greater than 10% of net sales in fiscal 2011 and 2010. 
+Other information by segment is presented below: 
+($ in thousands) 
+Assets 
+2011 
+2010 
+T&M 
+$ 
+10,205 
+$ 
+8,275 
+QuickLabel 
+21,714 
+19,761 
+Grass 
+11,780 
+10,860 
+Corporate* 
+21,300 
+25,587 
+Total 
+$ 
+64,999 
+$ 
+64,483 
+* 
+Corporate assets consist of cash and cash equivalents, securities available for sale, income tax accounts and miscellaneous fixed assets.
+($ in thousands) 
+Depreciation and 
+Amortization 
+Capital Expenditures 
+2011 
+2010 
+2011 
+2010 
+T&M 
+$ 
+455 
+$ 
+484 
+$ 
+324 
+$ 
+330 
+QuickLabel 
+751 
+580 
+1,664 
+1,106 
+Grass 
+370 
+415 
+102 
+186 
+Total 
+$ 
+1,576 
+$ 
+1,479 
+$ 
+2,090 
+$ 
+1,622 
+Geographical Data 
+Presented below is selected financial information by geographic area: 
+($ in thousands) 
+Net Sales 
+Long-Lived Assets 
+2011 
+2010 
+2011 
+2010 
+United States 
+$ 
+50,614 
+$ 
+44,296 
+$ 
+11,352 
+$ 
+11,580 
+Europe 
+12,016 
+12,164 
+705 
+411 
+Asia 
+3,450 
+2,922 
+— 
+— 
+Canada 
+3,014 
+2,989 
+485 
+— 
+Central and South America 
+1,059 
+1,174 
+— 
+— 
+Other 
+863 
+486 
+— 
+— 
+Total 
+$ 
+71,016 
+$ 
+64,031 
+$ 
+12,542 
+$ 
+11,991 
+46 
+Table of Contents 
+Included in long-lived assets is goodwill assigned to the following segments: T&M
+$0.7 million and Grass $1.6 million at January 31, 2011 and 2010. 
+Note 11—Profit-Sharing Plan 
+Along with the ESOP described in Note 7, Astro-Med sponsors a Profit-Sharing Plan (the “Plan”) which provides retirement
+benefits to all eligible domestic employees. 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. Contributions paid or accrued amounted to
+$253,362 and $234,239 in fiscal 2011 and 2010, respectively. 
+Note 12—Product Warranty Liability 
+Astro-Med offers a one-year warranty for the majority of its products. The specific terms and conditions of warranties vary depending upon
+the product sold and country in which the Company does business. For products sold in the United States, a basic limited warranty, including parts and labor is provided. The Company estimates the costs based on historical claims experience and
+records a liability in the amount of such estimates at the time product revenue is recognized. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Activity in the product warranty
+liability is as follows: 
+January 31, 
+2011 
+2010 
+Balance, beginning of the year 
+$ 
+260,235 
+$ 
+302,464 
+Warranties issued 
+499,906 
+511,604 
+Settlements made 
+(502,059 
+) 
+(553,833 
+) 
+Balance, end of the year 
+$ 
+258,082 
+$ 
+260,235 
+Note 13—Concentration of Risk 
+Credit is generally extended on an uncollateralized basis to almost all customers after review of credit worthiness. Concentration of credit and geographic risk with respect to accounts receivable is
+limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs on-going credit evaluations of its customers. The Company has not historically experienced
+significant credit losses on collection of its accounts receivable. 
+Excess cash is invested principally in investment grade
+government and state municipal securities. The Company has established guidelines relative to diversification and maturities that maintain safety of principal, liquidity and yield. These guidelines are periodically reviewed and modified to reflect
+changes in market conditions. The Company has not historically experienced any significant losses on its cash equivalents or investments. 
+Note 14—Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising in the normal course of business that cover a wide range of matters including, among others, contract and employment
+claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+47 
+Table of Contents 
+Direct costs associated with the estimated resolution of contingencies are accrued at the
+earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent
+liabilities, including lawsuits, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or
+results of operations. It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the
+Company’s control. 
+Note 15—Fair Value Measurements 
+We measure our financial assets at fair value on a recurring basis in accordance with the guidance provided in ASC 820, “Fair Value Measurement and Disclosures” which defines fair value as the
+price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In addition, ASC 820 establishes a three-tiered hierarchy for inputs used in
+management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that
+reflect management’s belief about the assumptions market participants would use in pricing a financial instrument based on the best information available in the circumstances. 
+The fair value hierarchy is summarized as follows: 
+• 
+Level 1—Quoted prices in active markets for identical assets or liabilities; 
+• 
+Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
+quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and 
+• 
+Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
+liabilities 
+The following tables represent the fair value hierarchy for our financial assets (cash
+equivalents and investments in marketable securities) measured at fair value on a recurring basis: 
+January 31, 2011 
+Level 1 
+Level 2 
+Level 3 
+Total 
+Money market funds 
+$ 
+4,926,983 
+$ 
+— 
+$ 
+— 
+$ 
+4,926,983 
+State and municipal obligations 
+12,910,232 
+— 
+— 
+12,910,232 
+Total 
+$ 
+17,837,215 
+$ 
+— 
+$ 
+— 
+$ 
+17,837,215 
+January 31, 2010 
+Level 1 
+Level 2 
+Level 3 
+Total 
+Money market funds 
+$ 
+8,126,245 
+$ 
+— 
+$ 
+— 
+$ 
+8,126,245 
+State and municipal obligations 
+9,116,546 
+— 
+— 
+9,116,546 
+Governmental obligations 
+1,249,998 
+— 
+— 
+1,249,998 
+Auction rate security 
+— 
+— 
+488,670 
+488,670 
+Total 
+$ 
+18,492,789 
+$ 
+— 
+$ 
+488,670 
+$ 
+18,981,459 
+At January 31, 2010, the Level 3 asset consisted of an auction rate security whose underlying assets
+were backed by municipal assets. While we were continuing to earn interest at the maximum contractual rate, this investment was not trading and therefore did not have a readily determinable market value. The Company used the services of a global
+investment management and advisory firm to manage its auction rate security position. This investment management firm had developed and implemented a proprietary methodology for pricing auction rate securities using a disciplined discounted cash
+flow approach to establish fair market valuation. During the current year, this auction rate security was redeemed by our investment advisor at full par value and accordingly, we recorded a realized gain of $11,330 related to this settlement.
+48 
+Table of Contents 
+The following table provides a summary of changes in fair value of the Company’s
+auction rate securities: 
+January 31, 
+2011 
+January 31, 
+2010 
+Beginning balance 
+$ 
+488,670 
+$ 
+890,925 
+Settlement 
+(500,000 
+) 
+(500,000 
+) 
+Realized gain included in net income 
+11,330 
+109,075 
+Unrealized loss included in other comprehensive income (loss) 
+— 
+(11,330 
+) 
+Ending balance 
+$ 
+— 
+$ 
+488,670 
+Note 16—Litigation Settlement 
+In November 2009, Astro-Med was awarded a $1,391,000 judgment related to a lawsuit filed by the Company against a former employee and a competitor business. At issue in the lawsuit was the violation of a
+non-competition agreement which the former employee had signed as a condition of employment with Astro-Med. The $1,391,000 judgment includes both punitive and exemplary damages, as well as attorney fees (all of which have been previously expensed)
+and related interest earned on the judgment and was recorded as a gain on legal settlement in the accompanying statement of operations and as a receivable in prepaid and other current assets in the accompanying balance sheet for the year ended
+January 31, 2010. In November 2009, the Company also filed a motion to amend the original judgment to include additional legal fees of $73,000. This motion was granted on February 12, 2010. On February 17, 2010, the Company collected
+a total of $1,495,000 related to this legal proceeding, which includes the $1,391,000 gain on legal settlement recorded in fiscal 2010 and $104,000 for interest and the additional attorney fees as granted by the February 12, 2010 motion. The
+$104,000 was recorded as an additional gain on legal settlement in fiscal 2011 and is included gain on legal settlement in the accompanying consolidated statement of operations for the year ended January 31, 2011. 
+Note 17—Prior Period Adjustments 
+During the fourth quarter of fiscal 2011, we determined that our accounts payable balance was overstated due to clerical errors in processing which had accumulated over a period of years. In addition, we
+determined that our income taxes payable balance was overstated due to an error in accounting for refundable income taxes of our subsidiary in Germany. These errors, which arose in periods prior to February 1, 2010, are not considered to be material
+to previously issued financial statements. 
+In order to correct these immaterial errors, the Company has revised the
+accompanying balance sheet as of January 31, 2010, to decrease accounts payable by $498,762, to decrease income tax payable by $107,511 and to decrease current deferred tax assets by $192,622 and has increased beginning balance retained earnings as
+of February 1, 2009 by $413,651. No adjustments were required to be made to the accompanying fiscal 2010 statements of operations and cash flows as such adjustments were deemed immaterial. 
+49 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2011 
+$ 
+518,789 
+$ 
+81,981 
+$ 
+(53,900 
+) 
+$ 
+546,870 
+2010 
+$ 
+576,735 
+$ 
+70,000 
+$ 
+(127,946 
+) 
+$ 
+518,789 
+(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, also includes foreign exchange adjustment. 
+50
\ No newline at end of file
diff --git a/raw/filings/0000008146/2010/0001193125-11-101229/filing_metadata.csv b/raw/filings/0000008146/2010/0001193125-11-101229/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..cea25e1dd9b0164a421fdcb60af68052f45f6020
--- /dev/null
+++ b/raw/filings/0000008146/2010/0001193125-11-101229/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000008146,ALOT,"AstroNova, Inc.",10-K,2011-04-19,2011-01-31,2011-04-18T22:51:11.000Z,0001193125-11-101229,d10k.htm,FORM 10-K,833283,0,0,https://www.sec.gov/Archives/edgar/data/8146/000119312511101229/d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312511101229/,2010,2010,1
diff --git a/raw/filings/0000008146/2010/0001193125-11-101229/item1.txt b/raw/filings/0000008146/2010/0001193125-11-101229/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0247726b851f7d9629908860ccf58fd1fb08233f
--- /dev/null
+++ b/raw/filings/0000008146/2010/0001193125-11-101229/item1.txt
@@ -0,0 +1,120 @@
+Item 1. Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc. and
+its consolidated subsidiaries. 
+Astro-Med, Inc. designs, develops, manufactures and distributes a broad range of specialty
+printers and data acquisition and analysis systems, including both hardware and software, which incorporate advance technologies in order to acquire, store, analyze and present data in multiple formats. Target markets for products of the Company
+include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, life sciences, packaging and transportation. 
+The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers
+outside of the United States primarily by using authorized dealers and international sales representatives, who are managed from our foreign sales offices. Approximately 30% of the Company’s sales in fiscal 2011 were to customers located
+outside the United States. 
+We operate our business through three operating segments, Astro-Med Test & Measurement
+(T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Financial information by business segment and geographic area appears in Note 10 to the Consolidated Financial Statements of this Annual Report on Form 10-K. The
+following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 13 through 20 of this Annual Report on Form 10-K. 
+Description of Business 
+Product Overview 
+Astro-Med, Inc. develops and manufactures specialty printers and data acquisition systems. We sell our products under the brand names Astro-Med ® Test & Measurement (T&M),
+Grass ® Technologies (Grass ® ), and QuickLabel ® Systems
+(QuickLabel ® ). 
+Products sold under the Astro-Med ® Test & Measurement
+brand acquire and record data and print the output onto charts or electronic media. Products sold under the
+Grass ® brand electronically capture and record neurological data that is used to analyze and diagnose disorders
+such as epilepsy and sleep apnea. Products sold under the QuickLabel ® brand make labels used in product
+packaging and automatic identification applications. 
+3 
+Table of Contents 
+The Company supplies a range of products that include hardware, software and consumables to customers who are in a variety of industries. 
+Astro-Med Test & Measurement products include ruggedized printers and data acquisition systems. Current
+Astro-Med ® T&M products include the TMX™ high-speed data acquisition system, ToughWriter ® ruggedized cockpit printers, ToughSwitch ® Ethernet switches, the Dash ® 
+series data recorders, and the Everest ® telemetry recorders. 
+ToughWriter ® ruggedized cockpit printers are used in the flight deck and in the cabins of military and commercial aircraft to print hard copies of airport maps, flight
+itineraries, weather maps, gate information, and ground communications. ToughSwitch ® Ethernet switches are used
+in commercial and military aircraft and military vehicles to connect multiple computers or Ethernet devices together. These products are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under
+extreme environmental conditions. The Company is currently furnishing ToughWriter ® cockpit printers for several
+airplanes made by Airbus, Boeing, Bombardier, and Lockheed. 
+The Company’s family of portable data
+recorders, including the TMX™ and the Dash ® series (Dash 2EZ+, Dash 8Xe, Dash 8HF, Dash 8XPM, Dash 18X,
+Dash 20HF, and Dash 32HF) are used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power generating plants, automotive R&D centers, manufacturing plants, and for aerospace applications. The TMX™ data
+acquisition system is designed for data capture of long-term testing in automotive, aerospace, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including
+time-stamped and synchronized video capture data and audio notation, is important. 
+The Everest ® telemetry recorders are used widely in the aerospace industry to monitor and track space vehicles, aircraft,
+missiles and other systems in flight. Everest ® data recorders are used principally in the telemetry sector of
+the aerospace industry, where they are used to monitor parameters from an aircraft or space vehicle during flight test and vehicle launch. 
+Products sold under the Grass ® Technologies brand include
+neurophysiological recording instruments, software, stimulators, electrode preps, consumable products, and Grass’ industry-renowned electrodes. Grass ® equipment detects and amplifies neurophysiological signals for acquisition, review, and analysis via special Grass ® software. 
+Grass ® clinical equipment is primarily sold into the Sleep Disorders (PSG), Routine/Ambulatory EEG, and Long-Term Epilepsy
+Monitoring (LTM) diagnostic markets, and is sold to hospitals, free-standing clinics, and private physicians’ offices. Current Grass ® clinical products include the FDA-listed
+Grass ® S12X Cortical Stimulator for cortical stimulation mapping to aid in cortical resection procedures, the
+TREA ® ambulatory EEG recorder, the SleepTrek ® 3 at-home sleep screener, a small lightweight physiological data recorder, and TWin ® Neurotrac-III Neuromonitoring Software for computing and displaying long-term trends during continuous EEG monitoring in the ICU, NICU, OR, and Seizure Monitoring
+units. 
+Grass ® research products consist of square pulse stimulators; including the S88X dual-output with digital controls model and the SD9 student research model, as well as
+amplifiers, including the LP511 high performance AC model and P122 AC/DC Strain Gage model as well as the 15LT Amplifier System. Customers of the Grass ® research line are typically university research centers or pharmaceutical companies engaged in drug research. The Grass ® consumable products are comprised predominantly of sensing devices used to collect physiological data and are
+utilized with the systems described above. 
+Products sold under the QuickLabel ® brand include short-run, digital color label printers developed for in-house label printing, labeling software,
+label and tag substrates, label printing inks including thermal transfer ribbons, toners, and inkjet inks; custom label printing services, and a range of printer accessories. The breadth of the product line allows QuickLabel sales and support staff
+to serve customers at virtually every level of their label printing needs. 
+4 
+Table of Contents 
+With its broad range of entry-level, mid-range, and high-performance
+digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel ® products are primarily sold to end-user manufacturers, processors, and retailers who label products on a just-in-time basis, private label, contract package, or label
+products in foreign languages for export markets. These end-users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals,
+cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods. 
+Current QuickLabel ® models include the Vivo! ® 
+Touch, a patented electrophotographic color label printer developed to print full-color variable information labels in an office or factory; the Zeo! ® , an entry-level inkjet label printer developed in partnership with Hewlett-Packard; and the Xe series of digital color label printers utilizing thermal transfer
+technology, including the QLS-4100 Xe, QLS-2000 Xe and QLS-3000 Xe. The Xe Series of label printers are unique in the industry in that they can be directly integrated with automated production lines and represent a novel, patented application of
+multi-color thermal transfer technology, which was historically only commercialized in single-color barcode label printers. QuickLabel also sells and supports its own Pronto! ® family of barcode printers/monochrome printers which utilize single color-thermal transfer label printing technology. 
+Technology 
+The core
+technologies of Astro-Med 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. 
+We are continually improving the performance and functionality of our core technologies, enabling us to lead the competition with
+innovative products. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and registers its brand trademarks. While we consider our patents to be
+important to the operation of our business, we do not believe that any existent patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the
+Company’s business taken as a whole. 
+Manufacturing and Supplies 
+Astro-Med designs its products and manufactures many of the component parts. The balance of the parts required for manufacture of our
+products are produced to our specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to our specifications, are generally available from numerous suppliers. However, we do obtain certain
+components of our products and certain finished products from sole sources. 
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2011 and 2010, we incurred costs of $5,020,000
+and $4,820,000, respectively, on Company-sponsored product development. We are committed to product development as a requisite to our organic growth and expect to continue our focus on research and development efforts in fiscal 2012 and beyond.
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research diagnostics; specialty printing systems; and data acquisition and analysis. We retain a competitive position in our
+respective markets by 
+5 
+Table of Contents 
+virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. We market our products worldwide by advertising and promotion using major national
+and international trade journals, scientific meetings and trade shows, direct mailing campaigns, and the internet. 
+Our products are sold by direct field sales persons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field sales people located in major
+cities from coast to coast specializing in either Astro-Med ® T&M products, QuickLabel ® products, or Grass ® Technologies products. Additionally, we have direct field sales and service centers in Canada, France, Germany and the United Kingdom staffed by our own employees. In
+the remaining parts of the world, Astro-Med utilizes approximately 60 independent dealers and representatives selling and marketing our products in 50 countries. 
+Astro-Med has a number of competitors in each of the markets that it serves. In the T&M area, we believe that we lead the field in data acquisition systems. In the digital color label printing field,
+we believe we lead the world in color label printing technology, and we were the first to market an electrophotographic color label printer capable of printing on continuous rollstock. 
+Our Grass ® Technologies products are devoted to clinical applications in electroncephalography (EEG), polysomnography (PSG), and Long Term Epilepsy Monitoring (LTM). There are
+approximately ten companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. We believe we offer superior products based upon our long history and pioneering efforts in the field since 1935. Unlike
+most of our competitors, Astro-Med designs, manufactures and produces complete systems including transducers, amplifiers, sensors and Windows-based application software. Additionally, we produce a range of life science products for the research
+market many of which eventually find their way into clinical applications. 
+No single customer accounted for 10% or more of our
+net sales in any of the last two fiscal years. 
+International Sales 
+In fiscal 2011 and 2010, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western
+Europe, amounted to $20,402,000 and $19,735,000, respectively. 
+Order Backlog 
+Astro-Med’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 may not indicate future sales trends. Backlog at January 31, 2011 and
+2010 was $7,114,000 and $5,675,000, respectively. 
+Employees 
+As of January 31, 2011, Astro-Med employed 423 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual 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 averaged approximately $570,000 a year for the last five fiscal years. 
+Available Information 
+We make available free of charge on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly
+Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to 
+6 
+Table of Contents 
+those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such
+material with, or furnishes it to, the Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2010/0001193125-11-101229/item13.txt b/raw/filings/0000008146/2010/0001193125-11-101229/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..185bc242f799c8cc8c683d2fe158d4646b0ae558
--- /dev/null
+++ b/raw/filings/0000008146/2010/0001193125-11-101229/item13.txt
@@ -0,0 +1,4 @@
+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 2011 Annual Meeting of Shareholders.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2010/0001193125-11-101229/item9a.txt b/raw/filings/0000008146/2010/0001193125-11-101229/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c2e0eb05c4c2acb8acaa9ea2c86bcd59f85b929b
--- /dev/null
+++ b/raw/filings/0000008146/2010/0001193125-11-101229/item9a.txt
@@ -0,0 +1,23 @@
+Item 9A. Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of
+the end of the period covered by this Annual Report on Form 10-K pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief
+Financial Officer have concluded that our disclosure controls and procedures are effective at January 31, 2011 to ensure that the information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and
+reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 
+Management’s Annual Report on Internal Control over Financial Reporting 
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such
+term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the
+preparation of published financial statements in accordance with generally accepted accounting principles. 
+Because of the
+inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of
+changes in conditions, or the degree of compliance may deteriorate. 
+Management conducted its evaluation of the effectiveness
+of its internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31,
+2011. Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2011, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO
+in “Internal Control-Integrated Framework.” 
+This annual report does not include an attestation report of the
+Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the
+Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to affect our
+internal control over financial reporting.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2010/0001193125-11-101229/rp_note.txt b/raw/filings/0000008146/2010/0001193125-11-101229/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2010/0001193125-11-101229/rpt_disclosure.txt b/raw/filings/0000008146/2010/0001193125-11-101229/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5f898aa862699dec7e7ea1595595b2e6c235fc8f
--- /dev/null
+++ b/raw/filings/0000008146/2010/0001193125-11-101229/rpt_disclosure.txt
@@ -0,0 +1,20 @@
+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. 
+The law firm
+of Hinckley Allen & Snyder LLP, of which Mr. Hopkins is a retired partner, provides legal services to the Company. 
+18 
+Other than as described below, 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, 2012 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. 
+The
+Company employs two sons of Mr. Pizzuti, Eric Pizzuti, as Vice President and General Manager of QuickLabel Systems (formerly National Sales Manager (QuickLabel Systems)), and William Pizzuti, as Regional Sales Manager (QuickLabel Systems), to
+whom the Company paid over $120,000 in compensation, including $157,470 and $177,399, respectively, in salary and commissions during the fiscal year ended January 31, 2012. In addition, the Company made matching contributions for the fiscal
+year 2012 under its qualified Profit-Sharing Plan of $2,591 to Eric Pizzuti and $3,415 to William Pizzuti. The Company also made vacation payouts to Messrs. E. Pizzuti and W. Pizzuti of $5,343 and $1,080 respectively. Messrs. E. Pizzuti and W.
+Pizzuti received employer contributions to their Employee Stock Ownership Plan accounts of $632 each. William Pizzuti also received stock option grants during the 2012 fiscal year with a fair market value at the date of grant equal to $1,623.
+The Company also employs a son-in-law of Albert
+W. Ondis, Eric Menke, as Manager of International Dealer Sales, and during the fiscal year ended January 31, 2012 paid him $107,495 in salary and commissions. He also received stock option grants during the 2012 fiscal year with a fair market
+value at the date of grant equal to $1,014 and matching contributions under the Company’s qualified Profit-Sharing Plan and Employee Stock Ownership Plan of $2,055 and $632, respectively. Mr. Menke also had disqualifying disposition income
+during fiscal year 2012 on the sale of incentive stock options granted by the Company in the amount of $19,419. 
+19
\ No newline at end of file
diff --git a/raw/filings/0000008146/2011/0001193125-12-150141/filing.txt b/raw/filings/0000008146/2011/0001193125-12-150141/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ecc97695b74085fd359f52e25a69b5ddbcb7ad15
--- /dev/null
+++ b/raw/filings/0000008146/2011/0001193125-12-150141/filing.txt
@@ -0,0 +1,3061 @@
+10-K
+1
+d272581d10k.htm
+FORM 10-K
+Form 10-K 
+Table of Contents 
+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, 2012 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from to
+Commission file number 0-13200 
+Astro-Med,
+Inc. 
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(Address of principal executive offices) 
+(Zip Code) 
+Registrant’s telephone number, including area code: (401) 828-4000 
+Securities registered pursuant to Section 12(b) of the Act: 
+Title of each class 
+Name of each exchange 
+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 the registrant is a well-known
+seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
+Act. Yes ¨ No 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 x No ¨ 
+Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
+Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
+files). Yes x No ¨ 
+Indicate by checkmark 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 the Registrant’s knowledge, in definitive proxy or information statement 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 is a large accelerated filer, an
+accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
+Large accelerated filer ¨ 
+Accelerated filer ¨ 
+Non-accelerated filer ¨ 
+Smaller reporting company x 
+(Do not check if a smaller reporting company) 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
+Act): Yes ¨ No x 
+The aggregate market value of the registrant’s voting common equity held by non-affiliates at July 29, 2011 was approximately
+$43,368,741 based on the closing price on the Nasdaq Global Market on that date. 
+As of March 30, 2012 there were 7,427,773
+shares of Common Stock (par value $0.05 per share) of the registrant outstanding. 
+DOCUMENTS INCORPORATED BY REFERENCE
+Portions of the Company’s definitive Proxy Statement for the 2012 Annual Meeting of Shareholders are incorporated by
+reference into Part III of this Annual Report on Form 10-K where indicated. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-6 
+Item 1A. 
+Risk Factors 
+6-10 
+Item 1B. 
+Unresolved Staff Comments 
+10 
+Item 2. 
+Properties 
+11 
+Item 3. 
+Legal Proceedings 
+11 
+Item 4. 
+Mine Safety Disclosures 
+11 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
+12-14 
+Item 6. 
+Selected Financial Data 
+14 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of
+Operations 
+14-21 
+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 
+Item 9A. 
+Controls and Procedures 
+22-23 
+Item 9B. 
+Other Information 
+23 
+PART III 
+Item 10. 
+Directors, Executive Officers and Corporate Governance 
+24-25 
+Item 11. 
+Executive Compensation 
+25 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
+Matters 
+25-26 
+Item 13. 
+Certain Relationships, Related Transactions and Director Independence 
+26 
+Item 14. 
+Principal Accountant Fees and Services 
+26 
+PART IV 
+Item 15. 
+Exhibits and Financial Statement Schedule 
+27 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+Forward-Looking Statements 
+Information included in this Annual Report on
+Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning
+future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and
+similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our
+actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in this Annual
+Report on Form 10-K under “Item 1A. Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to
+unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K. 
+PART I 
+Item 1. Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc.
+and its consolidated subsidiaries. 
+Astro-Med, Inc. designs, develops, manufactures and distributes a broad range of specialty
+printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software
+products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, life sciences, packaging and transportation. 
+The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers
+outside of the United States primarily by using authorized dealers and international sales representatives, who are managed from our foreign branch offices. Approximately 30% of the Company’s sales in fiscal 2012 were to customers located
+outside the United States. 
+Astro-Med operates its business through three operating segments, Astro-Med Test &
+Measurement (T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Financial information by business segment and geographic area appears in Note 10 to the Consolidated Financial Statements of this Annual Report on Form 10-K.
+The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 14 through 18 of this Annual Report on Form 10-K.
+Description of Business 
+Product Overview 
+Astro-Med, Inc. develops and
+manufactures specialty printers and data acquisition systems. The Company’s products sell under the brand names
+Astro-Med ® Test & Measurement (T&M), Grass ® Technologies (Grass ® ), and
+QuickLabel ® Systems (QuickLabel ® ). 
+Products sold under
+the Astro-Med T&M brand acquire and record data and print the output onto charts or electronic media. Products sold under the Grass ® brand electronically capture and record neurological data that is 
+3 
+Table of Contents 
+used to analyze and diagnose disorders such as epilepsy and sleep apnea. Products sold under the QuickLabel ® brand digitally print custom labels used in product packaging and automatic identification applications. 
+The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of
+industries. 
+Astro-Med Test & Measurement products include the Dash ® MX portable data acquisition system, TMX™ high-speed data acquisition system, ToughWriter ® ruggedized cockpit printers, ToughSwitch ® Ethernet switches, Dash ® 
+series data recorders, and Everest ® telemetry recorders. 
+ToughWriter ® ruggedized cockpit printers are used in the flight deck and in the cabins of military and commercial aircraft to print hard copies of landing strips, flight
+itineraries, weather maps, gate information, and ground communications. ToughSwitch ® Ethernet switches are used
+in commercial and military aircraft and military vehicles to connect multiple computers or Ethernet devices together. These products are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under
+extreme environmental conditions. The Company is currently furnishing ToughWriter ® cockpit printers for several
+airplanes made by Airbus, Boeing, Bombardier, and Lockheed. 
+The Company’s family of portable data
+recorders are used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power generating plants, automotive R&D centers, manufacturing plants, and for aerospace applications. The TMX™ data acquisition system
+is designed for data capture of long-term testing in automotive, aerospace, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including time-stamped and
+synchronized video capture data and audio notation, is important. 
+Everest ® telemetry recorders are used widely in the aerospace industry to monitor and track space vehicles, aircraft,
+missiles and other systems in flight. 
+Products sold under the Grass ® brand include neurophysiological recording instruments, software, stimulators, electrode preps, consumable products,
+and Grass’ industry-renowned electrodes. Grass ® equipment detects and amplifies neurophysiological signals
+for acquisition, review, and analysis via special Grass ® software. 
+Grass ® clinical equipment is primarily sold into the Sleep Disorders (PSG), Routine/Ambulatory EEG, and Long-Term Epilepsy Monitoring (LTM) diagnostic markets, and is sold
+to hospitals, free-standing clinics, and private physicians’ offices. Current Grass ® clinical products
+include the FDA-listed Grass ® S12X Cortical Stimulator for stimulation mapping to aid in cortical resection
+procedures, the TREA ® ambulatory EEG recorder, the SleepTrek ® 3 at-home sleep screener, the
+Comet-Plus ® for routine and expanded PSG/EEG studies and TWin ® Neurotrac-III Neuromonitoring Software for computing and displaying long-term trends during continuous EEG monitoring in the ICU, NICU, OR, and Seizure Monitoring
+units. 
+Grass ® research products consist of square pulse stimulators, including the S88X dual-output with digital controls model and the SD9 student research model, as well as
+amplifiers, including the LP511 high performance AC model and P122 AC/DC Strain Gage model as well as the 15LT Amplifier System. Customers of the Grass ® research line are typically university research centers or pharmaceutical companies engaged in drug research. The Grass ® consumable products are comprised predominantly of precious metal recording electrodes as well as sensing devices
+used to collect physiological data and are utilized with the systems described above. 
+Products sold under
+the QuickLabel ® brand include digital color label printers developed for in-house label printing and software,
+label and tag substrates, label printing inks including thermal transfer ribbons, toners, custom label printing services, and a range of printer accessories. The breadth of the product line allows QuickLabel sales and support staff to serve
+customers at virtually every level of their label printing needs. 
+With its broad range of entry-level,
+mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel ® products are primarily sold to end-user manufacturers, processors, and retailers who label products on a 
+4 
+Table of Contents 
+just-in-time basis. Users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include
+apparel, chemicals, cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods. 
+Current QuickLabel ® models include the Vivo! ® Touch, a patented electrophotographic color label printer developed to print full-color variable information labels
+in an office or factory; the Zeo! ® , an entry-level inkjet label printer developed in partnership with
+Hewlett-Packard; and the Xe series of digital color label printers utilizing thermal transfer technology. The Xe Series of label printers are unique in the industry in that they can be directly integrated with automated production lines and
+represent a novel, patented application of multi-color thermal transfer technology. QuickLabel also sells and supports its
+Pronto! ® family of barcode printers which utilize single color-thermal transfer label printing technology.
+Technology 
+The core technologies of Astro-Med relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard
+copy, monitor or electronic storage media, and (4) analyzing the data. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and
+registers its brand trademarks. While we consider our patents to be important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss
+or termination would have a material adverse effect on the Company’s business taken as a whole. 
+Manufacturing and Supplies
+Astro-Med designs its products and manufactures many of the component parts. The balance of the parts required for
+manufacture of our products are produced to our specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to our specifications, are generally available from numerous suppliers. However, we do
+obtain certain components of our products and certain finished products from sole sources. 
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2012 and 2011, we spent $5,243,000 and
+$5,020,000, respectively, on Company-sponsored product development. We are committed to continuous product development as a requisite to our organic growth and expect to continue our focus on research and development efforts in fiscal 2013 and
+beyond. 
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research diagnostics, specialty printing systems, and data acquisition and analysis. We retain a competitive position in our
+respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. We market our products worldwide by advertising and promotion using major national and international trade
+journals, scientific meetings, trade shows, direct mailing campaigns, and the internet. 
+Our products are
+sold by direct field sales persons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field sales people located in major cities from coast to coast specializing in either Astro-Med ® T&M products, QuickLabel ® products, or Grass ® 
+Technologies products. Additionally, we have direct field sales and service centers in Canada, France, Germany and the United 
+5 
+Table of Contents 
+Kingdom staffed by our own employees. In the rest of the world, Astro-Med utilizes approximately 90 independent dealers and representatives selling and marketing our products in 70 countries.
+Astro-Med has a number of competitors in each of the markets that it serves. In the T&M area, we believe that we are one
+of the leaders in data acquisition systems. In the digital color label printing field, we believe we lead the world in portable bench-top color label printing technology, and we were the first to market an electrophotographic color label printer
+capable of printing on continuous rollstock. 
+Our Grass Technologies products are devoted to clinical
+applications in electroencephalography (EEG), polysomnography (PSG), and Long Term Epilepsy Monitoring (LTM). There are approximately ten companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader.
+We believe we offer superior products based upon our long history and pioneering efforts in the field since 1935. Additionally, we produce a range of life science products for the research market many of which eventually find their way into clinical
+applications. 
+No single customer accounted for 10% or more of our net sales in any of the last two fiscal years. 
+International Sales 
+In
+fiscal 2012 and 2011, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $24,189,000 and $20,402,000, respectively. 
+Order Backlog 
+Astro-Med’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 may not indicate future sales trends. Backlog at January 31, 2012 and
+2011 was $6,220,000 and $7,114,000, respectively. 
+Employees 
+As of January 31, 2012, Astro-Med employed 372 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual transactions, which can cause fluctuations in sales from quarter to quarter.
+Available Information 
+We make available on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable,
+amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the
+Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Item 1A. Risk Factors 
+The following risk factors should be carefully considered in evaluating Astro-Med because such factors may have a significant impact on our business, operating results, liquidity and financial condition.
+As a result of the 
+6 
+Table of Contents 
+risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that
+we currently consider to be immaterial, may also impact our business operations. 
+Depressed general economic conditions, financial market
+disruptions, and uncertainties in the global credit and equity markets may adversely affect Astro-Med’s results of operation and financial position. 
+Our business is sensitive to changes in general economic conditions, both inside and outside the United States. As widely reported, financial markets throughout the world have experienced extreme
+disruption since 2008, including historically high volatility in securities prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining value of others, failure of major financial
+institutions and unprecedented government support of financial institutions and corporations. Recurrence of these developments and a related economic downturn may adversely impact our business resulting in: 
+• 
+Reduced demand for our products realized by diminished new orders and increases in order cancellations; 
+• 
+Increased risk of excess and obsolete inventories; 
+• 
+Increased pressure on the prices for our products and services; 
+• 
+Greater difficulty in collecting accounts receivables; 
+• 
+Greater risk of impairment to the value and liquidity of our investment portfolio: and 
+• 
+Greater risk that cost reduction actions may be necessary resulting in restructuring charges 
+Astro-Med’s operating results and financial condition could be harmed if the markets into which we sell our product decline or do not grow as
+anticipated. 
+Any decline in our customers’ markets or in their general economic conditions, including declines
+related to the market disruptions as described above, would likely result in a reduction in demand for our products. For example, although we have experienced measured progress in fiscal 2012 and 2011, as sales have increased from prior years, we
+are still affected by the continued global economic downturn as some of our customers remain reluctant to make capital equipment purchases and are limiting consumable product purchases to quantities necessary to satisfy immediate needs with no
+provisions to stock supplies for future use. Also, if our customers’ markets decline, we may not be able to collect on outstanding amounts due to us. Such declines could harm our results of operations, financial position and cash flows and
+could limit our ability to continue to remain profitable. 
+Astro-Med’s future revenue growth depends on our ability to introduce new
+products and services on a timely basis and achieve market acceptance of these new products and services. 
+The markets
+for our products are characterized by rapidly changing technology and accelerating product introduction cycles. Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying
+high-quality, cost-effective products, product enhancements and services on a timely basis and by keeping pace with technological developments and emerging industry standards. The success of our new products will also depend on our ability to
+differentiate our offerings from our competitors’ offerings; price our products competitively; anticipate our competitor’s development of new products; and maintain high levels of product quality and reliability. Astro-Med spends a
+significant amount of time and effort related to the development of our Ruggedized and Color Printer products as well as our Test and Measurement products. Failure to further develop any of our new products and their related markets as anticipated
+could adversely affect our future revenue growth and operating results. 
+Astro-Med faces significant competition and our failure to
+compete successfully could adversely affect our results of operations and financial condition . 
+We
+operate in an environment of significant competition, driven by rapid technological advances, evolving industry standards, frequent new product introductions and the demands of customers to become more efficient.
+7 
+Table of Contents 
+Our competitors range from large international companies to relatively small firms. We compete primarily on the basis of technology, performance, price, quality, reliability, brand, distribution
+and customer service and support. Our success in future performance is largely dependent upon our ability to compete successfully in the markets we currently serve and to expand into additional market segments. Additionally, current competitors or
+new market entrants may develop new products with features that could adversely affect the competitive position of our products. To remain competitive, we must develop new products, services and applications and periodically enhance our existing
+offerings. If we are unable to compete successfully, we could lose market share and important customers to our competitors which could materially adversely affect our results of operations and financial position. 
+Astro-Med is dependent upon contract manufacturers for some of our products. If these manufacturers do not meet our requirements, either in
+volume or quality, then we could be materially harmed. 
+During fiscal 2012, we subcontracted the manufacturing and
+assembly of certain of our products to an independent third party at facilities located in various countries. Relying on subcontractors involves a number of significant risks, including: 
+• 
+Loss of control over the manufacturing process; 
+• 
+Potential absence of adequate production capacity; 
+• 
+Potential delays in production lead times; 
+• 
+Unavailability of certain process technologies; and 
+• 
+Reduced control over delivery schedules, manufacturing yields, quality and costs. 
+If our significant subcontractor becomes unable or unwilling to continue to manufacture these products in required volumes, we will have
+to identify qualified alternate subcontractors or we will take over the manufacturing ourselves in as much as we own the designs, drawings, and bills of material for all our products. Additional qualified subcontractors may not be available, or may
+not be available on a timely or cost competitive basis. Any interruption in the supply of, or increase in the cost of, the products manufactured by third party subcontractors could have a material adverse effect on our business, operating results
+and financial condition. 
+For certain components and assembled products, Astro-Med is dependent upon single or limited source suppliers.
+If these suppliers do not meet demand, either in volume or quality, then we could be materially harmed. 
+If the supply
+of a key component or assembled products were to be delayed or curtailed or, in the event a key manufacturing or sole vendor delays shipment of such components or completed products, our ability to ship products in desired quantities and in a timely
+manner would be adversely affected. Our business, results of operations and financial position could also be adversely affected, depending on the time required to obtain sufficient quantities from the original source or, if possible, to identify and
+obtain sufficient quantities from an alternative source. Additionally, if any single or limited source supplier becomes unable or unwilling to continue to supply these components or assembled products in required volumes, we will have to
+identify and qualify acceptable replacements or redesign our products with different components. Alternative sources may not be available, or product redesign may not be feasible on a timely basis. Any interruption in the supply of or increase in
+the cost of the components and assembled products provided by single or limited source suppliers could have a material adverse effect on our business, operating results and financial condition. 
+Economic, political and other risks associated with international sales and operations could adversely affect Astro-Med’s results of operations and financial position. 
+Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. Revenue from
+international operations, which includes both direct and indirect sales to customers outside the U.S. accounted for approximately 30% of our total revenue for fiscal year 2012 and we anticipate that international sales will continue to account for a
+significant portion of our revenue. In addition, many of our 
+8 
+Table of Contents 
+employees, suppliers, job functions and facilities are located outside the U.S. Accordingly, our future results could be harmed by a variety of factors, including: 
+• 
+Interruption to transportation flows for delivery of parts to us and finished goods to our customers; 
+• 
+Customer and vendor financial stability; 
+• 
+Changes in foreign currency exchange rates; 
+• 
+Changes in a specific country’s or region’s environment including political, economic, monetary, regulatory or other conditions;
+• 
+Trade protection measures and import or export licensing requirements; 
+• 
+Negative consequences from changes in tax laws; 
+• 
+Difficulty in managing and overseeing operations that are distant and remote from corporate headquarters; 
+• 
+Difficulty in obtaining and maintaining adequate staffing; 
+• 
+Differing labor regulations; 
+• 
+Differing protection of intellectual property; 
+• 
+Unexpected changes in regulatory requirements; and 
+• 
+Geopolitical turmoil, including terrorism and war. 
+Astro-Med’s profitability is dependent upon our ability to obtain adequate pricing for our products and to improve our cost structure. 
+Our success depends on our ability to obtain adequate pricing for our products and services which provides a reasonable return to our
+shareholders. Depending on competitive market factors, future prices we obtain for our products and services may decline from previous levels. In addition, pricing actions to offset the effect of currency devaluations may not prove sufficient to
+offset further devaluations or may not hold in the face of customer resistance and/or competition. If we are unable to obtain adequate pricing for our products and services, our results of operations and financial position could be materially
+adversely affected. 
+We are continually reviewing our operations with a view towards reducing our cost structure, including but
+not limited to downsizing our employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. From time to time we also engage in restructuring actions to reduce our cost structure. If we
+are unable to maintain our cost base at or below the current level and maintain process and systems changes resulting from cost reduction and prior restructuring actions, our results of operations and financial position could be materially adversely
+affected. 
+Astro-Med could incur liabilities as a result of installed product failures due to design or manufacturing defects.
+Astro-Med could incur liabilities as a result of installed product failures due to design or manufacturing defects.
+Our products may have defects despite testing internally or by current or potential customers. These defects could result in among other things, a delay in recognition of sales, loss of sales, loss of market share, failure to achieve market
+acceptance or substantial damage to our reputation. We could be subject to material claims by customers, and may need to incur substantial expenses to correct any product defects. 
+Astro-Med is subject to laws and regulations; failure to address or comply with these laws and regulations could harm our business and adversely affect our results of operations. 
+Our operations are subject to laws, rules, regulations, including environmental regulations, government policies and other requirements in
+each of the jurisdictions in which we conduct business. Changes in laws, rules, regulations, policies or requirements could result in the need to modify our products and could affect the demand
+9 
+Table of Contents 
+for our products, which may have an adverse impact on our future operating results. In addition, we must comply with new regulations restricting our ability to include lead and certain other
+substances in our products. If we do not comply with applicable laws, rules and regulations we could be subject to costs and liabilities and our business may be adversely impacted. 
+A number of our products from our Grass Technologies product group are subject to regulation by the United States Food and Drug
+Administration (“FDA”) and certain similar foreign regulatory agencies. If we or any of our suppliers or distributors fail to comply with FDA and other applicable regulatory requirements or are perceived potentially to have failed to
+comply, we may face, among other things, adverse publicity affecting both us and our customers; investigations or notices of non-compliance; fines, injunctions and civil penalties; partial suspensions or total shutdown of production facilities or
+the imposition of operating restrictions; increased difficulty in obtaining required FDA clearances or approvals; seizures or recalls of our products or those of our customers, and/or the inability to sell our products. 
+Adverse conditions in the global banking industry and credit markets may adversely impact the value of our investments or impair our liquidity.
+At the end of fiscal 2012, we had cash and cash equivalents of approximately $11.7 million invested or held in a mix
+of money market funds and bank demand deposit accounts. The continued disruptions in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly liquid.
+Any failure of our counterpart financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results of operations and financial position. As of January 31, 2012, we also
+had an approximate $11.3 million portfolio of securities available for sale. This portfolio consists of state and municipal securities with various maturity dates, all of which have a credit rating of AA or above at the original purchase date;
+however, failure of any of these securities may result in an adverse impact on our portfolio. 
+Astro-Med may not be able to effectively
+integrate businesses or assets acquired. 
+We may identify and pursue acquisitions of complementary companies and
+strategic assets, such as customer bases, products and technology. However, there can be no assurance that we will be able to identify suitable acquisition opportunities. In any acquisition that we complete we cannot be certain that: 
+• 
+We will successfully integrate the operations of the acquired business with our own; 
+• 
+All the benefits expected from such integration will be realized; 
+• 
+Management’s attention will not be diverted or divided, to the detriment of current operations; 
+• 
+Amortization of acquired intangible assets will not have a negative effect on operating results or other aspects of our business;
+• 
+Delays or unexpected costs related to the acquisition will not have a detrimental effect on our business, operating results and financial
+condition; 
+• 
+Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse effect on our reputation; and
+• 
+Respective operations, management and personnel will be compatible. 
+In certain instances as permitted by applicable law and NASDAQ rules, acquisitions may be consummated without seeking and obtaining
+shareholder approval, in which case shareholders will not have an opportunity to consider and vote upon the merits of such an acquisition. Although we will endeavor to evaluate the risks inherent in a particular acquisition, there can be no
+assurance that we will properly ascertain or assess such risks. 
+Item 1B. Unresolved
+Staff Comments 
+None 
+10 
+Table of Contents 
+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. 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Warwick, Rhode Island, USA 
+135,500 
+Corporate headquarters, research and 
+development, manufacturing, sales and service 
+Rockland, Massachusetts, USA 
+36,000 
+Manufacturing 
+Slough, England 
+1,700 
+Sales and service 
+Astro-Med also leases facilities in various other locations. The following information pertains to each
+location: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+Rodgau, Germany 
+8,300 
+Manufacturing, sales and service 
+Brossard, Quebec, Canada 
+7,900 
+Manufacturing, sales and service 
+Trappes, France 
+2,164 
+Sales and service 
+Schaumburg, Illinois, USA 
+630 
+Sales 
+El Dorado Hills, California, USA 
+273 
+Sales 
+Newport Beach, California, USA 
+151 
+Sales 
+We believe our facilities are well maintained, in good operating condition and generally adequate to meet
+our 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. Mine Safety Disclosures 
+Not applicable. 
+11 
+Table of Contents 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+Astro-Med’s common stock trades on The NASDAQ Global Market under the symbol “ALOT.” The
+following table sets forth the range of high and low closing prices and dividend data, as furnished by NASDAQ, for the years ended January 31: 
+High 
+Low 
+Dividends 
+Per Share 
+2012 
+First Quarter 
+$ 
+8.07 
+$ 
+7.48 
+$ 
+0.07 
+Second Quarter 
+$ 
+9.00 
+$ 
+7.64 
+$ 
+0.07 
+Third Quarter 
+$ 
+8.18 
+$ 
+6.94 
+$ 
+0.07 
+Fourth Quarter 
+$ 
+8.15 
+$ 
+7.07 
+$ 
+0.07 
+2011 
+First Quarter 
+$ 
+8.05 
+$ 
+7.31 
+$ 
+0.07 
+Second Quarter 
+$ 
+7.75 
+$ 
+6.93 
+$ 
+0.07 
+Third Quarter 
+$ 
+7.49 
+$ 
+6.60 
+$ 
+0.07 
+Fourth Quarter 
+$ 
+7.95 
+$ 
+6.90 
+$ 
+0.07 
+Astro-Med had approximately 301 shareholders of record as of March 23, 2012, which does not reflect
+shareholders with beneficial ownership in shares held in nominee name. 
+12 
+Table of Contents 
+Stock Performance Graph 
+The graph below shows a comparison of the cumulative total return on the Company’s common stock against the cumulative total returns for the NASDAQ Composite Index and the NASDAQ Electronic Index for
+the period of five fiscal years ended January 31, 2012. The NASDAQ Composite Index is calculated using all companies trading on the NASDAQ Global Select, NASDAQ Global Market and the NASDAQ Capital Markets through January 31, 2012. The
+Index is weighted by the current shares outstanding and assumes dividends reinvested. The NASDAQ Electronic Index, designated as the Company’s peer group index, is comprised of companies classified as electronic equipment manufacturers.
+Cumulative Total Returns* 
+2007 
+2008 
+2009 
+2010 
+2011 
+2012 
+Astro-Med, Inc. 
+$ 
+100.00 
+$ 
+95.12 
+$ 
+70.21 
+$ 
+75.74 
+$ 
+78.66 
+$ 
+90.58 
+NASDAQ Electronic Index 
+$ 
+100.00 
+$ 
+94.71 
+$ 
+56.56 
+$ 
+87.78 
+$ 
+104.98 
+$ 
+100.59 
+NASDAQ Composite Index 
+$ 
+100.00 
+$ 
+97.62 
+$ 
+60.84 
+$ 
+89.31 
+$ 
+113.69 
+$ 
+119.63 
+* 
+Assumes $100 invested on February 1, 2007 with reinvestment of dividends 
+Dividend Policy 
+Astro-Med began a program of paying quarterly cash
+dividends in fiscal 1992 and has paid a dividend for 82 consecutive quarters. During fiscal 2012, we paid a quarterly dividend of $0.07 per share. We anticipate that we will continue to pay comparable cash dividends on a quarterly basis. 
+Stock Repurchases 
+On
+August 22, 2011, Astro-Med’s Board of Directors approved an increase in the number of shares authorized for repurchase from 254,089 to 500,000 shares of common stock. This is an ongoing authorization without any expiration date.
+13 
+Table of Contents 
+During the fourth quarter of fiscal 2012, the Company made the following repurchases of its
+common stock: 
+Total Number 
+of Shares 
+Repurchased 
+Average 
+Price paid 
+Per Share 
+Total Number of 
+Shares Purchased as 
+Part of Publicly 
+Announced Plans
+or 
+Programs 
+Maximum Number 
+of Shares That 
+May Be 
+Purchased 
+Under The Plans 
+or
+Programs 
+October 30 – November 26 
+— 
+— 
+— 
+500,000 
+November 27 – December 24 
+— 
+(a)(b) 
+— 
+— 
+500,000 
+December 25 – January 31 
+— 
+(c) 
+— 
+— 
+500,000 
+(a) 
+On November 29, 2011, the Company’s Chief Executive Officer delivered 7,893 shares of the Company’s common stock to satisfy the exercise price for 14,300
+stock options exercised. The shares delivered were valued at $7.99 per share and are included with treasury stock in the consolidated balance sheet. This transaction did not impact the number of shares authorized for repurchase under the
+Company’s current repurchase program. 
+(b) 
+On November 29, 2011, the Company’s Vice President and Chief Technology Officer delivered 2,547 shares of the Company’s common stock to satisfy the
+exercise price for 7,562 stock options exercised. The shares delivered were valued at $7.99 per share and are included with treasury stock in the consolidated balance sheet. This transaction did not impact the number of shares authorized for
+repurchase under the Company’s current repurchase program. 
+(c) 
+On January 6, 2012, the Company’s Marketing Manager delivered 716 shares of the Company’s common stock to satisfy the exercise price for 2,062 stock
+options exercised. The shares delivered were valued at $7.76 per share and are included with treasury stock in the consolidated balance sheet. This transaction did not impact the number of shares authorized for repurchase under the Company’s
+current repurchase program. 
+Item 6. Selected Financial Data 
+We are a “smaller reporting company” and, as such, are not required to provide this information. 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad range of products that
+acquire, store, analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its
+products and services through the following three sales product groups: 
+• 
+Test and Measurement Product Group (T&M)—offers a suite of Ruggedized Printer products designed for military and commercial applications to be
+used in the avionics industry to print weather maps, communications and other critical flight information. T&M also comprises a suite of telemetry recorder products sold to the aerospace and defense industries, as well as portable data
+acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including automotive, energy, paper and steel fabrication. 
+• 
+QuickLabel Systems Product Group (QuickLabel)—offers label printer hardware, labeling software, servicing contracts, and label and ink consumable
+products that digitally print color labels on a broad range of label and tag substrates. 
+• 
+Grass Technologies Product Group (Grass)—offers monitoring and diagnostic instrumentation that serves the clinical and research neurophysiology
+and life sciences markets, as well as a range of consumable supplies. 
+14 
+Table of Contents 
+Astro-Med markets and sells its products and services globally through a diverse
+distribution structure of direct sales personnel, manufacturer’s representatives and authorized dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+Our growth strategy centers on organic growth through product innovation made possible by research and development initiatives, as well as
+strategic acquisitions that fit into existing core businesses. Research and development activities are funded and expensed by the Company at approximately 6.6% of annual sales for fiscal 2012. We also continue to invest in sales and marketing
+initiatives by expanding the existing sales force and using various marketing campaigns to achieve our goals of sales growth and increased profitability notwithstanding today’s challenging economic environment. 
+Results of Operations 
+($ in thousands) 
+2012 
+2011 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+% Change 
+Over Prior Year 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+T&M 
+$ 
+17,138 
+21.7 
+% 
+15.5 
+% 
+$ 
+14,837 
+20.9 
+% 
+QuickLabel 
+43,586 
+55.0 
+% 
+10.3 
+% 
+39,500 
+55.6 
+% 
+Grass 
+18,469 
+23.3 
+% 
+10.7 
+% 
+16,679 
+23.5 
+% 
+Total 
+$ 
+79,193 
+100.0 
+% 
+11.5 
+% 
+$ 
+71,016 
+100.0 
+% 
+Fiscal 2012 compared to Fiscal 2011 
+Astro-Med’s sales in fiscal 2012 were $79,193,000, representing an 11.5% increase as compared to prior year sales of $71,016,000. Domestic sales of $55,004,000 increased 8.7% from the prior year
+sales of $50,614,000. International sales of $24,189,000 includes a favorable impact of $705,000 due to foreign exchange rates and reflects an 18.6% increase as compared to the prior year. 
+Hardware sales in fiscal 2012 were $34,767,000, a 21.2% increase as compared to prior year’s sales of $28,686,000. All three product
+groups achieved double-digit growth in the current year, with T&M hardware sales up 21.0%, QuickLabel hardware sales up 37.5% and Grass Technologies’ hardware sales up 12.4%. The primary drivers of this increase relates to the increase in
+T&M’s Ruggedized product sales, the increase in sales of QuickLabel’s Vivo! and Zeo! product lines and the increase in Grass’ clinical line of diagnostic systems, especially EEG and Long Term Epilepsy Monitoring Systems. The
+increase in the current year’s hardware sales was tempered by lower sales of T&M’s recorder and data acquisition product lines. 
+Consumable sales in fiscal 2012 were $39,269,000, representing a 5.8% increase as compared to prior year sales of $37,113,000. The overall increase in consumable sales for the current fiscal year was
+primarily traceable to sales of digital color printer supplies within the QuickLabel product group, which were up 38.9% over the prior year. Also contributing to the current year increase were sales of Grass’ electrodes and cream products which
+increased 10.7% as compared to the prior year. This overall increase in consumable sales was somewhat tempered by a decrease in sales of chart paper within the T&M group, as well as lower sales of QuickLabel’s thermal transfer ribbon
+product lines as compared to the prior year. 
+Service and other sales revenue in fiscal 2012 were $5,157,000, a 1.2% decrease
+compared to prior year sales of $5,217,000 due to lower repair and parts revenue. 
+The Company achieved $31,783,000 in gross
+profit for fiscal 2012 and generated a gross profit margin of 40.1%, a slight decrease as compared to prior year’s gross profit margin of 40.4%. The nominal decline in gross profit margin for the current year is due to higher manufacturing
+costs, as the Company incurred an increase in raw material costs this year as a result of the higher cost of precious sensitive material and paper stock. 
+15 
+Table of Contents 
+Operating expenses for the current year were $27,185,000, representing a 4.5% increase from
+prior year’s operating expenses of $26,011,000. Specifically, selling and marketing expenses increased 7.7% from prior year to $17,980,000 in fiscal 2012, representing 22.7% of sales, a slight decrease as compared to the prior year’s 23.5%
+of sales. The increase in selling and marketing was primarily the result of higher personnel cost, as well as increased commissions due to sales growth. The increase in selling and marketing was also impacted by the increase in outside service
+spending for fiscal 2012. General and administrative (G&A) expenses declined 7.9% from prior year to $3,962,000 in fiscal 2012. The reduced G&A expense was primarily due to a decrease in professional service fees as compared to the prior
+year. Funding of research & development (R&D) in fiscal 2012 has increased 4.5% to $5,243,000. The increase in R&D for fiscal 2012 is primarily due to the increase in personnel costs and increase in prototype spending, offset by
+lower outside research and development spending. The R&D spending level for fiscal 2012 represents 6.6% of net sales, a decline from the prior year’s level of 7.1%. 
+In fiscal 2012, the Company recognized a $681,000 loss on the sale of our manufacturing operations in Asheboro, while in fiscal 2011 the Company reported a $104,000 gain on legal settlement for interest
+and attorney fees recognized as a result of damages collected from a lawsuit filed against a former employee and competitor business. 
+Other income in fiscal 2012 was $316,000 as compared to $24,000 in fiscal 2011. This increase in other income for the current year is primarily the result of the $300,000 of income recognized related to
+the disposition of a key-man life insurance policy, as well as increases in investment income and lower foreign exchange losses recognized in the current year. 
+Astro-Med’s fiscal 2012 pretax income was reduced by approximately $208,000 related to stock-based compensation expense as compared to fiscal 2011 pretax income, which was reduced by approximately
+$333,000 in stock-based compensation expense. 
+During fiscal 2012, the Company recognized income tax expense of $1,101,000 and
+had an effective tax rate of 26.0%. The current year’s income tax expense includes a benefit of $157,000 related to a favorable adjustment in the filing of the prior year’s tax returns. This compares to income tax expense of $722,000 and
+an effective tax rate of 25.9% in fiscal 2011 which includes a benefit of $241,000 related to the resolution of a previously uncertain tax position and a benefit of $143,000 related to a favorable adjustment in the filing of the prior year’s
+tax returns. 
+Net income for fiscal 2012 was $3,132,000, providing a return of 4.0% on sales and generating an EPS of $0.42 per
+diluted share. Included in net income is a $450,000 loss, net of tax, related to the sale of the Asheboro operations, equal to $0.06 per diluted share; income of $300,000 related to key-man life insurance proceeds received, equal to $0.04 per
+diluted share; and a $157,000 tax benefit equal to $0.02 per diluted share relating to a favorable adjustment in the filing of the prior year’s tax returns. On a comparative basis, fiscal 2011 net income was $2,062,000, providing a return of
+2.9% on sales and an EPS of $0.28 per diluted share. Included in net income is a $63,000 gain, net of tax, related to the settlement of a legal matter equal to $0.01 per diluted share; $241,000 tax benefit pertaining to previously uncertain tax
+positions realized equal to $0.03 per diluted share; and a $143,000 tax benefit relating to a favorable adjustment in the filing of the prior year’s tax returns equal to $0.02 per diluted share. 
+Segment Analysis 
+Astro-Med reports three segments consistent with its sales product groups: Test & Measurement (T&M), QuickLabel Systems
+(QuickLabel) and Grass Technologies (Grass). Segment performance is evaluated based on the operating segment’s profit before corporate and financial administration expenses. 
+16 
+Table of Contents 
+The following table summarizes selected financial information by segment: 
+(Dollars in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit as 
+a % of Net Sales 
+2012 
+2011 
+2012 
+2011 
+2012 
+2011 
+T&M 
+$ 
+17,138 
+$ 
+14,837 
+$ 
+2,425 
+$ 
+1,200 
+14.1 
+% 
+8.1 
+% 
+QuickLabel 
+43,586 
+39,500 
+2,553 
+1,847 
+5.9 
+% 
+4.7 
+% 
+Grass 
+18,469 
+16,679 
+3,592 
+3,358 
+19.5 
+% 
+20.1 
+% 
+Total 
+$ 
+79,193 
+$ 
+71,016 
+8,570 
+6,405 
+10.8 
+% 
+9.0 
+% 
+Corporate Expenses 
+3,972 
+3,749 
+Loss on Sale of Asheboro Operations* 
+(681 
+) 
+— 
+Gain on Legal Settlement 
+— 
+104 
+Operating Income 
+3,917 
+2,760 
+Other Income, Net 
+316 
+24 
+Income Before Income Taxes 
+4,233 
+2,784 
+Income Tax Provision 
+1,101 
+722 
+Net Income 
+$ 
+3,132 
+$ 
+2,062 
+* 
+The Asheboro operations were part of the QuickLabel System segment. 
+Test & Measurement 
+T&M’s sales increased 15.5% in fiscal
+2012 to $17,138,000 from $14,837,000 in the prior year. The increase is primarily due to the double-digit growth in the Ruggedized printer product line due to increased contract sales. Also contributing to the increase in sales was the continued
+increase in demand for the TMX product line, as current year sales grew 23.1% as compared to prior year sales. The current year sales increase is tempered by declining sales in the Dash data acquisition and recorder product lines as compared to the
+prior year. T&M’s segment operating profit was $2,425,000 in fiscal 2012, reflecting a profit margin of 14.1%, an improvement as compared to the prior year’s segment operating profit of $1,200,000 and related profit margin of 8.1%. The
+fiscal 2012 increase in operating profit is an outgrowth of higher sales and lower selling and marketing expenses. 
+QuickLabel Systems 
+QuickLabel Systems sales increased 10.3% in fiscal 2012 to $43,586,000 from sales of $39,500,000 in the prior year. The increase in current year is primarily attributable to the hardware product lines
+which grew 37.5% from the prior year. Within the hardware line, sales of the Vivo! and Zeo! products, which includes the new Vivo! Touch, made a significant contribution to the overall growth rate. Current year revenues from QuickLabel’s
+consumable product lines also reflected an increase over the previous year’s sales, primarily attributable to the increase in sales of Vivo! and Zeo! supplies, as current year sales represents a 38.9% increase as compared to the prior year.
+QuickLabel’s fiscal 2012 segment operating profit was $2,553,000 reflecting a profit margin of 5.9%, compared to prior year’s segment profit margin of 4.7%. The increase in operating margin for fiscal 2012 is due to higher sales and
+favorable mix of higher margin products included in our net sales. 
+Grass Technologies 
+Grass sales in fiscal 2012 were $18,469,000, a 10.7% increase as compared to sales of $16,679,000 in the prior year. The increase is
+primarily attributed to sales of the Clinical and Research hardware product lines, which increased 12.4%. Within the Clinical hardware product line, the primary contributors to the sales growth were the Electroencephalography systems (EEG) and Long
+Term Epilepsy Monitoring systems (LTM) as both product lines reported double digit sales increments. Also contributing to the increase in sales for the current year are the consumable products of electrodes and creams, as sales have increased 10.7%,
+as compared to the 
+17 
+Table of Contents 
+prior year. Grass’ segment operating profit was $3,592,000 in fiscal 2012, representing a profit margin of 19.5%, as compared to prior year’s segment operating profit of $3,358,000 and
+related profit margin of 20.1%. The fiscal 2012 increase in operating profits is an outgrowth of higher sales and favorable product mix of higher margin products included in net sales, as well as lower manufacturing costs. 
+Liquidity and Capital Resources 
+The Company expects to finance its future working capital needs, capital expenditures and acquisition requirements through internal funds and believes that cash provided by operations will be sufficient
+to meet our operating and capital needs for at least the next twelve months. To the extent our capital and liquidity requirements are not satisfied internally, we may utilize a $5.0 million revolving bank line of credit, all of which is currently
+available. Borrowings under this line of credit bear interest at either a fluctuating rate equal to 75 basis points below the base rate, as defined in the agreement, or at a fixed rate equal to 150 basis points above LIBOR. 
+Astro-Med’s Statements of Cash Flows for the two years ended January 31, 2012 and 2011 are included on page 34. Net cash flows
+provided by operating activities was $5,472,000 in the current year compared to net cash provided by operating activities of $1,348,000 in the previous year. The increase in net cash flow from operations for the current year is attributed to the
+positive cash flow generated from net income and reduced working capital requirements. Accounts receivables increased to $11,800,000 at January 31, 2012, as compared to $11,112,000 at January 31, 2011. The accounts receivable collection
+cycle decreased to 51 days sales outstanding at January 31, 2012 as compared to 54 days outstanding at prior year end. Inventory balances decreased to $14,129,000 at January 31, 2012, compared to $14,405,000 at the end of the previous year
+due to the sale of the Asheboro manufacturing operations. Inventory days on hand also decreased to 105 days on hand at the end of the current fiscal year from 124 days at prior year end. 
+Net cash flow provided by investing activities for fiscal 2012 was $430,000, which included cash used for capital expenditures of
+approximately $1,155,000 including $480,000 for machinery and equipment, $335,000 for tools and dies, $228,000 for information technology, $102,000 for land and building improvements and $10,000 for furniture and fixtures. 
+Included in net cash flow used by financing activities for fiscal 2012 were dividends paid of $2,055,000. Dividends paid in fiscal 2011
+were $2,036,000. The Company’s annual dividend per share was $0.28 in fiscal 2012 and 2011. The Company has not repurchased any shares of its common stock in fiscal 2012; however, since the inception of the common stock buy back program in
+fiscal 1997, the Company has repurchased a total of 1,420,010 shares of its common stock. At January 31, 2012, the Company’s Board of Directors has authorized the purchase of an additional 500,000 shares of the Company’s common stock
+in the future. 
+Contractual Obligations, Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of
+matters, such as: contract and employment claims; workers compensation claims; product liability claims; warranty claims; and claims related to modification, adjustment or replacement of component parts of units sold. While it is impossible to
+ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a
+material adverse effect on our consolidated financial position or results of operations. It is possible, however, that results of operations for any particular future period could be materially affected by changes in our assumptions or strategies
+related to these contingencies or changes out of the Company’s control. 
+18 
+Table of Contents 
+Critical Accounting Policies and Estimates 
+Astro-Med’s discussion and analysis of financial condition and results of operations are based upon the Company’s Consolidated
+Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of our accounting policies require the application of judgment in selecting the appropriate assumptions for
+calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and
+estimates are reasonable for our interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If
+different conditions result from those assumptions used in our judgments, the results could be materially different from our estimates. We believe the following are our most critical accounting policies as they require significant judgments and
+estimates in the preparation of our financial statements: 
+Revenue Recognition : Our product sales are recognized when
+all of the following criteria have been met: persuasive evidence of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legal title and risk of loss have passed to the customer; and collectability is
+reasonably assured. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights
+of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. When a sale arrangement involves training
+or installation, the deliverables in the arrangement are evaluated to determine whether they represent multiple element arrangements. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total
+fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately. We allocate
+revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on our vendor
+specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue
+recognition criteria for that element have been met. The amount of product revenue recognized is affected by our judgments as to whether an arrangement includes multiple elements. 
+Infrequently, Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of
+agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer
+acceptance for the specific milestone before recognizing revenue. 
+Infrequently, the Company receives requests from customers
+to hold product being purchased from us for the customers’ convenience. We recognize revenue for such bill and hold arrangements provided the transaction meets the following criteria: a valid business purpose for the arrangement exists; risk of
+ownership of the purchased product has transferred to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the product is ready for shipment; the payment terms are customary; we have no
+continuing performance obligation in regards to the product and the product have been segregated from our inventories. 
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are
+recorded in cost of sales and general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that
+might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. We also periodically evaluate the adequacy of 
+19 
+Table of Contents 
+our reserves for warranty and bad debts recorded in its consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often
+involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. We believe that
+our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions to
+write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of analyzing the inventory supply on hand and estimating the net realizable value of the inventory
+based on historical experience, current business conditions and anticipated future sales. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when
+the estimates are adjusted to actual experience. 
+Income Taxes: A valuation allowance is established when it is
+“more-likely-than-not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including our performance, the market environment in which we operate,
+length of carryforward periods, existing sales backlog and future sales projections. If actual factors and conditions differ materially from the estimates made by management, the actual realization of the net deferred tax assets or liabilities could
+vary materially from the amounts previously recorded. At January 31, 2012, the Company has provided valuation allowances for future tax benefits resulting from certain R&D tax credits which could expire unused. 
+The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex
+tax laws and regulations in a multitude of jurisdictions. Although guidance on the accounting for uncertain income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those
+thresholds will continue to require significant judgment by management. If the ultimate resolution of tax uncertainties is different from what we have estimated, our income tax expense could be materially impacted. 
+Long-Lived Assets and Goodwill: The impairment of long-lived assets to be held and used are reviewed for impairment whenever
+events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its
+eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. 
+Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the
+business climate, indicate that the carrying value of an asset might be impaired. During the fourth quarter of fiscal 2012, we adopted new accounting guidance which simplifies goodwill impairment testing. Under the new guidance, goodwill is first
+qualitatively assessed to determine whether further impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both
+current and projected), changes in management and strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than
+its carrying amount, a two step process is then performed. Step one compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required
+to determine if there is an impairment of the goodwill. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill. We estimate the fair value of our reporting units using the income approach based
+upon a discounted cash flow model. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long–term operating cash flow performance. In addition, the Company uses the
+market approach, which compares the reporting unit to publicly-traded companies and transactions involving similar business, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and
+estimates including future revenue, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates. 
+20 
+Table of Contents 
+We performed a qualitative assessment for our 2012 analysis of goodwill. Based on this
+assessment, management does not believe that it is more likely than not that the carrying value of the reporting units exceed their fair values. Accordingly, no further testing was performed as management believes that there are no impairment issues
+in regards to goodwill at this time. 
+Share-Based Compensation: Share-based compensation expense is based on the
+estimated fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee
+exercise patterns (expected life of the options) the risk free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to
+the weighted average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no
+such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of
+different option groups. The risk-free interest rate used in the model is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the
+prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requisite service. 
+Recent Accounting Pronouncements 
+Reference is made to Note 1 of our
+Consolidated Financial Statements included herein. 
+Item 7A. Quantitative and Qualitative
+Disclosures about Market Risk 
+The registrant is a smaller reporting company and is not required to provide
+this information. 
+21 
+Table of Contents 
+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 15(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) 
+2012 
+Q1 
+Q2 (1) 
+Q3 (2) 
+Q4 (3) 
+Net Sales 
+$ 
+18,860 
+$ 
+20,336 
+$ 
+19,569 
+$ 
+20,429 
+Gross Profit 
+$ 
+7,501 
+$ 
+7,901 
+$ 
+8,014 
+$ 
+8,367 
+Net Income 
+$ 
+431 
+$ 
+1,046 
+$ 
+800 
+$ 
+854 
+Net Income Per Common Share—Basic 
+$ 
+0.06 
+$ 
+0.14 
+$ 
+0.11 
+$ 
+0.12 
+Net Income Per Common Share—Diluted 
+$ 
+0.06 
+$ 
+0.14 
+$ 
+0.11 
+$ 
+0.11 
+2011 
+Q1 (4) 
+Q2 
+Q3 (5) 
+Q4 
+Net Sales 
+$ 
+17,077 
+$ 
+17,753 
+$ 
+18,329 
+$ 
+17,857 
+Gross Profit 
+$ 
+6,865 
+$ 
+7,024 
+$ 
+7,401 
+$ 
+7,376 
+Net Income 
+$ 
+430 
+$ 
+323 
+$ 
+792 
+$ 
+517 
+Net Income Per Common Share—Basic 
+$ 
+0.06 
+$ 
+0.04 
+$ 
+0.11 
+$ 
+0.07 
+Net Income Per Common Share—Diluted 
+$ 
+0.06 
+$ 
+0.04 
+$ 
+0.11 
+$ 
+0.07 
+(1) 
+Second quarter fiscal year 2012 net income includes $300,000 or $0.04 per share related to the proceeds of a key-man life insurance policy. 
+(2) 
+Third quarter fiscal year 2012 net income includes a tax benefit of $113,000 or $0.02 per share recorded as a result of a favorable adjustment in the filing of the
+prior year’s tax returns. 
+(3) 
+Fourth quarter fiscal 2012 net income includes a loss on the sale of the Asheboro operations, net of taxes of $450,000 or $0.06 per share and a tax benefit of $44,000
+or $0.01 per share related to the favorable adjustment in the filing of the prior year’s tax return. 
+(4) 
+First quarter fiscal year 2011 net income includes gain on legal settlement, net of taxes of $63,000 or $0.01 per share. 
+(5) 
+Third quarter fiscal year 2011 net income includes a tax benefit of $241,000 or $0.03 per share related to the resolution of a previously uncertain tax position and a
+benefit of $143,000 or $0.02 per share recorded as a result of a favorable adjustment in the filing of the prior year’s tax returns. 
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+None 
+Item 9A. Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of
+the end of the period covered by this Annual Report on Form 10-K pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief
+Financial Officer have concluded that our disclosure controls and procedures are effective at January 31, 2012 to ensure that the information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and
+reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 
+22 
+Table of Contents 
+Management’s Annual Report on Internal Control over Financial Reporting
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial
+reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial
+reporting and the preparation of published financial statements in accordance with generally accepted accounting principles. 
+Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
+of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or the degree of compliance may deteriorate. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in
+“Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31, 2012. Based on this assessment, the principal executive officer and principal
+financial officer believe that as of January 31, 2012, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal
+control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only
+management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have
+materially affected, or are reasonably likely to affect, our internal control over financial reporting. 
+Item 9B. Other Information 
+Nothing to Report 
+23 
+Table of Contents 
+PART III 
+Item 10. Directors, Executive Officers and Corporate Governance 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2012 annual meeting of shareholders. 
+The following sets forth certain information with respect to all executive officers of the Company. All officers serve at the pleasure of
+the Board of Directors. 
+Name 
+Age 
+Position 
+Everett V. Pizzuti 
+75 
+President, Chief Executive Officer and Director 
+Joseph P. O’Connell 
+68 
+Senior Vice President, Treasurer and Chief Financial Officer 
+Elias G. Deeb 
+69 
+Vice President—Media Products 
+Gordon Bentley 
+65 
+Vice President—Information Technology 
+Michael J. Sullivan 
+61 
+Vice President and Chief Technology Officer 
+Michael M. Morawetz 
+52 
+Vice President—International Branches 
+Stephen M. Petrarca 
+49 
+Vice President—Instrument Manufacturing 
+Erik J. Mancyak 
+36 
+Vice President and Corporate Controller 
+Eric E. Pizzuti 
+45 
+Vice President & General Manager—QuickLabel Systems 
+Michael J. Natalizia 
+48 
+Vice President and Chief Technology Officer 
+Mr. Everett V. Pizzuti was appointed Chief Executive Officer of the Company on June 29, 2011 and
+has been functioning as President since 1971. Mr. Pizzuti had served as Astro-Med’s Chief Operating Officer from 1971 to 2011 and was previously a Vice President of the Company. 
+Mr. O’Connell joined the Company in 1996. He previously held senior financial management positions with Cherry Tree Products
+Inc., IBI Corporation and Avery Dennison Corporation. Mr. O’Connell is also Assistant Secretary of the Company. He was appointed to the position of Senior Vice President in 2007. 
+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. On March 9, 2012, Mr. Deeb retired. 
+Mr. Bentley was appointed Vice President of Information Technology in 2007. He was previously Director of Information Technology and
+held other various operations positions since joining the Company in 1980. 
+Mr. Sullivan was appointed Vice President and
+Chief Technology Officer in 2000. On March 9, 2012, Mr. Sullivan relinquished this position in order to assume the position of Senior Research Fellow. 
+Mr. Morawetz was appointed Vice President International Branches in 2006. He was previously the General Manager of Branch Operations for the Company’s German Subsidiary, having joined the
+Company in 1989. 
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in 1998. He 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. Mancyak was appointed Vice President of the Company in 2011. He also holds the position of Corporate Controller and Principal Accounting Officer to which he was appointed in 2009. He served as
+Assistant Corporate Controller of the Company from 2008 to 2009 and prior to that was an Accounting Manager of the Company beginning in 2005. Prior to 2005, Mr. Mancyak was Senior Treasury Analyst at American Power Conversion and an auditor at
+the international accounting firm of KPMG LLP. 
+Mr. Eric E. Pizzuti was appointed Vice President and General Manager of
+the Company’s QuickLabel System business segment on March 9, 2012. Prior to this appointment, Mr. Pizzuti held the position of Vice President and Worldwide Director of Sales for QuickLabel Systems from March 2010 and Worldwide Director of Sales
+from March 2006 through March 2010. Mr. Pizzuti has held various other positions since joining the Company in 1996. 
+24 
+Table of Contents 
+Mr. Natalizia was appointed Vice President and Chief Technology Officer of Astro-Med, Inc.
+on March 9, 2012. Prior to this appointment, Mr. Natalizia held the position of Director of Product Development of the Company since 2005. 
+Code of Ethics 
+The
+Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Corporate Controller, as supplemented
+by a Code of Ethical Conduct for the Chief Executive Officer and Senior Financial Officers, which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K. A copy of the Code of Ethics will be provided to
+shareholders, without charge, upon request directed to Investor Relations or can be obtained on the Company’s website, (www.astro-medinc.com) , under the heading “Corporate Governance—Charters.” The Company will disclose
+any amendment to, or waiver of, a provision of the Codes for the CEO, CFO, Corporate Controller or persons performing similar functions by posting such information on its website and filing a Form 8-K as required under the rules of the NASDAQ Global
+Market. 
+Item 11. Executive Compensation 
+The response to this item is incorporated by reference to the Company’s definitive Proxy Statement for the 2012 Annual Meeting of
+Shareholders. 
+The information set forth under the heading “Compensation Committee Report” in the Company’s
+definitive Proxy Statement is furnished and shall not be deemed as filed for purposes of Section 18 of the Securities Act of 1934, as amended, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as
+amended. 
+Item 12. Security Ownership of Certain Beneficial
+Owners and Management and Related Stockholders Matters 
+The response to this item is incorporated by reference
+to the Company’s definitive Proxy Statement for the 2012 Annual Meeting of Shareholders. 
+Equity Compensation Plan
+Information 
+The following table sets forth information about the Company’s equity compensation plans as of
+January 31, 2012: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding Options, 
+Warrants and
+Rights 
+Weighted- 
+Average Exercise 
+Price of 
+Outstanding 
+Options, 
+Warrants
+and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances
+Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+888,097 
+(1) 
+$ 
+8.27 
+683,444 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+— 
+— 
+Total 
+888,097 
+(1) 
+$ 
+8.27 
+683,444 
+(2) 
+(1) 
+Includes 348,202 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans, 214,189 shares issuable upon
+exercise of outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees, 9,625 shares issuable upon exercise of outstanding stock options granted under the
+Astro-Med, Inc. Non-Employee Director Stock Option Plan and 316,081 shares issuable upon exercise of outstanding options granted under the Company’s 2007 Equity Incentive Plan. 
+(2) 
+Shares under the Astro-Med, Inc. 2007 Equity Incentive Plan. 
+25 
+Table of Contents 
+Additional information regarding these equity compensation plans is contained in Note 7 to
+the Company’s Consolidated Financial Statements included in Item 15 hereto. 
+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 2012 Annual Meeting of Shareholders. 
+Item 14. Principal Accountant Fees and Services 
+The information required by this item is
+incorporated herein by reference to the Company’s definitive Proxy Statement for the 2012 Annual Meeting of Shareholders. 
+26 
+Table of Contents 
+PART IV 
+Item 15. Exhibits and Financial Statement Schedule 
+(a)(1) Financial Statements: 
+The following documents are included as part
+of this Annual Report filed on Form 10-K: 
+Page 
+Report of Independent Registered Public Accounting Firm 
+30 
+Consolidated Balance Sheets as of January 31, 2012 and 2011 
+31 
+Consolidated Statements of Operations—Years Ended January 31, 2012 and 2011 
+32 
+Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity—Years Ended January 31,
+2012 and 2011 
+33 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2012 and 2011 
+34 
+Notes to Consolidated Financial Statements 
+35-50 
+(a)(2) Financial Statement Schedule: 
+Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 
+31, 2012 and 2011 
+51 
+27 
+Table of Contents 
+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. 
+(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 as amended to date (filed as Exhibit No. 3B to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2008 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. 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.* 
+(10.2) 
+Astro-Med, Inc. Non-Employee Director Stock Plan filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-24123, and incorporated by reference
+herein.* 
+(10.3) 
+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.* 
+(10.4) 
+Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and
+incorporated by reference herein.* 
+(10.5) 
+Astro-Med, Inc. 2007 Equity Incentive Plan as filed as Appendix A to the Definitive Proxy Statement filed on Schedule 14A for the 2007 annual shareholders meeting and
+incorporated by reference herein.* 
+(10.6) 
+Astro-Med, Inc. Management Bonus Plan (Group III) filed on Form 8-K on March 19, 2010 and by this reference incorporated herein.* 
+(10.7) 
+Astro-Med, Inc. Management Bonus Plan—Vice President International Branches filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended
+January 31, 2009 and by this reference incorporated herein.* 
+(10.8) 
+Astro-Med, Inc. Non-Employee Directors Compensation Program.* 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Ernst & Young LLP. 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(101) 
+The following materials from Registrant’s Annual Report on Form 10-K for the year ended January 31, 2012, formatted in XBRL (Extensible Business Reporting Language):
+(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Cash
+Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. 
+* 
+Management contract or compensatory plan or arrangement. 
+28 
+Table of Contents 
+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) 
+Date: April 4, 2012 
+By: 
+/ S / E VERETT V.
+P IZZUTI 
+(Everett V. Pizzuti, President and Chief Executive Officer) 
+Each person whose signature appears below constitutes and appoints each of Everett V. Pizzuti or Joseph P.
+O’Connell, or any of them, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resolution, for such person and in his name, place and stead, in any and all capacities in connection with the
+annual report on Form 10-K of Astro-Med, Inc. for the year ended January 31, 2012 to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, the Securities and
+Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
+and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute, may lawfully do or cause to be done by virtue hereof. 
+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 / E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+President, Chief Executive Officer and Director (Principal Executive Officer) 
+April 4, 2012 
+/ S / J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) 
+April 4, 2012 
+/ S / E RIK J.
+M ANCYAK 
+Erik J. Mancyak 
+Vice President and Corporate Controller (Principal Accounting Officer) 
+April 4, 2012 
+/ S / J ACQUES V.
+H OPKINS 
+Jacques V. Hopkins 
+Chairman of the Board of Directors and Director 
+April 4, 2012 
+/ S / H ERMANN 
+V IETS 
+Hermann Viets 
+Director 
+April 4, 2012 
+/ S / G RAEME 
+M AC L ETCHIE 
+Graeme MacLetchie 
+Director 
+April 4, 2012 
+/ S / M ITCHELL I.
+Q UAIN 
+Mitchell I. Quain 
+Director 
+April 4, 2012 
+29 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+The Board of Directors and Shareholders of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheets of
+Astro-Med, Inc. and subsidiaries (the “Company”) as of January 31, 2012 and 2011 and the related consolidated statements of operations, comprehensive income and changes in shareholders’ equity, and cash flows for each of the two
+years in the period ended January 31, 2012. Our audits also included the financial statement schedule listed in the index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our
+responsibility is to express an opinion on these financial statements and schedule based on our audit. 
+We conducted our audits
+in accordance with the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
+appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a
+test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe
+that our audits provide a reasonable basis for our opinion. 
+In our opinion, the consolidated financial statements referred to
+above present fairly, in all material respects, the financial position of Astro-Med, Inc. and subsidiaries as of January 31, 2012 and 2011 and the consolidated results of its operations and its cash flows for each of the two years in the period
+ended January 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents
+fairly, in all material respects, the information set forth therein. 
+/s/ ERNST & YOUNG LLP 
+Providence, Rhode Island 
+April 4, 2012
+30 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31, 2012 and 2011 
+2012 
+2011 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+11,703,621 
+$ 
+7,720,135 
+Securities Available for Sale 
+11,335,924 
+12,910,232 
+Accounts Receivable, net of reserves of $428,409 in 2012 and $546,870 in 2011 
+11,800,481 
+11,111,974 
+Inventories 
+14,128,599 
+14,404,914 
+Deferred Tax Assets 
+2,618,578 
+2,577,166 
+Prepaid Expenses and Other Current Assets 
+891,047 
+975,928 
+Total Current Assets 
+52,478,250 
+49,700,349 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+1,232,862 
+1,210,463 
+Buildings and Improvements 
+13,021,888 
+13,011,082 
+Machinery and Equipment 
+23,621,321 
+23,926,971 
+37,876,071 
+38,148,516 
+Less Accumulated Depreciation 
+(26,705,341 
+) 
+(25,606,561 
+) 
+Total Property, Plant and Equipment, net 
+11,170,730 
+12,541,955 
+OTHER ASSETS 
+Intangible Assets, net 
+— 
+331,389 
+Goodwill 
+2,336,721 
+2,336,721 
+Note Receivable 
+969,700 
+— 
+Other 
+106,735 
+88,799 
+Total Other Assets 
+3,413,156 
+2,756,909 
+TOTAL ASSETS 
+$ 
+67,062,136 
+$ 
+64,999,213 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+2,540,116 
+$ 
+2,748,293 
+Accrued Compensation 
+3,228,728 
+2,179,448 
+Other Accrued Expenses 
+1,807,675 
+1,750,515 
+Deferred Revenue 
+623,223 
+787,988 
+Income Taxes Payable 
+72,725 
+36,979 
+Total Current Liabilities 
+8,272,467 
+7,503,223 
+Deferred Tax Liabilities 
+1,894,104 
+2,060,418 
+Other Long Term Liabilities 
+1,232,699 
+1,146,978 
+TOTAL LIABILITIES 
+11,399,270 
+10,710,619 
+SHAREHOLDERS’ EQUITY 
+Preferred Stock, $10 Par Value, Authorized 100,000 shares, None Issued 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 8,956,488 shares in 2012 and 8,660,270 shares in
+2011 
+447,829 
+433,017 
+Additional Paid-in Capital 
+37,964,204 
+36,586,226 
+Retained Earnings 
+27,919,367 
+26,842,890 
+Treasury Stock, at Cost, 1,542,276 shares in 2012 and 1,414,981 shares in 2011 
+(10,789,805 
+) 
+(9,840,052 
+) 
+Accumulated Other Comprehensive Income 
+121,271 
+266,513 
+Total Shareholders’ Equity 
+55,662,866 
+54,288,594 
+TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 
+$ 
+67,062,136 
+$ 
+64,999,213 
+See Notes to the Consolidated Financial Statements. 
+31 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF OPERATIONS 
+For the years ended January 31 
+2012 
+2011 
+Net Sales 
+$ 
+79,193,202 
+$ 
+71,016,111 
+Cost of Sales 
+47,410,034 
+42,349,870 
+Gross Profit 
+31,783,168 
+28,666,241 
+Costs and Expenses: 
+Selling and Marketing 
+17,979,996 
+16,690,197 
+General and Administrative 
+3,961,557 
+4,300,525 
+Research and Development 
+5,243,460 
+5,020,020 
+Operating Expenses 
+27,185,013 
+26,010,742 
+Loss on Sale of Asheboro Operations 
+(681,440 
+) 
+— 
+Gain on Legal Settlement 
+— 
+104,448 
+Operating Income 
+3,916,715 
+2,759,947 
+Other Income: 
+Investment Income 
+81,781 
+49,040 
+Other, Net 
+233,997 
+(25,373 
+) 
+315,778 
+23,667 
+Income before Income Taxes 
+4,232,493 
+2,783,614 
+Income Tax Provision 
+1,100,802 
+721,845 
+Net Income 
+$ 
+3,131,691 
+$ 
+2,061,769 
+Net Income Per Common Share—Basic 
+$ 
+0.43 
+$ 
+0.28 
+Net Income Per Common Share—Diluted 
+$ 
+0.42 
+$ 
+0.28 
+Weighted Average Number of Common Shares Outstanding—Basic 
+7,324,568 
+7,271,403 
+Dilutive effect of options outstanding 
+104,406 
+198,357 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+7,428,974 
+7,469,760 
+Dividends Declared Per Common Share 
+$ 
+0.28 
+$ 
+0.28 
+See Notes to the Consolidated Financial Statements. 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN 
+SHAREHOLDERS’ EQUITY 
+For the years ended January 31 
+2012 
+2011 
+Comprehensive Income: 
+Net Income 
+$ 
+3,131,691 
+$ 
+2,061,769 
+Other Comprehensive Loss, net of taxes and reclassification adjustments: 
+Foreign currency translation adjustments 
+(151,777 
+) 
+(65,677 
+) 
+Unrealized gain on securities available for sale 
+6,535 
+14,722 
+Other comprehensive loss 
+(145,242 
+) 
+(50,955 
+) 
+Comprehensive Income 
+$ 
+2,986,449 
+$ 
+2,010,814 
+Shareholders’ Equity 
+Common Stock: 
+Balance at beginning of year 
+$ 
+433,017 
+$ 
+416,146 
+Par value from the exercise of employee stock options 
+941 
+7,029 
+Employee option exercise and buyback 
+13,871 
+9,842 
+Balance at end of year 
+$ 
+447,829 
+$ 
+433,017 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+$ 
+36,586,226 
+$ 
+34,712,369 
+Proceeds from the exercise of employee stock options 
+79,565 
+505,609 
+Share-based compensation 
+207,884 
+333,240 
+Tax benefit of employee stock options 
+305,656 
+384,503 
+Contribution of treasury shares to employee stock options plan 
+10,136 
+10,773 
+Employee option exercise and buyback 
+774,737 
+639,732 
+Balance at end of year 
+$ 
+37,964,204 
+$ 
+36,586,226 
+Retained Earnings: 
+Balance at beginning of year 
+$ 
+26,842,890 
+$ 
+26,816,899 
+Net income 
+3,131,691 
+2,061,769 
+Dividends paid 
+(2,055,214 
+) 
+(2,035,778 
+) 
+Balance at end of year 
+$ 
+27,919,367 
+$ 
+26,842,890 
+Treasury Stock: 
+Balance at beginning of year 
+$ 
+(9,840,052 
+) 
+$ 
+(8,030,335 
+) 
+Shares issued to employee stock ownership plan 
+88,150 
+148,605 
+Purchase of treasury stock 
+— 
+(975,682 
+) 
+Purchase of common stock from related parties 
+(1,037,903 
+) 
+(982,640 
+) 
+Balance at end of year 
+$ 
+(10,789,805 
+) 
+$ 
+(9,840,052 
+) 
+Accumulated Other Comprehensive Income: 
+Balance at beginning of year 
+$ 
+266,513 
+$ 
+317,468 
+Other comprehensive loss 
+(145,242 
+) 
+(50,955 
+) 
+Balance at end of year 
+121,271 
+266,513 
+Total Shareholders’ Equity 
+$ 
+55,662,866 
+$ 
+54,288,594 
+See Notes to the Consolidated Financial Statements. 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+For the years ended January 31 
+2012 
+2011 
+Cash Flows from Operating Activities: 
+Net Income 
+$ 
+3,131,691 
+$ 
+2,061,769 
+Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: 
+Depreciation and Amortization 
+1,575,665 
+1,575,935 
+Employee Stock Ownership Plan Contribution 
+100,000 
+80,000 
+Share-Based Compensation 
+207,884 
+333,240 
+Deferred Income Tax Benefit 
+(207,726 
+) 
+(134,386 
+) 
+Excess Tax Benefit From Share-Based Compensation 
+(305,656 
+) 
+(384,503 
+) 
+Legal Settlement Receivable 
+— 
+1,495,051 
+Loss on Sale of Asheboro Operations 
+617,877 
+— 
+Loss on Sale of Securities Available for Sale 
+— 
+30,961 
+Changes in Assets and Liabilities, Net of Impact of Divestiture: 
+Accounts Receivable 
+(688,507 
+) 
+(1,939,117 
+) 
+Inventories 
+(4,508 
+) 
+(2,365,609 
+) 
+Accounts Payable and Accrued Expenses 
+679,291 
+791,685 
+Income Taxes Payable 
+562,147 
+(290,837 
+) 
+Other 
+(195,841 
+) 
+93,375 
+Net Cash Provided by Operating Activities 
+5,472,317 
+1,347,564 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+10,155,000 
+9,644,039 
+Purchases of Securities Available for Sale 
+(8,570,791 
+) 
+(12,957,711 
+) 
+Additions to Property, Plant and Equipment 
+(1,154,693 
+) 
+(2,089,858 
+) 
+Net Cash Provided by/Used in Investing Activities 
+429,516 
+(5,403,530 
+) 
+Cash Flows from Financing Activities: 
+Proceeds (Contributions) from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans, Net of Payment
+of Minimum Tax Withholdings 
+(168,789 
+) 
+434,016 
+Cash Settlement of Stock Options 
+— 
+(186,054 
+) 
+Purchases of Treasury Stock 
+— 
+(975,682 
+) 
+Excess Tax Benefit from Share-Based Compensation 
+305,656 
+384,503 
+Dividends Paid 
+(2,055,214 
+) 
+(2,035,778 
+) 
+Net Cash Used in Financing Activities 
+(1,918,347 
+) 
+(2,378,995 
+) 
+Net Increase (Decrease) in Cash and Cash Equivalents 
+3,983,486 
+(6,434,961 
+) 
+Cash and Cash Equivalents, Beginning of Year 
+7,720,135 
+14,155,096 
+Cash and Cash Equivalents, End of Year 
+$ 
+11,703,621 
+$ 
+7,720,135 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Income Taxes, Net of Refunds 
+$ 
+740,041 
+$ 
+1,080,994 
+See Notes to the Consolidated Financial Statements. 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2012 and 2011 
+Note 1—Summary of Significant Accounting Policies 
+Basis of Presentation : The accompanying financial data has been prepared by us pursuant to the rules and
+regulations of the U.S. Securities and Exchange Commission (SEC) and is in conformity with U.S. generally accepted accounting principles. Our fiscal year end is January 31. Unless otherwise stated, all years and dates refer to our fiscal year.
+Principles of Consolidation: The consolidated financial statements include the accounts of Astro-Med, Inc. and its
+subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. 
+Reclassification:
+Certain amounts in prior year’s financial statements have been reclassified to conform to the current year’s presentation. 
+Use of Estimates: The presentation of financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that
+affect these financial statements and accompanying notes. Some of the more significant estimates relate to the allowances for doubtful accounts and credits, inventory valuation, impairment of long-lived assets and goodwill, income taxes, share-based
+compensation 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. 
+Cash and Cash Equivalents: Highly liquid investments with an original maturity of 90 days or less are considered to be cash equivalents. Similar investments with original maturities beyond
+three months are classified as securities available for sale. Cash of $1,929,000 and $1,103,000 was held in foreign bank accounts at January 31, 2012 and 2011, respectively. 
+Securities Available for Sale: Securities available for sale are carried at fair value based on quoted market prices, where
+available. The difference between cost and fair value, net of related tax effects, is recorded as a component of accumulated other comprehensive income in shareholders’ equity. 
+Property, Plant and Equipment: Property, plant and equipment are stated at cost less accumulated depreciation. 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). Depreciation expense was
+$1,510,000 for fiscal 2012 and $1,504,000 for 2011. 
+Revenue Recognition: Astro-Med’s product sales are
+recognized when all of the following criteria have been met: persuasive evidence of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legal title and risk of loss have passed to the customer; and
+collectability is reasonably assured. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer
+acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales while
+related shipping and handling costs are included in cost of sales. 
+In October 2009, the Financial Accounting Standards Board
+(“FASB”) amended the accounting standards for revenue recognition to remove tangible products containing software components and non-software components that function together to deliver the product’s essential functionality from the
+scope of industry-specific software revenue recognition guidance. In October 2009, the FASB also amended the accounting standards for multiple-element revenue arrangements to: 
+(i) provide updated guidance on how the elements in a multiple-element arrangement should be separated, and how the consideration should be allocated; 
+35 
+Table of Contents 
+(ii) require an entity to allocate revenue amongst the elements in an arrangement using
+estimated selling prices (“ESP”) if a vendor does not have vendor-specific objective evidence (“VSOE”) of the selling price or third-party evidence (“TPE”) of the selling price; and 
+(iii) eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.
+We adopted this accounting guidance for applicable transactions originating on or materially modified after February 1,
+2011. The impact of this adoption was not material to our financial position and results of operations during fiscal 2012. 
+The
+majority of our equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed
+separately and its production costs are minor as compared to those of the hardware system. Therefore, the Company’s hardware appliances are considered non-software elements and are not subject to the industry-specific software revenue
+recognition guidance. 
+Our multiple-element arrangements are generally comprised of a combination of equipment, software,
+installation and/or training services. Hardware and software elements are typically delivered at the same time and revenue is recognized when all the revenue recognition criteria for each unit are met. Delivery of installation and training services
+will vary based on certain factors such as the complexity of the equipment, staffing availability in a geographic location and customer preferences, and can range from a few days to a few months. Service revenue is deferred and recognized over the
+contractual period or as services are rendered and accepted by the customer. All of our equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed
+incidental to the system as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of hardware system. 
+We have evaluated the deliverables in our multiple-element arrangements and concluded that they are separate units of accounting if the delivered item or items have value to the customer on a standalone
+basis and for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We allocate revenue to each element
+in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on VSOE if available, third-party
+evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element
+have been met. 
+Infrequently, Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for product modification
+orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we
+have obtained customer acceptance for the specific milestone before recognizing revenue. NRE fees have not been significant in the periods presented herein. 
+Infrequently, Astro-Med receives requests from customers to hold product purchased from us for the customer’s convenience. Revenue is recognized for such bill and hold arrangements in accordance with
+the requirements of SAB No. 104 which requires, among other things, the existence of a valid business purpose for the arrangement; the transfer of ownership of the purchased product; a fixed delivery date that is reasonable and consistent with
+the buyer’s business purpose; the readiness of the product for shipment; the use of customary payment terms; no continuing performance obligation by us and segregation of the product from our inventories. 
+Research and Development Costs: The Company complies with the guidance provided in FASB ASC 730, “Research and
+Development” by charging any costs to expense when incurred, as well as by disclosing in the financial statements the amount of R&D charged to expense. These charges include: salaries and benefits,
+36 
+Table of Contents 
+external engineering service costs, engineering related information costs and supplies. The Company also complies with ASC 985-20, “Costs of Computer Software to be Sold, Leased or
+Marketed” and ASC 350-40, “Internal-Use Software” in accounting for the costs of software either developed or acquired. 
+Foreign Currency: The financial statements of foreign subsidiaries are measured using the local currency as the functional currency. Foreign currency denominated assets and liabilities are
+translated into U.S. dollars at year-end exchange rates with the translation adjustment recorded as a component of accumulated comprehensive income in shareholders’ equity. Revenues and costs are translated at average exchange rates during the
+year. We do not provide for U.S. income taxes on foreign currency translation adjustments associated with our German subsidiary since its undistributed earnings are considered to be permanently invested. Our net foreign exchange losses were $27,000
+and $44,000 for fiscal 2012 and 2011, respectively. 
+Advertising: Astro-Med expenses advertising costs as incurred.
+Advertising costs including advertising production, trade shows and other activities are designed to enhance demand for our products and amounted to approximately $1,128,000 and $1,187,000 in fiscal 2012 and 2011, respectively. 
+Health Insurance Reimbursement Reserve: Astro-Med reimburses a portion of employee health insurance deductibles and
+co-payments. The total reimbursement amounted to approximately $613,000 and $538,000 in 2012 and 2011, respectively. We accrued approximately $150,000 and $135,000 at January 31, 2012 and 2011, respectively, for estimated outstanding
+reimbursements due to employees, including a reserve for incurred but not reported amounts. 
+Long-Lived
+Assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable in accordance with the guidance provided in ASC
+360, “Property, Plant and Equipment.” Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for
+long-lived assets that management expects to hold and use is based on the fair value of the asset. 
+Goodwill: Management
+evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of
+an asset might be impaired. During the fourth quarter of fiscal 2012, we adopted new accounting guidance which simplifies goodwill impairment testing. Under the new guidance, goodwill is first qualitatively assessed to determine whether further
+impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and
+strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two step process is then
+performed. Step one compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required to determine if there is an impairment of the
+goodwill. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill. We estimate the fair value of our reporting units using the income approach based upon a discounted cash flow model. We believe
+that this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long –term operating cash flow performance. In addition, the Company uses the market approach, which compares the
+reporting unit to publicly-traded companies and transactions involving similar business, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and estimates including future revenue,
+expenses, capital expenditures, and working capital, as well as discount factors and income tax rates. 
+We performed a
+qualitative assessment for our 2012 analysis of goodwill. Based on this assessment, management does not believe that it is more likely than not that the carrying value of the reporting units exceed their fair values. Accordingly, no further testing
+was performed as management believes that there are no impairment issues in regards to goodwill at this time. 
+37 
+Table of Contents 
+Income Taxes: Astro-Med uses the liability method of accounting for income
+taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and tax basis of the assets and liabilities and are measured using enacted tax rates that will be in effect
+when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. At January 31, 2012 and 2011, a
+valuation allowance was provided for deferred tax assets attributable to certain state R&D credit carryforwards. 
+Astro-Med
+accounts for uncertain tax positions in accordance with the guidance provided in ASC 740, “Accounting for Income Taxes.” This guidance describes a recognition threshold and measurement attribute for the financial statement disclosure of
+tax positions taken or expected to be taken in a tax return and requires recognition of tax benefits that satisfy a more-likely-than-not threshold. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting
+in interim periods, disclosure and transition. 
+Net Income Per Common Share: Net income per common share has been
+computed and presented in accordance with the guidance provided in ASC 260, “Earnings per Share.” Basic net income per share is based on the weighted average number of shares outstanding during the period. Diluted net income per share is
+based on the basic weighted average number of shares and potential common shares for stock options outstanding during the period using the treasury stock method. In fiscal years 2012 and 2011, there were 664,690 and 752,397 options that were not
+included in the computation of diluted net income per common share because their inclusion would be anti-dilutive. 
+Allowance for Doubtful Accounts: In circumstances where we are aware of a customer’s inability to meet its financial
+obligations, an allowance is established. The majority of accounts are individually evaluated on a regular basis and allowances are established to state such receivables at their net realizable value. The remainder of the allowance is based upon
+historical write-off experience and current market assessments. 
+Fair Value of Financial Instruments: Our financial
+instruments consist of cash and cash equivalents, investment securities, accounts receivable, a note receivable and accounts payable. The carrying amount reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable
+and accounts payable approximates fair value due to the short-term nature of these items. Investment securities, all of which are available for sale, are carried in the consolidated balance sheets at fair value based on quoted market prices, when
+available. The note receivable is a long-term asset and is carried in the consolidated balance sheets at fair value based on the present value of the discounted cash flows over the life of the note. 
+Comprehensive Income: In accordance with the guidance provided in ASC 220, “Comprehensive Income,” we report the
+change in net assets during the period from non-owner sources by major components and as a single total. The consolidated statement of comprehensive income has been included with the consolidated statement of shareholders’ equity on page 33.
+Accumulated other comprehensive income at January 31, 2012 consists of net unrealized gains on available for sale securities of $15,121 and net translation gains on foreign operations of $106,150. 
+Share-Based Compensation : We account for stock options granted to employees and directors using the FASB guidance included in
+ASC 718, “Stock Compensation.” Effective as of February 1, 2006, we adopted the “modified prospective” transition method provided in ASC 718. Under this method, share-based compensation is recognized in the consolidated
+statement of operation for share-based payment awards granted prior to, but not yet vested as of February 1, 2006, based on the grant date fair value estimated in accordance with prior authoritative guidance and for share-based payment awards
+granted subsequent to February 1, 2006, based on the grant date fair value estimated in accordance with the provisions of ASC 718. 
+In accordance with ASC 718, share-based compensation expense is based on the estimated fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of
+share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the risk-free interest rate and the Company’s dividend
+38 
+Table of Contents 
+yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted average expected life of our options.
+Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of
+the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option groups. The risk-free interest
+rate is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense
+is recognized for options that are forfeited for which the employee does not render the requested service. 
+The cash flow from
+the tax benefits that are a result of tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) are classified as a cash inflow from financing activities and a cash outflow from operating activity in
+accordance with the guidance provided by ASC 718. Tax deductions from certain stock option exercises are treated as being realized when they reduce taxes payable in accordance with relevant tax law. 
+Recent Accounting Pronouncements: 
+Goodwill 
+In September
+2011, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment” which is intended to reduce the complexity and costs
+related to the testing goodwill for impairment. ASU 2011-08 allows an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment in order to determine whether it is necessary to perform the two-step quantitative
+goodwill impairment test already included in Topic 350. An entity will no longer be required to calculate the fair value of a reporting unit unless the entity determines, based on its qualitative assessment, that it is more likely than not that the
+fair value of the reporting unit is less than its carrying amount. ASU 2011-08 also expands upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than
+not that the fair value of a reporting unit is less than its carrying amount. This amended guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, however early
+adoption is permitted. We have elected to early adopt ASU-2011-08 and have applied the provisions to our fiscal 2012 analysis of goodwill. The adoption of ASU 2011-08 did not have a material effect on our consolidated financial position or results
+of operations. 
+Comprehensive Income 
+In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income,” which requires entities to present the components of net income and other comprehensive income either as one
+continuous statement or as two consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity. While ASU 2011-05 changes the
+presentation of comprehensive income, it does not change the components that are recognized in net income or comprehensive income under current accounting guidance. ASU 2011-05 also requires entities to present reclassification adjustments out of
+accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. In December 2011, the FASB issued ASU 2011-12, “Deferral of the
+Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standard Update No. 2011-05,” which indefinitely defers the guidance related to the presentation of
+reclassification adjustments. ASU 2011-05 is effective for interim and annual periods beginning after December 15, 2011, and must be applied retrospectively. We will adopt this guidance in our first quarter ended April 28, 2012. Since ASU
+2011-05 impacts presentation only, the adoption of this guidance will not have any effect on our consolidated financial position or results of operations. 
+39 
+Table of Contents 
+Fair Value Measurements 
+In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” which is intended to improve the comparability
+of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. ASU 2011-04 does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use
+is already required or permitted by other standards within U.S. GAAP or IFRSs. ASU 2011-04 changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements.
+Additionally, ASU 2011-04 clarifies the FASB’s intent about the application of existing fair value measurement. This update is effective for interim and annual periods beginning after December 15, 2011. We do not expect the provisions of
+ASU 2011-04 to have a material effect on our consolidated financial position or results of operations. 
+Except for ASU’s
+discussed above, all other ASUs issued by the FASB as of the filing date of this Annual Report on Form 10-K are not expected to have a material effect on our consolidated financial statements. 
+Note 2—Divestiture 
+On January 30, 2012, we completed the sale of our label manufacturing operations in Asheboro, North Carolina to
+Label Line Ltd., the original owner of the Asheboro operations. The Asheboro operations were part of the QuickLabel System segment. The net sales price of $1,000,000 was received in the form of a promissory note in consideration for the inventory
+and equipment of the Asheboro operations. The promissory note issued by the Buyer is fully secured by a first lien on various collateral of the Buyer, including the Asheboro plant and plant assets. The note bears interest at a rate equal to the
+lesser of the United States prime rate as of January 30, 2013 plus 50 basis points or six percent per annum and is payable in sixteen quarterly installments of principal and interest commencing on January 30, 2013. 
+The divestiture resulted in a net book loss of $681,440, which is included in Operating Income in the accompanying consolidated statements
+of operations for the year ended January 31, 2012 and includes $64,000 related to closing costs and $265,000 related to the write-off of intangibles. As we have expanded our label manufacturing operations in Canada, Germany and West Warwick, Rhode
+Island, the sale of the Asheboro operations will not impact our continued involvement in label manufacturing within the QuickLabel segment. 
+The terms of the sale also include an agreement for Astro-Med to provide the Buyer with additional financing in form of a revolving line of credit in the amount of $600,000, which is fully secured by
+first lien on various collateral of the Buyer, including the Asheboro plant and plant assets. This line of credit bears interest at a rate equal to the United States prime rate plus an additional margin of two percent of the outstanding credit
+balance and has an initial term of one-year from the date of the sale which may be extended for consecutive one-year terms on mutual agreement of the parties. There were no outstanding borrowings due as of January 31, 2012. The terms of the
+sale also included a three-year purchase commitment for the Company to purchase $3,250,000 of inventory from the Buyer. The disposal did not qualify as a discontinued operation due to our continuing involvement with the Asheboro operation.
+Note 3—Securities Available for Sale 
+Pursuant to our investment policy, securities available for sale include state and municipal securities with various
+contractual or anticipated maturity dates ranging from one month to three years. These securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income in shareholders’
+equity until realized. Realized gains and losses from the sale of available for sale securities, if any, are determined on a specific identification basis. A decline in the fair value of any available for sale security below cost that is determined
+to be other than temporary will result in a write-down of its carrying amount to fair value. No such impairment charges were recorded for any period presented. All short-term investment securities have original maturities greater than 90 days.
+40 
+Table of Contents 
+The fair value, amortized cost and gross unrealized gains and losses of
+the securities are as follows: 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2012 
+State and Municipal Obligations 
+$ 
+11,313,013 
+$ 
+22,933 
+$ 
+(22 
+) 
+$ 
+11,335,924 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2011 
+State and Municipal Obligations 
+$ 
+12,897,221 
+$ 
+15,949 
+$ 
+(2,938 
+) 
+$ 
+12,910,232 
+The contractual maturity dates of these securities are as follows: 
+January 31, 
+2012 
+2011 
+Less than one year 
+$ 
+8,494,269 
+$ 
+8,749,743 
+One to three years 
+2,841,655 
+4,160,489 
+$ 
+11,335,924 
+$ 
+12,910,232 
+Actual maturities are expected to differ from contractual dates as a result of sales or earlier issuer
+redemptions. 
+Note 4—Inventories 
+Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and
+manufacturing overhead. The components of inventories are as follows: 
+January 31, 
+2012 
+2011 
+Materials and Supplies 
+$ 
+9,204,853 
+$ 
+8,450,985 
+Work-in-Progress 
+1,274,397 
+982,092 
+Finished Goods 
+3,649,349 
+4,971,837 
+$ 
+14,128,599 
+$ 
+14,404,914 
+Included within finished goods inventory is $1,324,490 and $1,413,198 of demonstration equipment at
+January 31, 2012 and 2011, respectively. 
+Note 5—Accrued Expenses 
+Accrued expenses consisted of the following: 
+January 31, 
+2012 
+2011 
+Warranty 
+$ 
+343,102 
+$ 
+258,082 
+Professional fees 
+245,994 
+117,911 
+R&D outsourcing 
+167,400 
+165,750 
+Health insurance reimbursement reserve 
+150,000 
+135,000 
+Dealer commissions 
+148,645 
+187,733 
+Other 
+752,534 
+886,039 
+$ 
+1,807,675 
+$ 
+1,750,515 
+41 
+Table of Contents 
+Note 6—Line of Credit 
+The Company has a $5,000,000 revolving bank line of credit with Wells Fargo Bank. Borrowings under this line of credit
+bear interest at either a fluctuating 75 basis points below the base rate, as defined in the agreement, or at a fixed rate 150 basis points above LIBOR. At January 31, 2012, there were no borrowings against this line and the entire line is
+currently available. 
+Note 7—Shareholders’ Equity 
+Common Stock: During fiscal 2012, the Company did not repurchase any shares of its common stock. The
+Company repurchased 138,200 shares of its common stock for $975,682 in fiscal 2011. As of January 31, 2012, the Company’s Board of Directors has authorized the purchase of up to an additional 500,000 shares Company’s common stock on
+the open market. 
+During fiscal 2012 and 2011, certain of the Company’s employees delivered a total of 139,895 and 132,475
+shares respectively, of the Company’s common stock to satisfy the exercise price for stock options exercised and related taxes. The shares delivered were valued at a total of $1,037,903 and $982,640 respectively and are included with the
+treasury stock in the accompanying consolidated balance sheet at January 31, 2012 and 2011. These transactions did not impact the number of shares authorized for repurchase under the Company’s current repurchase program. 
+Astro-Med maintains the following benefit plans involving its common stock: 
+Stock Plans: As of January 31, 2012, Astro-Med has one equity incentive plan (“2007 Equity Incentive Plan”)
+under which incentive stock options, non-qualified stock options, restricted stock and other equity-based awards may be granted to directors, officers and certain employees. To date, only options have been granted under this plan. Options granted to
+employees vest over four years. An aggregate of 1,000,000 shares were authorized for awards under the 2007 Equity Incentive Plan. The exercise price of each stock option will be established at the discretion of the Compensation Committee; however,
+any incentive stock options granted under the 2007 Equity Incentive Plan must be at an exercise price of not less than fair market value at the date of grant. The 2007 Equity Incentive Plan provides for an automatic annual grant of ten-year options
+to purchase 5,000 shares of stock to each non-employee director upon the adjournment of each shareholders’ meeting. Each such option is exercisable at the fair market value as of the grant date and vests immediately prior to the next succeeding
+shareholders’ meeting. During fiscal 2012 and 2011, 20,000 and 15,000 shares, respectively, were awarded each year to non-employee directors. At January 31, 2012, 683,444 shares were available for grant under the 2007 Equity Incentive
+Plan. 
+Summarized option data for all plans is as follows: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2011 
+1,219,183 
+$ 
+2.40–11.90 
+$ 
+7.03 
+Options Granted 
+55,000 
+$ 
+7.36–8.10 
+$ 
+7.91 
+Options Exercised 
+(289,417 
+) 
+$ 
+2.40–7.36 
+$ 
+2.85 
+Options Expired 
+(96,669 
+) 
+$ 
+3.14–11.90 
+$ 
+8.64 
+Options Outstanding, January 31, 2012 
+888,097 
+$ 
+2.40–11.90 
+$ 
+8.27 
+Options Exercisable, January 31, 2012 
+737,839 
+$ 
+2.40–11.90 
+$ 
+8.43 
+42 
+Table of Contents 
+Set forth below is a summary of options outstanding at January 31, 2012: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$ 2.40 - 5.78 
+52,885 
+$ 
+3.46 
+3 
+52,885 
+$ 
+3.46 
+$ 6.22 - $9.59 
+681,106 
+$ 
+7.92 
+5 
+530,848 
+$ 
+8.04 
+$ 9.81 - $11.90 
+154,106 
+$ 
+11.49 
+5 
+154,106 
+$ 
+11.47 
+888,097 
+737,839 
+The fair value of each stock option granted was estimated on the grant date using the Black-Scholes
+option-pricing model with the following weighted average assumptions: 
+Years Ended January 31, 
+2012 
+2011 
+Risk-free interest rate 
+0.94%–2.00% 
+2.11%–2.42% 
+Expected life (years) 
+5 
+5 
+Expected volatility 
+39.07%–39.43% 
+40.66%–41.46% 
+Expected dividend yield 
+3.50%–3.89% 
+3.35%–3.67% 
+The weighted average fair value of options granted during fiscal 2012 and 2011 was $2.02 and $2.11,
+respectively. As of January 31, 2012, there was $183,841 of unrecognized compensation expense related to the unvested stock options granted under the plans. The expense is to be recognized over a weighted average of two years. Share-based
+compensation expense has been recognized as follows: 
+Years Ended January 31, 
+2012 
+2011 
+Cost of Sales 
+$ 
+35,749 
+$ 
+60,457 
+Operating Expenses 
+172,135 
+272,783 
+Total 
+$ 
+207,884 
+$ 
+333,240 
+As of January 31, 2012, the aggregate intrinsic value (the aggregate difference between the closing
+stock price of the Company’s common stock on January 31, 2012, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $447,710 for all exercisable
+options and $547,874 for all options outstanding. The weighted average remaining contractual terms for these options are 4.0 years for options that are exercisable and 4.7 years for all options outstanding. The total aggregate intrinsic value of
+options exercised during fiscal 2012 and 2011 was $1,320,485 and $1,094,579, respectively. 
+Employee Stock Purchase Plan
+(ESPP): Astro-Med’s ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan.
+Summarized plan activity is as follows: 
+Years Ended January 31, 
+2012 
+2011 
+Shares reserved, beginning 
+77,008 
+84,518 
+Shares purchased 
+(6,801 
+) 
+(7,510 
+) 
+Shares reserved, ending 
+70,207 
+77,008 
+43 
+Table of Contents 
+Employee Stock Ownership Plan: Astro-Med has an Employee Stock Ownership Plan
+(ESOP) providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’s Trustees in shares of common stock of Astro-Med. Contributions may be
+in cash or stock. Astro-Med’s contributions (paid or accrued) amounted to $100,000 and $80,000 in fiscal 2012 and 2011, respectively which were recorded as compensation expense. All shares owned by the ESOP have been allocated to participants.
+During the first quarter of fiscal 2011, the Company purchased approximately 200,000 stock options held by certain key
+executives. The options had an exercise price of $5.45 and were due to expire on March 20, 2010. The purchase price paid by the Company for the options was approximately $250,000, representing the closing price for the Astro-Med’s common
+stock on March 3, 2010, less a 10% discount and the exercise price for each of the options. The original underlying stock options were granted during fiscal 2000 and there was no unrecognized compensation expense associated with the options.
+This transaction was charged to equity. The cash settlement of these options during the prior year was a one-time event, as the Company has not historically settled any options for cash and has no plans to do so again in the future. 
+Note 8—Income Taxes 
+The components of income before income taxes are as follows: 
+Years Ended January 31, 
+2012 
+2011 
+Domestic 
+$ 
+2,485,615 
+$ 
+1,772,680 
+Foreign 
+1,746,878 
+1,010,934 
+$ 
+4,232,493 
+$ 
+2,783,614 
+The components of the provision for income taxes are as follows: 
+Years Ended January 31, 
+2012 
+2011 
+Current: 
+Federal 
+$ 
+707,637 
+$ 
+699,622 
+State 
+84,579 
+170,930 
+Foreign 
+516,312 
+(14,321 
+) 
+1,308,528 
+856,231 
+Deferred: 
+Federal 
+(216,322 
+) 
+(191,938 
+) 
+State 
+(15,056 
+) 
+(27,024 
+) 
+Foreign 
+23,652 
+84,576 
+(207,726 
+) 
+(134,386 
+) 
+$ 
+1,100,802 
+$ 
+721,845 
+44 
+Table of Contents 
+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, 
+2012 
+2011 
+Income tax provision at statutory rate 
+$ 
+1,439,048 
+$ 
+946,428 
+State taxes, net of federal tax effect 
+77,330 
+201,992 
+Officers life insurance 
+(93,100 
+) 
+12,466 
+Change in valuation allowance 
+34,990 
+65,202 
+Change in reserves related to ASC 740 liability 
+60,957 
+(241,098 
+) 
+Meals and entertainment 
+41,063 
+59,580 
+Domestic product deduction 
+(78,135 
+) 
+(44,162 
+) 
+Share-based compensation 
+53,656 
+76,162 
+Tax-exempt income 
+(26,949 
+) 
+(21,983 
+) 
+Prior year tax filing true up adjustment 
+(156,615 
+) 
+(143,014 
+) 
+R&D credits 
+(175,059 
+) 
+(108,093 
+) 
+Other, net 
+(76,384 
+) 
+(81,635 
+) 
+$ 
+1,100,802 
+$ 
+721,845 
+The components of deferred income tax expense arise from various temporary differences and relate to items
+included in the statement of operations. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities are as follows: 
+January 31, 
+2012 
+2011 
+Deferred Tax Assets: 
+Inventory Reserves 
+$ 
+1,692,247 
+$ 
+1,507,591 
+Stock-Based Compensation 
+380,221 
+360,883 
+R&D Credits 
+279,938 
+244,948 
+Vacation Accrual 
+355,046 
+400,343 
+Deferred Service Contract Revenue 
+239,503 
+300,844 
+Reserve for Doubtful Accounts 
+150,555 
+190,578 
+Other 
+806,987 
+554,397 
+3,904,497 
+3,559,584 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+911,255 
+980,925 
+Deferred Tax Gain on Sale of Real Estate 
+1,235,098 
+1,235,098 
+Intangibles/Amortization 
+465,906 
+420,182 
+Currency Translation Adjustment 
+155,392 
+157,572 
+Other 
+132,434 
+4,111 
+2,900,085 
+2,797,888 
+Subtotal 
+1,004,412 
+761,696 
+Valuation Allowance 
+(279,938 
+) 
+(244,948 
+) 
+Net Deferred Tax Assets 
+$ 
+724,474 
+$ 
+516,748 
+At January 31, 2012, we have state net operating loss carryforwards of $417,000, which can be used to
+offset future tax liabilities and expire at various dates beginning in fiscal 2015. At January 31, 2012 we have state research and development credit carryforwards of approximately $424,000, which can be used to offset future tax liabilities and
+expire at various dates beginning in fiscal 2012. 
+45 
+Table of Contents 
+The valuation allowance at January 31, 2012 relates to certain state research and
+development tax credit carryforwards which are expected to expire unused. The change in the valuation allowance is approximately $35,000 and represents a reserve against the additional state research and development credits generated during the
+current year net of federal benefit. 
+The Company reasonably believes that it is possible that some unrecognized tax benefits,
+accrued interest and penalties could decrease income tax expense in the next year due to either the review of previously filed tax returns or the expiration of certain statutes of limitation. The Company estimates the reversal of the unrecognized
+tax benefit to be approximately $241,000, excluding interest and penalties. A reconciliation of unrecognized tax benefits, excluding interest and penalties follows: 
+2012 
+2011 
+Balance at February 1 
+$ 
+726,661 
+$ 
+875,225 
+Increases in prior period tax positions 
+30,839 
+26,788 
+Increases in current period tax positions 
+78,571 
+72,140 
+Reductions related to lapse of statute of limitations 
+(56,528 
+) 
+(247,492 
+) 
+Balance at January 31 
+$ 
+779,543 
+$ 
+726,661 
+If the $779,543 is recognized, $443,337 would decrease the effective tax rate in the period in which each
+of the benefits is recognized and the remainder would be offset by a reversal of deferred tax assets. 
+During fiscal 2012 and
+2011 the Company recognized $32,839 and $60,127, respectively, of potential interest and penalties, which are included as a component of income tax expense in the accompanying statement of operations. At January 31, 2012 and 2011, the Company
+had accrued potential interest and penalties of $453,000 and $420,000, respectively. 
+The Company and its subsidiaries file
+income tax returns in U.S. federal jurisdictions, various state jurisdictions, and various foreign jurisdictions. The Company is no longer subject to U.S. federal examinations prior to 2008. 
+At January 31, 2012, the Company has indefinitely reinvested $2,632,000 of the cumulative undistributed earnings of its foreign
+subsidiary in Germany, all of which would be subject to U.S. taxes if repatriated to the U.S. Through January 31, 2012, the Company has not provided deferred income taxes on the undistributed earnings of this subsidiary because such earnings
+are considered to be indefinitely reinvested. Non-U.S. income taxes are, however, provided on these undistributed earnings. 
+Note 9—Contractual Obligations 
+The following table summarizes our contractual obligations: 
+Total 
+2013 
+2014 
+2015 
+2016 
+2017 
+and 
+Thereafter 
+Purchase Commitments* 
+$ 
+8,746,353 
+$ 
+6,212,976 
+$ 
+1,533,377 
+$ 
+1,000,000 
+— 
+— 
+Operating Lease Obligations 
+$ 
+726,007 
+$ 
+335,145 
+$ 
+245,356 
+$ 
+110,688 
+$ 
+34,818 
+— 
+$ 
+9,472,360 
+$ 
+6,548,121 
+$ 
+1,778,733 
+$ 
+1,110,688 
+$ 
+34,818 
+$ 
+— 
+* 
+Purchase commitments consists primarily of inventory and equipment purchase orders made in the ordinary course of business, including the purchase commitment agreement
+interest into with Buyer of the Asheboro operations as described in Note 2. 
+The Company incurred rent and lease
+expenses in the amount of $706,000 and $641,000 for the fiscal years 2012 and 2011, respectively. 
+46 
+Table of Contents 
+Note 10—Nature of Operations, Segment Reporting and Geographical 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, neuropsychological instrumentation systems and consumable 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 reports three reporting segments consistent with its sales product groups: Test & Measurement (T&M), QuickLabel Systems (QuickLabel), and Grass Technologies (Grass). 
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the
+aerospace, automotive, metal mill, power and telecommunications industries. QuickLabel produces an array of high-technology digital label printers, labeling software and consumables for a variety of commercial industries worldwide. Grass produces a
+range of instrumentation equipment and supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG—Sleep Monitoring) and biomedical research applications used worldwide by universities, medical centers and
+companies engaged in a variety of clinical and research activities. The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies herein. The Company evaluates segment performance
+based on the segment profit before corporate and financial administration expenses. 
+Business is conducted in the United States
+and through foreign affiliates in Canada and Europe. Manufacturing activities are primarily conducted in the United States. Sales and service activities outside the United States are conducted through wholly-owned entities and, to a lesser extent,
+through authorized distributors and agents. Transfer prices are intended to produce gross profit margins as would be associated with an arms-length transaction. 
+Summarized below are the Net Sales and Segment Operating Profit (both in dollars and as a percentage of Net Sales) for each reporting segment: 
+($ in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+of Net Sales 
+2012 
+2011 
+2012 
+2011 
+2012 
+2011 
+T&M 
+$ 
+17,138 
+$ 
+14,837 
+$ 
+2,425 
+$ 
+1,200 
+14.1 
+% 
+8.1 
+% 
+QuickLabel 
+43,586 
+39,500 
+2,553 
+1,847 
+5.9 
+% 
+4.7 
+% 
+Grass 
+18,469 
+16,679 
+3,592 
+3,358 
+19.5 
+% 
+20.1 
+% 
+Total 
+$ 
+79,193 
+$ 
+71,016 
+8,570 
+6,405 
+10.8 
+% 
+9.0 
+% 
+Corporate Expenses 
+3,972 
+3,749 
+Loss on Sale of Asheboro* 
+(681 
+) 
+— 
+Gain on Legal Settlement 
+— 
+104 
+Operating Income 
+3,917 
+2,760 
+Other Income, Net 
+316 
+24 
+Income Before Income Taxes 
+4,233 
+2,784 
+Income Tax Provision 
+1,101 
+722 
+Net Income 
+$ 
+3,132 
+$ 
+2,062 
+* 
+The Asheboro operations were part of the QuickLabel Systems segment. 
+No customer accounted for greater than 10% of net sales in fiscal 2012 and 2011. 
+47 
+Table of Contents 
+Other information by segment is presented below: 
+($ in thousands) 
+Assets 
+2012 
+2011 
+T&M 
+$ 
+10,300 
+$ 
+10,205 
+QuickLabel 
+21,260 
+21,714 
+Grass 
+11,054 
+11,780 
+Corporate* 
+24,448 
+21,300 
+Total 
+$ 
+67,062 
+$ 
+64,999 
+* 
+Corporate assets consist of cash and cash equivalents, securities available for sale, income tax accounts and miscellaneous fixed assets.
+($ in thousands) 
+Depreciation and 
+Amortization 
+Capital Expenditures 
+2012 
+2011 
+2012 
+2011 
+T&M 
+$ 
+567 
+$ 
+455 
+$ 
+497 
+$ 
+324 
+QuickLabel 
+806 
+751 
+535 
+1,664 
+Grass 
+203 
+370 
+123 
+102 
+Total 
+$ 
+1,576 
+$ 
+1,576 
+$ 
+1,155 
+$ 
+2,090 
+Geographical Data 
+Presented below is selected financial information by geographic area: 
+($ in thousands) 
+Net Sales 
+Long-Lived Assets 
+2012 
+2011 
+2012 
+2011 
+United States 
+$ 
+55,004 
+$ 
+50,614 
+$ 
+10,031 
+$ 
+11,352 
+Europe 
+14,915 
+12,016 
+646 
+705 
+Asia 
+3,882 
+3,450 
+— 
+— 
+Canada 
+3,145 
+3,014 
+494 
+485 
+Central and South America 
+1,406 
+1,059 
+— 
+— 
+Other 
+841 
+863 
+— 
+— 
+Total 
+$ 
+79,193 
+$ 
+71,016 
+$ 
+11,171 
+$ 
+12,542 
+Long-lived assets excludes goodwill assigned to the following segments: T&M $0.7 million and
+Grass $1.6 million at January 31, 2012 and 2011. 
+Note 11—Profit-Sharing Plan 
+Along with the ESOP described in Note 7, Astro-Med sponsors a Profit-Sharing Plan (the “Plan”) which provides
+retirement benefits to all eligible domestic employees. 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. Contributions paid or accrued amounted to
+$259,290 and $253,362 in fiscal 2012 and 2011, respectively. 
+48 
+Table of Contents 
+Note 12—Product Warranty Liability 
+Astro-Med offers a manufacturer’s warranty for the majority of its hardware products. The specific terms and
+conditions of warranty vary depending upon the product sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited warranty, including parts and labor. The Company estimates the
+warranty costs based on historical claims experience and records a liability in the amount of such estimates at the time product revenue is recognized. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the
+amounts as necessary. Activity in the product warranty liability is as follows: 
+January 31, 
+2012 
+2011 
+Balance, beginning of the year 
+$ 
+258,082 
+$ 
+260,235 
+Warranties issued 
+660,756 
+499,906 
+Settlements made 
+(575,736 
+) 
+(502,059 
+) 
+Balance, end of the year 
+$ 
+343,102 
+$ 
+258,082 
+Note 13—Concentration of Risk 
+Credit is generally extended on an uncollateralized basis to almost all customers after review of credit worthiness.
+Concentration of credit and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs on-going
+credit evaluations of its customers. The Company has not historically experienced significant credit losses on collection of its accounts receivable. 
+Excess cash is invested principally in investment grade government and state municipal securities. The Company has established guidelines relative to diversification and maturities that maintain safety of
+principal, liquidity and yield. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not historically experienced any significant losses on its cash equivalents or investments. 
+Note 14—Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising in the normal course of business
+that cover a wide range of matters including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+Direct costs associated with the estimated resolution of contingencies are accrued at the earliest date at which it is deemed probable
+that a liability has been incurred and the amount of such liability can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company
+believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations. It is possible, however,
+that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+49 
+Table of Contents 
+Note 15—Fair Value Measurements 
+We measure our financial assets at fair value on a recurring basis in accordance with the guidance provided in ASC 820,
+“Fair Value Measurement and Disclosures” which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In
+addition, ASC 820 establishes a three-tiered hierarchy for inputs used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that
+observable inputs be used when available. Observable inputs are inputs that reflect management’s belief about the assumptions market participants would use in pricing a financial instrument based on the best information available in the
+circumstances. 
+The fair value hierarchy is summarized as follows: 
+• 
+Level 1—Quoted prices in active markets for identical assets or liabilities; 
+• 
+Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
+quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and 
+• 
+Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
+liabilities 
+Assets measured at fair value on a recurring basis are summarized below: 
+January 31, 2012 
+Level 1 
+Level 2 
+Level 3 
+Total 
+Money market funds (included in cash and cash equivalents) 
+$ 
+5,922,179 
+$ 
+— 
+$ 
+— 
+$ 
+5,922,179 
+State and municipal obligations (included in Securities available for sale) 
+11,335,924 
+— 
+— 
+11,335,924 
+Note Receivable 
+— 
+969,700 
+— 
+969,700 
+Total 
+$ 
+17,258,103 
+$ 
+969,700 
+$ 
+— 
+$ 
+18,227,803 
+January 31, 2011 
+Level 1 
+Level 2 
+Level 3 
+Total 
+Money market funds (included in cash and cash equivalents) 
+$ 
+4,926,983 
+$ 
+— 
+$ 
+— 
+$ 
+4,926,983 
+State and municipal obligations (included in Securities available for sale) 
+12,910,232 
+— 
+— 
+12,910,232 
+Total 
+$ 
+17,837,215 
+$ 
+— 
+$ 
+— 
+$ 
+17,837,215 
+We did not have any transfers of investments into or out of Level 1 or Level 2 during fiscal 2012.
+For our money market funds and state and municipal obligations, we utilize the market approach to measure fair value. The
+market approach is based on using quoted market prices for identical assets. 
+For our Note Receivable we utilized the income
+approach to measure fair value by discounting the present value of the Note. The discount rate used is based on similar rates used for high credit ratings and highly collateralized lending. 
+Note 16—Life Insurance Proceeds 
+During the second quarter of fiscal 2012, we recognized income on key-man life insurance proceeds of $300,000. This
+income is included in other income in the accompanying consolidated statements of operations for the year end January 31, 2012. 
+50 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+Year Ended January 31, 
+2012 
+$ 
+546,870 
+$ 
+22,272 
+$ 
+(140,733 
+) 
+$ 
+428,409 
+2011 
+$ 
+518,789 
+$ 
+81,981 
+$ 
+(53,900 
+) 
+$ 
+546,870 
+(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, also includes foreign exchange adjustment. 
+51
\ No newline at end of file
diff --git a/raw/filings/0000008146/2011/0001193125-12-150141/filing_metadata.csv b/raw/filings/0000008146/2011/0001193125-12-150141/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..b8c0fa537a8a3e64cc90f3444a9430647dc3c59d
--- /dev/null
+++ b/raw/filings/0000008146/2011/0001193125-12-150141/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000008146,ALOT,"AstroNova, Inc.",10-K,2012-04-04,2012-01-31,2012-04-04T20:48:38.000Z,0001193125-12-150141,d272581d10k.htm,FORM 10-K,3303985,1,0,https://www.sec.gov/Archives/edgar/data/8146/000119312512150141/d272581d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312512150141/,2011,2011,1
diff --git a/raw/filings/0000008146/2011/0001193125-12-150141/item1.txt b/raw/filings/0000008146/2011/0001193125-12-150141/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4d961fd62f0796317899152b364fb9d2ee6df9c4
--- /dev/null
+++ b/raw/filings/0000008146/2011/0001193125-12-150141/item1.txt
@@ -0,0 +1,115 @@
+Item 1. Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc.
+and its consolidated subsidiaries. 
+Astro-Med, Inc. designs, develops, manufactures and distributes a broad range of specialty
+printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software
+products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, life sciences, packaging and transportation. 
+The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers
+outside of the United States primarily by using authorized dealers and international sales representatives, who are managed from our foreign branch offices. Approximately 30% of the Company’s sales in fiscal 2012 were to customers located
+outside the United States. 
+Astro-Med operates its business through three operating segments, Astro-Med Test &
+Measurement (T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Financial information by business segment and geographic area appears in Note 10 to the Consolidated Financial Statements of this Annual Report on Form 10-K.
+The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 14 through 18 of this Annual Report on Form 10-K.
+Description of Business 
+Product Overview 
+Astro-Med, Inc. develops and
+manufactures specialty printers and data acquisition systems. The Company’s products sell under the brand names
+Astro-Med ® Test & Measurement (T&M), Grass ® Technologies (Grass ® ), and
+QuickLabel ® Systems (QuickLabel ® ). 
+Products sold under
+the Astro-Med T&M brand acquire and record data and print the output onto charts or electronic media. Products sold under the Grass ® brand electronically capture and record neurological data that is 
+3 
+Table of Contents 
+used to analyze and diagnose disorders such as epilepsy and sleep apnea. Products sold under the QuickLabel ® brand digitally print custom labels used in product packaging and automatic identification applications. 
+The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of
+industries. 
+Astro-Med Test & Measurement products include the Dash ® MX portable data acquisition system, TMX™ high-speed data acquisition system, ToughWriter ® ruggedized cockpit printers, ToughSwitch ® Ethernet switches, Dash ® 
+series data recorders, and Everest ® telemetry recorders. 
+ToughWriter ® ruggedized cockpit printers are used in the flight deck and in the cabins of military and commercial aircraft to print hard copies of landing strips, flight
+itineraries, weather maps, gate information, and ground communications. ToughSwitch ® Ethernet switches are used
+in commercial and military aircraft and military vehicles to connect multiple computers or Ethernet devices together. These products are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under
+extreme environmental conditions. The Company is currently furnishing ToughWriter ® cockpit printers for several
+airplanes made by Airbus, Boeing, Bombardier, and Lockheed. 
+The Company’s family of portable data
+recorders are used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power generating plants, automotive R&D centers, manufacturing plants, and for aerospace applications. The TMX™ data acquisition system
+is designed for data capture of long-term testing in automotive, aerospace, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including time-stamped and
+synchronized video capture data and audio notation, is important. 
+Everest ® telemetry recorders are used widely in the aerospace industry to monitor and track space vehicles, aircraft,
+missiles and other systems in flight. 
+Products sold under the Grass ® brand include neurophysiological recording instruments, software, stimulators, electrode preps, consumable products,
+and Grass’ industry-renowned electrodes. Grass ® equipment detects and amplifies neurophysiological signals
+for acquisition, review, and analysis via special Grass ® software. 
+Grass ® clinical equipment is primarily sold into the Sleep Disorders (PSG), Routine/Ambulatory EEG, and Long-Term Epilepsy Monitoring (LTM) diagnostic markets, and is sold
+to hospitals, free-standing clinics, and private physicians’ offices. Current Grass ® clinical products
+include the FDA-listed Grass ® S12X Cortical Stimulator for stimulation mapping to aid in cortical resection
+procedures, the TREA ® ambulatory EEG recorder, the SleepTrek ® 3 at-home sleep screener, the
+Comet-Plus ® for routine and expanded PSG/EEG studies and TWin ® Neurotrac-III Neuromonitoring Software for computing and displaying long-term trends during continuous EEG monitoring in the ICU, NICU, OR, and Seizure Monitoring
+units. 
+Grass ® research products consist of square pulse stimulators, including the S88X dual-output with digital controls model and the SD9 student research model, as well as
+amplifiers, including the LP511 high performance AC model and P122 AC/DC Strain Gage model as well as the 15LT Amplifier System. Customers of the Grass ® research line are typically university research centers or pharmaceutical companies engaged in drug research. The Grass ® consumable products are comprised predominantly of precious metal recording electrodes as well as sensing devices
+used to collect physiological data and are utilized with the systems described above. 
+Products sold under
+the QuickLabel ® brand include digital color label printers developed for in-house label printing and software,
+label and tag substrates, label printing inks including thermal transfer ribbons, toners, custom label printing services, and a range of printer accessories. The breadth of the product line allows QuickLabel sales and support staff to serve
+customers at virtually every level of their label printing needs. 
+With its broad range of entry-level,
+mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel ® products are primarily sold to end-user manufacturers, processors, and retailers who label products on a 
+4 
+Table of Contents 
+just-in-time basis. Users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include
+apparel, chemicals, cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods. 
+Current QuickLabel ® models include the Vivo! ® Touch, a patented electrophotographic color label printer developed to print full-color variable information labels
+in an office or factory; the Zeo! ® , an entry-level inkjet label printer developed in partnership with
+Hewlett-Packard; and the Xe series of digital color label printers utilizing thermal transfer technology. The Xe Series of label printers are unique in the industry in that they can be directly integrated with automated production lines and
+represent a novel, patented application of multi-color thermal transfer technology. QuickLabel also sells and supports its
+Pronto! ® family of barcode printers which utilize single color-thermal transfer label printing technology.
+Technology 
+The core technologies of Astro-Med relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard
+copy, monitor or electronic storage media, and (4) analyzing the data. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and
+registers its brand trademarks. While we consider our patents to be important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss
+or termination would have a material adverse effect on the Company’s business taken as a whole. 
+Manufacturing and Supplies
+Astro-Med designs its products and manufactures many of the component parts. The balance of the parts required for
+manufacture of our products are produced to our specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to our specifications, are generally available from numerous suppliers. However, we do
+obtain certain components of our products and certain finished products from sole sources. 
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2012 and 2011, we spent $5,243,000 and
+$5,020,000, respectively, on Company-sponsored product development. We are committed to continuous product development as a requisite to our organic growth and expect to continue our focus on research and development efforts in fiscal 2013 and
+beyond. 
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research diagnostics, specialty printing systems, and data acquisition and analysis. We retain a competitive position in our
+respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. We market our products worldwide by advertising and promotion using major national and international trade
+journals, scientific meetings, trade shows, direct mailing campaigns, and the internet. 
+Our products are
+sold by direct field sales persons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field sales people located in major cities from coast to coast specializing in either Astro-Med ® T&M products, QuickLabel ® products, or Grass ® 
+Technologies products. Additionally, we have direct field sales and service centers in Canada, France, Germany and the United 
+5 
+Table of Contents 
+Kingdom staffed by our own employees. In the rest of the world, Astro-Med utilizes approximately 90 independent dealers and representatives selling and marketing our products in 70 countries.
+Astro-Med has a number of competitors in each of the markets that it serves. In the T&M area, we believe that we are one
+of the leaders in data acquisition systems. In the digital color label printing field, we believe we lead the world in portable bench-top color label printing technology, and we were the first to market an electrophotographic color label printer
+capable of printing on continuous rollstock. 
+Our Grass Technologies products are devoted to clinical
+applications in electroencephalography (EEG), polysomnography (PSG), and Long Term Epilepsy Monitoring (LTM). There are approximately ten companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader.
+We believe we offer superior products based upon our long history and pioneering efforts in the field since 1935. Additionally, we produce a range of life science products for the research market many of which eventually find their way into clinical
+applications. 
+No single customer accounted for 10% or more of our net sales in any of the last two fiscal years. 
+International Sales 
+In
+fiscal 2012 and 2011, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $24,189,000 and $20,402,000, respectively. 
+Order Backlog 
+Astro-Med’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 may not indicate future sales trends. Backlog at January 31, 2012 and
+2011 was $6,220,000 and $7,114,000, respectively. 
+Employees 
+As of January 31, 2012, Astro-Med employed 372 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual transactions, which can cause fluctuations in sales from quarter to quarter.
+Available Information 
+We make available on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable,
+amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the
+Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2011/0001193125-12-150141/item13.txt b/raw/filings/0000008146/2011/0001193125-12-150141/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d0cd6288f13a14aef7a5731bdf1c56bc80d5255b
--- /dev/null
+++ b/raw/filings/0000008146/2011/0001193125-12-150141/item13.txt
@@ -0,0 +1,4 @@
+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 2012 Annual Meeting of Shareholders.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2011/0001193125-12-150141/item9a.txt b/raw/filings/0000008146/2011/0001193125-12-150141/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..188c0dacb1a5975078e4e377730e02c7125bbb89
--- /dev/null
+++ b/raw/filings/0000008146/2011/0001193125-12-150141/item9a.txt
@@ -0,0 +1,23 @@
+Item 9A. Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of
+the end of the period covered by this Annual Report on Form 10-K pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief
+Financial Officer have concluded that our disclosure controls and procedures are effective at January 31, 2012 to ensure that the information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and
+reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 
+22 
+Table of Contents 
+Management’s Annual Report on Internal Control over Financial Reporting
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial
+reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial
+reporting and the preparation of published financial statements in accordance with generally accepted accounting principles. 
+Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
+of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or the degree of compliance may deteriorate. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in
+“Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31, 2012. Based on this assessment, the principal executive officer and principal
+financial officer believe that as of January 31, 2012, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal
+control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only
+management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have
+materially affected, or are reasonably likely to affect, our internal control over financial reporting.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2011/0001193125-12-150141/rp_note.txt b/raw/filings/0000008146/2011/0001193125-12-150141/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2011/0001193125-12-150141/rpt_disclosure.txt b/raw/filings/0000008146/2011/0001193125-12-150141/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5f898aa862699dec7e7ea1595595b2e6c235fc8f
--- /dev/null
+++ b/raw/filings/0000008146/2011/0001193125-12-150141/rpt_disclosure.txt
@@ -0,0 +1,20 @@
+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. 
+The law firm
+of Hinckley Allen & Snyder LLP, of which Mr. Hopkins is a retired partner, provides legal services to the Company. 
+18 
+Other than as described below, 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, 2012 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. 
+The
+Company employs two sons of Mr. Pizzuti, Eric Pizzuti, as Vice President and General Manager of QuickLabel Systems (formerly National Sales Manager (QuickLabel Systems)), and William Pizzuti, as Regional Sales Manager (QuickLabel Systems), to
+whom the Company paid over $120,000 in compensation, including $157,470 and $177,399, respectively, in salary and commissions during the fiscal year ended January 31, 2012. In addition, the Company made matching contributions for the fiscal
+year 2012 under its qualified Profit-Sharing Plan of $2,591 to Eric Pizzuti and $3,415 to William Pizzuti. The Company also made vacation payouts to Messrs. E. Pizzuti and W. Pizzuti of $5,343 and $1,080 respectively. Messrs. E. Pizzuti and W.
+Pizzuti received employer contributions to their Employee Stock Ownership Plan accounts of $632 each. William Pizzuti also received stock option grants during the 2012 fiscal year with a fair market value at the date of grant equal to $1,623.
+The Company also employs a son-in-law of Albert
+W. Ondis, Eric Menke, as Manager of International Dealer Sales, and during the fiscal year ended January 31, 2012 paid him $107,495 in salary and commissions. He also received stock option grants during the 2012 fiscal year with a fair market
+value at the date of grant equal to $1,014 and matching contributions under the Company’s qualified Profit-Sharing Plan and Employee Stock Ownership Plan of $2,055 and $632, respectively. Mr. Menke also had disqualifying disposition income
+during fiscal year 2012 on the sale of incentive stock options granted by the Company in the amount of $19,419. 
+19
\ No newline at end of file
diff --git a/raw/filings/0000008146/2012/0001193125-13-146041/filing.txt b/raw/filings/0000008146/2012/0001193125-13-146041/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..819fe0afd4076b343883bafdf349ff8197e95a1d
--- /dev/null
+++ b/raw/filings/0000008146/2012/0001193125-13-146041/filing.txt
@@ -0,0 +1,3174 @@
+10-K
+1
+d445181d10k.htm
+FORM 10-K
+Form 10-K 
+Table of Contents 
+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, 2013 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from to 
+Commission file number 0-13200 
+Astro-Med,
+Inc. 
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(Address of principal executive offices) 
+(Zip Code) 
+Registrant’s telephone number, including area code: (401) 828-4000 
+Securities registered pursuant to Section 12(b) of the Act: 
+Title of each class 
+Name of each exchange 
+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 the registrant is a well-known
+seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
+Act. Yes ¨ No 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 x No ¨ 
+Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
+Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
+files). Yes x No ¨ 
+Indicate by checkmark 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 the registrant’s knowledge, in definitive proxy or information statement 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 is a large accelerated filer, an
+accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
+Large accelerated filer ¨ 
+Accelerated filer ¨ 
+Non-accelerated filer ¨ 
+Smaller reporting company x 
+(Do not check if a smaller reporting company) 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
+Act): Yes ¨ No x 
+The aggregate market value of the registrant’s voting common equity held by non-affiliates at July 27, 2012 was approximately
+$44,991,919 based on the closing price on the Nasdaq Global Market on that date. 
+As of March 28, 2013 there were 7,397,571
+shares of Common Stock (par value $0.05 per share) of the registrant outstanding. 
+DOCUMENTS INCORPORATED BY REFERENCE
+Portions of the Company’s definitive Proxy Statement for the 2013 Annual Meeting of Shareholders are incorporated by
+reference into Part III of this Annual Report on Form 10-K where indicated. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-6 
+Item 1A. 
+Risk Factors 
+6-11 
+Item 1B. 
+Unresolved Staff Comments 
+11 
+Item 2. 
+Properties 
+11 
+Item 3. 
+Legal Proceedings 
+12 
+Item 4. 
+Mine Safety Disclosures 
+12 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
+13-15 
+Item 6. 
+Selected Financial Data 
+15 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of
+Operations 
+15-22 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+22 
+Item 8. 
+Financial Statements and Supplementary Data 
+23 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+23 
+Item 9A. 
+Controls and Procedures 
+23 
+Item 9B. 
+Other Information 
+23 
+PART III 
+Item 10. 
+Directors, Executive Officers and Corporate Governance 
+24-25 
+Item 11. 
+Executive Compensation 
+25-26 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
+Matters 
+25 
+Item 13. 
+Certain Relationships, Related Transactions and Director Independence 
+26 
+Item 14. 
+Principal Accountant Fees and Services 
+26 
+PART IV 
+Item 15. 
+Exhibits and Financial Statement Schedule 
+27 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+Forward-Looking Statements 
+Information included in this Annual Report on
+Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning
+future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and
+similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our
+actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in this Annual
+Report on Form 10-K under “Item 1A. Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to
+unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K. 
+PART I 
+Item 1.
+Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc.
+and its consolidated subsidiaries. 
+Astro-Med designs, develops, manufactures and distributes a broad range of specialty
+printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software
+products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, packaging and transportation. 
+The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers
+outside of the United States primarily through our branch offices in Canada and Europe as well as with independent dealers and representatives. Approximately 30% of the Company’s sales in fiscal 2013 were to customers located outside the United
+States. 
+Astro-Med operates its business through two operating segments, Astro-Med Test & Measurement (T&M) and
+QuickLabel Systems (QuickLabel). Financial information by business segment and geographic area appears in Note 10 to the Consolidated Financial Statements of this Annual Report on Form 10-K. 
+On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group
+(Grass) in order to focus on its existing core businesses. The Grass Technologies Product Group manufactured polysomnography and electroenecephalography systems for both clinical and research use along with the the related accessories and
+proprietary electrodes. Consequently, the Company has classified the results of operations of the Grass Technologies Product Group as discontinued operations for all periods presented. Refer to Note 17, “Discontinued Operations,” in the
+Consolidated Financial Statements for a further discussion. 
+The following description of our business should be read in
+conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 12 through 18 of this Annual Report on Form 10-K. 
+3 
+Table of Contents 
+Description of Business 
+Product Overview 
+Astro-Med develops and manufactures
+specialty printers and data acquisition systems. The Company’s products sell under the brand names
+Astro-Med ® Test & Measurement (T&M) and
+QuickLabel ® Systems (QuickLabel ® ). 
+Products sold under
+the Astro-Med T&M brand acquire and record data to electronic media and print the output onto charts. Products sold under the QuickLabel ® brand digitally print custom labels used in product packaging and automatic identification applications. 
+The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of
+industries. 
+Astro-Med Test & Measurement products include the Dash ® MX portable data acquisition system, TMX™ high-speed data acquisition system, Dash ® 8HF-HS data recorders, Everest ® telemetry recorders,
+ToughWriter ® Rugged Printers, and ToughSwitch ® Ethernet switches. 
+ToughWriter Rugged cockpit printers are used in the flight deck and in the cabins of military and commercial aircraft
+to print hard copies of landing strips, flight itineraries, weather maps, connecting gate information, and ground communications. ToughSwitch Ethernet switches are used in military aircraft and military vehicles to connect multiple computers or
+ethernet devices together. These products are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter cockpit
+printers for numerous airplanes made by Airbus, Boeing, Bombardier, and Lockheed. 
+The Company’s family of portable data
+recorders are used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power generating plants, automotive R&D centers, manufacturing plants, and for aerospace applications. The TMX™ data acquisition system
+is designed for data capture of long-term testing in automotive, aerospace, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including time-stamped and
+synchronized video capture data and audio notation, is important. 
+Everest telemetry recorders are used
+widely in the aerospace industry to monitor and track space vehicles, aircraft, missiles and other systems in flight. 
+Products sold under the QuickLabel brand include digital color label printers as well as a full line of consumables including labels, tags, ink, toner, and thermal transfer ribbon. In addition, QuickLabel
+Systems sells special software for designing labels for a wide variety of applications especially in the field of packaging. QuickLabel provides training and support around the clock with its staff of service technicians located at headquarters as
+well as in the field. 
+With its broad range of entry-level, mid-range, and high-performance digital label
+printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel products are primarily sold to manufacturers, processors, and retailers who label products on a short-run basis. Users
+can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals, cosmetics, food and beverage, medical products, and
+pharmaceuticals, among many other packaged goods. 
+Current QuickLabel models include the Kiaro!, a
+high-speed inkjet label printer; theVivo! Touch, a electrophotographic color label printer developed to print full-color variable information labels in an office or factory; and the Xe series of digital color label printers utilizing thermal
+transfer technology. QuickLabel also sells and supports its Pronto! family of barcode printers which utilize single color-thermal transfer label printing technology. 
+4 
+Table of Contents 
+Technology 
+The core technologies of Astro-Med relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor or electronic storage media, and (4) analyzing
+the data. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and registers its brand trademarks. While we consider our patents to be
+important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the
+Company’s business taken as a whole. 
+Manufacturing and Supplies 
+Astro-Med manufactures most of the products that it designs and sells. Raw materials and supplies are typically available from a wide
+variety of sources. Astro-Med manufactures most of the sub-assemblies and parts in house including printed circuit board assemblies, harnesses, machined parts, and general final assembly. Many parts are standard electronic items available from
+multiple sources. Others are parts designed by us that are manufactured for us by outside vendors. There are a few parts that are sole source but could be sourced elsewhere with appropriate changes in the design of our product. 
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2013 and 2012, we spent $3,816,000 and
+$4,323,000, respectively, on Company-sponsored product development. In 2013 and 2012, we also spent and additional $1,054,000 and $921,000 in research and development for our Grass segment, which is now reported as a discontinued operation. We
+expect our spending in research and development to continue at the same levels as prior years, even with the disposal of our Grass segment, as we are committed to continuous product development as a requisite to our organic growth. 
+Marketing and Competition 
+The Company competes worldwide in many markets including specialty printing systems and data acquisition and analysis. We retain a
+competitive position in our respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. We market our products worldwide by advertising and promotion using major national and
+international trade journals, scientific meetings, trade shows, direct mailing campaigns, and the internet. 
+Our products are sold by direct field sales persons as well as independent dealers and representatives. In the United
+States, the Company has factory-trained direct field sales people located in major cities from coast to coast specializing in either Astro-Med ® T&M products or
+QuickLabel ® products. Additionally, we have direct field sales and service centers in Canada, France, Germany
+and the United Kingdom staffed by our own employees. In the rest of the world, Astro-Med utilizes approximately 50 independent dealers and representatives selling and marketing our products in 60 countries. 
+Astro-Med has a number of competitors in each of the markets that it serves. In the T&M area, we believe that we are one of the
+leaders in data acquisition systems. In the digital color label printing field, we believe we lead the world in portable bench-top color label printing technology, and we were the first to market an electrophotographic color label printer capable of
+printing on continuous rollstock. 
+No single customer accounted for 10% or more of our net sales in any of the last two fiscal
+years. 
+5 
+Table of Contents 
+International Sales 
+In fiscal 2013 and 2012, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $16,611,000 and $17,154,000, respectively.
+Order Backlog 
+Astro-Med’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 may not indicate future sales trends. Backlog at January 31, 2013 and
+2012 was $6,151,000 and $5,817,000, respectively. 
+Employees 
+As of January 31, 2013, Astro-Med employed 342 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual transactions, which can cause fluctuations in sales from quarter to quarter.
+Available Information 
+We make available on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable,
+amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the
+Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Item 1A. Risk Factors 
+The following risk factors should be carefully considered in evaluating Astro-Med because such factors may have a significant impact on our business, operating results, liquidity and financial condition.
+As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be
+immaterial, may also impact our business operations. 
+Depressed general economic conditions may adversely affect Astro-Med’s results
+of operation and financial position. 
+Our business is sensitive to changes in general economic conditions, both inside
+and outside the United States. An economic downturn may adversely impact our business resulting in: 
+• 
+Reduced demand for our products realized by diminished new orders and increases in order cancellations; 
+• 
+Increased risk of excess and obsolete inventories; 
+• 
+Increased pressure on the prices for our products and services; 
+• 
+Greater difficulty in collecting accounts receivables; 
+• 
+Greater risk of impairment to the value and liquidity of our investment portfolio: and 
+• 
+Greater risk that cost reduction actions may be necessary resulting in restructuring charges 
+6 
+Table of Contents 
+Astro-Med’s operating results and financial condition could be harmed if the markets into which
+we sell our product decline or do not grow as anticipated. 
+Any decline in our customers’ markets or in their
+general economic conditions would likely result in a reduction in demand for our products. For example, although we have experienced measured progress in fiscal 2013 and 2012, as sales have increased from prior years, we are still affected by the
+continued global economic downturn as some of our customers remain reluctant to make capital equipment purchases and are limiting consumable product purchases to quantities necessary to satisfy immediate needs with no provisions to stock supplies
+for future use. Also, if our customers’ markets decline, we may not be able to collect on outstanding amounts due to us. Such declines could harm our results of operations, financial position and cash flows and could limit our ability to
+continue to remain profitable. 
+Astro-Med’s future revenue growth depends on our ability to develop and introduce new products and
+services on a timely basis and achieve market acceptance of these new products and services. 
+The markets for our
+products are characterized by rapidly changing technologies and accelerating product introduction cycles. Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying
+high-quality, cost-effective products, product enhancements and services on a timely basis and by keeping pace with technological developments and emerging industry standards. The success of our new products will also depend on our ability to
+differentiate our offerings from our competitors’ offerings; price our products competitively; anticipate our competitor’s development of new products; and maintain high levels of product quality and reliability. Astro-Med spends a
+significant amount of time and effort related to the development of our Rugged and Color Printer products as well as our Test and Measurement recorder products. Failure to further develop any of our new products and their related markets as
+anticipated could adversely affect our future revenue growth and operating results. 
+As Astro-Med introduces new or enhanced
+products, we must also successfully manage the transition from older products to minimize disruption in customers’ ordering patterns, avoid excessive levels of older product inventories and provide sufficient supplies of new products to meet
+customer demands. The introduction of new or enhanced products may shorten the life cycle of our existing products, or replace sales of some of our current products, thereby offsetting the benefit of even a successful product introduction and may
+cause customers to defer purchasing existing products in anticipation of the new products. Additionally, when we introduce new or enhanced products, we face numerous risks relating to product transitions, including the inability to accurately
+forecast demand, manage excess and obsolete inventories, address new or higher product cost structures, and manage different sales and support requirements due to the type or complexity of the new products. Any customer uncertainty regarding the
+timeline for rolling out new products or Astro-Med’s plans for future support of existing products may cause customers to delay purchase decisions or purchase competing products which would adversely affect our business, operating results and
+financial condition. 
+Astro-Med faces significant competition and our failure to compete successfully could adversely affect our results
+of operations and financial condition . 
+While we do maintain a dominant position in our markets, we
+operate in an environment of significant competition, driven by rapid technological advances, evolving industry standards, frequent new product introductions and the demands of customers to become more efficient. Our competitors range from large
+international companies to relatively small firms. We compete primarily on the basis of technology, performance, price, quality, reliability, brand, distribution and customer service and support. Our success in future performance is largely
+dependent upon our ability to compete successfully in the markets we currently serve and to expand into additional market segments. Additionally, current competitors or new market entrants may develop new products with features that could adversely
+affect the competitive position of our products. To remain competitive, we must develop new products, services and applications and periodically enhance our existing offerings. If we are unable to compete successfully, we could lose market share and
+important customers to our competitors which could materially adversely affect our business, results of operations and financial position. 
+7 
+Table of Contents 
+Astro-Med is dependent upon contract manufacturers for some of our products. If these
+manufacturers do not meet our requirements, either in volume or quality, then we could be materially harmed. 
+We
+subcontract the manufacturing and assembly of certain of our products to an independent third party at facilities located in various countries. Relying on subcontractors involves a number of significant risks, including: 
+• 
+Loss of control over the manufacturing process; 
+• 
+Potential absence of adequate production capacity; 
+• 
+Potential delays in production lead times; 
+• 
+Unavailability of certain process technologies; and 
+• 
+Reduced control over delivery schedules, manufacturing yields, quality and costs. 
+If our significant subcontractor becomes unable or unwilling to continue to manufacture these products in required volumes or fails to
+meet our quality standards, we will have to identify qualified alternate subcontractors or we will take over the manufacturing ourselves in as much as we own the designs, drawings, and bills of material for all our products. Additional qualified
+subcontractors may not be available, or may not be available on a timely or cost competitive basis. Any interruption in the supply of, or increase in the cost of, the products manufactured by third party subcontractors could have a material adverse
+effect on our business, operating results and financial condition. 
+For certain components and assembled products, Astro-Med is dependent
+upon single or limited source suppliers. If these suppliers do not meet demand, either in volume or quality, then we could be materially harmed. 
+Although we use standard parts and components for our products where possible, we purchase certain components and assembled products used in the manufacture of our products from single source or limited
+supplier sources. If the supply of a key component or assembled products were to be delayed or curtailed or, in the event a key manufacturing or sole vendor delays shipment of such components or completed products, our ability to ship products in
+desired quantities and in a timely manner would be adversely affected. Our business, results of operations and financial position could also be adversely affected, depending on the time required to obtain sufficient quantities from the original
+source or, if possible, to identify and obtain sufficient quantities from an alternative source. Additionally, if any single or limited source supplier becomes unable or unwilling to continue to supply these components or assembled products in
+required volumes, we will have to identify and qualify acceptable replacements or redesign our products with different components. Alternative sources may not be available, or product redesign may not be feasible on a timely basis. Any interruption
+in the supply of or increase in the cost of the components and assembled products provided by single or limited source suppliers could have a material adverse effect on our business, operating results and financial condition. 
+Compliance with new rules governing, “conflict minerals” could adversely affect the availability of certain product components and our
+costs and results of operations could be materially harmed. 
+In July 2010, the United States federal government enacted
+the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Section 1502 (the “Dodd-Frank Act”) which contained provisions that mandated the creation of rules by the SEC for public companies to ascertain the region of origin
+of certain minerals, commonly known as “conflict minerals,” used in the production of goods and if those minerals originated in the Democratic Republic of the Congo (DRC) or an adjoining country. It may be possible that conflict minerals
+may be part of the supply chain in our industry and contained in our products. In August 2012, the U.S. Securities and Exchange Commission (SEC) adopted new rules requiring disclosures of conflict minerals that are necessary to the functionality or
+production of products manufactured or contracted to be manufactured by public companies. To comply with the rules promulgated by the SEC under the Dodd-Frank Act, we will be required to perform due diligence and disclose whether or not our products
+contain such minerals and from which countries and source the minerals were obtained. The implementation of these requirements by 
+8 
+Table of Contents 
+government regulators and our partners and/or customers could adversely affect the sourcing, availability, and pricing of minerals used in the manufacture of certain components used in
+Astro-Med’s products. In addition, we will incur additional costs to comply with the disclosure requirements for conflict minerals, including costs related to determining the source of any of the relevant minerals and metals used in our
+products. As a result, our business, operating results and financial condition could be harmed. 
+Economic, political and other risks
+associated with international sales and operations could adversely affect Astro-Med’s results of operations and financial position. 
+Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. Revenue from international operations, which includes both direct and indirect
+sales to customers outside the U.S. accounted for approximately 30% of our total revenue for fiscal year 2013 and we anticipate that international sales will continue to account for a significant portion of our revenue. In addition, we have
+employees, suppliers, job functions and facilities located outside the U.S. Accordingly, our future results could be harmed by a variety of factors, including: 
+• 
+Interruption to transportation flows for delivery of parts to us and finished goods to our customers; 
+• 
+Customer and vendor financial stability; 
+• 
+Changes in foreign currency exchange rates; 
+• 
+Changes in a specific country’s or region’s environment including political, economic, monetary, regulatory or other conditions;
+• 
+Trade protection measures and import or export licensing requirements; 
+• 
+Negative consequences from changes in tax laws; 
+• 
+Difficulty in managing and overseeing operations that are distant and remote from corporate headquarters; 
+• 
+Difficulty in obtaining and maintaining adequate staffing; 
+• 
+Differing labor regulations; 
+• 
+Differing protection of intellectual property; 
+• 
+Unexpected changes in regulatory requirements; and 
+• 
+Geopolitical turmoil, including terrorism and war. 
+Astro-Med’s profitability is dependent upon our ability to obtain adequate pricing for our products and to improve our cost structure. 
+Our success depends on our ability to obtain adequate pricing for our products and services which provides a reasonable return to our
+shareholders. Depending on competitive market factors, future prices we obtain for our products and services may decline from previous levels. In addition, pricing actions to offset the effect of currency devaluations may not prove sufficient to
+offset further devaluations or may not hold in the face of customer resistance and/or competition. If we are unable to obtain adequate pricing for our products and services, our results of operations and financial position could be materially
+adversely affected. 
+We are continually reviewing our operations with a view towards reducing our cost structure, including but
+not limited to downsizing our employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. From time to time we also engage in restructuring actions to reduce our cost structure. If we
+are unable to maintain our cost base at or below the current level and maintain process and systems changes resulting from cost reduction and prior restructuring actions, our results of operations and financial position could be materially adversely
+affected. 
+9 
+Table of Contents 
+Astro-Med could incur liabilities as a result of installed product failures due to design or
+manufacturing defects. 
+Astro-Med could incur liabilities as a result of installed product failures due to design or
+manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These defects could result in among other things, a delay in recognition of sales, loss of sales, loss of market share, failure to
+achieve market acceptance or substantial damage to our reputation. We could be subject to material claims by customers, and may need to incur substantial expenses to correct any product defects. 
+Astro-Med is subject to laws and regulations; failure to address or comply with these laws and regulations could harm our business and adversely
+affect our results of operations. 
+Our operations are subject to laws, rules, regulations, including environmental
+regulations, government policies and other requirements in each of the jurisdictions in which we conduct business. Changes in laws, rules, regulations, policies or requirements could result in the need to modify our products and could affect the
+demand for our products, which may have an adverse impact on our future operating results. In addition, we must comply with new regulations restricting our ability to include lead and certain other substances in our products. If we do not comply
+with applicable laws, rules and regulations we could be subject to costs and liabilities and our business may be adversely impacted. 
+Adverse conditions in the global banking industry and credit markets may adversely impact the value of our investments or impair our liquidity.
+At the end of fiscal 2013, we had approximately $40 million of cash, cash equivalents and investments held for sale.
+Our cash and cash equivalents are held in a mix of money market funds and bank demand deposit accounts. The continued disruptions in the financial markets may, in some cases, result in an inability to access assets such as money market funds that
+traditionally have been viewed as highly liquid. Any failure of our counterpart financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results of operations and
+financial position. Our investment portfolio consists of state and municipal securities with various maturity dates, all of which have a credit rating of AA or above at the original purchase date; however, failure of any of these securities may
+result in an adverse impact on our portfolio. 
+Astro-Med may not realize the anticipated benefits of past or future acquisitions,
+divestitures and strategic partnerships, and integration of acquired companies or divestiture of businesses may negatively impact Astro-Med’s overall business. 
+We may identify and pursue acquisitions of complementary companies and strategic assets, such as customer bases, products and technology. However, there can be no assurance that we will be able to
+identify suitable acquisition opportunities. In any acquisition that we complete we cannot be certain that: 
+• 
+We will successfully integrate the operations of the acquired business with our own; 
+• 
+All the benefits expected from such integration will be realized; 
+• 
+Management’s attention will not be diverted or divided, to the detriment of current operations; 
+• 
+Amortization of acquired intangible assets will not have a negative effect on operating results or other aspects of our business;
+• 
+Delays or unexpected costs related to the acquisition will not have a detrimental effect on our business, operating results and financial
+condition; 
+• 
+Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse effect on our reputation; and
+• 
+Respective operations, management and personnel will be compatible. 
+10 
+Table of Contents 
+In certain instances as permitted by applicable law and NASDAQ rules, acquisitions may be
+consummated without seeking and obtaining shareholder approval, in which case shareholders will not have an opportunity to consider and vote upon the merits of such an acquisition. Although we will endeavor to evaluate the risks inherent in a
+particular acquisition, there can be no assurance that we will properly ascertain or assess such risks. 
+Astro-Med may also
+divest certain businesses from time to time. On January 31, 2013, we completed the sale of substantially all of the assets of our Grass Technologies Product Group and on January 30, 2012, we completed the divestiture of our label
+manufacturing operations located in Asheboro, North Carolina. Such divestitures will likely involve risks, such as difficulty splitting up businesses, distracting employees, potential loss of revenue and negatively impacting margins, and potentially
+disrupting customer relationships. A successful divestiture depends on various factors, including our ability to: 
+• 
+Effectively transfer assets, liabilities, contracts, facilities and employees to the purchaser; 
+• 
+Identify and separate the intellectual property to be divested from the intellectual property that we wish to keep; and 
+• 
+Reduce fixed costs previously associated with the divested assets or business. 
+All of these efforts require varying levels of management resources, which may divert our attention from other business operations.
+Further, if market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions. 
+If Astro-Med is not able to successfully integrate or divest businesses, products, technologies or personnel that we acquire or divest, or able to realize expected benefits of our acquisitions,
+divestitures or strategic partnerships, Astro-Med’s business, results of operations and financial condition could be adversely affected. 
+Item 1B. Unresolved Staff Comments 
+None 
+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.
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Warwick, Rhode Island, USA 
+135,500 
+Corporate headquarters, research and development, manufacturing, sales and service 
+*Rockland, Massachusetts, USA 
+36,000 
+Manufacturing 
+Slough, England 
+1,700 
+Sales and service 
+* 
+This facility is currently classified as held for sale in the Company’s consolidated balance sheet included in this report. 
+11 
+Table of Contents 
+Astro-Med also leases facilities in various other locations. The following information
+pertains to each location: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+Rodgau, Germany 
+8,300 
+Manufacturing, sales and service 
+Brossard, Quebec, Canada 
+7,900 
+Manufacturing, sales and service 
+Elancourt, France 
+4,144 
+Sales and service 
+Schaumburg, Illinois, USA 
+630 
+Sales 
+Wilmington, Delaware, USA 
+498 
+Sales 
+El Dorado Hills, California, USA 
+273 
+Sales 
+Newport Beach, California, USA 
+151 
+Sales 
+We believe our facilities are well maintained, in good operating condition and generally adequate to meet
+our 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. Mine Safety Disclosures 
+Not applicable. 
+12 
+Table of Contents 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+Astro-Med’s common stock trades on The NASDAQ Global Market under the symbol “ALOT.” The following table sets forth the
+range of high and low closing prices and dividend data, as furnished by NASDAQ, for the years ended January 31: 
+High 
+Low 
+Dividends 
+Per Share 
+2013 
+First Quarter 
+$ 
+8.52 
+$ 
+7.98 
+$ 
+0.07 
+Second Quarter 
+$ 
+8.60 
+$ 
+7.70 
+$ 
+0.07 
+Third Quarter 
+$ 
+8.98 
+$ 
+7.85 
+$ 
+0.07 
+Fourth Quarter 
+$ 
+10.45 
+$ 
+8.40 
+$ 
+0.14 
+2012 
+First Quarter 
+$ 
+8.07 
+$ 
+7.48 
+$ 
+0.07 
+Second Quarter 
+$ 
+9.00 
+$ 
+7.64 
+$ 
+0.07 
+Third Quarter 
+$ 
+8.18 
+$ 
+6.94 
+$ 
+0.07 
+Fourth Quarter 
+$ 
+8.15 
+$ 
+7.07 
+$ 
+0.07 
+Astro-Med had approximately 295 shareholders of record as of March 25, 2013, which does not reflect
+shareholders with beneficial ownership in shares held in nominee name. 
+13 
+Table of Contents 
+Stock Performance Graph 
+The graph below shows a comparison of the cumulative total return on the Company’s common stock against the cumulative total returns for the NASDAQ Composite Index and the NASDAQ Electronic Index for
+the period of five fiscal years ended January 31, 2013. The NASDAQ Composite Index is calculated using all companies trading on the NASDAQ Global Select, NASDAQ Global Market and the NASDAQ Capital Markets through January 31, 2013. The
+Index is weighted by the current shares outstanding and assumes dividends reinvested. The NASDAQ Electronic Index, designated as the Company’s peer group index, is comprised of companies classified as electronic equipment manufacturers.
+Cumulative Total Returns* 
+2008 
+2009 
+2010 
+2011 
+2012 
+2013 
+Astro-Med, Inc. 
+$ 
+100.00 
+$ 
+73.75 
+$ 
+79.55 
+$ 
+82.52 
+$ 
+95.03 
+$ 
+121.91 
+NASDAQ Electronic Index 
+$ 
+100.00 
+$ 
+59.72 
+$ 
+92.68 
+$ 
+110.84 
+$ 
+106.21 
+$ 
+102.07 
+NASDAQ Composite Index 
+$ 
+100.00 
+$ 
+62.32 
+$ 
+91.48 
+$ 
+116.23 
+$ 
+122.30 
+$ 
+138.41 
+* 
+Assumes $100 invested on February 1, 2008 with reinvestment of dividends 
+Dividend Policy 
+Astro-Med began a program of paying quarterly cash
+dividends in fiscal 1992 and has paid a dividend for 86 consecutive quarters. During fiscal 2013, we paid a quarterly dividend of $0.07 per share and anticipate that we will continue to pay comparable cash dividends on a quarterly basis. On
+December 18, 2012, the Board of Directors declared an additional cash dividend of $0.07 per share on common stock paid on December 31, 2012. 
+Stock Repurchases 
+On August 22, 2011, Astro-Med’s Board of
+Directors approved an increase in the number of shares authorized for repurchase from 254,089 to 500,000 shares of common stock. This is an ongoing authorization without any expiration date. 
+14 
+Table of Contents 
+During the fourth quarter of fiscal 2013, the Company made the following repurchases of its
+common stock: 
+Total Number 
+of Shares 
+Repurchased 
+Average 
+Price paid 
+Per Share 
+Total Number of 
+Shares Purchased as 
+Part of
+Publicly 
+Announced Plans or 
+Programs 
+Maximum Number 
+of Shares That 
+May Be 
+Purchased 
+Under The 
+Plans 
+or Programs 
+October 28 – November 24 
+— 
+— 
+— 
+390,000 
+November 25 – December 22 
+— 
+— 
+— 
+390,000 
+December 23 – January 31 
+— 
+— 
+— 
+390,000 
+Item 6. Selected Financial Data 
+We are a “smaller reporting company” and, as such, are not required to provide this information. 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
+Overview 
+Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad range of products that acquire, store, analyze and present data in multiple formats. The
+Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its products and services through the following two sales product groups:
+• 
+Test and Measurement Product Group (T&M)—offers a suite of Rugged Printer products designed for military and commercial applications to be
+used in the avionics industry to print weather maps, communications and other critical flight information. T&M also comprises a suite of telemetry recorder products sold to the aerospace and defense industries, as well as portable data
+acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including automotive, energy, paper and steel fabrication. 
+• 
+QuickLabel Systems Product Group (QuickLabel)—offers label printer hardware, labeling software, servicing contracts, and label and ink consumable
+products that digitally print color labels on a broad range of label and tag substrates. 
+On January 31,
+2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) in order to focus on its existing core businesses. Grass manufactured polysomnography and electroenecephalography systems for
+both clinical and research use along with the related accessories and proprietary electrodes. Consequently, the Company has classified the results of operations of its Grass segment as discontinued operations for all periods presented. 
+Astro-Med markets and sells its products and services globally through a diverse distribution structure of direct sales personnel,
+manufacturer’s representatives and authorized dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+Our growth strategy centers on organic growth through product innovation made possible by research and development initiatives, as well as strategic acquisitions that fit into existing core businesses.
+Research and development activities are funded and expensed by the Company at approximately 6.2% of annual sales for fiscal 2013. Including research and development expenditures of the discontinued Grass segment, the Company’s, spending on
+research and development in 2013 was 8.0% of sales (excluding sales of the discontinued Grass Segment), a level that the Company anticipates will continue in 2014. We also continue to invest in sales and marketing initiatives by expanding the
+existing sales force and using various marketing campaigns to achieve our goals of sales growth and increased profitability notwithstanding today’s challenging economic environment. 
+15 
+Table of Contents 
+Results of Operations 
+The following table presents the net sales of each of the Company’s segments, as well as the percentage of total sales and change from prior year. As previously noted, the Company’s Grass
+segment has been classified as a discontinued operation and therefore not presented in the table or discussion below. 
+($ in thousands) 
+2013 
+2012 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+% Change 
+Over Prior Year 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+T&M 
+$ 
+17,636 
+28.8 
+% 
+2.9 
+% 
+$ 
+17,138 
+28.2 
+% 
+QuickLabel 
+43,588 
+71.2 
+% 
+— 
+% 
+43,586 
+71.8 
+% 
+Total 
+$ 
+61,224 
+100.0 
+% 
+0.8 
+% 
+$ 
+60,724 
+100.0 
+% 
+Fiscal 2013 compared to Fiscal 2012 
+Astro-Med’s sales in fiscal 2013 were $61,224,000, representing a slight increase as compared to prior year sales of $60,724,000. Domestic sales of $44,613,000 increased 2.4% from the prior year
+sales of $43,570,000. International sales of $16,611,000 includes an unfavorable impact of $846,000 due to foreign exchange rates and reflects a 3.2% decrease as compared to the prior year. 
+Hardware sales in fiscal 2013 were $25,169,000, a 9.2% increase as compared to prior year’s sales of $23,044,000 and represents 41.1%
+of total sales as compared to 37.9% of sales in the prior year. Both product groups achieved growth in the current year, with T&M’s hardware sales up 5.0% and QuickLabel’s hardware sales up 17.2%. The primary drivers of this increase
+relate to increases in T&M’s Rugged and TMX product line sales and the increase in sales due to the introduction of QuickLabel’s new Kiaro! product line. The increase in the current year’s hardware sales was tempered by lower
+sales of T&M’s recorder and data acquisition product lines and QuickLabel’s Vivo! and Zeo! product lines. 
+Consumable sales in fiscal 2013 were $32,540,000, representing a 3.8% decrease as compared to prior year sales of $33,841,000. The key
+driver of the overall decrease in consumable sales for the current fiscal year was primarily traceable to the decline in label and tag sales in the QuickLabel product group due to the January 2012 divestiture of the Asheboro, North Carolina
+facility, which contributed sales of approximately $4,100,000 in fiscal 2012. The decline in consumable product sales for the current year was tempered by an increase in sales of digital color printer supplies within the QuickLabel product group,
+which were up 16.9% over the prior year, as well as a slight increase in sales of QuickLabel’s thermal transfer ribbon. 
+Service and other sales revenue in fiscal 2013 were $3,515,000, a 8.4% decrease compared to prior year sales of $3,839,000 due to lower
+repair and service revenue. 
+The Company achieved $23,728,000 in gross profit for fiscal 2013 and generated a gross profit
+margin of 38.8%, an increase as compared to prior year’s gross profit margin of 36.3%. The increase in gross profit margin for the current year is due to lower manufacturing costs and favorable product mix. 
+Operating expenses for the current year were $20,802,000, representing a 1.2% decrease from prior year’s operating expenses of
+$21,062,000. Specifically, selling and marketing expenses decreased 2.9% from prior year to $12,412,000 in fiscal 2013, representing 20.3% of sales, a slight decrease as compared to the prior year’s 21.0% of sales. The decrease in selling and
+marketing was primarily the result of lower wages and benefits. General and administrative (G&A) expenses increased 15.4% from prior year to $4,574,000 in fiscal 2013. The higher G&A expense was primarily due to an increase in wages and
+benefits for the current year, as well as an increase in professional fees spending as compared to the prior year. Funding of research & development (R&D) in fiscal 2013 has decreased 11.7% to $3,816,000. The decrease in R&D for
+fiscal 2013 is primarily due to the decrease in personnel costs and in prototype and outside research and development spending compared to the prior year. The R&D spending level for fiscal 2013 represents 6.2% of net sales, a decline from the
+prior year’s level of 7.1%. 
+16 
+Table of Contents 
+In fiscal 2012, the Company recognized a $681,000 loss on the sale of our manufacturing
+operations in Asheboro, North Carolina. 
+Other expense in fiscal 2013 was $41,000 as compared to other income of $316,000 in
+fiscal 2012. This decrease for the current year is primarily the result of the $300,000 of income recognized in fiscal 2012 related to the disposition of a key-man life insurance policy, as well as a decrease in investment income in the current
+year. The decrease was slightly tempered by a decrease foreign exchange loss recognized in the current year. 
+Astro-Med’s
+fiscal 2013 pretax income was reduced by approximately $480,000 related to stock-based compensation expense as compared to fiscal 2012 pretax income, which was reduced by approximately $208,000 in stock-based compensation expense. 
+During fiscal 2013, the Company recognized income tax expense on income from continuing operations of $847,000 and had an effective tax
+rate of 29.4%. This compares to an income tax benefit on income from continuing operations of $97,000 in fiscal 2012. 
+Income
+from continuing operations for fiscal 2013 was $2,038,000, providing a return of 3.3% on sales and generating an EPS of $0.27 per diluted share. On a comparative basis, fiscal 2012 income from continuing operations was $741,000 or $0.10 per diluted
+share and includes a $450,000 loss, net of tax, related to the sale of the Asheboro operations, equal to $0.06 per diluted share and income of $300,000 related to key-man life insurance proceeds received, equal to $0.04 per diluted share.
+Discontinued Operation 
+On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) for a purchase price of $18,600,000. Consequently, the Company
+has classified the results of operations of its Grass segment as discontinued operations for all periods presented. 
+Results
+for discontinued operations are as follows: 
+($ in thousands) 
+2013 
+2012 
+Net Sales 
+$ 
+19,195 
+$ 
+18,469 
+Gross Profit 
+$ 
+10,123 
+$ 
+9,711 
+Gain on Sale of Assets of Discontinued Operations 
+$ 
+10,162 
+— 
+Income from Discontinued Operations, net of taxes 
+$ 
+8,729 
+$ 
+2,391 
+17 
+Table of Contents 
+Segment Analysis 
+Astro-Med reports two segments consistent with its sales product groups: Test & Measurement (T&M) and QuickLabel Systems (QuickLabel). Segment performance is evaluated based on the operating
+segment’s profit before corporate and financial administration expenses. 
+The following table summarizes selected
+financial information by segment. As previously noted, the Company’s Grass segment has been classified as a discontinued operation for all periods presented. 
+($ in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit as 
+a % of Net Sales 
+2013 
+2012 
+2013 
+2012 
+2013 
+2012 
+T&M 
+$ 
+17,636 
+$ 
+17,138 
+$ 
+3,109 
+$ 
+2,425 
+17.6 
+% 
+14.1 
+% 
+QuickLabel 
+43,588 
+43,586 
+4,380 
+2,553 
+10.0 
+% 
+5.9 
+% 
+Total 
+$ 
+61,224 
+$ 
+60,724 
+7,489 
+4,978 
+12.2 
+% 
+8.2 
+% 
+Corporate Expenses 
+4,563 
+3,969 
+Loss on Sale of Asheboro Operations* 
+— 
+(681 
+) 
+Operating Income 
+2,926 
+328 
+Other Income (Expense), Net 
+(41 
+) 
+316 
+Income from Continuing Operations Before Income Taxes 
+2,885 
+644 
+Income Tax Provision (Benefit) from Continuing Operations 
+847 
+(97 
+) 
+Income from Continuing Operations 
+2,038 
+741 
+Income from Discontinued Operations, Net of Taxes 
+8,729 
+2,391 
+Net Income 
+$ 
+10,767 
+$ 
+3,132 
+* 
+The Asheboro operations were part of the QuickLabel System segment. 
+Test & Measurement 
+T&M’s sales increased 2.9% in fiscal
+2013 to $17,636,000 from $17,138,000 in the prior year. The increase is primarily due to the 17.2% growth in the Rugged printer product line due to the continued increase in contract sales. Also contributing to the increase in sales was the
+continued increase in demand for the TMX product line, as current year sales grew 23.5% as compared to the prior year. The current year sales increase is tempered by declining sales in the data acquisition and recorder product lines as compared to
+the prior year. T&M’s segment operating profit was $3,109,000 in fiscal 2013, reflecting a profit margin of 17.6%, an improvement as compared to the prior year’s segment operating profit of $2,425,000 and related profit margin of
+14.1%. The fiscal 2013 increase in operating profit is an outgrowth of higher sales and lower operating expenses. 
+QuickLabel Systems 
+QuickLabel Systems sales remained flat in fiscal 2013 with sales of $43,588,000 compared to sales of $43,586,000 in the prior year. The consistent result was primarily due to the decline in label and tag
+sales in the QuickLabel product group due to the January 2012 divestiture of the Asheboro, North Carolina facilities, which contributed sales of approximately $4,100,000 in fiscal 2012, offset by the 16.9% increase in the consumable sales of digital
+color printer supplies; sales of the new Kiaro! product line, which was introduced in July 2012; as well as the double-digit increase in sales of monochromatic printers as compared to the prior year. The segment operating profit margin of 10.0% for
+the current year has improved relative to a 5.9% profit margin for the previous year. The current year increase in QuickLabel’s profit margin is due to lower manufacturing costs, favorable product mix and lower selling and marketing expenses.
+18 
+Table of Contents 
+Liquidity and Capital Resources 
+The Company expects to finance its future working capital needs, capital expenditures and acquisition requirements through internal funds
+and believes that cash provided by operations will be sufficient to meet our operating and capital needs for at least the next twelve months. To the extent our capital and liquidity requirements are not satisfied internally, we may utilize a $5.0
+million revolving bank line of credit, all of which is currently available. Borrowings under this line of credit bear interest at either a fluctuating rate equal to 75 basis points below the base rate, as defined in the agreement, or at a fixed rate
+equal to 150 basis points above LIBOR. 
+Astro-Med’s Statements of Cash Flows for the two years ended January 31, 2013
+and 2012 are included on page 36. Net cash flows provided by operating activities was $3,863,000 in the current year compared to net cash provided by operating activities of $5,472,000 in the previous year. The decrease in net cash flow from
+operations for the current year is attributed to increased working capital requirements, as both the accounts receivable and inventory balances increased during the current year and accounts payable and accrued expenses decreased in the current year
+as compared to prior year. The accounts receivable collection cycle was 51 days sales outstanding for both January 31, 2013 and 2012. Inventory days on hand increased to 109 days at the end of the current fiscal year from 105 days at prior year
+end. 
+Net cash flow provided by investing activities for fiscal 2013 was $18,466,000, which included cash proceeds of
+$16,800,000 from the sale of the assets of Company’s Grass Technologies Product Group. The increase in cash proceeds was slightly offset by cash used for capital expenditures of approximately $849,000, including $327,000 for information
+technology, $161,000 for tools and dies, $156,000 for land and building improvements, $123,000 for machinery and equipment and $82,000 for furniture and fixtures and other capital expenditures. 
+Included in net cash flow used by financing activities for fiscal 2013 were dividends paid of $2,595,000. Dividends paid in fiscal 2012
+were $2,055,000. The Company’s annual dividend per share was $0.35 in fiscal 2013 and $0.28 in fiscal 2012. The Company purchased 110,000 shares of its common stock in fiscal 2013 at a price of $7.00 per share. Since the inception of the common
+stock buy back program in fiscal 1997, the Company has repurchased a total of 1,530,010 shares of its common stock. At January 31, 2013, the Company’s Board of Directors has authorized the purchase of an additional 390,000 shares of the
+Company’s common stock in the future. 
+Contractual Obligations, Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of
+matters, such as: contract and employment claims; workers compensation claims; product liability claims; warranty claims; and claims related to modification, adjustment or replacement of component parts of units sold. While it is impossible to
+ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a
+material adverse effect on our consolidated financial position or results of operations. It is possible, however, that results of operations for any particular future period could be materially affected by changes in our assumptions or strategies
+related to these contingencies or changes out of the Company’s control. 
+Critical Accounting Policies and Estimates 
+Astro-Med’s discussion and analysis of financial condition and results of operations are based upon the Company’s Consolidated
+Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of our accounting policies require the application of judgment in selecting the appropriate assumptions for
+calculating financial estimates. By their nature, these 
+19 
+Table of Contents 
+judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and
+estimates are reasonable for our interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If
+different conditions result from those assumptions used in our judgments, the results could be materially different from our estimates. We believe the following are our most critical accounting policies as they require significant judgments and
+estimates in the preparation of our financial statements: 
+Revenue Recognition : Our product sales are recognized when
+all of the following criteria have been met: persuasive evidence of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legal title and risk of loss have passed to the customer; and collectability is
+reasonably assured. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights
+of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. When a sale arrangement involves training
+or installation, the deliverables in the arrangement are evaluated to determine whether they represent multiple element arrangements. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total
+fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately. We allocate
+revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on our vendor
+specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue
+recognition criteria for that element have been met. The amount of product revenue recognized is affected by our judgments as to whether an arrangement includes multiple elements. 
+Infrequently, Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of
+agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer
+acceptance for the specific milestone before recognizing revenue. 
+Infrequently, the Company receives requests from customers
+to hold product being purchased from us for the customers’ convenience. We recognize revenue for such bill and hold arrangements provided the transaction meets the following criteria: a valid business purpose for the arrangement exists; risk of
+ownership of the purchased product has transferred to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the product is ready for shipment; the payment terms are customary; we have no
+continuing performance obligation in regards to the product and the product has been segregated from our inventories. 
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are
+recorded in cost of sales and general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that
+might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. We also periodically evaluate the adequacy of our reserves for warranty and bad debts recorded in its
+consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is
+required in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material
+adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+20 
+Table of Contents 
+Inventories: Inventories are stated at the lower of cost (first-in, first-out) or
+market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of analyzing the inventory supply on hand and estimating the
+net realizable value of the inventory based on historical experience, current business conditions and anticipated future sales. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material
+adjustments in subsequent periods when the estimates are adjusted to actual experience. 
+Income Taxes: A valuation
+allowance is established when it is “more-likely-than-not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including our performance, the
+market environment in which we operate, length of carryforward periods, existing sales backlog and future sales projections. If actual factors and conditions differ materially from the estimates made by management, the actual realization of the net
+deferred tax assets or liabilities could vary materially from the amounts previously recorded. At January 31, 2013, the Company has provided valuation allowances for future tax benefits resulting from certain R&D tax credits which could
+expire unused. 
+The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in
+the application of complex tax laws and regulations in a multitude of jurisdictions. Although guidance on the accounting for uncertain income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain
+tax position has met those thresholds will continue to require significant judgment by management. If the ultimate resolution of tax uncertainties is different from what we have estimated, our income tax expense could be materially impacted.
+Long-Lived Assets and Goodwill: The impairment of long-lived assets to be held and used are reviewed for
+impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the
+asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. 
+Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the
+business climate, indicate that the carrying value of an asset might be impaired. During the fourth quarter of fiscal 2012, we adopted new accounting guidance which simplifies goodwill impairment testing. Under the new guidance, goodwill is first
+qualitatively assessed to determine whether further impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both
+current and projected), changes in management and strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than
+its carrying amount, a two step process is then performed. Step one compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required
+to determine if there is an impairment of the goodwill. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill. We estimate the fair value of our reporting units using the income approach based
+upon a discounted cash flow model. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long–term operating cash flow performance. In addition, the Company uses the
+market approach, which compares the reporting unit to publicly-traded companies and transactions involving similar business, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and
+estimates including future revenue, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates. 
+Share-Based Compensation: Share-based compensation expense is based on the estimated fair value of the share-based award when granted. We have estimated the fair value of each option on the date of
+grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the
+risk free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted average
+21 
+Table of Contents 
+expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility
+and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has
+assessed the expected risk tolerance of different option groups. The risk-free interest rate used in the model is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The
+dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requisite service. Our accounting for share-based
+compensation for restricted stock awards (“RSAs”) and restricted stock units (“RSU”) is also based on the fair value method. The fair value of the RSUs and RSAs is based on the closing market price of the Company’s common
+stock on the grant date of the RSU or RSA. 
+Recent Accounting Pronouncements 
+Reference is made to Note 1 of our Consolidated Financial Statements included herein. 
+Item 7A. Quantitative and Qualitative Disclosures about Market Risk 
+The registrant is a smaller reporting company and is not required to provide this information. 
+22 
+Table of Contents 
+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 15(a)(1). 
+Item 9. Changes in and Disagreements with Accountants on
+Accounting and Financial Disclosure 
+None 
+Item 9A. Controls and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+Our management has
+evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form
+10-K pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls
+and procedures are effective at January 31, 2013 to ensure that the information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and
+communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 
+Management’s Annual Report on Internal Control over Financial Reporting 
+The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such
+term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the
+preparation of published financial statements in accordance with generally accepted accounting principles. 
+Because of the
+inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of
+changes in conditions, or the degree of compliance may deteriorate. 
+Management conducted its evaluation of the effectiveness
+of its internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31,
+2013. Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2013, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO
+in “Internal Control-Integrated Framework.” 
+This annual report does not include an attestation report of the
+Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the
+Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 
+Changes in Internal Controls over Financial Reporting 
+There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to affect, our
+internal control over financial reporting. 
+Item 9B. Other Information 
+Nothing to Report 
+23 
+Table of Contents 
+PART III 
+Item 10. Directors, Executive Officers and Corporate Governance 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2013 annual meeting of
+shareholders. 
+The following sets forth certain information with respect to all executive officers of the Company. All officers
+serve at the pleasure of the Board of Directors. 
+Name 
+Age 
+Position 
+Everett V. Pizzuti 
+76 
+President, Chief Executive Officer and Director 
+Gregory A. Woods 
+54 
+Executive Vice President and Chief Operating Officer 
+Joseph P. O’Connell 
+69 
+Senior Vice President, Treasurer and Chief Financial Officer 
+Gordon Bentley 
+66 
+Vice President—Information Technology 
+Michael M. Morawetz 
+53 
+Vice President—International Branches 
+Stephen M. Petrarca 
+50 
+Vice President—Instrument Manufacturing 
+Erik J. Mancyak 
+37 
+Vice President and Corporate Controller 
+Eric E. Pizzuti 
+46 
+Vice President & General Manager—QuickLabel Systems 
+Michael J. Natalizia 
+49 
+Vice President and Chief Technology Officer 
+Mr. Everett V. Pizzuti was appointed Chief Executive Officer of the Company on June 29, 2011 and
+has been functioning as President since 1971. Mr. Pizzuti had served as Astro-Med’s Chief Operating Officer from 1971 to 2011 and was previously a Vice President of the Company. 
+Mr. Woods was appointed Executive Vice President and Chief Operating Officer of the Company on September 6, 2012. Prior to
+joining Astro-Med, Mr. Woods has held the positions of Managing Director of Medfield Advisors from 2010 to 2012, President of Performance Motion Devices from 2007-2010 and Chief Executive Officer of Control Technology Corporation from 2001 to
+2007. 
+Mr. O’Connell joined the Company in 1996. He previously held senior financial management positions with Cherry
+Tree Products Inc., IBI Corporation and Avery Dennison Corporation. Mr. O’Connell is also Assistant Secretary of the Company. He was appointed to the position of Senior Vice President in 2007. 
+Mr. Bentley was appointed Vice President of Information Technology in 2007. He was previously Director of Information Technology and
+held other various operations positions since joining the Company in 1980. 
+Mr. Morawetz was appointed Vice President
+International Branches in 2006. He was previously the General Manager of Branch Operations for the Company’s German Subsidiary, having joined the Company in 1989. 
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in 1998. He 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. Mancyak was appointed Vice President of the Company in 2011. He also
+holds the position of Corporate Controller and Principal Accounting Officer to which he was appointed in 2009. He served as Assistant Corporate Controller of the Company from 2008 to 2009 and prior to that was an Accounting Manager of the Company
+beginning in 2005. Prior to 2005, Mr. Mancyak was Senior Treasury Analyst at American Power Conversion and an auditor at the international accounting firm of KPMG LLP. 
+Mr. Eric E. Pizzuti was appointed Vice President and General Manager of the Company’s QuickLabel System business segment on
+March 9, 2012. Prior to this appointment, Mr. Pizzuti held the position of Vice President and Worldwide Director of Sales for QuickLabel Systems from March 2010 and Worldwide Director of Sales from March 2006 through March 2010.
+Mr. Pizzuti has held various other positions since joining the Company in 1996. 
+24 
+Table of Contents 
+Mr. Natalizia was appointed Vice President and Chief Technology Officer of Astro-Med,
+Inc. on March 9, 2012. Prior to this appointment, Mr. Natalizia held the position of Director of Product Development of the Company since 2005. 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to
+all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) and Corporate Controller, as supplemented by a Code
+of Ethical Conduct for the Chief Executive Officer and Senior Financial Officers, which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K. A copy of the Code of Ethics will be provided to
+shareholders, without charge, upon request directed to Investor Relations or can be obtained on the Company’s website, (www.astro-medinc.com) , under the heading “Corporate Governance—Charters.” The Company will disclose
+any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Corporate Controller or persons performing similar functions by posting such information on its website and filing a Form 8-K as required under the rules of the NASDAQ
+Global Market. 
+Item 11. Executive Compensation 
+The response to this item is incorporated by reference to the Company’s definitive Proxy Statement for the 2013 Annual Meeting of
+Shareholders. 
+The information set forth under the heading “Compensation Committee Report” in the Company’s
+definitive Proxy Statement is furnished and shall not be deemed as filed for purposes of Section 18 of the Securities Act of 1934, as amended, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as
+amended. 
+Item 12. Security Ownership of Certain Beneficial
+Owners and Management and Related Stockholders Matters 
+The response to this item is incorporated by reference
+to the Company’s definitive Proxy Statement for the 2013 Annual Meeting of Shareholders. 
+Equity Compensation Plan
+Information 
+The following table sets forth information about the Company’s equity compensation plans as of
+January 31, 2013: 
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of Outstanding 
+Options, 
+Warrants and Rights 
+Weighted- 
+Average Exercise 
+Price of 
+Outstanding 
+Options, 
+Warrants
+and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances 
+Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+916,612 
+(1) 
+$ 
+8.46 
+467,594 
+(2) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+— 
+— 
+Total 
+916,612 
+(1) 
+$ 
+8.46 
+467,594 
+(2) 
+(1) 
+Includes 300,993 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans, 178,313 shares
+issuable upon exercise of outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees, 8,250 shares issuable upon exercise of outstanding stock options
+granted under the Astro-Med, 
+25 
+Table of Contents 
+Inc. Non-Employee Director Stock Option Plan and 429,056 shares issuable upon exercise of outstanding options granted under the Company’s 2007 Equity Incentive Plan.
+(2) 
+Shares under the Astro-Med, Inc. 2007 Equity Incentive Plan. Excludes 96,900 shares issuable upon vesting of outstanding restricted stock awards and restricted stock
+units issued under Astro-Med’s Equity Incentive Plan. 
+Additional information regarding these equity
+compensation plans is contained in Note 7 to the Company’s Consolidated Financial Statements included in Item 
+15 hereto. 
+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 2013 Annual Meeting of Shareholders. 
+Item 14. Principal Accountant Fees and Services
+The information required by this item is incorporated herein by reference to the Company’s definitive
+Proxy Statement for the 2013 Annual Meeting of Shareholders. 
+26 
+Table of Contents 
+PART IV 
+Item 15. Exhibits and Financial Statement Schedule 
+(a)(1) Financial Statements: 
+The following documents are included as part of this Annual Report filed on Form 10-K: 
+Page 
+Report of Independent Registered Public Accounting Firm 
+31 
+Consolidated Balance Sheets as of January 31, 2013 and 2012 
+32 
+Consolidated Statements of Income—Years Ended January 31, 2013 and 2012 
+33 
+Consolidated Statements of Comprehensive Income—Years Ended January 31, 2013 and
+2012 
+34 
+Consolidated Statements of Changes in Shareholders’ Equity—Years Ended January 
+31, 2013 and 2012 
+35 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2013 and 2012 
+36 
+Notes to Consolidated Financial Statements 
+37-54 
+(a)(2) Financial Statement Schedule: 
+Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 
+31, 2013 and 2012 
+55 
+27 
+Table of Contents 
+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. 
+(a)(3) Exhibits: 
+Exhibit 
+Number 
+(2.1) 
+Asset Purchase Agreement dated January 5, 2013 by and among Astro-Med, Inc. (the “Company”), Grass Technologies Corporation (“Grass”) and Natus Medical
+Incorporated (“Natus”), as amended by First Amendment to Asset Purchase Agreement dated as of January 31, 2013, by and among the Company, Grass and Natus (filed as Exhibit No. 2.1 to the Company’s report on Form 8-K dated February 4,
+2013 and by this reference incorporated herein). 
+(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 as amended to date (filed as Exhibit No. 3B to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2008 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. 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.* 
+(10.2) 
+Astro-Med, Inc. Non-Employee Director Stock Plan filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-24123, and incorporated by reference
+herein.* 
+(10.3) 
+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.* 
+(10.4) 
+Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and
+incorporated by reference herein.* 
+(10.5) 
+Astro-Med, Inc. 2007 Equity Incentive Plan as filed as Appendix A to the Definitive Proxy Statement filed on Schedule 14A for the 2007 annual shareholders meeting and
+incorporated by reference herein.* 
+(10.6) 
+Astro-Med, Inc. Management Bonus Plan (Group III) filed on Form 8-K on March 19, 2010 and by this reference incorporated herein.* 
+(10.7) 
+Astro-Med, Inc. Management Bonus Plan—Vice President International Branches filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended
+January 31, 2009 and by this reference incorporated herein.* 
+(10.8) 
+Astro-Med, Inc. Non-Employee Directors Compensation Program filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2012 and by
+this reference incorporated herein.* 
+(10.9) 
+Form of Performance-Based Restricted Stock Unit Award Agreement filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended April 28, 2012 and
+by this reference incorporated herein.* 
+(10.10) 
+Transition Services Agreement dated January 5, 2013 by and between the Company and Natus, as amended by First Amendment to Transition Services Agreement dated as of January 31,
+2013, by and between the Company and Natus (filed as Exhibit No. 10.1 to the Company’s report on Form 8-K dated February 4, 2013 and by this reference incorporated herein). 
+28 
+Table of Contents 
+Exhibit 
+Number 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Ernst & Young LLP. 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(101) 
+The following materials from Registrant’s Annual Report on Form 10-K for the year ended January 31, 2013, formatted in XBRL (eXtensible Business Reporting Language):
+(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the
+Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. Filed electronically herein. 
+* 
+Management contract or compensatory plan or arrangement. 
+29 
+Table of Contents 
+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) 
+Date: April 8, 2013 
+By: 
+/ S / E VERETT V.
+P IZZUTI 
+(Everett V. Pizzuti, President and Chief Executive Officer) 
+Each person whose signature appears below constitutes and appoints each of Everett V. Pizzuti or Joseph P.
+O’Connell, or any of them, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resolution, for such person and in his name, place and stead, in any and all capacities in connection with the
+annual report on Form 10-K of Astro-Med, Inc. for the year ended January 31, 2013 to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, the Securities and
+Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
+and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute, may lawfully do or cause to be done by virtue hereof. 
+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 / E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+President, Chief Executive Officer and Director (Principal Executive Officer) 
+April 8, 2013 
+/ S / J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) 
+April 8, 2013 
+/ S / E RIK J.
+M ANCYAK 
+Erik J. Mancyak 
+Vice President and Corporate Controller (Principal Accounting Officer) 
+April 8, 2013 
+/ S / H ERMANN 
+V IETS 
+Hermann Viets 
+Chairman of the Board of Directors and Director 
+April 8, 2013 
+/ S / G RAEME 
+M AC L ETCHIE 
+Graeme MacLetchie 
+Director 
+April 8, 2013 
+/ S / M ITCHELL I.
+Q UAIN 
+Mitchell I. Quain 
+Director 
+April 8, 2013 
+/ S / H AROLD 
+S CHOFIELD 
+Harold Schofield 
+Director 
+April 8, 2013 
+30 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+The Board of Directors and Shareholders of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheets of
+Astro-Med, Inc. (the “Company”) as of January 31, 2013 and 2012 and the related consolidated statements of income, comprehensive income, and changes in shareholders’ equity, and cash flows for each of the two years in the period
+ended January 31, 2013. Our audits also included the financial statement schedule listed in the index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is
+to express an opinion on these financial statements and schedule based on our audit. 
+We conducted our audits in accordance
+with the standards of the Public Company Accounting Oversight Board (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.
+We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in
+the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
+evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our
+audits provide a reasonable basis for our opinion. 
+In our opinion, the consolidated financial statements referred to above
+present fairly, in all material respects, the consolidated financial position of Astro-Med, Inc. as of January 31, 2013 and 2012 and the consolidated results of its operations and its cash flows for each of the two years in the period ended
+January 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly,
+in all material respects, the information set forth therein. 
+/s/ ERNST & YOUNG LLP 
+Providence, Rhode Island 
+April 8, 2013
+31 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31, 2013 and 2012 
+(In Thousands, Except Share Data) 
+2013 
+2012 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+30,999 
+$ 
+11,704 
+Securities Available for Sale 
+8,509 
+11,336 
+Accounts Receivable, net of reserves of $345 in 2013 and $356 in 2012 
+9,376 
+9,339 
+Inventories 
+11,179 
+10,639 
+Deferred Tax Assets 
+1,866 
+2,328 
+Line of Credit Receivable 
+300 
+— 
+Note Receivable 
+250 
+— 
+Restricted Cash 
+1,800 
+— 
+Asset Held for Sale 
+2,016 
+— 
+Prepaid Expenses and Other Current Assets 
+696 
+830 
+Current Assets of Discontinued Operations 
+3,131 
+6,302 
+Total Current Assets 
+70,122 
+52,478 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+1,233 
+1,233 
+Buildings and Improvements 
+9,791 
+13,022 
+Machinery and Equipment 
+22,862 
+23,621 
+33,886 
+37,876 
+Less Accumulated Depreciation 
+(26,098 
+) 
+(26,705 
+) 
+Total Property, Plant and Equipment, net 
+7,788 
+11,171 
+OTHER ASSETS 
+Goodwill 
+795 
+795 
+Note Receivable 
+756 
+970 
+Other 
+96 
+106 
+Deferred Tax Assets 
+356 
+— 
+Non-Current Assets of Discontinued Operations 
+— 
+1,542 
+Total Other Assets 
+2,003 
+3,413 
+TOTAL ASSETS 
+$ 
+79,913 
+$ 
+67,062 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+1,938 
+$ 
+2,282 
+Accrued Compensation 
+3,176 
+3,229 
+Other Accrued Expenses 
+3,164 
+1,807 
+Deferred Revenue 
+271 
+298 
+Income Taxes Payable 
+4,169 
+73 
+Current Liabilities of Discontinued Operations 
+807 
+583 
+Total Current Liabilities 
+13,525 
+8,272 
+Deferred Tax Liabilities 
+111 
+193 
+Other Long Term Liabilities 
+1,289 
+1,233 
+Non-Current Liabilities of Discontinued Operations 
+1,151 
+1,701 
+TOTAL LIABILITIES 
+16,076 
+11,399 
+SHAREHOLDERS’ EQUITY 
+Preferred Stock, $10 Par Value, Authorized 100,000 shares, None Issued 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 9,031,756 shares in 2013 and 8,956,488 shares in
+2012 
+452 
+448 
+Additional Paid-in Capital 
+38,786 
+37,964 
+Retained Earnings 
+36,092 
+27,920 
+Treasury Stock, at Cost, 1,663,214 shares in 2013 and 1,542,276 shares in 2012 
+(11,666 
+) 
+(10,790 
+) 
+Accumulated Other Comprehensive Income 
+173 
+121 
+Total Shareholders’ Equity 
+63,837 
+55,663 
+TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 
+$ 
+79,913 
+$ 
+67,062 
+See Notes to the Consolidated Financial Statements. 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF INCOME 
+For the years ended January 31 
+(In Thousands, Except Per Share Data) 
+2013 
+2012 
+Net Sales 
+$ 
+61,224 
+$ 
+60,724 
+Cost of Sales 
+37,496 
+38,653 
+Gross Profit 
+23,728 
+22,071 
+Costs and Expenses: 
+Selling and Marketing 
+12,412 
+12,777 
+Research and Development 
+3,816 
+4,323 
+General and Administrative 
+4,574 
+3,962 
+Operating Expenses 
+20,802 
+21,062 
+Loss on Sale of Asheboro Operations 
+— 
+(681 
+) 
+Operating Income 
+2,926 
+328 
+Other Income (Expense): 
+Investment Income 
+55 
+82 
+Other, Net 
+(96 
+) 
+234 
+(41 
+) 
+316 
+Income from Continuing Operations before Income Taxes 
+2,885 
+644 
+Income Tax Provision (Benefit) for Continuing Operations 
+847 
+(97 
+) 
+Income from Continuing Operations 
+2,038 
+741 
+Income from Discontinued Operations, net of taxes of $5,351 in 2013 and $1,198 in 2012 
+8,729 
+2,391 
+Net Income 
+$ 
+10,767 
+$ 
+3,132 
+Net Income per Common Share—Basic: 
+From Continuing Operations 
+$ 
+0.28 
+$ 
+0.10 
+From Discontinued Operations 
+1.18 
+0.33 
+Net Income Per Common Share—Basic 
+$ 
+1.46 
+$ 
+0.43 
+Net Income per Common Share—Diluted: 
+From Continuing Operations 
+$ 
+0.27 
+$ 
+0.10 
+From Discontinued Operations 
+1.17 
+0.32 
+Net Income Per Common Share—Diluted 
+$ 
+1.44 
+$ 
+0.42 
+Weighted Average Number of Common Shares Outstanding—Basic 
+7,396 
+7,325 
+Dilutive effect of options outstanding 
+87 
+104 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+7,483 
+7,429 
+Dividends Declared Per Common Share 
+$ 
+0.35 
+$ 
+0.28 
+See Notes to the Consolidated Financial Statements. 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
+For the years ended January 31 
+(In Thousands) 
+2013 
+2012 
+Net Income 
+$10,767 
+$3,132 
+Other Comprehensive Loss, net of taxes and reclassification adjustments: 
+Foreign currency translation adjustments 
+60 
+(152 
+) 
+Unrealized gain on securities available for sale 
+(8 
+) 
+6 
+Other comprehensive loss 
+52 
+(146 
+) 
+Comprehensive Income 
+$ 
+10,819 
+$ 
+2,986 
+See Notes to the Consolidated Financial Statements. 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 
+For the years ended January 31 
+(In Thousands) 
+2013 
+2012 
+Common Stock: 
+Balance at beginning of year 
+$ 
+448 
+$ 
+433 
+Par value from the exercise of employee stock options 
+2 
+1 
+Employee option exercise and buyback 
+2 
+14 
+Balance at end of year 
+$ 
+452 
+$ 
+448 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+$ 
+37,964 
+$ 
+36,586 
+Proceeds from the exercise of employee stock options 
+233 
+79 
+Share-based compensation 
+480 
+208 
+Tax benefit (expense) of employee stock options 
+(68 
+) 
+306 
+Contribution of treasury shares to employee stock options plan 
+29 
+10 
+Employee option exercise and buyback 
+148 
+775 
+Balance at end of year 
+$ 
+38,786 
+$ 
+37,964 
+Retained Earnings: 
+Balance at beginning of year 
+$ 
+27,920 
+$ 
+26,843 
+Net income 
+10,767 
+3,132 
+Dividends paid 
+(2,595 
+) 
+(2,055 
+) 
+Balance at end of year 
+$ 
+36,092 
+$ 
+27,920 
+Treasury Stock: 
+Balance at beginning of year 
+$ 
+(10,790 
+) 
+$ 
+(9,840 
+) 
+Shares issued to employee stock ownership plan 
+70 
+88 
+Purchase of treasury stock 
+(770 
+) 
+— 
+Purchase of common stock from related parties 
+(176 
+) 
+(1,038 
+) 
+Balance at end of year 
+$ 
+(11,666 
+) 
+$ 
+(10,790 
+) 
+Accumulated Other Comprehensive Income: 
+Balance at beginning of year 
+$ 
+121 
+$ 
+267 
+Other comprehensive loss 
+52 
+(146 
+) 
+Balance at end of year 
+173 
+121 
+Total Shareholders’ Equity 
+$ 
+63,837 
+$ 
+55,663 
+See Notes to the Consolidated Financial Statements. 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+For the years ended January 31 
+(In Thousands) 
+2013 
+2012 
+Cash Flows from Operating Activities: 
+Net Income 
+$ 
+10,767 
+$ 
+3,132 
+Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: 
+Gain on Disposal of Discontinued Operations 
+(10,162 
+) 
+— 
+Depreciation and Amortization 
+1,331 
+1,576 
+Employee Stock Ownership Plan Contribution 
+— 
+100 
+Share-Based Compensation 
+480 
+208 
+Deferred Income Tax Benefit 
+(548 
+) 
+(208 
+) 
+Excess Tax Benefit From Share-Based Compensation 
+— 
+(306 
+) 
+Loss on Sale of Asheboro Operations 
+— 
+618 
+Changes in Assets and Liabilities, Net of Impact of Divestiture: 
+Accounts Receivable 
+(1,256 
+) 
+(689 
+) 
+Inventories 
+(240 
+) 
+(5 
+) 
+Accounts Payable and Accrued Expenses 
+(763 
+) 
+679 
+Income Taxes Payable 
+4,307 
+562 
+Other 
+(53 
+) 
+(195 
+) 
+Net Cash Provided by Operating Activities 
+3,863 
+5,472 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+17,640 
+10,155 
+Purchases of Securities Available for Sale 
+(14,825 
+) 
+(8,571 
+) 
+Proceeds on the Sale of Grass 
+16,800 
+— 
+Line of Credit Issuance 
+(300 
+) 
+— 
+Additions to Property, Plant and Equipment 
+(849 
+) 
+(1,154 
+) 
+Net Cash Provided by Investing Activities 
+18,466 
+430 
+Cash Flows from Financing Activities: 
+Proceeds (Contributions) from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans, Net of Payment
+of Minimum Tax Withholdings 
+232 
+(169 
+) 
+Purchases of Treasury Stock 
+(770 
+) 
+— 
+Shares issued to ESOP 
+99 
+— 
+Excess Tax (Expense) Benefit from Share-Based Compensation 
+— 
+306 
+Dividends Paid 
+(2,595 
+) 
+(2,055 
+) 
+Net Cash Used in Financing Activities 
+(3,034 
+) 
+(1,918 
+) 
+Net Increase in Cash and Cash Equivalents 
+19,295 
+3,984 
+Cash and Cash Equivalents, Beginning of Year 
+11,704 
+7,720 
+Cash and Cash Equivalents, End of Year 
+$ 
+30,999 
+$ 
+11,704 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Income Taxes, Net of Refunds 
+$ 
+2,461 
+$ 
+740 
+See Notes to the Consolidated Financial Statements. 
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2013 and
+2012 
+Note 1—Summary of Significant Accounting Policies 
+Basis of Presentation : The accompanying financial data has been prepared by
+us pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and is in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Our fiscal year end is January 31. Unless otherwise
+stated, all years and dates refer to our fiscal year. 
+On January 31, 2013, we completed the sale of substantially all of
+the assets of our Grass Technologies Product Group. Consequently, we have classified the results of operations of the Grass Technologies Product Group as discontinued operations for all periods presented. Refer to Note 17, “Discontinued
+Operations,” for further discussion. 
+Principles of Consolidation: The consolidated financial statements include the
+accounts of Astro-Med, Inc. and its subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. 
+Reclassification: Certain amounts in prior year’s
+financial statements have been reclassified to conform to the current year’s presentation. 
+Use of Estimates: The presentation of financial statements in conformity with U.S. GAAP
+requires management to make estimates and assumptions that affect these financial statements and accompanying notes. Some of the more significant estimates relate to the allowances for doubtful accounts and credits, inventory valuation, impairment
+of long-lived assets and goodwill, income taxes, share-based compensation 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. 
+Cash and Cash Equivalents: Highly liquid investments with an original
+maturity of 90 days or less are considered to be cash equivalents. Similar investments with original maturities beyond three months are classified as securities available for sale. Cash of $1,157,000 and $1,929,000 was held in foreign bank accounts
+at January 31, 2013 and 2012, respectively. 
+Securities Available for Sale: Securities
+available for sale are carried at fair value based on quoted market prices, where available. The difference between cost and fair value, net of related tax effects, is recorded as a component of accumulated other comprehensive income in
+shareholders’ equity. 
+Property, Plant and Equipment: Property, plant and equipment are
+stated at cost less accumulated depreciation. 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). Depreciation expense was $1,331,000 for fiscal 2013 and $1,576,000 for 2012. 
+Revenue Recognition: Astro-Med’s product sales are recognized when all of
+the following criteria have been met: persuasive evidence of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legal title and risk of loss have passed to the customer; and collectability is reasonably
+assured. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not
+recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales while related shipping and handling
+costs are included in cost of sales. 
+The majority of our equipment contains embedded operating systems and data management
+software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole 
+37 
+Table of Contents 
+as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Therefore, the Company’s hardware appliances are
+considered non-software elements and are not subject to the industry-specific software revenue recognition guidance. 
+Our
+multiple-element arrangements are generally comprised of a combination of equipment, software, installation and/or training services. Hardware and software elements are typically delivered at the same time and revenue is recognized when all the
+revenue recognition criteria for each unit are met. Delivery of installation and training services will vary based on certain factors such as the complexity of the equipment, staffing availability in a geographic location and customer preferences,
+and can range from a few days to a few months. Service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. 
+We have evaluated the deliverables in our multiple-element arrangements and concluded that they are separate units of accounting if the delivered item or items have value to the customer on a standalone
+basis and delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the
+selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on VSOE if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”)
+if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element have been met. 
+Infrequently, Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received
+prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue. NRE
+fees have not been significant in the periods presented herein. 
+Infrequently, Astro-Med receives requests from customers to
+hold product purchased from us for the customer’s convenience. Revenue is recognized for such bill and hold arrangements in accordance with the requirements of SAB No. 104 which requires, among other things, the existence of a valid
+business purpose for the arrangement; the transfer of ownership of the purchased product; a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the readiness of the product for shipment; the use of customary
+payment terms; no continuing performance obligation by us and segregation of the product from our inventories. 
+Research and Development Costs: The Company complies with
+the guidance provided in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) FASB 730, “Research and Development” by charging any costs to expense when incurred, as
+well as by disclosing in the financial statements the amount of Research & Development charged to expense. These charges include: salaries and benefits, external engineering service costs, engineering related information costs and supplies. The
+Company also complies with ASC 985-20, “Costs of Computer Software to be Sold, Leased or Marketed” and ASC 350-40, “Internal-Use Software” in accounting for the costs of software either developed or acquired. 
+Foreign Currency: The financial statements of
+foreign subsidiaries are measured using the local currency as the functional currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars at year-end exchange rates with the translation adjustment recorded as a
+component of accumulated comprehensive income in shareholders’ equity. Revenues and costs are translated at average exchange rates during the year. We do not provide for U.S. income taxes on foreign currency translation adjustments associated
+with our German subsidiary since its undistributed earnings are considered to be permanently invested. Our net foreign exchange losses were $158,000 and $27,000 for fiscal 2013 and 2012, respectively. 
+Advertising: Astro-Med expenses advertising costs as incurred. Advertising costs
+including advertising production, trade shows and other activities are designed to enhance demand for our products and amounted to approximately $750,000 and $970,000 in fiscal 2013 and 2012, respectively. 
+38 
+Table of Contents 
+Health Insurance Reimbursement Reserve: Astro-Med
+reimburses a portion of employee health insurance deductibles and co-payments. The total reimbursement amounted to approximately $313,000 and $487,000 in 2013 and 2012, respectively. We accrued approximately $100,000 and $150,000 at January 31,
+2013 and 2012, respectively, for estimated outstanding reimbursements due to employees, including a reserve for incurred but not reported amounts. 
+Long-Lived Assets: Long-lived assets to be held and
+used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable in accordance with the guidance provided in ASC 360, “Property, Plant and Equipment.”
+Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and
+use is based on the fair value of the asset. 
+In 2013, we recognized an impairment of $779,000 related to the Grass
+Technologies Product Group‘s manufacturing facilities located in Rockland, Massachusetts. This impairment was included as part of the Income from Discontinued Operations in the accompanying consolidated statement of income for the period ended
+January 31, 2013. Refer to Note 17, “Discontinued Operations,” for further discussion. 
+Goodwill: Management evaluates the recoverability of goodwill
+annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. During the
+fourth quarter of fiscal 2012, we adopted new accounting guidance which simplifies goodwill impairment testing. Under the new guidance, goodwill is first qualitatively assessed to determine whether further impairment testing is necessary. Factors
+that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and strategy and changes in the composition or
+carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two step process is then performed. Step one compares the fair value
+of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required to determine if there is an impairment of the goodwill. Step two compares the implied fair
+value of the reporting unit goodwill to the carrying amount of the goodwill. We estimate the fair value of our reporting units using the income approach based upon a discounted cash flow model. We believe that this approach is appropriate because it
+provides a fair value estimate based upon the reporting unit’s expected long–term operating cash flow performance. In addition, the Company uses the market approach, which compares the reporting unit to publicly-traded companies and
+transactions involving similar business, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and estimates including future revenue, expenses, capital expenditures, and working capital,
+as well as discount factors and income tax rates. 
+We performed a qualitative assessment for our 2013 analysis of goodwill.
+Based on this assessment, management does not believe that it is more likely than not that the carrying value of the reporting units exceed their fair values. Accordingly, no further testing was performed as management believes that there are no
+impairment issues in regards to goodwill at this time. 
+Income Taxes: Astro-Med uses the liability method of accounting for income taxes. Under
+this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and tax basis of the assets and liabilities and are measured using enacted tax rates that will be in effect when the
+differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. At January 31, 2013 and 2012, a valuation
+allowance was provided for deferred tax assets attributable to certain state R&D credit carryforwards. 
+Astro-Med accounts
+for uncertain tax positions in accordance with the guidance provided in ASC 740, “Accounting for Income Taxes.” This guidance describes a recognition threshold and measurement attribute for
+39 
+Table of Contents 
+the financial statement disclosure of tax positions taken or expected to be taken in a tax return and requires recognition of tax benefits that satisfy a more-likely-than-not threshold. ASC 740
+also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. 
+Net Income Per Common Share: Net income per common share has been computed and
+presented in accordance with the guidance provided in ASC 260, “Earnings per Share.” Basic net income per share is based on the weighted average number of shares outstanding during the period. Diluted net income per share is based on the
+basic weighted average number of shares and potential common equivalent shares for stock options, restricted stock awards and restricted stock units outstanding during the period using the treasury stock method. In fiscal years 2013 and 2012, there
+were 583,512 and 664,690 common equivalent shares that were not included in the computation of diluted net income per common share because their inclusion would be anti-dilutive. 
+Allowance for Doubtful
+Accounts: In circumstances where we are aware of a customer’s inability to meet its financial obligations, an allowance is established. The majority of accounts are individually evaluated on a regular basis and allowances are
+established to state such receivables at their net realizable value. The remainder of the allowance is based upon historical write-off experience and current market assessments. 
+Fair Value of Financial Instruments: Our financial instruments
+consist of cash and cash equivalents, investment securities, accounts receivable, a note receivable, a line of credit receivable and accounts payable. The carrying amount reflected in the consolidated balance sheets for cash and cash equivalents,
+accounts receivable and accounts payable approximates fair value due to the short-term nature of these items. Investment securities, all of which are available for sale, are carried in the consolidated balance sheets at fair value based on quoted
+market prices, when available. The note receivable is carried in the consolidated balance sheets at fair value based on the present value of the discounted cash flows over the life of the note. 
+Comprehensive Income: In accordance with the guidance provided in ASC
+220, “Comprehensive Income,” we report the change in net assets during the period from non-owner sources by major components and as a single total in the Consolidated Statements of Comprehensive Income. Accumulated other comprehensive
+income at January 31, 2013 consists of net unrealized gains on available for sale securities of $7,000 and net translation gains on foreign operations of $166,000. 
+Share-Based Compensation : We account for share
+based awards granted to employees and directors using the FASB guidance included in ASC 718, “Stock Compensation.” Effective as of February 1, 2006, we adopted the “modified prospective” transition method provided in ASC
+718. Under this method, share-based compensation is recognized in the consolidated statement of operation for share-based payment awards granted prior to, but not yet vested as of February 1, 2006, based on the grant date fair value estimated
+in accordance with prior authoritative guidance and for share-based payment awards granted subsequent to February 1, 2006, based on the grant date fair value estimated in accordance with the provisions of ASC 718. 
+In accordance with ASC 718, share-based compensation expense is based on the estimated fair value of the share-based award when granted to
+an employee or director. We have estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number of complex and subjective assumptions including
+our stock price volatility, employee exercise patterns (expected life of the options), the risk-free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our
+common stock over a period equivalent to the weighted average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future
+volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and
+has assessed the expected risk tolerance of different option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend
+assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requested service. Our accounting for share-based
+40 
+Table of Contents 
+compensation for restricted stock awards (“RSAs”) and restricted stock units (“RSU”) is also based on the fair value method. The fair value of the RSUs and RSAs is based on
+the closing market price of the Company’s common stock on the grant date of the RSU or RSA. 
+The cash flow from the tax
+benefits that are a result of tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) are classified as a cash inflow from financing activities and a cash outflow from operating activity in accordance
+with the guidance provided by ASC 718. Tax deductions from certain stock option exercises are treated as being realized when they reduce taxes payable in accordance with relevant tax law. 
+Recent Accounting Pronouncements: 
+Comprehensive Income 
+In
+February 2013, the FASB issued Accounting Standard Update (“ASU”) 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires entities to provide information about the amounts
+reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of
+accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that
+are not required under U.S. GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail on these amounts. ASU 2013-02 is effective
+prospectively for reporting periods beginning after December 15, 2012. We will adopt this guidance in our first quarter ending May 4, 2013. Since ASU 2013-02 only impacts presentation and disclosure requirements, the adoption of this
+guidance will not have a material impact on the Company’s financial position or results of operations. 
+In June 2011, the
+FASB issued ASU 2011-05, “Presentation of Comprehensive Income,” which requires entities to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. ASU
+2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity. While ASU 2011-05 changes the presentation of comprehensive income, it does not change the
+components that are recognized in net income or comprehensive income under current accounting guidance. ASU 2011-05 also requires entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the
+statement in which net income is presented and the statement in which other comprehensive income is presented. In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassification
+of Items Out of Accumulated Other Comprehensive Income in Accounting Standard Update No. 2011-05,” which defers the guidance related to the presentation of reclassification adjustments. ASU 2011-05 is effective for interim and annual
+periods beginning after December 15, 2011, and must be applied retrospectively. We adopted this guidance in the first quarter of fiscal 2013 and have provided the disclosures required for the periods ended January 31, 2013 and 2012, in the
+accompanying Consolidated Statements of Comprehensive Income. 
+Intangibles 
+In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” which allows
+entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU 2012-02 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of the
+indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test. Otherwise, the quantitative impairment test is not
+required. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of the provisions of ASU 2012-02 will not have a material impact on the Company’s
+financial position or results of operations. 
+41 
+Table of Contents 
+Note 2—Divestiture 
+On January 30, 2012, we completed the sale of our label manufacturing operations in Asheboro, North Carolina to
+Label Line Ltd., (the “Buyer”) the original owner of the Asheboro operations. The Asheboro operations were part of the QuickLabel System business segment. The net sales price of $1,000,000 was received in the form of a promissory note in
+consideration for the inventory and equipment of the Asheboro operations. The promissory note issued by the Buyer is fully secured by a first lien on various collateral of the Buyer, including the Asheboro plant and plant assets. The note bears
+interest at a rate equal to the lesser of the United States prime rate as of January 30, 2013 plus 50 basis points or six percent per annum and is payable in sixteen quarterly installments of principal and interest commencing on
+January 30, 2013. The Note Receivable is disclosed at its present value on the accompanying consolidated balance sheet. 
+The divestiture resulted in a net book loss of $681,000, which is included in Operating Income in the accompanying consolidated statements
+of income for the year ended January 31, 2012 and includes $64,000 related to closing costs and $265,000 related to the write-off of intangibles. As we have expanded our label manufacturing operations in Canada, Germany and West Warwick, Rhode
+Island, the sale of the Asheboro operations did not impact our continued involvement in label manufacturing within the QuickLabel segment. 
+The terms of the sale also include an agreement for Astro-Med to provide the Buyer with additional financing in form of a revolving line of credit in the amount of $600,000, which is fully secured by
+first lien on various collateral of the Buyer, including the Asheboro plant and plant assets. This line of credit bears interest at a rate equal to the United States prime rate plus an additional margin of two percent of the outstanding credit
+balance and has an initial term of one-year from the date of the sale which may be extended for consecutive one-year terms on mutual agreement of the parties. As of January 31, 2013, Astro-Med has extended $300,000 on this revolving line of
+credit. On March 27, 2013, Astro-Med signed an agreement to extend this line of credit through January 30, 2014. The terms of the sale also included a three-year purchase commitment for the Company to purchase $3,250,000 of inventory from the
+Buyer. The disposal did not qualify as a discontinued operation due to our continuing involvement with the Asheboro operation. 
+Note 3—Securities Available for Sale 
+Pursuant to our investment policy, securities available for sale include state and municipal securities with various
+contractual or anticipated maturity dates ranging from one month to three years. These securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income in shareholders’
+equity until realized. Realized gains and losses from the sale of available for sale securities, if any, are determined on a specific identification basis. A decline in the fair value of any available for sale security below cost that is determined
+to be other than temporary will result in a write-down of its carrying amount to fair value. No such impairment charges were recorded for any period presented. All short-term investment securities have original maturities greater than 90 days.
+The fair value, amortized cost and gross unrealized gains and losses of the securities are as follows: 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+(In thousands) 
+January 31, 2013 
+State and Municipal Obligations 
+$ 
+8,499 
+$ 
+10 
+$ 
+— 
+$ 
+8,509 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2012 
+State and Municipal Obligations 
+$ 
+11,313 
+$ 
+23 
+$ 
+— 
+$ 
+11,336 
+42 
+Table of Contents 
+The contractual maturity dates of these securities are as follows: 
+January 31, 
+2013 
+2012 
+(In thousands) 
+Less than one year 
+$ 
+5,986 
+$ 
+8,494 
+One to three years 
+2,523 
+2,842 
+$ 
+8,509 
+$ 
+11,336 
+Actual maturities are expected to differ from contractual dates as a result of sales or earlier issuer redemptions.
+Note 4—Inventories 
+Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and
+manufacturing overhead. The components of inventories are as follows: 
+January 31, 
+2013 
+2012 
+(In thousands) 
+Materials and Supplies 
+$ 
+6,654 
+$ 
+7,147 
+Work-in-Progress 
+591 
+1,024 
+Finished Goods 
+3,934 
+2,468 
+$ 
+11,179 
+$ 
+10,639 
+Included within finished goods inventory is $812,000 and $953,000 of demonstration equipment at January 31, 2013
+and 2012, respectively. 
+Note 5—Accrued Expenses 
+Accrued expenses consisted of the following: 
+January 31, 
+2013 
+2012 
+(In thousands) 
+Reserve for cash in escrow 
+$ 
+1,800 
+$ 
+— 
+Warranty 
+350 
+343 
+Professional fees 
+174 
+246 
+Health insurance reimbursement reserve 
+100 
+150 
+Dealer commissions 
+91 
+149 
+R&D outsourcing 
+— 
+167 
+Other 
+649 
+752 
+$ 
+3,164 
+$ 
+1,807 
+Note 6—Line of Credit 
+The Company has a $5,000,000 revolving bank line of credit with Wells Fargo Bank. Borrowings under this line of credit
+bear interest at either a fluctuating 75 basis points below the base rate, as defined in the agreement, or at a fixed rate 150 basis points above LIBOR. At January 31, 2013, there were no borrowings against this line and the entire line is
+currently available. 
+43 
+Table of Contents 
+Note 7—Shareholders’ Equity 
+The number of shares of common stock is summarized below: 
+2013 
+2012 
+Balance at beginning of year 
+8,956,488 
+8,660,270 
+Exercise of employee stock options 
+66,313 
+289,417 
+Shares issued to employee stock purchase plan 
+5,976 
+6,801 
+Share-based compensation 
+2,979 
+— 
+Balance at end of year 
+9,031,756 
+8,956,488 
+Common Stock : The Company purchased 110,000 shares of its common stock for $770,000 in fiscal 2013. During fiscal
+2012 the Company did not repurchase any shares of its common stock. As of January 31, 2013, the Company’s Board of Directors has authorized the purchase of up to an additional 390,000 shares Company’s common stock on the open market
+or in privately negotiated transactions. 
+During fiscal 2013 and 2012, certain of the Company’s employees delivered a
+total of 20,938 and 139,895 shares respectively, of the Company’s common stock to satisfy the exercise price for stock options exercised and related taxes. The shares delivered were valued at a total of $176,000 and $1,038,000 respectively and
+are included with the treasury stock in the accompanying consolidated balance sheet at January 31, 2013 and 2012. These transactions did not impact the number of shares authorized for repurchase under the Company’s current repurchase
+program. 
+Astro-Med maintains the following benefit plans involving its common stock: 
+Stock Plans: As of January 31, 2013, Astro-Med has one equity incentive plan (the “Plan”) under which incentive
+stock options, non-qualified stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and other equity-based awards may be granted to directors, officers and certain employees. Options granted to employees
+vest over four years. An aggregate of 1,000,000 shares were authorized for awards under the Plan. The exercise price of each stock option will be established at the discretion of the Compensation Committee; however, any incentive stock options
+granted under the Plan must be at an exercise price of not less than fair market value at the date of grant. Beginning in fiscal 2013, a portion of the Company’s long-term incentive compensation was awarded in the form of RSUs. The RSUs vest
+fifty-percent on the first anniversary of the grant date and fifty-percent on the second anniversary of the grant date provided that the grantee is employed on each vesting date by Astro-Med or an affiliate company and provided the Company achieves
+specific thresholds of net sales and annual operating income as established under the Management Bonus Domestic Plan for the fiscal year ended January 31, 2013. At January 31, 2013, 467,594 shares were available for grant under the Plan.
+On September 6, 2012, Astro-Med, Inc. announced the appointment of Gregory A. Woods, as Executive Vice President and
+Chief Operating Officer. Upon this appointment, Mr. Woods was granted 50,000 shares of restricted stock and options to purchase 50,000 shares of the Company’s common stock, both of which vest in four equal, annual installments commencing
+on the first anniversary of his appointment. Mr. Woods will be eligible to participate in the incentive compensation and bonus plans applicable to executive officers of the Company. 
+The Plan provides for an automatic annual grant of ten-year options to purchase 5,000 shares of stock to each non-employee director upon
+the adjournment of each shareholders’ meeting. Each such option is exercisable at the fair market value as of the grant date and vests immediately prior to the next succeeding shareholders’ meeting. During fiscal 2013 and 2012, 20,000
+options were awarded each year to non-employee directors pursuant to the Plan. In addition to the automatic option grant under Plan, the Company adopted a Non-Employee Director Annual Compensation Program (the “Program”) effective as of
+February 1, 2012. The Program provides that each non-employee director is entitled to an annual cash retainer of $7,000 (the “Cash Retainer”), plus $500 for each Board and committee meeting attended, provided that if more than one
+meeting occurs on the same day, no more than $500 shall be paid for such day. The non-employee director may elect for any fiscal year to receive all or a portion of the Cash Retainer in the form of common stock of the Company, which will be issued
+under 
+44 
+Table of Contents 
+the Plan. If a non-employee director elects to receive all or a portion of the Cash Retainer in the form of common stock, such shares shall be issued in four quarterly installments on the first
+day of each fiscal quarter, and the number of shares of common stock to be issued shall be based on the fair market value of such common stock on the date such installment is payable. The common stock received in lieu of such Cash Retainer will be
+fully vested. However, a non-employee director who receives common stock in lieu of all or a portion of the Cash Retainer may not sell, transfer, assign, pledge or otherwise encumber the common stock prior to the first anniversary of the date on
+which such shares were issuable. In the event of the death or disability of a nonemployee director, or a change in control of the Company, any shares of common stock issued in lieu of such Cash Retainer, shall no longer be subject to such
+restrictions on transfer. 
+In addition, under the Program, commencing with the 2012 annual meeting, each non-employee director
+received RSAs with a value equal to $20,000 (the “Equity Retainer”). If a non-employee director is first appointed or elected to the Board of Directors effective on a date other than at the annual shareholders meeting, on the date of such
+appointment or election, the director shall receive a pro rata award of restricted common stock having a value based on the number of days remaining until the next annual meeting. The Equity Retainer will vest on the earlier of 12 months after the
+grant date or the date immediately prior to the next annual meeting of the shareholders following the meeting at which such RSAs were granted. However, a non-employee director may not sell, transfer, assign, pledge or otherwise encumber the vested
+common stock prior to the second anniversary of the vesting date. In the event of the death or disability of a non-employee director, or a change in control of the Company, the RSAs shall immediately vest and shall no longer be subject to such
+restrictions on transfer. 
+Stock Options: 
+Aggregated information regarding stock options granted under the Plan is summarized below: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2012 
+888,097 
+$ 
+2.40-11.90 
+$ 
+8.27 
+Options Granted 
+144,000 
+$ 
+7.91-8.35 
+$ 
+8.09 
+Options Exercised 
+(66,313 
+) 
+$ 
+2.40-8.95 
+$ 
+5.15 
+Options Expired 
+(49,172 
+) 
+$ 
+2.69-11.90 
+$ 
+8.39 
+Options Outstanding, January 31, 2013 
+916,612 
+$ 
+2.40-11.90 
+$ 
+8.46 
+Options Exercisable, January 31, 2013 
+711,112 
+$ 
+2.40-11.90 
+$ 
+8.64 
+Set forth below is a summary of options outstanding at January 31, 2013: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$2.40-5.78 
+18,439 
+$ 
+5.15 
+3.8 
+18,439 
+$ 
+5.15 
+$6.22-9.59 
+756,073 
+$ 
+7.97 
+4.5 
+550,573 
+$ 
+8.01 
+$9.81-11.90 
+142,100 
+$ 
+11.54 
+3.9 
+142,100 
+$ 
+11.54 
+916,612 
+711,112 
+The fair value of each stock option granted was estimated on the grant date using the Black-Scholes option-pricing model
+with the following weighted average assumptions: 
+Years Ended January 31, 
+2013 
+2012 
+Risk-free interest rate 
+0.62%-1.20% 
+0.94%-2.00% 
+Expected life (years) 
+5 
+5 
+Expected volatility 
+38.74%-39.46% 
+39.07%-39.43% 
+Expected dividend yield 
+3.41-3.46% 
+3.50%-3.89% 
+45 
+Table of Contents 
+The weighted average fair value of options granted during fiscal 2013 and 2012 was $2.02. As
+of January 31, 2013, there was $287,000 of unrecognized compensation expense related to the unvested stock options granted under the plans. The expense is to be recognized over a weighted average of two years. 
+As of January 31, 2013, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company’s
+common stock on January 31, 2013, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $1,188,000 for all exercisable options and $1,624,000 for all options
+outstanding. The weighted average remaining contractual terms for these options are 3.2 years for options that are exercisable and 4.4 years for all options outstanding. The total aggregate intrinsic value of options exercised during fiscal 2013 and
+2012 was $241,000 and $1,320,000, respectively. 
+Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs) 
+Aggregated information regarding RSUs and RSAs granted under the Plan is summarized below: 
+RSAs & RSUs 
+Weighted Average 
+Grant Date Fair Value 
+Outstanding at January 31, 2012 
+— 
+$ 
+— 
+Granted 
+96,900 
+8.10 
+Exercised 
+— 
+— 
+Expired or canceled 
+— 
+— 
+Outstanding at January 31, 2013 
+96,900 
+$ 
+8.10 
+As of January 31, 2013, there was $492,000 of unrecognized compensation expense related to unvested RSUs and RSAs.
+Share-based compensation expense has been recognized as follows: 
+Years Ended January 31, 
+2013 
+2012 
+(In thousands) 
+Stock Options 
+$ 
+163 
+$ 
+208 
+Restricted Stock Awards and Restricted Stock Units 
+317 
+— 
+Total 
+$ 
+480 
+$ 
+208 
+Employee Stock Purchase Plan (ESPP): Astro-Med’s ESPP allows eligible employees to purchase shares of
+common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows: 
+Years Ended January 31, 
+2013 
+2012 
+Shares reserved, beginning 
+70,207 
+77,008 
+Shares purchased 
+(5,976 
+) 
+(6,801 
+) 
+Shares reserved, ending 
+64,231 
+70,207 
+Employee Stock Ownership Plan: Astro-Med has an Employee Stock Ownership Plan (ESOP) providing retirement
+benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’s Trustees in shares of common stock of Astro-Med. Contributions may be in cash or stock.
+Astro-Med’s contributions (paid or accrued) amounted to $100,000 in both fiscal 2013 and 2012 and were recorded as compensation expense. All shares owned by the ESOP have been allocated to participants. 
+46 
+Table of Contents 
+Note 8—Income Taxes 
+The components of income from continuing operations before income taxes are as follows: 
+Years Ended 
+January 31, 
+2013 
+2012 
+(In thousands) 
+Domestic 
+$ 
+1,850 
+$ 
+(1,103 
+) 
+Foreign 
+1,035 
+1,747 
+$ 
+2,885 
+$ 
+644 
+The components of the provision (benefit) for income taxes from continuing operations are as follows: 
+Years Ended 
+January 31, 
+2013 
+2012 
+(In thousands) 
+Current: 
+Federal 
+$ 
+425 
+$ 
+(371 
+) 
+State 
+(237 
+) 
+11 
+Foreign 
+366 
+516 
+554 
+156 
+Deferred: 
+Federal 
+253 
+(248 
+) 
+State 
+38 
+(28 
+) 
+Foreign 
+2 
+23 
+293 
+(253 
+) 
+$ 
+847 
+$ 
+(97 
+) 
+The provision (benefit) for income taxes from continuing operations differs from the amount computed by applying the
+statutory federal income tax rate of 35% in fiscal 2013 and 34% in fiscal 2012 to income before income taxes due to the following: 
+Years Ended 
+January 31, 
+2013 
+2012 
+(In thousands) 
+Income tax provision at statutory rate 
+$ 
+1,010 
+$ 
+219 
+State taxes, net of federal tax effect 
+114 
+(12 
+) 
+Officers life insurance 
+4 
+(93 
+) 
+Change in valuation allowance 
+(49 
+) 
+35 
+Change in reserves related to ASC 740 liability 
+(197 
+) 
+61 
+Meals and entertainment 
+55 
+40 
+Domestic product deduction 
+(60 
+) 
+— 
+Share-based compensation 
+26 
+54 
+Tax-exempt income 
+(16 
+) 
+(27 
+) 
+Prior year tax filing true up adjustment 
+90 
+(157 
+) 
+R&D credits 
+(106 
+) 
+(175 
+) 
+Foreign rate differential 
+(22 
+) 
+(39 
+) 
+Other, net 
+(2 
+) 
+(3 
+) 
+$ 
+847 
+$ 
+(97 
+) 
+47 
+Table of Contents 
+The components of deferred income tax expense arise from various temporary differences and
+relate to items included in the statement of income. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities are as follows: 
+January 31, 
+2013 
+2012 
+(In thousands) 
+Deferred Tax Assets: 
+Inventory 
+$ 
+1,258 
+$ 
+1,515 
+Stock-Based Compensation 
+403 
+380 
+R&D Credits 
+231 
+280 
+Vacation Accrual 
+349 
+355 
+ASC 740 Liability Federal Benefit 
+361 
+336 
+Deferred Service Contract Revenue 
+106 
+126 
+Warranty Reserve 
+135 
+132 
+Reserve for Doubtful Accounts 
+117 
+150 
+Other 
+166 
+336 
+3,126 
+3,610 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+532 
+907 
+Currency Translation Adjustment 
+189 
+155 
+Lease Amortization 
+— 
+70 
+Other 
+63 
+63 
+784 
+1,195 
+Subtotal 
+2,342 
+2,415 
+Valuation Allowance 
+(231 
+) 
+(280 
+) 
+Net Deferred Tax Assets 
+$ 
+2,111 
+$ 
+2,135 
+At January 31, 2013, we have state net operating loss carryforwards of $131,000, which can be used to offset future
+tax liabilities and expire at various dates beginning in fiscal 2024. At January 31, 2013 we have state research and development credit carryforwards of approximately $349,000, which can be used to offset future tax liabilities and expire at
+various dates beginning in fiscal 2013. 
+The valuation allowance at January 31, 2013 relates to certain state research and
+development tax credit carryforwards which are expected to expire unused. The change in the valuation allowance is a decrease of approximately $49,000 and represents a reduction in the reserve due to the expiration of research and development
+credits expiring during the current year net of federal benefit. 
+The Company reasonably believes that it is possible that some
+unrecognized tax benefits, accrued interest and penalties could decrease income tax expense in the next year due to either the review of previously filed tax returns or the expiration of certain statutes of limitation. A reconciliation of
+unrecognized tax benefits, excluding interest and penalties follows: 
+2013 
+2012 
+(In thousands) 
+Balance at February 1 
+$780 
+$727 
+Increases in prior period tax positions 
+16 
+31 
+Increases in current period tax positions 
+386 
+79 
+Reductions related to lapse of statute of limitations 
+(241 
+) 
+(57 
+) 
+Balance at January 31 
+$ 
+941 
+$ 
+780 
+If the $941,000 is recognized, $580,000 would decrease the effective tax rate in the period in which each of the
+benefits is recognized and the remainder would be offset by a reversal of deferred tax assets. 
+48 
+Table of Contents 
+During fiscal 2013 and 2012 the Company recognized $105,000 of benefit and $33,000 of
+expense, respectively, related to interest and penalties, which are included as a component of income tax expense in the accompanying statement of income. At January 31, 2013 and 2012, the Company had accrued potential interest and penalties of
+$348,000 and $453,000, respectively. 
+The Company and its subsidiaries file income tax returns in U.S. federal jurisdictions,
+various state jurisdictions, and various foreign jurisdictions. The Company is no longer subject to U.S. federal examinations prior to 2009. 
+At January 31, 2013, the Company has indefinitely reinvested $3,143,000 of the cumulative undistributed earnings of its foreign subsidiary in Germany, all of which would be subject to U.S. taxes if
+repatriated to the U.S. Through January 31, 2013, the Company has not provided deferred income taxes on the undistributed earnings of this subsidiary because such earnings are considered to be indefinitely reinvested. Non-U.S. income taxes are,
+however, provided on these undistributed earnings. 
+Note 9—Contractual Obligations 
+The following table summarizes our contractual obligations: 
+Total 
+2014 
+2015 
+2016 
+2017 
+2018 
+and 
+Thereafter 
+(In thousands) 
+Purchase Commitments* 
+$ 
+9,420 
+$ 
+8,173 
+$ 
+1,247 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Operating Lease Obligations 
+$ 
+887 
+$ 
+372 
+$ 
+273 
+$ 
+138 
+104 
+— 
+$ 
+10,307 
+$ 
+8,545 
+$ 
+1,520 
+$ 
+138 
+$ 
+104 
+$ 
+— 
+* 
+Purchase commitments consists primarily of inventory and equipment purchase orders made in the ordinary course of business, including the purchase commitment agreement
+entered into with Buyer of the Asheboro operations as described in Note 2. 
+The Company incurred rent and lease
+expenses in the amount of $607,000 and $706,000 for the fiscal years 2013 and 2012, respectively. 
+Note 10—Nature of Operations, Segment Reporting and Geographical 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 and related consumable 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 reports two reporting segments consistent with its sales product groups: Test & Measurement (T&M) and QuickLabel Systems (QuickLabel). 
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the aerospace, automotive, metal mill, power and telecommunications
+industries. QuickLabel produces an array of high-technology digital color and monochrome label printers, labeling software and consumables for a variety of commercial industries worldwide. 
+Business is conducted in the United States and through foreign affiliates in Canada and Europe. Manufacturing activities are primarily
+conducted in the United States. Sales and service activities outside the United States are conducted through wholly-owned entities and, to a lesser extent, through authorized distributors and agents. Transfer prices are intended to produce gross
+profit margins as would be associated with an arms-length transaction. 
+On January 31, 2013, the Company completed the
+sale of substantially all of the assets of its Grass Technologies Product Group (Grass) in order to focus on its existing core businesses. Grass produced a range of instrumentation equipment and supplies for clinical neurophysiology (EEG and
+epilepsy monitoring), polysomnography (PSG—Sleep Monitoring) and biomedical research applications used by universities, medical 
+49 
+Table of Contents 
+centers and companies engaged in a variety of clinical and research activities. Consequently, the Company has classified the results of operations of Grass as discontinued operations for all
+periods presented. Refer to Note 17 for further details. 
+The accounting policies of the reporting segments are the same as
+those described in the summary of significant accounting policies herein. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+Summarized below are the Net Sales and Segment Operating Profit (both in dollars and as a percentage of Net Sales) for each reporting
+segment: 
+($ in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+of Net Sales 
+2013 
+2012 
+2013 
+2012 
+2013 
+2012 
+T&M 
+$ 
+17,636 
+$ 
+17,138 
+$ 
+3,109 
+$ 
+2,425 
+17.6 
+% 
+14.1 
+% 
+QuickLabel 
+43,588 
+43,586 
+4,380 
+2,553 
+10.0 
+% 
+5.9 
+% 
+Total 
+$ 
+61,224 
+$ 
+60,724 
+7,489 
+4,978 
+12.2 
+% 
+8.2 
+% 
+Corporate Expenses 
+4,563 
+3,969 
+Loss on Sale of Asheboro* 
+— 
+(681 
+) 
+Operating Income 
+2,926 
+328 
+Other Income (Expense), Net 
+(41 
+) 
+316 
+Income From Continuing Operations Before Income Taxes 
+2,885 
+644 
+Income Tax Provision (Benefit) 
+847 
+(97 
+) 
+2,038 
+741 
+Income from Discontinued Operations, Net of Taxes 
+8,729 
+2,391 
+Net Income 
+$ 
+10,767 
+$ 
+3,132 
+* 
+The Asheboro operations were part of the QuickLabel Systems segment. 
+No customer accounted for greater than 10% of net sales in fiscal 2013 and 2012. 
+Other information by segment is presented below: 
+(In thousands) 
+Assets 
+2013 
+2012 
+T&M 
+$ 
+10,493 
+$ 
+10,300 
+QuickLabel 
+23,468 
+21,260 
+Discontinued Operations 
+3,131 
+11,054 
+Corporate* 
+42,821 
+24,448 
+Total 
+$ 
+79,913 
+$ 
+67,062 
+* 
+Corporate assets consist of cash and cash equivalents, securities available for sale, income tax accounts and accruals . 
+(In thousands) 
+Depreciation and 
+Amortization 
+Capital Expenditures 
+2013 
+2012 
+2013 
+2012 
+T&M 
+$ 
+435 
+$ 
+567 
+$ 
+383 
+$ 
+497 
+QuickLabel 
+710 
+806 
+398 
+535 
+Discontinued Operations 
+186 
+203 
+68 
+122 
+Total 
+$ 
+1,331 
+$ 
+1,576 
+$ 
+849 
+$ 
+1,154 
+50 
+Table of Contents 
+Geographical Data 
+Presented below is selected financial information by geographic area: 
+(In thousands) 
+Net Sales 
+Long-Lived Assets 
+2013 
+2012 
+2013 
+2012 
+United States 
+$ 
+44,613 
+$ 
+43,570 
+$ 
+6,741 
+$ 
+7,073 
+Europe 
+12,324 
+12,914 
+609 
+646 
+Canada 
+2,136 
+2,074 
+438 
+494 
+Asia 
+910 
+1,050 
+— 
+— 
+Central and South America 
+752 
+610 
+— 
+— 
+Other 
+489 
+506 
+— 
+— 
+Total 
+$ 
+61,224 
+$ 
+60,724 
+$ 
+7,788 
+$ 
+8,213 
+Long-lived assets excludes goodwill assigned to the T&M segment of $0.7 million at January 31, 2013 and
+2012. 
+Note 11—Profit-Sharing Plan 
+Along with the ESOP described in Note 7, Astro-Med sponsors a Profit-Sharing Plan (the “Plan”) which provides
+retirement benefits to all eligible domestic employees. 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. Contributions paid or accrued amounted to
+$261,000 and $259,000 in fiscal 2013 and 2012, respectively. 
+Note 12—Product Warranty Liability 
+Astro-Med offers a manufacturer’s warranty for the majority of its hardware products. The specific terms and
+conditions of warranty vary depending upon the product sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited warranty, including parts and labor. The Company estimates the
+warranty costs based on historical claims experience and records a liability in the amount of such estimates at the time product revenue is recognized. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the
+amounts as necessary. Activity in the product warranty liability is as follows: 
+January 31, 
+2013 
+2012 
+(In thousands) 
+Balance, beginning of the year 
+$ 
+343 
+$ 
+258 
+Warranties issued 
+783 
+661 
+Settlements made 
+(776 
+) 
+(576 
+) 
+Balance, end of the year 
+$ 
+350 
+$ 
+343 
+Note 13—Concentration of Risk 
+Credit is generally extended on an uncollateralized basis to almost all customers after review of credit worthiness.
+Concentration of credit and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company
+51 
+Table of Contents 
+periodically performs on-going credit evaluations of its customers. The Company has not historically experienced significant credit losses on collection of its accounts receivable. 
+Excess cash is invested principally in investment grade government and state municipal securities. The Company has established guidelines
+relative to diversification and maturities that maintain safety of principal, liquidity and yield. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not historically experienced any
+significant losses on its cash equivalents or investments. 
+Note 14—Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising in the normal course of business
+that cover a wide range of matters including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+Direct costs associated with the estimated resolution of contingencies are accrued at the earliest date at which it is deemed probable
+that a liability has been incurred and the amount of such liability can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company
+believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations. It is possible, however,
+that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+Note 15—Fair Value Measurements 
+We measure our financial assets at fair value on a recurring basis in accordance with the guidance provided in ASC 820,
+“Fair Value Measurement and Disclosures,” which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In
+addition, ASC 820 establishes a three-tiered hierarchy for inputs used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that
+observable inputs be used when available. Observable inputs are inputs that reflect management’s belief about the assumptions market participants would use in pricing a financial instrument based on the best information available in the
+circumstances. 
+The fair value hierarchy is summarized as follows: 
+• 
+Level 1—Quoted prices in active markets for identical assets or liabilities; 
+• 
+Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
+quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and 
+• 
+Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
+liabilities 
+Cash and cash equivalents; accounts receivables; line of credit receivable; accounts payable,
+note receivable, accrued compensation and other expenses; and income tax payable are reflected in the condensed consolidated balance sheet at carrying value, which approximates fair value due to the short term nature of the these instruments.
+52 
+Table of Contents 
+Assets measured at fair value on a recurring basis are summarized below: 
+January 31, 2013 
+Level 1 
+Level 2 
+Level 3 
+Total 
+(In thousands) 
+Money market funds (included in cash and cash equivalents) 
+$ 
+8,784 
+$ 
+— 
+$ 
+— 
+$ 
+8,784 
+State and municipal obligations (included in securities available for sale) 
+8,509 
+— 
+— 
+8,509 
+Total 
+$ 
+17,293 
+$ 
+— 
+$ 
+— 
+$ 
+17,293 
+January 31, 2012 
+Level 1 
+Level 2 
+Level 3 
+Total 
+(In thousands) 
+Money market funds (included in cash and cash equivalents) 
+$ 
+5,922 
+$ 
+— 
+$ 
+— 
+$ 
+5,922 
+State and municipal obligations (included in securities available for sale) 
+11,336 
+— 
+— 
+11,336 
+Total 
+$ 
+17,258 
+$ 
+— 
+$ 
+— 
+$ 
+17,258 
+We did not have any transfers of investments into or out of Level 1 or Level 2 during fiscal 2013. 
+For our money market funds and state and municipal obligations, we utilize the market approach to measure fair value. The market approach
+is based on using quoted market prices for identical assets. 
+For our Note Receivable we utilized the income approach to
+measure fair value by discounting the present value of the Note. The discount rate used is based on similar rates used for high credit ratings and highly collateralized lending. 
+Note 16—Life Insurance Proceeds 
+During the second quarter of fiscal 2012, we recognized income on key-man life insurance proceeds of $300,000. This
+income is included in other income in the accompanying consolidated statements of operations for the year end January 31, 2012. 
+Note 17—Discontinued Operations 
+On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies
+Product Group (Grass) which manufactured polysomnography and electroencephalography systems and related accessories and propriety electrodes for use in both research and clinical settings. The assets sold consisted primarily of working capital
+(exclusive of inventory and accounts payable related to manufacturing), the engineering, sales and support workforce, intellectual property and certain other related assets. The proceeds from the sale consisted of $18.6 million in cash, of which
+$1.8 million which is being held in escrow for twelve months following the closing date of the transaction in order to provide indemnity to the purchaser in the event of any breach in the representation, warranties and covenants of Astro-Med and is
+fully reserved for in Other Accrued Expenses in the accompanying consolidated balance sheet for the period ended January 31, 2013. 
+As part of this transaction, Astro-Med entered into a Transition Service Agreement with the purchaser in which the Company will provide transition services and continue to manufacture Grass products for
+the purchaser for a period of between nine and twelve months following the closing date, after which the purchaser will acquire any remaining inventory. The Company has determined that cash flows from this activity will not be significant and
+therefore Grass has been presented as a discontinued operation for all periods presented. 
+As a result of the above, the
+Company has classified the results of operations of the Grass Technologies Product Group as a discontinued operation for all periods presented. 
+53 
+Table of Contents 
+Results for discontinued operations are as follows: 
+2013 
+2012 
+(In thousands) 
+Net Sales 
+$ 
+19,195 
+$ 
+18,469 
+Cost of Sales 
+$ 
+9,072 
+$ 
+8,758 
+Gross Profit 
+$ 
+10,123 
+$ 
+9,711 
+Operating Expenses 
+$ 
+6,205 
+$ 
+6,122 
+Income from Discontinued Operations 
+$ 
+3,918 
+$ 
+3,589 
+Gain on Sale of Assets of Discontinued Operations 
+$ 
+10,162 
+$ 
+— 
+Income Tax Expense 
+$ 
+5,351 
+$ 
+1,198 
+Income from Discontinued Operations 
+$ 
+8,729 
+$ 
+2,391 
+Included in the above calculation of the Gain on Sale of Assets of Discontinued Operations is a charge of $779,000
+related to the impairment of the Grass Technologies Product Group facility located in Rockland, Massachusetts. The impairment charge was based on the fair value of the facility, less costs to sell, using market values for similar properties which is
+a Level 2 measurement in the fair value hierarchy discussed in Note 15. This property is being actively marketed and sale of this property is considered probable within the next twelve months and as such, the property is classified as an asset held
+for sale in the accompanying balance sheets for the period ended January 31, 2013. 
+54 
+Table of Contents 
+SCHEDULE 
+ASTRO-MED, INC. 
+VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+(In thousands) 
+Year Ended January 31, 
+2013 
+$ 
+356 
+$ 
+70 
+$ 
+(81 
+) 
+$ 
+345 
+2012 
+$ 
+547 
+$ 
+22 
+$ 
+(213 
+) 
+$ 
+356 
+(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, also includes foreign exchange adjustment. 
+55
\ No newline at end of file
diff --git a/raw/filings/0000008146/2012/0001193125-13-146041/filing_metadata.csv b/raw/filings/0000008146/2012/0001193125-13-146041/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..dfc71a8351bbcb0b9fd47b0995b6fba1867ea4fb
--- /dev/null
+++ b/raw/filings/0000008146/2012/0001193125-13-146041/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000008146,ALOT,"AstroNova, Inc.",10-K,2013-04-08,2013-01-31,2013-04-08T20:42:23.000Z,0001193125-13-146041,d445181d10k.htm,FORM 10-K,7346943,1,0,https://www.sec.gov/Archives/edgar/data/8146/000119312513146041/d445181d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312513146041/,2012,2012,1
diff --git a/raw/filings/0000008146/2012/0001193125-13-146041/item1.txt b/raw/filings/0000008146/2012/0001193125-13-146041/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c11a8bd78102a03fcd78195f03c09bcc0aec0af4
--- /dev/null
+++ b/raw/filings/0000008146/2012/0001193125-13-146041/item1.txt
@@ -0,0 +1,100 @@
+Item 1.
+Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc.
+and its consolidated subsidiaries. 
+Astro-Med designs, develops, manufactures and distributes a broad range of specialty
+printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software
+products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, packaging and transportation. 
+The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers
+outside of the United States primarily through our branch offices in Canada and Europe as well as with independent dealers and representatives. Approximately 30% of the Company’s sales in fiscal 2013 were to customers located outside the United
+States. 
+Astro-Med operates its business through two operating segments, Astro-Med Test & Measurement (T&M) and
+QuickLabel Systems (QuickLabel). Financial information by business segment and geographic area appears in Note 10 to the Consolidated Financial Statements of this Annual Report on Form 10-K. 
+On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group
+(Grass) in order to focus on its existing core businesses. The Grass Technologies Product Group manufactured polysomnography and electroenecephalography systems for both clinical and research use along with the the related accessories and
+proprietary electrodes. Consequently, the Company has classified the results of operations of the Grass Technologies Product Group as discontinued operations for all periods presented. Refer to Note 17, “Discontinued Operations,” in the
+Consolidated Financial Statements for a further discussion. 
+The following description of our business should be read in
+conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 12 through 18 of this Annual Report on Form 10-K. 
+3 
+Table of Contents 
+Description of Business 
+Product Overview 
+Astro-Med develops and manufactures
+specialty printers and data acquisition systems. The Company’s products sell under the brand names
+Astro-Med ® Test & Measurement (T&M) and
+QuickLabel ® Systems (QuickLabel ® ). 
+Products sold under
+the Astro-Med T&M brand acquire and record data to electronic media and print the output onto charts. Products sold under the QuickLabel ® brand digitally print custom labels used in product packaging and automatic identification applications. 
+The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of
+industries. 
+Astro-Med Test & Measurement products include the Dash ® MX portable data acquisition system, TMX™ high-speed data acquisition system, Dash ® 8HF-HS data recorders, Everest ® telemetry recorders,
+ToughWriter ® Rugged Printers, and ToughSwitch ® Ethernet switches. 
+ToughWriter Rugged cockpit printers are used in the flight deck and in the cabins of military and commercial aircraft
+to print hard copies of landing strips, flight itineraries, weather maps, connecting gate information, and ground communications. ToughSwitch Ethernet switches are used in military aircraft and military vehicles to connect multiple computers or
+ethernet devices together. These products are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter cockpit
+printers for numerous airplanes made by Airbus, Boeing, Bombardier, and Lockheed. 
+The Company’s family of portable data
+recorders are used as maintenance and troubleshooting instruments in pulp and paper mills, metal mills, power generating plants, automotive R&D centers, manufacturing plants, and for aerospace applications. The TMX™ data acquisition system
+is designed for data capture of long-term testing in automotive, aerospace, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including time-stamped and
+synchronized video capture data and audio notation, is important. 
+Everest telemetry recorders are used
+widely in the aerospace industry to monitor and track space vehicles, aircraft, missiles and other systems in flight. 
+Products sold under the QuickLabel brand include digital color label printers as well as a full line of consumables including labels, tags, ink, toner, and thermal transfer ribbon. In addition, QuickLabel
+Systems sells special software for designing labels for a wide variety of applications especially in the field of packaging. QuickLabel provides training and support around the clock with its staff of service technicians located at headquarters as
+well as in the field. 
+With its broad range of entry-level, mid-range, and high-performance digital label
+printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel products are primarily sold to manufacturers, processors, and retailers who label products on a short-run basis. Users
+can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals, cosmetics, food and beverage, medical products, and
+pharmaceuticals, among many other packaged goods. 
+Current QuickLabel models include the Kiaro!, a
+high-speed inkjet label printer; theVivo! Touch, a electrophotographic color label printer developed to print full-color variable information labels in an office or factory; and the Xe series of digital color label printers utilizing thermal
+transfer technology. QuickLabel also sells and supports its Pronto! family of barcode printers which utilize single color-thermal transfer label printing technology. 
+4 
+Table of Contents 
+Technology 
+The core technologies of Astro-Med relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor or electronic storage media, and (4) analyzing
+the data. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and registers its brand trademarks. While we consider our patents to be
+important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the
+Company’s business taken as a whole. 
+Manufacturing and Supplies 
+Astro-Med manufactures most of the products that it designs and sells. Raw materials and supplies are typically available from a wide
+variety of sources. Astro-Med manufactures most of the sub-assemblies and parts in house including printed circuit board assemblies, harnesses, machined parts, and general final assembly. Many parts are standard electronic items available from
+multiple sources. Others are parts designed by us that are manufactured for us by outside vendors. There are a few parts that are sole source but could be sourced elsewhere with appropriate changes in the design of our product. 
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2013 and 2012, we spent $3,816,000 and
+$4,323,000, respectively, on Company-sponsored product development. In 2013 and 2012, we also spent and additional $1,054,000 and $921,000 in research and development for our Grass segment, which is now reported as a discontinued operation. We
+expect our spending in research and development to continue at the same levels as prior years, even with the disposal of our Grass segment, as we are committed to continuous product development as a requisite to our organic growth. 
+Marketing and Competition 
+The Company competes worldwide in many markets including specialty printing systems and data acquisition and analysis. We retain a
+competitive position in our respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. We market our products worldwide by advertising and promotion using major national and
+international trade journals, scientific meetings, trade shows, direct mailing campaigns, and the internet. 
+Our products are sold by direct field sales persons as well as independent dealers and representatives. In the United
+States, the Company has factory-trained direct field sales people located in major cities from coast to coast specializing in either Astro-Med ® T&M products or
+QuickLabel ® products. Additionally, we have direct field sales and service centers in Canada, France, Germany
+and the United Kingdom staffed by our own employees. In the rest of the world, Astro-Med utilizes approximately 50 independent dealers and representatives selling and marketing our products in 60 countries. 
+Astro-Med has a number of competitors in each of the markets that it serves. In the T&M area, we believe that we are one of the
+leaders in data acquisition systems. In the digital color label printing field, we believe we lead the world in portable bench-top color label printing technology, and we were the first to market an electrophotographic color label printer capable of
+printing on continuous rollstock. 
+No single customer accounted for 10% or more of our net sales in any of the last two fiscal
+years. 
+5 
+Table of Contents 
+International Sales 
+In fiscal 2013 and 2012, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $16,611,000 and $17,154,000, respectively.
+Order Backlog 
+Astro-Med’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 may not indicate future sales trends. Backlog at January 31, 2013 and
+2012 was $6,151,000 and $5,817,000, respectively. 
+Employees 
+As of January 31, 2013, Astro-Med employed 342 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual transactions, which can cause fluctuations in sales from quarter to quarter.
+Available Information 
+We make available on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable,
+amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the
+Securities Exchange Commission. These filings are also accessible on the SEC’s website at http://www.sec.gov.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2012/0001193125-13-146041/rp_note.txt b/raw/filings/0000008146/2012/0001193125-13-146041/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2012/0001193125-13-146041/rpt_disclosure.txt b/raw/filings/0000008146/2012/0001193125-13-146041/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..02f53e9e474cd21651eaf3341c41e5b7c192da75
--- /dev/null
+++ b/raw/filings/0000008146/2012/0001193125-13-146041/rpt_disclosure.txt
@@ -0,0 +1,12 @@
+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. 
+Other than as
+described below, 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, 2013 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. 
+The Company employs two sons of Mr. Pizzuti, Eric Pizzuti, as Vice President and General Manager of QuickLabel Systems (formerly
+National Sales Manager for QuickLabel Systems), and William Pizzuti, as National Sales Manager (QuickLabel Systems), to whom the Company paid or accrued over $120,000 in compensation, including $177,123 and $179,382, respectively, in salary and
+commissions during the fiscal year ended January 31, 2013. In addition, the Company made matching contributions for the fiscal year 2013 under its qualified Profit-Sharing Plan of $3,644 to Eric Pizzuti and $3,504 to William Pizzuti. The
+Company also made vacation payouts to Messrs. E. Pizzuti and W. Pizzuti of $2,654 and $1,234, respectively. Messrs. E. Pizzuti and W. Pizzuti received employer contributions to their Employee Stock Ownership Plan accounts of $653 each. The Company
+made stock option grants during the 2013 fiscal year to Messrs. E. Pizzuti and W. Pizzuti with a fair market value at the date of grant equal to $7,329 and 1,656, respectively.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2013/0001193125-14-133678/filing.txt b/raw/filings/0000008146/2013/0001193125-14-133678/filing.txt
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index 0000000000000000000000000000000000000000..0d62d95f8dc0051ee3364d90917a3ed091f50863
--- /dev/null
+++ b/raw/filings/0000008146/2013/0001193125-14-133678/filing.txt
@@ -0,0 +1,3377 @@
+10-K
+1
+d636253d10k.htm
+10-K
+10-K 
+Table of Contents 
+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, 2014 
+OR 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from
+to 
+Commission file number 0-13200 
+Astro-Med,
+Inc. 
+(Exact name of registrant as specified in its charter) 
+Rhode Island 
+05-0318215 
+(State or other jurisdiction of 
+incorporation or organization) 
+(I.R.S. Employer Identification No.) 
+600 East Greenwich Avenue, 
+West Warwick, Rhode Island 
+02893 
+(Address of principal executive offices) 
+(Zip Code) 
+Registrant’s telephone number, including area code: (401) 828-4000 
+Securities registered pursuant to Section 12(b) of the Act: 
+Title of each class 
+Name of each exchange 
+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 the registrant is a well-known
+seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
+Act. Yes ¨ No 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 x No ¨ 
+Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
+Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
+files). Yes x No ¨ 
+Indicate by checkmark 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 the registrant’s knowledge, in definitive proxy or information statement 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 is a large accelerated filer, an
+accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
+Large accelerated filer ¨ 
+Accelerated filer ¨ 
+Non-accelerated filer ¨ 
+Smaller reporting company x 
+(Do not check if a smaller reporting company) 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
+Act): Yes ¨ No x 
+The aggregate market value of the registrant’s voting common equity held by non-affiliates at August 2, 2013 was approximately
+$64,654,717 based on the closing price on the Nasdaq Global Market on that date. 
+As of March 28, 2014 there were 7,604,734
+shares of Common Stock (par value $0.05 per share) of the registrant outstanding. 
+DOCUMENTS INCORPORATED BY REFERENCE
+Portions of the Company’s definitive Proxy Statement for the 2014 Annual Meeting of Shareholders are incorporated by
+reference into Part III of this Annual Report on Form 10-K where indicated. 
+Table of Contents 
+ASTRO-MED, INC. 
+FORM 10-K ANNUAL REPORT 
+TABLE OF CONTENTS 
+Page 
+PART I 
+Item 1. 
+Business 
+3-6 
+Item 1A. 
+Risk Factors 
+6-11 
+Item 1B. 
+Unresolved Staff Comments 
+11 
+Item 2. 
+Properties 
+12 
+Item 3. 
+Legal Proceedings 
+12 
+Item 4. 
+Mine Safety Disclosures 
+12 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
+13-15 
+Item 6. 
+Selected Financial Data 
+15 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of
+Operations 
+15-22 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+22 
+Item 8. 
+Financial Statements and Supplementary Data 
+23 
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
+23 
+Item 9A. 
+Controls and Procedures 
+23 
+Item 9B. 
+Other Information 
+23 
+PART III 
+Item 10. 
+Directors, Executive Officers and Corporate Governance 
+24-25 
+Item 11. 
+Executive Compensation 
+25 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
+Matters 
+25-26 
+Item 13. 
+Certain Relationships, Related Transactions and Director Independence 
+26 
+Item 14. 
+Principal Accountant Fees and Services 
+26 
+PART IV 
+Item 15. 
+Exhibits and Financial Statement Schedule 
+27 
+2 
+Table of Contents 
+ASTRO-MED, INC. 
+Forward-Looking Statements 
+Information included in this Annual Report on
+Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning
+future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and
+similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our
+actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in this Annual
+Report on Form 10-K under “Item 1A. Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to
+unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K. 
+PART I 
+Item 1.
+Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc.
+and its consolidated subsidiaries. 
+Astro-Med designs, develops, manufactures and distributes a broad range of specialty
+printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software
+products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, packaging and transportation. 
+The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers
+outside of the United States primarily through our branch offices in Canada and Europe as well as with independent dealers and representatives. Approximately 30% of the Company’s sales in fiscal 2014 were to customers located outside the United
+States. 
+Astro-Med operates its business through two operating segments, Astro-Med Test & Measurement (T&M) and
+QuickLabel Systems (QuickLabel). Financial information by business segment and geographic area appears in Note 12 to the Consolidated Financial Statements of this Annual Report on Form 10-K. 
+On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group
+(Grass) in order to focus on its existing core businesses. The Grass Technologies Product Group manufactured polysomnography and electroenecephalography systems for both clinical and research use along with the related accessories and proprietary
+electrodes. Consequently, the Company has classified the results of operations of the Grass Technologies Product Group as discontinued operations for all periods presented. Refer to Note 19, “Discontinued Operations,” in the
+Consolidated Financial Statements for a further discussion. 
+The following description of our business should be read in
+conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 15 through 18 of this Annual Report on Form 10-K. 
+3 
+Table of Contents 
+Description of Business 
+Product Overview 
+Astro-Med designs, manufactures, and
+markets specialty printers, data acquisition systems and services that serve select growing markets on a global basis. Our business consists of two segments, specialty printers and data acquisition systems, sold under the brand names QuickLabel ® Systems (QuickLabel ® ) and Astro-Med ® 
+Test & Measurement (T&M). 
+Products sold under the QuickLabel ® brand are used in industrial and commercial product packaging and automatic identification applications to digitally
+print custom labels on demand. Products sold under the Astro-Med T&M brand acquire and record data to electronic media and, in the aerospace market, print the output in high-resolution on ruggedized airborne printers. 
+Products sold under the QuickLabel brand include digital color label printers as well as a full line of consumables including labels,
+tags, ink, toner, and thermal transfer ribbon. In addition, QuickLabel Systems sells special software used to design labels for a wide variety of applications especially in the field of packaging. QuickLabel provides training and support around the
+clock with its staff of service technicians located at headquarters as well as in the field. 
+With its broad range of
+entry-level, mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel products are primarily sold to manufacturers, processors, and
+retailers who label products on a short-run basis. Users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals,
+cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods. 
+Current QuickLabel
+models include the Kiaro!, a high-speed inkjet color label printer; the Kiaro! 200, a wider format high-speed inkjet color label printer; the Vivo! Touch, a electrophotographic color label printer developed to print full-color variable information
+labels in an office or factory; and the Xe series of digital color label printers utilizing thermal transfer technology. QuickLabel also sells and supports its Pronto! family of barcode printers which utilize single color-thermal transfer label
+printing technology. 
+Products sold under the Astro-Med T&M brand acquire and record data to electronic media and print the
+output onto paper. The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of industries. 
+Astro-Med Test & Measurement products include the Dash ® MX portable data acquisition system,
+TMX ™ high-speed data acquisition system, Dash ® 8HF-HS data recorders,
+Everest ® telemetry recorders, ToughWriter ® rugged printers, Miltope airborne printers and ToughSwitch ® Ethernet switches. 
+Astro-Med’s
+ruggedized printers are used primarily in aerospace applications in the flight deck and in the cabin of military and commercial aircraft to print hard copies of landing strips, flight itineraries, weather maps, connecting gate information, and
+ground communications. ToughSwitch Ethernet switches are used in military aircraft and military vehicles to connect multiple computers or Ethernet devices together. These products are ruggedized to comply with rigorous military and commercial
+flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter cockpit printers for numerous aircraft made by Airbus, Boeing, Bombardier, Lockheed, and others. On January 22, 2014,
+the Company completed the acquisition of the Ruggedized Printer Product line from the Miltope Corporation (Miltope), a company of VT Systems. The Miltope line of printers expands Astro-Med’s portfolio of ruggedized printers designed for use in
+the aviation market to include several models of both wide and narrow format printers. 
+The Company’s
+family of portable data recorders are used in R&D and maintenance applications in aerospace and defense, energy discovery and production operations, automotive R&D centers, and a variety of other industrial applications. The TMX ™ data acquisition system is designed for data capture of long-term testing
+4 
+Table of Contents 
+in aerospace, automotive, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including time-stamped and
+synchronized video capture data and audio notation, is important. 
+Everest telemetry recorders are used widely in the aerospace
+industry to monitor and track space vehicles, aircraft, missiles and other systems in flight. 
+Technology 
+The core technologies of Astro-Med relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard
+copy, monitor or electronic storage media, and (4) analyzing the data. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and
+registers its brand trademarks. While we consider our patents to be important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss
+or termination would have a material adverse effect on the Company’s business taken as a whole. 
+Manufacturing and Supplies
+Astro-Med manufactures most of the products that it designs and sells. Raw materials and supplies are typically available
+from a wide variety of sources. Astro-Med manufactures most of the sub-assemblies and parts in house including printed circuit board assemblies, harnesses, machined parts, and general final assembly. Many parts are standard electronic items
+available from multiple sources. Others are parts designed by us that are manufactured for us by outside vendors. There are a few parts that are sole source but could be sourced elsewhere with appropriate changes in the design of our product.
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2014 and 2013, we spent $5,072,000 and $3,816,000, respectively, on Company-sponsored product development. In
+fiscal 2013, we also spent an additional $1,054,000 in research and development for our Grass segment, which is now reported as a discontinued operation. We expect our spending in research and development to continue at the same levels as prior
+years, even with the disposal of our Grass segment, as we are committed to continuous product development as essential to our organic growth. 
+Marketing and Competition 
+The Company competes worldwide in multiple markets. In the specialty printing field, we believe we lead the world in bench-top color label
+printing technology and in aerospace printers. In the data acquisition area, we believe that we are one of the leaders in portable high speed data acquisition systems. 
+We retain a leadership position by virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. The number of competitors varies by product line. Our
+management believes that we have a market leadership position in many of the markets we serve. Key competitive factors vary among our product lines, but include technology, quality, service and support, distribution network, and breadth of product
+and service offerings. 
+Our products are sold by direct field salespersons as well as independent dealers
+and representatives. In the United States, the Company has factory-trained direct field salespeople located in major cities from coast to coast specializing in either Astro-Med T&M products or QuickLabel products. Additionally, we have direct
+field sales or service centers in Canada, France, Germany, Mexico, and the United Kingdom staffed by our own 
+5 
+Table of Contents 
+employees. In the rest of the world, Astro-Med utilizes approximately 70 independent dealers and representatives selling and marketing our products in 75 countries. 
+No single customer accounted for 10% or more of our net sales in any of the last two fiscal years. 
+International Sales 
+In
+fiscal 2014 and 2013, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $19,913,000 and $16,611,000, respectively. 
+Order Backlog 
+Astro-Med’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 may not indicate future sales trends. Backlog at January 31, 2014 and
+2013 was $14,013,000 and $6,151,000, respectively. 
+Employees 
+As of January 31, 2014, Astro-Med employed 304 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual transactions, which can cause fluctuations in sales from quarter to quarter.
+Available Information 
+We make available on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable,
+amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the
+Securities Exchange Commission (SEC). These filings are also accessible on the SEC’s website at http://www.sec.gov. 
+Item 1A. Risk Factors 
+The following risk factors should be carefully considered in
+evaluating Astro-Med because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those
+projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business operations. 
+Astro-Med’s operating results and financial condition could be harmed if the markets into which we sell our product decline or do not grow as
+anticipated. 
+Any decline in our customers’ markets or in their general economic conditions would likely result in
+a reduction in demand for our products. For example, although we have experienced measured progress in fiscal 2014 and 2013, as sales have increased from prior years, we are still affected by the continued global economic uncertainty as some of our
+customers remain reluctant to make capital equipment purchases and are limiting consumable product purchases to quantities necessary to satisfy immediate needs with no provisions to stock supplies for future use. Also, if our customers’ markets
+decline, we may not be able to collect on outstanding 
+6 
+Table of Contents 
+amounts due to us. Such declines could harm our results of operations, financial position and cash flows and could limit our ability to continue to remain profitable. 
+Astro-Med’s future revenue growth depends on our ability to develop and introduce new products and services on a timely basis and achieve
+market acceptance of these new products and services. 
+The markets for our products are characterized by rapidly
+changing technologies and accelerating product introduction cycles. Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying high-quality, cost-effective products, product
+enhancements and services on a timely basis and by keeping pace with technological developments and emerging industry standards. The success of our new products will also depend on our ability to differentiate our offerings from our
+competitors’ offerings, price our products competitively, anticipate our competitor’s development of new products, and maintain high levels of product quality and reliability. Astro-Med spends a significant amount of time and effort
+related to the development of our Rugged and Color Printer products as well as our Test and Measurement recorder products. Failure to further develop any of our new products and their related markets as anticipated could adversely affect our future
+revenue growth and operating results. 
+As Astro-Med introduces new or enhanced products, we must also successfully manage the
+transition from older products to minimize disruption in customers’ ordering patterns, avoid excessive levels of older product inventories and provide sufficient supplies of new products to meet customer demands. The introduction of new or
+enhanced products may shorten the life cycle of our existing products, or replace sales of some of our current products, thereby offsetting the benefit of even a successful product introduction and may cause customers to defer purchasing existing
+products in anticipation of the new products. Additionally, when we introduce new or enhanced products, we face numerous risks relating to product transitions, including the inability to accurately forecast demand, manage excess and obsolete
+inventories, address new or higher product cost structures, and manage different sales and support requirements due to the type or complexity of the new products. Any customer uncertainty regarding the timeline for rolling out new products or
+Astro-Med’s plans for future support of existing products may cause customers to delay purchase decisions or purchase competing products which would adversely affect our business and operating results. 
+Astro-Med faces significant competition and our failure to compete successfully could adversely affect our results of operations and financial
+condition . 
+While we do maintain a dominant position in our markets, we operate in an environment of
+significant competition, driven by rapid technological advances, evolving industry standards, frequent new product introductions and the demands of customers to become more efficient. Our competitors range from large international companies to
+relatively small firms. We compete on the basis of technology, performance, price, quality, reliability, brand, distribution and customer service and support. Our success in future performance is largely dependent upon our ability to compete
+successfully in the markets we currently serve and to expand into additional market segments. Additionally, current competitors or new market entrants may develop new products with features that could adversely affect the competitive position of our
+products. To remain competitive, we must develop new products, services and applications and periodically enhance our existing offerings. If we are unable to compete successfully, we could lose market share and important customers to our competitors
+which could materially adversely affect our business, results of operations and financial position. 
+Astro-Med is dependent upon contract
+manufacturers for some of our products. If these manufacturers do not meet our requirements, either in volume or quality, then we could be materially harmed. 
+We subcontract the manufacturing and assembly of certain of our products to an independent third party at facilities located in various countries. Relying on subcontractors involves a number of
+significant risks, including: 
+• 
+Loss of control over the manufacturing process; 
+7 
+Table of Contents 
+• 
+Potential absence of adequate production capacity; 
+• 
+Potential delays in production lead times; 
+• 
+Unavailability of certain process technologies; and 
+• 
+Reduced control over delivery schedules, manufacturing yields, quality and costs. 
+If one of our significant subcontractors becomes unable or unwilling to continue to manufacture these products in required volumes or
+fails to meet our quality standards, we will have to identify qualified alternate subcontractors or we will take over the manufacturing ourselves in as much as we own the designs, drawings, and bills of material for all our products. Additional
+qualified subcontractors may not be available, or may not be available on a timely or cost competitive basis. Any interruption in the supply of, or increase in the cost of, the products manufactured by third party subcontractors or failure of a
+subcontractor to meet quality standards could have a material adverse effect on our business, operating results and financial condition. 
+For certain components and assembled products, Astro-Med is dependent upon single or limited source suppliers. If these suppliers do not meet
+demand, either in volume or quality, then we could be materially harmed. 
+Although we use standard parts and components
+for our products where possible, we purchase certain components and assembled products used in the manufacture of our products from single source or limited supplier sources. If the supply of a key component or assembled products were to be delayed
+or curtailed or, in the event a key manufacturing or sole vendor delays shipment of such components or completed products, our ability to ship products in desired quantities and in a timely manner would be adversely affected. Our business, results
+of operations and financial position could also be adversely affected, depending on the time required to obtain sufficient quantities from the original source or, if possible, to identify and obtain sufficient quantities from an alternative
+source. Additionally, if any single or limited source supplier becomes unable or unwilling to continue to supply these components or assembled products in required volumes, we will have to identify and qualify acceptable replacements or
+redesign our products with different components. Alternative sources may not be available, or product redesign may not be feasible on a timely basis. Any interruption in the supply of or increase in the cost of the components and assembled products
+provided by single or limited source suppliers could have a material adverse effect on our business, operating results and financial condition. 
+Compliance with new rules governing, “conflict minerals” could adversely affect the availability of certain product components and our
+costs and results of operations could be materially harmed. 
+In July 2010, the United States federal government enacted
+the Dodd-Frank Act which contained provisions that mandated the creation of rules by the SEC for public companies to ascertain the region of origin of certain minerals, commonly known as “conflict minerals,” used in the production of goods
+and if those minerals originated in the Democratic Republic of the Congo (DRC) or an adjoining country. It may be possible that conflict minerals may be part of the supply chain in our industry and contained in our products. In August 2012, the SEC
+adopted a new rule requiring disclosures of conflict minerals that are necessary to the functionality or production of products manufactured or contracted to be manufactured by public companies. The new rule, which went into effect for calendar year
+2013, requires a disclosure report to be filed with the SEC by May 31, 2014 and will require us to perform due diligence and disclose whether or not our products contain such minerals and from which countries and source the minerals were
+obtained. The new rule could adversely affect the sourcing, availability, and pricing of minerals used in the manufacture of certain components used in Astro-Med’s products. In addition, we will incur additional costs to comply with the
+disclosure requirements for conflict minerals, including costs related to determining the source of any of the relevant minerals and metals used in our products, as well as costs of possible changes to products, processes or sources of supplies as a
+consequence of such verification activities. As we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we
+implement. We may also encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so. As a result,
+our business, operating results and financial condition could be harmed. 
+8 
+Table of Contents 
+Economic, political and other risks associated with international sales and operations could adversely
+affect Astro-Med’s results of operations and financial position. 
+Because we sell our products worldwide, our
+business is subject to risks associated with doing business internationally. Revenue from international operations, which includes both direct and indirect sales to customers outside the U.S. accounted for approximately 30% of our total revenue for
+fiscal year 2014 and we anticipate that international sales will continue to account for a significant portion of our revenue. In addition, we have employees, suppliers, job functions and facilities located outside the U.S. Accordingly, our future
+results could be harmed by a variety of factors, including: 
+• 
+Interruption to transportation flows for delivery of parts to us and finished goods to our customers; 
+• 
+Customer and vendor financial stability; 
+• 
+Changes in foreign currency exchange rates; 
+• 
+Changes in a specific country’s or region’s environment including political, economic, monetary, regulatory or other conditions;
+• 
+Trade protection measures and import or export licensing requirements; 
+• 
+Negative consequences from changes in tax laws; 
+• 
+Difficulty in managing and overseeing operations that are distant and remote from corporate headquarters; 
+• 
+Difficulty in obtaining and maintaining adequate staffing; 
+• 
+Differing labor regulations; 
+• 
+Differing protection of intellectual property; 
+• 
+Unexpected changes in regulatory requirements; and 
+• 
+Geopolitical turmoil, including terrorism and war. 
+Astro-Med’s profitability is dependent upon our ability to obtain adequate pricing for our products and to improve our cost structure. 
+Our success depends on our ability to obtain adequate pricing for our products and services which provides a reasonable return to our
+shareholders. Depending on competitive market factors, future prices we obtain for our products and services may decline from previous levels. In addition, pricing actions to offset the effect of currency devaluations may not prove sufficient to
+offset further devaluations or may not hold in the face of customer resistance and/or competition. If we are unable to obtain adequate pricing for our products and services, our results of operations and financial position could be materially
+adversely affected. 
+We are continually reviewing our operations with a view towards reducing our cost structure, including but
+not limited to downsizing our employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. From time to time we also engage in restructuring actions to reduce our cost structure. If we
+are unable to maintain process and systems changes resulting from cost reduction and prior restructuring actions, our results of operations and financial position could be materially adversely affected. 
+Astro-Med could incur liabilities as a result of installed product failures due to design or manufacturing defects. 
+Astro-Med could incur liabilities as a result of installed product failures due to design or manufacturing defects. Our products may have
+defects despite testing internally or by current or potential customers. These defects could result in among other things, a delay in recognition of sales, loss of sales, loss of market share, failure to achieve market acceptance or substantial
+damage to our reputation. We could be subject to material claims by customers, and may need to incur substantial expenses to correct any product defects. 
+9 
+Table of Contents 
+In addition, through our acquisitions, we have assumed-and may in the future assume
+liabilities related to products previously developed by an acquired company that have not been through the same level of product development, testing and quality control processes used by us, and may have known or undetected errors. Some types of
+errors may not be detected until the product is installed in a user environment. This may cause Astro-Med to incur significant warranty and repair costs, may divert the attention of engineering personnel from product development efforts, and may
+cause significant customer relations problems such as reputational problems with customers resulting in increased costs and lower profitability. 
+Astro-Med could experience disruptions in, or breach in security of, our information technology system or fail to implement new systems or software
+successfully which could harm our business and adversely affect our results of operations. 
+Astro-Med employs
+information technology systems to support our business, including the ongoing phased implementation of a new enterprise resource planning (ERP) system in fiscal 2014 and 2015 for all of our U.S. operations. Security breaches and other disruptions to
+our information technology infrastructure could interfere with operations, compromise our information and that of our customers and suppliers, and expose us to liability which could adversely impact our business and reputation. In the ordinary
+course of business, we rely on information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities.
+Additionally, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws, regulations and
+customer-imposed controls. While we continually work to safeguard our systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cyber attacks or security breaches and our information technology
+networks and infrastructure may still be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error, power outages, computer viruses, telecommunication or utility failures, systems failures, natural
+disasters, catastrophic events or other unforeseen events. While we have experienced, and expect to continue to experience, these types of threats to our information technology networks and infrastructure, none of them to date has had a material
+impact. There may be other challenges and risks as we upgrade and implement our new ERP system. Any such events could result in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and damage to the
+Company’s reputation, which could adversely affect our business, operating results and financial condition. 
+Astro-Med is subject to
+laws and regulations; failure to address or comply with these laws and regulations could harm our business and adversely affect our results of operations. 
+Our operations are subject to laws, rules, regulations, including environmental regulations, government policies and other requirements in each of the jurisdictions in which we conduct business. Changes
+in laws, rules, regulations, policies or requirements could result in the need to modify our products and could affect the demand for our products, which may have an adverse impact on our future operating results. In addition, we must comply with
+new regulations restricting our ability to include lead and certain other substances in our products. If we do not comply with applicable laws, rules and regulations we could be subject to costs and liabilities and our business may be adversely
+impacted. 
+Adverse conditions in the global banking industry and credit markets may adversely impact the value of our investments or
+impair our liquidity. 
+At the end of fiscal 2014, we had approximately $27 million of cash, cash equivalents and
+investments held for sale. Our cash and cash equivalents are held in a mix of money market funds and bank demand deposit accounts. Disruptions in the financial markets may, in some cases, result in an inability to access assets such as money market
+funds that traditionally have been viewed as highly liquid. Any failure of our counterpart financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our financial position.
+Our investment portfolio consists of state and municipal securities with various maturity dates, all of which have a credit rating of AA or above at the original purchase date; however, defaults by the issuers of any of these securities may result
+in an adverse impact on our portfolio. 
+10 
+Table of Contents 
+Astro-Med may not realize the anticipated benefits of past or future acquisitions, divestitures and
+strategic partnerships, and integration of acquired companies or divestiture of businesses may negatively impact Astro-Med’s overall business. 
+Astro-Med has, in the past, acquired or made strategic investments in other companies, products and technologies, including our most recent acquisition in January 2014 of the Ruggedized Printer Product
+line from Miltope. We may continue to identify and pursue acquisitions of complementary companies and strategic assets, such as customer bases, products and technology. However, there can be no assurance that we will be able to identify suitable
+acquisition opportunities. In any acquisition that we complete we cannot be certain that: 
+• 
+We will successfully integrate the operations of the acquired business with our own; 
+• 
+All the benefits expected from such integration will be realized; 
+• 
+Management’s attention will not be diverted or divided, to the detriment of current operations; 
+• 
+Amortization of acquired intangible assets will not have a negative effect on operating results or other aspects of our business;
+• 
+Delays or unexpected costs related to the acquisition will not have a detrimental effect on our business, operating results and financial
+condition; 
+• 
+Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse effect on our reputation; and
+• 
+Respective operations, management and personnel will be compatible. 
+In certain instances as permitted by applicable law and NASDAQ rules, acquisitions may be consummated without seeking and obtaining
+shareholder approval, in which case shareholders will not have an opportunity to consider and vote upon the merits of such an acquisition. Although we will endeavor to evaluate the risks inherent in a particular acquisition, there can be no
+assurance that we will properly ascertain or assess such risks. 
+Astro-Med may also divest certain businesses from time to
+time. On January 31, 2013, we completed the sale of substantially all of the assets of our Grass Technologies Product Group. Divestitures will likely involve risks, such as difficulty splitting up businesses, distracting employees, potential
+loss of revenue and negatively impacting margins, and potentially disrupting customer relationships. A successful divestiture depends on various factors, including our ability to: 
+• 
+Effectively transfer assets, liabilities, contracts, facilities and employees to the purchaser; 
+• 
+Identify and separate the intellectual property to be divested from the intellectual property that we wish to keep; and 
+• 
+Reduce fixed costs previously associated with the divested assets or business. 
+All of these efforts require varying levels of management resources, which may divert our attention from other business operations.
+Further, if market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions. 
+If Astro-Med is not able to successfully integrate or divest businesses, products, technologies or personnel that we acquire or divest, or able to realize expected benefits of our acquisitions,
+divestitures or strategic partnerships, Astro-Med’s business, results of operations and financial condition could be adversely affected. 
+Item 1B. Unresolved Staff Comments 
+None 
+11 
+Table of Contents 
+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. 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+West Warwick, Rhode Island, USA 
+135,500 
+Corporate headquarters, research and development, manufacturing, sales and service 
+*Rockland, Massachusetts, USA 
+36,000 
+Manufacturing 
+Slough, England 
+1,700 
+Sales and service 
+* 
+This facility is currently classified as held for sale in the Company’s consolidated balance sheet included in this report. 
+Astro-Med also leases facilities in various other locations. The following information pertains to each location: 
+Location 
+Approximate 
+Square 
+Footage 
+Principal Use 
+Rodgau, Germany 
+8,300 
+Manufacturing, sales and service 
+Brossard, Quebec, Canada 
+7,900 
+Manufacturing, sales and service 
+Elancourt, France 
+4,144 
+Sales and service 
+Schaumburg, Illinois, USA 
+630 
+Sales 
+Wilmington, Delaware, USA 
+498 
+Sales 
+El Dorado Hills, California, USA 
+273 
+Sales 
+Newport Beach, California, USA 
+151 
+Sales 
+We believe our facilities are well maintained, in good operating condition and generally adequate to meet
+our 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. Mine Safety Disclosures 
+Not applicable. 
+12 
+Table of Contents 
+PART II 
+Item 5. 
+Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 
+Astro-Med’s common stock trades on The NASDAQ Global Market under the symbol “ALOT.” The following table sets forth the
+range of high and low closing prices and dividend data, as furnished by NASDAQ, for the years ended January 31: 
+High 
+Low 
+Dividends 
+Per Share 
+2014 
+First Quarter 
+$ 
+10.75 
+$ 
+9.24 
+$ 
+0.07 
+Second Quarter 
+$ 
+11.47 
+$ 
+10.24 
+$ 
+0.07 
+Third Quarter 
+$ 
+12.75 
+$ 
+10.64 
+$ 
+0.07 
+Fourth Quarter 
+$ 
+14.02 
+$ 
+12.60 
+$ 
+0.07 
+2013 
+First Quarter 
+$ 
+8.52 
+$ 
+7.98 
+$ 
+0.07 
+Second Quarter 
+$ 
+8.60 
+$ 
+7.70 
+$ 
+0.07 
+Third Quarter 
+$ 
+8.98 
+$ 
+7.85 
+$ 
+0.07 
+Fourth Quarter 
+$ 
+10.45 
+$ 
+8.40 
+$ 
+0.14 
+Astro-Med had approximately 281 shareholders of record as of March 24, 2014, which does not reflect
+shareholders with beneficial ownership in shares held in nominee name. 
+13 
+Table of Contents 
+Stock Performance Graph 
+The graph below shows a comparison of the cumulative total return on the Company’s common stock against the cumulative total returns for the NASDAQ Composite Index and the NASDAQ Electronic Index for
+the period of five fiscal years ended January 31, 2014 as prepared by the Center for Research in Security Prices (CRSP) and provided by NASDAQ. The NASDAQ Composite Index is calculated using all companies trading on the NASDAQ Global Select,
+NASDAQ Global Market and the NASDAQ Capital Markets. The Index is weighted by the current shares outstanding and assumes dividends reinvested. The NASDAQ Electronic Index, designated as the Company’s peer group index, is comprised of companies
+classified as electronic equipment manufacturers. 
+Cumulative Total Returns* 
+2009 
+2010 
+2011 
+2012 
+2013 
+2014 
+Astro-Med, Inc. 
+$ 
+100.00 
+$ 
+106.25 
+$ 
+111.21 
+$ 
+128.25 
+$ 
+166.61 
+$ 
+233.11 
+NASDAQ Electronic Index 
+$ 
+100.00 
+$ 
+155.20 
+$ 
+185.60 
+$ 
+177.86 
+$ 
+170.92 
+$ 
+214.92 
+(a) 
+NASDAQ Composite Index 
+$ 
+100.00 
+$ 
+146.80 
+$ 
+186.46 
+$ 
+196.20 
+$ 
+222.17 
+$ 
+298.68 
+(a) 
+* 
+Assumes $100 invested on February 1, 2009 with reinvestment of dividends 
+(a) 
+The data used was for the period ended December 31, 2013, the last day this data was available from NASDAQ 
+Dividend Policy 
+Astro-Med began a program of paying quarterly cash dividends in fiscal 1992 and has paid a dividend for 90 consecutive quarters. During
+fiscal 2014, we paid a quarterly dividend of $0.07 per share and anticipate that we will continue to pay comparable cash dividends on a quarterly basis. On December 18, 2012, the Board of Directors declared an additional cash dividend of $0.07
+per share paid on December 31, 2012. 
+Stock Repurchases 
+Pursuant to an authorization approved by Astro-Med’s Board of Directors in August 2011, the Company is currently authorized to repurchase up to 390,000 shares of common stock. This is an ongoing
+authorization without any expiration date. 
+14 
+Table of Contents 
+During the fourth quarter of fiscal 2014, the Company made the following repurchases of its
+common stock: 
+Total Number 
+of Shares 
+Repurchased 
+Average 
+Price paid 
+Per Share 
+Total Number of 
+Shares Purchased as 
+Part of
+Publicly 
+Announced Plans or 
+Programs 
+Maximum Number 
+of Shares That 
+May Be 
+Purchased 
+Under The Plans 
+or 
+Programs 
+November 3 – November 30 
+— 
+— 
+— 
+390,000 
+December 1 – December 28 
+— 
+— 
+— 
+390,000 
+December 29 – January 31 
+— 
+(a) 
+— 
+(a) 
+— 
+390,000 
+(a) 
+On January 7, 2014, an employee of the Company delivered 8,944 shares of the Company’s common stock to satisfy the exercise price for 13,250 stock options
+exercised. The shares delivered were valued at $12.93 per share and are included with treasury stock in the consolidated balance sheet. This transaction did not impact the number of shares authorized for repurchase under the Company’s current
+repurchase program. 
+Item 6. Selected Financial Data 
+We are a “smaller reporting company” and, as such, are not required to provide this information. 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
+Overview 
+Astro-Med is a multi-national enterprise, that designs, develops, manufactures, distributes and services a broad range of products that acquire, store, analyze and present data in multiple formats. The
+Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its products and services through the following two sales product groups:
+• 
+QuickLabel Systems Product Group (QuickLabel)—offers label printer hardware, labeling software, servicing contracts, and label and ink consumable
+products that digitally print color labels on a broad range of label and tag substrates. 
+• 
+Test and Measurement Product Group (T&M)—offers a suite of ruggedized printer products designed primarily for military and commercial
+aerospace applications to be used in the aerospace and defense industry to print weather maps, communications and other critical flight information. T&M also comprises a suite of telemetry recorder products sold to the aerospace and defense
+industries, as well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including automotive, energy, paper and steel fabrication. 
+On January 22, 2014, Astro-Med completed the acquisition of the ruggedized printer product line from Miltope Corporation (Miltope), a
+company of VT Systems, which is engaged in the design, development, manufacture and testing of ruggedized computers and computer peripheral equipment for military, industry and commercial applications. Astro-Med’s ruggedized printer product
+line is part of the Test & Measurement (T&M) product group and is reported as part of the T&M segment. The results of the Miltope’s ruggedized printer product line operations since the acquisition date have been included in the
+consolidated financial statements of the Company. 
+On January 31, 2013, the Company completed the sale of substantially
+all of the assets of its Grass Technologies Product Group (Grass) in order to focus on its existing core businesses. Grass manufactured polysomnography and electroenecephalography systems for both clinical and research use along with the related
+accessories and proprietary electrodes. Consequently, the Company has classified the results of operations of its Grass segment as discontinued operations for all periods presented. 
+Astro-Med markets and sells its products and services globally through a diverse distribution structure of direct sales personnel,
+manufacturer’s representatives and authorized dealers that deliver a full complement of branded products and services to customers in our respective markets. 
+15 
+Table of Contents 
+Our growth strategy centers on organic growth through product innovation made possible by
+research and development initiatives, as well as strategic acquisitions that fit into existing core businesses. Research and development activities are funded and expensed by the Company at approximately 7.4% of annual sales for fiscal 2014. We also
+continue to invest in sales and marketing initiatives by expanding the existing sales force and using various marketing campaigns to achieve our goals of sales growth and increased profitability notwithstanding today’s challenging economic
+environment. 
+Results of Operations 
+The following table presents the net sales of each of the Company’s segments, as well as the percentage of total sales and change from prior year. As previously noted, the Company’s Grass
+segment has been classified as a discontinued operation and therefore not presented in the table or discussion below. 
+($ in thousands) 
+2014 
+2013 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+% Change 
+Over Prior Year 
+Net 
+Sales 
+As a % of 
+Total Net Sales 
+T&M 
+$ 
+19,527 
+28.5 
+% 
+10.7 
+% 
+$ 
+17,636 
+28.8 
+% 
+QuickLabel 
+49,065 
+71.5 
+% 
+12.6 
+% 
+43,588 
+71.2 
+% 
+Total 
+$ 
+68,592 
+100.0 
+% 
+12.0 
+% 
+$ 
+61,224 
+100.0 
+% 
+Fiscal 2014 compared to Fiscal 2013 
+Astro-Med’s sales in fiscal 2014 were $68,592,000, a 12.0% increase as compared to prior year sales of $61,224,000. Domestic sales of $48,679,000 increased 9.1% from the prior year sales of
+$44,613,000. International sales of $19,913,000 includes an favorable impact of $227,000 due to foreign exchange rates and reflects a 19.9% increase as compared to the prior year. 
+Hardware sales in fiscal 2014 were $28,301,000, a 12.4% increase as compared to prior year’s sales of $25,169,000. Both product
+segments achieved double-digit growth in the current year, with QuickLabel’s hardware sales up 13.7% and T&M’s hardware sales up 11.7%. The primary drivers of this increase relate to increases in T&M’s Ruggedized and TMX
+product lines and increases in sales from QuickLabel’s new Kiaro! product line. The increase in the current year’s hardware sales was tempered by lower sales of QuickLabel’s Vivo! and Zeo! product lines as well as a decline in sales
+of T&M’s Dash recorder and data acquisition product lines. 
+Consumable sales in fiscal 2014 were $36,317,000,
+representing an 11.6% increase as compared to prior year sales of $32,540,000. The key driver of the overall increase in consumable sales for the current fiscal year was primarily traceable to the double-digit increase in both digital color printer
+supplies and label and tag product sales in the QuickLabel segment. The increase in consumable product sales for the current year was tempered by a 5.6% decline in sales of QuickLabel’s thermal transfer ribbon products. 
+Service and other sales revenue in fiscal 2014 were $3,974,000, a 13.1% increase compared to prior year sales of $3,515,000 due to
+increases in service and parts revenue. 
+The Company achieved $26,983,000 in gross profit for fiscal 2014 and generated a gross
+profit margin of 39.3%, an increase as compared to prior year’s gross profit margin of 38.8%. The increase in gross profit margin for the current year is due to favorable product mix. 
+Operating expenses for the current year were $25,450,000, representing a 22.3% increase from prior year’s operating expenses of
+$20,802,000. Specifically, selling and marketing expenses increased 19.0% from prior year to $14,774,000 in fiscal 2014, representing 21.5% of sales, an increase as compared to the prior year’s 20.3% of sales. The increase in selling and
+marketing was primarily the result of increases in personnel cost and marketing expenditures, as well as an increase in travel costs for the period. General and administrative (G&A) expenses increased 22.5% from prior year to $5,604,000 in
+fiscal 2014. The higher G&A expense in the current year as 
+16 
+Table of Contents 
+compared to the prior year was primarily due to the cost related to a non-compete agreement entered into with the Company’s former CEO, as well as an increase in wages and benefits and an
+increase in professional fees spending including professional fees associated with the Miltope acquisition. Funding of research & development (R&D) in fiscal 2014 has increased 32.9% to $5,072,000. The increase in R&D for fiscal 2014 is
+primarily due to increased costs related to outside R&D testing for the avionic printers for the current year and continued investments in the QuickLabel’s line of color printers. The R&D spending level for fiscal 2014 represents 7.4%
+of net sales, an increase as compared to prior year’s level of 6.2%. 
+Other expense in fiscal 2014 was $121,000 as
+compared to $41,000 in fiscal 2013. This increase for the current year is primarily the result of an increase in foreign exchange loss recognized in the current year. 
+Astro-Med’s fiscal 2014 pretax income was reduced by approximately $562,000 related to stock-based compensation expense as compared to fiscal 2013 pretax income, which was reduced by approximately
+$480,000 in stock-based compensation expense. 
+During fiscal 2014, the Company recognized income tax expense on income from
+continuing operations of $175,000 and had an effective tax rate of 12.4%. This compares to an income tax expense on income from continuing operations of $847,000 in fiscal 2013 and related effective tax rate of 29.4%. Included in the current year
+income tax expense is a benefit of $500,000 related to a ASC 740 adjustment as well as foreign and state rate adjustments. 
+Income from continuing operations for fiscal 2014 was $1,237,000, providing a return of 1.8% on sales and generating an EPS of $0.16 per
+diluted share and includes: (1) an expense of $359,000, equal to $0.05 per diluted share, related to a non-compete agreement entered into with the Company’s former CEO and (2) a net expense of $205,000, equal to $0.03 per diluted share, related
+to product replacement costs recognized in the first quarter pertaining to replacing components on certain of T&M’s ruggedized printers after the Company discovered that one of its suppliers was using a non-conforming part in certain
+models. On a comparative basis, fiscal 2013 income from continuing operations was $2,038,000, providing a return of 3.3% on sales and generating $0.27 per diluted share. 
+Discontinued Operation 
+On January 31, 2013, the Company completed the
+sale of substantially all of the assets of its Grass Technologies Product Group (Grass) for a purchase price of $18,600,000 of which $16,800,000 was recognized in fiscal 2013 and the remaining $1,800,000, which had been held in escrow at the closing
+date, has been recognized in fiscal 2014 as part of the gain on the sale of Grass. The Company has classified the results of operations of its Grass segment as discontinued operations for all periods presented. 
+Results for discontinued operations are as follows: 
+($ in thousands) 
+2014 
+2013 
+Net Sales 
+$ 
+8,401 
+$ 
+19,195 
+Gross Profit 
+$ 
+1,048 
+$ 
+10,123 
+Gain on Sale of Assets of Discontinued Operations 
+$ 
+1,800 
+$ 
+10,162 
+Income from Discontinued Operations, net of taxes 
+$ 
+1,975 
+$ 
+8,729 
+17 
+Table of Contents 
+Segment Analysis ($ in thousands) 
+Astro-Med reports two segments consistent with its sales product groups: Test & Measurement (T&M) and QuickLabel Systems
+(QuickLabel). Segment performance is evaluated based on the operating segment’s profit before corporate and financial administration expenses. 
+The following table summarizes selected financial information by segment. As previously noted, the Company’s Grass segment has been classified as a discontinued operation for all periods presented.
+($ in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit as 
+a % of Net Sales 
+2014 
+2013 
+2014 
+2013 
+2014 
+2013 
+T&M 
+$ 
+19,527 
+$ 
+17,636 
+$ 
+2,655 
+$ 
+3,109 
+13.6 
+% 
+17.6 
+% 
+QuickLabel 
+49,065 
+43,588 
+5,154 
+4,380 
+10.5 
+% 
+10.0 
+% 
+Total 
+$ 
+68,592 
+$ 
+61,224 
+7,809 
+7,489 
+11.4 
+% 
+12.2 
+% 
+Product Replacement Related Costs 
+672 
+— 
+Corporate Expenses 
+5,604 
+4,563 
+Operating Income 
+1,533 
+2,926 
+Other Expense, Net 
+121 
+41 
+Income from Continuing Operations Before Income Taxes 
+1,412 
+2,885 
+Income Tax Provision for Continuing Operations 
+175 
+847 
+Income from Continuing Operations 
+1,237 
+2,038 
+Income from Discontinued Operations, Net of Taxes 
+1,975 
+8,729 
+Net Income 
+$ 
+3,212 
+$ 
+10,767 
+Test & Measurement 
+T&M’s sales increased 10.7% in fiscal 2014 to $19,527,000 from $17,636,000 in the prior year. The increase is primarily due to
+the 19.8% growth in the Ruggedized printer product line due to the continued increase in contract sales. Also contributing to the increase in sales was the continued increase in demand for the TMX product line, as current year sales grew 19.3% as
+compared to the prior year. The current year sales increase is tempered by declining sales in the legacy data acquisition and recorder product lines as compared to the prior year. T&M’s segment operating profit was $2,655,000 in fiscal
+2014, reflecting a profit margin of 13.6%, a decline as compared to the prior year’s segment operating profit of $3,109,000 and related profit margin of 17.6%. The fiscal 2014 decrease in operating profit and related margin is due to product
+mix and higher R&D expenses. 
+QuickLabel Systems 
+QuickLabel Systems sales increased 12.5% in fiscal 2014 with sales of $49,065,000 compared to sales of $43,588,000 in the prior year. The
+increase in sales is due to both the hardware and consumables product lines which increased 13.7% and 11.6%, respectively, from the prior year. The increases are attributable to the increased demand for digital color printer supplies, as well as for
+label and tag products. Also contributing to the current quarter increase was the new Kario! product line sales, which more than doubled compared to the prior year. These sales increases were slightly tempered by the decrease in sales of the Vivo!
+and Zeo! product lines. QuickLabel’s current year’s segment operating profit was $5,154,000, reflecting a profit margin of 10.5%, an increase from prior year’s segment profit of $4,380,000 and related profit margin of 10.0%. The
+increase in QuickLabel’s current year’s segment operating profit and related margin is primarily due to higher sales and favorable product mix. 
+18 
+Table of Contents 
+Liquidity and Capital Resources 
+The Company expects to finance its future working capital needs, capital expenditures and acquisition requirements through internal funds
+and believes that cash provided by operations will be sufficient to meet our operating and capital needs for at least the next twelve months. To the extent our capital and liquidity requirements are not satisfied internally, we may utilize a $10.0
+million revolving bank line of credit, all of which is currently available. Borrowings under this line of credit bear interest at either a fluctuating rate equal to 75 basis points below the base rate, as defined in the agreement, or at a fixed rate
+equal to 150 basis points above LIBOR. 
+Astro-Med’s Statements of Cash Flows for the two years ended January 31, 2014
+and 2013 are included on page 37. Net cash flows used by operating activities was $3,567,000 in the current year compared to net cash provided by operating activities of $3,863,000 in the previous year. The decrease in net cash flow from operations
+for the current year is related to income tax payments made in connection with the gain on the sale of Grass Technologies, as well as increased working capital requirements, as both the accounts receivable and inventory balances increased during the
+current year. The accounts receivable collection cycle increased to 54 days sales outstanding at January 31, 2014 compared to 51 days outstanding at prior year end. Inventory days on hand increased to 113 days at the end of the
+current fiscal year from 109 days at prior year end. 
+Net cash flow used by investing activities for fiscal 2014 was
+$18,090,000, which includes $10,230,000 to purchase securities and $6,732,000 used for the acquisition of the ruggedized printer product line from Miltope. Cash used for investing activities for fiscal 2014 also included cash used for capital
+expenditures of approximately $1,128,000, including $647,000 for information technology, $202,000 for machinery and equipment, $165,000 for land and building improvements, $99,000 for tools and dies, and $15,000 for furniture and fixtures and other
+capital expenditures. 
+Included in net cash flow used by financing activities for fiscal 2014 were dividends paid of
+$2,103,000. Dividends paid in fiscal 2013 were $2,595,000. The Company’s annual dividend per share was $0.28 in fiscal 2014 and $0.35 in fiscal 2013. The Company has not repurchased any shares of its common stock in fiscal 2014; however, since
+the inception of the common stock buy back program in fiscal 1997, the Company has repurchased a total of 1,530,000 shares of its common stock. At January 31, 2014, the Company’s Board of Directors has authorized the purchase of an
+additional 390,000 shares of the Company’s common stock in the future. 
+Contractual Obligations, Commitments and Contingencies
+Astro-Med is subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a
+wide range of matters, such as: contract and employment claims; workers compensation claims; product liability claims; warranty claims; and claims related to modification, adjustment or replacement of component parts of units sold. While it is
+impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance,
+will not have a material adverse effect on our consolidated financial position or results of operations. It is possible, however, that results of operations for any particular future period could be materially affected by changes in our assumptions
+or strategies related to these contingencies or changes out of the Company’s control. 
+Critical Accounting Policies and Estimates
+Astro-Med’s discussion and analysis of financial condition and results of operations are based upon the
+Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of our accounting policies require the application of judgment in selecting the
+appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure
+that such judgments and estimates are reasonable for our 
+19 
+Table of Contents 
+interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as
+appropriate. If different conditions result from those assumptions used in our judgments, the results could be materially different from our estimates. We believe the following are our most critical accounting policies as they require significant
+judgments and estimates in the preparation of our financial statements: 
+Revenue Recognition : Our product sales are
+recognized when all of the following criteria have been met: persuasive evidence of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legal title and risk of loss have passed to the customer; and
+collectability is reasonably assured. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. Returns and customer credits are infrequent and are recorded as a
+reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. When a sale
+arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent multiple element arrangements. This evaluation occurs at inception of the arrangement and as each item in the
+arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar
+element is sold separately. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price
+for a deliverable is based on our vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. Revenue allocated to each element
+is then recognized when the basic revenue recognition criteria for that element have been met. The amount of product revenue recognized is affected by our judgments as to whether an arrangement includes multiple elements. 
+Astro-Med recognizes revenue for non-recurring engineering (NRE) fees, as necessary, for product modification orders upon completion of
+agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer
+acceptance for the specific milestone before recognizing revenue. 
+Infrequently, the Company receives requests from customers
+to hold product being purchased from us for the customers’ convenience. We recognize revenue for such bill and hold arrangements provided the transaction meets the following criteria: a valid business purpose for the arrangement exists; risk of
+ownership of the purchased product has transferred to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the product is ready for shipment; the payment terms are customary; we have no
+continuing performance obligation in regards to the product; and the product has been segregated from our inventories. 
+Warranty Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are
+recorded in cost of sales and general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that
+might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. We also periodically evaluate the adequacy of our reserves for warranty and bad debts recorded in its
+consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is
+required in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material
+adjustments in subsequent periods when the estimates are adjusted to the actual amounts. 
+Inventories: Inventories are
+stated at the lower of cost (first-in, first-out) or market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of
+analyzing the inventory supply on hand and estimating the 
+20 
+Table of Contents 
+net realizable value of the inventory based on historical experience, current business conditions and anticipated future sales. We believe that our procedures for estimating such amounts are
+reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual experience. 
+Income Taxes: A valuation allowance is established when it is “more-likely-than-not” that all or a portion of deferred tax assets will not be realized. A review of all available
+positive and negative evidence must be considered, including our performance, the market environment in which we operate, length of carryforward periods, existing sales backlog and future sales projections. If actual factors and conditions differ
+materially from the estimates made by management, the actual realization of the net deferred tax assets or liabilities could vary materially from the amounts previously recorded. At January 31, 2014, the Company has provided valuation
+allowances for future tax benefits resulting from certain R&D tax credits which could expire unused. 
+The calculation of
+tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions. Although guidance on the accounting for uncertain income taxes prescribes
+the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. If the ultimate resolution of tax uncertainties is different
+from what we have estimated, our income tax expense could be materially impacted. 
+Long-Lived Assets, Intangible Assets and
+Goodwill: The impairment of long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of
+recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on
+the fair value of the asset. 
+Management evaluates the recoverability of goodwill annually or more frequently if events or
+changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is first qualitatively assessed to determine
+whether further impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in
+management and strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two step
+process is then performed. Step one compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required to determine if there is an
+impairment of the goodwill. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill. We estimate the fair value of our reporting units using the income approach based upon a discounted cash flow
+model. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long–term operating cash flow performance. In addition, we use the market approach, which compares the
+reporting unit to publicly-traded companies and transactions involving similar business, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and estimates including future revenue,
+expenses, capital expenditures, and working capital, as well as discount factors and income tax rates. 
+Share-Based
+Compensation: Share-based compensation expense is based on the estimated fair value of the share-based award when granted. We have estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our
+estimate of share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the risk free interest rate and the Company’s dividend
+yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted average expected life of our options. Management evaluated whether there were factors during that
+period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms
+of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the 
+21 
+Table of Contents 
+expected risk tolerance of different option groups. The risk-free interest rate used in the model is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of
+the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requisite
+service. Our accounting for share-based compensation for restricted stock awards (“RSA”) and restricted stock units (“RSU”) is also based on the fair value method. The fair value of the RSUs and RSAs is based on the closing
+market price of the Company’s common stock on the grant date of the RSU or RSA. 
+Recent Accounting Pronouncements 
+Reference is made to Note 1 of our Consolidated Financial Statements included herein. 
+Item 7A. Quantitative and Qualitative Disclosures about Market Risk 
+The registrant is a smaller reporting company and is not required to provide this information. 
+22 
+Table of Contents 
+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 15(a)(1). 
+Item 9. Changes in and Disagreements with Accountants on
+Accounting and Financial Disclosure 
+The response to this item is included in the Company’s Current Report
+on Form 8-K dated July 10, 2013 and is incorporated herein by this reference. 
+Item 9A. Controls
+and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
+the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based
+on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective at January 31, 2014 to ensure that the information required to be disclosed in our Exchange
+Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow
+timely decisions regarding required disclosure. 
+Management’s Annual Report on Internal Control over Financial
+Reporting 
+The Company’s management is responsible for establishing and maintaining adequate internal control over
+financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its
+financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles. 
+Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
+to risk that controls may become inadequate because of changes in conditions, or the degree of compliance may deteriorate. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in the
+Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31, 2014. Based on this assessment, the principal executive officer and principal
+financial officer believe that as of January 31, 2014, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal
+control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in
+this annual report. 
+Changes in Internal Controls over Financial Reporting 
+There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have
+materially affected, or are reasonably likely to affect, our internal control over financial reporting. 
+Item 9B. Other Information 
+Nothing to Report 
+23 
+Table of Contents 
+PART III 
+Item 10. Directors, Executive Officers and Corporate Governance 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2014 annual meeting of
+shareholders. 
+The following sets forth certain information with respect to all executive officers of the Company. All officers
+serve at the pleasure of the Board of Directors. 
+Name 
+Age 
+Position 
+Gregory A. Woods 
+55 
+President, Chief Executive Officer and Director 
+Joseph P. O’Connell 
+70 
+Senior Vice President, Treasurer and Chief Financial Officer 
+Gordon Bentley 
+67 
+Vice President—Information Technology 
+Michael M. Morawetz 
+54 
+Vice President—International Branches 
+Stephen M. Petrarca 
+51 
+Vice President—Instrument Manufacturing 
+Erik J. Mancyak 
+38 
+Vice President and Corporate Controller 
+Eric E. Pizzuti 
+47 
+Vice President and General Manager—QuickLabel Systems 
+Michael J. Natalizia 
+50 
+Vice President and Chief Technology Officer 
+On December 2, 2013, the Board of Directors of Astro-Med appointed Mr. Woods as Chief Executive
+Officer of the Company, effective February 1, 2014 following the retirement of Mr. Everett Pizzuti. On January 27, 2014, the Board of Directors of Astro-Med also elected Mr. Woods as a director of the Company also effective
+February 1, 2014. Mr. Woods was previously the Executive Vice President and Chief Operating Officer of the Company from September 6, 2012 and was appointed President of the Company on August 29, 2013. Prior to joining Astro-Med,
+Mr. Woods held the positions of Managing Director of Medfield Advisors from 2010 to 2012, President of Performance Motion Devices from 2007-2010 and Chief Executive Officer of Control Technology Corporation from 2001 to 2007. 
+Mr. O’Connell joined the Company in 1996. He previously held senior financial management positions with Cherry Tree Products
+Inc., IBI Corporation and Avery Dennison Corporation. Mr. O’Connell is also Assistant Secretary of the Company. He was appointed to the position of Senior Vice President in 2007. 
+Mr. Bentley was appointed Vice President of Information Technology in 2007. He was previously Director of Information Technology and
+held other various operations positions since joining the Company in 1980. 
+Mr. Morawetz was appointed Vice President
+International Branches in 2006. He was previously the General Manager of Branch Operations for the Company’s German Subsidiary, having joined the Company in 1989. 
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in 1998. He 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. Mancyak was appointed Vice President of the Company in 2011. He also
+holds the position of Corporate Controller and Principal Accounting Officer to which he was appointed in 2009. He served as Assistant Corporate Controller of the Company from 2008 to 2009 and prior to that was an Accounting Manager of the Company
+beginning in 2005. Prior to 2005, Mr. Mancyak was Senior Treasury Analyst at American Power Conversion and an auditor at the international accounting firm of KPMG LLP. 
+Mr. Eric E. Pizzuti was appointed Vice President and General Manager of the Company’s QuickLabel System business segment on
+March 9, 2012. Prior to this appointment, Mr. Pizzuti held the position of Vice President and Worldwide Director of Sales for QuickLabel Systems from March 2010 and Worldwide Director of Sales from March 2006 through March 2010.
+Mr. Pizzuti has held various other positions since joining the Company in 1996. 
+24 
+Table of Contents 
+Mr. Natalizia was appointed Vice President and Chief Technology Officer of Astro-Med,
+Inc. on March 9, 2012. Prior to this appointment, Mr. Natalizia held the position of Director of Product Development of the Company since 2005. 
+Code of Ethics 
+The Company has adopted a Code of Ethics which applies to
+all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Corporate Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive
+Officer and Senior Financial Officers, which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K. A copy of the Code of Ethics will be provided to shareholders, without charge, upon request directed
+to Investor Relations or can be obtained on the Company’s website, (www.astro-medinc.com) , under the heading “Corporate Governance—Charters.” The Company will disclose any amendment to, or waiver of, a provision of the
+Codes for the CEO, CFO, Corporate Controller or persons performing similar functions by posting such information on its website and filing a Form 8-K as required under the rules of the NASDAQ Global Market. 
+Item 11. Executive Compensation 
+The response to this item is incorporated by reference to the Company’s definitive Proxy Statement for the 2014 Annual Meeting of
+Shareholders. 
+The information set forth under the heading “Compensation Committee Report” in the Company’s
+definitive Proxy Statement is furnished and shall not be deemed as filed for purposes of Section 18 of the Exchange Act, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. 
+Item 12. Security Ownership of Certain Beneficial Owners and Management and
+Related Stockholders Matters 
+The response to this item is incorporated by reference to the Company’s
+definitive Proxy Statement for the 2014 Annual Meeting of Shareholders. 
+Equity Compensation Plan Information
+The following table sets forth information about the Company’s equity compensation plans as of January 31, 2014:
+Plan Category 
+Number of Securities to 
+be Issued Upon Exercise 
+of 
+Outstanding Options, 
+Warrants and Rights 
+Weighted- 
+Average Exercise 
+Price of 
+Outstanding 
+Options, 
+Warrants
+and 
+Rights 
+Number of Securities 
+Remaining Available for 
+Future Issuances 
+Under 
+Equity Compensation Plans 
+Equity Compensation Plans Approved by Security Holders 
+780,099 
+(1) 
+$ 
+8.63 
+(2) 
+359,475 
+(3) 
+Equity Compensation Plans Not Approved by Security Holders 
+— 
+— 
+60,242 
+(4) 
+Total 
+780,099 
+(1) 
+$ 
+8.63 
+(2) 
+419,717 
+(1) 
+Includes 167,659 shares issuable upon exercise of outstanding options granted under the Company’s incentive stock option plans, 116,438 shares issuable upon
+exercise of outstanding options granted under the Company’s non-qualified stock option plans under which options may be granted to officers and key employees, 4,125 shares issuable upon exercise of outstanding stock options granted under the
+Astro-Med, Inc. Non-Employee Director Stock Option Plan, 448,425 shares issuable upon exercise of outstanding options granted and 61,452 restricted stock units outstanding under the Company’s 2007 Equity Incentive Plan (refer to Note 9
+“Shareholders’ Equity” in the Consolidated Financial Statements for a further discussion). 
+25 
+Table of Contents 
+(2) 
+Does not include restricted stock units. 
+(3) 
+Represents shares available for grant under the Astro-Med, Inc. 2007 Equity Incentive Plan. Excludes 45,044 shares issued pursuant to outstanding unvested restricted
+stock awards which are subject to forfeiture. 
+(4) 
+Represent shares available for purchase under the Employee Stock Purchase Plan. 
+Additional information regarding these equity compensation plans is contained in Note 9 to the Company’s Consolidated Financial Statements included in Item 15 hereto. 
+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 2014 Annual Meeting of
+Shareholders. 
+Item 14. Principal Accountant Fees and Services 
+The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2014
+Annual Meeting of Shareholders. 
+26 
+Table of Contents 
+PART IV 
+Item 15. Exhibits and Financial Statement Schedule 
+(a)(1) Financial Statements: 
+The following documents are included as part of this Annual Report filed on Form 10-K: 
+Page 
+Reports of Independent Registered Public Accounting Firms 
+31-32 
+Consolidated Balance Sheets as of January 31, 2014 and 2013 
+33 
+Consolidated Statements of Income—Years Ended January 31, 2014 and 2013 
+34 
+Consolidated Statements of Comprehensive Income—Years Ended January 31, 2014 and
+2013 
+35 
+Consolidated Statements of Changes in Shareholders’ Equity—Years Ended January 
+31, 2014 and 2013 
+36 
+Consolidated Statements of Cash Flows—Years Ended January 31, 2014 and 2013 
+37 
+Notes to Consolidated Financial Statements 
+38-57 
+(a)(2) Financial Statement Schedule: 
+Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 
+31, 2014 and 2013 
+58 
+27 
+Table of Contents 
+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. 
+(a)(3) Exhibits: 
+Exhibit 
+Number 
+(2.1) 
+Asset Purchase Agreement dated January 11, 2014 by and between Astro-Med, Inc. (the “Company”) and Miltope Corporation (d/b/a VT Miltope, a company of VT Systems), an
+Alabama corporation (the “Seller”), as amended by that Amendment to Asset Purchase Agreement dated January 22, 2014, by and between the Company and the Seller (filed as Exhibit No. 2.1 to the Company’s report on Form 8-K dated January
+22, 2014 and by this reference incorporated herein). 
+(2.2) 
+Asset Purchase Agreement dated January 5, 2013 by and among Astro-Med, Inc. (the “Company”), Grass Technologies Corporation (“Grass”) and Natus Medical
+Incorporated (“Natus”), as amended by First Amendment to Asset Purchase Agreement dated as of January 31, 2013, by and among the Company, Grass and Natus (filed as Exhibit No. 2.1 to the Company’s report on Form 8-K dated February 4,
+2013 and by this reference incorporated herein). 
+(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 as amended to date (filed as Exhibit No. 3B to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2008 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. 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.* 
+(10.2) 
+Astro-Med, Inc. Non-Employee Director Stock Plan filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-24123, and incorporated by reference
+herein.* 
+(10.3) 
+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.* 
+(10.4) 
+Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and
+incorporated by reference herein.* 
+(10.5) 
+Astro-Med, Inc. 2007 Equity Incentive Plan as filed as Appendix A to the Definitive Proxy Statement filed on Schedule 14A for the 2007 annual shareholders meeting and
+incorporated by reference herein.* 
+(10.6) 
+Astro-Med, Inc. Management Bonus Plan (Group III) filed on Form 8-K on April 9, 2013 and by this reference incorporated herein.* 
+(10.7) 
+Astro-Med, Inc. Management Bonus Plan—Vice President International Branches filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended
+January 31, 2009 and by this reference incorporated herein.* 
+(10.8) 
+Astro-Med, Inc. Non-Employee Directors Compensation Program filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2012 and by
+this reference incorporated herein.* 
+28 
+Table of Contents 
+Exhibit 
+Number 
+(10.9) 
+Form of Performance-Based Restricted Stock Unit Award Agreement filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended April 28, 2012 and
+by this reference incorporated herein.* 
+(10.10) 
+Transition Services Agreement dated January 5, 2013 by and between the Company and Natus, as amended by First Amendment to Transition Services Agreement dated as of January 31,
+2013, by and between the Company and Natus (filed as Exhibit No. 10.1 to the Company’s report on Form 8-K dated February 4, 2013 and by this reference incorporated herein). 
+(10.11) 
+Release and Non-Competition Agreement dated as of February 1, 2014 by and between the Company and Everett V. Pizzuti.* 
+(21) 
+List of Subsidiaries of the Company. 
+(23.1) 
+Consent of Wolf & Company, P.C. 
+(23.2) 
+Consent of Ernst & Young LLP. 
+(31.1) 
+Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(31.2) 
+Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+(32.1) 
+Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(32.2) 
+Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+(101) 
+The following materials from Registrant’s Annual Report on Form 10-K for the year ended January 31, 2014, formatted in XBRL (eXtensible Business Reporting
+Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity,
+(v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. Filed electronically herein. 
+* 
+Management contract or compensatory plan or arrangement. 
+29 
+Table of Contents 
+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) 
+Date: April 7, 2014 
+By: 
+/ S / G REGORY A.
+W OODS 
+(Gregory A. Woods, Chief Executive Officer) 
+Each person whose signature appears below constitutes and appoints each of Gregory A. Woods or Joseph P.
+O’Connell, or any of them, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resolution, for such person and in his name, place and stead, in any and all capacities in connection with the
+annual report on Form 10-K of Astro-Med, Inc. for the year ended January 31, 2014 to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, the Securities and
+Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
+and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute, may lawfully do or cause to be done by virtue hereof. 
+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 / G REGORY A.
+W OODS 
+Gregory A. Woods 
+President, Chief Executive Officer and Director (Principal Executive Officer) 
+April 7, 2014 
+/ S / J OSEPH P.
+O’C ONNELL 
+Joseph P. O’Connell 
+Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) 
+April 7, 2014 
+/ S / E RIK J.
+M ANCYAK 
+Erik J. Mancyak 
+Vice President and Corporate Controller (Principal Accounting Officer) 
+April 7, 2014 
+/ S / H ERMANN 
+V IETS 
+Hermann Viets 
+Chairman of the Board of Directors and Director 
+April 7, 2014 
+/ S / E VERETT V.
+P IZZUTI 
+Everett V. Pizzuti 
+Director 
+April 7, 2014 
+/ S / G RAEME 
+M AC L ETCHIE 
+Graeme MacLetchie 
+Director 
+April 7, 2014 
+/ S / M ITCHELL I.
+Q UAIN 
+Mitchell I. Quain 
+Director 
+April 7, 2014 
+/ S / H AROLD 
+S CHOFIELD 
+Harold Schofield 
+Director 
+April 7, 2014 
+30 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+The Board of Directors and Shareholders of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheet of
+Astro-Med, Inc. (the “Company”) as of January 31, 2014 and the related consolidated statements of income, comprehensive income, and changes in shareholders’ equity, and cash flows for the year then ended. Our audit also included
+the financial statement schedule listed in the index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements
+and schedule based on our audit. 
+We conducted our audit in accordance with the standards of the Public Company Accounting
+Oversight Board (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. We were not engaged to perform an audit of the
+Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of
+expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
+in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
+In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
+consolidated financial position of Astro-Med, Inc. as of January 31, 2014 and the consolidated results of its operations and its cash flows year in the period ended January 31, 2014, in conformity with U.S. generally accepted accounting
+principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. 
+/s/ Wolf & Company, P.C. 
+Boston,
+Massachusetts 
+April 7, 2014 
+31 
+Table of Contents 
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Board of Directors and Shareholders of 
+Astro-Med, Inc. 
+We have audited the accompanying consolidated balance sheet of Astro-Med, Inc. (the “Company”) as of January 31, 2013 and the related consolidated statements of income, comprehensive
+income, and changes in shareholders’ equity, and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the index at Item 15(a)(2) as it relates to the year ended January 31, 2013. These
+financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. 
+We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Company’s internal control over financial
+reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
+the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
+accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 
+In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated
+financial position of Astro-Med, Inc. as of January 31, 2013 and the consolidated results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the
+related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. 
+/s/ ERNST & YOUNG LLP 
+Providence, Rhode Island 
+April 8, 2013 
+32 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED BALANCE SHEETS 
+As of January 31, 2014 and 2013 
+(In Thousands, Except Share Data) 
+2014 
+2013 
+ASSETS 
+CURRENT ASSETS 
+Cash and Cash Equivalents 
+$ 
+8,341 
+$ 
+30,999 
+Securities Available for Sale 
+18,766 
+8,509 
+Accounts Receivable, net of reserves of $370 in 2014 and $345 in 2013 
+11,366 
+9,376 
+Inventories 
+15,178 
+11,179 
+Deferred Tax Assets 
+1,673 
+1,866 
+Restricted Cash 
+1,800 
+1,800 
+Line of Credit Receivable 
+240 
+300 
+Note Receivable 
+250 
+250 
+Asset Held for Sale 
+2,120 
+2,016 
+Prepaid Expenses and Other Current Assets 
+1,383 
+696 
+Current Assets of Discontinued Operations 
+3,917 
+3,131 
+Total Current Assets 
+65,034 
+70,122 
+PROPERTY, PLANT AND EQUIPMENT 
+Land and Improvements 
+873 
+1,233 
+Buildings and Improvements 
+10,341 
+9,791 
+Machinery and Equipment 
+23,746 
+22,862 
+34,960 
+33,886 
+Less Accumulated Depreciation 
+(27,368 
+) 
+(26,098 
+) 
+Total Property, Plant and Equipment, net 
+7,592 
+7,788 
+OTHER ASSETS 
+Goodwill 
+991 
+795 
+Note Receivable 
+440 
+756 
+Deferred Tax Asset 
+313 
+356 
+Identifiable Intangibles 
+3,400 
+— 
+Other 
+194 
+96 
+Total Other Assets 
+5,338 
+2,003 
+TOTAL ASSETS 
+$ 
+77,964 
+$ 
+79,913 
+LIABILITIES AND SHAREHOLDERS’ EQUITY 
+CURRENT LIABILITIES 
+Accounts Payable 
+$ 
+2,374 
+$ 
+1,938 
+Accrued Compensation 
+3,130 
+3,176 
+Other Accrued Expenses 
+2,310 
+3,164 
+Deferred Revenue 
+454 
+271 
+Income Taxes Payable 
+788 
+4,169 
+Current Liabilities of Discontinued Operations 
+836 
+807 
+Total Current Liabilities 
+9,892 
+13,525 
+Long Term Obligation 
+250 
+— 
+Deferred Tax Liabilities 
+77 
+111 
+Other Long Term Liabilities 
+1,131 
+1,289 
+Non-Current Liabilities of Discontinued Operations 
+— 
+1,151 
+TOTAL LIABILITIES 
+11,350 
+16,076 
+SHAREHOLDERS’ EQUITY 
+Preferred Stock, $10 Par Value, Authorized 100,000 shares, None Issued 
+— 
+— 
+Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 9,291,225 shares in 2014 and 9,031,756 shares in
+2013 
+465 
+452 
+Additional Paid-in Capital 
+41,235 
+38,786 
+Retained Earnings 
+37,201 
+36,092 
+Treasury Stock, at Cost, 1,730,042 shares in 2014 and 1,663,214 shares in 2013 
+(12,463 
+) 
+(11,666 
+) 
+Accumulated Other Comprehensive Income 
+176 
+173 
+Total Shareholders’ Equity 
+66,614 
+63,837 
+TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 
+$ 
+77,964 
+$ 
+79,913 
+See Notes to the Consolidated Financial Statements. 
+33 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF INCOME 
+For the years ended January 31 
+(In Thousands, Except Per Share Data) 
+2014 
+2013 
+Net Sales 
+$ 
+68,592 
+$ 
+61,224 
+Cost of Sales 
+41,609 
+37,496 
+Gross Profit 
+26,983 
+23,728 
+Costs and Expenses: 
+Selling and Marketing 
+14,774 
+12,412 
+Research and Development 
+5,072 
+3,816 
+General and Administrative 
+5,604 
+4,574 
+Operating Expenses 
+25,450 
+20,802 
+Operating Income 
+1,533 
+2,926 
+Other Income (Expense): 
+Investment Income 
+72 
+55 
+Other, Net 
+(193 
+) 
+(96 
+) 
+(121 
+) 
+(41 
+) 
+Income from Continuing Operations before Income Taxes 
+1,412 
+2,885 
+Income Tax Provision for Continuing Operations 
+175 
+847 
+Income from Continuing Operations 
+1,237 
+2,038 
+Income from Discontinued Operations, net of taxes of $777 in 2014 and $5,351 in 2013 
+1,975 
+8,729 
+Net Income 
+$ 
+3,212 
+$ 
+10,767 
+Net Income per Common Share—Basic: 
+From Continuing Operations 
+$ 
+0.17 
+$ 
+0.28 
+From Discontinued Operations 
+0.26 
+1.18 
+Net Income Per Common Share—Basic 
+$ 
+0.43 
+$ 
+1.46 
+Net Income per Common Share—Diluted: 
+From Continuing Operations 
+$ 
+0.16 
+$ 
+0.27 
+From Discontinued Operations 
+0.26 
+1.17 
+Net Income Per Common Share—Diluted 
+$ 
+0.42 
+$ 
+1.44 
+Weighted Average Number of Common Shares Outstanding—Basic 
+7,470 
+7,396 
+Dilutive effect of options outstanding 
+227 
+87 
+Weighted Average Number of Common Shares Outstanding—Diluted 
+7,697 
+7,483 
+Dividends Declared Per Common Share 
+$ 
+0.28 
+$ 
+0.35 
+See Notes to the Consolidated Financial Statements. 
+34 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
+For the years ended January 31 
+(In Thousands) 
+2014 
+2013 
+Net Income 
+$ 
+3,212 
+$ 
+10,767 
+Other Comprehensive Income (Loss), net of taxes and reclassification adjustments: 
+Foreign currency translation adjustments 
+(14 
+) 
+60 
+Unrealized gain (loss) on securities available for sale 
+17 
+(8 
+) 
+Other comprehensive income 
+3 
+52 
+Comprehensive Income 
+$ 
+3,215 
+$ 
+10,819 
+See Notes to the Consolidated Financial Statements. 
+35 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 
+For the years ended January 31 
+(In Thousands) 
+2014 
+2013 
+Common Stock: 
+Balance at beginning of year 
+$ 
+452 
+$ 
+448 
+Par value from the exercise of employee stock options 
+7 
+2 
+Employee option exercise and buyback 
+4 
+2 
+Restricted stock awards 
+2 
+— 
+Balance at end of year 
+$ 
+465 
+$ 
+452 
+Additional Paid-In Capital: 
+Balance at beginning of year 
+$ 
+38,786 
+$ 
+37,964 
+Proceeds from the exercise of employee stock options 
+1,116 
+233 
+Share-based compensation 
+562 
+480 
+Tax benefit (expense) of employee stock options 
+158 
+(68 
+) 
+Contribution of treasury shares to employee stock options plan 
+— 
+29 
+Employee option exercise and buyback 
+674 
+148 
+Restricted stock awards 
+(61 
+) 
+— 
+Balance at end of year 
+$ 
+41,235 
+$ 
+38,786 
+Retained Earnings: 
+Balance at beginning of year 
+$ 
+36,092 
+$ 
+27,920 
+Net income 
+3,212 
+10,767 
+Dividends paid 
+(2,103 
+) 
+(2,595 
+) 
+Balance at end of year 
+$ 
+37,201 
+$ 
+36,092 
+Treasury Stock: 
+Balance at beginning of year 
+$ 
+(11,666 
+) 
+$ 
+(10,790 
+) 
+Shares issued to employee stock ownership plan 
+— 
+70 
+Purchase of treasury stock 
+— 
+(770 
+) 
+Purchase of common stock from related parties 
+(797 
+) 
+(176 
+) 
+Balance at end of year 
+$ 
+(12,463 
+) 
+$ 
+(11,666 
+) 
+Accumulated Other Comprehensive Income: 
+Balance at beginning of year 
+$ 
+173 
+$ 
+121 
+Other comprehensive income 
+3 
+52 
+Balance at end of year 
+$ 
+176 
+$ 
+173 
+Total Shareholders’ Equity 
+$ 
+66,614 
+$ 
+63,837 
+See Notes to the Consolidated Financial Statements. 
+36 
+Table of Contents 
+ASTRO-MED, INC. 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+For the years ended January 31 
+(In Thousands) 
+2014 
+2013 
+Cash Flows from Operating Activities: 
+Net Income 
+$ 
+3,212 
+$ 
+10,767 
+Adjustments to Reconcile Net Income to Net Cash Provided (Used) By Operating Activities: 
+Gain on Disposal of Discontinued Operations 
+(1,800 
+) 
+(10,162 
+) 
+Depreciation and Amortization 
+1,279 
+1,331 
+Share-Based Compensation 
+562 
+480 
+Deferred Income Tax Benefit 
+(636 
+) 
+(548 
+) 
+Excess Tax Benefit From Share-Based Compensation 
+(158 
+) 
+— 
+Changes in Assets and Liabilities, Net of Impact of Acquisition and Divestiture: 
+Accounts Receivable 
+(2,588 
+) 
+(1,256 
+) 
+Inventories 
+(1,283 
+) 
+(240 
+) 
+Accounts Payable and Accrued Expenses 
+1,469 
+(763 
+) 
+Income Taxes Payable 
+(3,515 
+) 
+4,307 
+Other 
+(109 
+) 
+(53 
+) 
+Net Cash Provided (Used) by Operating Activities 
+(3,567 
+) 
+3,863 
+Cash Flows from Investing Activities: 
+Proceeds from Sales/Maturities of Securities Available for Sale 
+10,835 
+17,640 
+Purchases of Securities Available for Sale 
+(21,065 
+) 
+(14,825 
+) 
+Proceeds on the Sale of Grass 
+— 
+16,800 
+Line of Credit Issuance 
+— 
+(300 
+) 
+Additions to Property, Plant and Equipment 
+(1,128 
+) 
+(849 
+) 
+Acquisition of Miltope Ruggedized Printer Business 
+(6,732 
+) 
+— 
+Net Cash Provided (Used) by Investing Activities 
+(18,090 
+) 
+18,466 
+Cash Flows from Financing Activities: 
+Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans, Net of Payment of Minimum Tax
+Withholdings 
+944 
+232 
+Purchases of Treasury Stock 
+— 
+(770 
+) 
+Shares issued to ESOP 
+— 
+99 
+Excess Tax Benefit from Share-Based Compensation 
+158 
+— 
+Dividends Paid 
+(2,103 
+) 
+(2,595 
+) 
+Net Cash Used in Financing Activities 
+(1,001 
+) 
+(3,034 
+) 
+Net Increase (Decrease) in Cash and Cash Equivalents 
+(22,658 
+) 
+19,295 
+Cash and Cash Equivalents, Beginning of Year 
+30,999 
+11,704 
+Cash and Cash Equivalents, End of Year 
+$ 
+8,341 
+$ 
+30,999 
+Supplemental Information: 
+Cash Paid During the Period for: 
+Income Taxes, Net of Refunds 
+$ 
+5,085 
+$ 
+2,461 
+See Notes to the Consolidated Financial Statements. 
+37 
+Table of Contents 
+ASTRO-MED, INC. 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+January 31, 2014 and 2013 
+Note 1—Summary of Significant Accounting Policies 
+Basis of Presentation : The accompanying financial data has been prepared by us pursuant to the rules and
+regulations of the U.S. Securities and Exchange Commission (SEC) and is in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Our fiscal year end is January 31. Unless otherwise stated, all years and dates
+refer to our fiscal year. 
+On January 31, 2013, we completed the sale of substantially all of the assets of our Grass
+Technologies Product Group. Consequently, we have classified the results of operations of the Grass Technologies Product Group as discontinued operations for all periods presented. Refer to Note 19, “Discontinued Operations,” for further
+discussion. 
+Principles of Consolidation: The consolidated financial statements include the accounts of Astro-Med,
+Inc. and its subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. 
+Reclassification: Certain amounts in prior year’s financial statements have been reclassified to conform to the current
+year’s presentation. 
+Use of Estimates: The presentation of financial statements in conformity with U.S. GAAP
+requires management to make estimates and assumptions that affect these financial statements and accompanying notes. Some of the more significant estimates relate to the allowances for doubtful accounts and credits, inventory valuation, valuation
+and estimated lives of intangible assets, impairment of long-lived assets and goodwill, income taxes, share-based compensation 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.
+Cash and Cash Equivalents: Highly liquid investments with an original maturity of 90 days or less are considered
+to be cash equivalents. Similar investments with original maturities beyond three months are classified as securities available for sale. Cash of $2,544,000 and $1,157,000 was held in foreign bank accounts at January 31, 2014 and 2013,
+respectively. 
+Securities Available for Sale: Securities available for sale are carried at fair value based on
+quoted market prices, where available. The difference between cost and fair value, net of related tax effects, is recorded as a component of accumulated other comprehensive income in shareholders’ equity. 
+Property, Plant and Equipment: Property, plant and equipment are stated at cost less accumulated depreciation. 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). Depreciation expense was
+$1,279,000 for fiscal 2014 and $1,331,000 for 2013. 
+Revenue Recognition: Astro-Med’s product sales are
+recognized when all of the following criteria have been met: persuasive evidence of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legal title and risk of loss have passed to the customer; and
+collectability is reasonably assured. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer
+acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales while
+related shipping and handling costs are included in cost of sales. 
+The majority of our equipment contains embedded operating
+systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as
+compared to those of the 
+38 
+Table of Contents 
+hardware system. Therefore, the Company’s hardware appliances are considered non-software elements and are not subject to the industry-specific software revenue recognition guidance.
+Our multiple-element arrangements are generally comprised of a combination of equipment, software, installation and/or
+training services. Hardware and software elements are typically delivered at the same time and revenue is recognized when all the revenue recognition criteria for each unit are met. Delivery of installation and training services will vary based on
+certain factors such as the complexity of the equipment, staffing availability in a geographic location and customer preferences, and can range from a few days to a few months. Service revenue is deferred and recognized over the contractual period
+or as services are rendered and accepted by the customer. 
+We have evaluated the deliverables in our multiple-element
+arrangements and concluded that they are separate units of accounting if the delivered item or items have value to the customer on a standalone basis and delivery or performance of the undelivered item(s) is considered probable and substantially in
+our control. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a
+deliverable is based on vendor specific objective evidence (VSOE) if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE nor TPE is available. Revenue allocated to
+each element is then recognized when the basic revenue recognition criteria for that element have been met. 
+Infrequently,
+Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE
+arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue. NRE fees have not been significant in the periods presented
+herein. 
+Infrequently, Astro-Med receives requests from customers to hold product purchased from us for the customer’s
+convenience. Revenue is recognized for such bill and hold arrangements in accordance with the requirements of SAB No. 104 which requires, among other things, the existence of a valid business purpose for the arrangement; the transfer of
+ownership of the purchased product; a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the readiness of the product for shipment; the use of customary payment terms; no continuing performance obligation
+by us; and segregation of the product from our inventories. 
+Research and Development Costs: The Company
+complies with the guidance provided in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) FASB 730, “Research and Development” by charging any costs to expense when
+incurred, as well as by disclosing in the financial statements the amount of Research & Development charged to expense. These charges include: salaries and benefits, external engineering service costs, engineering related information costs
+and supplies. The Company also complies with ASC 985-20, “Costs of Computer Software to be Sold, Leased or Marketed” and ASC 350-40, “Internal-Use Software” in accounting for the costs
+of software either developed or acquired. 
+Foreign Currency: The financial statements of foreign subsidiaries are
+measured using the local currency as the functional currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars at year-end exchange rates with the translation adjustment recorded as a component of accumulated
+comprehensive income in shareholders’ equity. Revenues and costs are translated at average exchange rates during the year. We do not provide for U.S. income taxes on foreign currency translation adjustments associated with our German subsidiary
+since its undistributed earnings are considered to be permanently invested. Our net foreign exchange losses were $190,000 and $158,000 for fiscal 2014 and 2013, respectively. 
+Advertising: Astro-Med expenses advertising costs as incurred. Advertising costs including advertising production, trade shows and other activities are designed to enhance demand for our
+products and amounted to approximately $1,236,000 and $750,000 in fiscal 2014 and 2013, respectively. 
+Health Insurance
+Reimbursement Reserve: Astro-Med reimburses a portion of employee health insurance deductibles and co-payments. The total reimbursement amounted to approximately $201,000 and $313,000 in 2014 and 2013, respectively. We accrued approximately
+$75,000 and $100,000 at January 31, 2014 and 2013, respectively, for estimated outstanding reimbursements due to employees, including a reserve for incurred but not reported amounts. 
+39 
+Table of Contents 
+Long-Lived Assets: Long-lived assets to be held and used are reviewed for
+impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable in accordance with the guidance provided in ASC 360, “Property, Plant and Equipment.” Determination of
+recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on
+the fair value of the asset. 
+In 2013, we recognized an impairment of $779,000 related to the Grass Technologies Product
+Group‘s manufacturing facilities located in Rockland, Massachusetts. This impairment was included as part of the Income from Discontinued Operations in the accompanying consolidated statement of income for the period ended January 31,
+2013. Refer to Note 19, “Discontinued Operations,” for further discussion. 
+Intangible Assets: Intangible
+assets include the value of customer relationships and backlog rights acquired in connection with business acquisitions and are recorded at fair value as determined by the Company. These intangible assets have a definite life and are amortized over
+the assets useful life using a systematic and rational basis which is representative of the asset’s use. Intangible assets with a definite life are tested for impairment whenever events or circumstances indicate that the carrying amount of an
+asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The amount of the impairment loss
+recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. For both 2014 and 2013, there were no impairment charges for intangible assets.
+Goodwill: Management evaluates the recoverability of goodwill annually or more frequently if events or changes in
+circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is first qualitatively assessed to determine whether
+further impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and
+strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two step process is then
+performed. Step one compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required to determine if there is an impairment of the
+goodwill. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill. We estimate the fair value of our reporting units using the income approach based upon a discounted cash flow model. We believe
+that this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long–term operating cash flow performance. In addition, the Company uses the market approach, which compares the reporting
+unit to publicly-traded companies and transactions involving similar business, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and estimates including future revenue, expenses,
+capital expenditures, and working capital, as well as discount factors and income tax rates. 
+We performed a qualitative
+assessment for our 2014 analysis of goodwill. Based on this assessment, management does not believe that it is more likely than not that the carrying value of the reporting units exceed their fair values. Accordingly, no further testing was
+performed as management believes that there are no impairment issues in regards to goodwill at this time. 
+Income
+Taxes: Astro-Med uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and tax basis of the assets and
+liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more-likely-than-not that some portion or all of the deferred
+tax assets will not be realized. At January 31, 2014 and 2013, a valuation allowance was provided for deferred tax assets attributable to certain state R&D credit carryforwards. 
+40 
+Table of Contents 
+Astro-Med accounts for uncertain tax positions in accordance with the guidance provided in
+ASC 740, “Accounting for Income Taxes.” This guidance describes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return and requires
+recognition of tax benefits that satisfy a more-likely-than-not threshold. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. 
+Net Income Per Common Share: Net income per common share has been computed and presented in accordance with the guidance
+provided in ASC 260, “Earnings per Share.” Basic net income per share is based on the weighted average number of shares outstanding during the period. Diluted net income per share is based on the basic weighted average number of shares and
+potential common equivalent shares for stock options, restricted stock awards and restricted stock units outstanding during the period using the treasury stock method. In fiscal years 2014 and 2013, there were 126,800 and 583,512 common equivalent
+shares that were not included in the computation of diluted net income per common share because their inclusion would be anti-dilutive. 
+Allowance for Doubtful Accounts: In circumstances where we are aware of a customer’s inability to meet its financial obligations, an allowance is established. The majority of accounts are
+individually evaluated on a regular basis and allowances are established to state such receivables at their net realizable value. The remainder of the allowance is based upon historical write-off experience and current market assessments.
+Fair Value of Financial Instruments: Our financial instruments consist of cash and cash equivalents, investment
+securities, accounts receivable, a note receivable, a line of credit receivable and accounts payable. The carrying amount reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable
+approximates fair value due to the short-term nature of these items. Investment securities, all of which are available for sale, are carried in the consolidated balance sheets at fair value based on quoted market prices, when available. The note
+receivable is carried in the consolidated balance sheets at fair value based on the present value of the discounted cash flows over the life of the note. 
+Share-Based Compensation : We account for share based awards granted to employees and directors using the FASB guidance included in ASC 718, “Stock Compensation.” Effective as of
+February 1, 2006, we adopted the “modified prospective” transition method provided in ASC 718. Under this method, share-based compensation is recognized in the consolidated statement of operation for share-based payment awards granted
+prior to, but not yet vested as of February 1, 2006, based on the grant date fair value estimated in accordance with prior authoritative guidance and for share-based payment awards granted subsequent to February 1, 2006, based on the grant
+date fair value estimated in accordance with the provisions of ASC 718. 
+In accordance with ASC 718, share-based compensation
+expense is based on the estimated fair value of the share-based award when granted to an employee or director. We have estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of
+share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the risk-free interest rate and the Company’s dividend yield. The
+stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted average expected life of our options. Management evaluated whether there were factors during that period
+which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior
+grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for bonds
+matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee
+does not render the requested service. Our accounting for share-based compensation for restricted stock awards (“RSA”) and restricted stock units (“RSU”) is also based on the fair value method. The fair value of the RSUs and RSAs
+is based on the closing market price of the Company’s common stock on the grant date of the RSU or RSA. 
+The cash flow
+from the tax benefits that are a result of tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) are classified as a cash inflow from financing activities and a
+41 
+Table of Contents 
+cash outflow from operating activity in accordance with the guidance provided by ASC 718. Tax deductions from certain stock option exercises are treated as being realized when they reduce taxes
+payable in accordance with relevant tax law. 
+Recent Accounting Pronouncements: 
+Income Taxes 
+In July
+2013, the FASB issued Accounting Standard Update (“ASU”) 2013-11, “Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward
+Exists,” which requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a
+tax credit carryforward. To the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a
+liability. This ASU is effective for annual and interim periods beginning after December 15, 2013, with early adoption permitted. The Company does not expect that the adoption of this guidance will have a material effect on the Company’s
+financial position or results of operations. 
+Comprehensive Income 
+In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of
+Accumulated Other Comprehensive Income,” which requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face
+of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP
+to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures
+required under U.S. GAAP that provide additional detail on these amounts. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. We have adopted this guidance in the first quarter ended May 4, 2013
+and have provided the disclosure required in Note 8. Since ASU 2013-02 only impacts presentation and disclosure requirements, the adoption of this guidance did not have a material impact on the Company’s financial position or results of
+operations. 
+Note 2—Acquisition 
+On January 22, 2014, Astro-Med completed the acquisition of the Ruggedized Printer Product line from Miltope
+Corporation (Miltope), a company of VT Systems, which is engaged in the design, development, manufacture and testing of ruggedized computers and computer peripheral equipment for military, industry and commercial applications. Astro-Med’s
+ruggedized printer product line is part of the Test & Measurement (T&M) product group and is reported as part of the T&M segment. The results of the Miltope’s ruggedized printer product line operations have been included in the
+consolidated financial statements of the Company since the acquisition date. 
+The purchase price of the acquisition was
+$6,732,000 which was funded using existing cash on hand. Of the $6,732,000 purchase price, $500,000 will be held in escrow for twelve months following the acquisition date to provide an indemnity to the Company in the event of any breach in the
+representation, warranties and covenants of Miltope. The assets acquired consist of all of the assets of the Miltope ruggedized printer product line excluding plant and equipment and personnel. Acquisition related costs of approximately $90,000 are
+included in the general and administrative expenses in the Company’s consolidated statement of income for the fiscal year ended January 31, 2014. The acquisition was accounted for under the acquisition method in accordance with the
+guidance provided by FASB ASC 805, “Business Combinations.” 
+As part of the acquisition, Miltope and Astro-Med have
+entered into a manufacturing services agreement under which Miltope will provide transition services and continue to manufacture printers for Astro-Med for up to six months until the Company transitions the manufacturing to its West Warwick, Rhode
+Island facility. 
+42 
+Table of Contents 
+The purchase price of the acquisition has been allocated on the basis of the estimated fair
+value as follows: 
+(In thousands) 
+Accounts Receivable 
+$ 
+713 
+Inventories 
+2,503 
+Identifiable Intangible Assets 
+3,400 
+Goodwill 
+196 
+Warranty Reserve 
+(80 
+) 
+Total Purchase Price 
+$ 
+6,732 
+Goodwill of $196,000, which is deductible for tax purposes, represents the excess of the purchase price
+over the estimated fair value assigned to the tangible and identifiable intangible assets acquired and liabilities assumed from Miltope. The carrying amount of the goodwill was allocated to the T&M segment of the Company. 
+The following table reflects the fair value of the acquired identifiable intangible assets and related estimated useful lives: 
+(In thousands) 
+Fair 
+Value 
+Useful Life 
+(Years) 
+Customer Contract Relationships 
+$ 
+3,100 
+10 
+Backlog 
+300 
+1 
+Total 
+$ 
+3,400 
+No amortization expense has been included in the income statement for fiscal 2014 in regards to the above
+acquired intangibles. 
+Estimated amortization expense for the next five years is as follows: 
+(In thousands) 
+2015 
+2016 
+2017 
+2018 
+2019 
+Estimated amortization expenses 
+$ 
+702 
+$ 
+357 
+$ 
+349 
+$ 
+331 
+$ 
+278 
+The following unaudited pro forma information assumes the acquisition of Miltope occurred on either
+February 1, 2013 or 2012. This information has been prepared for informational purposes only and does not purport to represent the results of operations that would have happened had the acquisition occurred as of the date indicated, nor of
+future results of operations. 
+Years Ended 
+January 31 
+(In thousands) 
+2014 
+2013 
+Net Revenue 
+$ 
+75,362 
+$ 
+69,453 
+The impact on net income and earnings per share would not have been material to the Company in either
+year. 
+Note 3—Securities Available for Sale 
+Pursuant to our investment policy, securities available for sale include state and municipal securities with various
+contractual or anticipated maturity dates ranging from one month to three years. These securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income, net of taxes in
+shareholders’ equity until realized. Realized gains and losses from the sale of available for sale securities, if any, are determined on a specific identification basis. A decline in the fair value of any available for sale security below cost
+that is determined to be other than temporary will result in a write-down of its carrying amount to fair value. No such impairment charges were recorded for any period presented. All short-term investment securities have original maturities greater
+than 90 days. 
+43 
+Table of Contents 
+The fair value, amortized cost and gross unrealized gains and losses of the securities are
+as follows: 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+(In thousands) 
+January 31, 2014 
+State and Municipal Obligations 
+$ 
+18,729 
+$ 
+37 
+$ 
+— 
+$ 
+18,766 
+Amortized 
+Cost 
+Gross 
+Unrealized 
+Gains 
+Gross 
+Unrealized 
+Losses 
+Fair Value 
+January 31, 2013 
+State and Municipal Obligations 
+$ 
+8,499 
+$ 
+10 
+$ 
+— 
+$ 
+8,509 
+The contractual maturity dates of these securities are as follows: 
+January 31, 
+2014 
+2013 
+(In thousands) 
+Less than one year 
+$ 
+11,439 
+$ 
+5,986 
+One to three years 
+7,327 
+2,523 
+$ 
+18,766 
+$ 
+8,509 
+Actual maturities are expected to differ from contractual dates as a result of sales or earlier issuer
+redemptions. 
+Note 4—Inventories 
+Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and
+manufacturing overhead. The components of inventories are as follows: 
+2014 
+2013 
+(In thousands) 
+Materials and Supplies 
+$ 
+10,722 
+$ 
+7,419 
+Work-in-Progress 
+852 
+590 
+Finished Goods 
+6,798 
+5,953 
+18,372 
+13,962 
+Inventory Reserve 
+(3,194 
+) 
+(2,783 
+) 
+Balance at January 31 
+$ 
+15,178 
+$ 
+11,179 
+The balance of inventory at January 31, 2014 includes $2,500,000 of inventory related to the acquisition
+of Miltope. 
+Included within finished goods inventory is $767,000 and $812,000 of demonstration equipment at January 31,
+2014 and 2013, respectively. 
+44 
+Table of Contents 
+Note 5—Accrued Expenses 
+Accrued expenses consisted of the following: 
+January 31, 
+2014 
+2013 
+(In thousands) 
+Product replacement cost reserve 
+$ 
+480 
+$ 
+— 
+Reserve for cash in escrow 
+— 
+1,800 
+Warranty 
+355 
+350 
+Professional fees 
+269 
+174 
+Executive retirement package 
+250 
+— 
+Health insurance reimbursement reserve 
+75 
+100 
+Dealer commissions 
+55 
+91 
+Other 
+826 
+649 
+$ 
+2,310 
+$ 
+3,164 
+Note 6—Line of Credit 
+On January 15, 2014, the Company amended its agreement with Wells Fargo Bank to increase the existing line of
+credit from $5,000,000 to $10,000,000. Borrowings under this line of credit bear interest at either a fluctuating 75 basis points below the base rate, as defined in the agreement, or at a fixed rate 150 basis points above LIBOR. At January 31,
+2014, there were no borrowings against this line and the entire line is currently available. 
+Note 7—Note Receivable and Revolving Line of Credit Issued 
+On January 30, 2012, we completed the sale of our label manufacturing operations in Asheboro, North Carolina to
+Label Line Ltd. The net sales price of $1,000,000 was received in the form of a promissory note issued by Label Line Ltd. and is fully secured by a first lien on various collateral, including the Asheboro plant and plant assets. The note bears
+interest at the United States prime rate as of January 30, 2013 plus 50 basis points (3.75% at January 31, 2014) and is payable in sixteen quarterly installments of principal and interest commencing on January 30, 2013. The Note Receivable
+is disclosed at its present value on the accompanying consolidated balance sheets. As of January 31, 2014, $690,000 remains outstanding on this note. 
+The terms of the Asheboro sale also included an agreement for Astro-Med to provide Label Line Ltd. with additional financing in form of a revolving line of credit in the amount of $600,000, which is fully
+secured by a first lien on various collateral, including the Asheboro plant and plant assets. This line of credit bears interest at a rate equal to the United States prime rate plus an additional margin of two percent of the outstanding credit
+balance (5.25% at January 31, 2014). Although the initial term was for a period of one-year from the date of the sale, the agreement has been extended through January 31, 2015. As of January 31, 2014, $240,000 remains outstanding on this
+revolving line of credit. 
+45 
+Table of Contents 
+Note 8—Accumulated Other Comprehensive Income 
+The changes in the balance of accumulated other comprehensive income by component are as follows: 
+(In thousands) 
+Foreign Currency 
+Translation 
+Adjustments 
+Unrealized Holding Gain 
+on Available for 
+Sale Securities 
+Total 
+Balance at January 31, 2012 
+$ 
+106 
+$ 
+15 
+$ 
+121 
+Other Comprehensive Income (Loss) 
+60 
+(8 
+) 
+52 
+Amounts reclassified to Net Income 
+— 
+— 
+— 
+Net Other Comprehensive Income (Loss) 
+60 
+(8 
+) 
+52 
+Balance at January 31, 2013 
+166 
+7 
+173 
+Other Comprehensive Income (Loss) 
+(14 
+) 
+17 
+3 
+Amounts Reclassified to Net Income 
+— 
+— 
+— 
+Net Other Comprehensive Income (Loss) 
+(14 
+) 
+17 
+3 
+Balance at January 31, 2014 
+$ 
+152 
+$ 
+24 
+$ 
+176 
+The amounts presented above in other comprehensive income are net of taxes. 
+Note 9—Shareholders’ Equity 
+The number of shares issued of common stock is summarized below: 
+2014 
+2013 
+Balance at beginning of year 
+9,031,756 
+8,956,488 
+Exercise of employee stock options 
+210,790 
+66,313 
+Restricted stock vesting 
+42,325 
+— 
+Shares issued to employee stock purchase plan 
+3,989 
+5,976 
+Share-based compensation 
+2,365 
+2,979 
+Balance at end of year 
+9,291,225 
+9,031,756 
+Common Stock : During fiscal 2014 the Company did not repurchase any shares of its common stock
+under the Company’s repurchase program. The Company purchased 110,000 shares of its common stock for $770,000 in fiscal 2013. As of January 31, 2014, the Company’s Board of Directors has authorized the purchase of up to an additional
+390,000 shares Company’s common stock on the open market or in privately negotiated transactions. 
+During fiscal 2014 and
+2013, certain of the Company’s employees delivered a total of 66,828 and 20,938 shares respectively, of the Company’s common stock to satisfy the exercise price for stock options exercised and related taxes. The shares delivered were
+valued at a total of $797,000 and $176,000, respectively and are included with the treasury stock in the accompanying consolidated balance sheet at January 31, 2014 and 2013. These transactions did not impact the number of shares authorized for
+repurchase under the Company’s current repurchase program. 
+Astro-Med maintains the following benefit plans involving its
+common stock: 
+Stock Plans: Astro-Med has one equity incentive plan (the “Plan”) under which incentive
+stock options, non-qualified stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and other equity based awards may be granted to officers and certain employees. An aggregate of 1,000,000 shares were
+authorized for awards under the Plan. At January 31, 2014, 359,475 shares were available for grant under the Plan. Options granted to employees vest over four years. The exercise price of each stock option will be established at the discretion
+of the Compensation Committee; however, any incentive stock options granted must be at an exercise price of not less than fair market value at the date of grant. In fiscal year 2013, a portion of the Company’s executive’s long-term
+incentive compensation was awarded in the form of RSUs. The 2013 RSUs are earned if the Company achieves specific thresholds of net sales and annual operating income as established under 
+46 
+Table of Contents 
+the fiscal 2013 Domestic Management Bonus Plan and vest fifty percent on the first anniversary of the grant date and fifty percent on the second anniversary of the grant date provided that the
+grantee is employed on each vesting date by Astro-Med or an affiliate company. All such RSUs were earned in fiscal 2013 and fifty percent vested in March 2013; the balance will vest in March 2014, subject to the grantee’s continued employment.
+In April 2013, the Company granted options and RSUs to officers (“2014 RSUs”). Each 2014 RSU will be earned and vest as follows: twenty-five percent of the 2014 RSU vests on the third anniversary of the grant date, fifty percent of the
+2014 RSU vests upon the Company achieving its cumulative budgeted net sales target for fiscal years 2014 through 2016 (the “Measurement Period”), and twenty-five percent of the total 2014 RSU vests upon the Company’s achieving a
+target average annual ORONA (operating income return on net assets as calculated under the Domestic Management Bonus Plan) for the Measurement Period. The grantee may not sell, transfer or otherwise dispose of more than fifty percent of the common
+stock issued upon vesting of the RSU until the first anniversary of the vesting date. 
+The Plan provides for an automatic
+annual grant of ten-year options to purchase 5,000 shares of stock to each non-employee director upon the adjournment of each shareholders’ meeting. Each such option is exercisable at the fair market value as of the grant date and vests
+immediately prior to the next succeeding shareholders’ meeting. During fiscal 2014 and 2013, 20,000 options, were awarded each year to non-employee directors pursuant to the Plan. In addition to the automatic option grant under Plan, the
+Company has a Non-Employee Director Annual Compensation Program (the “Program”) which provides that each non-employee director is entitled to an annual cash retainer of $7,000 (the “Cash Retainer”), plus $500 for each Board and
+committee meeting attended. The non-employee director may elect for any fiscal year to receive all or a portion of the Cash Retainer in the form of common stock of the Company, which will be issued under the Plan. If a non-employee director elects
+to receive all or a portion of the Cash Retainer in the form of common stock, such shares shall be issued in four quarterly installments on the first day of each fiscal quarter, and the number of shares of common stock to be issued shall be based on
+the fair market value of such common stock on the date such installment is payable. The common stock received in lieu of such Cash Retainer will be fully vested. However, a non-employee director who receives common stock in lieu of all or a portion
+of the Cash Retainer may not sell, transfer, assign, pledge or otherwise encumber the common stock prior to the first anniversary of the date on which such shares were issuable. In the event of the death or disability of a nonemployee director, or a
+change in control of the Company, any shares of common stock issued in lieu of such Cash Retainer, shall no longer be subject to such restrictions on transfer. 
+In addition, under the Program, each non-employee director receives RSAs with a value equal to $20,000 (the “Equity Retainer”) upon adjournment of each annual shareholders meeting. If a
+non-employee director is first appointed or elected to the Board of Directors effective on a date other than at the annual shareholders meeting, on the date of such appointment or election, the director shall receive a pro rata award of restricted
+common stock having a value based on the number of days remaining until the next annual meeting. The Equity Retainer will vest on the earlier of 12 months after the grant date or the date immediately prior to the next annual meeting of the
+shareholders following the meeting at which such RSAs were granted. However, a non-employee director may not sell, transfer, assign, pledge or otherwise encumber the vested common stock prior to the second anniversary of the vesting date. In the
+event of the death or disability of a non-employee director, or a change in control of the Company, the RSAs shall immediately vest and shall no longer be subject to such restrictions on transfer. 
+47 
+Table of Contents 
+Stock Options: 
+Aggregated information regarding stock options granted under the Plan is summarized below: 
+Number 
+of Shares 
+Option Price 
+Per Share 
+Weighted Average 
+Option Price Per 
+Share 
+Options Outstanding, January 31, 2013 
+916,612 
+$ 
+2.40-11.90 
+$ 
+8.46 
+Options Granted 
+56,800 
+$ 
+10.50-10.60 
+$ 
+10.54 
+Options Exercised 
+(210,790 
+) 
+$ 
+2.40-11.90 
+$ 
+8.33 
+Options Expired 
+(25,975 
+) 
+$ 
+2.40-11.90 
+$ 
+9.42 
+Options Outstanding, January 31, 2014 
+736,647 
+$ 
+5.78-11.90 
+$ 
+8.63 
+Options Exercisable, January 31, 2014 
+570,324 
+$ 
+5.78-11.90 
+$ 
+8.57 
+Set forth below is a summary of options outstanding at January 31, 2014: 
+Outstanding 
+Exercisable 
+Range of 
+Exercise prices 
+Options 
+Weighted Average 
+Exercise Price 
+Remaining 
+Contractual Life 
+Options 
+Weighted Average 
+Exercise Price 
+$5.78-8.73 
+500,422 
+$ 
+7.66 
+4.7 
+390,299 
+$ 
+7.57 
+$8.74-11.90 
+236,225 
+$ 
+10.68 
+4.7 
+180,025 
+$ 
+10.73 
+736,647 
+570,324 
+The fair value of each stock option granted was estimated on the grant date using the Black-Scholes
+option-pricing model with the following weighted average assumptions: 
+Years Ended January 31, 
+2014 
+2013 
+Risk-free interest rate 
+0.81%-0.84% 
+0.62%-1.20% 
+Expected life (years) 
+5 
+5 
+Expected volatility 
+38.07%-38.46% 
+38.74%-39.46% 
+Expected dividend yield 
+2.63% 
+3.41-3.46% 
+The weighted average fair value of options granted during fiscal 2014 and 2013 was $2.79 and $2.02,
+respectively. As of January 31, 2014, there was $250,000 of unrecognized compensation expense related to the unvested stock options granted under the plans. The expense is to be recognized over a weighted average of two years. 
+As of January 31, 2014, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company’s
+common stock on January 31, 2014, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $2,905,000 for all exercisable options and $3,707,000 for all options
+outstanding. The weighted average remaining contractual terms for these options are 3.6 years for options that are exercisable and 4.7 years for all options outstanding. The total aggregate intrinsic value of options exercised during fiscal 2014 and
+2013 was $706,000 and $241,000, respectively. 
+Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs) 
+Aggregated information regarding RSUs and RSAs granted under the Plan is summarized below: 
+RSAs & RSUs 
+Weighted Average 
+Grant Date Fair Value 
+Outstanding at January 31, 2013 
+96,900 
+$ 
+8.10 
+Granted 
+57,544 
+10.14 
+Vested 
+(46,798 
+) 
+8.27 
+Expired or canceled 
+(1,150 
+) 
+8.35 
+Outstanding at January 31, 2014 
+106,496 
+$ 
+9.12 
+48 
+Table of Contents 
+As of January 31, 2014, there was $375,000 of unrecognized compensation expense related
+to unvested RSUs and RSAs. 
+Share-based compensation expense has been recognized as follows: 
+Years Ended January 31, 
+2014 
+2013 
+(In thousands) 
+Stock Options 
+$ 
+192 
+$ 
+163 
+Restricted Stock Awards and Restricted Stock Units 
+370 
+317 
+Total 
+$ 
+562 
+$ 
+480 
+Employee Stock Purchase Plan (ESPP): Astro-Med’s ESPP allows eligible employees to
+purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows: 
+Years Ended January 31, 
+2014 
+2013 
+Shares reserved, beginning 
+64,231 
+70,207 
+Shares purchased 
+(3,989 
+) 
+(5,976 
+) 
+Shares reserved, ending 
+60,242 
+64,231 
+Employee Stock Ownership Plan: Astro-Med has an Employee Stock Ownership Plan (ESOP) providing
+retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’s Trustees in shares of common stock of Astro-Med. Contributions may be in cash or
+stock. Astro-Med’s contributions (paid or accrued) amounted to $100,000 in both fiscal 2014 and 2013 and were recorded as compensation expense. All shares owned by the ESOP have been allocated to participants. 
+Note 10—Income Taxes 
+The components of income from continuing operations before income taxes are as follows: 
+Years Ended 
+January 31, 
+2014 
+2013 
+(In thousands) 
+Domestic 
+$ 
+537 
+$ 
+1,850 
+Foreign 
+875 
+1,035 
+$ 
+1,412 
+$ 
+2,885 
+49 
+Table of Contents 
+The components of the provision (benefit) for income taxes from continuing operations are as
+follows: 
+Years Ended 
+January 31, 
+2014 
+2013 
+(In thousands) 
+Current: 
+Federal 
+$ 
+930 
+$ 
+425 
+State 
+179 
+(237 
+) 
+Foreign 
+297 
+366 
+1,406 
+554 
+Deferred: 
+Federal 
+(1,044 
+) 
+253 
+State 
+(174 
+) 
+38 
+Foreign 
+(13 
+) 
+2 
+(1,231 
+) 
+293 
+$ 
+175 
+$ 
+847 
+The provision (benefit) for income taxes from continuing operations differs from the amount computed by
+applying the statutory federal income tax rate of 34% in fiscal 2014 and 35% in fiscal 2013 to income before income taxes due to the following: 
+Years Ended 
+January 31, 
+2014 
+2013 
+(In thousands) 
+Income tax provision at statutory rate 
+$ 
+480 
+$ 
+1,010 
+State taxes, net of federal tax effect 
+(74 
+) 
+114 
+Change in valuation allowance 
+27 
+(49 
+) 
+Change in reserves related to ASC 740 liability 
+(59 
+) 
+(197 
+) 
+Meals and entertainment 
+38 
+55 
+Domestic production deduction 
+(30 
+) 
+(60 
+) 
+Share-based compensation 
+36 
+26 
+Tax-exempt income 
+(22 
+) 
+(16 
+) 
+R&D credits 
+(114 
+) 
+(106 
+) 
+Foreign rate differential 
+(26 
+) 
+(22 
+) 
+Other permanent differences and miscellaneous, net 
+(81 
+) 
+92 
+$ 
+175 
+$ 
+847 
+50 
+Table of Contents 
+The components of deferred income tax expense arise from various temporary differences and
+relate to items included in the statement of income. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities are as follows: 
+January 31, 
+2014 
+2013 
+(In thousands) 
+Deferred Tax Assets: 
+Inventory 
+$ 
+1,792 
+$ 
+1,258 
+Stock-Based Compensation 
+535 
+403 
+State R&D Credits 
+258 
+231 
+Compensation Accrual 
+493 
+349 
+ASC 740 Liability Federal Benefit 
+290 
+361 
+Deferred Service Contract Revenue 
+181 
+106 
+Warranty Reserve 
+137 
+135 
+Reserve for Doubtful Accounts 
+127 
+117 
+Foreign Tax Credit 
+213 
+— 
+Other 
+119 
+166 
+4,145 
+3,126 
+Deferred Tax Liabilities: 
+Accumulated Tax Depreciation in Excess of Book Depreciation 
+830 
+532 
+Deferred Gain on Asset Held for Sale 
+897 
+— 
+Currency Translation Adjustment 
+173 
+189 
+Other 
+78 
+63 
+1,978 
+784 
+Subtotal 
+2,167 
+2,342 
+Valuation Allowance 
+(258 
+) 
+(231 
+) 
+Net Deferred Tax Assets 
+$ 
+1,909 
+$ 
+2,111 
+In fiscal 2014, we reclassified $1,151,000 from non-current liabilities of discontinued operations to
+deferred taxes. 
+At January 31, 2014, we have state net operating loss carryforwards of $392,000, which can be used to
+offset future tax liabilities and expire at various dates beginning in fiscal 2014. 
+The valuation allowance at
+January 31, 2014 relates to certain state research and development tax credit carryforwards which are expected to expire unused. The change in the valuation allowance in 2014 is an increase of approximately $27,000 and represents an increase in
+the reserve due to the generation of research and development credits during the current year, net of federal benefit. The change in the valuation allowance in 2013 was a decrease of approximately $49,000 and represents a reduction in the reserve
+due to the expiration of research and development credit expensed during the year net of federal benefits. 
+The Company
+reasonably believes that it is possible that some unrecognized tax benefits, accrued interest and penalties could decrease income tax expense in the next year due to either the review of previously filed tax returns or the expiration of certain
+statutes of limitation. A reconciliation of unrecognized tax benefits, excluding interest and penalties follows: 
+2014 
+2013 
+(In thousands) 
+Balance at February 1 
+$ 
+941 
+$ 
+780 
+Increases in prior period tax positions 
+31 
+16 
+Increases in current period tax positions 
+42 
+386 
+Reductions related to lapse of statute of limitations 
+(299 
+) 
+(241 
+) 
+Balance at January 31 
+$ 
+715 
+$ 
+941 
+51 
+Table of Contents 
+If the $715,000 is recognized, $425,000 would decrease the effective tax rate in the period
+in which each of the benefits is recognized and the remainder would be offset by a reversal of deferred tax assets. 
+During
+fiscal 2014 and 2013 the Company recognized $68,000 of expense and $105,000 of benefit, respectively, related to interest and penalties, which are included as a component of income tax expense in the accompanying statement of income. At
+January 31, 2014 and 2013, the Company had accrued potential interest and penalties of $416,000 and $348,000, respectively. 
+The Company and its subsidiaries file income tax returns in U.S. federal jurisdictions, various state jurisdictions, and various foreign
+jurisdictions. The Company is no longer subject to U.S. federal examinations prior to 2010. 
+On September 13, 2013, the
+Treasury Department and the Internal Revenue Service released final regulations that provided guidance on the application of IRC Section 263(a) for amounts paid to acquire, produce, or improve tangible property, as well as the rules for materials
+and supplies and proposed regulations addressing dispositions and general asset accounts. The final regulations are generally effective for tax years beginning on or after January 1, 2014. We are currently evaluating the impact of these new
+regulations and do not expect them to have a material impact to our financial statements. 
+At January 31, 2014, the
+Company has indefinitely reinvested $3,462,000 of the cumulative undistributed earnings of its foreign subsidiary in Germany, all of which would be subject to U.S. taxes if repatriated to the U.S. Through January 31, 2014, the Company has not
+provided deferred income taxes on the undistributed earnings of this subsidiary because such earnings are considered to be indefinitely reinvested. Non-U.S. income taxes are, however, provided on these undistributed earnings. 
+Note 11—Contractual Obligations 
+The following table summarizes our contractual obligations: 
+Total 
+2015 
+2016 
+2017 
+2018 
+2019 
+and 
+Thereafter 
+(In thousands) 
+Purchase Commitments* 
+$ 
+12,134 
+$ 
+11,027 
+$ 
+909 
+$ 
+198 
+$ 
+— 
+$ 
+— 
+Operating Lease Obligations 
+607 
+311 
+164 
+80 
+52 
+— 
+$ 
+12,741 
+$ 
+11,338 
+$ 
+1,073 
+$ 
+278 
+$ 
+52 
+$ 
+— 
+* 
+Purchase commitments consists primarily of inventory and equipment purchase orders made in the ordinary course of business. 
+The Company incurred rent and lease expenses in the amount of $599,000 and $607,000 for the fiscal years 2014 and 2013, respectively.
+Note 12—Nature of Operations, Segment Reporting and Geographical 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 and related consumable 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 reports two reporting segments consistent with its sales product groups: Test & Measurement (T&M) and QuickLabel Systems (QuickLabel). 
+T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for the aerospace, automotive, metal mill, power and telecommunications
+industries. QuickLabel produces an array of high-technology digital color and monochrome label printers, labeling software and consumables for a variety of commercial industries worldwide. 
+52 
+Table of Contents 
+Business is conducted in the United States and through foreign affiliates in Canada and
+Europe. Manufacturing activities are primarily conducted in the United States. Sales and service activities outside the United States are conducted through wholly-owned entities and, to a lesser extent, through authorized distributors and agents.
+Transfer prices are intended to produce gross profit margins as would be associated with an arms-length transaction. 
+On
+January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) in order to focus on its existing core businesses. Grass produced a range of instrumentation equipment and
+supplies for clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG—Sleep Monitoring) and biomedical research applications used by universities, medical centers and companies engaged in a variety of clinical and research
+activities. Consequently, the Company has classified the results of operations of Grass as discontinued operations for all periods presented. Refer to Note 19 for further details. 
+The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies
+herein. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses. 
+Summarized below are the Net Sales and Segment Operating Profit (both in dollars and as a percentage of Net Sales) for each reporting segment: 
+($ in thousands) 
+Net Sales 
+Segment Operating Profit 
+Segment Operating Profit % 
+of Net Sales 
+2014 
+2013 
+2014 
+2013 
+2014 
+2013 
+T&M 
+$ 
+19,527 
+$ 
+17,636 
+$ 
+2,655 
+$ 
+3,109 
+13.6 
+% 
+17.6 
+% 
+QuickLabel 
+49,065 
+43,588 
+5,154 
+4,380 
+10.5 
+% 
+10.0 
+% 
+Total 
+$ 
+68,592 
+$ 
+61,224 
+7,809 
+7,489 
+11.4 
+% 
+12.2 
+% 
+Product Replacement Costs 
+672 
+— 
+Corporate Expenses 
+5,604 
+4,563 
+Operating Income 
+1,533 
+2,926 
+Other Expense 
+121 
+41 
+Income from Continuing Operations Before Income Taxes 
+1,412 
+2,885 
+Income Tax Provision for Continuing Operations 
+175 
+847 
+1,237 
+2,038 
+Income from Discontinued Operations, Net of Taxes 
+1,975 
+8,729 
+Net Income 
+$ 
+3,212 
+$ 
+10,767 
+No customer accounted for greater than 10% of net sales in fiscal 2014 and 2013. 
+Other information by segment is presented below: 
+(In thousands) 
+Assets 
+2014 
+2013 
+T&M 
+$ 
+17,049 
+$ 
+10,493 
+QuickLabel 
+25,306 
+23,468 
+Discontinued Operations 
+3,917 
+3,131 
+Corporate* 
+31,692 
+42,821 
+Total 
+$ 
+77,964 
+$ 
+79,913 
+* 
+Corporate assets consist principally of cash and cash equivalents, securities available for sale, and building held for sale . 
+53 
+Table of Contents 
+(In thousands) 
+Depreciation and 
+Amortization 
+Capital Expenditures 
+2014 
+2013 
+2014 
+2013 
+T&M 
+$ 
+640 
+$ 
+435 
+$ 
+585 
+$ 
+383 
+QuickLabel 
+639 
+710 
+543 
+398 
+Discontinued Operations 
+— 
+186 
+— 
+68 
+Total 
+$ 
+1,279 
+$ 
+1,331 
+$ 
+1,128 
+$ 
+849 
+Geographical Data 
+Presented below is selected financial information by geographic area: 
+(In thousands) 
+Net Sales 
+Long-Lived Assets 
+2014 
+2013 
+2014 
+2013 
+United States 
+$ 
+48,679 
+$ 
+44,613 
+$ 
+10,115 
+$ 
+6,741 
+Europe 
+14,909 
+12,324 
+538 
+609 
+Canada 
+2,569 
+2,136 
+339 
+438 
+Asia 
+1,167 
+910 
+— 
+— 
+Central and South America 
+908 
+752 
+— 
+— 
+Other 
+360 
+489 
+— 
+— 
+Total 
+$ 
+68,592 
+$ 
+61,224 
+$ 
+10,992 
+$ 
+7,788 
+Long-lived assets excludes goodwill assigned to the T&M segment of $1.0 and $0.7 million at
+January 31, 2014 and 2013, respectively. 
+Note 13—Profit-Sharing Plan 
+Along with the ESOP described in Note 9, Astro-Med sponsors a Profit-Sharing Plan (the “Plan”) which
+provides retirement benefits to all eligible domestic employees. 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. Contributions paid or accrued amounted to $251,000 and $261,000 in fiscal 2014 and 2013, respectively. 
+Note 14—Product Warranty Liability 
+Astro-Med offers a manufacturer’s warranty for the majority of its hardware products. The specific terms and
+conditions of warranty vary depending upon the product sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited warranty, including parts and labor. The Company estimates the
+warranty costs based on historical claims experience and records a liability in the amount of such estimates at the time product revenue is recognized. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the
+amounts as necessary. Activity in the product warranty liability is as follows: 
+January 31, 
+2014 
+2013 
+(In thousands) 
+Balance, beginning of the year 
+$ 
+350 
+$ 
+343 
+Warranties issued 
+447 
+783 
+Settlements made 
+(442 
+) 
+(776 
+) 
+Balance, end of the year 
+$ 
+355 
+$ 
+350 
+54 
+Table of Contents 
+Note 15—Product Replacement Costs 
+In April 2013, tests conducted by the Company revealed that one of its suppliers had been using non-conforming part in
+certain models of Astro-Med’s Test & Measurement printers. No malfunctions have been reported by customers as a result of the non-conforming material. 
+Upon identifying this issue, Astro-Med immediately suspended production of the printers, notified all customers and contacted the supplier who confirmed the problem. Astro-Med is working with its
+customers to replace the non-conforming material on existing printers with conforming material and will do this on a gradual basis over several months. The estimated costs associated with the replacement program were $672,000, which was based upon
+the number of printers shipped during the period the non-conforming material was used. Those costs were recognized and recorded in the first quarter of fiscal 2014 and are included in cost of sales in the accompanying consolidated statement of
+income for the fiscal year ended January 31, 2014. The Company has settled $192,000 in recovery expenses as of January 31, 2014 and the related remaining reserve amount of $480,000 is included in Other Accrued Expenses in the accompanying
+condensed consolidated balance sheet dated January 31, 2014. 
+Astro-Med is currently receiving power supplies with
+compliant materials and has resumed printer production and shipments to customers. 
+Since the supplier deviated from the agreed
+upon specifications for the power supply while providing certificates of conformance to the original specifications, in January 2014, Astro-Med received a $450,000 settlement from the supplier for recovery of the costs and expense associated with
+this issue. This settlement was recorded in cost of sales in the accompanying consolidated statement of income for the fiscal year ended January 31, 2014. In addition to this cash settlement, the Company will receive lower product prices from
+the supplier for a period of three years. 
+Note 16—Concentration of Risk 
+Credit is generally extended on an uncollateralized basis to almost all customers after review of credit worthiness.
+Concentration of credit and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs on-going
+credit evaluations of its customers. The Company has not historically experienced significant credit losses on collection of its accounts receivable. 
+Excess cash is invested principally in investment grade government and state municipal securities. The Company has established guidelines relative to diversification and maturities that maintain safety of
+principal, liquidity and yield. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not historically experienced any significant losses on its cash equivalents or investments. 
+Note 17—Commitments and Contingencies 
+Astro-Med is subject to contingencies, including legal proceedings and claims arising in the normal course of business
+that cover a wide range of matters including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold. 
+Direct costs associated with the estimated resolution of contingencies are accrued at the earliest date at which it is deemed probable
+that a liability has been incurred and the amount of such liability can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company
+believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations. It is possible, however,
+that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control. 
+55 
+Table of Contents 
+Note 18—Fair Value Measurements 
+We measure our financial assets at fair value on a recurring basis in accordance with the guidance provided in ASC 820,
+“Fair Value Measurement and Disclosures,” which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In
+addition, ASC 820 establishes a three-tiered hierarchy for inputs used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that
+observable inputs be used when available. Observable inputs are inputs that reflect management’s belief about the assumptions market participants would use in pricing a financial instrument based on the best information available in the
+circumstances. 
+The fair value hierarchy is summarized as follows: 
+• 
+Level 1—Quoted prices in active markets for identical assets or liabilities; 
+• 
+Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
+quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and 
+• 
+Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
+liabilities 
+Cash and cash equivalents; accounts receivables; line of credit receivable; accounts payable,
+note receivable, accrued compensation and other expenses; and income tax payable are reflected in the condensed consolidated balance sheet at carrying value, which approximates fair value due to the short term nature of the these instruments.
+Assets measured at fair value on a recurring basis are summarized below: 
+January 31, 2014 
+Level 1 
+Level 2 
+Level 3 
+Total 
+(In thousands) 
+Money market funds (included in cash and cash equivalents) 
+$ 
+4,734 
+$ 
+— 
+$ 
+— 
+$ 
+4,734 
+State and municipal obligations (included in securities available for sale) 
+— 
+18,766 
+— 
+18,766 
+Total 
+$ 
+4,734 
+$ 
+18,766 
+$ 
+— 
+$ 
+23,500 
+January 31, 2013 
+Level 1 
+Level 2 
+Level 3 
+Total 
+(In thousands) 
+Money market funds (included in cash and cash equivalents) 
+$ 
+8,784 
+$ 
+— 
+$ 
+— 
+$ 
+8,784 
+State and municipal obligations (included in securities available for sale) 
+8,509 
+— 
+— 
+8,509 
+Total 
+$ 
+17,293 
+$ 
+— 
+$ 
+— 
+$ 
+17,293 
+At the beginning of fiscal 2014, we transferred our investments in state and municipal obligations from
+Level 1 to Level 2 to more accurately reflect the inputs used in valuation pursuant to ASC 820. 
+For our money market funds and
+state and municipal obligations, we utilize the market approach to measure fair value. The market approach is based on using quoted market prices for identical assets. 
+For our Note Receivable we utilized the income approach to measure fair value by discounting the present value of the Note. The discount rate used is based on similar rates used for high credit ratings
+and highly collateralized lending. 
+56 
+Table of Contents 
+Note 19—Discontinued Operations 
+On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies
+Product Group (Grass) which manufactured polysomnography and electroencephalography systems and related accessories and propriety electrodes for use in both research and clinical settings. The assets sold consisted primarily of working capital
+(exclusive of inventory and accounts payable related to manufacturing), the engineering, sales and support workforce, intellectual property and certain other related assets. The proceeds from the sale consisted of $18.6 million in cash, of which
+$16.8 million was recognized in fiscal 2013 and the remaining $1.8 million, which was held in escrow following the closing date of the transaction, was recognized in fiscal 2014. 
+As part of this transaction, Astro-Med entered into a Transition Service Agreement (TSA) with the purchaser in which the Company has
+provided transition services and continued to manufacture Grass products for the purchaser through January 31, 2014, at which time the purchaser was obligated to acquire the remaining inventory. The Company determined that cash flows from this
+activity were not and will not be material to its recurring operations. At January 31, 2014, the Company has completed its responsibility under the TSA, closed its Rockland facility which is in the process of being sold (as described below) and
+terminated substantially all employees related to Grass. 
+As a result of the above, the Company has classified the results of
+operations of the Grass Technologies Product Group as a discontinued operation for all periods presented. 
+Results for
+discontinued operations are as follows: 
+2014 
+2013 
+(In thousands) 
+Net Sales 
+$ 
+8,401 
+$ 
+19,195 
+Cost of Sales 
+$ 
+7,353 
+$ 
+9,072 
+Gross Profit 
+$ 
+1,048 
+$ 
+10,123 
+Operating Expenses 
+$ 
+96 
+$ 
+6,205 
+Income from Discontinued Operations 
+$ 
+952 
+$ 
+3,918 
+Gain on Sale of Assets of Discontinued Operations 
+$ 
+1,800 
+$ 
+10,162 
+Income Tax Expense 
+$ 
+777 
+$ 
+5,351 
+Income from Discontinued Operations 
+$ 
+1,975 
+$ 
+8,729 
+Included in the above calculation of the Gain on Sale of Assets of Discontinued Operations for 2013 is a
+charge of $779,000 related to the impairment of the Grass Technologies Product Group facility located in Rockland, Massachusetts. The impairment charge was based on the fair value of the facility, less costs to sell, using market values for similar
+properties which is a Level 2 measurement in the fair value hierarchy discussed in Note 18. In February 2014, the Company entered into a purchase and sale agreement to sell the property to an independent buyer and this transaction is expected to
+close in April 2014. As a result, the property is currently disclosed at its fair market value and is classified as an asset held for sale in the accompanying balance sheet for the period ended January 31, 2014. 
+57 
+Table of Contents 
+ASTRO-MED, INC. 
+SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 
+Description 
+Balance at 
+Beginning 
+of Year 
+Provision 
+Charged to 
+Operations 
+Deductions(2) 
+Balance 
+at End 
+of Year 
+Allowance for Doubtful Accounts(1): 
+(In thousands) 
+Year Ended January 31, 
+2014 
+$ 
+345 
+$ 
+119 
+$ 
+(94 
+) 
+$ 
+370 
+2013 
+$ 
+356 
+$ 
+70 
+$ 
+(81 
+) 
+$ 
+345 
+(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, also includes foreign exchange adjustment. 
+58
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..6aa1a27975756fbf25aef0fd11830f0d9d3ba4fc
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+0000008146,ALOT,"AstroNova, Inc.",10-K,2014-04-07,2014-01-31,2014-04-07T20:57:29.000Z,0001193125-14-133678,d636253d10k.htm,10-K,8452456,1,0,https://www.sec.gov/Archives/edgar/data/8146/000119312514133678/d636253d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312514133678/,2013,2013,1
diff --git a/raw/filings/0000008146/2013/0001193125-14-133678/item1.txt b/raw/filings/0000008146/2013/0001193125-14-133678/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2e5f1081d2b30f5ae8c15b9c681301904083b566
--- /dev/null
+++ b/raw/filings/0000008146/2013/0001193125-14-133678/item1.txt
@@ -0,0 +1,102 @@
+Item 1.
+Business 
+General 
+Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc.
+and its consolidated subsidiaries. 
+Astro-Med designs, develops, manufactures and distributes a broad range of specialty
+printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software
+products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, packaging and transportation. 
+The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers
+outside of the United States primarily through our branch offices in Canada and Europe as well as with independent dealers and representatives. Approximately 30% of the Company’s sales in fiscal 2014 were to customers located outside the United
+States. 
+Astro-Med operates its business through two operating segments, Astro-Med Test & Measurement (T&M) and
+QuickLabel Systems (QuickLabel). Financial information by business segment and geographic area appears in Note 12 to the Consolidated Financial Statements of this Annual Report on Form 10-K. 
+On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group
+(Grass) in order to focus on its existing core businesses. The Grass Technologies Product Group manufactured polysomnography and electroenecephalography systems for both clinical and research use along with the related accessories and proprietary
+electrodes. Consequently, the Company has classified the results of operations of the Grass Technologies Product Group as discontinued operations for all periods presented. Refer to Note 19, “Discontinued Operations,” in the
+Consolidated Financial Statements for a further discussion. 
+The following description of our business should be read in
+conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 15 through 18 of this Annual Report on Form 10-K. 
+3 
+Table of Contents 
+Description of Business 
+Product Overview 
+Astro-Med designs, manufactures, and
+markets specialty printers, data acquisition systems and services that serve select growing markets on a global basis. Our business consists of two segments, specialty printers and data acquisition systems, sold under the brand names QuickLabel ® Systems (QuickLabel ® ) and Astro-Med ® 
+Test & Measurement (T&M). 
+Products sold under the QuickLabel ® brand are used in industrial and commercial product packaging and automatic identification applications to digitally
+print custom labels on demand. Products sold under the Astro-Med T&M brand acquire and record data to electronic media and, in the aerospace market, print the output in high-resolution on ruggedized airborne printers. 
+Products sold under the QuickLabel brand include digital color label printers as well as a full line of consumables including labels,
+tags, ink, toner, and thermal transfer ribbon. In addition, QuickLabel Systems sells special software used to design labels for a wide variety of applications especially in the field of packaging. QuickLabel provides training and support around the
+clock with its staff of service technicians located at headquarters as well as in the field. 
+With its broad range of
+entry-level, mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel products are primarily sold to manufacturers, processors, and
+retailers who label products on a short-run basis. Users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals,
+cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods. 
+Current QuickLabel
+models include the Kiaro!, a high-speed inkjet color label printer; the Kiaro! 200, a wider format high-speed inkjet color label printer; the Vivo! Touch, a electrophotographic color label printer developed to print full-color variable information
+labels in an office or factory; and the Xe series of digital color label printers utilizing thermal transfer technology. QuickLabel also sells and supports its Pronto! family of barcode printers which utilize single color-thermal transfer label
+printing technology. 
+Products sold under the Astro-Med T&M brand acquire and record data to electronic media and print the
+output onto paper. The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of industries. 
+Astro-Med Test & Measurement products include the Dash ® MX portable data acquisition system,
+TMX ™ high-speed data acquisition system, Dash ® 8HF-HS data recorders,
+Everest ® telemetry recorders, ToughWriter ® rugged printers, Miltope airborne printers and ToughSwitch ® Ethernet switches. 
+Astro-Med’s
+ruggedized printers are used primarily in aerospace applications in the flight deck and in the cabin of military and commercial aircraft to print hard copies of landing strips, flight itineraries, weather maps, connecting gate information, and
+ground communications. ToughSwitch Ethernet switches are used in military aircraft and military vehicles to connect multiple computers or Ethernet devices together. These products are ruggedized to comply with rigorous military and commercial
+flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter cockpit printers for numerous aircraft made by Airbus, Boeing, Bombardier, Lockheed, and others. On January 22, 2014,
+the Company completed the acquisition of the Ruggedized Printer Product line from the Miltope Corporation (Miltope), a company of VT Systems. The Miltope line of printers expands Astro-Med’s portfolio of ruggedized printers designed for use in
+the aviation market to include several models of both wide and narrow format printers. 
+The Company’s
+family of portable data recorders are used in R&D and maintenance applications in aerospace and defense, energy discovery and production operations, automotive R&D centers, and a variety of other industrial applications. The TMX ™ data acquisition system is designed for data capture of long-term testing
+4 
+Table of Contents 
+in aerospace, automotive, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including time-stamped and
+synchronized video capture data and audio notation, is important. 
+Everest telemetry recorders are used widely in the aerospace
+industry to monitor and track space vehicles, aircraft, missiles and other systems in flight. 
+Technology 
+The core technologies of Astro-Med relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard
+copy, monitor or electronic storage media, and (4) analyzing the data. 
+Patents and Copyrights 
+Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and
+registers its brand trademarks. While we consider our patents to be important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss
+or termination would have a material adverse effect on the Company’s business taken as a whole. 
+Manufacturing and Supplies
+Astro-Med manufactures most of the products that it designs and sells. Raw materials and supplies are typically available
+from a wide variety of sources. Astro-Med manufactures most of the sub-assemblies and parts in house including printed circuit board assemblies, harnesses, machined parts, and general final assembly. Many parts are standard electronic items
+available from multiple sources. Others are parts designed by us that are manufactured for us by outside vendors. There are a few parts that are sole source but could be sourced elsewhere with appropriate changes in the design of our product.
+Product Development 
+Astro-Med maintains an active program of product research and development. During fiscal 2014 and 2013, we spent $5,072,000 and $3,816,000, respectively, on Company-sponsored product development. In
+fiscal 2013, we also spent an additional $1,054,000 in research and development for our Grass segment, which is now reported as a discontinued operation. We expect our spending in research and development to continue at the same levels as prior
+years, even with the disposal of our Grass segment, as we are committed to continuous product development as essential to our organic growth. 
+Marketing and Competition 
+The Company competes worldwide in multiple markets. In the specialty printing field, we believe we lead the world in bench-top color label
+printing technology and in aerospace printers. In the data acquisition area, we believe that we are one of the leaders in portable high speed data acquisition systems. 
+We retain a leadership position by virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. The number of competitors varies by product line. Our
+management believes that we have a market leadership position in many of the markets we serve. Key competitive factors vary among our product lines, but include technology, quality, service and support, distribution network, and breadth of product
+and service offerings. 
+Our products are sold by direct field salespersons as well as independent dealers
+and representatives. In the United States, the Company has factory-trained direct field salespeople located in major cities from coast to coast specializing in either Astro-Med T&M products or QuickLabel products. Additionally, we have direct
+field sales or service centers in Canada, France, Germany, Mexico, and the United Kingdom staffed by our own 
+5 
+Table of Contents 
+employees. In the rest of the world, Astro-Med utilizes approximately 70 independent dealers and representatives selling and marketing our products in 75 countries. 
+No single customer accounted for 10% or more of our net sales in any of the last two fiscal years. 
+International Sales 
+In
+fiscal 2014 and 2013, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $19,913,000 and $16,611,000, respectively. 
+Order Backlog 
+Astro-Med’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 may not indicate future sales trends. Backlog at January 31, 2014 and
+2013 was $14,013,000 and $6,151,000, respectively. 
+Employees 
+As of January 31, 2014, Astro-Med employed 304 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
+good. 
+Other Information 
+The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual transactions, which can cause fluctuations in sales from quarter to quarter.
+Available Information 
+We make available on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable,
+amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the
+Securities Exchange Commission (SEC). These filings are also accessible on the SEC’s website at http://www.sec.gov.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2013/0001193125-14-133678/item13.txt b/raw/filings/0000008146/2013/0001193125-14-133678/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0359d7f09f7eb6d3deb1e6967421d1e2af60a1c3
--- /dev/null
+++ b/raw/filings/0000008146/2013/0001193125-14-133678/item13.txt
@@ -0,0 +1,3 @@
+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 2014 Annual Meeting of
+Shareholders.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2013/0001193125-14-133678/item9a.txt b/raw/filings/0000008146/2013/0001193125-14-133678/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..26c1ae6462b40fac519d4b5cf91ac87fdeb4e5da
--- /dev/null
+++ b/raw/filings/0000008146/2013/0001193125-14-133678/item9a.txt
@@ -0,0 +1,24 @@
+Item 9A. Controls
+and Procedures 
+Evaluation of Disclosure Controls and Procedures 
+Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
+the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based
+on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective at January 31, 2014 to ensure that the information required to be disclosed in our Exchange
+Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow
+timely decisions regarding required disclosure. 
+Management’s Annual Report on Internal Control over Financial
+Reporting 
+The Company’s management is responsible for establishing and maintaining adequate internal control over
+financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its
+financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles. 
+Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
+to risk that controls may become inadequate because of changes in conditions, or the degree of compliance may deteriorate. 
+Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in the
+Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31, 2014. Based on this assessment, the principal executive officer and principal
+financial officer believe that as of January 31, 2014, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.” 
+This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal
+control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in
+this annual report. 
+Changes in Internal Controls over Financial Reporting 
+There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have
+materially affected, or are reasonably likely to affect, our internal control over financial reporting.
\ No newline at end of file
diff --git a/raw/filings/0000008146/2013/0001193125-14-133678/rp_note.txt b/raw/filings/0000008146/2013/0001193125-14-133678/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000008146/2013/0001193125-14-133678/rpt_disclosure.txt b/raw/filings/0000008146/2013/0001193125-14-133678/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0ea96280c4efc05114fd205c2a698abc91f0ce1b
--- /dev/null
+++ b/raw/filings/0000008146/2013/0001193125-14-133678/rpt_disclosure.txt
@@ -0,0 +1,16 @@
+RELATED PARTY TRANSACTIONS 
+Potential conflicts of interest and related party transactions are referred by the Board 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. 
+18 
+Other than as described below, 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, 2015 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. 
+The
+Company employs three sons of director Everett V. Pizzuti, to whom the Company paid or accrued over $120,000 in compensation during the fiscal year ended January 31, 2015: Eric Pizzuti, as Vice President and General Manager of QuickLabel
+Systems, Christopher Pizzuti, as a QuickLabel Field Sales Engineer, and Kevin Pizzuti, as a District Manager, QuickLabel Systems. The Company paid Eric Pizzuti $184,998 in salary and bonus and paid Christopher Pizzuti and Kevin Pizzuti $161,741 and
+$127,312, respectively, in salary and sales commissions. Eric Pizzuti also received options for 5,500 shares, a vacation payout of $8,922 and a matching contribution to his Profit Sharing Plan account of $5,261. Christopher Pizzuti also received
+options for 500 shares, an automobile allowance of $7,500 and a vacation payout of $2,094. Kevin Pizzuti also received an automobile allowance of $7,500, a vacation payout of $2,308 and a matching contribution to his Profit Sharing Plan account of
+$1,253. In addition, the Company made a $678 contribution to each of their ESOP accounts. 
+The Company also employs April Ondis, a Co-Executor of the Ondis Estate, as Senior Manager, Applied Marketing of QuickLabel Systems product group. As Co-Executor of the Ondis Estate, Ms. Ondis is
+deemed to be the beneficial owner of more than 5% of the Company’s outstanding common stock, and, therefore a “related person” of the Company. The Company paid Ms. Ondis $125,455 in salary and commission and a vacation payout of
+$4,258. Ms. Ondis also received options for 600 shares. The Company also made contributions of $2,054 and $678 to her Profit Sharing Plan and ESOP accounts, respectively.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2004/0000950134-05-003775/filing.txt b/raw/filings/0000889900/2004/0000950134-05-003775/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..157ed002dfcb746510d6b327bf275cab1f468a10
--- /dev/null
+++ b/raw/filings/0000889900/2004/0000950134-05-003775/filing.txt
@@ -0,0 +1,8031 @@
+10-K
+1
+d22433e10vk.htm
+FORM 10-K
+e10vk 
+Table of Contents 
+UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
+Washington, D.C. 20549 
+Form 10-K 
+(Mark One) 
+þ
+ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
+SECURITIES EXCHANGE ACT OF 1934 
+For the fiscal year ended December 31, 2004 
+or 
+o 
+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 0-22664 
+Patterson-UTI Energy, Inc. 
+(Exact name of registrant as specified in its charter) 
+Delaware 
+(State or other jurisdiction of 
+incorporation or organization ) 
+75-2504748 
+(I.R.S. Employer 
+Identification No .) 
+4510 Lamesa Highway, Snyder, Texas 
+(Address of principal executive offices) 
+79549 
+(Zip Code) 
+Registrant’s telephone number, including area code: 
+(325) 574-6300 
+Securities Registered Pursuant to 12(b) of the Act: 
+None 
+Securities Registered Pursuant to 12(g) of the Act: 
+(Title of class) 
+Common Stock, $.01 Par Value 
+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 þ No o
+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 the
+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. þ
+Indicate by check mark whether the registrant is an accelerated
+filer (as defined in Rule 12b-2 of the Act).
+Yes þ No o
+The aggregate market value of the voting and non-voting common
+equity held by non-affiliates of the registrant as of
+June 30, 2004, the last business day of the
+registrant’s most recently completed second fiscal quarter
+was $2,648,551,638, calculated by reference to the closing price
+of $16.67 for the common stock on the Nasdaq National Market on
+that date.
+As of February 24, 2005, the registrant had outstanding
+168,651,600 shares of common stock, $.01 par value,
+its only class of voting common stock.
+Documents incorporated by reference:
+Definitive Proxy Statement for the 2005 Annual Meeting of
+Stockholders (Part III).
+TABLE OF CONTENTS 
+PART I 
+Items 1 and 2. Business and Properties. 
+Item 3. Legal Proceedings. 
+Item 4. Submission of Matters to a Vote of Security Holders. 
+PART II 
+Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. 
+Item 6. Selected Financial Data. 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Item 7A. Quantitative and Qualitative Disclosures About Market Risk 
+Item 8. Financial Statements and Supplementary Data. 
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 
+Item 9A. Controls and Procedures. 
+Item 9B. Other Information 
+PART III 
+Item 10. Directors and Executive Officers of the Registrant. 
+Item 11. Executive Compensation. 
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 
+Item 13. Certain Relationships and Related Transactions. 
+Item 14. Principal Accountant Fees and Services. 
+PART IV 
+Item 15. Exhibits and Financial Statement Schedule. 
+SIGNATURES 
+EXHIBIT INDEX 
+Asset Purchase Agreement 
+Form of Letter Agreement Regarding Termination 
+Summary Description of 2003 Cash Bonus Plan 
+Summary Description of Director Compensation 
+Subsidiaries 
+Consent of Independent Accountants - PricewaterhouseCoopers LLP 
+Consent of Independent Petroleum Engineer - M. Brian Wallace, P.E. 
+Certification of CEO 
+Certification of CFO 
+Certification of CEO and CFO - Section 906 
+Table of Contents 
+This Annual Report on Form 10-K (including documents
+incorporated by reference herein) contains statements with
+respect to our expectations and beliefs as to future events.
+These types of statements are “forward-looking” and
+subject to uncertainties. Readers are cautioned that such
+forward-looking statements should be read in conjunction with
+our disclosures under the heading: “Forward Looking
+Statements and Cautionary Statements for Purposes of the
+’Safe Harbor’ Provisions of the Private Securities
+Litigation Reform Act of 1995” beginning on page 14.
+This Annual Report on Form 10-K, along with our Quarterly
+Reports on Form 10-Q, Current Reports on
+Form 8-K and amendments to those reports filed or furnished
+pursuant to Section 13(a) or 15(d) of the Securities
+Exchange Act of 1934, are available through our Internet website
+(www.patenergy.com) as soon as reasonably practicable after we
+electronically file such material with, or furnish it to, the
+SEC.
+PART I 
+Items 1 and 2. 
+Business and Properties. 
+Overview 
+Based on publicly available information, we believe we are the
+second largest owner of land-based drilling rigs in North
+America. The Company was formed in 1978 and reincorporated in
+1993 as a Delaware corporation. Our contract drilling business
+operates primarily in:
+• 
+Texas, 
+• 
+New Mexico, 
+• 
+Oklahoma, 
+• 
+Louisiana, 
+• 
+Mississippi, 
+• 
+Colorado, 
+• 
+Utah, 
+• 
+Wyoming, and 
+• 
+Western Canada (Alberta, British Columbia and Saskatchewan). 
+As of December 31, 2004, we had a drilling fleet of 361
+drilling rigs. A drilling rig includes the structure, power
+source and machinery necessary to cause a drill bit to penetrate
+earth to a depth desired by the customer.
+We provide pressure pumping services to oil and natural gas
+operators primarily in the Appalachian Basin. These services
+consist primarily of well stimulation and cementing for
+completion of new wells and remedial work on existing wells. We
+provide drilling fluids, completion fluids and related services
+to oil and natural gas operators in Texas, Southeastern New
+Mexico, Oklahoma, the Gulf Coast region of Louisiana and the
+Gulf of Mexico. Drilling and completion fluids are used by oil
+and natural gas operators during the drilling process to control
+pressure when drilling oil and natural gas wells. We are also
+engaged in the development, exploration, acquisition and
+production of oil and natural gas. Our oil and natural gas
+operations are focused primarily in producing regions of West
+Texas, South Texas, Southeastern New Mexico, Utah and
+Mississippi.
+Patterson/ UTI Merger 
+Patterson Energy, Inc. and UTI Energy Corp. consummated a merger
+on May 8, 2001. The transaction was treated as a
+reorganization within the meaning of Section 368
+(a) of the Internal Revenue Code of 1986, as amended, and
+accounted for as a pooling of interests for financial accounting
+purposes. Historical financial statements and related financial
+and statistical data contained in this Report have been restated
+to provide for the retroactive effect of the merger.
+1
+Table of Contents 
+Industry Segments 
+Our revenues, operating results and identifiable operating
+assets are attributable to four industry segments:
+• 
+contract drilling, 
+• 
+pressure pumping services, 
+• 
+drilling and completion fluids services, and 
+• 
+oil and natural gas development, exploration, acquisition and
+production. 
+With respect to these four segments:
+• 
+the contract drilling segment had operating profits in 2004,
+2003 and 2002, 
+• 
+the pressure pumping segment had operating profits in 2004, 2003
+and 2002, 
+• 
+the drilling and completion fluids segment had an operating
+profit in 2004 and operating losses in 2003 and 2002, and 
+• 
+the oil and natural gas segment had operating profits in 2004,
+2003 and 2002. 
+See “Management’s Discussion and Analysis of Financial
+Condition and Results of Operations” and Note 16 of
+Notes to Consolidated Financial Statements included as a part of
+Items 7 and 8, respectively, of this Report for
+financial information pertaining to these industry segments.
+Contract Drilling Operations 
+General — We market our contract drilling
+services to major and independent oil and natural gas operators.
+As of December 31, 2004, we owned 361 drilling rigs which
+were based in the following regions:
+• 
+149 in the Permian Basin region (West Texas and Southeastern New
+Mexico), 
+• 
+55 in South Texas, 
+• 
+42 in the Ark-La-Tex region and Mississippi, 
+• 
+77 in the Mid-Continent region (Oklahoma and North Central
+Texas), 
+• 
+21 in the Rocky Mountain region (Colorado, Utah and
+Wyoming), and 
+• 
+17 in Western Canada (Alberta, British Columbia and
+Saskatchewan). 
+Our drilling rigs have rated maximum depth capabilities ranging
+from 4,000 feet to 30,000 feet. Of our drilling rigs,
+40 are SCR electric rigs and 321 are mechanical rigs. An
+electric rig differs from a mechanical rig in that the electric
+rig converts the diesel power (the sole energy source for a
+mechanical rig) into electricity to power the rig.
+Drilling rigs are typically equipped with:
+• 
+engines, 
+• 
+drawworks or hoists, 
+• 
+derricks or masts, 
+• 
+pumps to circulate the drilling fluid, 
+• 
+blowout preventers, 
+• 
+drill string (pipe), and 
+• 
+other related equipment. 
+2
+Table of Contents 
+Over time, components on a drilling rig are replaced or rebuilt.
+We spend significant funds each year on an ongoing program to
+modify and upgrade our drilling rigs to ensure that our drilling
+equipment is well maintained and competitive. During fiscal
+years 2004, 2003 and 2002, we spent approximately
+$158 million, $95 million and $69 million,
+respectively, on capital improvements to modify and upgrade our
+drilling rigs.
+Depth of the well and drill site conditions are the principal
+factors in determining the size of drilling rig used for a
+particular job. We use our rigs for developmental and
+exploratory drilling and they are capable of vertical or
+horizontal drilling.
+Our contract drilling operations depend on the availability of:
+• 
+drill pipe, 
+• 
+bits, 
+• 
+replacement parts and other related rig equipment, 
+• 
+fuel, and 
+• 
+qualified personnel, 
+some of which have been in short supply from time to time.
+Drilling Contracts — Most of our drilling
+contracts are with established customers on a competitive bid or
+negotiated basis. Typically, the contracts are short-term to
+drill a single well or a series of wells.
+The drilling contracts obligate us to provide and operate a
+drilling rig and to pay certain operating expenses, including
+wages of drilling personnel and necessary maintenance expenses.
+The contracts are generally subject to termination by the
+customer on short notice. We generally indemnify our customers
+against claims by our employees and claims that might arise from
+surface pollution caused by spills of fuel, lubricants and other
+solvents within our control. The customers generally indemnify
+us against claims that might arise from other surface and
+subsurface pollution, except claims that might arise from our
+gross negligence.
+The contracts provide for payment on a daywork, footage, or
+turnkey basis, or a combination thereof. In each case, we
+provide the rig and crews. Our bid for each contract depends
+upon:
+• 
+location, depth and anticipated complexity of the well, 
+• 
+on-site drilling conditions, 
+• 
+equipment to be used, 
+• 
+estimated risks involved, 
+• 
+estimated duration of the job, 
+• 
+availability of drilling rigs, and 
+• 
+other factors particular to each proposed well. 
+Daywork Contracts 
+Under daywork contracts, we provide the drilling rig and crew to
+the customer. The customer supervises the drilling of the well.
+Our compensation is based on a contracted rate per day during
+the period the drilling rig is utilized. We generally receive a
+lower rate when the drilling rig is moving, or when drilling
+operations are interrupted or restricted by conditions beyond
+our control. In addition, daywork contracts typically provide
+separately for mobilization of the drilling rig.
+Footage Contracts 
+Under footage contracts, we contract to drill a well to a
+certain depth under specified conditions for a fixed price per
+foot. The customer provides drilling fluids, casing, cementing
+and well design expertise. These
+3
+Table of Contents 
+contracts require us to bear the cost of services and supplies
+that we provide until the well has been drilled to the agreed
+depth. If we drill the well in less time than estimated, we have
+the opportunity to improve our profits over those that would be
+attainable under a daywork contract. Profits are reduced and
+losses may be incurred if the well requires more days to drill
+to the contracted depth than estimated. Footage contracts
+generally contain greater risks for a drilling contractor than
+daywork contracts. Under footage contracts, the drilling
+contractor assumes certain risks associated with loss of the
+well from fire, blowouts and other risks.
+Turnkey Contracts 
+Under turnkey contracts, we contract to drill a well to a
+certain depth under specified conditions for a fixed fee. In a
+turnkey arrangement, we are required to bear the costs of
+services, supplies and equipment beyond those typically provided
+under a footage contract. In addition to the drilling rig and
+crew, we are required to provide the drilling and completion
+fluids, casing, cementing, and the technical well design and
+engineering services during the drilling process. We also assume
+certain risks associated with drilling the well such as fires,
+blowouts, cratering of the well bore and other such risks.
+Compensation occurs only when the agreed scope of the work has
+been completed which requires us to make larger up-front working
+capital commitments prior to receiving payments under a turnkey
+drilling contract. Under a turnkey contract, we have the
+opportunity to improve our profits if the drilling process goes
+as expected and there are no complications or time delays.
+However, given the increased exposure we have under a turnkey
+contract, profits can be significantly reduced and losses
+incurred if complications or delays occur during the drilling
+process. Turnkey contracts generally involve the highest degree
+of risk among the three different types of drilling contracts:
+daywork, footage and turnkey.
+Revenues by Contract Type — Information
+regarding our contract drilling activity for the last three
+years follows:
+Years Ended December 31, 
+Type of Revenues 
+2004 
+2003 
+2002 
+Daywork 
+88 
+% 
+83 
+% 
+82 
+% 
+Footage 
+6 
+7 
+11 
+Turnkey 
+6 
+10 
+7 
+Contract Drilling Activity — Information
+regarding our contract drilling activity for the last three
+years follows:
+Years Ended December 31, 
+2004 
+2003 
+2002 
+Average rigs owned 
+359 
+336 
+323 
+Average rigs operating(1) 
+211 
+188 
+126 
+Average rig utilization rate 
+59 
+% 
+56 
+% 
+39 
+% 
+Number of rigs operated 
+259 
+226 
+230 
+Number of wells drilled 
+3,534 
+3,017 
+2,012 
+(1) 
+A rig is operating when it is drilling, being moved, assembled,
+dismantled or otherwise earning revenue under contract. 
+Drilling Rigs and Related Equipment — Certain
+drilling rig information as of December 31, 2004 follows:
+Depth Rating (Ft.) 
+Mechanical 
+Electric 
+4,000 to 9,999 
+63 
+— 
+10,000 to 11,999 
+68 
+2 
+12,000 to 14,999 
+126 
+7 
+15,000 to 30,000 
+64 
+31 
+Totals 
+321 
+40 
+4
+Table of Contents 
+At December 31, 2004, we owned 288 trucks and 360 trailers
+used to rig down, transport and rig up our drilling rigs. This
+reduces our dependency upon third parties for these services and
+enhances the efficiency of our contract drilling operations
+particularly in periods of high drilling rig utilization.
+Most repair and overhaul work to our drilling rig equipment is
+performed at our yard facilities located in Texas, New Mexico,
+Oklahoma, Utah and Western Canada.
+Pressure Pumping Operations 
+General — We provide pressure pumping services
+to oil and natural gas operators primarily in the Appalachian
+Basin. Pressure pumping services are primarily well stimulation
+and cementing for the completion of new wells and remedial work
+on existing wells. Most wells drilled in the Appalachian Basin
+require some form of fracturing or other stimulation to enhance
+the flow of oil and natural gas by pumping fluids under pressure
+into the well bore. Generally, Appalachian Basin wells require
+cementing services before production commences. The cementing
+process inserts material between the wall of the well bore and
+the casing to center and stabilize the casing.
+Equipment — Our pressure pumping equipment at
+December 31, 2004 follows:
+• 
+23 cement pumper trucks, 
+• 
+26 fracturing pumper trucks, 
+• 
+24 nitrogen pumper trucks, 
+• 
+13 blender trucks, 
+• 
+12 bulk acid trucks, 
+• 
+28 bulk cement trucks, 
+• 
+8 bulk nitrogen trucks, 
+• 
+35 bulk sand trucks, 
+• 
+11 connection trucks, and 
+• 
+3 acid pumper trucks. 
+Drilling and Completion Fluids Operations 
+General — We provide drilling fluids,
+completion fluids and related services to oil and natural gas
+operators in Texas, Southeastern New Mexico, Oklahoma, the Gulf
+Coast region of Louisiana and the Gulf of Mexico. We serve our
+offshore customers through six stockpoint facilities located
+along the Gulf of Mexico in Texas and Louisiana and our
+land-based customers through eleven stockpoint facilities in
+Texas, Louisiana, Oklahoma and New Mexico.
+Drilling Fluids — Drilling fluid products and
+systems are used to cool and lubricate the bit during drilling
+operations, contain formation pressures (thereby minimizing
+blowout risk), suspend and remove rock cuttings from the hole
+and maintain the stability of the wellbore. Technical services
+are provided to ensure that the products and systems are applied
+effectively to optimize drilling operations.
+Completion Fluids — After a well is drilled,
+the well casing is set and cemented into place. At that point,
+the drilling fluid services are complete and the drilling fluids
+are circulated out of the well and replaced with completion
+fluids. Completion fluids, also known as clear brine fluids, are
+solids-free, clear salt solutions that have high specific
+gravities. Combined with a range of specialty chemicals, these
+fluids are used to control bottom-hole pressures and to meet
+specific corrosion, inhibition, viscosity and fluid loss
+requirements.
+5
+Table of Contents 
+Raw Materials — Our drilling and completion
+fluids operations depend on the availability of the following
+raw materials:
+Drilling 
+Completion 
+barite 
+calcium chloride 
+bentonite 
+calcium bromide zinc bromide 
+We obtain these raw materials through purchases made on the spot
+market and supply contracts with producers of these raw
+materials.
+Barite Grinding Facility — We own and operate a
+barite grinding facility with two barite grinding mills in
+Houma, Louisiana. This facility allows us to grind raw barite
+into the powder additive used in drilling fluids.
+Other Equipment — We own 20 trucks and 71
+trailers and lease another 22 trucks which are used to transport
+drilling and completion fluids and related equipment.
+Oil and Natural Gas Operations 
+General — We are engaged in the development,
+exploration, acquisition and production of oil and natural gas.
+Our oil and natural gas business operates primarily in producing
+regions of West Texas, South Texas, Southeastern New Mexico,
+Utah and Mississippi. We significantly expanded our oil and
+natural gas operations in 2004 through our acquisition of TMBR/
+Sharp Drilling, Inc. (“TMBR”). The oil and natural gas
+assets acquired in the acquisition of TMBR included both proved
+reserves and undeveloped properties. Management is assessing the
+acquired undeveloped prospects and will make determinations as
+to the extent future capital will be expended to develop those
+prospects. We also selectively acquire leasehold acreage and
+producing properties.
+Oil and Natural Gas Reserves — Estimates,
+derived from reserve reports provided by M. Brian Wallace, an
+independent petroleum engineer, of our proved reserves and
+estimated future net revenues from our proved reserves as of
+December 31, 2004, 2003 and 2002 are in the table below.
+The estimates were based upon production histories, current
+market prices for oil and natural gas, and other geologic,
+ownership and engineering data provided by us. The present
+values (discounted at 10% before income taxes) of estimated
+future net revenues shown in the table are not intended to
+represent the current market value of the estimated oil and
+natural gas reserves. For further information concerning the
+present value of estimated future net revenues from these proved
+reserves, see Note 20 of Notes to Consolidated Financial
+Statements included as a part of Item 8 of this Report.
+Proved oil and natural gas reserves are the estimated quantities
+of oil and natural gas which geological and engineering data
+demonstrate, with reasonable certainty, to be recoverable in
+future years from known reservoirs under existing economic and
+operating conditions. Reserves are considered proved if they are
+supported by either actual production or conclusive formation
+tests and future production is determined to be economical.
+As of December 31, 
+2004 
+2003 
+2002 
+(In thousands) 
+Proved Reserves: 
+Oil (Bbls) 
+1,714 
+1,147 
+1,227 
+Gas (Mcf) 
+8,246 
+5,267 
+6,240 
+Total (BOE) 
+3,088 
+2,025 
+2,267 
+Estimated future net revenues before income taxes 
+$ 
+84,952 
+$ 
+47,873 
+$ 
+46,016 
+Present value of estimated future net revenues before income
+taxes, discounted at 10% 
+$ 
+59,519 
+$ 
+34,371 
+$ 
+32,308 
+Standardized measure of discounted future net cash flows(1) 
+$ 
+37,542 
+$ 
+23,950 
+$ 
+21,100 
+(1) 
+For the calculation of standardized measure of discounted future
+net cash flows, see Note 20 of Notes to Consolidated
+Financial Statements included as a part of Item 8 of this
+Report. 
+6
+Table of Contents 
+A barrel (Bbl) of oil is 42 U.S. gallons and represents the
+basic unit for measuring production of crude oil and condensate.
+An Mcf of natural gas refers to a volume of 1,000 cubic feet
+under prescribed conditions of pressure and temperature and
+represents the basic unit for measuring volumes of produced
+natural gas. A barrel of equivalent (BOE) in reference to
+natural gas equivalents is determined using the rate of six Mcf
+of natural gas to one Bbl of crude oil or condensate.
+Production — At December 31, 2004, we held
+a working interest in 440 productive wells, of which 266 were
+considered oil and 174 were considered natural gas. A productive
+well is a well producing oil or natural gas in commercial
+quantities. A working interest is the operating interest under
+an oil or natural gas lease which gives the owner the right to
+explore for and produce oil or natural gas from the lease. We
+were the operator of 199 of these productive wells at
+December 31, 2004. The following table sets forth our
+average net oil and natural gas production, average sales price
+and average production costs. Production costs are costs
+incurred to operate and maintain our wells and related
+equipment. These costs include labor, well service and repair,
+utilities, field supervision, property taxes, production and
+severance taxes and related charges.
+Years Ended December 31, 
+2004 
+2003 
+2002 
+Average net daily production: 
+Oil (Bbls) 
+1,071 
+788 
+794 
+Gas (Mcf) 
+7,429 
+5,656 
+5,109 
+Total (BOE) 
+2,309 
+1,731 
+1,646 
+Average sales prices: 
+Oil (per Bbl) 
+$ 
+39.12 
+$ 
+30.54 
+$ 
+25.02 
+Gas (per Mcf) 
+5.81 
+4.97 
+2.91 
+Average production costs (per BOE) 
+$ 
+7.18 
+$ 
+5.51 
+$ 
+5.11 
+Productive Wells — The number of productive
+wells in which we held a working interest as of
+December 31, 2004 are in the table below. One or more
+completions in the same well bore are reflected as one well.
+Productive 
+Wells 
+Gross 
+Net 
+Oil 
+266 
+53.26 
+Gas 
+174 
+24.65 
+Total 
+440 
+77.91 
+7
+Table of Contents 
+Developed and Undeveloped Acreage — Developed
+and undeveloped acreage in which we owned a working interest at
+December 31, 2004 follows:
+Developed 
+Undeveloped 
+Acreage 
+Acreage 
+Location 
+Gross 
+Net 
+Gross 
+Net 
+Texas 
+74,379 
+14,027 
+40,484 
+10,551 
+Kansas 
+320 
+45 
+— 
+— 
+Louisiana 
+1,920 
+96 
+— 
+— 
+New York 
+160 
+131 
+— 
+— 
+New Mexico 
+19,959 
+3,943 
+23,693 
+3,943 
+Mississippi 
+2,920 
+668 
+8,366 
+1,840 
+Oklahoma 
+640 
+19 
+— 
+— 
+Pennsylvania 
+880 
+129 
+— 
+— 
+Utah 
+— 
+— 
+13,292 
+1,994 
+Total 
+101,178 
+19,058 
+85,835 
+18,328 
+Undeveloped acreage is leased acres on which wells have not been
+drilled to a point that would permit production of commercial
+quantities of oil and natural gas. Developed acreage is leased
+acres that have been assigned to productive wells. Our gross
+acreage is the total number of acres in which we own a working
+interest, regardless of the size of our working interest in the
+acreage. Our net acreage is the gross acreage proportionally
+reduced to our working interest percentage in the acreage.
+Many of our leases summarized in the table above as undeveloped
+acreage will expire at the end of their respective primary terms
+unless production has been obtained from the acreage prior to
+that date. If production is obtained, the lease will remain in
+effect until the cessation of production. Undeveloped acreage
+subject to leases summarized in the table above are scheduled to
+expire as follows:
+Lease Acres 
+Expiring 
+Gross 
+Net 
+Year ending: 
+December 31, 2005 
+29,865 
+5,711 
+December 31, 2006 
+16,281 
+3,693 
+December 31, 2007 and later 
+39,689 
+8,924 
+Total 
+85,835 
+18,328 
+Drilling Activities — The results of our
+participation in the drilling of developmental and exploratory
+wells during 2004, 2003 and 2002 follows:
+Developmental Wells 
+Exploratory Wells 
+Productive 
+Dry Holes 
+Productive 
+Dry Holes 
+Gross 
+Net 
+Gross 
+Net 
+Gross 
+Net 
+Gross 
+Net 
+Year ending: 
+December 31, 2004 
+22 
+4.55 
+— 
+— 
+10 
+2.01 
+6 
+1.71 
+December 31, 2003 
+27 
+4.58 
+11 
+2.52 
+12 
+1.99 
+4 
+0.88 
+December 31, 2002 
+24 
+4.17 
+11 
+2.67 
+6 
+0.56 
+1 
+0.25 
+In addition, we were participating in nine wells, 1.92 net,
+that were being drilled at December 31, 2004.
+Generally, a developmental well is a well that is drilled into
+an oil and natural gas reservoir that is known to be productive.
+An exploratory well is a well that is drilled to find oil and
+natural gas in an unproved area.
+8
+Table of Contents 
+Customers 
+The customers of each of our four business segments are oil and
+natural gas operators or purchasers of these commodities. Our
+customer base includes both major and independent oil and
+natural gas operators. During 2004, no single customer accounted
+for 10% or more of our consolidated operating revenues.
+Competition 
+Contract Drilling and Pressure Pumping
+Businesses — Our land drilling and pressure
+pumping businesses are highly competitive. Often times,
+available land drilling rigs and pressure pumping equipment
+exceed the demand for such equipment. The equipment can also be
+moved from one market to another in response to market
+conditions.
+Drilling and Completion Fluids Business — The
+drilling and completion fluids industry is highly competitive
+and price is generally the most important factor. Other
+competitive factors include the availability of chemicals and
+experienced personnel, the reputation of the fluids services
+provider in the drilling industry and relationships with
+customers. Some of our competitors have substantially more
+resources and longer operating histories than we have.
+Oil and Natural Gas Business — There is
+substantial competition for the acquisition of oil and natural
+gas leases suitable for development and exploration and for
+experienced personnel. Our competitors in this business include:
+• 
+major integrated oil and natural gas operators, 
+• 
+independent oil and natural gas operators, and 
+• 
+drilling and production purchase programs. 
+Our ability to increase our oil and natural gas reserves in the
+future is directly dependent upon our ability to select, acquire
+and develop suitable prospects. Many of our competitors have
+facilities and financial and human resources greater than ours.
+Government and Environmental Regulation 
+All of our operations and facilities are subject to numerous
+Federal, state, foreign, and local laws, rules and regulations
+related to various aspects of our business, including:
+• 
+drilling of oil and natural gas wells, 
+• 
+containment and disposal of hazardous materials, oilfield waste,
+other waste materials and acids, 
+• 
+use of underground storage tanks, and 
+• 
+use of underground injection wells. 
+To date, applicable environmental laws and regulations have not
+required the expenditure of significant resources. We do not
+anticipate any material capital expenditures for environmental
+control facilities or extraordinary expenditures to comply with
+environmental rules and regulations in the foreseeable future.
+However, compliance costs under existing laws or under any new
+requirements could become material and we could incur liability
+in any instance of noncompliance.
+Our business is generally affected by political developments and
+by Federal, state, foreign, and local laws and regulations,
+which relate to the oil and natural gas industry. The adoption
+of laws and regulations affecting the oil and natural gas
+industry for economic, environmental and other policy reasons
+could increase costs relating to drilling and production. They
+could have an adverse effect on our operations. Several state
+and Federal environmental laws and regulations currently apply
+to our operations and may become more stringent in the future.
+We use operating and disposal practices that are standard in the
+industry. However, hydrocarbons and other materials may have
+been disposed of or released in or under properties currently or
+formerly owned or
+9
+Table of Contents 
+operated by us or our predecessors. In addition, some of these
+properties have been operated by third parties over whom we have
+no control of their treatment of hydrocarbon and other materials
+or the manner in which they may have disposed of or released
+such materials.
+The Federal Comprehensive Environmental Response Compensation
+and Liability Act of 1980, as amended, commonly known as CERCLA,
+and comparable state statutes impose strict liability on:
+• 
+owners and operators of sites, and 
+• 
+persons who disposed of or arranged for the disposal of
+“hazardous substances” found at sites. 
+The Federal Resource Conservation and Recovery Act
+(“RCRA”), as amended, and comparable state statutes
+govern the disposal of “hazardous wastes.” Although
+CERCLA currently excludes petroleum from the definition of
+“hazardous substances,” and RCRA also excludes certain
+classes of exploration and production wastes from regulation,
+such exemptions by Congress under both CERCLA and RCRA may be
+deleted, limited, or modified in the future. If such changes are
+made to CERCLA and/or RCRA, we could be required to remove and
+remediate previously disposed of materials (including materials
+disposed of or released by prior owners or operators) from
+properties (including ground water contaminated with
+hydrocarbons) and to perform removal or remedial actions to
+prevent future contamination.
+The Federal Water Pollution Control Act and the Oil Pollution
+Act of 1990, as amended, and implementing regulations govern:
+• 
+the prevention of discharges, including oil and produced water
+spills, and 
+• 
+liability for drainage into waters. 
+The Oil Pollution Act is more comprehensive and stringent than
+previous oil pollution liability and prevention laws. It imposes
+strict liability for a comprehensive and expansive list of
+damages from an oil spill into waters from facilities. Liability
+may be imposed for oil removal costs and a variety of public and
+private damages. Penalties may also be imposed for violation of
+Federal safety, construction and operating regulations, and for
+failure to report a spill or to cooperate fully in a clean-up.
+The Oil Pollution Act also expands the authority and capability
+of the Federal government to direct and manage oil spill
+clean-up and operations, and requires operators to prepare oil
+spill response plans in cases where it can reasonably be
+expected that substantial harm will be done to the environment
+by discharges on or into navigable waters. We have spill
+prevention control and countermeasure plans in place for our oil
+and natural gas properties in each of the areas in which we
+operate and for each of the stockpoints operated by our drilling
+and completion fluids business. Failure to comply with ongoing
+requirements or inadequate cooperation during a spill event may
+subject a responsible party, such as us, to civil or criminal
+actions. Although the liability for owners and operators is the
+same under the Federal Water Pollution Act, the damages
+recoverable under the Oil Pollution Act are potentially much
+greater and can include natural resource damages.
+Our operations are also subject to Federal, state and local
+regulations for the control of air emissions. The Federal Clean
+Air Act, as amended, and various state and local laws impose
+certain air quality requirements on us. Amendments to the Clean
+Air Act revised the definition of “major source” such
+that emissions from both wellhead and associated equipment
+involved in oil and natural gas production may be added to
+determine if a source is a “major source.” As a
+consequence, more facilities may become major sources and thus
+would be required to obtain operating permits. This permitting
+process may require capital expenditures in order to comply with
+permit limits.
+Risks and Insurance 
+Our operations are subject to the many hazards inherent in the
+drilling business, including:
+• 
+accidents at the work location, 
+• 
+blow-outs, 
+• 
+cratering, 
+10
+Table of Contents 
+• 
+fires, and 
+• 
+explosions. 
+These hazards could cause:
+• 
+personal injury or death, 
+• 
+suspension of drilling operations, or 
+• 
+serious damage or destruction of the equipment involved and, in
+addition to environmental damage, could cause substantial damage
+to producing formations and surrounding areas. 
+Damage to the environment, including property contamination in
+the form of either soil or ground water contamination, could
+also result from our operations, particularly through:
+• 
+oil or produced water spillage, 
+• 
+natural gas leaks, and 
+• 
+fires. 
+In addition, we could become subject to liability for reservoir
+damages. The occurrence of a significant event, including
+pollution or environmental damages, could materially affect our
+operations and financial condition.
+As a protection against operating hazards, we maintain insurance
+coverage we believe to be adequate, including:
+• 
+all-risk physical damages, 
+• 
+employer’s liability, 
+• 
+commercial general liability, and 
+• 
+workers compensation insurance. 
+We believe that we are adequately insured for public liability
+and property damage to others with respect to our operations.
+However, such insurance may not be sufficient to protect us
+against liability for all consequences of:
+• 
+personal injury, 
+• 
+well disasters, 
+• 
+extensive fire damage, 
+• 
+damage to the environment, or 
+• 
+other hazards. 
+We also carry insurance coverage for major physical damage to
+our drilling rigs. However, we do not carry insurance against
+loss of earnings resulting from such damage. In view of the
+difficulties that may be encountered in renewing such insurance
+at reasonable rates, no assurance can be given that:
+• 
+we will be able to maintain the type and amount of coverage that
+we believe to be adequate at reasonable rates, or 
+• 
+any particular types of coverage will be available. 
+In addition to insurance coverage, we also attempt to obtain
+indemnification from our customers for certain risks. These
+indemnity agreements typically require our customers to hold us
+harmless in the event of loss of production or reservoir damage.
+These contractual indemnifications may not be supported by
+adequate insurance maintained by the customer.
+11
+Table of Contents 
+Employees 
+We employed approximately 6,800 full-time persons (300
+office personnel and 6,500 field personnel) at December 31,
+2004. The number of field employees fluctuates depending on the
+current and expected demand for our services. We consider our
+employee relations to be satisfactory. None of our employees are
+represented by a union.
+Seasonality 
+Seasonality does not significantly affect our overall
+operations. However, our pressure pumping division in Appalachia
+and our drilling operations in Canada are subject to slow
+periods of activity during the Spring thaw. In addition, our
+drilling operations in Canada are subject to slow periods of
+activity during the Fall.
+Raw Materials and Subcontractors 
+We use many suppliers of raw materials and services. These
+materials and services have historically been available,
+although there is no assurance that such materials and services
+will continue to be available on favorable terms or at all. We
+also utilize numerous independent subcontractors from various
+trades.
+Incorporation by Reference 
+The various factors disclosed under the caption “Forward
+Looking Statements and Cautionary Statements for Purposes of the
+’Safe Harbor’ Provisions of the Private Securities
+Litigation Reform Act of 1995,” beginning on page 14
+of this Report, are incorporated by this reference into
+Items 1 and 2 of this Report. Readers of this Report should
+review those factors in conjunction with their review of
+Items 1 and 2.
+Corporate Headquarters, Field Offices and Other Facilities 
+Our corporate headquarters are located in Snyder, Texas. We also
+have a number of offices, yards and stockpoint facilities
+located in our various operating areas.
+Our corporate headquarters are located at 4510 Lamesa Highway,
+Snyder, Texas, and our telephone number at that address is
+(325) 574-6300. There are a number of improvements at our
+headquarters, including:
+• 
+office buildings with approximately 34,000 square feet of
+office space and storage, 
+• 
+a shop facility with approximately 7,000 square feet used
+for drilling equipment repairs and metal fabrication, 
+• 
+a truck shop facility with approximately 10,000 square feet
+used to maintain, overhaul and repair our truck fleet, 
+• 
+an engine shop facility with approximately 20,000 square
+feet used to overhaul and repair the engines that power our
+drilling rigs, and 
+• 
+an open-ended metal storage facility with approximately
+10,000 square feet. 
+We have regional administrative offices, yards and stockpoint
+facilities in many of the areas in which we operate. The
+facilities are primarily used to support day-to-day operations,
+including the repair and maintenance of equipment as well as the
+storage of equipment, inventory and supplies and to facilitate
+administrative responsibilities and sales.
+Contract Drilling Operations — Our drilling
+services are supported by several administrative offices and
+yard facilities located throughout our areas of operations
+including:
+• 
+Texas, 
+• 
+New Mexico, 
+• 
+Oklahoma, 
+12
+Table of Contents 
+• 
+Colorado, 
+• 
+Utah, 
+• 
+Wyoming, and 
+• 
+Western Canada. 
+Pressure Pumping — Our pressure pumping
+services are supported by several offices and yard facilities
+located throughout our areas of operations including:
+• 
+Pennsylvania, 
+• 
+Ohio, 
+• 
+West Virginia, 
+• 
+Kentucky, 
+• 
+Wyoming, and 
+• 
+Tennessee. 
+Drilling and Completion Fluids — Our drilling
+and completion fluids services are supported by several
+administrative offices and stockpoint facilities located
+throughout our areas of operations including:
+• 
+Texas, 
+• 
+Louisiana, 
+• 
+New Mexico, and 
+• 
+Oklahoma. 
+Oil and Natural Gas — Our oil and natural gas
+services are supported by administrative and field offices in
+Texas.
+We own our headquarters in Snyder, Texas, as well as several of
+our other facilities. We also lease a number of facilities and
+we do not believe that any one of the leased facilities is
+individually material to our operations. We believe that our
+existing facilities are suitable and adequate to meet our needs.
+Item 3. 
+Legal Proceedings. 
+We are party to various legal proceedings arising in the normal
+course of our business. We do not believe that the outcome of
+these proceedings, either individually or in the aggregate, will
+have a material adverse effect on our financial condition.
+Item 4. 
+Submission of Matters to a Vote of Security
+Holders. 
+None.
+13
+Table of Contents 
+FORWARD LOOKING STATEMENTS AND CAUTIONARY 
+STATEMENTS FOR PURPOSES OF THE “SAFE HARBOR”
+PROVISIONS 
+OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 
+From time to time, we make written or oral forward-looking
+statements, including statements contained in this Annual Report
+on Form 10-K, our other filings with the SEC, press
+releases and reports to stockholders. These forward-looking
+statements are made pursuant to the “Safe Harbor’
+provisions of the Private Securities Litigation Reform Act of
+1995. These statements include, without limitation, statements
+relating to liquidity, financing of operations, sources and
+sufficiency of funds and impact of inflation. The words
+“believes,” “budgeted,” “expects,”
+“project,” “will,” “could,”
+“may,” “plans,” “intends,”
+“strategy,” or “anticipates,” and similar
+expressions are used to identify our forward-looking statements.
+We do not undertake to update, revise, or correct any of our
+forward-looking information.
+We include the following cautionary statement in accordance with
+the “Safe Harbor’ provisions of the Private Securities
+Litigation Reform Act of 1995 for any forward-looking statement
+made by us, or on our behalf. The factors identified in this
+cautionary statement are important factors (but not necessarily
+all of the important factors) that could cause actual results to
+differ materially from those expressed in any forward-looking
+statement made by us, or on our behalf. Where any such
+forward-looking statement includes a statement of the
+assumptions or bases underlying such forward-looking statement,
+we caution that, while we believe such assumptions or bases to
+be reasonable and make them in good faith, assumed facts or
+bases almost always vary from actual results. The differences
+between assumed facts or bases and actual results can be
+material, depending upon the circumstances.
+Where, in any forward-looking statement, we express an
+expectation or belief as to the future results, such expectation
+or belief is expressed in good faith and believed to have a
+reasonable basis. However, there can be no assurance that the
+statement of expectation or belief will result, or be achieved
+or accomplished. Taking this into account, the following are
+identified as important risk factors currently applicable to, or
+which could readily be applicable to, us:
+We are Dependent on the Oil and Natural Gas Industry and
+Market Prices for Oil and Natural Gas. Declines in Oil and
+Natural Gas Prices Have Adversely Affected Our
+Operations. 
+Our revenue, profitability and rate of growth are substantially
+dependent upon prevailing prices for oil and natural gas. For
+many years, oil and natural gas prices and, therefore, the level
+of drilling, exploration, development and production, have been
+extremely volatile. Prices are affected by:
+• 
+market supply and demand, 
+• 
+international military, political and economic
+conditions, and 
+• 
+the ability of the Organization of Petroleum Exporting
+Countries, commonly known as OPEC, to set and maintain
+production and price targets. 
+All of these factors are beyond our control. Natural gas prices
+fell from an average of $6.23 per Mcf in the first quarter
+of 2001 to an average of $2.51 per Mcf for the same period
+in 2002. During this same period, the average number of our rigs
+operating dropped by approximately 50%. The average market price
+of natural gas improved from $3.36 in 2002 to $5.45 in 2003 and
+$5.95 in 2004 resulting in an increase in demand for our
+drilling services. Our average number of rigs operating
+increased from 126 in 2002 to 188 in 2003 and to 211 in 2004. We
+expect oil and natural gas prices to continue to be volatile and
+to affect our financial condition and operations and ability to
+access sources of capital.
+A General Excess of Operable Land Drilling Rigs Adversely
+Affects Our Profit Margins Particularly in Times of Weaker
+Demand. 
+The North American land drilling industry has experienced many
+downturns in demand over the last several years. During these
+periods, there have been substantially more drilling rigs
+available than necessary to meet demand. As a result, drilling
+contractors have had difficulty sustaining profit margins.
+14
+Table of Contents 
+In addition to adverse effects that future declines in demand
+could have on us, ongoing factors which could adversely affect
+utilization rates and pricing, even in an environment of high
+oil and natural gas prices and increased drilling activity,
+include:
+• 
+movement of drilling rigs from region to region, 
+• 
+reactivation of land-based drilling rigs, or 
+• 
+construction of new drilling rigs. 
+We cannot predict either the future level of demand for our
+contract drilling services or future conditions in the oil and
+natural gas contract drilling business.
+Shortages of Drill Pipe, Replacement Parts and Other
+Related Rig Equipment Adversely Affects Our Operating
+Results. 
+During periods of increased demand for drilling services, the
+industry has experienced shortages of drill pipe, replacement
+parts and other related rig equipment. These shortages can cause
+the price of these items to increase significantly and require
+that orders for the items be placed well in advance of expected
+use. These price increases and delays in delivery may require us
+to increase capital and repairs expenditures in our contract
+drilling segment. Severe shortages could impair our ability to
+operate our drilling rigs.
+The Various Business Segments in Which We Operate Are
+Highly Competitive with Excess Capacity which may Adversely
+Affect Our Operating Results. 
+Our land drilling and pressure pumping businesses are highly
+competitive. Often times, available land drilling rigs and
+pressure pumping equipment exceed the demand for such equipment.
+This excess capacity has resulted in substantial competition for
+drilling and pressure pumping contracts. The fact that drilling
+rigs and pressure pumping equipment are mobile and can be moved
+from one market to another in response to market conditions
+heightens the competition in the industry.
+We believe that price competition for drilling and pressure
+pumping contracts will continue for the foreseeable future due
+to the existence of available rigs and pressure pumping
+equipment.
+In recent years, many drilling and pressure pumping companies
+have consolidated or merged with other companies. Although this
+consolidation has decreased the total number of competitors, we
+believe the competition for drilling and pressure pumping
+services will continue to be intense.
+The drilling and completion fluids services industry is highly
+competitive. Price is generally the most important factor. Other
+competitive factors include the availability of chemicals and
+experienced personnel, the reputation of the fluids services
+provider in the drilling industry and relationships with
+customers. Some of our competitors have substantially more
+resources and longer operating histories than we have.
+Labor Shortages Adversely Affect Our Operating
+Results. 
+During periods of increasing demand for contract drilling
+services, the industry experiences shortages of qualified
+drilling rig personnel. During these periods, our ability to
+attract and retain sufficient qualified personnel to market and
+operate our drilling rigs is adversely affected which negatively
+impacts both our operations and profitability. Operationally, it
+is more difficult to hire qualified personnel which adversely
+affects our ability to mobilize inactive rigs in response to the
+increased demand for our contract drilling services.
+Additionally, wage rates for drilling personnel are likely to
+increase, resulting in greater operating costs.
+Continued Growth Through Rig Acquisition is Not
+Assured. 
+We have increased our drilling rig fleet over the past several
+years through mergers and acquisitions. The land drilling
+industry has experienced significant consolidation over the past
+several years, and there can be no
+15
+Table of Contents 
+assurance that acquisition opportunities will continue to be
+available. Additionally, we are likely to continue to face
+intense competition from other companies for available
+acquisition opportunities.
+There can be no assurance that we will:
+• 
+have sufficient capital resources to complete additional
+acquisitions, 
+• 
+successfully integrate acquired operations and assets, 
+• 
+effectively manage the growth and increased size, 
+• 
+successfully deploy idle or stacked rigs, 
+• 
+maintain the crews and market share to operate drilling rigs
+acquired, or 
+• 
+successfully improve our financial condition, results of
+operations, business or prospects in any material manner as a
+result of any completed acquisition. 
+We may incur substantial indebtedness to finance future
+acquisitions and also may issue equity securities or convertible
+securities in connection with any such acquisitions. Debt
+service requirements could represent a significant burden on our
+results of operations and financial condition and the issuance
+of additional equity would be dilutive to existing stockholders.
+Also, continued growth could strain our management, operations,
+employees and other resources.
+The Nature of our Business Operations Presents Inherent
+Risks of Loss that, if not Insured or Indemnified Against, Could
+Adversely Affect Our Operating Results. 
+Our operations are subject to many hazards inherent in the
+contract drilling, pressure pumping, and drilling and completion
+fluids businesses, which in turn could cause personal injury or
+death, work stoppage, or serious damage to our equipment. Our
+operations could also cause environmental and reservoir damages.
+We maintain insurance coverage and have indemnification
+agreements with many of our customers. However, there is no
+assurance that such insurance or indemnification agreements
+would adequately protect us against liability or losses from all
+consequences of the hazards. Additionally, there can be no
+assurance that insurance would be available to cover any or all
+of these risks, or, even if available, that insurance premiums
+or other costs would not rise significantly in the future, so as
+to make such insurance prohibitive.
+We have elected in some cases to accept a greater amount of risk
+through increased deductibles on certain insurance policies. For
+example, we maintain a $1.0 million per occurrence
+deductible on our workers’ compensation insurance and our
+general liability insurance coverages. These levels of
+self-insurance expose us to increased operating costs and risks.
+Violations of Environmental Laws and Regulations Could
+Materially Adversely Affect Our Operating Results. 
+The drilling of oil and natural gas wells is subject to various
+Federal, state, foreign, and local laws, rules and regulations.
+The cost of compliance with these laws and regulations could be
+substantial. Failure to comply with these requirements could
+expose us to substantial civil and criminal penalties. In
+addition, Federal law imposes a variety of regulations on
+“responsible parties” related to the prevention of oil
+spills and liability for damages from such spills. As an owner
+and operator of land-based drilling rigs, we may be deemed to be
+a responsible party under Federal law. Our operations and
+facilities are subject to numerous state and Federal
+environmental laws, rules and regulations, including, without
+limitation, laws concerning the containment and disposal of
+hazardous substances, oil field waste and other waste materials,
+the use of underground storage tanks and the use of underground
+injection wells.
+Some of Our Contract Drilling Services are Done Under
+Turnkey and Footage Contracts, Which are Financially
+Risky. 
+A portion of our contract drilling is performed under turnkey
+and footage contracts, which involve significant risks. Under
+turnkey drilling contracts, we contract to drill a well to a
+certain depth under specified
+16
+Table of Contents 
+conditions at a fixed price. Under footage contracts, we
+contract to drill a well to a certain depth under specified
+conditions at a fixed price per foot. The risk to us under these
+types of drilling contracts are greater than on a well drilled
+on a daywork basis. Unlike daywork contracts, we must bear the
+cost of services until the target depth is reached. In addition,
+we must assume most of the risk associated with the drilling
+operations, generally assumed by the operator of the well on a
+daywork contract, including blowouts, loss of hole from fire,
+machinery breakdowns and abnormal drilling conditions.
+Accordingly, if severe drilling problems are encountered in
+drilling wells under such contracts, we could suffer substantial
+losses.
+Anti-takeover Measures in Our Charter Documents and Under
+State Law Could Discourage an Acquisition and Thereby Affect the
+Related Purchase Price. 
+We are a Delaware corporation subject to the Delaware General
+Corporation Law, including Section 203, an anti-takeover
+law enacted in 1988. We have also enacted certain anti-takeover
+measures, including a stockholders’ rights plan. In
+addition, our Board of Directors has the authority to issue up
+to one million shares of preferred stock and to determine the
+price, rights (including voting rights), conversion ratios,
+preferences and privileges of that stock without further vote or
+action by the holders of the common stock. As a result of these
+measures and others, potential acquirers might find it more
+difficult or be discouraged from attempting to effect an
+acquisition transaction with us. This may deprive holders of our
+securities of certain opportunities to sell or otherwise dispose
+of the securities at above-market prices pursuant to any such
+transactions.
+17
+Table of Contents 
+PART II 
+Item 5. 
+Market for Registrant’s Common Equity and Related
+Stockholder Matters and Issuer Purchases of Equity
+Securities. 
+(a) 
+Market Information 
+Our common stock, par value $0.01 per share, is publicly
+traded on the Nasdaq National Market and is quoted under the
+symbol “PTEN.” Our common stock is included in the
+S&P MidCap 400 Index and several other market indexes. The
+following table provides high and low sales prices of our common
+shares for the periods indicated, adjusted to reflect the
+two-for-one stock split on June 30, 2004:
+High 
+Low 
+2004: 
+First quarter 
+$ 
+19.20 
+$ 
+15.75 
+Second quarter 
+19.56 
+14.52 
+Third quarter 
+19.88 
+15.69 
+Fourth quarter 
+20.45 
+17.85 
+2003: 
+First quarter 
+$ 
+17.75 
+$ 
+13.55 
+Second quarter 
+18.49 
+15.90 
+Third quarter 
+16.14 
+12.58 
+Fourth quarter 
+16.97 
+12.84 
+(b) 
+Holders 
+As of January 24, 2005, there were approximately 940
+holders of record and approximately 48,000 beneficial holders of
+our common shares.
+(c) 
+Dividends and Buyback Program 
+No dividend was declared or paid in 2003. On April 28,
+2004, our Board of Directors approved the initiation of a
+quarterly cash dividend of $0.02 on each share of our common
+stock which was paid on June 2, 2004. Quarterly cash
+dividends in the amount of $0.02 per share were also paid
+on September 1, 2004 and December 1, 2004. Total cash
+dividends paid in 2004 were approximately $10 million. In
+February 2005, our Board of Directors approved an increase
+in the quarterly cash dividend on our common stock to $0.04 per
+share form $0.02 per share. The next quarterly cash dividend is
+to be paid to holders of record on February 28, 2005 and
+paid on March 4, 2005. On April 28, 2004, our Board of
+Directors authorized a two-for-one stock split in the form of a
+stock dividend which was distributed on June 30, 2004. The
+amount and timing of all future dividend payments is subject to
+the discretion of the Board of Directors and will depend upon
+business conditions, results of operations, financial
+conditions, terms of our credit facilities and other factors.
+On June 7, 2004, our Board of Directors authorized a stock
+buyback program for the purchase of up to $30 million of
+our outstanding common stock. Repurchases may be made from time
+to time as, in the opinion of management, market conditions
+warrant, in the open market or in privately negotiated
+transactions. We did not repurchase any of our shares in the
+fourth quarter of 2004.
+18
+Table of Contents 
+(d) 
+Securities Authorized for Issuance Under Equity
+Compensation Plans 
+Equity compensation to our employees, officers and directors as
+of December 31, 2004 follows:
+Equity Compensation Plan Information 
+Number of 
+Number of 
+Securities 
+Securities to 
+Weighted- 
+Remaining Available 
+be Issued upon 
+Average Exercise 
+for Future Issuance 
+Exercise of 
+Price of 
+under Equity 
+Outstanding 
+Outstanding 
+Compensation Plans 
+Options, 
+Options, 
+(Excluding 
+Warrants and 
+Warrants and 
+Securities Reflected 
+Plan Category 
+Rights 
+Rights 
+in Column(a)) 
+(a) 
+(b) 
+(c) 
+Equity compensation plans approved by security holders 
+8,635,720 
+$ 
+12.64 
+3,482,992 
+(1) 
+Equity compensation plans not approved by security holders(2) 
+1,370,322 
+$ 
+9.74 
+78,161 
+Total 
+10,006,042 
+$ 
+12.24 
+3,561,153 
+(1) 
+The Patterson-UTI Energy, Inc. Amended and Restated 1997
+Long-Term Incentive Plan, as amended, allows for the grant of
+restricted shares and performance awards, in addition to stock
+options and stock appreciation rights, to key employees,
+officers and directors, which are subject to certain vesting and
+forfeiture provisions. Of the securities remaining available for
+future issuance under equity compensation plans approved by
+security holders in column (c), there are 2,997,992 securities
+available under this plan. 
+(2) 
+The Amended and Restated Patterson-UTI Energy, Inc. 2001
+Long-Term Incentive Plan was approved by the Board of Directors
+in July 2001. The terms of the Plan provide for grants of stock
+options, stock appreciation rights, shares of restricted stock
+and performance awards to eligible employees other than officers
+and directors. No Incentive Stock Options may be awarded under
+the Plan. All options are granted with an exercise price equal
+to or greater than the fair market value of the common stock at
+the time of grant. The vesting schedule and term are set by the
+Compensation Committee of the Board of Directors. 
+In July 2001, the Board of Directors approved option grants, not
+included in any of the stock option plans, for two non-employee
+directors. Each of the two non-employee directors was granted an
+option to purchase 24,000 shares of our common stock
+at an exercise price greater than the fair market value of our
+common stock on the grant date. The options vested in November
+2001 and expire in November 2005. As of December 31, 2004,
+one of these options to purchase 24,000 shares of our common
+stock was outstanding. 
+19
+Table of Contents 
+Item 6. 
+Selected Financial Data. 
+Our selected consolidated financial data as of December 31,
+2004, 2003, 2002, 2001 and 2000, and for each of the five years
+then ended should be read in conjunction with
+“Management’s Discussion and Analysis of Financial
+Condition and Results of Operations” and the Consolidated
+Financial Statements and related Notes thereto, included as
+Items 7 and 8, respectively, of this Report. The
+historical financial data presented below, has been restated to
+provide for (i) the retroactive effect of the merger with
+UTI Energy Corp., on May 8, 2001; (ii) the
+retroactive application of the equity method of accounting for
+our investment in TMBR and (iii) a two-for-one stock split
+that occurred in 2004. Certain reclassifications have been made
+to the historical financial data to conform with the 2004
+presentation.
+Years Ended December 31, 
+2004 
+2003 
+2002 
+2001 
+2000 
+(In thousands) 
+Income Statement Data: 
+Operating revenues: 
+Contract drilling 
+$ 
+809,691 
+$ 
+639,694 
+$ 
+410,295 
+$ 
+839,931 
+$ 
+512,998 
+Pressure pumping 
+66,654 
+46,083 
+32,996 
+39,600 
+21,465 
+Drilling and completion fluids 
+90,557 
+69,230 
+69,943 
+94,456 
+32,053 
+Oil and natural gas 
+33,867 
+21,163 
+14,723 
+15,988 
+15,806 
+Total 
+1,000,769 
+776,170 
+527,957 
+989,975 
+582,322 
+Operating costs and expenses: 
+Contract drilling 
+556,869 
+475,224 
+318,201 
+487,343 
+384,840 
+Pressure pumping 
+37,561 
+26,184 
+19,802 
+21,146 
+13,403 
+Drilling and completion fluids 
+76,503 
+61,424 
+60,762 
+80,034 
+26,545 
+Oil and natural gas 
+7,978 
+4,808 
+3,956 
+5,190 
+4,872 
+Depreciation, depletion, amortization and impairment 
+119,395 
+97,998 
+91,216 
+86,159 
+61,464 
+General and administrative 
+32,007 
+27,709 
+26,140 
+28,561 
+22,190 
+Bad debt expense 
+897 
+259 
+320 
+2,045 
+570 
+Merger costs 
+— 
+— 
+— 
+5,943 
+— 
+Restructuring and other charges 
+— 
+(2,452 
+) 
+4,700 
+7,202 
+— 
+Other 
+(1,655 
+) 
+(2,174 
+) 
+(538 
+) 
+(820 
+) 
+(147 
+) 
+Total 
+829,555 
+688,980 
+524,559 
+722,803 
+513,737 
+Operating income 
+171,214 
+87,190 
+3,398 
+267,172 
+68,585 
+Other income (expense) 
+680 
+2,694 
+803 
+(677 
+) 
+(8,481 
+) 
+Income before income taxes and cumulative effect of change in
+accounting principle 
+171,894 
+89,884 
+4,201 
+266,495 
+60,104 
+Income tax expense 
+63,161 
+32,996 
+1,827 
+102,333 
+22,878 
+Income before cumulative effect of change in accounting principle 
+108,733 
+56,888 
+2,374 
+164,162 
+37,226 
+Cumulative effect of change in accounting principle, net of
+related income tax benefit of approximately $287 
+— 
+(469 
+) 
+— 
+— 
+— 
+Net income 
+$ 
+108,733 
+$ 
+56,419 
+$ 
+2,374 
+$ 
+164,162 
+$ 
+37,226 
+20
+Table of Contents 
+Years Ended December 31, 
+2004 
+2003 
+2002 
+2001 
+2000 
+(In thousands, except per share amounts) 
+Net income per common share: 
+Basic: 
+Income before cumulative effect of change in accounting principle 
+$ 
+0.65 
+$ 
+0.35 
+$ 
+0.02 
+$ 
+1.07 
+$ 
+0.26 
+Cumulative effect of change in accounting principle 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Net income 
+$ 
+0.65 
+$ 
+0.35 
+$ 
+0.02 
+$ 
+1.07 
+$ 
+0.26 
+Diluted: 
+Income before cumulative effect of change in accounting principle 
+$ 
+0.64 
+$ 
+0.35 
+$ 
+0.01 
+$ 
+1.04 
+$ 
+0.25 
+Cumulative effect of change in accounting principle 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Net income 
+$ 
+0.64 
+$ 
+0.34 
+$ 
+0.01 
+$ 
+1.04 
+$ 
+0.25 
+Cash dividends per common share 
+$ 
+0.06 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Weighted average number of common shares outstanding: 
+Basic 
+166,258 
+161,272 
+157,410 
+152,814 
+142,414 
+Diluted 
+169,211 
+164,572 
+162,504 
+158,394 
+149,682 
+Balance Sheet Data: 
+Total assets 
+$ 
+1,322,911 
+$ 
+1,084,114 
+$ 
+942,823 
+$ 
+869,642 
+$ 
+739,898 
+Long-term debt 
+— 
+— 
+— 
+— 
+79,416 
+Stockholders’ equity 
+1,007,539 
+819,749 
+737,731 
+687,142 
+481,299 
+Working capital 
+236,957 
+199,613 
+167,863 
+110,172 
+127,299 
+Item 7. 
+Management’s Discussion and Analysis of Financial
+Condition and Results of Operations 
+This Item 7 contains forward-looking statements, which are
+made pursuant to the “Safe Harbor” provisions of the
+Private Securities Litigation Reform Act of 1995.
+Management Overview — We are a leading provider
+of contract services to the North American oil and natural gas
+industry. Our services primarily involve the drilling, on a
+contract basis, of land-based oil and natural gas wells and to a
+lesser extent, we provide pressure pumping services and drilling
+and completion fluid services. In addition to the aforementioned
+contract services, we also engage in the development,
+exploration, acquisition and production of oil and natural gas.
+For the three years ended December 31, 2004, our operating
+revenues consisted of the following (dollars in thousands):
+2004 
+2003 
+2002 
+Contract drilling 
+$ 
+809,691 
+81 
+% 
+$ 
+639,694 
+82 
+% 
+$ 
+410,295 
+78 
+% 
+Pressure pumping 
+66,654 
+7 
+46,083 
+6 
+32,996 
+6 
+Drilling and completion fluids 
+90,557 
+9 
+69,230 
+9 
+69,943 
+13 
+Oil and natural gas 
+33,867 
+3 
+21,163 
+3 
+14,723 
+3 
+$ 
+1,000,769 
+100 
+% 
+$ 
+776,170 
+100 
+% 
+$ 
+527,957 
+100 
+% 
+We provide our contract services to oil and natural gas
+operators in many of the oil and natural gas producing regions
+of North America. Our contract drilling operations are focused
+in various regions of Texas,
+21
+Table of Contents 
+New Mexico, Oklahoma, Louisiana, Mississippi, Colorado, Utah,
+Wyoming and Western Canada while our pressure pumping services
+are focused primarily in the Appalachian Basin. Our drilling and
+completion fluids services are provided to operators in Texas,
+Southeastern New Mexico, Oklahoma, the Gulf Coast region of
+Louisiana and the Gulf of Mexico. Our oil and natural gas
+operations are primarily focused in West Texas, South Texas,
+Southeastern New Mexico, Utah and Mississippi.
+We have been a leading consolidator of the land-based contract
+drilling industry over the past several years increasing our
+drilling fleet to 361 rigs as of December 31, 2004. Based
+on publicly available information, we believe we are the second
+largest owner of land-based drilling rigs in North America. Our
+most significant transaction occurred in May 2001 when we merged
+with UTI Energy Corp. in a merger of equals which basically
+doubled our drilling fleet and added the pressure pumping
+services business. Growth by acquisition has been a corporate
+strategy intended to expand both revenues and profits.
+The profitability of our business is most readily assessed by
+two primary indicators: our average number of rigs operating and
+our average revenue per operating day. During 2004, our average
+number of rigs operating increased to 211 from 188 in 2003 and
+our average revenue per operating day increased to $10,470 from
+$9,300 in 2003. Primarily due to these improved operating
+results, we experienced an increase of approximately
+$52 million in consolidated net income in 2004.
+Our revenues, profitability and cash flows are highly dependent
+upon the market prices of oil and natural gas. During periods of
+improved commodity prices, the capital spending budgets of oil
+and natural gas operators tend to expand, which results in
+increased demand for our contract services. Conversely, in
+periods of time when these commodity prices deteriorate, the
+demand for our contract services generally weakens and we
+experience downward pressure on pricing for our services. In
+addition, our operations are highly impacted by competition, the
+availability of excess equipment, labor issues and various other
+factors which are more fully described as risk factors in our
+“Forward Looking Statements and Cautionary Statements for
+Purposes of the ’Safe Harbor’ Provisions of the
+Private Securities Litigation Reform Act of 1995” contained
+on page 14 of this Report.
+Management believes that the liquidity of our balance sheet as
+of December 31, 2004, which includes approximately
+$237.0 million in working capital (including
+$112 million in cash), no long term debt and a
+$200 million line of credit with availability of
+$151 million (net of outstanding letters of credit totaling
+$49 million) provides us with the ability to pursue
+acquisition opportunities, expand into new regions, make
+improvements to our property and equipment and survive downturns
+in our industry.
+Commitments and Contingencies — We have no
+commitments or contingencies which require disclosure in our
+financial statements other than letters of credit of
+approximately $49 million at December 31, 2004,
+maintained for the benefit of various insurance companies as
+collateral for retrospective premiums and retained losses which
+may become payable under the terms of the underlying insurance
+contracts. No amounts have been drawn under the letters of
+credit.
+Net income for the year ended December 31, 2002, includes a
+charge of $4.7 million related to the financial failure in
+2002 of a workers’ compensation insurance carrier that had
+provided coverage for us in prior years.
+Trading and investing — We have not engaged in
+trading activities that include high-risk securities, such as
+derivatives and non-exchange traded contracts. We invest cash
+primarily in highly liquid, short-term investments such as
+overnight deposits, money markets and highly rated municipal and
+commercial bonds.
+Description of business — We conduct our
+contract drilling operations in Texas, New Mexico, Oklahoma,
+Louisiana, Mississippi, Colorado, Utah, Wyoming and Western
+Canada. As of December 31, 2004, we owned 361 drilling
+rigs. We provide pressure pumping services to oil and natural
+gas operators primarily in the Appalachian Basin. These services
+consist primarily of well stimulation and cementing for
+completion of new wells and remedial work on existing wells. We
+provide drilling fluids, completion fluids and related services
+to oil and natural gas operators in Texas, Southeastern New
+Mexico, Oklahoma, the Gulf Coast region of Louisiana and the
+Gulf of Mexico. Drilling and completion fluids are used by oil
+and natural gas operators during the drilling process to control
+pressure when drilling oil and natural gas wells. We are also
+22
+Table of Contents 
+engaged in the development, exploration, acquisition and
+production of oil and natural gas. Our oil and natural gas
+operations are focused primarily in producing regions in West
+Texas, South Texas, Southeastern New Mexico, Utah and
+Mississippi.
+The North American land drilling industry has experienced many
+downturns in demand over the last several years. During these
+periods, there have been substantially more drilling rigs
+available than necessary to meet demand. As a result, drilling
+contractors have had difficulty sustaining profit margins.
+In addition to adverse effects that future declines in demand
+could have on us, ongoing factors which could adversely affect
+utilization rates and pricing, even in an environment of
+stronger oil and natural gas prices and increased drilling
+activity, include:
+• 
+movement of drilling rigs from region to region, 
+• 
+reactivation of land-based drilling rigs, and 
+• 
+new construction of drilling rigs. 
+We cannot predict either the future level of demand for our
+contract drilling services or future conditions in the oil and
+natural gas contract drilling business.
+Critical Accounting Policies 
+In addition to established accounting policies, our consolidated
+financial statements are impacted by certain estimates and
+assumptions made by management. The following is a discussion of
+our critical accounting policies pertaining to property and
+equipment, oil and natural gas properties, goodwill, revenue
+recognition and the use of estimates.
+Property and equipment — Property and
+equipment, including betterments which extend the useful life of
+the asset, are stated at cost. Maintenance and repairs are
+charged to expense when incurred. We provide for the
+depreciation of our property and equipment using the
+straight-line method over the estimated useful lives. Our method
+of depreciation does not change when equipment becomes idle; we
+continue to depreciate idled equipment on a straight-line basis.
+No provision for salvage value is considered in determining
+depreciation of our property and equipment. We review our assets
+for impairment when events or changes in circumstances indicate
+that the carrying values of certain assets either exceed their
+respective fair values or may not be recovered over their
+estimated remaining useful lives. The cyclical nature of our
+industry has resulted in fluctuations in rig utilization over
+periods of time. Management believes that the contract drilling
+industry will continue to be cyclical and rig utilization will
+fluctuate. Based on management’s expectations of future
+trends, we estimate future cash flows in our assessment of
+impairment assuming the following four-year industry cycle: one
+year projected with low utilization, one year projected as a
+recovery period with improving utilization and the remaining two
+years projecting higher utilization. Provisions for asset
+impairment are charged to income when estimated future cash
+flows, on an undiscounted basis, are less than the asset’s
+net book value. Impairment charges are recorded based on
+discounted cash flows. There were no impairment charges to
+property and equipment during the years 2004, 2003 or 2002.
+Oil and natural gas properties — Oil and
+natural gas properties are accounted for using the successful
+efforts method of accounting. Under the successful efforts
+method of accounting, exploration costs which result in the
+discovery of oil and natural gas reserves and all development
+costs are capitalized to the appropriate well. Exploration costs
+which do not result in discovering oil and natural gas reserves
+are charged to expense when such determinations are made. In
+accordance with Statement of Financial Accounting Standards
+No. 19, “Financial Accounting and Reporting by Oil and
+Gas Producing Companies,”
+(“SFAS No. 19”) costs of exploratory wells
+are initially capitalized to wells in progress until the outcome
+of the drilling is known. We review wells in progress quarterly
+to determine the related reserve classification. If the reserve
+classification is uncertain after one year following the
+completion of drilling, we consider the costs of the well to be
+impaired and recognize the costs as expense. Geological and
+geophysical costs, including seismic costs and costs to carry
+and retain undeveloped properties, are charged to expense when
+incurred. The capitalized costs of both developmental and
+successful exploratory type wells, consisting of lease and well
+23
+Table of Contents 
+equipment, lease acquisition costs and intangible development
+costs, are depreciated, depleted and amortized on the
+units-of-production method, based on engineering estimates of
+proved oil and natural gas reserves of each respective field. We
+review our proved oil and natural gas properties for impairment
+when an event occurs such as downward revisions in reserve
+estimates or decreases in oil and natural gas prices. Proved
+properties are grouped by field and undiscounted cash flow
+estimates are provided by an independent petroleum engineer. If
+the net book value of a field exceeds its undiscounted cash flow
+estimate, impairment expense is measured and recognized as the
+difference between its net book value and discounted cash flow.
+Unproved oil and natural gas properties are reviewed quarterly
+to determine impairment. Our intent to drill, lease expiration
+and abandonment of area are considered. Assessment of impairment
+is made on a lease-by-lease basis. If an unproved property is
+determined to be impaired, then costs related to that property
+are expensed. Impairment expense of approximately
+$3.2 million, $1.4 million and $700,000 for the years
+ended December 31, 2004, 2003 and 2002, respectively, is
+included in depreciation, depletion, amortization and impairment
+in the accompanying financial statements.
+Goodwill — Goodwill is considered to have an
+indefinite useful economic life and is not amortized. As such,
+we assess impairment of our goodwill annually or on an interim
+basis if events or circumstances indicate that the fair value of
+the asset has decreased below its carrying value. With respect
+to our drilling and completion fluids business, the
+determination that no impairment existed as of December 31,
+2004, was based on the segment’s improved operating results
+in 2004 and on our expectations that these improved results will
+continue. If the improved results do not continue, all or part
+of the goodwill of approximately $10 million associated
+with that business segment may be determined to be impaired.
+Revenue recognition — Revenues are recognized
+when services are performed, except for revenues earned under
+turnkey contract drilling arrangements which are recognized
+using the completed contract method of accounting, as described
+below. We follow the percentage-of-completion method of
+accounting for footage contract drilling arrangements. Under the
+percentage-of-completion method, management estimates are relied
+upon in the determination of the total estimated expenses to be
+incurred drilling the well. Due to the nature of turnkey
+contract drilling arrangements and risks therein, we follow the
+completed contract method of accounting for such arrangements.
+Under this method, revenues and expenses related to a well in
+progress are deferred and recognized in the period the well is
+completed. Provisions for losses on incomplete or in-process
+wells are made when estimated total expenses are expected to
+exceed estimated total revenues.
+In accordance with Emerging Issues Task Force Issue
+No. 00-14, we recognize reimbursements received from third
+parties for out-of-pocket expenses incurred as revenues and
+account for out-of-pocket expenses as direct costs.
+Use of estimates — The preparation of financial
+statements in conformity with accounting principles generally
+accepted in the United States of America requires management to
+make certain estimates and assumptions that affect the reported
+amounts of assets and liabilities and disclosures of contingent
+assets and liabilities at the date of the financial statements
+and the reported amounts of revenues and expenses during the
+reporting period. Actual results could differ from such
+estimates.
+Key estimates used by management include:
+• 
+allowance for doubtful accounts, 
+• 
+total expenses to be incurred on footage and turnkey drilling
+contracts, 
+• 
+depreciation, depletion, and amortization, 
+• 
+asset impairment, 
+• 
+reserves for self-insured levels of insurance coverages, and 
+• 
+fair values of assets and liabilities assumed. 
+For additional information on our accounting policies, see
+Note 1 of Notes to Consolidated Financial Statements
+included as a part of Item 8 of this Report.
+24
+Table of Contents 
+Related Party Transactions 
+We operate certain oil and natural gas properties in which
+certain of our affiliated persons have participated, either
+individually or through entities they control, in the prospects
+or properties in which we have an interest. These
+participations, which have been on a working interest basis,
+have been in prospects or properties we originated or acquired.
+At December 31, 2004, affiliated persons were working
+interest owners in 237 of 300 total wells we operated. We make
+sales of working interests to reduce our economic risk in the
+properties. Generally, it is more efficient for us to sell the
+working interests to these affiliated persons than to market
+them to unrelated third parties. Sales of working interests were
+made at cost, including our costs of acquiring and preparing the
+working interests for sale. These costs were paid by the working
+interest owners on a pro rata basis based upon their working
+interest ownership percentage. The price at which working
+interests were sold to affiliated persons was the same price at
+which working interests were sold to unaffiliated persons.
+Production revenues and joint interest costs of each of the
+affiliated persons during 2004 for all wells operated by us in
+which the affiliated persons have working interests are
+presented in the table below. These amounts do not necessarily
+represent their profits or losses from these interests because
+the joint interest costs do not include the parties’
+related drilling and leasehold acquisition costs incurred prior
+to January 1, 2004. These activities resulted in a payable
+to the affiliated persons of approximately $1.2 million and
+$871,000 and a receivable from the affiliated persons of
+approximately $856,000 and $888,000 at December 31, 2004
+and 2003, respectively.
+Year Ended 
+December 31, 2004 
+Joint 
+Production 
+Interest 
+Name 
+Revenues(1) 
+Costs(2) 
+Cloyce A. Talbott 
+$ 
+186,971 
+$ 
+42,313 
+Anita Talbott(3) 
+76,423 
+22,591 
+Jana Talbott, Executrix to the Estate of Steve Talbott(3) 
+11,655 
+2,940 
+Stan Talbott(3) 
+9,320 
+4,366 
+John Evan Talbott Trust(3) 
+3,124 
+668 
+Lisa Beck and Stacy Talbott(3) 
+978,607 
+410,334 
+SSI Oil & Gas, Inc.(4) 
+163,584 
+263,123 
+IDC Enterprises, Ltd.(5) 
+12,019,230 
+6,462,580 
+Subtotal 
+13,448,914 
+7,208,915 
+A. Glenn Patterson 
+123,583 
+27,468 
+Robert Patterson(6) 
+8,476 
+2,518 
+Thomas M. Patterson(6) 
+8,476 
+2,518 
+Subtotal 
+140,535 
+32,504 
+Jonathan D. Nelson, Chief Financial Officer 
+248,297 
+263,549 
+Total 
+$ 
+13,837,746 
+$ 
+7,504,968 
+(1) 
+Revenues for production of oil and natural gas, net of state
+severance taxes. 
+(2) 
+Includes leasehold costs, tangible equipment costs, intangible
+drilling costs and lease operating expense billed during that
+period. All joint interest costs have been paid on a timely
+basis. 
+(3) 
+Anita Talbott is the wife of Cloyce A. Talbott. Stan Talbott,
+Lisa Beck and Stacy Talbott are Mr. Talbott’s adult
+children. Steve Talbott is the deceased son of Mr. Talbott.
+John Evan Talbott is Mr. Talbott’s grandson. 
+(4) 
+SSI Oil & Gas, Inc. is beneficially owned 50% by Cloyce
+A. Talbott and directly owned 50% by A. Glenn Patterson. 
+25
+Table of Contents 
+(5) 
+IDC Enterprises, Ltd. is 50% owned by Cloyce A. Talbott and 50%
+owned by A. Glenn Patterson. 
+(6) 
+Robert and Thomas M. Patterson are A. Glenn Patterson’s
+adult children. 
+In 2004, 2003 and 2002, we paid approximately $914,000, $740,000
+and $279,000, respectively, to TMP Truck and Trailer LP
+(“TMP”), an entity owned by Thomas M. Patterson (son
+of A. Glenn Patterson), for certain equipment and metal
+fabrication services. Purchases from TMP were at current market
+prices.
+In 2004 and 2003, we paid approximately $39,000 and $209,000,
+respectively, to Melco Services (“Melco”) for dirt
+contracting services and $44,000 and $59,000, respectively, to
+L&N Transportation (“L&N”) for water hauling
+services. Both entities are owned by Lance D. Nelson, brother of
+Jonathan D. Nelson. Purchases from Melco and L&N were at
+current market prices.
+Liquidity and Capital Resources 
+As of December 31, 2004, we had working capital of
+$237.0 million including cash and cash equivalents of
+$112.4 million. For 2004, our sources of cash flow included:
+• 
+$222.3 million from operations, 
+• 
+$24.5 million from the exercise of stock options and
+warrants, and 
+• 
+$3.3 million from the sale of property and equipment. 
+We used approximately $224.1 million:
+• 
+to make capital expenditures for the betterment and
+refurbishment of our drilling rigs, 
+• 
+for the acquisition and procurement of drilling equipment, 
+• 
+to fund capital expenditures for our pressure pumping and
+drilling and completion fluids divisions, and 
+• 
+to fund leasehold acquisition and development and exploration of
+oil and natural gas properties. 
+Additionally, $10.0 million was used to pay quarterly
+dividends on our common stock, $1.5 million was used to buy
+100,000 shares of our common stock pursuant to the stock
+buyback program authorized by our Board of Directors on
+June 7, 2004 and issuance costs of $780,000 were incurred
+during 2004 relating to our new $200 million credit
+facility. As of December 31, 2004, $1.8 million of
+cash was pledged as collateral for losses which could become
+payable under the terms of our workers’ compensation
+insurance contracts and was therefore restricted as to use.
+In February 2004, we completed the acquisition of TMBR in which
+one of our wholly-owned subsidiaries acquired 100% of the
+remaining outstanding shares of TMBR for a net cash payment of
+$32.5 million ($40.4 million paid to TMBR shareholders
+less $7.9 million in cash acquired in the transaction) and
+the issuance of 2.78 million shares of our common stock
+valued at $17.82 per share (adjusted to reflect the
+two-for-one stock split on June 30, 2004). The assets of
+TMBR included 18 land-based drilling rigs and related
+equipment, shop facilities, equipment yards and their oil and
+natural gas properties. The transaction was accounted for as a
+business combination and the purchase price was allocated among
+the assets acquired and liabilities assumed based on their
+estimated fair market values.
+We replaced our prior credit facility in December 2004 with a
+five-year, $200 million unsecured revolving line of credit
+(“LOC”). Interest is to be paid on outstanding LOC
+balances at a floating rate ranging from LIBOR plus 0.625% to
+1.0% or the prime rate. This arrangement includes various fees,
+including a commitment fee on the average daily unused amount
+(0.15% at December 31, 2004). There are customary
+restrictions and covenants associated with the LOC. Financial
+covenants provide for a maximum debt to capitalization ratio and
+a minimum interest coverage ratio. We do not expect that the
+restrictions and covenants will restrict our ability to operate
+or react to opportunities that might arise. Availability under
+the LOC is reduced by outstanding letters of credit which
+totaled $49 million at December 31, 2004. There were
+no outstanding borrowings under the LOC at December 31,
+2004. We incurred approximately $445,000 in costs to terminate
+the previous $100 million credit facility. These costs were
+expensed in 2004.
+26
+Table of Contents 
+In December 2004, we entered into an agreement to acquire the
+U.S. land drilling assets of Key Energy Services, Inc. for
+approximately $62 million. The assets include 25 active and
+10 stacked land-based drilling rigs, related drilling equipment,
+four yard facilities and a rig moving fleet consisting of
+approximately 45 trucks and 100 trailers. This transaction was
+completed in January 2005 using approximately $62 million
+of cash.
+In February 2005, our Board of Directors approved an increase in
+the quarterly cash dividend on the Company’s common stock
+to $0.04 per share from $0.02 per share. The next quarterly cash
+dividend is to be paid to holders of record on February 28,
+2005 and paid on March 4, 2005.
+We believe that the current level of cash and short-term
+investments, together with cash generated from operations,
+should be sufficient to meet our capital needs. From time to
+time, acquisition opportunities are evaluated. The timing, size
+or success of any acquisition and the associated capital
+commitments are unpredictable. Should opportunities for growth
+requiring capital arise, we believe we would be able to satisfy
+these needs through a combination of working capital, cash
+generated from operations, our existing credit facility and
+additional debt financing or equity financing. However, there
+can be no assurance that such capital would be available.
+Results of Operations 
+Comparison of the years ended December 31, 2004 and
+2003 
+A summary of operations by business segment for the years ended
+December 31, 2004 and 2003 follows:
+Years Ended December 31, 
+Contract Drilling 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+809,691 
+$ 
+639,694 
+26.6 
+% 
+Direct operating costs 
+$ 
+556,869 
+$ 
+475,224 
+17.2 
+% 
+Selling, general and administrative 
+$ 
+4,441 
+$ 
+4,425 
+0.4 
+% 
+Depreciation 
+$ 
+98,334 
+$ 
+84,379 
+16.5 
+% 
+Operating income 
+$ 
+150,047 
+$ 
+75,666 
+98.3 
+% 
+Operating days 
+77,355 
+68,798 
+12.4 
+% 
+Average revenue per operating day 
+$ 
+10.47 
+$ 
+9.30 
+12.6 
+% 
+Average direct operating costs per operating day 
+$ 
+7.20 
+$ 
+6.91 
+4.2 
+% 
+Number of owned rigs at end of period 
+361 
+343 
+5.2 
+% 
+Average number of rigs owned during period 
+359 
+336 
+6.8 
+% 
+Average rigs operating 
+211 
+188 
+12.2 
+% 
+Rig utilization percentage 
+59 
+% 
+56 
+% 
+5.4 
+% 
+Capital expenditures 
+$ 
+157,916 
+$ 
+95,175 
+65.9 
+% 
+The market price of natural gas remained high in 2004. In fact,
+the average market price of natural gas improved to
+$5.95 per Mcf in 2004 compared to $5.45 per Mcf in
+2003, resulting in an increase in demand for our contract
+drilling services. Our average number of rigs operating
+increased to 211 in 2004 from 188 in 2003. The average market
+price of natural gas and our average rigs operating for each of
+the fiscal quarters in 2004 and 2003 follow:
+1st 
+2nd 
+3rd 
+4th 
+Quarter 
+Quarter 
+Quarter 
+Quarter 
+2004: 
+Average natural gas price 
+$ 
+5.64 
+$ 
+6.13 
+$ 
+5.62 
+$ 
+6.42 
+Average rigs operating 
+197 
+203 
+216 
+229 
+2003: 
+Average natural gas price 
+$ 
+5.91 
+$ 
+5.70 
+$ 
+4.88 
+$ 
+5.29 
+Average rigs operating 
+176 
+195 
+192 
+191 
+27
+Table of Contents 
+Revenues and direct operating costs increased as a result of the
+increased number of operating days, as well as an increase in
+the average revenue and direct operating costs per operating day
+in 2004. Average revenue per operating day increased as a result
+of increased demand and pricing for our contract drilling
+services. Significant capital expenditures were incurred during
+2004 to activate additional drilling rigs to meet increased
+demand, to modify and upgrade our existing drilling rigs and to
+acquire additional related equipment such as drill pipe, drill
+collars, engines, fluid circulating systems, rig hoisting
+systems and safety enhancement equipment. Increased depreciation
+expense in 2004 was due primarily to capital expenditures in
+2003 and 2004, as well as acquisitions.
+Years Ended December 31, 
+Pressure Pumping 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+66,654 
+$ 
+46,083 
+44.6 
+% 
+Direct operating costs 
+$ 
+37,561 
+$ 
+26,184 
+43.5 
+% 
+Selling, general and administrative 
+$ 
+7,234 
+$ 
+5,683 
+27.3 
+% 
+Depreciation 
+$ 
+5,112 
+$ 
+3,774 
+35.5 
+% 
+Operating income 
+$ 
+16,747 
+$ 
+10,442 
+60.4 
+% 
+Total jobs 
+7,444 
+5,667 
+31.4 
+% 
+Average revenue per job 
+$ 
+8.95 
+$ 
+8.13 
+10.1 
+% 
+Average direct operating costs per job 
+$ 
+5.05 
+$ 
+4.62 
+9.3 
+% 
+Capital expenditures 
+$ 
+17,705 
+$ 
+10,524 
+68.2 
+% 
+Revenues and direct operating costs for our pressure pumping
+operations increased as a result of the increased number of
+jobs, as well as an increase in the average revenue and average
+direct operating costs per job. The increase in jobs in 2004 was
+largely due to our expanded operations in the Appalachian
+regions of Kentucky, Tennessee and West Virginia, as well as
+increased demand for our services resulting from the improved
+industry conditions as discussed in “Contract
+Drilling” above. Increased average revenue per job was due
+primarily to increased pricing for our services. Selling,
+general and administrative expenses increased largely as a
+result of the expanding operations of the pressure pumping
+segment. Increased depreciation expense during 2004 was largely
+due to the expansion of the pressure pumping segment during 2004
+and 2003 and related expenditures to acquire necessary equipment
+to facilitate the growth. Capital expenditures increased in 2004
+compared to 2003 due to further expansion of services into
+Tennessee and Wyoming as well as modifications and upgrades to
+existing equipment and facilities.
+Years Ended December 31, 
+Drilling and Completion Fluids 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+90,557 
+$ 
+69,230 
+30.8 
+% 
+Direct operating costs 
+$ 
+76,503 
+$ 
+61,424 
+24.5 
+% 
+Selling, general and administrative 
+$ 
+7,696 
+$ 
+7,447 
+3.3 
+% 
+Depreciation 
+$ 
+2,196 
+$ 
+2,319 
+(5.3 
+)% 
+Operating income (loss) 
+$ 
+4,162 
+$ 
+(1,960 
+) 
+N/A 
+Total jobs 
+2,205 
+1,931 
+14.2 
+% 
+Average revenue per job 
+$ 
+41.07 
+$ 
+35.85 
+14.6 
+% 
+Average direct operating costs per job 
+$ 
+34.70 
+$ 
+31.81 
+9.1 
+% 
+Capital expenditures 
+$ 
+1,488 
+$ 
+912 
+63.2 
+% 
+The number of jobs increased as a result of the improved
+industry conditions as discussed in “Contract
+Drilling” above, as well as increased drilling activity in
+the Gulf of Mexico. Revenues and direct operating costs
+increased in 2004 primarily as a result of the increased number
+of jobs, as well as an increase in the
+28
+Table of Contents 
+average revenue and direct operating costs per job. Average
+revenue and direct operating costs per job increased primarily
+as a result of an increase in the number of larger jobs
+completed in the Gulf of Mexico.
+Years Ended December 31, 
+Oil and Natural Gas Production and Exploration 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+33,867 
+$ 
+21,163 
+60.0 
+% 
+Direct operating costs 
+$ 
+7,978 
+$ 
+4,808 
+65.9 
+% 
+Selling, general and administrative 
+$ 
+1,816 
+$ 
+1,489 
+22.0 
+% 
+Depreciation, depletion and impairment 
+$ 
+13,309 
+$ 
+7,082 
+87.9 
+% 
+Operating income 
+$ 
+10,764 
+$ 
+7,784 
+38.3 
+% 
+Capital expenditures 
+$ 
+14,451 
+$ 
+10,015 
+44.3 
+% 
+Average net daily oil production (Bbls) 
+1,071 
+788 
+35.9 
+% 
+Average net daily gas production (Mcf) 
+7,429 
+5,656 
+31.3 
+% 
+Average oil sales price (per Bbl) 
+$ 
+39.12 
+$ 
+30.54 
+28.1 
+% 
+Average gas sales price (per Mcf) 
+$ 
+5.81 
+$ 
+4.97 
+16.9 
+% 
+Oil and gas revenues and direct operating costs increased in
+2004 compared to 2003, primarily due to the oil and natural gas
+properties acquired in the acquisition of TMBR during February
+2004 and increased market prices received for oil and natural
+gas during 2004. Direct operating costs further increased as a
+result of approximately $600,000 of dry hole costs incurred
+during 2004. Depreciation, depletion and impairment expense
+increased in 2004 primarily as a result of increased production
+and an increase of approximately $1.8 million of expenses
+incurred to impair certain oil and natural gas properties.
+Years Ended December 31, 
+Corporate and Other 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Selling, general and administrative 
+$ 
+10,820 
+$ 
+8,665 
+24.9 
+% 
+Bad debt expense 
+$ 
+897 
+$ 
+259 
+246.3 
+% 
+Depreciation 
+$ 
+444 
+$ 
+444 
+— 
+% 
+Restructuring and other charges 
+$ 
+— 
+$ 
+(2,452 
+) 
+N/A 
+Other income from operations 
+$ 
+1,655 
+$ 
+2,174 
+(23.9 
+)% 
+Interest income 
+$ 
+1,140 
+$ 
+1,116 
+2.2 
+% 
+Interest expense 
+$ 
+695 
+$ 
+292 
+138.0 
+% 
+Other income 
+$ 
+235 
+$ 
+1,870 
+(87.4 
+)% 
+Selling, general and administrative expenses increased primarily
+as a result of increased professional expenses (including
+expenses incurred during 2004 to comply with the requirements of
+Section 404 of the Sarbanes-Oxley Act of 2002) and
+additional compensation expense related to the issuance of
+restricted shares to certain key employees. Interest expense in
+2004 included approximately $445,000 of termination fees and
+other related charges incurred as a result of the replacement of
+our credit facility. Restructuring and other charges in 2003
+includes a $2.5 million payment received as settlement for
+contract drilling services previously provided in Mexico by our
+wholly-owned subsidiary, Norton Drilling Company Mexico, Inc.
+The receivable had been reserved as uncollectible at the time of
+our acquisition of Norton Drilling Company Mexico, Inc. in 1999.
+Other income in 2003 includes approximately $1.7 million
+representing our pro rata share of the net income of TMBR using
+the equity method of accounting.
+29
+Table of Contents 
+Comparison of the years ended December 31, 2003 and
+2002 
+Operations by business segment for the years ended
+December 31, 2003 and 2002 follow:
+Years Ended December 31, 
+Contract Drilling 
+2003 
+2002 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+639,694 
+$ 
+410,295 
+55.9 
+% 
+Direct operating costs 
+$ 
+475,224 
+$ 
+318,201 
+49.3 
+% 
+Selling, general and administrative 
+$ 
+4,425 
+$ 
+3,987 
+11.0 
+% 
+Depreciation and amortization 
+$ 
+84,379 
+$ 
+80,500 
+4.8 
+% 
+Operating income 
+$ 
+75,666 
+$ 
+7,607 
+894.7 
+% 
+Operating days 
+68,798 
+45,919 
+49.8 
+% 
+Average revenue per operating day 
+$ 
+9.30 
+$ 
+8.94 
+4.0 
+% 
+Average direct operating costs per operating day 
+$ 
+6.91 
+$ 
+6.93 
+(0.3 
+)% 
+Number of owned rigs at end of period 
+343 
+324 
+5.9 
+% 
+Average number of rigs owned during period 
+336 
+323 
+4.0 
+% 
+Average rigs operating 
+188 
+126 
+49.2 
+% 
+Rig utilization percentage 
+56 
+% 
+39 
+% 
+43.6 
+% 
+Capital expenditures 
+$ 
+95,175 
+$ 
+68,516 
+38.9 
+% 
+The average market price of natural gas and our average rigs
+operating for each of the fiscal quarters in 2003 and 2002
+follow:
+1st 
+2nd 
+3rd 
+4th 
+Quarter 
+Quarter 
+Quarter 
+Quarter 
+2003: 
+Average natural gas price 
+$ 
+5.91 
+$ 
+5.70 
+$ 
+4.88 
+$ 
+5.29 
+Average rigs operating 
+176 
+195 
+192 
+191 
+2002: 
+Average natural gas price 
+$ 
+2.51 
+$ 
+3.41 
+$ 
+3.20 
+$ 
+4.31 
+Average rigs operating 
+117 
+119 
+127 
+140 
+The average market price of natural gas improved to
+$5.45 per Mcf in 2003 compared to $3.36 per Mcf in
+2002, resulting in an increase in demand for our contract
+drilling services. Our average number of rigs operating
+increased to 188 in 2003 from 126 in 2002.
+Revenues and direct operating costs increased as a result of the
+increased number of operating days in 2003. Revenue per
+operating day increased as a result of increased demand for our
+services which resulted in additional increases in revenues and
+operating income. As a result of the increased utilization of
+our drilling rigs in 2003, significant capital expenditures were
+incurred to modify and upgrade our existing drilling rigs and
+30
+Table of Contents 
+to acquire additional related equipment to meet the increased
+demand. Increased depreciation expense in 2003 resulted from
+this increased level of capital spending, as well as
+acquisitions.
+Years Ended December 31, 
+Pressure Pumping 
+2003 
+2002 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+46,083 
+$ 
+32,996 
+39.7 
+% 
+Direct operating costs 
+$ 
+26,184 
+$ 
+19,802 
+32.2 
+% 
+Selling, general and administrative 
+$ 
+5,683 
+$ 
+4,301 
+32.1 
+% 
+Depreciation 
+$ 
+3,774 
+$ 
+2,803 
+34.6 
+% 
+Operating income 
+$ 
+10,442 
+$ 
+6,090 
+71.5 
+% 
+Total jobs 
+5,667 
+3,796 
+49.3 
+% 
+Average revenue per job 
+$ 
+8.13 
+$ 
+8.69 
+(6.4 
+)% 
+Average direct operating costs per job 
+$ 
+4.62 
+$ 
+5.22 
+(11.5 
+)% 
+Capital expenditures 
+$ 
+10,524 
+$ 
+7,399 
+42.2 
+% 
+The increases in revenues and expenses for our pressure pumping
+operations were attributable to improved industry conditions, as
+discussed in “Contract Drilling” above, and continued
+expansion of our pressure pumping services into the Appalachian
+regions of Kentucky and West Virginia. This expansion also
+resulted in increases in selling, general and administrative
+expenses and depreciation in 2003 compared to 2002.
+Years Ended December 31, 
+Drilling and Completion Fluids 
+2003 
+2002 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+69,230 
+$ 
+69,943 
+(1.0 
+)% 
+Direct operating costs 
+$ 
+61,424 
+$ 
+60,762 
+1.1 
+% 
+Selling, general and administrative 
+$ 
+7,447 
+$ 
+7,243 
+2.8 
+% 
+Depreciation and amortization 
+$ 
+2,319 
+$ 
+2,216 
+4.6 
+% 
+Operating loss 
+$ 
+(1,960 
+) 
+$ 
+(278 
+) 
+605.0 
+% 
+Total jobs 
+1,931 
+1,457 
+32.5 
+% 
+Average revenue per job 
+$ 
+35.85 
+$ 
+48.00 
+(25.3 
+)% 
+Average direct operating costs per job 
+$ 
+31.81 
+$ 
+41.70 
+(23.7 
+)% 
+Capital expenditures 
+$ 
+912 
+$ 
+1,571 
+(41.9 
+)% 
+The decrease in revenues was primarily due to the decrease in
+larger jobs completed in the Gulf of Mexico as activity in the
+Gulf of Mexico continued to be slow despite improved natural gas
+prices in 2003. The decrease in revenues from the Gulf of Mexico
+was largely offset by increased demand for our land-based
+drilling and completion fluids services. Land-based drilling and
+completion fluids jobs typically generate less revenue per job
+than offshore jobs. As a result, our average revenue per job
+decreased in 2003 compared to 2002.
+31
+Table of Contents 
+Years Ended December 31, 
+Oil and Natural Gas Production and Exploration 
+2003 
+2002 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+21,163 
+$ 
+14,723 
+43.7 
+% 
+Direct operating costs 
+$ 
+4,808 
+$ 
+3,956 
+21.5 
+% 
+Selling, general and administrative 
+$ 
+1,489 
+$ 
+1,571 
+(5.2 
+)% 
+Depreciation and depletion 
+$ 
+7,082 
+$ 
+5,251 
+34.9 
+% 
+Operating income 
+$ 
+7,784 
+$ 
+3,945 
+97.3 
+% 
+Capital expenditures 
+$ 
+10,015 
+$ 
+6,357 
+57.5 
+% 
+Average net daily oil production (Bbls) 
+788 
+794 
+(0.8 
+)% 
+Average net daily gas production (Mcf) 
+5,656 
+5,109 
+10.7 
+% 
+Average oil sales price (per Bbl) 
+$ 
+30.54 
+$ 
+25.02 
+22.1 
+% 
+Average gas sales price (per Mcf) 
+$ 
+4.97 
+$ 
+2.91 
+70.8 
+% 
+Increased revenues and operating income are primarily
+attributable to increased prices received from sales of oil and
+natural gas and increased production of natural gas in 2003.
+Depreciation and depletion expense primarily increased as a
+result of increased production of natural gas in 2003 as
+compared to 2002, as well as an increase of approximately
+$700,000 associated with expenses incurred to partially impair
+certain oil and natural gas properties.
+Years Ended December 31, 
+Corporate and Other 
+2003 
+2002 
+% Change 
+(Dollars in thousands) 
+Selling, general and administrative 
+$ 
+8,665 
+$ 
+9,038 
+(4.1 
+)% 
+Bad debt expense 
+$ 
+259 
+$ 
+320 
+(19.1 
+)% 
+Depreciation 
+$ 
+444 
+$ 
+446 
+(0.4 
+)% 
+Restructuring and other charges 
+$ 
+(2,452 
+) 
+$ 
+4,700 
+N/A 
+Other income from operations 
+$ 
+2,174 
+$ 
+538 
+304.1 
+% 
+Interest income 
+$ 
+1,116 
+$ 
+1,110 
+0.5 
+% 
+Interest expense 
+$ 
+292 
+$ 
+532 
+(45.1 
+)% 
+In 2003, Restructuring and other charges reflects a payment
+received in the first quarter of 2003 of approximately
+$2.5 million as settlement for contract drilling services
+previously provided in Mexico by Norton Drilling Company Mexico,
+Inc., a wholly-owned subsidiary. The underlying accounts
+receivable balance had been reserved as uncollectible at the
+time of our acquisition of Norton Drilling Company Mexico, Inc.
+in 1999. In 2002, Restructuring and other charges reflects a
+$4.7 million charge due to the financial failure of a
+workers’ compensation insurance carrier we used from 1992
+until March 2001.
+Income Taxes 
+Years Ended December 31, 
+2004 
+2003 
+2002 
+(Dollars in thousands) 
+Income before income tax 
+$ 
+171,894 
+$ 
+89,884 
+$ 
+4,201 
+Income tax expense 
+63,161 
+32,996 
+1,827 
+Effective tax rate 
+36.7 
+% 
+36.7 
+% 
+43.5 
+% 
+Our effective income tax rate of 36.7% for 2004 and 2003 is
+primarily attributable to a Federal rate of 35.0% and state
+income tax rates of 1.6% and 1.5%, respectively. The impact of
+permanent differences was not significant in 2004 or 2003. The
+significance of the impact of the permanent differences of
+approximately 6% to our effective income tax rate in 2002 was
+largely attributable to our reduced 2002 pretax earnings.
+32
+Table of Contents 
+For tax purposes, we have available at December 31, 2004,
+Federal net operating loss carryforwards of approximately
+$16 million and $118,000 of alternative minimum tax credit
+carryforwards. These carryforwards are attributable to the
+acquisition of TMBR in February 2004.
+The net operating loss carryforwards, if unused, are scheduled
+to expire as follows: 2005 — $5 million,
+2006 — $1 million, 2011 —
+$2 million, 2018 — $4 million and
+2019 — $4 million. The alternative minimum tax
+credit may be carried forward indefinitely.
+We record non-cash deferred Federal income taxes based primarily
+on the relationship between the amount of our unused Federal net
+operating loss carryforwards and the temporary differences
+between the book basis and tax basis in our assets. Deferred tax
+assets and liabilities are measured using enacted tax rates
+expected to apply to taxable income in the year in which those
+temporary differences are expected to be settled. As a result of
+fully recognizing the benefit of our deferred income taxes, we
+incur deferred income tax expense as these benefits are
+utilized. We incurred deferred income tax expense of
+approximately $23.5 million, $17.9 million and
+$23.7 million for 2004, 2003 and 2002, respectively.
+Volatility of Oil and Natural Gas Prices 
+Our revenue, profitability and rate of growth are substantially
+dependent upon prevailing prices for oil and natural gas, with
+respect to all of our operating segments. For many years, oil
+and natural gas prices and markets have been volatile. Prices
+are affected by market supply and demand factors as well as
+international military, political and economic conditions, and
+the ability of OPEC, to set and maintain production and price
+targets. All of these factors are beyond our control. Natural
+gas prices fell from an average of $6.23 per Mcf in the
+first quarter of 2001 to an average of $2.51 per Mcf for
+the same period in 2002. During this same period, the average
+number of our rigs operating dropped by approximately 50%. The
+average market price of natural gas improved from $3.36 in 2002
+to $5.45 in 2003 and $5.95 in 2004, resulting in an increase in
+demand for our drilling services. Our average number of rigs
+operating increased from 126 in 2002 to 188 in 2003 and 211 in
+2004. We expect oil and natural gas prices to continue to be
+volatile and to affect our financial condition and operations
+and ability to access sources of capital.
+The North American land drilling industry has experienced many
+downturns in demand over the last several years. During these
+periods, there have been substantially more drilling rigs
+available than necessary to meet demand. As a result, drilling
+contractors have had difficulty sustaining profit margins.
+Impact of Inflation 
+We believe that inflation will not have a significant near-term
+impact on our financial position.
+Recently-Issued Accounting Standards 
+The Financial Accounting Standards Board (“FASB”)
+issued Statement of Financial Accounting Standard No. 123
+(revised 2004), Share-Based Payment
+(“SFAS 123(R)”) in December 2004; it replaces
+FASB Statement of Financial Accounting Standards No. 123,
+Accounting for Stock-Based Compensation, and supersedes
+Accounting Principles Board Opinion No. 25, Accounting
+for Stock Issued to Employees . This statement is effective
+as of the beginning of the first interim or annual reporting
+period that begins after June 15, 2005. We will adopt
+SFAS 123(R) no later than our fiscal quarter beginning
+July 1, 2005.
+We currently use the intrinsic value method to value stock
+options, and accordingly, no compensation expense has been
+recognized for stock options since we grant stock options with
+exercise prices equal to our common stock market price on the
+date of the grant. SFAS 123(R) requires the expensing of
+all stock-based compensation, including stock options and
+restricted shares, using the fair value method. We will expense
+stock options using the Modified Prospective Transition method
+as described in SFAS 123(R). This method requires expense
+to be recognized for new grants or modifications to existing
+grants issued in the period of adoption, plus the current period
+expense for non-vested awards issued prior to the adoption of
+SFAS 123(R). Compensation cost for the unvested stock-based
+awards will be recognized over the remaining vesting period. No
+expense will be recognized for stock options vested in periods
+prior to the adoption of SFAS 123(R).
+33
+Table of Contents 
+We are evaluating the impact of the adoption of SFAS 123(R)
+on our results of operations and financial position. Adoption is
+not expected to have a material effect on our financial position
+or results of operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 151, Inventory Costs — an amendment of ARB
+No. 43, Chapter 4 (“SFAS 151”).
+SFAS 151 is effective, and will be adopted, for inventory
+costs incurred during fiscal years beginning after June 15,
+2005 and is to be applied prospectively. SFAS 151 amends
+the guidance in ARB No. 43, Chapter 4, Inventory
+Pricing, to require current period recognition of abnormal
+amounts of idle facility expense, freight, handling costs and
+wasted material (spoilage). Adoption is not expected to have a
+material effect on our financial position or results of
+operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 153, Exchanges of Nonmonetary Assets — an
+amendment of APB Opinion No. 29
+(“SFAS 153”). FAS 153 is effective, and
+will be adopted, for nonmonetary asset exchanges occurring in
+fiscal periods beginning after June 15, 2005 and is to be
+applied prospectively. SFAS 153 eliminates the exception
+for fair value treatment of nonmonetary exchanges of similar
+productive assets and replaces it with a general exception for
+exchanges of nonmonetary assets that do not have commercial
+substance. A nonmonetary exchange has commercial substance if
+the future cash flows of the entity are expected to change
+significantly as a result of the exchange. Adoption is not
+expected to have a material effect on our financial position or
+results of operations.
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market
+Risk 
+We currently have no exposure to interest rate market risk as we
+have no outstanding balance under our credit facility. Should we
+incur a balance in the future, we would have exposure associated
+with the floating rate of the interest charged on that balance.
+The revolving credit facility calls for periodic interest
+payments at a floating rate ranging from LIBOR plus 0.625% to
+1.0% or at the prime rate. The applicable rate above LIBOR is
+based upon our debt to capitalization ratio. Our exposure to
+interest rate risk due to changes in LIBOR is not expected to be
+material.
+We conduct some business in Canadian dollars through our
+Canadian land-based drilling operations. The exchange rate
+between Canadian dollars and U.S. dollars has fluctuated
+over the last several years. If the value of the Canadian dollar
+against the U.S. dollar weakens, revenues and earnings of
+our Canadian operations will be reduced when they are translated
+to U.S. dollars. Also, the value of our Canadian net assets
+in U.S. dollars may decline.
+Item 8. 
+Financial Statements and Supplementary Data. 
+Financial Statements are filed as a part of this Report at the
+end of Part IV hereof beginning at page F-1, Index to
+Consolidated Financial Statements, and are incorporated herein
+by this reference.
+Item 9. 
+Changes in and Disagreements with Accountants on
+Accounting and Financial Disclosure. 
+None.
+Item 9A. 
+Controls and Procedures. 
+Disclosure Controls and Procedures. As of the end of the
+period covered by this Annual Report on Form 10-K, the
+effectiveness of our disclosure controls and procedures (as
+defined in Rules 13a-15(e) and 15d-15(e) promulgated under
+the Securities Exchange Act of 1934) was evaluated by our
+management, with the participation of our Chief Executive
+Officer, Cloyce A. Talbott (principal executive officer), and
+our Vice President, Chief Financial Officer, Secretary and
+Treasurer, Jonathan D. Nelson (principal financial and
+accounting officer). Messrs. Talbott and Nelson have
+concluded that our disclosure controls and procedures are
+effective, as of the end of the period covered by this Report,
+to help ensure that information we are required to disclose in
+reports that we file with the SEC is accumulated and
+communicated to management and recorded, processed, summarized
+and reported within the time periods prescribed by the SEC.
+34
+Table of Contents 
+There were no changes in our internal control over financial
+reporting that occurred during our last fiscal quarter (the
+quarter ended December 31, 2004) that have materially
+affected, or are reasonably likely to materially affect, our
+internal control over financial reporting.
+Management’s Report on Internal Control over Financial
+Reporting. Our management is responsible for establishing
+and maintaining effective internal control over financial
+reporting as defined in Rules 13a-15(f) under the
+Securities Exchange Act of 1934. Our internal control over
+financial reporting is designed to provide reasonable assurance
+regarding the reliability of financial reporting and the
+preparation of financial statements for external purposes in
+accordance with generally accepted accounting principles.
+Because of its inherent limitations, internal control over
+financial reporting may not prevent or detect misstatements.
+Also, projections of any evaluation of effectiveness to future
+periods are subject to the risk that controls may become
+inadequate because of changes in conditions, or that the degree
+of compliance with policies or procedures may deteriorate.
+Our management assessed the effectiveness of our internal
+control over financial reporting as of December 31, 2004.
+In making this assessment, our management used the criteria set
+forth by the Committee of Sponsoring Organizations of the
+Treadway Commission in Internal Control —
+Integrated Framework. Based on our assessment, we
+concluded that, as of December 31, 2004, our internal
+control over financial reporting is effective based on those
+criteria.
+Our management’s assessment of the effectiveness of
+internal control over financial reporting as of
+December 31, 2004, has been audited by
+PricewaterhouseCoopers LLP, the independent registered public
+accounting firm who also audited our consolidated financial
+statements as stated in their report which appears on page F-2
+of this Report on Form 10-K.
+Item 9B. 
+Other Information 
+On October 22, 2004, we entered into a written letter
+agreement with each of Mark S. Siegel, Kenneth N. Berns and John
+E. Vollmer III confirming and evidencing the existing
+agreement between us and each of Messrs. Siegel, Berns and
+Vollmer pursuant to which we have agreed to pay each such person
+within ten (10) days of the termination of his employment
+with us for any reason (including voluntary termination by
+them), an amount in cash equal to his annual base salary at the
+time of such termination. Any such payment made by us pursuant
+to the agreement evidenced in the letter agreement will reduce
+dollar for dollar any payment owed to such person, if any,
+pursuant to the Change in Control Agreement dated
+January 29, 2004 between the Company and such person or any
+agreement in substitution therefor.
+35
+Table of Contents 
+PART III 
+The information required by Part III is omitted from this
+Report because we will file a definitive proxy statement
+pursuant to Regulation 14A of the Securities Exchange Act
+of 1934 no later than 120 days after the end of the fiscal
+year covered by this Report and certain information included
+therein is incorporated herein by reference.
+Item 10. 
+Directors and Executive Officers of the Registrant. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+Item 11. 
+Executive Compensation. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+Item 12. 
+Security Ownership of Certain Beneficial Owners and
+Management and Related Stockholder Matters. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+Item 13. 
+Certain Relationships and Related Transactions. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+Item 14. 
+Principal Accountant Fees and Services. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+36
+Table of Contents 
+PART IV 
+Item 15. 
+Exhibits and Financial Statement Schedule. 
+(a)(1) Financial Statements 
+See Index to Consolidated Financial Statements on page F-1 of
+this Report.
+(a)(2) Financial Statement Schedule 
+Schedule II — Valuation and qualifying accounts
+is filed herewith on page S-1.
+All other financial statement schedules have been omitted
+because they are not applicable or the information required
+therein is included elsewhere in the financial statements or
+notes thereto.
+(a)(3) Exhibits 
+The following exhibits are filed herewith or incorporated by
+reference herein.
+2 
+.1 
+Asset Purchase Agreement among Key Energy Drilling, Inc., Key
+Energy Drilling Beneficial, L.P., Key Rocky Mountain, Inc., Key
+Four Corners, Inc. and Key Energy Services, Inc. and
+Patterson-UTI Drilling Company LP, LLLP and Patterson-UTI
+Energy, Inc., dated as of December 7, 2004. 
+3 
+.1 
+Restated Certificate of Incorporation, as amended (filed
+August 9, 2004 as Exhibit 3.1 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference). 
+3 
+.2 
+Amendment to Restated Certificate of Incorporation, as amended
+(filed August 9, 2004 as Exhibit 3.2 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2004 and incorporated
+herein by reference). 
+3 
+.3 
+Amended and Restated Bylaws (filed March 19, 2002 as
+Exhibit 3.2 to the Company’s Annual Report on
+Form 10-K for the fiscal year ended December 31, 2001
+and incorporated herein by reference). 
+4 
+.1 
+Rights Agreement dated January 2, 1997, between Patterson
+Energy, Inc. and Continental Stock Transfer &
+Trust Company (filed January 14, 1997 as
+Exhibit 2 to the Company’s Registration Statement on
+Form 8-A and incorporated herein by reference). 
+4 
+.2 
+Amendment to Rights Agreement dated as of October 23, 2001
+(filed October 31, 2001 as Exhibit 3.4 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended September 30, 2001 and incorporated
+herein by reference). 
+4 
+.3 
+Restated Certificate of Incorporation, as amended (See
+Exhibits 3.1 and 3.2). 
+4 
+.4 
+Registration Rights Agreement with Bear, Stearns and Co. Inc.,
+dated March 25, 1994, as assigned by REMY Capital
+Partners III, L.P.(filed March 19, 2002 as
+Exhibit 4.3 to the Company’s Annual Report on
+Form 10-K for the fiscal year ended December 31, 2001
+and incorporated herein by reference). 
+10 
+.1 
+For additional material contracts, see Exhibits 2.1, 4.1,
+4.2 and 4.4. 
+10 
+.2 
+Patterson-UTI Energy, Inc., 1993 Stock Incentive Plan, as
+amended (filed March 13, 1998 as Exhibit 10.1 to the
+Company’s Registration Statement on Form S-8 (File
+No. 333-47917) and incorporated herein by reference).* 
+10 
+.3 
+Patterson-UTI Energy, Inc. Non-Employee Directors’ Stock
+Option Plan, as amended (filed November 4, 1997 as
+Exhibit 10.1 to the Company’s Registration Statement
+on Form S-8 (File No. 333-39471) and incorporated
+herein by reference).* 
+10 
+.4 
+Amended and Restated Patterson-UTI Energy, Inc. 2001 Long-Term
+Incentive Plan (filed November 27, 2002 as Exhibit 4.4
+to Post Effective Amendment No. 1 to the Company’s
+Registration Statement on Form S-8 (File
+No. 333-60470) and incorporated herein by reference).* 
+10 
+.5 
+Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term
+Incentive Plan (filed July 28, 2003 as Exhibit 4.7 to
+the Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2003 and incorporated
+herein by reference).* 
+37
+Table of Contents 
+10 
+.6 
+Amendment to the Patterson-UTI Energy, Inc. Amended and Restated
+1997 Long-Term Incentive Plan (filed August 9, 2004 as
+Exhibit 10.7 to the Company’s Quarterly Report on
+Form 10-Q for the quarterly period ended June 30, 2004
+and incorporated herein by reference).* 
+10 
+.7 
+Amended and Restated Patterson-UTI Energy, Inc. Non-Employee
+Director Stock Option Plan(filed July 28, 2003 as
+Exhibit 4.8 to the Company’s Quarterly Report on
+Form 10-Q for the quarterly period ended June 30, 2003
+and incorporated herein by reference).* 
+10 
+.8 
+Amended and Restated Patterson-UTI Energy, Inc. 1996 Employee
+Stock Option Plan (filed July 25, 2001 as Exhibit 4.4
+to Post-Effective Amendment No. 1 to the Company’s
+Registration Statement on Form S-8 (File
+No. 333-60466) and incorporated herein by reference).* 
+10 
+.9 
+1997 Stock Option Plan of DSI Industries, Inc. (filed
+July 25, 2001 as Exhibit 4.4 to Post-Effective
+Amendment No. 1 to the Company’s Registration
+Statement on Form S-8 (File No. 333-60470) and
+incorporated herein by reference).* 
+10 
+.10 
+Stock Option Agreement dated July 20, 2001 between
+Patterson-UTI Energy, Inc. and Kenneth R. Peak (filed
+March 19, 2002 as Exhibit 10.9 to the Company’s
+Annual Report on Form 10-K for the fiscal year ended
+December 31, 2001 and incorporated herein by reference).* 
+10 
+.11 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Mark S. Siegel (filed
+August 9, 2004 as Exhibit 10.1 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.12 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Cloyce A. Talbott (filed
+August 9, 2004 as Exhibit 10.2 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.13 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and A. Glenn Patterson (filed
+August 9, 2004 as Exhibit 10.3 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.14 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed
+August 9, 2004 as Exhibit 10.4 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.15 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Jonathan D. Nelson (filed
+August 9, 2004 as Exhibit 10.5 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.16 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and John E. Vollmer III
+(filed August 9, 2004 as Exhibit 10.6 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2004 and incorporated
+herein by reference).* 
+10 
+.17 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Mark S. Siegel (filed on
+February 4, 2004 as Exhibit 10.2 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.18 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and A. Glenn Patterson (filed on
+February 4, 2004 as Exhibit 10.3 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.19 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Cloyce A. Talbott (filed on
+February 4, 2004 as Exhibit 10.4 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.20 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed on
+February 4, 2004 as Exhibit 10.5 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.21 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Jonathan D. Nelson (filed on
+February 4, 2004 as Exhibit 10.6 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+38
+Table of Contents 
+10 
+.22 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and John E. Vollmer III (filed
+on February 4, 2004 as Exhibit 10.7 to the
+Company’s Annual Report on Form 10-K for the year
+ended December 31, 2003 and incorporated herein by
+reference).* 
+10 
+.23 
+Form of Letter Agreement regarding termination, effective as of
+January 29, 2004, entered into by Patterson-UTI
+Energy, Inc. with each of Mark S. Siegel, Kenneth N. Berns and
+John E. Vollmer III.* 
+10 
+.24 
+Form of Indemnification Agreement entered into by Patterson-UTI
+Energy, Inc. with each of Mark S. Siegel, Cloyce A. Talbott, A.
+Glenn Patterson, Kenneth N. Berns, Robert C. Gist, Curtis W.
+Huff, Terry H. Hunt, Kenneth R. Peak, Nadine C. Smith, Jonathan
+D. Nelson and John E. Vollmer III (filed April 28,
+2004 as Exhibit 10.11 to the Company’s Annual Report
+on Form 10-K, as amended, for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.25 
+Credit Agreement dated as of December 17, 2004 among
+Patterson-UTI Energy, Inc., as the Borrower, Bank of America,
+N.A., as administrative agent, L/ C Issuer and a Lender and the
+other lenders and agents party thereto (filed on
+December 23, 2004 as Exhibit 10.1 to the
+Company’s Current Report on Form 8-K and incorporated
+herein by reference). 
+10 
+.26 
+Summary Description of 2003 Cash Bonus Plan.* 
+10 
+.27 
+Summary Description of Director Compensation.* 
+14 
+.1 
+Patterson-UTI Energy, Inc. Code of Business Conduct and Ethics
+for Senior Financial Executives (filed as Exhibit 14.1 to
+the Company’s Annual Report on Form 10-K for the year
+ended December 31, 2003 and incorporated herein by
+reference). 
+21 
+.1 
+Subsidiaries of the Registrant. 
+23 
+.1 
+Consent of Independent Registered Public Accounting Firm. 
+23 
+.2 
+Consent of Independent Petroleum Engineer — M. Brian
+Wallace, P.E. 
+31 
+.1 
+Certification of Chief Executive Officer pursuant to
+Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
+1934, as amended. 
+31 
+.2 
+Certification of Chief Financial Officer pursuant to
+Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
+1934, as amended. 
+32 
+.1 
+Certification of Chief Executive Officer and Chief Financial
+Officer pursuant to 18 USC Section 1350, as adopted
+pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+* 
+Management Contract or Compensatory Plan identified as required
+by Item 15(a)(3) of Form 10-K. 
+39
+Table of Contents 
+INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 
+Page 
+Report of Independent Registered Public Accounting Firm 
+F-2 
+Consolidated Financial Statements: 
+Consolidated Balance Sheets as of December 31, 2004 and 2003 
+F-4 
+Consolidated Statements of Income for the years ended
+December 31, 2004, 2003 and 2002 
+F-5 
+Consolidated Statements of Changes In Stockholders’ Equity
+for the years ended December 31, 2004, 2003 and 2002 
+F-6 
+Consolidated Statements of Changes In Cash Flows for the years
+ended December 31, 2004, 2003 and 2002 
+F-7 
+Notes to Consolidated Financial Statements 
+F-9 
+F-1
+Table of Contents 
+Report of Independent Registered Public Accounting Firm 
+To the Board of Directors and Stockholders of
+Patterson-UTI Energy, Inc.
+We have completed an integrated audit of Patterson-UTI Energy,
+Inc’s 2004 consolidated financial statements and of its
+internal control over financial reporting as of
+December 31 , 2004 and audits of its 2003 and 2002
+consolidated financial statements in accordance with the
+standards of the Public Company Accounting Oversight Board
+(United States). Our opinions, based on our audits, are
+presented below.
+Consolidated financial statements and financial statement
+schedule 
+In our opinion, the consolidated financial statements listed in
+the accompanying index present fairly, in all material respects,
+the financial position of Patterson-UTI Energy, Inc. and its
+subsidiaries at December 31, 2004 and 2003, and the results
+of their operations and their cash flows for each of the three
+years in the period ended December 31, 2004 in conformity
+with accounting principles generally accepted in the United
+States of America. In addition, in our opinion, the financial
+statement schedule on page S-1 presents fairly, in all
+material respects, the information set forth therein when read
+in conjunction with the related consolidated financial
+statements. These financial statements and financial statement
+schedule are the responsibility of the Company’s
+management. Our responsibility is to express an opinion on these
+financial statements and financial statement schedule based on
+our audits. We conducted our audits of these statements in
+accordance with the standards of the Public Company Accounting
+Oversight Board (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 of financial statements includes
+examining, on a test basis, evidence supporting the amounts and
+disclosures in the financial statements, assessing the
+accounting principles used and significant estimates made by
+management, and evaluating the overall financial statement
+presentation. We believe that our audits provide a reasonable
+basis for our opinion.
+Internal control over financial reporting 
+Also, in our opinion, management’s assessment, included in
+Management’s Report on Internal Control Over Financial
+Reporting appearing under Item 9A, that the Company
+maintained effective internal control over financial reporting
+as of December 31, 2004 based on criteria established in
+Internal Control-Integrated Framework issued by the
+Committee of Sponsoring Organizations of the Treadway Commission
+(COSO), is fairly stated, in all material respects, based on
+those criteria. Furthermore, in our opinion, the Company
+maintained, in all material respects, effective internal control
+over financial reporting as of December 31, 2004, based on
+criteria established in Internal Control-Integrated Framework
+issued by the COSO. The Company’s management is
+responsible for maintaining effective internal control over
+financial reporting and for its assessment of the effectiveness
+of internal control over financial reporting. Our responsibility
+is to express opinions on management’s assessment and on
+the effectiveness of the Company’s internal control over
+financial reporting based on our audit. We conducted our audit
+of internal control over financial reporting in accordance with
+the standards of the Public Company Accounting Oversight Board
+(United States). Those standards require that we plan and
+perform the audit to obtain reasonable assurance about whether
+effective internal control over financial reporting was
+maintained in all material respects. An audit of internal
+control over financial reporting includes obtaining an
+understanding of internal control over financial reporting,
+evaluating management’s assessment, testing and evaluating
+the design and operating effectiveness of internal control, and
+performing such other procedures as we consider necessary in the
+circumstances. We believe that our audit provides a reasonable
+basis for our opinions.
+A company’s internal control over financial reporting is a
+process designed to provide reasonable assurance regarding the
+reliability of financial reporting and the preparation of
+financial statements for external purposes in accordance with
+generally accepted accounting principles. A company’s
+internal control over financial reporting includes those
+policies and procedures that (i) pertain to the maintenance
+of records that, in reasonable detail, accurately and fairly
+reflect the transactions and dispositions of the assets of the
+company; (ii) provide reasonable assurance that
+transactions are recorded as necessary to permit preparation of
+financial
+F-2
+Table of Contents 
+statements in accordance with generally accepted accounting
+principles, and that receipts and expenditures of the company
+are being made only in accordance with authorizations of
+management and directors of the company; and (iii) provide
+reasonable assurance regarding prevention or timely detection of
+unauthorized acquisition, use, or disposition of the
+company’s assets that could have a material effect on the
+financial statements.
+Because of its inherent limitations, internal control over
+financial reporting may not prevent or detect misstatements.
+Also, projections of any evaluation of effectiveness to future
+periods are subject to the risk that controls may become
+inadequate because of changes in conditions, or that the degree
+of compliance with the policies or procedures may deteriorate.
+PricewaterhouseCoopers LLP 
+Houston, Texas
+February 24, 2005
+F-3
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED BALANCE SHEETS 
+December 31, 
+2004 
+2003 
+(In thousands, except share 
+data) 
+ASSETS 
+Current assets: 
+Cash and cash equivalents 
+$ 
+112,371 
+$ 
+100,483 
+Accounts receivable, net of allowance for doubtful accounts of
+$1,909 and $2,133 at December 31, 2004 and 2003,
+respectively 
+214,097 
+156,345 
+Federal and state income taxes receivable 
+— 
+12,667 
+Inventory 
+17,738 
+15,206 
+Deferred tax assets, net 
+15,991 
+16,449 
+Other 
+26,836 
+15,697 
+Total current assets 
+387,033 
+316,847 
+Property and equipment, at cost, net 
+828,875 
+693,631 
+Goodwill 
+101,326 
+51,179 
+Investment in equity securities 
+— 
+19,771 
+Other 
+5,677 
+2,686 
+Total assets 
+$ 
+1,322,911 
+$ 
+1,084,114 
+LIABILITIES AND STOCKHOLDERS’ EQUITY 
+Current liabilities: 
+Accounts payable: 
+Trade 
+$ 
+54,553 
+$ 
+41,093 
+Accrued revenue distributions 
+11,297 
+8,545 
+Other 
+2,309 
+6,743 
+Accrued Federal and state income taxes payable 
+2,754 
+— 
+Accrued expenses 
+79,163 
+60,853 
+Total current liabilities 
+150,076 
+117,234 
+Deferred tax liabilities, net 
+162,040 
+143,309 
+Other 
+3,256 
+3,822 
+Total liabilities 
+315,372 
+264,365 
+Commitments and contingencies 
+— 
+— 
+Stockholders’ equity: 
+Preferred stock, par value $.01; authorized
+1,000,000 shares, no shares issued 
+— 
+— 
+Common stock, par value $.01; authorized 300,000,000 shares
+at December 31, 2004 and 200,000,000 shares at
+December 31, 2003 with 171,625,841 (affected by a two-
+for-one stock split) and 82,483,148 issued and 168,512,745
+(affected by a two-for-one stock split) and 80,976,600
+outstanding at December 31, 2004 and 2003, respectively 
+1,716 
+825 
+Additional paid-in capital 
+597,280 
+506,018 
+Deferred compensation 
+(5,420 
+) 
+— 
+Retained earnings 
+415,489 
+317,627 
+Accumulated other comprehensive income, net of tax 
+11,611 
+6,934 
+Treasury stock, at cost, 3,113,096 shares (affected by a
+two-for-one stock split) and 1,506,548 shares at
+December 31, 2004 and 2003, respectively 
+(13,137 
+) 
+(11,655 
+) 
+Total stockholders’ equity 
+1,007,539 
+819,749 
+Total liabilities and stockholders’ equity 
+$ 
+1,322,911 
+$ 
+1,084,114 
+The accompanying notes are an integral part of these
+consolidated financial statements.
+F-4
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF INCOME 
+Years Ended December 31, 
+2004 
+2003 
+2002 
+(In thousand, except per share data) 
+Operating revenues: 
+Contract drilling 
+$ 
+809,691 
+$ 
+639,694 
+$ 
+410,295 
+Pressure pumping 
+66,654 
+46,083 
+32,996 
+Drilling and completion fluids 
+90,557 
+69,230 
+69,943 
+Oil and natural gas 
+33,867 
+21,163 
+14,723 
+1,000,769 
+776,170 
+527,957 
+Operating costs and expenses: 
+Contract drilling 
+556,869 
+475,224 
+318,201 
+Pressure pumping 
+37,561 
+26,184 
+19,802 
+Drilling and completion fluids 
+76,503 
+61,424 
+60,762 
+Oil and natural gas 
+7,978 
+4,808 
+3,956 
+Depreciation, depletion, amortization and impairment 
+119,395 
+97,998 
+91,216 
+General and administrative 
+32,007 
+27,709 
+26,140 
+Bad debt expense 
+897 
+259 
+320 
+Restructuring and other charges 
+— 
+(2,452 
+) 
+4,700 
+Gain on sale of assets 
+(1,655 
+) 
+(2,174 
+) 
+(538 
+) 
+829,555 
+688,980 
+524,559 
+Operating income 
+171,214 
+87,190 
+3,398 
+Other income (expense): 
+Interest income 
+1,140 
+1,116 
+1,110 
+Interest expense 
+(695 
+) 
+(292 
+) 
+(532 
+) 
+Other 
+235 
+1,870 
+225 
+680 
+2,694 
+803 
+Income before income taxes and cumulative effect of change in
+accounting principle 
+171,894 
+89,884 
+4,201 
+Income tax expense (benefit): 
+Current 
+39,688 
+15,088 
+(21,878 
+) 
+Deferred 
+23,473 
+17,908 
+23,705 
+63,161 
+32,996 
+1,827 
+Income before cumulative effect of change in accounting principle 
+108,733 
+56,888 
+2,374 
+Cumulative effect of change in accounting principle, net of
+related income tax benefit of approximately $287 
+— 
+(469 
+) 
+— 
+Net income 
+$ 
+108,733 
+$ 
+56,419 
+$ 
+2,374 
+Net income per common share: 
+Basic: 
+Income before cumulative effect of change in accounting principle 
+$ 
+0.65 
+$ 
+0.35 
+$ 
+0.02 
+Cumulative effect of change in accounting principle 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Net income 
+$ 
+0.65 
+$ 
+0.35 
+$ 
+0.02 
+Diluted: 
+Income before cumulative effect of change in accounting principle 
+$ 
+0.64 
+$ 
+0.35 
+$ 
+0.01 
+Cumulative effect of change in accounting principle 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Net income 
+$ 
+0.64 
+$ 
+0.34 
+$ 
+0.01 
+Weighted average number of common shares outstanding: 
+Basic 
+166,258 
+161,272 
+157,410 
+Diluted 
+169,211 
+164,572 
+162,504 
+The accompanying notes are an integral part of these
+consolidated financial statements.
+F-5
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
+EQUITY 
+Common Stock 
+Accumulated 
+Other 
+Number 
+Additional 
+Comprehensive 
+of 
+Paid-In 
+Deferred 
+Retained 
+Income 
+Treasury 
+Shares 
+Amount 
+Capital 
+Compensation 
+Earnings 
+(Loss) 
+Stock 
+Total 
+(In thousands) 
+December 31, 2001 
+78,463 
+$ 
+784 
+$ 
+441,475 
+$ 
+— 
+$ 
+258,834 
+$ 
+(2,296 
+) 
+$ 
+(11,655 
+) 
+$ 
+687,142 
+Issuance of common stock 
+650 
+7 
+16,933 
+— 
+— 
+— 
+— 
+16,940 
+Exercise of stock options and warrants 
+2,464 
+25 
+15,714 
+— 
+— 
+— 
+— 
+15,739 
+Tax benefit related to exercise of stock options 
+— 
+— 
+15,079 
+— 
+— 
+— 
+— 
+15,079 
+Foreign currency translation, net of tax 
+— 
+— 
+— 
+— 
+— 
+457 
+— 
+457 
+Net income 
+— 
+— 
+— 
+— 
+2,374 
+— 
+— 
+2,374 
+December 31, 2002 
+81,577 
+816 
+489,201 
+— 
+261,208 
+(1,839 
+) 
+(11,655 
+) 
+737,731 
+Exercise of stock options and warrants 
+906 
+9 
+10,277 
+— 
+— 
+— 
+— 
+10,286 
+Tax benefit related to exercise of stock options 
+— 
+— 
+6,540 
+— 
+— 
+— 
+— 
+6,540 
+Foreign currency translation, net of tax 
+— 
+— 
+— 
+— 
+— 
+8,773 
+— 
+8,773 
+Net income 
+— 
+— 
+— 
+— 
+56,419 
+— 
+— 
+56,419 
+December 31, 2003 
+82,483 
+825 
+506,018 
+— 
+317,627 
+6,934 
+(11,655 
+) 
+819,749 
+Issuance of common stock for acquisition 
+1,388 
+14 
+49,462 
+— 
+— 
+— 
+— 
+49,476 
+Issuance of restricted stock 
+189 
+2 
+6,640 
+(6,642 
+) 
+— 
+— 
+— 
+— 
+Amortization of deferred compensation expense 
+— 
+— 
+— 
+1,222 
+— 
+— 
+— 
+1,222 
+Exercise of stock options and warrants 
+2,580 
+25 
+24,494 
+— 
+— 
+— 
+— 
+24,519 
+Tax benefit related to exercise of stock options 
+— 
+— 
+10,666 
+— 
+— 
+— 
+— 
+10,666 
+Foreign currency translation, net of tax 
+— 
+— 
+— 
+— 
+— 
+4,677 
+— 
+4,677 
+Purchase of treasury stock 
+— 
+— 
+— 
+— 
+— 
+— 
+(1,482 
+) 
+(1,482 
+) 
+Payment of cash dividend (See Note 11) 
+— 
+— 
+— 
+— 
+(10,021 
+) 
+— 
+— 
+(10,021 
+) 
+Effect of two-for-one stock split (See Note 11) 
+84,986 
+850 
+— 
+— 
+(850 
+) 
+— 
+— 
+— 
+Net income 
+— 
+— 
+— 
+— 
+108,733 
+— 
+— 
+108,733 
+December 31, 2004 
+171,626 
+$ 
+1,716 
+$ 
+597,280 
+$ 
+(5,420 
+) 
+$ 
+415,489 
+$ 
+11,611 
+$ 
+(13,137 
+) 
+$ 
+1,007,539 
+The accompanying notes are an integral part of these
+consolidated financial statements.
+F-6
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS 
+Years Ended December 31, 
+2004 
+2003 
+2002 
+(In thousands) 
+Cash flows from operating activities: 
+Net income 
+$ 
+108,733 
+$ 
+56,419 
+$ 
+2,374 
+Adjustments to reconcile net income to net cash provided by
+operating activities: 
+Depreciation, depletion, amortization and impairment 
+119,395 
+97,998 
+91,216 
+Provision for bad debts 
+897 
+259 
+320 
+Deferred income tax expense 
+23,473 
+17,908 
+23,705 
+Tax benefit related to exercise of stock options 
+10,666 
+6,540 
+15,079 
+Amortization of deferred compensation expense 
+1,222 
+— 
+— 
+Gain on sale of assets 
+(1,655 
+) 
+(2,174 
+) 
+(538 
+) 
+Cumulative effect of change in accounting principle, net of tax 
+— 
+(469 
+) 
+— 
+Changes in operating assets and liabilities, net of business
+acquired: 
+Accounts receivable 
+(50,682 
+) 
+(55,791 
+) 
+34,565 
+Federal income taxes receivable 
+15,470 
+10,919 
+(23,216 
+) 
+Inventory and other current assets 
+(13,556 
+) 
+(8,984 
+) 
+(222 
+) 
+Accounts payable 
+12,861 
+12,322 
+(11,079 
+) 
+Accrued expenses 
+1,555 
+22,814 
+(771 
+) 
+Other liabilities 
+(6,090 
+) 
+5,015 
+362 
+Net cash provided by operating activities 
+222,289 
+162,776 
+131,795 
+Cash flows from investing activities: 
+Acquisitions, net of cash acquired 
+(32,514 
+) 
+(40,832 
+) 
+— 
+Purchases of property and equipment 
+(191,560 
+) 
+(116,626 
+) 
+(83,843 
+) 
+Proceeds from sales of property and equipment 
+3,303 
+4,548 
+1,813 
+Purchase of investment equity securities 
+— 
+— 
+(17,659 
+) 
+Change in other assets 
+(1,766 
+) 
+(1,693 
+) 
+735 
+Net cash used in investing activities 
+(222,537 
+) 
+(154,603 
+) 
+(98,954 
+) 
+Cash flows from financing activities: 
+Purchase of treasury stock 
+(1,482 
+) 
+— 
+— 
+Dividends paid 
+(10,021 
+) 
+— 
+— 
+Line of credit issuance costs 
+(780 
+) 
+— 
+— 
+Proceeds from exercise of stock options and warrants 
+24,519 
+10,286 
+15,739 
+Net cash provided by financing activities 
+12,236 
+10,286 
+15,739 
+Effect of foreign exchange rate changes on cash 
+(100 
+) 
+(130 
+) 
+(10 
+) 
+Net increase in cash and cash equivalents 
+11,888 
+18,329 
+48,570 
+Cash and cash equivalents at beginning of year 
+100,483 
+82,154 
+33,584 
+Cash and cash equivalents at end of year 
+$ 
+112,371 
+$ 
+100,483 
+$ 
+82,154 
+Supplemental disclosure of cash flow information: 
+Net cash received (paid) during the year for: 
+Interest 
+$ 
+(245 
+) 
+$ 
+(292 
+) 
+$ 
+(532 
+) 
+Income taxes 
+(12,500 
+) 
+2,730 
+13,492 
+The accompanying notes are an integral part of these
+consolidated financial statements.
+F-7
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF CHANGES IN CASH
+FLOWS — (Continued) 
+Non-cash investing and financing activities:
+In February 2004, the Company completed its acquisition of TMBR/
+Sharp Drilling, Inc. (“TMBR”) in which one of its
+wholly-owned subsidiaries acquired 100% of the remaining
+outstanding shares of TMBR for a net cash payment of
+$32.5 million ($40.4 million paid to TMBR shareholders
+less $7.9 million in cash acquired in the transaction) and
+the issuance of 2.78 million shares of the Company’s
+common stock valued at $17.82 per share (adjusted to
+reflect the two-for-one stock split on June 30, 2004). The
+assets of TMBR included 18 land-based drilling rigs and
+related equipment, shop facilities, equipment yards and their
+oil and natural gas properties. The transaction was accounted
+for as a business combination and the purchase price was
+allocated among the assets acquired and liabilities assumed
+based on their estimated fair market values (see Note 2).
+The accompanying notes are an integral part of these
+consolidated financial statements.
+F-8
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+1. 
+Description of Business and Summary of Significant Accounting
+Policies 
+A description of the business and basis of presentation
+follows: 
+Description of business — Patterson-UTI Energy,
+Inc., together with its wholly-owned subsidiaries, (collectively
+referred to herein as “Patterson-UTI” or the
+“Company”) is a leading provider of onshore contract
+drilling services to major and independent oil and natural gas
+operators in Texas, New Mexico, Oklahoma, Louisiana,
+Mississippi, Colorado, Utah, Wyoming and Western Canada. As of
+December 31, 2004, the Company owned 361 drilling rigs. The
+Company provides pressure pumping services to oil and natural
+gas operators primarily in the Appalachian Basin. The Company
+provides drilling fluids, completion fluids and related services
+to oil and natural gas operators in Texas, Southeastern New
+Mexico, Oklahoma, the Gulf Coast region of Louisiana and the
+Gulf of Mexico. The Company is also engaged in the development,
+exploration, acquisition and production of oil and natural gas.
+The Company’s oil and natural gas business operates
+primarily in producing regions of West Texas, South Texas,
+Southeastern New Mexico, Utah and Mississippi.
+Basis of presentation — As a result of the
+Company increasing its ownership of TMBR from 19.5% to 100% in
+2004, the consolidated financial statements of Patterson-UTI
+Energy, Inc. and its wholly-owned subsidiaries have been
+restated to provide for the retroactive application of the
+equity method of accounting for the Company’s investment in
+TMBR (see Note 6).
+The U.S. dollar is the functional currency for all of the
+Company’s operations except for its Canadian operations,
+which use the Canadian dollar as their functional currency. The
+effects of exchange rate changes are reflected in accumulated
+other comprehensive income, which is a separate component of
+stockholders’ equity.
+On April 28, 2004, the Company’s Board of Directors
+authorized a two-for-one stock split in the form of a stock
+dividend which was distributed on June 30, 2004 to holders
+of record on June 14, 2004. At June 30, 2004, an
+adjustment was made to reclassify an amount from retained
+earnings to common stock to account for the par value of the
+common stock issued as a stock dividend. This adjustment had no
+overall effect on equity. The December 31, 2003 balance
+sheet was not restated as a result of this transaction; however,
+historical earnings per share amounts included in the Statements
+of Income and elsewhere in these financial statements have been
+restated as if the two-for-one stock split had occurred on
+January 1, 2002.
+A summary of the significant accounting policies
+follows: 
+Principles of consolidation — The consolidated
+financial statements include the accounts of Patterson-UTI and
+its wholly-owned subsidiaries. All significant intercompany
+accounts and transactions have been eliminated. The Company has
+no controlling financial interests in any entity which would
+require consolidation.
+Management estimates — The preparation of
+financial statements in conformity with accounting principles
+generally accepted in the United States of America requires
+management to make estimates and assumptions that affect the
+reported amounts of assets and liabilities and disclosure of
+contingent assets and liabilities at the date of the financial
+statements and the reported amounts of revenues and expenses
+during the reporting period. Actual results could differ from
+such estimates.
+Revenue recognition — Revenues are recognized
+when services are performed, except for revenues earned under
+turnkey contract drilling arrangements which are recognized
+using the completed contract method of accounting, as described
+below. The Company follows the percentage-of-completion method
+of accounting for footage contract drilling arrangements. Under
+the percentage-of-completion method, management estimates are
+relied upon in the determination of the total estimated expenses
+to be incurred drilling the well. Due to the nature of turnkey
+contract drilling arrangements and risks therein, the Company
+follows the
+F-9
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+completed contract method of accounting for such arrangements.
+Under this method, all drilling revenues and expenses related to
+a well in progress are deferred and recognized in the period the
+well is completed. Provisions for losses on incomplete or
+in-process wells are made when estimated total expenses are
+expected to exceed estimated total revenues. The Company
+recognizes reimbursements received from third parties for
+out-of-pocket expenses incurred as revenues and accounts for
+out-of-pocket expenses as direct costs.
+Accounts receivable — Trade accounts receivable
+are recorded at the invoiced amount and do not bear interest.
+The allowance for doubtful accounts represents the
+Company’s estimate of the amount of probable credit losses
+existing in the Company’s accounts receivable. The Company
+determines the allowance based on historical write-off
+experience. The Company reviews the adequacy of its allowance
+for doubtful accounts monthly. Significant individual accounts
+receivable balances and balances which have been outstanding
+greater than 90 days are reviewed individually for
+collectibility. Account balances, when determined to be
+uncollectible, are charged against the allowance.
+Inventories — Inventories consist primarily of
+chemical products to be used in conjunction with the
+Company’s drilling and completion fluids activities. The
+inventories are stated at the lower of cost or market,
+determined by the first-in, first-out method.
+Property and equipment — Property and equipment
+is carried at cost less accumulated depreciation. Depreciation
+is provided on the straight-line method over the estimated
+useful lives. The method of depreciation does not change when
+equipment becomes idle. The estimated useful lives, in years,
+are defined below.
+Useful Lives 
+Drilling rigs and related equipment 
+2-15 
+Office furniture 
+3-10 
+Buildings 
+5-20 
+Automotive equipment 
+2-7 
+Other 
+3-7 
+Oil and natural gas properties — Oil and
+natural gas properties are accounted for using the successful
+efforts method of accounting. Under the successful efforts
+method of accounting, exploration costs which result in the
+discovery of oil and natural gas reserves and all development
+costs are capitalized to the appropriate well. Exploration costs
+which do not result in discovering oil and natural gas reserves
+are charged to expense when such determinations are made. Costs
+of exploratory wells are initially capitalized to wells in
+progress until the outcome of the drilling is known. The Company
+reviews wells in progress quarterly to determine the related
+reserve classification. If the reserve classification is
+uncertain after one year following the completion of drilling,
+the Company considers the costs of the well to be impaired and
+recognizes the costs as expense. Geological and geophysical
+costs, including seismic costs, and costs to carry and retain
+undeveloped properties are charged to expense when incurred. The
+capitalized costs of both developmental and successful
+exploratory type wells, consisting of lease and well equipment,
+lease acquisition costs and intangible development costs, are
+depreciated, depleted and amortized on the units-of-production
+method, based on engineering estimates of proved oil and natural
+gas reserves of each respective field. The Company reviews its
+proved oil and natural gas properties for impairment when an
+event occurs such as downward revisions in reserve estimates or
+decreases in oil and natural gas prices. Proved properties are
+grouped by field and undiscounted cash flow estimates are
+provided by an independent petroleum engineer. If the net book
+value of a field exceeds its undiscounted cash flow estimate,
+impairment expense is measured and recognized as the difference
+between its net book value and discounted cash flow. Unproved
+oil and natural gas properties are reviewed quarterly to
+determine impairment. The Company’s intent to drill, lease
+expiration and abandonment of area are considered. Assessment of
+impairment is made on a lease-by-lease basis. If an unproved
+property is determined to be impaired, costs related to that
+property are expensed.
+F-10
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Goodwill — Goodwill is considered to have an
+indefinite useful economic life and is not amortized. As such,
+the Company assess impairment of its goodwill annually or on an
+interim basis if events or circumstances indicate that the fair
+value of the asset has decreased below its carrying value. With
+respect to the Company’s drilling and completion fluids
+business, the determination that no impairment existed as of
+December 31, 2004, was based on the segment’s improved
+operating results in 2004 and on the Company’s expectations
+that these improved results will continue. If the improved
+results do not continue, all or part of the goodwill of
+approximately $10 million associated with that business
+segment may be determined to be impaired.
+The following table summarizes depreciation, depletion,
+amortization and impairment expense for 2004, 2003 and 2002 (in
+millions):
+2004 
+2003 
+2002 
+Depreciation expense 
+$ 
+106.0 
+$ 
+90.9 
+$ 
+85.8 
+Depletion expense 
+10.1 
+5.6 
+4.4 
+Amortization expense 
+0.1 
+0.1 
+0.3 
+Impairment of oil and natural gas properties 
+3.2 
+1.4 
+0.7 
+Total 
+$ 
+119.4 
+$ 
+98.0 
+$ 
+91.2 
+Maintenance and repairs — Maintenance and
+repairs are charged to expense when incurred. Renewals and
+betterments which extend the life or improve existing property
+and equipment are capitalized.
+Retirements — Upon disposition or retirement of
+property and equipment, the cost and related accumulated
+depreciation are removed and any resulting gain or loss is
+credited or charged to operations.
+Investments in equity securities — Investments
+in equity securities are accounted for under the equity method
+of accounting.
+Earnings per share — The Company provides a
+dual presentation of its earnings per share; Basic Earnings per
+Share (“Basic EPS”) and Diluted Earnings per Share
+(“Diluted EPS”). Basic EPS is computed using the
+weighted average number of shares outstanding during the year.
+Diluted EPS includes common stock equivalents which are dilutive
+to earnings per share. For the years ended December 31,
+2004, 2003 and 2002, dilutive securities, consisting of certain
+stock options and warrants, (See Note 12) included in the
+calculation of Diluted EPS were 3.0 million shares,
+3.3 million shares and 5.1 million shares,
+respectively. At December 31, 2004, 2003 and 2002, there
+were potentially dilutive securities of 640,000,
+1.9 million and 657,000, respectively, excluded from the
+calculation of Diluted EPS as their exercise prices were greater
+than the average market price for the respective year.
+Income taxes — The asset and liability method
+is used in accounting for income taxes. Under this method,
+deferred tax assets and liabilities are recognized for operating
+loss and tax credit carryforwards and for the future tax
+consequences attributable to differences between the financial
+statement carrying amounts of existing assets and liabilities
+and their respective tax bases. Deferred tax assets and
+liabilities are measured using enacted tax rates expected to
+apply to taxable income in the year in which those temporary
+differences are expected to be recovered or settled. The effect
+on deferred tax assets and liabilities of a change in tax rates
+is recognized in the results of operations in the period that
+includes the enactment date. If applicable, a valuation
+allowance is recorded to reduce the carrying amounts of deferred
+tax assets unless it is more likely than not that such assets
+will be realized.
+F-11
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Stock based compensation — At December 31,
+2004, the Company had seven stock-based employee compensation
+plans, of which three were active. The Company accounts for
+those plans under the recognition and measurement principles of
+Accounting Principles Board Opinion No. 25,
+“Accounting for Stock Issued to Employees,”
+(“APB 25”) and related interpretations. During
+the second quarter of 2004, the Company granted restricted
+shares of the Company’s common stock (the “Restricted
+Shares”) to certain key employees under the Patterson-UTI
+Energy, Inc. 1997 Long-Term Incentive Plan, as amended. As
+required by APB 25, the Restricted Shares were valued based
+upon the market price of the Company’s common stock on the
+date of the grant. The resulting value is being amortized over
+the vesting period of the stock. Compensation expense of
+$773,000, net of tax, was included in net income for the twelve
+months ended December 31, 2004. Other than the Restricted
+Shares discussed above, no additional stock-based employee
+compensation cost is reflected in net income, as all options
+granted under the plans discussed above had an exercise price
+equal to or in excess of the market value of the underlying
+common stock on the date of grant. The following table
+illustrates the effect on net income and net income per share if
+the Company had applied the fair value recognition provisions of
+Financial Accounting Standards Board (“FASB”)
+Statement of Financial Accounting Standards No. 123,
+“Accounting for Stock-Based Compensation,”
+(“SFAS 123”) to stock-based employee compensation
+(in thousands, except per share amounts):
+Years Ended December 31, 
+2004 
+2003 
+2002 
+Net income, as reported 
+$ 
+108,733 
+$ 
+56,419 
+$ 
+2,374 
+Add: Stock-based employee compensation expense recorded, net of
+tax 
+773 
+— 
+— 
+Deduct: Total stock-based employee compensation expense
+determined under fair value based method for all awards, net of
+related tax effects(1) 
+(11,531 
+) 
+(10,506 
+) 
+(5,296 
+) 
+Pro forma net income (loss) 
+$ 
+97,975 
+$ 
+45,913 
+$ 
+(2,922 
+) 
+Earnings (loss) per share: 
+Basic, as reported 
+$ 
+0.65 
+$ 
+0.35 
+$ 
+0.02 
+Basic, pro forma 
+$ 
+0.59 
+$ 
+0.28 
+$ 
+(0.02 
+) 
+Diluted, as reported 
+$ 
+0.64 
+$ 
+0.34 
+$ 
+0.01 
+Diluted, pro forma 
+$ 
+0.59 
+$ 
+0.28 
+$ 
+(0.02 
+) 
+Weighted-average fair value per share of options granted(1) 
+$ 
+6.25 
+$ 
+5.59 
+$ 
+7.60 
+(1) 
+See Note 12 for additional information regarding the
+computations presented here. 
+Statement of cash flows — For purposes of
+reporting cash flows, cash and cash equivalents include cash on
+deposit, money market funds and investment grade municipal and
+commercial bonds with original maturities of 90 days or
+less.
+Recently Issued Accounting Standards — The FASB
+issued Statement of Financial Accounting Standard No. 123
+(revised 2004), Share-Based Payment
+(“SFAS 123(R)”) in December 2004; it replaces
+SFAS 123, and supersedes APB 25. This statement is
+effective as of the beginning of the first interim or annual
+reporting period that begins after June 15, 2005. The
+Company will adopt SFAS 123(R) no later than its fiscal
+quarter beginning July 1, 2005.
+The Company currently uses the intrinsic value method to value
+stock options, and accordingly, no compensation expense has been
+recognized for stock options since the Company grants stock
+options with exercise prices equal to the Company’s common
+stock market price on the date of the grant. SFAS 123(R)
+F-12
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+requires the expensing of all stock-based compensation,
+including stock options and restricted shares, using the fair
+value method. The Company will expense stock options using the
+Modified Prospective Transition method as described in
+SFAS 123(R). This method requires expense to be recognized
+for new grants or modifications to existing grants issued in the
+period of adoption, plus the current period expense for
+non-vested awards issued prior to the adoption of
+SFAS 123(R). Compensation cost for the unvested stock-based
+awards will be recognized over the remaining vesting period. No
+expense will be recognized for stock options vested in periods
+prior to the adoption of SFAS 123(R).
+The Company is evaluating the impact of its adoption of
+SFAS 123(R) on its results of operations and financial
+position. Adoption is not expected to have a material effect on
+the Company’s financial position or results of operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 151, Inventory Costs — an amendment of ARB
+No. 43, Chapter 4 (“SFAS 151”).
+SFAS 151 is effective, and will be adopted, for inventory
+costs incurred during fiscal years beginning after June 15,
+2005 and is to be applied prospectively. SFAS 151 amends
+the guidance in ARB No. 43, Chapter 4, Inventory
+Pricing, to require current period recognition of abnormal
+amounts of idle facility expense, freight, handling costs and
+wasted material (spoilage). Adoption is not expected to have a
+material effect on the Company’s financial position or
+results of operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 153, Exchanges of Nonmonetary Assets — an
+amendment of APB Opinion No. 29
+(“SFAS 153”). SFAS 153 is effective, and
+will be adopted, for nonmonetary asset exchanges occurring in
+fiscal periods beginning after June 15, 2005 and is to be
+applied prospectively. SFAS 153 eliminates the exception
+for fair value treatment of nonmonetary exchanges of similar
+productive assets and replaces it with a general exception for
+exchanges of nonmonetary assets that do not have commercial
+substance. A nonmonetary exchange has commercial substance if
+the future cash flows of the entity are expected to change
+significantly as a result of the exchange. Adoption is not
+expected to have a material effect on the Company’s
+financial position or results of operations.
+Reclassifications — Certain reclassifications
+have been made to the 2003 and 2002 consolidated financial
+statements in order for them to conform with the 2004
+presentation.
+2. 
+Acquisitions 
+Key Energy Services, Inc. — In December 2004,
+the Company entered into an agreement to acquire the
+U.S. land-based drilling assets of Key Energy Services,
+Inc. for approximately $62 million. The assets include 25
+active and 10 stacked drilling rigs, related drilling equipment,
+four yard facilities and a rig moving fleet consisting of
+approximately 45 trucks and 100 trailers. This transaction was
+completed in January 2005 using approximately $62 million
+of cash.
+2004 Acquisition 
+TMBR/ Sharp Drilling, Inc. — On
+February 11, 2004, the Company completed its acquisition of
+TMBR, a Texas corporation, in which one of its wholly-owned
+subsidiaries acquired 100% of the remaining outstanding shares
+of TMBR. Operations of TMBR subsequent to February 11,
+2004, are included in the Company’s consolidated financial
+statements. The transaction was accounted for as a business
+combination and the purchase price was allocated among the
+assets acquired and liabilities assumed based on their estimated
+fair market values. The assets of TMBR included
+18 land-based drilling rigs and related equipment, shop
+facilities, equipment yards and their oil and natural gas
+properties.
+F-13
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The purchase price was calculated as follows (in thousands,
+except per share data and exchange ratio):
+Cash of $9.09 per share for the 4,447 TMBR shares
+outstanding at February 11, 2004, excluding the 1,059 TMBR
+shares owned by Patterson-UTI 
+$ 
+40,423 
+Patterson-UTI shares issued at $17.82 per share (4,447 TMBR
+shares X .624332 exchange ratio X $17.82) 
+49,476 
+1,059 TMBR shares previously acquired by the Company 
+19,771 
+Acquisition costs 
+12,638 
+Less: Cash acquired 
+(7,909 
+) 
+Total purchase price 
+$ 
+114,399 
+The purchase price was allocated among assets acquired and
+liabilities assumed based on their estimated fair market values
+as follows (in thousands):
+Current assets 
+$ 
+7,181 
+Fixed assets 
+60,784 
+Other long term assets 
+172 
+Deferred tax assets 
+13,080 
+Goodwill 
+50,147 
+Current liabilities 
+(7,080 
+) 
+Other long term liabilities 
+(1,090 
+) 
+Deferred tax liability 
+(8,795 
+) 
+Total purchase allocation 
+$ 
+114,399 
+The Company acquired TMBR to increase its productive asset base
+in the Permian Basin, which is one of the most active land
+drilling regions in the U.S. TMBR was well established in
+the contract drilling industry and maintained favorable customer
+relationships. Goodwill was recognized in the transaction as a
+result of these factors.
+The following represents pro-forma unaudited financial
+information as if the acquisition had been completed on
+January 1, 2003 (in thousands, except per share amounts):
+2004 
+2003 
+Revenue 
+$ 
+1,005,357 
+$ 
+818,774 
+Income before cumulative effect of change in accounting principle 
+108,434 
+58,598 
+Net income 
+108,434 
+58,193 
+Earnings per share: 
+Basic 
+$ 
+0.65 
+$ 
+0.36 
+Diluted 
+$ 
+0.64 
+$ 
+0.35 
+2003 Acquisitions 
+SEI Drilling Company — On January 31,
+2003, the Company acquired four land-based drilling rigs and
+related equipment from SEI Drilling Company for
+$6.0 million in cash. The transaction was accounted for as
+an acquisition of assets and the purchase price was allocated
+among the assets acquired based on their estimated fair market
+values.
+F-14
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Mesa Drilling, Inc. — On February 7, 2003,
+the Company acquired three land-based drilling rigs, a yard and
+other related equipment from Mesa Drilling, Inc. and related
+entities for $10.5 million in cash. The transaction was
+accounted for as an acquisition of assets and the purchase price
+was allocated among the assets acquired based on their estimated
+fair market values.
+Other — On April 28, 2003, the Company
+acquired two land-based drilling rigs for $3.9 million in
+cash. The transaction was accounted for as an acquisition of
+assets and the purchase price was allocated among the assets
+acquired based on their estimated fair market values.
+Hexadyne Drilling Corporation — On May 30,
+2003, the Company acquired seven land-based drilling rigs and
+related equipment from Hexadyne Drilling Corporation for
+$10.1 million in cash. The transaction was accounted for as
+an acquisition of assets and the purchase price was allocated
+among the assets acquired based on their estimated fair market
+values.
+Fort Drilling LLC — On November 17,
+2003, the Company acquired three land-based drilling rigs, a
+shop facility and related equipment from Fort Drilling LLC
+for $7.2 million in cash. The transaction was accounted for
+as an acquisition of assets and the purchase price was allocated
+among the assets acquired based on their estimated fair market
+values.
+Other — In addition to the above mentioned
+acquisitions, the Company spent approximately $3.1 million
+on other acquisitions of assets and costs associated with the
+acquisitions completed during 2003.
+2002 Acquisition 
+Odin Drilling, Inc. — On March 21, 2002,
+the Company acquired five SCR electric land-based drilling rigs
+through the acquisition of Odin Drilling, Inc., for a purchase
+price of $16.9 million. The purchase price consisted of
+1.3 million shares of common stock valued at
+$13.03 per share (adjusted to reflect the two-for-one stock
+split on June 30, 2004). A deferred tax liability of
+$4.1 million was recorded as a result of the transaction.
+The transaction was accounted for as an acquisition of assets
+and the purchase price was allocated among the assets acquired
+based on their estimated fair market values.
+3. 
+Comprehensive Income 
+The following table illustrates the Company’s comprehensive
+income including the effects of foreign currency translation
+adjustments for the years ended December 31, 2004, 2003 and
+2002 (in thousands):
+2004 
+2003 
+2002 
+Net income 
+$ 
+108,733 
+$ 
+56,419 
+$ 
+2,374 
+Other comprehensive income: 
+Foreign currency translation adjustment related to Canadian
+operations, net of tax 
+4,677 
+8,773 
+457 
+Comprehensive income 
+$ 
+113,410 
+$ 
+65,192 
+$ 
+2,831 
+F-15
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+4. 
+Property and Equipment 
+Property and equipment consisted of the following at
+December 31, 2004 and 2003 (in thousands):
+2004 
+2003 
+Drilling rigs and related equipment 
+$ 
+1,217,497 
+$ 
+1,022,795 
+Other equipment 
+83,683 
+65,659 
+Oil and natural gas properties 
+82,711 
+57,625 
+Buildings 
+13,008 
+11,773 
+Land 
+3,949 
+3,684 
+1,400,848 
+1,161,536 
+Less accumulated depreciation and depletion 
+(571,973 
+) 
+(467,905 
+) 
+$ 
+828,875 
+$ 
+693,631 
+5. 
+Goodwill 
+Goodwill is evaluated to determine if the fair value of the
+asset has decreased below its carrying value. At
+December 31, 2004 the Company performed its annual goodwill
+evaluation and determined no adjustment to impair goodwill was
+necessary. With respect to the Company’s drilling and
+completion fluids business, the determination that no impairment
+existed as of December 31, 2004 was based on the
+segment’s improved operating results in 2004 and on the
+Company’s expectations that these improved results will
+continue. If the improved results do not continue, all or part
+of the goodwill of approximately $10 million associated
+with that business segment may be determined to be impaired.
+Goodwill as of December 31, 2004 and 2003 are as follows
+(in thousands):
+2004 
+2003 
+Drilling: 
+Goodwill at beginning of period 
+$ 
+41,215 
+$ 
+41,215 
+Goodwill in TMBR 
+50,147 
+— 
+Goodwill at end of period 
+91,362 
+41,215 
+Drilling and completion fluids: 
+Goodwill at beginning of period 
+9,964 
+9,964 
+Changes to goodwill 
+— 
+— 
+Goodwill at end of period 
+9,964 
+9,964 
+Total goodwill 
+$ 
+101,326 
+$ 
+51,179 
+6. 
+Investment in Equity Securities 
+As a result of the Company increasing its ownership of TMBR from
+19.5% to 100% in 2004, the consolidated financial statements of
+Patterson-UTI Energy, Inc. and its wholly-owned subsidiaries
+have been restated to provide for the retroactive application of
+the equity method of accounting for the Company’s
+investment in TMBR.
+F-16
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The following table presents the restated balances as of
+December 31, 2003, and for the twelve months ended
+December 31, 2003 and 2002 using the equity method of
+accounting for its investment in TMBR (in thousands, except
+share amounts):
+Previously 
+Reported 
+Restated 
+Balance Sheet as of December 31, 2003: 
+Investment in equity securities 
+$ 
+20,274 
+$ 
+19,771 
+Accumulated other comprehensive income, net of tax 
+8,554 
+6,934 
+Deferred tax liability 
+143,490 
+143,309 
+Retained earnings 
+316,329 
+317,627 
+Twelve Months Ended 
+Twelve Months Ended 
+December 31, 2003 
+December 31, 2002 
+Previously 
+Previously 
+Reported 
+Restated 
+Reported 
+Restated 
+Comprehensive Income 
+Comprehensive income, net of tax 
+$ 
+65,689 
+$ 
+65,192 
+$ 
+2,656 
+$ 
+2,831 
+Income Statement 
+Other income 
+143 
+1,870 
+(137 
+) 
+225 
+Deferred income tax expense 
+17,274 
+17,908 
+23,548 
+23,705 
+Net income 
+55,326 
+56,419 
+2,169 
+2,374 
+Net income per common share: 
+Basic 
+$ 
+0.34 
+$ 
+0.35 
+$ 
+0.01 
+$ 
+0.02 
+Diluted 
+$ 
+0.34 
+$ 
+0.34 
+$ 
+0.01 
+$ 
+0.01 
+7. 
+Accrued Expenses 
+Accrued expenses consisted of the following at December 31,
+2004 and 2003 (in thousands):
+2004 
+2003 
+Salaries, wages, payroll taxes and benefits 
+$ 
+21,245 
+$ 
+15,772 
+Workers’ compensation liability 
+38,677 
+31,646 
+Sales, use and other taxes 
+5,863 
+5,809 
+Insurance, other than workers’ compensation 
+7,061 
+1,848 
+Other 
+6,317 
+5,778 
+$ 
+79,163 
+$ 
+60,853 
+F-17
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+8. 
+Asset Retirement Obligation 
+Statement of Financial Accounting Standards No. 143,
+“Accounting for Asset Retirement Obligations,”
+(“SFAS 143”), requires that the Company record a
+liability for the estimated costs to be incurred in connection
+with the abandonment of oil and natural gas properties in the
+future. The Company recorded a liability of approximately
+$1.1 million in the first quarter of 2003 upon initial
+adoption of SFAS 143. The following table describes the
+changes to the Company’s asset retirement obligations
+during 2004 and 2003 (in thousands):
+2004 
+2003 
+Balance at beginning of year 
+$ 
+1,163 
+$ 
+1,056 
+Liabilities incurred* 
+1,277 
+173 
+Liabilities settled 
+(153 
+) 
+(100 
+) 
+Accretion expense 
+71 
+34 
+Asset retirement obligation at end of year 
+$ 
+2,358 
+$ 
+1,163 
+* 
+The 2004 amount includes $1,091 of liabilities assumed in the
+acquisition of TMBR. 
+Had SFAS 143 been in effect as of January 1, 2001, the
+impact on the Company’s results of operations would have
+been immaterial for the year ended December 31, 2002, and
+the asset retirement obligation would have been
+$1.1 million and $1.0 million as of December 31,
+2002 and 2001, respectively. In addition, the cumulative effect
+of this change in accounting principle of approximately
+$469,000, net of tax, was recorded in the first quarter of 2003.
+9. 
+Notes Payable 
+The Company replaced its prior credit facility in December 2004
+with a five-year, $200 million unsecured revolving line of
+credit (“LOC”). Interest is to be paid on outstanding
+LOC balances at a floating rate ranging from LIBOR plus 0.625%
+to 1.0% or the prime rate. This arrangement includes various
+fees, including a commitment fee on the average daily unused
+amount (0.15% at December 31, 2004). There are customary
+restrictions and covenants associated with the LOC. Financial
+covenants provide for a maximum debt to capitalization ratio and
+a minimum interest coverage ratio. The Company does not expect
+that the restrictions and covenants will restrict its ability to
+operate or react to opportunities that might arise. Availability
+under the LOC is reduced by outstanding letters of credit which
+totaled $49 million at December 31, 2004. There were
+no outstanding borrowings under the LOC at December 31,
+2004. Costs of approximately $445,000 were expensed in 2004 to
+terminate the previous $100 million credit facility.
+10. 
+Commitments, Contingencies and Other Matters 
+The Company maintains letters of credit in the aggregate amount
+of $49.0 million for the benefit of various insurance
+companies as collateral for retrospective premiums and retained
+losses which may become payable under the terms of the
+underlying insurance contracts. These letters of credit expire
+variously during each calendar year. No amounts have been drawn
+under the letters of credit.
+Contingencies — The Company’s contract
+services and oil and natural gas exploration and production
+operations are subject to inherent risks, including blowouts,
+cratering, fire and explosions which could result in personal
+injury or death, suspended drilling operations, damage to, or
+destruction of equipment, damage to producing formations and
+pollution or other environmental hazards.
+As a protection against these hazards, the Company maintains
+general liability insurance coverage of $2.0 million per
+occurrence with $4.0 million of aggregate coverage and
+excess liability and umbrella
+F-18
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+coverages up to $50.0 million per occurrence and in the
+aggregate. The Company maintains a $1.0 million per
+occurrence deductible on its workers’ compensation
+insurance and its general liability insurance coverages. These
+levels of self-insurance expose the Company to increased
+operating costs and risks.
+Net income for the year ended December 31, 2002 includes a
+charge of $4.7 million related to the financial failure in
+2002 of a workers’ compensation insurance carrier that had
+provided coverage for the Company in prior years.
+The Company believes it is adequately insured for public
+liability and property damage to others with respect to its
+operations. However, such insurance may not be sufficient to
+protect the Company against liability for all consequences of
+well disasters, extensive fire damage, or damage to the
+environment. The Company also carries insurance to cover
+physical damage to, or loss of, its rigs; however, it does not
+carry insurance against loss of earnings resulting from such
+damage or loss.
+The Company is party to various legal proceedings arising in the
+normal course of its business. The Company does not believe that
+the outcome of these proceedings, either individually or in the
+aggregate, will have a material adverse effect on its financial
+condition.
+Other Matters — Effective January 29,
+2004, the Company entered into Change in Control Agreements with
+its Chairman of the Board, Chief Executive Officer, President
+and Chief Operating Officer, two Senior Vice Presidents and
+Chief Financial Officer (the “Key Employees”). Each
+Change in Control Agreement generally has a three-year term with
+automatic twelve month renewals unless the Company notifies the
+Key Employee at least ninety days before the end of such renewal
+period that the term will not be extended. If a change in
+control of the Company occurs during the term of the agreement
+and the Key Employee’s employment is terminated (i) by
+the Company other than for cause or other than automatically as
+a result of death, disability or retirement or (ii) by the
+Key Employee for good reason (as those terms are defined in the
+Change in Control Agreements), then the Key Employee shall be
+entitled to, among other things,
+• 
+bonus payment equal to the greater of the highest bonus paid
+after the Change in Control Agreement was entered into and the
+average of the two annual bonuses earned in the two fiscal years
+immediately preceding a change in control (such bonus payment
+prorated for the portion of the fiscal year preceding the
+termination date); 
+• 
+a payment equal to 2.5 times (in the case of the Chairman of the
+Board, Chief Executive Officer and President and Chief Operating
+Officer) or 1.5 times (in the case of the Senior Vice Presidents
+and the Chief Financial Officer) of the sum of (i) the
+highest annual salary in effect for such Key Employee and
+(ii) the average of the three annual bonuses earned by the
+Key Employee for the three fiscal years preceding the
+termination date; and 
+• 
+continued coverage under the Company’s welfare plans for up
+to three years (in the case of the Chairman of the Board, Chief
+Executive Officer and President and Chief Operating Officer) or
+two years (in the case of the Senior Vice Presidents and the
+Chief Financial Officer). 
+Each Change in Control Agreement provides the Key Employee with
+a full gross-up payment for any excise taxes imposed on payments
+and benefits received under the Change in Control Agreements or
+otherwise, including other taxes that may be imposed as a result
+of the gross-up payment.
+11. 
+Stockholders’ Equity 
+On June 7, 2004, the Company’s Board of Directors
+authorized a stock buyback program for the purchase of up to
+$30 million of outstanding shares of the Company’s
+common stock. During the second quarter of 2004, the Company
+purchased 100,000 shares of its common stock in the open
+market for approximately $1.5 million (adjusted to reflect
+the two-for-one stock split on June 30, 2004). These shares
+are included in treasury stock at December 31, 2004.
+F-19
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+During the second quarter of 2004, the Company granted
+Restricted Shares to certain key employees under the
+Patterson-UTI Energy, Inc. 1997 Long-Term Incentive Plan, as
+amended. As required by APB 25, the Restricted Shares were
+valued based upon the market price of the Company’s common
+stock on the date of the grant. The resulting value is being
+amortized over the vesting period of the stock. Compensation
+expense of approximately $773,000, net of tax, was included in
+net income for the year ended December 31, 2004.
+On April 28, 2004, the Company’s Board of Directors
+authorized a two-for-one stock split in the form of a stock
+dividend which was distributed on June 30, 2004 to holders
+of record on June 14, 2004. In connection with the
+two-for-one stock split, an adjustment was made to reclassify an
+amount from retained earnings to common stock to account for the
+par value of the common stock issued as a stock dividend. This
+adjustment had no overall effect on equity. The prior year
+balance sheet was not restated as a result of this transaction;
+however, historical earnings per share amounts included in the
+Consolidated Statements of Income and elsewhere in this Report
+have been restated as if the two-for-one stock split had
+occurred on January 1, 2002.
+On April 28, 2004, the Company’s Board of Directors
+approved the initiation of a quarterly cash dividend of $0.02 on
+each share of its common stock which was paid on June 2,
+2004. Quarterly dividends in the amount of $0.02 per share
+were also paid on September 1, 2004 and December 1,
+2004. Total dividends paid in 2004 were approximately
+$10 million. In February 2005, the Company’s Board of
+Directors approved an increase in the quarterly cash dividend on
+the Company’s common stock to $0.04 per share from $0.02
+per share. The next quarterly cash dividend is to be paid to
+holders of record on February 28, 2005 and paid on
+March 4, 2005. The amount and timing of all future dividend
+payments is subject to the discretion of the Board of Directors
+and will depend upon business conditions, results of operations,
+financial condition, terms of the Company’s credit
+facilities and other factors.
+In February 2004, the Company completed its acquisition of TMBR
+in which one of its wholly-owned subsidiaries acquired 100% of
+the remaining outstanding shares of TMBR for a net cash payment
+of $32.5 million ($40.4 million paid to TMBR
+shareholders less $7.9 million in cash acquired in the
+transaction) and the issuance of 2.78 million shares of the
+Company’s common stock valued at $17.82 per share
+(adjusted to reflect the two-for-one stock split on
+June 30, 2004). The assets of TMBR included
+18 land-based drilling rigs and related equipment, shop
+facilities, equipment yards and their oil and natural gas
+properties. The transaction was accounted for as a business
+combination and the purchase price was allocated among the
+assets acquired and liabilities assumed based on their estimated
+fair market values (see Note 2).
+During March 2002, the Company issued 1.3 million shares
+(adjusted to reflect the two-for-one stock split on
+June 30, 2004) of its common stock as consideration for the
+acquisition of Odin Drilling, Inc. (see Note 2). The common
+stock was valued at $13.03 per share, its fair market value
+on the date the terms of the transaction were agreed upon.
+F-20
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+12. 
+Stock Options and Warrants 
+Employee and Non-Employee Director Stock Option
+Plans — The Company has seven stock option plans
+of which three have shares available for grant. The remaining
+four plans are dormant and the Company does not intend to grant
+any further options under such plans. At December 31, 2004,
+the Company’s stock option plans were as follows:
+Options 
+Options 
+Authorized 
+Options 
+Available 
+Plan Name 
+for Grant 
+Outstanding 
+for Grant 
+Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term
+Incentive Plan, as amended (“1997 Plan”)(1) 
+16,500,000 
+7,711,776 
+2,997,992 
+Amended and Restated Patterson-UTI Energy, Inc. 2001 Long-Term
+Incentive Plan (“2001 Plan”)(2) 
+2,000,000 
+1,346,322 
+78,161 
+Amended and Restated Non-Employee Director Stock Option Plan of
+Patterson-UTI Energy, Inc. (“Non-Employee Director
+Plan”) 
+1,200,000 
+370,000 
+485,000 
+Patterson-UTI Energy, Inc. Non-Employee Directors’ Stock
+Option Plan, as amended (“1995 Non-Employee Director
+Plan”) 
+240,000 
+24,000 
+— 
+1997 Stock Option Plan of DSI Industries, Inc. (“DSI
+Plan”) 
+— 
+2,144 
+— 
+Amended and Restated Patterson-UTI Energy, Inc. 1996 Employee
+Stock Option Plan (“1996 Plan”) 
+— 
+176,600 
+— 
+Patterson-UTI Energy, Inc., 1993 Incentive Stock Plan, as
+amended (“1993 Plan”) 
+5,600,000 
+351,200 
+— 
+(1) 
+Plan is for the benefit of employees of the Company, including
+officers and directors of the Company. 
+(2) 
+Plan is for the benefit of employees of the Company, other than
+officers and directors of the Company. 
+The Company’s active plans are the 1997 Plan, the 2001 Plan
+and the Non-Employee Director Plan. A summary of each of these
+plans is set forth below.
+1997 Plan 
+• 
+Administered by the Compensation Committee of the Board of
+Directors. 
+• 
+All employees including officers and employee directors are
+eligible for awards. 
+• 
+Vesting schedule is set by the Compensation Committee, however,
+typically options vest over 3 or 5 years. 
+• 
+The Compensation Committee sets the term of the option except
+that no Incentive Stock Option (“ISO”) can have a term
+of longer than 10 years. Typically options granted under
+the plan have a term of 10 years. 
+• 
+The options granted under the plan, unless otherwise stated in
+the grant thereof, vest upon a change of control as defined in
+the plan. Options granted to non-executive employees typically
+do not vest upon a change of control. 
+• 
+All options granted under the plan are granted with an exercise
+price equal to or greater than the fair market value of the
+Company’s common stock at the time the option is granted. 
+F-21
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+• 
+The plan allows for awards of tandem and independent stock
+appreciation rights, restricted stock and performance awards. 
+2001 Plan 
+The terms and conditions of the 2001 Plan are identical to the
+1997 Plan except as follows:
+• 
+Officers and directors of the Company are not eligible for
+grants of options under the 2001 Plan. 
+• 
+No ISO’s may be awarded under the 2001 Plan. 
+• 
+Unless the grant states otherwise, options granted under the
+2001 Plan do not vest upon a change of control of the Company. 
+Non-Employee Director Plan 
+• 
+Administered by the Compensation Committee of the Board of
+Directors. 
+• 
+All options vest upon the first anniversary of the option grant. 
+• 
+Each director receives options to
+purchase 40,000 shares upon becoming a director of the
+Company and options to purchase 20,000 shares on
+December 31st of each subsequent year in which the director
+serves as a director of the Company. 
+• 
+The exercise price of the options is the fair market value of
+the Company’s common stock on the date of grant. 
+1995 Non-Employee Director Plan — Options
+granted under the 1995 Non-Employee Director Plan vest on the
+first anniversary of the option grant. 1995 Non-Employee
+Director Plan options have five year terms. All options were
+granted with an exercise price equal to the fair market value of
+the Company’s common stock at the time of grant.
+DSI Plan — The options granted under the DSI
+plan typically vested at a rate of 33% per year with ten
+year terms. All options were granted with an exercise price
+equal to the fair market value of the Company’s common
+stock at the time of grant.
+1996 Plan — The options granted under the 1996
+plan vested over one, four and five years as dictated by the
+Compensation Committee. These options had terms of five and ten
+years as dictated by the Compensation Committee. All options
+were granted with an exercise price equal to the fair market
+value of the Company’s common stock at the time of grant.
+1993 Plan — Options granted under the 1993
+Plan, typically had terms of 10 years and vested over five
+years in 20% increments beginning at the end of the first year.
+These options vest in the event of a change of control as
+defined in the plan. All options were granted with an exercise
+price equal to the fair market value of the Company’s
+common stock at the time of grant.
+Additional Options — In July 2001, the
+Compensation Committee granted to each of two non-employee
+directors of the Company an option to
+purchase 24,000 shares of the Company’s common
+stock. These options vested on November 6, 2001 and
+terminate on November 5, 2005. The exercise price of each
+of the options was $14.3125, which was in excess of the fair
+market value of the Company’s common stock on the date of
+grant.
+F-22
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+A summary of the status of the Company’s stock options
+issued as of December 31, 2004, 2003 and 2002 and the
+changes during each of the years then ended are presented below
+(in thousands, except weighted average exercise price):
+2004 
+2003 
+2002 
+No. of 
+Weighted 
+No. of 
+Weighted 
+No. of 
+Weighted 
+Shares of 
+Average 
+Shares of 
+Average 
+Shares of 
+Average 
+Underlying 
+Exercise 
+Underlying 
+Exercise 
+Underlying 
+Exercise 
+Options 
+Price 
+Options 
+Price 
+Options 
+Price 
+Outstanding at beginning of year 
+12,276 
+$ 
+10.31 
+12,277 
+$ 
+8.81 
+13,192 
+$ 
+5.20 
+Granted 
+640 
+19.19 
+1,830 
+16.24 
+4,297 
+13.39 
+Exercised 
+(2,852 
+) 
+5.55 
+(1,736 
+) 
+5.92 
+(4,914 
+) 
+3.21 
+Surrendered/ Expired 
+(58 
+) 
+8.76 
+(95 
+) 
+9.99 
+(298 
+) 
+7.66 
+Outstanding at end of year 
+10,006 
+$ 
+12.24 
+12,276 
+$ 
+10.31 
+12,277 
+$ 
+8.81 
+Exercisable at end of year 
+6,377 
+$ 
+11.68 
+5,972 
+$ 
+8.15 
+4,790 
+$ 
+5.44 
+The following table summarizes information about stock options
+outstanding at December 31, 2004:
+Options Outstanding 
+Options Exercisable 
+Weighted 
+Average 
+Weighted 
+Weighted 
+Remaining 
+Average 
+Average 
+Number 
+Contracted 
+Exercise 
+Number 
+Exercise 
+Range of Exercise Prices 
+Outstanding 
+Life 
+Price 
+Exercisable 
+Prices 
+$1.5625 to $ 2.50 
+416,668 
+4.23 
+$ 
+2.31 
+416,668 
+$ 
+2.31 
+$ 2.51 to $ 5.00 
+98,000 
+3.16 
+$ 
+4.94 
+98,000 
+$ 
+4.94 
+$ 5.01 to $ 7.50 
+156,344 
+2.70 
+$ 
+7.32 
+156,344 
+$ 
+7.32 
+$ 7.51 to $10.00 
+2,576,227 
+6.45 
+$ 
+8.02 
+1,365,617 
+$ 
+8.08 
+$ 10.01 to $12.50 
+95,000 
+2.88 
+$ 
+11.44 
+95,000 
+$ 
+11.44 
+$ 12.51 to $15.00 
+4,103,803 
+7.50 
+$ 
+13.35 
+3,085,833 
+$ 
+13.28 
+$ 15.01 to $19.45 
+2,560,000 
+7.98 
+$ 
+16.95 
+1,159,998 
+$ 
+16.19 
+10,006,042 
+7.06 
+$ 
+12.24 
+6,377,460 
+$ 
+11.68 
+Pro Forma Stock-Based Compensation Disclosure —
+Pro forma information in accordance with SFAS 123 regarding
+net income and earnings per share, as described in Note 1,
+has been determined as if the Company had accounted for its
+employee stock options under the fair value method as defined in
+that statement. The fair value of each stock option granted is
+estimated on the date of grant using the Black-Scholes option
+valuation model with the following weighted-average assumptions
+for grants in 1996 through 2004 respectively; dividend yield of
+0.06% for all 2004 grants and 0.00% for all other grants;
+risk-free interest rates are different for each grant and range
+from 2.18% to 7.02%; the expected term ranges from 3 to
+6 years; and a volatility of 38.68% for all 1996 grants,
+35.97% for all 1997 grants, 51.08% for all 1998 grants, 61.97%
+for all 1999 grants, 67.71% for all 2000 grants, 68.33% for all
+2001 grants, 63.02% for all 2002 grants, 44.04% for all 2003
+grants and 36.84% for all 2004 grants. The effects of applying
+SFAS 123 in this pro forma disclosure are not indicative of
+future amounts. SFAS 123 does not apply to awards prior to
+1996.
+Stock Purchase Warrants — In December 2001, the
+Company issued 650,000 warrants exercisable at $13.375 per
+share as partial consideration for the purchase of 17 drilling
+rigs and related equipment from Cleere Drilling Company. The
+warrants were fully exercisable at the date of issuance. All of
+the warrants were exercised in December 2004.
+F-23
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+In June 2000, the Company issued 254,000 warrants exercisable at
+$11 per share as partial consideration for the purchase of
+eight drilling rigs and related equipment from High Valley
+Drilling, Inc. The warrants were fully exercisable at the date
+of issuance. All of the warrants were exercised in 2003 and 2002.
+Tabular Summary — The following table
+summarizes information regarding the Company’s stock
+options and warrants granted under the provisions of the
+aforementioned plans as well as stock options and warrants
+issued pursuant to transactions described above (in thousands,
+except weighted average exercise prices):
+Weighted 
+Average 
+Shares 
+Exercise Price 
+Granted 
+2004 
+640 
+$ 
+19.19 
+2003 
+1,830 
+16.24 
+2002 
+4,297 
+13.39 
+Exercised 
+2004 
+3,502 
+$ 
+7.00 
+2003 
+1,941 
+6.46 
+2002 
+4,963 
+3.28 
+Surrendered 
+2004 
+58 
+$ 
+8.76 
+2003 
+95 
+9.99 
+2002 
+298 
+7.66 
+Outstanding at Year End 
+2004 
+10,006 
+$ 
+12.24 
+2003 
+12,926 
+10.47 
+2002 
+13,132 
+9.07 
+Exercisable at Year End 
+2004 
+6,377 
+$ 
+11.68 
+2003 
+6,622 
+8.66 
+2002 
+5,645 
+6.56 
+13. 
+Leases 
+The Company incurred rent expense, consisting primarily of daily
+rental charges for the use of drilling equipment, of
+$9.1 million, $8.6 million and $5.7 million, for
+the years 2004, 2003 and 2002, respectively. The Company’s
+obligations under non-cancelable operating lease agreements are
+not material to the Company’s operations.
+F-24
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+14. 
+Income Taxes 
+Components of the income tax provision applicable for Federal,
+state and foreign income taxes are as follows (in thousands):
+2004 
+2003 
+2002 
+Federal income tax expense (benefit): 
+Current 
+$ 
+32,438 
+$ 
+13,856 
+$ 
+(18,064 
+) 
+Deferred 
+20,375 
+15,143 
+21,844 
+52,813 
+28,999 
+3,780 
+State income tax expense (benefit): 
+Current 
+2,015 
+1,214 
+(1,811 
+) 
+Deferred 
+2,170 
+76 
+1,117 
+4,185 
+1,290 
+(694 
+) 
+Foreign income tax expense (benefit): 
+Current 
+5,235 
+18 
+(2,003 
+) 
+Deferred 
+928 
+2,689 
+744 
+6,163 
+2,707 
+(1,259 
+) 
+Total: 
+Current 
+39,688 
+15,088 
+(21,878 
+) 
+Deferred 
+23,473 
+17,908 
+23,705 
+Total income tax expense 
+$ 
+63,161 
+$ 
+32,996 
+$ 
+1,827 
+The difference between the statutory Federal income tax rate and
+the effective income tax rate is summarized as follows:
+2004 
+2003 
+2002 
+Statutory tax rate 
+35.0 
+% 
+35.0 
+% 
+35.0 
+% 
+State income taxes 
+1.6 
+1.5 
+2.8 
+Permanent differences 
+0.4 
+0.8 
+5.7 
+Other, net 
+(0.3 
+) 
+(0.6 
+) 
+— 
+Effective tax rate 
+36.7 
+% 
+36.7 
+% 
+43.5 
+% 
+In assessing the realizability of deferred tax assets,
+management considers whether it is more likely than not that
+some portion or all of the deferred tax assets will not be
+realized. The ultimate realization of deferred tax assets is
+dependent upon the generation of future taxable income during
+the periods in which those temporary differences become
+deductible. Management considers the scheduled reversal of
+deferred tax liabilities, projected future taxable income and
+tax planning strategies in making this assessment. The Company
+expects the deferred tax assets at December 31, 2004 to be
+realized as a result of the reversal during the carryforward
+period of existing taxable temporary differences giving rise to
+deferred tax liabilities and the generation of taxable income in
+the carryforward period; therefore, no valuation allowance is
+necessary.
+F-25
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The tax effect of significant temporary differences representing
+deferred tax assets and liabilities and changes therein were as
+follows (in thousands):
+December 31, 
+Net 
+December 31, 
+Net 
+December 31, 
+Net 
+January 1, 
+2004 
+Change 
+2003 
+Change 
+2002 
+Change 
+2002 
+Deferred tax assets: 
+Current: 
+Federal net operating loss carryforwards 
+$ 
+1,870 
+$ 
+1,870 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Workers’ compensation allowance 
+14,877 
+1,545 
+13,332 
+6,159 
+7,173 
+2,663 
+4,510 
+AMT credit 
+— 
+(602 
+) 
+602 
+— 
+602 
+— 
+602 
+Other 
+6,978 
+1,238 
+5,740 
+(1,775 
+) 
+7,515 
+3,880 
+3,635 
+23,725 
+4,051 
+19,674 
+4,384 
+15,290 
+6,543 
+8,747 
+Non-current: 
+Federal net operating loss carryforwards 
+4,115 
+4,115 
+— 
+— 
+— 
+— 
+— 
+AMT credit 
+118 
+118 
+— 
+— 
+— 
+— 
+— 
+Federal benefit of foreign deferred tax liabilities 
+6,708 
+933 
+5,775 
+2,019 
+3,756 
+744 
+3,012 
+Federal benefit of state deferred tax liabilities 
+4,160 
+639 
+3,521 
+1,470 
+2,051 
+556 
+1,495 
+Other 
+763 
+763 
+— 
+— 
+— 
+— 
+— 
+15,864 
+6,568 
+9,296 
+3,489 
+5,807 
+1,300 
+4,507 
+Total deferred tax assets 
+39,589 
+10,619 
+28,970 
+7,873 
+21,097 
+7,843 
+13,254 
+Deferred tax liabilities: 
+Current: 
+Other 
+(7,734 
+) 
+(4,509 
+) 
+(3,225 
+) 
+(3,225 
+) 
+— 
+— 
+— 
+Non-current: 
+Property and equipment basis difference 
+(177,637 
+) 
+(27,182 
+) 
+(150,455 
+) 
+(18,077 
+) 
+(132,378 
+) 
+(35,607 
+) 
+(96,771 
+) 
+Other 
+(267 
+) 
+1,883 
+(2,150 
+) 
+(1,575 
+) 
+(575 
+) 
+20 
+(595 
+) 
+(177,904 
+) 
+(25,299 
+) 
+(152,605 
+) 
+(19,652 
+) 
+(132,953 
+) 
+(35,587 
+) 
+(97,366 
+) 
+Total deferred tax liabilities 
+(185,638 
+) 
+(29,808 
+) 
+(155,830 
+) 
+(22,877 
+) 
+(132,953 
+) 
+(35,587 
+) 
+(97,366 
+) 
+Net deferred tax liability 
+$ 
+(146,049 
+) 
+$ 
+(19,189 
+) 
+$ 
+(126,860 
+) 
+$ 
+(15,004 
+) 
+$ 
+(111,856 
+) 
+$ 
+(27,744 
+) 
+$ 
+(84,112 
+) 
+Other deferred tax assets consist primarily of various allowance
+accounts and tax deferred expenses expected to generate future
+tax benefit of approximately $7 million. Other deferred tax
+liabilities consist primarily of receivables from insurance
+companies not yet recognized for tax purposes.
+For tax purposes, the Company has available at December 31,
+2004, Federal net operating loss carryforwards of approximately
+$16 million and $118,000 of alternative minimum tax credit
+carryforwards. These carryforwards are attributable to the
+acquisition of TMBR in February 2004.
+F-26
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The net operating loss carryforwards, if unused, are scheduled
+to expire as follows: 2005 — $5 million,
+2006 — $1 million, 2011 —
+$2 million, 2018 — $4 million and
+2019 — $4 million. The alternative minimum tax
+credit may be carried forward indefinitely.
+15. 
+Employee Benefits 
+The Company maintains a 401(k) plan for all eligible employees.
+The Company’s operating results include expenses of
+approximately $2.2 million in 2004, $1.5 million in
+2003 and $2.1 million in 2002 for the Company’s
+discretionary contributions to the plan.
+16. 
+Business Segments 
+The Company conducts its business through four distinct
+operating segments: contract drilling of oil and natural gas
+wells, pressure pumping services and drilling and completion
+fluids services to operators in the oil and natural gas
+industry, and the exploration, development, acquisition and
+production of oil and natural gas. Each of these segments
+represents a distinct type of business based upon the type and
+nature of services and products offered. These segments have
+separate management teams which report to the Company’s
+chief executive officer and have distinct and identifiable
+revenues and expenses.
+Contract Drilling — The Company markets its
+contract drilling services to major and independent oil and
+natural gas operators. As of December 31, 2004, the Company
+owned 361 drilling rigs, of which 149 of the drilling rigs were
+based in the Permian Basin region, 55 in South Texas, 42 in the
+Ark-La-Tex region and Mississippi, 77 in the Mid-Continent
+region, 21 in the Rocky Mountain region and 17 in Western
+Canada. The Company operated 259 of its drilling rigs in 2004.
+Pressure Pumping — The Company provides
+pressure pumping services primarily in the Appalachian Basin.
+Pressure pumping services consist primarily of well stimulation
+and cementing for the completion of new wells and remedial work
+on existing wells. Well stimulation involves processes inside a
+well designed to enhance the flow of oil, natural gas, or other
+desired substances from the well. Cementing is the process of
+inserting material between the hole and the pipe to center and
+stabilize the pipe in the hole.
+Drilling and Completion Fluids — The Company
+provides drilling fluids, completion fluids and related services
+to oil and natural gas operators in Texas, Southeastern New
+Mexico, Oklahoma, the Gulf Coast region of Louisiana and the
+Gulf of Mexico. Drilling and completion fluids are used by oil
+and natural gas operators during the drilling process to control
+pressure when drilling oil and natural gas wells. The drilling
+fluids operations were added by the Company during 1998 with its
+acquisition of two companies with operations in Texas,
+Southeastern New Mexico, Oklahoma and Colorado. The
+Company’s services were expanded to include completion
+fluids in October 2000 with the acquisition of the drilling and
+completion fluids division of Ambar, Inc., which had operations
+in the coastal areas of Texas, Louisiana and in the Gulf of
+Mexico.
+Oil and Natural Gas — The Company is engaged in
+the development, exploration, acquisition and production of oil
+and natural gas.
+F-27
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The following tables summarize selected financial information
+relating to the Company’s business segments (in thousands):
+Years Ended December 31, 
+2004 
+2003 
+2002 
+Revenues: 
+Contract drilling(a) 
+$ 
+815,683 
+$ 
+640,788 
+$ 
+410,752 
+Pressure pumping 
+66,654 
+46,083 
+32,996 
+Drilling and completion fluids(b) 
+90,858 
+69,286 
+69,966 
+Oil and natural gas 
+33,867 
+21,163 
+14,723 
+Total segment revenues 
+1,007,062 
+777,320 
+528,437 
+Elimination of intercompany revenues(a)(b) 
+(6,293 
+) 
+(1,150 
+) 
+(480 
+) 
+Total revenues 
+$ 
+1,000,769 
+$ 
+776,170 
+$ 
+527,957 
+Income before income taxes: 
+Contract drilling 
+$ 
+150,047 
+$ 
+75,666 
+$ 
+7,607 
+Pressure pumping 
+16,747 
+10,442 
+6,090 
+Drilling and completion fluids 
+4,162 
+(1,960 
+) 
+(278 
+) 
+Oil and natural gas 
+10,764 
+7,784 
+3,945 
+181,720 
+91,932 
+17,364 
+Corporate and other 
+(10,506 
+) 
+(7,194 
+) 
+(9,266 
+) 
+Restructuring and other charges(c) 
+— 
+2,452 
+(4,700 
+) 
+Interest income 
+1,140 
+1,116 
+1,110 
+Interest expense 
+(695 
+) 
+(292 
+) 
+(532 
+) 
+Other 
+235 
+1,870 
+225 
+Income before income taxes 
+$ 
+171,894 
+$ 
+89,884 
+$ 
+4,201 
+(a) 
+Includes contract drilling intercompany revenues of
+approximately $6.0 million, $1.1 million and $457,000
+for the years ended December 31, 2004, 2003 and 2002,
+respectively. 
+(b) 
+Includes drilling and completion fluids intercompany revenues of
+approximately $301,000, $56,000 and $23,000 for the years ended
+December 31, 2004, 2003 and 2002, respectively. 
+(c) 
+Restructuring and other charges relate to decisions of the
+executive management group regarding corporate strategy, credit
+risk, loss contingencies and restructuring activities. Due to
+the non-operating nature of these decisions, the related charges
+have been separately presented and excluded from the results of
+specific segments. These charges are primarily related to the
+contract drilling segment. 
+F-28
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Years Ended December 31, 
+2004 
+2003 
+2002 
+Identifiable assets: 
+Contract drilling 
+$ 
+1,044,147 
+$ 
+809,896 
+$ 
+694,020 
+Pressure pumping 
+62,866 
+46,763 
+35,084 
+Drilling and completion fluids 
+38,196 
+30,860 
+34,687 
+Oil and natural gas 
+66,734 
+33,494 
+20,854 
+1,211,943 
+921,013 
+784,645 
+Corporate and other(a) 
+110,968 
+163,101 
+158,178 
+Total assets 
+$ 
+1,322,911 
+$ 
+1,084,114 
+$ 
+942,823 
+Depreciation, depletion, amortization and impairment: 
+Contract drilling 
+$ 
+98,334 
+$ 
+84,379 
+$ 
+80,500 
+Pressure pumping 
+5,112 
+3,774 
+2,803 
+Drilling and completion fluids 
+2,196 
+2,319 
+2,216 
+Oil and natural gas 
+13,309 
+7,082 
+5,251 
+118,951 
+97,554 
+90,770 
+Corporate and other 
+444 
+444 
+446 
+Total depreciation, depletion and amortization 
+$ 
+119,395 
+$ 
+97,998 
+$ 
+91,216 
+Capital expenditures: 
+Contract drilling 
+$ 
+157,916 
+$ 
+95,175 
+$ 
+68,516 
+Pressure pumping 
+17,705 
+10,524 
+7,399 
+Drilling and completion fluids 
+1,488 
+912 
+1,571 
+Oil and natural gas 
+14,451 
+10,015 
+6,357 
+Total capital expenditures 
+$ 
+191,560 
+$ 
+116,626 
+$ 
+83,843 
+(a) 
+Corporate assets primarily include cash on hand managed by the
+parent corporation and certain deferred Federal income tax
+assets. 
+F-29
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+17. 
+Quarterly Financial Information (unaudited) 
+Quarterly financial information for the years ended
+December 31, 2004 and 2003 is as follows (in thousands,
+except per share amounts):
+1st 
+2nd 
+3rd 
+4th 
+Quarter 
+Quarter 
+Quarter 
+Quarter 
+2004 
+Operating revenues 
+$ 
+218,779 
+$ 
+234,510 
+$ 
+259,174 
+$ 
+288,306 
+Operating income 
+32,510 
+30,799 
+47,408 
+60,497 
+Net income 
+20,682 
+19,607 
+29,964 
+38,480 
+Earnings per share: 
+Basic 
+$ 
+0.12 
+$ 
+0.12 
+$ 
+0.18 
+$ 
+0.23 
+Diluted 
+$ 
+0.12 
+$ 
+0.12 
+$ 
+0.18 
+$ 
+0.23 
+2003 
+Operating revenues 
+$ 
+165,239 
+$ 
+195,624 
+$ 
+207,015 
+$ 
+208,292 
+Operating income 
+9,844 
+19,153 
+27,354 
+30,839 
+Income before cumulative effect of change in accounting principle 
+7,051 
+12,202 
+17,186 
+20,449 
+Cumulative effect of change in accounting principle, net of
+related income tax benefit of approximately $287 
+(469 
+) 
+— 
+— 
+— 
+Net income 
+6,582 
+12,202 
+17,186 
+20,449 
+Earnings per share: 
+Basic: 
+Income before cumulative effect of change in accounting principle 
+$ 
+0.04 
+$ 
+0.08 
+$ 
+0.11 
+$ 
+0.13 
+Net income 
+$ 
+0.04 
+$ 
+0.08 
+$ 
+0.11 
+$ 
+0.13 
+Diluted: 
+Income before cumulative effect of change in accounting principle 
+$ 
+0.04 
+$ 
+0.07 
+$ 
+0.10 
+$ 
+0.12 
+Net income 
+$ 
+0.04 
+$ 
+0.07 
+$ 
+0.10 
+$ 
+0.12 
+18. 
+Concentrations of Credit Risk 
+Financial instruments, which potentially subject the Company to
+concentrations of credit risk, consist primarily of demand
+deposits, temporary cash investments and trade receivables.
+F-30
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The Company believes that it places its demand deposits and
+temporary cash investments with high credit quality financial
+institutions. At December 31, 2004 and 2003, the
+Company’s demand deposits and temporary cash investments
+consisted of the following (in thousands):
+2004 
+2003 
+Deposits in FDIC and SIPC-insured institutions under $100,000 
+$ 
+2,023 
+$ 
+(3,326 
+) 
+Deposits in FDIC and SIPC-insured institutions over $100,000 
+131,427 
+112,226 
+133,450 
+108,900 
+Less outstanding checks and other reconciling items 
+(21,079 
+) 
+(8,417 
+) 
+Cash and cash equivalents 
+$ 
+112,371 
+$ 
+100,483 
+Concentrations of credit risk with respect to trade receivables
+are primarily focused on companies involved in the exploration
+and development of oil and natural gas properties. The
+concentration is somewhat mitigated by the diversification of
+customers for which the Company provides drilling services. As
+is general industry practice, the Company generally does not
+require customers to provide collateral. No significant losses
+from individual contracts were experienced during the years
+ended December 31, 2004, 2003, or 2002. The Company
+recognized bad debt expense for 2004, 2003 and 2002 of $897,000,
+$259,000 and $320,000, respectively.
+The carrying values of cash and cash equivalents, marketable
+securities and trade receivables approximate fair value due to
+the short-term maturity of these assets.
+19. 
+Related Party Transactions 
+Joint Operation of Oil and Natural Gas
+Properties — The Company operates certain oil and
+natural gas properties in which certain of its affiliated
+persons have participated, either individually or through
+entities they control, in the prospects or properties in which
+the Company has an interest. These participations, which have
+been on a working interest basis, have been in prospects or
+properties originated or acquired by Patterson-UTI. At
+December 31, 2004, affiliated persons were working interest
+owners in 237 of 300 total wells operated by Patterson-UTI.
+Sales were made by Patterson-UTI at its cost, comprised of
+Patterson-UTI’s costs of acquiring and preparing the
+working interests for sale. These costs were paid by the working
+interest owners on a pro rata basis based upon their working
+interest ownership percentage. The price at which working
+interests were sold to affiliated persons was the same price at
+which working interests were sold to unaffiliated persons. The
+affiliated persons earned oil and natural gas production revenue
+(net of royalty) of $13.8 million, $11.1 million and
+$6.9 million from these properties in 2004, 2003 and 2002,
+respectively. These persons or entities in turn paid for joint
+operating costs (including drilling and other development
+expenses) of $7.5 million, $7.9 million and
+$5.5 million incurred in 2004, 2003 and 2002, respectively.
+These activities resulted in a payable to the affiliated persons
+of approximately $1.2 million and $871,000 and a receivable
+from the affiliated persons of approximately $856,000 and
+$888,000 at December 31, 2004 and 2003, respectively.
+Other — In 2004, 2003 and 2002, the Company
+paid approximately $914,000, $740,000 and $279,000,
+respectively, to TMP Truck and Trailer LP (“TMP”), an
+entity owned by Thomas M. Patterson (son of A. Glenn Patterson),
+for certain equipment and metal fabrication services. Purchases
+from TMP were at current market prices.
+In 2004 and 2003, the Company paid approximately $39,000 and
+$209,000, respectively, to Melco Services (“Melco”)
+for dirt contracting services and $44,000 and $59,000,
+respectively, to L&N Transportation (“L&N”)
+for water hauling services. Both entities are owned by Lance D.
+Nelson, brother of Jonathan D. Nelson, Patterson-UTI’s
+Chief Financial Officer. Purchases from Melco and L&N were
+at current market prices.
+F-31
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+20. 
+Supplementary Oil and Natural Gas Reserve Information and
+Related Data (Unaudited) 
+Oil and Natural Gas Expenditures and Capitalized
+Costs: 
+Gross oil and natural gas expenditures for the years ended
+December 31, 2004, 2003 and 2002 are summarized below (in
+thousands):
+2004 
+2003 
+2002 
+Property acquisition costs 
+$ 
+2,491 
+$ 
+1,120 
+$ 
+905 
+Exploration costs 
+10,242 
+7,572 
+6,267 
+Development costs 
+1,855 
+1,531 
+845 
+$ 
+14,588 
+$ 
+10,223 
+$ 
+8,017 
+The aggregate amount of capitalized costs of oil and natural gas
+properties as of December 31, 2004, 2003 and 2002 is
+comprised of the following (in thousands):
+2004 
+2003 
+2002 
+Proved properties 
+$ 
+71,731 
+$ 
+50,481 
+$ 
+44,849 
+Unproved properties 
+10,980 
+7,144 
+7,162 
+Accumulated depreciation and depletion 
+(45,506 
+) 
+(38,947 
+) 
+(35,684 
+) 
+$ 
+37,205 
+$ 
+18,678 
+$ 
+16,327 
+Results of operations for oil and natural gas producing
+activities: 
+Results of operations for oil and natural gas producing
+activities as of December 31, 2004, 2003 and 2002 are
+summarized below (in thousands):
+2004 
+2003 
+2002 
+Oil and natural gas sales 
+$ 
+31,142 
+$ 
+19,058 
+$ 
+12,738 
+Gain on sale of oil and natural gas properties 
+123 
+571 
+303 
+31,265 
+19,629 
+13,041 
+Costs and expenses: 
+Lease operating and production costs 
+6,076 
+3,735 
+3,171 
+Exploration costs including dry holes and abandonments 
+1,902 
+1,073 
+785 
+Depreciation and depletion 
+10,112 
+5,638 
+4,524 
+Impairment of oil and natural gas properties 
+3,197 
+1,444 
+727 
+Income tax expense 
+3,662 
+2,840 
+1,687 
+24,949 
+14,730 
+10,894 
+Results of operations for oil and natural gas producing
+activities 
+$ 
+6,316 
+$ 
+4,899 
+$ 
+2,147 
+F-32
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Oil and natural gas reserve quantities: 
+The following table sets forth information (in thousands) with
+respect to quantities of net proved oil and natural gas reserves
+and changes in those reserves for the years ended
+December 31, 2004, 2003 and 2002. The quantities were
+estimated by an independent petroleum engineer. The
+Company’s proved oil and natural gas reserves are located
+entirely within the United States.
+Oil (Bbls) 
+Gas (Mcf) 
+Estimated quantity, January 1, 2002 
+1,047 
+4,634 
+Revision in previous estimates 
+145 
+2,103 
+Extensions, discoveries and other additions 
+331 
+1,420 
+Sales of reserves 
+(12 
+) 
+(110 
+) 
+Production 
+(284 
+) 
+(1,807 
+) 
+Estimated quantity, January 1, 2003 
+1,227 
+6,240 
+Revision in previous estimates 
+87 
+(1,123 
+) 
+Extensions, discoveries and other additions 
+149 
+2,446 
+Sales of reserves 
+(27 
+) 
+(244 
+) 
+Production 
+(289 
+) 
+(2,052 
+) 
+Estimated quantity, January 1, 2004 
+1,147 
+5,267 
+Revision in previous estimates 
+(122 
+) 
+(1,807 
+) 
+Extensions, discoveries and other additions 
+392 
+2,675 
+Purchases 
+695 
+4,920 
+Sales of reserves 
+(6 
+) 
+(90 
+) 
+Production 
+(392 
+) 
+(2,719 
+) 
+Estimated quantity, January 1, 2005 
+1,714 
+8,246 
+Estimates of the Company’s proved reserves and future net
+revenues are determined based on various assumptions such as oil
+and natural gas prices, operating costs, reservoir performance
+and economic conditions. The oil and natural gas prices and
+operating cost assumptions were based on the actual prices and
+costs in effect as of the date of such estimates. These
+assumptions are held constant throughout the life of the
+properties, except operating costs are adjusted for contractual
+escalations. The Company’s independent petroleum engineer
+estimates the assumptions relating to reservoir performance and
+economic conditions using information available and industry
+experience. The oil and natural gas prices used to value the
+Company’s reserves as of December 31, 2004 were
+$43.45 per Bbl of oil and $6.15 per Mcf of natural
+gas. Estimates of reserves and production performance are
+subjective and may change materially as actual production
+information becomes available.
+F-33
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Standardized measure of future net cash flows of proved
+developed oil and natural gas reserves, discounted at
+10% per annum (in thousands): 
+Years Ended December 31, 
+2004 
+2003 
+2002 
+Future gross revenues 
+$ 
+123,201 
+$ 
+70,894 
+$ 
+68,165 
+Future development and production costs 
+(37,820 
+) 
+(23,021 
+) 
+(22,149 
+) 
+Future income tax expense 
+(30,995 
+) 
+(15,155 
+) 
+(15,964 
+) 
+Future net cash flows 
+54,386 
+32,718 
+30,052 
+Discount at 10% per annum 
+(16,844 
+) 
+(8,768 
+) 
+(8,952 
+) 
+Standardized measure of discounted future net cash flows 
+$ 
+37,542 
+$ 
+23,950 
+$ 
+21,100 
+Changes in the standardized measure of net cash flows of
+proved developed oil and natural gas reserves discounted at
+10% per annum (in thousands): 
+Years Ended December 31, 
+2004 
+2003 
+2002 
+Standardized measure at beginning of year 
+$ 
+23,950 
+$ 
+21,100 
+$ 
+10,714 
+Sales and transfers of oil and natural gas produced, net of
+production costs 
+(15,257 
+) 
+(11,362 
+) 
+(8,342 
+) 
+Net changes in sales price and future production and development
+costs 
+6,619 
+4,718 
+4,888 
+Extensions, discoveries and improved recovery, less related costs 
+8,259 
+10,052 
+6,017 
+Sales of minerals-in-place 
+(676 
+) 
+(2,017 
+) 
+(30 
+) 
+Purchase of reserves 
+19,561 
+— 
+— 
+Revision of previous quantity estimates 
+4,288 
+(2,976 
+) 
+4,315 
+Accretion of discount 
+3,759 
+3,547 
+1,531 
+Other 
+(3,953 
+) 
+101 
+(9,358 
+) 
+Net change in income taxes 
+(9,008 
+) 
+787 
+11,365 
+Standardized measure at end of year 
+$ 
+37,542 
+$ 
+23,950 
+$ 
+21,100 
+F-34
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+SCHEDULE II — VALUATION AND QUALIFYING
+ACCOUNTS 
+Charged to 
+Beginning 
+Costs and 
+Ending 
+Description 
+Balance 
+Expenses(1) 
+Deductions(2) 
+Balance 
+(In thousands) 
+Year Ended December 31, 2004 
+Deducted from asset accounts: 
+Allowance for doubtful accounts 
+$ 
+2,133 
+$ 
+897 
+$ 
+1,121 
+$ 
+1,909 
+Year Ended December 31, 2003 
+Deducted from asset accounts: 
+Allowance for doubtful accounts 
+$ 
+3,144 
+$ 
+259 
+$ 
+1,270 
+$ 
+2,133 
+Year Ended December 31, 2002 
+Deducted from asset accounts: 
+Allowance for doubtful accounts 
+$ 
+4,021 
+$ 
+320 
+$ 
+1,197 
+$ 
+3,144 
+(1) 
+Net of recoveries. 
+(2) 
+Uncollectible accounts written off. 
+S-1
+Table of Contents 
+SIGNATURES 
+Pursuant to the requirements of Section 13 or 15(d) of the
+Securities Exchange Act of 1934, Patterson-UTI Energy, Inc. has
+duly caused this Report to be signed on its behalf by the
+undersigned, thereunto duly authorized.
+PATTERSON-UTI ENERGY, INC. 
+By: 
+/s/ CLOYCE A. TALBOTT
+Cloyce A. Talbott 
+Chief Executive Officer 
+Date: February 25, 2005
+Pursuant to the requirements of the Securities Exchange Act of
+1934, this Report has been signed by the following persons on
+behalf of Patterson-UTI Energy, Inc. and in the capacities
+indicated as of February 25, 2005.
+Signature 
+Title 
+/s/ MARK S. SIEGEL 
+Mark
+S. Siegel 
+Chairman of the Board 
+/s/ CLOYCE A. TALBOTT 
+Cloyce
+A. Talbott 
+(Principal Executive Officer) 
+Chief Executive Officer and Director 
+/s/ A. GLENN PATTERSON 
+A.
+Glenn Patterson 
+President, Chief Operating Officer and Director 
+/s/ KENNETH N. BERNS 
+Kenneth
+N. Berns 
+Senior Vice President and Director 
+/s/ JONATHAN D. NELSON 
+Jonathan
+D. Nelson 
+(Principal Financial and Accounting Officer) 
+Vice President, Chief Financial Officer, Secretary and Treasurer 
+/s/ ROBERT C. GIST 
+Robert
+C. Gist 
+Director 
+/s/ CURTIS W. HUFF 
+Curtis
+W. Huff 
+Director 
+/s/ TERRY H. HUNT 
+Terry
+H. Hunt 
+Director 
+/s/ KENNETH R. PEAK 
+Kenneth
+R. Peak 
+Director 
+/s/ NADINE C. SMITH 
+Nadine
+C. Smith 
+Director 
+Table of Contents 
+EXHIBIT INDEX 
+2 
+.1 
+Asset Purchase Agreement among Key Energy Drilling, Inc., Key
+Energy Drilling Beneficial, L.P., Key Rocky Mountain, Inc., Key
+Four Corners, Inc. and Key Energy Services, Inc. and
+Patterson-UTI Drilling Company LP, LLLP and Patterson-UTI
+Energy, Inc., dated as of December 7, 2004. 
+3 
+.1 
+Restated Certificate of Incorporation, as amended (filed
+August 9, 2004 as Exhibit 3.1 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference). 
+3 
+.2 
+Amendment to Restated Certificate of Incorporation, as amended
+(filed August 9, 2004 as Exhibit 3.2 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2004 and incorporated
+herein by reference). 
+3 
+.3 
+Amended and Restated Bylaws (filed March 19, 2002 as
+Exhibit 3.2 to the Company’s Annual Report on
+Form 10-K for the fiscal year ended December 31, 2001
+and incorporated herein by reference). 
+4 
+.1 
+Rights Agreement dated January 2, 1997, between Patterson
+Energy, Inc. and Continental Stock Transfer &
+Trust Company (filed January 14, 1997 as
+Exhibit 2 to the Company’s Registration Statement on
+Form 8-A and incorporated herein by reference). 
+4 
+.2 
+Amendment to Rights Agreement dated as of October 23, 2001
+(filed October 31, 2001 as Exhibit 3.4 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended September 30, 2001 and incorporated
+herein by reference). 
+4 
+.3 
+Restated Certificate of Incorporation, as amended (See
+Exhibits 3.1 and 3.2). 
+4 
+.4 
+Registration Rights Agreement with Bear, Stearns and Co. Inc.,
+dated March 25, 1994, as assigned by REMY Capital
+Partners III, L.P.(filed March 19, 2002 as
+Exhibit 4.3 to the Company’s Annual Report on
+Form 10-K for the fiscal year ended December 31, 2001
+and incorporated herein by reference). 
+10 
+.1 
+For additional material contracts, see Exhibits 2.1, 4.1,
+4.2 and 4.4. 
+10 
+.2 
+Patterson-UTI Energy, Inc., 1993 Stock Incentive Plan, as
+amended (filed March 13, 1998 as Exhibit 10.1 to the
+Company’s Registration Statement on Form S-8 (File
+No. 333-47917) and incorporated herein by reference).* 
+10 
+.3 
+Patterson-UTI Energy, Inc. Non-Employee Directors’ Stock
+Option Plan, as amended (filed November 4, 1997 as
+Exhibit 10.1 to the Company’s Registration Statement
+on Form S-8 (File No. 333-39471) and incorporated
+herein by reference).* 
+10 
+.4 
+Amended and Restated Patterson-UTI Energy, Inc. 2001 Long-Term
+Incentive Plan (filed November 27, 2002 as Exhibit 4.4
+to Post Effective Amendment No. 1 to the Company’s
+Registration Statement on Form S-8 (File
+No. 333-60470) and incorporated herein by reference).* 
+10 
+.5 
+Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term
+Incentive Plan (filed July 28, 2003 as Exhibit 4.7 to
+the Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2003 and incorporated
+herein by reference).* 
+10 
+.6 
+Amendment to the Patterson-UTI Energy, Inc. Amended and Restated
+1997 Long-Term Incentive Plan (filed August 9, 2004 as
+Exhibit 10.7 to the Company’s Quarterly Report on
+Form 10-Q for the quarterly period ended June 30, 2004
+and incorporated herein by reference).* 
+10 
+.7 
+Amended and Restated Patterson-UTI Energy, Inc. Non-Employee
+Director Stock Option Plan(filed July 28, 2003 as
+Exhibit 4.8 to the Company’s Quarterly Report on
+Form 10-Q for the quarterly period ended June 30, 2003
+and incorporated herein by reference).* 
+10 
+.8 
+Amended and Restated Patterson-UTI Energy, Inc. 1996 Employee
+Stock Option Plan (filed July 25, 2001 as Exhibit 4.4
+to Post-Effective Amendment No. 1 to the Company’s
+Registration Statement on Form S-8 (File
+No. 333-60466) and incorporated herein by reference).* 
+10 
+.9 
+1997 Stock Option Plan of DSI Industries, Inc. (filed
+July 25, 2001 as Exhibit 4.4 to Post-Effective
+Amendment No. 1 to the Company’s Registration
+Statement on Form S-8 (File No. 333-60470) and
+incorporated herein by reference).* 
+10 
+.10 
+Stock Option Agreement dated July 20, 2001 between
+Patterson-UTI Energy, Inc. and Kenneth R. Peak (filed
+March 19, 2002 as Exhibit 10.9 to the Company’s
+Annual Report on Form 10-K for the fiscal year ended
+December 31, 2001 and incorporated herein by reference).* 
+Table of Contents 
+10 
+.11 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Mark S. Siegel (filed
+August 9, 2004 as Exhibit 10.1 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.12 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Cloyce A. Talbott (filed
+August 9, 2004 as Exhibit 10.2 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.13 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and A. Glenn Patterson (filed
+August 9, 2004 as Exhibit 10.3 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.14 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed
+August 9, 2004 as Exhibit 10.4 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.15 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Jonathan D. Nelson (filed
+August 9, 2004 as Exhibit 10.5 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.16 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and John E. Vollmer III
+(filed August 9, 2004 as Exhibit 10.6 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2004 and incorporated
+herein by reference).* 
+10 
+.17 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Mark S. Siegel (filed on
+February 4, 2004 as Exhibit 10.2 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.18 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and A. Glenn Patterson (filed on
+February 4, 2004 as Exhibit 10.3 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.19 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Cloyce A. Talbott (filed on
+February 4, 2004 as Exhibit 10.4 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.20 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed on
+February 4, 2004 as Exhibit 10.5 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.21 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Jonathan D. Nelson (filed on
+February 4, 2004 as Exhibit 10.6 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.22 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and John E. Vollmer III (filed
+on February 4, 2004 as Exhibit 10.7 to the
+Company’s Annual Report on Form 10-K for the year
+ended December 31, 2003 and incorporated herein by
+reference).* 
+10 
+.23 
+Form of Letter Agreement regarding termination, effective as of
+January 29, 2004, entered into by Patterson-UTI Energy,
+Inc. with each of Mark S. Siegel, Kenneth N. Berns and John E.
+Vollmer III.* 
+10 
+.24 
+Form of Indemnification Agreement entered into by Patterson-UTI
+Energy, Inc. with each of Mark S. Siegel, Cloyce A. Talbott, A.
+Glenn Patterson, Kenneth N. Berns, Robert C. Gist, Curtis W.
+Huff, Terry H. Hunt, Kenneth R. Peak, Nadine C. Smith, Jonathan
+D. Nelson and John E. Vollmer III (filed April 28,
+2004 as Exhibit 10.11 to the Company’s Annual Report
+on Form 10-K, as amended, for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.25 
+Credit Agreement dated as of December 17, 2004 among
+Patterson-UTI Energy, Inc., as the Borrower, Bank of America,
+N.A., as administrative agent, L/ C Issuer and a Lender and the
+other lenders and agents party thereto (filed on
+December 23, 2004 as Exhibit 10.1 to the
+Company’s Current Report on Form 8-K and incorporated
+herein by reference). 
+10 
+.26 
+Summary Description of 2003 Cash Bonus Plan.* 
+Table of Contents 
+10 
+.27 
+Summary Description of Director Compensation.* 
+14 
+.1 
+Patterson-UTI Energy, Inc. Code of Business Conduct and Ethics
+for Senior Financial Executives (filed as Exhibit 14.1 to
+the Company’s Annual Report on Form 10-K for the year
+ended December 31, 2003 and incorporated herein by
+reference). 
+21 
+.1 
+Subsidiaries of the Registrant. 
+23 
+.1 
+Consent of Independent Registered Public Accounting Firm. 
+23 
+.2 
+Consent of Independent Petroleum Engineer — M. Brian
+Wallace, P.E. 
+31 
+.1 
+Certification of Chief Executive Officer pursuant to
+Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
+1934, as amended. 
+31 
+.2 
+Certification of Chief Financial Officer pursuant to
+Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
+1934, as amended. 
+32 
+.1 
+Certification of Chief Executive Officer and Chief Financial
+Officer pursuant to 18 USC Section 1350, as adopted
+pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+* 
+Management Contract or Compensatory Plan identified as required
+by Item 15(a)(3) of Form 10-K.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2004/0000950134-05-003775/filing_metadata.csv b/raw/filings/0000889900/2004/0000950134-05-003775/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..4ff42172f87408fdff89eac25d8562ee197fcc8b
--- /dev/null
+++ b/raw/filings/0000889900/2004/0000950134-05-003775/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000889900,PTEN,PATTERSON UTI ENERGY INC,10-K,2005-02-25,2004-12-31,2005-02-25T18:16:58.000Z,0000950134-05-003775,d22433e10vk.htm,FORM 10-K,1168459,0,0,https://www.sec.gov/Archives/edgar/data/889900/000095013405003775/d22433e10vk.htm,https://www.sec.gov/Archives/edgar/data/889900/000095013405003775/,2004,2004,1
diff --git a/raw/filings/0000889900/2004/0000950134-05-003775/item1.txt b/raw/filings/0000889900/2004/0000950134-05-003775/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000889900/2004/0000950134-05-003775/item13.txt b/raw/filings/0000889900/2004/0000950134-05-003775/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..961a4808fe5c721ea209ea0211abfd207e7eda9c
--- /dev/null
+++ b/raw/filings/0000889900/2004/0000950134-05-003775/item13.txt
@@ -0,0 +1,4 @@
+Item 13. 
+Certain Relationships and Related Transactions. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2004/0000950134-05-003775/item9a.txt b/raw/filings/0000889900/2004/0000950134-05-003775/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cc12f5b388e0cb672d8559f6d6dfee8ef37467df
--- /dev/null
+++ b/raw/filings/0000889900/2004/0000950134-05-003775/item9a.txt
@@ -0,0 +1,56 @@
+Item 9A. 
+Controls and Procedures. 
+Disclosure Controls and Procedures. As of the end of the
+period covered by this Annual Report on Form 10-K, the
+effectiveness of our disclosure controls and procedures (as
+defined in Rules 13a-15(e) and 15d-15(e) promulgated under
+the Securities Exchange Act of 1934) was evaluated by our
+management, with the participation of our Chief Executive
+Officer, Cloyce A. Talbott (principal executive officer), and
+our Vice President, Chief Financial Officer, Secretary and
+Treasurer, Jonathan D. Nelson (principal financial and
+accounting officer). Messrs. Talbott and Nelson have
+concluded that our disclosure controls and procedures are
+effective, as of the end of the period covered by this Report,
+to help ensure that information we are required to disclose in
+reports that we file with the SEC is accumulated and
+communicated to management and recorded, processed, summarized
+and reported within the time periods prescribed by the SEC.
+34
+Table of Contents 
+There were no changes in our internal control over financial
+reporting that occurred during our last fiscal quarter (the
+quarter ended December 31, 2004) that have materially
+affected, or are reasonably likely to materially affect, our
+internal control over financial reporting.
+Management’s Report on Internal Control over Financial
+Reporting. Our management is responsible for establishing
+and maintaining effective internal control over financial
+reporting as defined in Rules 13a-15(f) under the
+Securities Exchange Act of 1934. Our internal control over
+financial reporting is designed to provide reasonable assurance
+regarding the reliability of financial reporting and the
+preparation of financial statements for external purposes in
+accordance with generally accepted accounting principles.
+Because of its inherent limitations, internal control over
+financial reporting may not prevent or detect misstatements.
+Also, projections of any evaluation of effectiveness to future
+periods are subject to the risk that controls may become
+inadequate because of changes in conditions, or that the degree
+of compliance with policies or procedures may deteriorate.
+Our management assessed the effectiveness of our internal
+control over financial reporting as of December 31, 2004.
+In making this assessment, our management used the criteria set
+forth by the Committee of Sponsoring Organizations of the
+Treadway Commission in Internal Control —
+Integrated Framework. Based on our assessment, we
+concluded that, as of December 31, 2004, our internal
+control over financial reporting is effective based on those
+criteria.
+Our management’s assessment of the effectiveness of
+internal control over financial reporting as of
+December 31, 2004, has been audited by
+PricewaterhouseCoopers LLP, the independent registered public
+accounting firm who also audited our consolidated financial
+statements as stated in their report which appears on page F-2
+of this Report on Form 10-K.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2004/0000950134-05-003775/rpt_disclosure.txt b/raw/filings/0000889900/2004/0000950134-05-003775/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000889900/2005/0000950134-06-006240/filing.txt b/raw/filings/0000889900/2005/0000950134-06-006240/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d766218674845bf85ffcaaefeec9752cc07f7d81
--- /dev/null
+++ b/raw/filings/0000889900/2005/0000950134-06-006240/filing.txt
@@ -0,0 +1,9631 @@
+10-K
+1
+d33317e10vk.htm
+FORM 10-K
+e10vk 
+Table of Contents 
+UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
+Washington, D.C. 20549 
+Form 10-K 
+(Mark One) 
+þ
+ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
+SECURITIES EXCHANGE ACT OF 1934 
+For the fiscal year ended December 31, 2005 
+or 
+o 
+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 0-22664 
+Patterson-UTI Energy, Inc. 
+(Exact name of registrant as specified in its charter) 
+Delaware 
+(State or other jurisdiction of 
+incorporation or organization) 
+75-2504748 
+(I.R.S. Employer 
+Identification No.) 
+4510 Lamesa Highway, Snyder, Texas 
+(Address of principal executive offices) 
+79549 
+(Zip Code) 
+Registrant’s telephone number, including area code: 
+(325) 574-6300 
+Securities Registered Pursuant to 12(b) of the Act: 
+None 
+Securities Registered Pursuant to 12(g) of the Act: 
+(Title of class) 
+Common Stock, $.01 Par Value 
+Indicate by checkmark if the registrant is a well-known seasoned
+issuer, as defined in Rule 405 of the Securities Act.
+Yes þ or
+No o
+Indicate by checkmark if the registrant is not required to file
+reports pursuant to Section 13 or Section 15(d) of the
+Act. Yes o 
+or No þ
+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 þ No o
+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
+the 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. þ
+Indicate by check mark whether the registrant is a large
+accelerated filer, an accelerated filer, or a non-accelerated
+filer. See definition of “accelerated filer and large
+accelerated filer” in
+Rule 12b-2 of the
+Exchange Act. (Check one):
+Large accelerated filer þ 
+Accelerated filer o 
+Non-accelerated filer o 
+Indicate by check mark whether the registrant is a shell company
+(as defined in
+Rule 12b-2 of the
+Act). Yes o No þ
+The aggregate market value of the voting and non-voting common
+equity held by non-affiliates of the registrant as of
+June 30, 2005, the last business day of the
+registrant’s most recently completed second fiscal quarter,
+was $4,657,765,918, calculated by reference to the closing price
+of $27.83 for the common stock on the Nasdaq National Market on
+that date.
+As of March 29, 2006, the registrant had outstanding
+172,653,028 shares of common stock, $.01 par value,
+its only class of voting common stock.
+Documents incorporated by reference:
+Definitive Proxy Statement for the 2006 Annual Meeting of
+Stockholders (Part III).
+TABLE OF CONTENTS 
+PART I 
+Item 1. Business 
+Item 3. Legal Proceedings. 
+Item 4. Submission of Matters to a Vote of Security Holders. 
+PART II 
+Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. 
+Item 6. Selected Financial Data. 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Item 7A. Quantitative and Qualitative Disclosures About Market Risk 
+Item 8. Financial Statements and Supplementary Data. 
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 
+Item 9A. Controls and Procedures. 
+Item 9B. Other Information 
+PART III 
+Item 10. Directors and Executive Officers of the Registrant. 
+Item 11. Executive Compensation. 
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 
+Item 13. Certain Relationships and Related Transactions. 
+Item 14. Principal Accountant Fees and Services. 
+PART IV 
+Item 15. Exhibits and Financial Statement Schedule. 
+INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 
+Report of Independent Registered Public Accounting Firm 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED BALANCE SHEETS 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+SIGNATURES 
+EXHIBIT INDEX 
+Subsidiaries 
+Consent of Independent Registered Public Accounting Firm 
+Certification of Chief Executive Officer 
+Certification of Chief Financial Officer 
+Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 
+Table of Contents 
+FORWARD LOOKING STATEMENTS 
+This Annual Report on
+Form 10-K 
+(including documents incorporated by reference herein) contains
+statements with respect to our expectations and beliefs as to
+future events. These types of statements are
+“forward-looking” and subject to uncertainties.
+Readers are cautioned that such forward-looking statements
+should be read in conjunction with our disclosures under the
+heading “Risk Factors,” beginning on page 11.
+PART I 
+Item 1. 
+Business 
+Available Information 
+This Annual Report on
+Form 10-K, along
+with our Quarterly Reports on
+Form 10-Q, Current
+Reports on
+Form 8-K and
+amendments to those reports filed or furnished pursuant to
+Section 13(a) or 15(d) of the Securities Exchange Act of
+1934, are available free of charge through our Internet website
+(www.patenergy.com) as soon as reasonably practicable after we
+electronically file such material with, or furnish it to, the
+United States Securities and Exchange Commission
+(“SEC”).
+Overview 
+Based on publicly available information, we believe we are the
+second largest owner of land-based drilling rigs in North
+America. The Company was formed in 1978 and reincorporated in
+1993 as a Delaware corporation. Our contract drilling business
+operates primarily in:
+• 
+Texas, 
+• 
+New Mexico, 
+• 
+Oklahoma, 
+• 
+Louisiana, 
+• 
+Mississippi, 
+• 
+Colorado, 
+• 
+Utah, 
+• 
+Wyoming, 
+• 
+Montana, 
+• 
+North Dakota, 
+• 
+South Dakota, and 
+• 
+Western Canada (Alberta, British Columbia and Saskatchewan). 
+As of December 31, 2005, we had a drilling fleet of 403
+drilling rigs. A drilling rig includes the structure, power
+source and machinery necessary to cause a drill bit to penetrate
+earth to a depth desired by the customer.
+We provide pressure pumping services to oil and natural gas
+operators primarily in the Appalachian Basin. These services
+consist primarily of well stimulation and cementing for
+completion of new wells and remedial work on existing wells. We
+provide drilling fluids, completion fluids and related services
+to oil and natural gas operators in Texas, Southeastern New
+Mexico, Oklahoma, the Gulf Coast region of Louisiana and the
+Gulf of Mexico. Drilling and completion fluids are used by oil
+and natural gas operators during the drilling process to control
+pressure when drilling oil and natural gas wells. We are also
+engaged in the development, exploration, acquisition and
+production of oil and natural gas. Our oil and natural gas
+operations are focused primarily in producing regions of West
+and South Texas, Southeastern New Mexico, Utah and Mississippi.
+1
+Table of Contents 
+Embezzlement and Restatements 
+On November 3, 2005, we announced the resignation of our
+Chief Financial Officer (“CFO”), Jonathan D. Nelson
+(“Nelson”). On November 10, 2005, we announced
+that, based on information received by Company senior management
+on November 9, 2005, the Audit Committee of our Board of
+Directors began an investigation into an apparent embezzlement
+from us by Nelson.
+On December 22, 2005, upon recommendation of Company
+management and the Audit Committee of our Board of Directors, we
+announced that based on the results to date of the internal
+investigation into the facts and circumstances surrounding the
+embezzlement by Nelson, we would restate previously issued
+financial statements and amend our previously issued Annual
+Report on
+Form 10-K for the
+year ended December 31, 2004 and Quarterly Reports on
+Form 10-Q for the
+periods ended March 31, June 30 and September 30,
+2005. These restatements reflect losses incurred as a result of
+payments made to or for the benefit of Nelson that had been
+recognized in our accounting records and previously issued
+financial statements as payments for assets and services that we
+did not receive. Previously issued financial statements have
+also been restated for the effects of the correction of other
+errors that are immaterial both individually and in the
+aggregate. These other adjustments relate primarily to
+previously reported property and equipment balances that
+resulted from our review of our property and equipment records
+and the underlying physical assets in connection with
+investigation of the embezzlement. We have restated such
+financial statements, and on March 17, 2006, we filed our
+amended Annual Report on Form
+10-K/A and on
+March 27, 2006, we filed our amended Quarterly Reports on
+Form 10-Q/A with
+the SEC.
+Most of the embezzled funds result from Nelson causing the
+wiring of Company funds aggregating approximately
+$72.3 million, to, or for the benefit of, entities owned
+and controlled by him. Nelson was originally able to initiate
+these wire transfers by requesting the wire transfers himself in
+telephone calls to one of the Company’s banks. After
+changes to the Company’s internal controls and procedures
+in 2004, Nelson initiated the wire transfers through
+instructions to one of his subordinates and by the creation of
+fraudulent invoices containing forged senior management
+approvals. This false documentation was created by Nelson to
+conceal the true nature of these transactions from the Company
+and its independent registered public accountants.
+Nelson also instructed certain former employees, who worked
+under his supervision, to alter management reports related to
+property and equipment expenditures. Nelson also created
+fictitious property and equipment approval forms with forged
+signatures.
+The total amount embezzled was approximately $77.5 million
+in cash, excluding any tax effects, beginning with the year
+ended December 31, 1998 through November 3, 2005 as
+follows (in thousands):
+From 1998 to December 31, 2004 
+$ 
+58,961 
+From January 1, 2005 to September 30, 2005(1) 
+12,193 
+Total through September 30, 2005 
+71,154 
+From October 1, 2005 to November 3, 2005 (net of
+$1,500 repayment)(1) 
+6,350 
+Total embezzlement 
+$ 
+77,504 
+(1) 
+The total amount embezzled during 2005 was $18,543,000 and the
+Company incurred $1,500,000 of professional fees and expenses as
+a result of the embezzlement. Accordingly, the total embezzled
+funds and related expenses in 2005 were $20,043,000. 
+We promptly advised the SEC when we became aware of the
+embezzlement. The SEC promptly obtained a freeze order on
+Nelson’s assets (including assets held by entities
+controlled by him) and a Receiver was appointed to collect those
+assets. The United States attorney for the Northern District of
+Texas obtained an indictment against Nelson and investigation of
+this matter continues.
+The Company understands that the Receiver will ultimately
+liquidate the assets and propose a plan to distribute the
+proceeds. While the Company believes it has a claim for at least
+the full amount embezzled, other creditors have or may assert
+claims on the assets held by the Receiver. As a result, recovery
+by the
+2
+Table of Contents 
+Company from the Receiver is uncertain as to timing and amount,
+if any. Recoveries, if any, will be recognized when they are
+considered collectable.
+The effects of the embezzlement on our financial position follow
+(in thousands):
+December 31, 
+Decrease in amounts previously reported 
+2004 
+2003 
+Assets(1) 
+$ 
+(56,133 
+) 
+$ 
+(38,540 
+) 
+Liabilities(2) 
+(20,848 
+) 
+(15,044 
+) 
+Retained earnings and stockholders’ equity 
+$ 
+(35,285 
+) 
+$ 
+(23,496 
+) 
+(1) 
+The amount includes a decrease in Federal and state income taxes
+receivable of $1.0 million in 2003. 
+(2) 
+Consists of an increase in Federal and state income taxes
+payable of $1.3 million in 2004 and decreases in deferred
+tax liabilities of $22.2 million and $15.0 million in
+2004 and 2003, respectively. 
+In December 2005, two purported derivative actions were filed in
+Texas state court in Scurry County, Texas, against our
+directors, alleging that the directors breached their fiduciary
+duties to us as a result of alleged failure to timely discover
+the embezzlement. The Board of Directors formed a special
+litigation committee to review and inquire about these
+allegations and recommend our response, if any. The lawsuits
+seek recovery on behalf of and for us and do not seek recovery
+from us.
+The financial statements and related financial and statistical
+data contained in this Report have been restated to provide for,
+net of related tax effects, (1) the effects of losses
+incurred as a result of the embezzlement and (2) the
+effects of the correction of other errors that are immaterial
+both individually and in the aggregate.
+Industry Segments 
+Our revenues, operating profits and identifiable assets are
+primarily attributable to four industry segments:
+• 
+contract drilling, 
+• 
+pressure pumping services, 
+• 
+drilling and completion fluids services, and 
+• 
+oil and natural gas development, exploration, acquisition and
+production. 
+With respect to these four segments:
+• 
+the contract drilling segment had operating profits in 2005,
+2004 and 2003, 
+• 
+the pressure pumping segment had operating profits in 2005, 2004
+and 2003, 
+• 
+the drilling and completion fluids segment had operating profits
+in 2005 and 2004 and an operating loss in 2003, and 
+• 
+the oil and natural gas segment had operating profits in 2005,
+2004 and 2003. 
+See “Management’s Discussion and Analysis of Financial
+Condition and Results of Operations” and Note 17 of
+Notes to Consolidated Financial Statements included as a part of
+Items 7 and 8, respectively, of this Report for
+financial information pertaining to these industry segments.
+Contract Drilling Operations 
+General — We market our contract drilling
+services to major and independent oil and natural gas operators.
+As of December 31, 2005, we owned 403 drilling rigs which
+were based in the following regions:
+• 
+156 in the Permian Basin region (West Texas and Southeastern New
+Mexico), 
+• 
+53 in South Texas, 
+3
+Table of Contents 
+• 
+42 in the Ark-La-Tex region and Mississippi, 
+• 
+88 in the Mid-Continent region (Oklahoma and North Central
+Texas), 
+• 
+46 in the Rocky Mountain region (Colorado, Utah, Wyoming,
+Montana, North Dakota and South Dakota), and 
+• 
+18 in Western Canada (Alberta, British Columbia and
+Saskatchewan). 
+Our drilling rigs have rated maximum depth capabilities ranging
+from 4,000 feet to 30,000 feet. Of our drilling rigs,
+42 are SCR electric rigs and 361 are mechanical rigs. An
+electric rig differs from a mechanical rig in that the electric
+rig converts the diesel power (the sole energy source for a
+mechanical rig) into electricity to power the rig.
+Drilling rigs are typically equipped with:
+• 
+engines, 
+• 
+drawworks or hoists, 
+• 
+derricks or masts, 
+• 
+pumps to circulate the drilling fluid, 
+• 
+blowout preventers, 
+• 
+drill string (pipe), and 
+• 
+other related equipment. 
+Over time, components on a drilling rig are replaced or rebuilt.
+We spend significant funds each year on an ongoing program to
+modify and upgrade our drilling rigs to ensure that our drilling
+equipment is well maintained and competitive. During fiscal
+years 2005, 2004 and 2003, we spent approximately
+$329 million, $141 million and $77 million,
+respectively, on capital improvements to modify and upgrade our
+drilling rigs.
+Depth of the well and drill site conditions are the principal
+factors in determining the size of drilling rig used for a
+particular job. We use our rigs for developmental and
+exploratory drilling and they are capable of vertical or
+horizontal drilling.
+Our contract drilling operations depend on the availability of:
+• 
+drill pipe, 
+• 
+bits, 
+• 
+replacement parts and other related rig equipment, 
+• 
+fuel, and 
+• 
+qualified personnel, 
+some of which have been in short supply from time to time.
+Drilling Contracts — Most of our drilling
+contracts are with established customers on a competitive bid or
+negotiated basis. Typically, the contracts are short-term to
+drill a single well or a series of wells. Customer demand for
+drilling contracts with a term of one or more years increased
+during 2005 due to the scarcity of available drilling rigs in
+the market place. In response to this demand, we entered into
+several long-term contracts in 2005, typically with a term of
+one year. We may continue to enter into long-term contracts when
+considered beneficial to the Company.
+The drilling contracts obligate us to provide and operate a
+drilling rig and to pay certain operating expenses, including
+wages of drilling personnel and necessary maintenance expenses.
+The contracts are generally subject to termination by the
+customer on short notice. We generally indemnify our customers
+against claims by our employees and claims that might arise from
+surface pollution caused by spills of fuel, lubricants and other
+solvents within our control. The customers generally indemnify
+us against claims that
+4
+Table of Contents 
+might arise from other surface and subsurface pollution, except
+claims that might arise from our gross negligence.
+The contracts provide for payment on a daywork, footage, or
+turnkey basis, or a combination thereof. In each case, we
+provide the rig and crews. Our bid for each contract depends
+upon:
+• 
+location, depth and anticipated complexity of the well, 
+• 
+on-site drilling
+conditions, 
+• 
+equipment to be used, 
+• 
+estimated risks involved, 
+• 
+estimated duration of the job, 
+• 
+availability of drilling rigs, and 
+• 
+other factors particular to each proposed well. 
+Daywork Contracts 
+Under daywork contracts, we provide the drilling rig and crew to
+the customer. The customer supervises the drilling of the well.
+Our compensation is based on a contracted rate per day during
+the period the drilling rig is utilized. In the past we
+generally received a lower rate when the drilling rig was
+moving, or when drilling operations were interrupted or
+restricted by conditions beyond our control. Current market
+conditions have enabled us to receive rates at or near current
+daywork dayrates in many of these situations. In addition,
+daywork contracts typically provide separately for mobilization
+of the drilling rig.
+Footage Contracts 
+Under footage contracts, we contract to drill a well to a
+certain depth under specified conditions for a fixed price per
+foot. The customer provides drilling fluids, casing, cementing
+and well design expertise. These contracts require us to bear
+the cost of services and supplies that we provide until the well
+has been drilled to the agreed depth. If we drill the well in
+less time than estimated, we have the opportunity to improve our
+profits over those that would be attainable under a daywork
+contract. Profits are reduced and losses may be incurred if the
+well requires more days to drill to the contracted depth than
+estimated. Footage contracts generally contain greater risks for
+a drilling contractor than daywork contracts. Under footage
+contracts, the drilling contractor assumes certain risks
+associated with loss of the well from fire, blowouts and other
+risks. Due to current market conditions and improved rates
+received under daywork contracts, we are entering into fewer
+footage contracts than we did in the past.
+Turnkey Contracts 
+Under turnkey contracts, we contract to drill a well to a
+certain depth under specified conditions for a fixed fee. In a
+turnkey arrangement, we are required to bear the costs of
+services, supplies and equipment beyond those typically provided
+under a footage contract. In addition to the drilling rig and
+crew, we are required to provide the drilling and completion
+fluids, casing, cementing, and the technical well design and
+engineering services during the drilling process. We also assume
+certain risks associated with drilling the well such as fires,
+blowouts, cratering of the well bore and other such risks.
+Compensation occurs only when the agreed scope of the work has
+been completed which requires us to make larger up-front working
+capital commitments prior to receiving payments under a turnkey
+drilling contract. Under a turnkey contract, we have the
+opportunity to improve our profits if the drilling process goes
+as expected and there are no complications or time delays.
+However, given the increased exposure we have under a turnkey
+contract, profits can be significantly reduced and losses
+incurred if complications or delays occur during the drilling
+process. Turnkey contracts generally involve the highest degree
+of risk among the three different types of drilling contracts:
+daywork, footage and turnkey. Due to current market conditions
+and improved rates received under daywork contracts, we are
+entering into fewer turnkey contracts than we did in the past.
+5
+Table of Contents 
+Revenues by Contract Type — Information
+regarding our contract drilling activity for the last three
+years follows:
+Years Ended December 31, 
+Type of Revenues 
+2005 
+2004 
+2003 
+Daywork 
+98 
+% 
+88 
+% 
+83 
+% 
+Footage 
+1 
+6 
+7 
+Turnkey 
+1 
+6 
+10 
+Contract Drilling Activity — Information
+regarding our contract drilling activity for the last three
+years follows:
+Years Ended December 31, 
+2005 
+2004 
+2003 
+Average rigs owned 
+397 
+359 
+336 
+Average rigs operating(1) 
+276 
+211 
+188 
+Average rig utilization rate 
+69 
+% 
+59 
+% 
+56 
+% 
+Number of rigs operated 
+307 
+259 
+226 
+Number of wells drilled 
+4,594 
+3,534 
+3,017 
+(1) 
+A rig is operating when it is drilling, being moved, assembled,
+dismantled or otherwise earning revenue under contract. 
+Drilling Rigs and Related Equipment — Certain
+drilling rig information as of December 31, 2005 follows:
+Depth Rating (Ft.) 
+Mechanical 
+Electric 
+Total 
+4,000 to 9,999 
+79 
+— 
+79 
+10,000 to 11,999 
+76 
+2 
+78 
+12,000 to 14,999 
+139 
+8 
+147 
+15,000 to 30,000 
+67 
+32 
+99 
+Totals 
+361 
+42 
+403 
+At December 31, 2005, we owned 390 trucks and 467 trailers
+used to rig down, transport and rig up our drilling rigs. This
+reduces our dependency upon third parties for these services and
+enhances the efficiency of our contract drilling operations
+particularly in periods of high drilling rig utilization.
+Most repair and overhaul work to our drilling rig equipment is
+performed at our yard facilities located in Texas, New Mexico,
+Oklahoma, Utah and Western Canada.
+Pressure Pumping Operations 
+General — We provide pressure pumping services
+to oil and natural gas operators primarily in the Appalachian
+Basin. Pressure pumping services are primarily well stimulation
+and cementing for the completion of new wells and remedial work
+on existing wells. Most wells drilled in the Appalachian Basin
+require some form of fracturing or other stimulation to enhance
+the flow of oil and natural gas by pumping fluids under pressure
+into the well bore. Generally, Appalachian Basin wells require
+cementing services before production commences. The cementing
+process inserts material between the wall of the well bore and
+the casing to center and stabilize the casing.
+Equipment — Our pressure pumping equipment at
+December 31, 2005 follows:
+• 
+30 cement pumper trucks, 
+• 
+33 fracturing pumper trucks, 
+• 
+30 nitrogen pumper trucks, 
+6
+Table of Contents 
+• 
+17 blender trucks, 
+• 
+10 bulk acid trucks, 
+• 
+37 bulk cement trucks, 
+• 
+10 bulk nitrogen trucks, 
+• 
+42 bulk sand trucks, 
+• 
+15 connection trucks, and 
+• 
+2 acid pumper trucks. 
+Drilling and Completion Fluids Operations 
+General — We provide drilling fluids,
+completion fluids and related services to oil and natural gas
+operators offshore in the Gulf of Mexico and on land in Texas,
+Southeastern New Mexico, Oklahoma and the Gulf Coast region of
+Louisiana. We serve our offshore customers through six
+stockpoint facilities located along the Gulf of Mexico in Texas
+and Louisiana and our land-based customers through eleven
+stockpoint facilities in Texas, Louisiana, Oklahoma and New
+Mexico.
+Drilling Fluids — Drilling fluid products and
+systems are used to cool and lubricate the bit during drilling
+operations, contain formation pressures (thereby minimizing
+blowout risk), suspend and remove rock cuttings from the hole
+and maintain the stability of the wellbore. Technical services
+are provided to ensure that the products and systems are applied
+effectively to optimize drilling operations.
+Completion Fluids — After a well is drilled,
+the well casing is set and cemented into place. At that point,
+the drilling fluid services are complete and the drilling fluids
+are circulated out of the well and replaced with completion
+fluids. Completion fluids, also known as clear brine fluids, are
+solids-free, clear salt solutions that have high specific
+gravities. Combined with a range of specialty chemicals, these
+fluids are used to control bottom-hole pressures and to meet
+specific corrosion, inhibition, viscosity and fluid loss
+requirements.
+Raw Materials — Our drilling and completion
+fluids operations depend on the availability of the following
+raw materials:
+Drilling 
+barite and bentonite 
+Completion 
+calcium chloride, calcium bromide and zinc bromide 
+We obtain these raw materials through purchases made on the spot
+market and supply contracts with producers of these raw
+materials.
+Barite Grinding Facility — We own and operate a
+barite grinding facility with two barite grinding mills in
+Houma, Louisiana. This facility allows us to grind raw barite
+into the powder additive used in drilling fluids.
+Other Equipment — We own 24 trucks and 79
+trailers and lease another 24 trucks which are used to transport
+drilling and completion fluids and related equipment.
+Oil and Natural Gas Operations 
+General — We are engaged in the development,
+exploration, acquisition and production of oil and natural gas.
+Our oil and natural gas business operates primarily in producing
+regions of West and South Texas, Southeastern New Mexico, Utah
+and Mississippi. We significantly expanded our oil and natural
+gas operations in 2004 through our acquisition of TMBR/ Sharp
+Drilling, Inc. (“TMBR”). The oil and natural gas
+assets acquired in the acquisition of TMBR included both proved
+reserves and undeveloped properties.
+7
+Table of Contents 
+Customers 
+The customers of each of our four business segments are oil and
+natural gas operators or purchasers of these commodities. Our
+customer base includes both major and independent oil and
+natural gas operators. During 2005, no single customer accounted
+for 10% or more of our consolidated operating revenues.
+Competition 
+Contract Drilling and Pressure Pumping
+Businesses — Our land drilling and pressure
+pumping businesses are highly competitive. Often times,
+available land drilling rigs and pressure pumping equipment
+exceed the demand for such equipment. The equipment can also be
+moved from one market to another in response to market
+conditions.
+Drilling and Completion Fluids Business — The
+drilling and completion fluids industry is highly competitive
+and price is generally the most important factor. Other
+competitive factors include the availability of chemicals and
+experienced personnel, the reputation of the fluids services
+provider in the drilling industry and relationships with
+customers. Some of our competitors have substantially more
+resources and longer operating histories than we have.
+Oil and Natural Gas Business — There is
+substantial competition for the acquisition of oil and natural
+gas leases suitable for development and exploration and for
+experienced personnel. Our competitors in this business include:
+• 
+major integrated oil and natural gas operators, 
+• 
+independent oil and natural gas operators, and 
+• 
+drilling and production purchase programs. 
+Our ability to increase our oil and natural gas reserves in the
+future is directly dependent upon our ability to select, acquire
+and develop suitable prospects. Many of our competitors have
+facilities and financial and human resources greater than ours.
+Government and Environmental Regulation 
+All of our operations and facilities are subject to numerous
+Federal, state, foreign, and local laws, rules and regulations
+related to various aspects of our business, including:
+• 
+drilling of oil and natural gas wells, 
+• 
+containment and disposal of hazardous materials, oilfield waste,
+other waste materials and acids, 
+• 
+use of underground storage tanks, and 
+• 
+use of underground injection wells. 
+To date, applicable environmental laws and regulations have not
+required the expenditure of significant resources. We do not
+anticipate any material capital expenditures for environmental
+control facilities or extraordinary expenditures to comply with
+environmental rules and regulations in the foreseeable future.
+However, compliance costs under existing laws or under any new
+requirements could become material and we could incur liability
+in any instance of noncompliance.
+Our business is generally affected by political developments and
+by Federal, state, foreign, and local laws and regulations,
+which relate to the oil and natural gas industry. The adoption
+of laws and regulations affecting the oil and natural gas
+industry for economic, environmental and other policy reasons
+could increase costs relating to drilling and production. They
+could have an adverse effect on our operations. Several state
+and Federal environmental laws and regulations currently apply
+to our operations and may become more stringent in the future.
+We use operating and disposal practices that are standard in the
+industry. However, hydrocarbons and other materials may have
+been disposed of or released in or under properties currently or
+formerly owned or
+8
+Table of Contents 
+operated by us or our predecessors. In addition, some of these
+properties have been operated by third parties over whom we have
+no control of their treatment of hydrocarbon and other materials
+or the manner in which they may have disposed of or released
+such materials.
+The Federal Comprehensive Environmental Response Compensation
+and Liability Act of 1980, as amended, commonly known as CERCLA,
+and comparable state statutes impose strict liability on:
+• 
+owners and operators of sites, and 
+• 
+persons who disposed of or arranged for the disposal of
+“hazardous substances” found at sites. 
+The Federal Resource Conservation and Recovery Act
+(“RCRA”), as amended, and comparable state statutes
+govern the disposal of “hazardous wastes.” Although
+CERCLA currently excludes petroleum from the definition of
+“hazardous substances,” and RCRA also excludes certain
+classes of exploration and production wastes from regulation,
+such exemptions by Congress under both CERCLA and RCRA may be
+deleted, limited, or modified in the future. If such changes are
+made to CERCLA and/or RCRA, we could be required to remove and
+remediate previously disposed of materials (including materials
+disposed of or released by prior owners or operators) from
+properties (including ground water contaminated with
+hydrocarbons) and to perform removal or remedial actions to
+prevent future contamination.
+The Federal Water Pollution Control Act and the Oil Pollution
+Act of 1990, as amended, and implementing regulations govern:
+• 
+the prevention of discharges, including oil and produced water
+spills, and 
+• 
+liability for drainage into waters. 
+The Oil Pollution Act is more comprehensive and stringent than
+previous oil pollution liability and prevention laws. It imposes
+strict liability for a comprehensive and expansive list of
+damages from an oil spill into waters from facilities. Liability
+may be imposed for oil removal costs and a variety of public and
+private damages. Penalties may also be imposed for violation of
+Federal safety, construction and operating regulations, and for
+failure to report a spill or to cooperate fully in a clean-up.
+The Oil Pollution Act also expands the authority and capability
+of the Federal government to direct and manage oil spill
+clean-up and
+operations, and requires operators to prepare oil spill response
+plans in cases where it can reasonably be expected that
+substantial harm will be done to the environment by discharges
+on or into navigable waters. We have spill prevention control
+and countermeasure plans in place for our oil and natural gas
+properties in each of the areas in which we operate and for each
+of the stockpoints operated by our drilling and completion
+fluids business. Failure to comply with ongoing requirements or
+inadequate cooperation during a spill event may subject a
+responsible party, such as us, to civil or criminal actions.
+Although the liability for owners and operators is the same
+under the Federal Water Pollution Act, the damages recoverable
+under the Oil Pollution Act are potentially much greater and can
+include natural resource damages.
+Our operations are also subject to Federal, state and local
+regulations for the control of air emissions. The Federal Clean
+Air Act, as amended, and various state and local laws impose
+certain air quality requirements on us. Amendments to the Clean
+Air Act revised the definition of “major source” such
+that emissions from both wellhead and associated equipment
+involved in oil and natural gas production may be added to
+determine if a source is a “major source.” As a
+consequence, more facilities may become major sources and thus
+would be required to obtain operating permits. This permitting
+process may require capital expenditures in order to comply with
+permit limits.
+Risks and Insurance 
+Our operations are subject to the many hazards inherent in the
+drilling business, including:
+• 
+accidents at the work location, 
+• 
+blow-outs, 
+• 
+cratering, 
+9
+Table of Contents 
+• 
+fires, and 
+• 
+explosions. 
+These hazards could cause:
+• 
+personal injury or death, 
+• 
+suspension of drilling operations, or 
+• 
+serious damage or destruction of the equipment involved and, in
+addition to environmental damage, could cause substantial damage
+to producing formations and surrounding areas. 
+Damage to the environment, including property contamination in
+the form of either soil or ground water contamination, could
+also result from our operations, particularly through:
+• 
+oil or produced water spillage, 
+• 
+natural gas leaks, and 
+• 
+fires. 
+In addition, we could become subject to liability for reservoir
+damages. The occurrence of a significant event, including
+pollution or environmental damages, could materially affect our
+operations and financial condition.
+As a protection against operating hazards, we maintain insurance
+coverage we believe to be adequate, including:
+• 
+all-risk physical damages, 
+• 
+employer’s liability, 
+• 
+commercial general liability, and 
+• 
+workers compensation insurance. 
+We believe that we are adequately insured for public liability
+and property damage to others with respect to our operations.
+However, such insurance may not be sufficient to protect us
+against liability for all consequences of:
+• 
+personal injury, 
+• 
+well disasters, 
+• 
+extensive fire damage, 
+• 
+damage to the environment, or 
+• 
+other hazards. 
+We also carry insurance coverage for major physical damage to
+our drilling rigs. However, we do not carry insurance against
+loss of earnings resulting from such damage. In view of the
+difficulties that may be encountered in renewing such insurance
+at reasonable rates, no assurance can be given that:
+• 
+we will be able to maintain the type and amount of coverage that
+we believe to be adequate at reasonable rates, or 
+• 
+any particular types of coverage will be available. 
+In addition to insurance coverage, we also attempt to obtain
+indemnification from our customers for certain risks. These
+indemnity agreements typically require our customers to hold us
+harmless in the event of loss of production or reservoir damage.
+These contractual indemnifications may not be supported by
+adequate insurance maintained by the customer.
+10
+Table of Contents 
+Employees 
+We employed approximately 8,600 full-time persons (450
+office personnel and 8,150 field personnel) at December 31,
+2005. The number of field employees fluctuates depending on the
+current and expected demand for our services. We consider our
+employee relations to be satisfactory. None of our employees are
+represented by a union.
+Seasonality 
+Seasonality does not significantly affect our overall
+operations. However, our pressure pumping division in Appalachia
+and our drilling operations in Canada are subject to slow
+periods of activity during the Spring thaw. In addition, our
+drilling operations in Canada are subject to slow periods of
+activity during the Fall.
+Raw Materials and Subcontractors 
+We use many suppliers of raw materials and services. These
+materials and services have historically been available,
+although there is no assurance that such materials and services
+will continue to be available on favorable terms or at all. We
+also utilize numerous independent subcontractors from various
+trades.
+Incorporation by Reference 
+The various factors disclosed under the caption “Risk
+Factors,” beginning on page 11 of this Report, are
+incorporated by this reference into Items 1 and 2 of this
+Report. Readers of this Report should review those factors in
+conjunction with their review of this Report.
+Item 1A. 
+Risk Factors. 
+From time to time, we make written or oral forward-looking
+statements, including statements contained in this Annual Report
+on Form 10-K, our other filings with the SEC, press
+releases and reports to stockholders. These forward-looking
+statements are made pursuant to the “Safe Harbor”
+provisions of the Private Securities Litigation Reform Act of
+1995. These statements include, without limitation, statements
+relating to liquidity, financing of operations, sources and
+sufficiency of funds and impact of inflation. The words
+“believes,” “budgeted,” “expects,”
+“project,” “will,” “could,”
+“may,” “plans,” “intends,”
+“strategy,” or “anticipates,” and similar
+expressions are used to identify our forward-looking statements.
+We do not undertake to update, revise, or correct any of our
+forward-looking information.
+We include the following cautionary statement in accordance with
+the “Safe Harbor” provisions of the Private Securities
+Litigation Reform Act of 1995 for any forward-looking statement
+made by us, or on our behalf. The factors identified in this
+cautionary statement are important factors (but not necessarily
+all of the important factors) that could cause actual results to
+differ materially from those expressed in any forward-looking
+statement made by us, or on our behalf. Where any such
+forward-looking statement includes a statement of the
+assumptions or bases underlying such forward-looking statement,
+we caution that, while we believe such assumptions or bases to
+be reasonable and make them in good faith, assumed facts or
+bases almost always vary from actual results. The differences
+between assumed facts or bases and actual results can be
+material, depending upon the circumstances.
+Where, in any forward-looking statement, we express an
+expectation or belief as to the future results, such expectation
+or belief is expressed in good faith and believed to have a
+reasonable basis. However, there can be no assurance that the
+statement of expectation or belief will result, or be achieved
+or accomplished.
+11
+Table of Contents 
+Taking this into account, the following are identified as
+important risk factors currently applicable to, or which could
+readily be applicable to, us:
+We are Dependent on the Oil and Natural Gas Industry and
+Market Prices for Oil and Natural Gas. Declines in Oil and
+Natural Gas Prices Have Adversely Affected Our
+Operations. 
+Our revenue, profitability and rate of growth are substantially
+dependent upon prevailing prices for oil and natural gas. For
+many years, oil and natural gas prices and, therefore, the level
+of drilling, exploration, development and production, have been
+extremely volatile. Prices are affected by:
+• 
+market supply and demand, 
+• 
+international military, political and economic conditions, and 
+• 
+the ability of the Organization of Petroleum Exporting
+Countries, commonly known as OPEC, to set and maintain
+production and price targets. 
+All of these factors are beyond our control. Natural gas prices
+fell from an average of $6.23 per Mcf in the first quarter of
+2001 to an average of $2.51 per Mcf for the same period in 2002.
+During this same period, the average number of our rigs
+operating dropped by approximately 50%. The average market price
+of natural gas improved from $3.36 in 2002 to $8.98 in 2005
+resulting in an increase in demand for our drilling services.
+Our average number of rigs operating increased from 126 in 2002
+to 276 in 2005. We expect oil and natural gas prices to continue
+to be volatile and to affect our financial condition and
+operations and ability to access sources of capital. A
+significant decrease in expected market prices for natural gas
+could result in a material decrease in demand for drilling rigs
+and reduction in our operating results.
+A General Excess of Operable Land Drilling Rigs Adversely
+Affects Our Profit Margins Particularly in Times of Weaker
+Demand. 
+The North American land drilling industry has experienced
+periods of downturn in demand over the last decade. During these
+periods, there have been substantially more drilling rigs
+available than necessary to meet demand. As a result, drilling
+contractors have had difficulty sustaining profit margins during
+the downturn periods.
+In addition to adverse effects that future declines in demand
+could have on us, ongoing factors which could adversely affect
+utilization rates and pricing, even in an environment of high
+oil and natural gas prices and increased drilling activity,
+include:
+• 
+movement of drilling rigs from region to region, 
+• 
+reactivation of land-based drilling rigs, or 
+• 
+construction of new drilling rigs. 
+We cannot predict either the future level of demand for our
+contract drilling services or future conditions in the oil and
+natural gas contract drilling business.
+Shortages of Drill Pipe, Replacement Parts and Other
+Related Rig Equipment Adversely Affects Our Operating
+Results. 
+During periods of increased demand for drilling services, the
+industry has experienced shortages of drill pipe, replacement
+parts and other related rig equipment. These shortages can cause
+the price of these items to increase significantly and require
+that orders for the items be placed well in advance of expected
+use. These price increases and delays in delivery may require us
+to increase capital and repairs expenditures in our contract
+drilling segment. Severe shortages could impair our ability to
+operate our drilling rigs.
+12
+Table of Contents 
+The Various Business Segments in Which We Operate Are
+Highly Competitive with Excess Capacity which may Adversely
+Affect Our Operating Results. 
+Our land drilling and pressure pumping businesses are highly
+competitive. While not the conditions at present, often times,
+available land drilling rigs and pressure pumping equipment
+exceed the demand for such equipment. This excess capacity has
+resulted in substantial competition for drilling and pressure
+pumping contracts. The fact that drilling rigs and pressure
+pumping equipment are mobile and can be moved from one market to
+another in response to market conditions heightens the
+competition in the industry.
+We believe that price competition for drilling and pressure
+pumping contracts will continue for the foreseeable future due
+to the existence of available rigs and pressure pumping
+equipment.
+In recent years, many drilling and pressure pumping companies
+have consolidated or merged with other companies. Although this
+consolidation has decreased the total number of competitors, we
+believe the competition for drilling and pressure pumping
+services will continue to be intense.
+The drilling and completion fluids services industry is highly
+competitive. Price is generally the most important factor. Other
+competitive factors include the availability of chemicals and
+experienced personnel, the reputation of the fluids services
+provider in the drilling industry and relationships with
+customers. Some of our competitors have substantially more
+resources and longer operating histories than we have.
+Labor Shortages Adversely Affect Our Operating
+Results. 
+During periods of increasing demand for contract drilling
+services, the industry experiences shortages of qualified
+drilling rig personnel. During these periods, our ability to
+attract and retain sufficient qualified personnel to market and
+operate our drilling rigs is adversely affected which negatively
+impacts both our operations and profitability. Operationally, it
+is more difficult to hire qualified personnel which adversely
+affects our ability to mobilize inactive rigs in response to the
+increased demand for our contract drilling services.
+Additionally, wage rates for drilling personnel are likely to
+increase, resulting in greater operating costs.
+Continued Growth Through Rig Acquisition is Not
+Assured. 
+We have increased our drilling rig fleet over the past several
+years through mergers and acquisitions. The land drilling
+industry has experienced significant consolidation over the past
+several years, and there can be no assurance that acquisition
+opportunities will continue to be available. Additionally, we
+are likely to continue to face intense competition from other
+companies for available acquisition opportunities.
+There can be no assurance that we will:
+• 
+have sufficient capital resources to complete additional
+acquisitions, 
+• 
+successfully integrate acquired operations and assets, 
+• 
+effectively manage the growth and increased size, 
+• 
+successfully deploy idle or stacked rigs, 
+• 
+maintain the crews and market share to operate drilling rigs
+acquired, or 
+• 
+successfully improve our financial condition, results of
+operations, business or prospects in any material manner as a
+result of any completed acquisition. 
+We may incur substantial indebtedness to finance future
+acquisitions and also may issue equity securities or convertible
+securities in connection with any such acquisitions. Debt
+service requirements could represent a significant burden on our
+results of operations and financial condition and the issuance
+of additional equity would be dilutive to existing stockholders.
+Also, continued growth could strain our management, operations,
+employees and other resources.
+13
+Table of Contents 
+The Nature of our Business Operations Presents Inherent
+Risks of Loss that, if not Insured or Indemnified Against, Could
+Adversely Affect Our Operating Results. 
+Our operations are subject to many hazards inherent in the
+contract drilling, pressure pumping, and drilling and completion
+fluids businesses, which in turn could cause personal injury or
+death, work stoppage, or serious damage to our equipment. Our
+operations could also cause environmental and reservoir damages.
+We maintain insurance coverage and have indemnification
+agreements with many of our customers. However, there is no
+assurance that such insurance or indemnification agreements
+would adequately protect us against liability or losses from all
+consequences of the hazards. Additionally, there can be no
+assurance that insurance would be available to cover any or all
+of these risks, or, even if available, that insurance premiums
+or other costs would not rise significantly in the future, so as
+to make such insurance prohibitive.
+We have elected in some cases to accept a greater amount of risk
+through increased deductibles on certain insurance policies. For
+example, we maintain a $1.0 million per occurrence
+deductible on our workers’ compensation insurance and our
+general liability insurance coverages. These levels of
+self-insurance expose us to increased operating costs and risks.
+Violations of Environmental Laws and Regulations Could
+Materially Adversely Affect Our Operating Results. 
+The drilling of oil and natural gas wells is subject to various
+Federal, state, foreign, and local laws, rules and regulations.
+The cost of compliance with these laws and regulations could be
+substantial. Failure to comply with these requirements could
+expose us to substantial civil and criminal penalties. In
+addition, Federal law imposes a variety of regulations on
+“responsible parties” related to the prevention of oil
+spills and liability for damages from such spills. As an owner
+and operator of land-based drilling rigs, we may be deemed to be
+a responsible party under Federal law. Our operations and
+facilities are subject to numerous state and Federal
+environmental laws, rules and regulations, including, without
+limitation, laws concerning the containment and disposal of
+hazardous substances, oil field waste and other waste materials,
+the use of underground storage tanks and the use of underground
+injection wells.
+Some of Our Contract Drilling Services are Done Under
+Turnkey and Footage Contracts, Which are Financially
+Risky. 
+A portion of our contract drilling is performed under turnkey
+and footage contracts, which involve significant risks. Under
+turnkey drilling contracts, we contract to drill a well to a
+certain depth under specified conditions at a fixed price. Under
+footage contracts, we contract to drill a well to a certain
+depth under specified conditions at a fixed price per foot. The
+risk to us under these types of drilling contracts are greater
+than on a well drilled on a daywork basis. Unlike daywork
+contracts, we must bear the cost of services until the target
+depth is reached. In addition, we must assume most of the risk
+associated with the drilling operations, generally assumed by
+the operator of the well on a daywork contract, including
+blowouts, loss of hole from fire, machinery breakdowns and
+abnormal drilling conditions. Accordingly, if severe drilling
+problems are encountered in drilling wells under such contracts,
+we could suffer substantial losses.
+Anti-takeover Measures in Our Charter Documents and Under
+State Law Could Discourage an Acquisition and Thereby Affect the
+Related Purchase Price. 
+We are a Delaware corporation subject to the Delaware General
+Corporation Law, including Section 203, an anti-takeover
+law enacted in 1988. We have also enacted certain anti-takeover
+measures, including a stockholders’ rights plan. In
+addition, our Board of Directors has the authority to issue up
+to one million shares of preferred stock and to determine the
+price, rights (including voting rights), conversion ratios,
+preferences and privileges of that stock without further vote or
+action by the holders of the common stock. As a result of these
+measures and others, potential acquirers might find it more
+difficult or be discouraged from attempting to effect an
+acquisition transaction with us. This may deprive holders of our
+securities of certain opportunities to sell or otherwise dispose
+of the securities at above-market prices pursuant to any such
+transactions.
+14
+Table of Contents 
+Item 1B. 
+Unresolved Staff Comments. 
+None.
+Item 2. 
+Properties 
+Our corporate headquarters are located in Snyder, Texas. We also
+have a number of offices, yards and stockpoint facilities
+located in our various operating areas.
+Our corporate headquarters are located at 4510 Lamesa Highway,
+Snyder, Texas, and our telephone number at that address is
+(325) 574-6300. There are a number of improvements at our
+headquarters, including:
+• 
+office buildings with approximately 37,000 square feet of
+office space and storage, 
+• 
+a shop facility with approximately 7,000 square feet used
+for drilling equipment repairs and metal fabrication, 
+• 
+a truck shop facility with approximately 10,000 square feet
+used to maintain, overhaul and repair our truck fleet, 
+• 
+a truck fabrication and rigup shop with approximately
+3,000 square feet used to prepare new trucks for service, 
+• 
+an engine shop facility with approximately 20,000 square
+feet used to overhaul and repair the engines that power our
+drilling rigs, and 
+• 
+an open-ended metal storage facility with approximately
+10,000 square feet. 
+We have regional administrative offices, yards and stockpoint
+facilities in many of the areas in which we operate. The
+facilities are primarily used to support
+day-to -day operations,
+including the repair and maintenance of equipment as well as the
+storage of equipment, inventory and supplies and to facilitate
+administrative responsibilities and sales.
+Contract Drilling Operations — Our drilling
+services are supported by several administrative offices and
+yard facilities located throughout our areas of operations
+including:
+• 
+Texas, 
+• 
+New Mexico, 
+• 
+Oklahoma, 
+• 
+Colorado, 
+• 
+Utah, 
+• 
+Wyoming, and 
+• 
+Western Canada. 
+Pressure Pumping — Our pressure pumping
+services are supported by several offices and yard facilities
+located throughout our areas of operations including:
+• 
+Pennsylvania, 
+• 
+Ohio, 
+• 
+West Virginia, 
+• 
+Kentucky, 
+• 
+Tennessee, and 
+• 
+Wyoming. 
+15
+Table of Contents 
+Drilling and Completion Fluids — Our drilling
+and completion fluids services are supported by several
+administrative offices and stockpoint facilities located
+throughout our areas of operations including:
+• 
+Texas, 
+• 
+Louisiana, 
+• 
+New Mexico, and 
+• 
+Oklahoma. 
+Oil and Natural Gas — Our oil and natural gas
+operations are supported by administrative and field offices in
+Texas.
+We own our headquarters in Snyder, Texas, as well as several of
+our other facilities. We also lease a number of facilities and
+we do not believe that any one of the leased facilities is
+individually material to our operations. We believe that our
+existing facilities are suitable and adequate to meet our needs.
+Item 3. 
+Legal Proceedings. 
+In December 2005, two purported derivative actions were filed in
+Texas state court in Scurry County, Texas, against our
+directors, alleging that the directors breached their fiduciary
+duties to us as a result of alleged failure to timely discover
+the embezzlement by Nelson, and against our principal accounting
+firm, PricewaterhouseCoopers LLP, alleging that such firm
+committed negligence and malpractice as a result of alleged
+failure to timely discover the embezzlement. The Board of
+Directors formed a special litigation committee to review and
+inquire about these allegations and recommend our response, if
+any. Further legal proceedings in these suits have been stayed
+pending completion of the work of the special litigation
+committee. The lawsuits seek recovery on behalf of and for us
+and do not seek recovery from us.
+We are party to various other legal proceedings arising in the
+normal course of our business. We do not believe that the
+outcome of these proceedings, either individually or in the
+aggregate, will have a material adverse effect on our financial
+condition.
+Item 4. 
+Submission of Matters to a Vote of Security
+Holders. 
+None.
+16
+Table of Contents 
+PART II 
+Item 5. 
+Market for Registrant’s Common Equity and Related
+Stockholder Matters and Issuer Purchases of Equity
+Securities. 
+(a) 
+Market Information 
+Our common stock, par value $0.01 per share, is publicly
+traded on the Nasdaq National Market and is quoted under the
+symbol “PTEN.” Our common stock is included in the
+S&P MidCap 400 Index and several other market indexes. The
+following table provides high and low sales prices of our common
+shares for the periods indicated, adjusted to reflect the
+two-for-one stock split on June 30, 2004:
+High 
+Low 
+2005: 
+First quarter 
+$ 
+26.66 
+$ 
+17.15 
+Second quarter 
+29.33 
+22.38 
+Third quarter 
+36.79 
+27.79 
+Fourth quarter 
+36.73 
+28.45 
+2004: 
+First quarter 
+$ 
+19.20 
+$ 
+15.75 
+Second quarter 
+19.56 
+14.52 
+Third quarter 
+19.88 
+15.69 
+Fourth quarter 
+20.45 
+17.85 
+(b) 
+Holders 
+As of March 10, 2006, there were approximately 2,174
+holders of record and approximately 92,452 beneficial holders of
+our common shares.
+(c) 
+Dividends and Buyback Program 
+On April 28, 2004, our Board of Directors approved the
+initiation of a quarterly cash dividend of $0.02 on each share
+of our common stock which was paid on June 2, 2004.
+Quarterly cash dividends in the amount of $0.02 per share
+were also paid on September 1, 2004 and December 1,
+2004. Total cash dividends paid in 2004 were approximately
+$10 million. In February 2005, our Board of Directors
+approved an increase in the quarterly cash dividend on our
+common stock to $0.04 per share from $0.02 per share.
+Quarterly cash dividends in the amount of $0.04 per share
+were paid on March 4, 2005, June 1, 2005,
+September 1, 2005 and December 1, 2005. Total cash
+dividends in 2005 were approximately $27.3 million. The
+next quarterly cash dividend is to be paid to holders of record
+on March 15, 2006 and paid on March 30, 2006. The amount
+and timing of all future dividend payments is subject to the
+discretion of the Board of Directors and will depend upon
+business conditions, results of operations, financial
+conditions, terms of our credit facilities and other factors.
+On April 28, 2004, our Board of Directors authorized a
+two-for-one stock split in the form of a stock dividend which
+was distributed on June 30, 2004.
+17
+Table of Contents 
+The table below sets forth the information with respect to
+purchases of our common stock made by or on our behalf during
+the quarter ended December 31, 2005.
+Total number 
+Maximum number 
+of shares (or 
+(or approximate dollar 
+units) purchased 
+value) of shares 
+Total number 
+as part of publicly 
+(or units) that may 
+of shares 
+Average price 
+announced plans 
+yet be purchased under 
+Period covered 
+purchased(1) 
+paid per share 
+or programs(2) 
+the plans or programs(2) 
+October 1–31, 2005 
+— 
+$ 
+— 
+— 
+$ 
+28,518,216 
+November 1–30, 2005 
+355,000 
+$ 
+34.23 
+355,000 
+$ 
+16,364,873 
+December 1–31, 2005 
+— 
+$ 
+— 
+— 
+$ 
+16,364,873 
+Total 
+355,000 
+$ 
+34.23 
+355,000 
+$ 
+16,364,873 
+(1) 
+All of the reported shares were purchased in open-market
+transactions. 
+(2) 
+On June 7, 2004, our Board of Directors authorized a stock
+buyback program for the purchase of up to $30 million of
+our outstanding common stock, which repurchases may be made from
+time to time as, in the opinion of management, market conditions
+warrant, in the open market or in privately negotiated
+transactions. On March 27, 2006, our Board of Directors
+increased the stock buyback program to allow the future
+purchases of up to $200 million of our outstanding common
+stock. 
+(d) 
+Securities Authorized for Issuance Under Equity
+Compensation Plans 
+Equity compensation to our employees, officers and directors as
+of December 31, 2005 follows:
+Equity Compensation Plan Information 
+Number of 
+Number of 
+Securities 
+Securities to 
+Weighted- 
+Remaining Available 
+be Issued upon 
+Average Exercise 
+for Future Issuance 
+Exercise of 
+Price of 
+under Equity 
+Outstanding 
+Outstanding 
+Compensation Plans 
+Options, 
+Options, 
+(Excluding 
+Warrants and 
+Warrants and 
+Securities Reflected 
+Plan Category 
+Rights 
+Rights 
+in Column(a)) 
+(a) 
+(b) 
+(c) 
+Equity compensation plans approved by security holders 
+5,449,739 
+$ 
+15.11 
+5,464,217 
+(1) 
+Equity compensation plans not approved by security holders(2) 
+888,304 
+$ 
+9.87 
+— 
+Total 
+6,338,043 
+$ 
+14.37 
+5,464,217 
+(1) 
+The Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan
+(the “2005 Plan”) provides for awards of incentive
+stock options, non-incentive stock options, tandem and
+freestanding stock appreciation rights, restricted stock awards,
+other stock unit awards, performance share awards, performance
+unit awards and dividend equivalents to key employees, officers
+and directors, which are subject to certain vesting and
+forfeiture provisions. All options are granted with an exercise
+price equal to or greater than the fair market value of the
+common stock at the time of grant. The vesting schedule and term
+are set by the Compensation Committee of the Board of Directors.
+All securities remaining available for future issuance under
+equity compensation plans approved by security holders in
+column (c) are available under this plan. 
+18
+Table of Contents 
+(2) 
+The Amended and Restated Patterson-UTI Energy, Inc. 2001
+Long-Term Incentive Plan (the “2001 Plan”) was
+approved by the Board of Directors in July 2001. In connection
+with the approval of the 2005 Plan, the Board of Directors
+approved a resolution that no further options, restricted stock
+or other awards would be granted under any equity compensation
+plan, other than the 2005 Plan. The terms of the 2001 Plan
+provided for grants of stock options, stock appreciation rights,
+shares of restricted stock and performance awards to eligible
+employees other than officers and directors. No Incentive Stock
+Options could be awarded under the Plan. All options were
+granted with an exercise price equal to or greater than the fair
+market value of the common stock at the time of grant. The
+vesting schedule and term were set by the Compensation Committee
+of the Board of Directors. 
+19
+Table of Contents 
+Item 6. 
+Selected Financial Data. 
+Our selected consolidated financial data as of December 31,
+2005, 2004, 2003, 2002 and 2001, and for each of the five years
+then ended should be read in conjunction with
+“Management’s Discussion and Analysis of Financial
+Condition and Results of Operations” and the Consolidated
+Financial Statements and related Notes thereto, included as
+Items 7 and 8, respectively, of this Report. The
+historical financial data presented below was previously
+reported as restated to provide for (i) the retroactive
+effect of the merger with UTI Energy Corp., on May 8, 2001
+accounted for as a pooling of interest; (ii) the
+retroactive application of the equity method of accounting for
+our investment in TMBR and (iii) a two-for-one stock split
+that occurred in 2004. The current and historical financial data
+presented below has been further restated to provide for, net of
+related tax effects, (i) the effects of losses incurred as
+a result of the embezzlement and (ii) the effects of the
+correction of other errors that are immaterial both individually
+and in the aggregate. See additional information about the
+embezzlement and restatement in footnote (1) to the
+restated selected financial data below. Certain
+reclassifications have been made to the historical financial
+data to conform with the 2004 presentation.
+Years Ended December 31, 
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+2002 
+2001 
+(In thousands) 
+Income Statement Data: 
+Operating revenues: 
+Contract drilling 
+$ 
+1,485,684 
+$ 
+809,691 
+$ 
+639,694 
+$ 
+410,295 
+$ 
+839,931 
+Pressure pumping 
+93,144 
+66,654 
+46,083 
+32,996 
+39,600 
+Drilling and completion fluids 
+122,011 
+90,557 
+69,230 
+69,943 
+94,456 
+Oil and natural gas 
+39,616 
+33,867 
+21,163 
+14,723 
+15,988 
+Total 
+1,740,455 
+1,000,769 
+776,170 
+527,957 
+989,975 
+Operating costs and expenses: 
+Contract drilling 
+776,313 
+556,869 
+475,224 
+318,201 
+487,343 
+Pressure pumping 
+54,956 
+37,561 
+26,184 
+19,802 
+21,146 
+Drilling and completion fluids 
+98,530 
+76,503 
+61,424 
+60,762 
+80,034 
+Oil and natural gas 
+9,566 
+7,978 
+4,808 
+3,956 
+5,190 
+Depreciation, depletion, amortization and impairment 
+156,393 
+122,800 
+100,834 
+92,778 
+86,035 
+Selling, general and administrative 
+39,110 
+31,983 
+27,685 
+26,116 
+28,462 
+Bad debt expense 
+1,231 
+897 
+259 
+320 
+2,045 
+Merger costs 
+— 
+— 
+— 
+— 
+5,943 
+Restructuring and other charges 
+— 
+— 
+— 
+— 
+7,202 
+Embezzled funds and related expenses 
+20,043 
+19,122 
+17,849 
+8,574 
+7,674 
+Other (including gain or loss on sale of assets) 
+3,017 
+(1,411 
+) 
+(4,379 
+) 
+4,340 
+(820 
+) 
+Total 
+1,159,159 
+852,302 
+709,888 
+534,849 
+730,254 
+Operating income (loss) 
+581,296 
+148,467 
+66,282 
+(6,892 
+) 
+259,721 
+Other income (expense) 
+3,463 
+680 
+2,694 
+803 
+(677 
+) 
+Income (loss) before income taxes and cumulative effect of
+change in accounting principle 
+584,759 
+149,147 
+68,976 
+(6,089 
+) 
+259,044 
+Income tax expense (benefit) 
+212,019 
+54,801 
+25,320 
+(1,949 
+) 
+99,472 
+Income (loss) before cumulative effect of change in accounting
+principle 
+372,740 
+94,346 
+43,656 
+(4,140 
+) 
+159,572 
+Cumulative effect of change in accounting principle, net of
+related income tax benefit of approximately $287 
+— 
+— 
+(469 
+) 
+— 
+— 
+Net income (loss) 
+$ 
+372,740 
+$ 
+94,346 
+$ 
+43,187 
+$ 
+(4,140 
+) 
+$ 
+159,572 
+20
+Table of Contents 
+Years Ended December 31, 
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+2002 
+2001 
+(In thousands, except per share amounts) 
+Net income (loss) per common share: 
+Basic: 
+Income (loss) before cumulative effect of change in accounting
+principle 
+$ 
+2.19 
+$ 
+0.57 
+$ 
+0.27 
+$ 
+(0.03) 
+$ 
+1.04 
+Cumulative effect of change in accounting principle 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Net income (loss) 
+$ 
+2.19 
+$ 
+0.57 
+$ 
+0.27 
+$ 
+(0.03) 
+$ 
+1.04 
+Diluted: 
+Income (loss) before cumulative effect of change in accounting
+principle 
+$ 
+2.15 
+$ 
+0.56 
+$ 
+0.27 
+$ 
+(0.03) 
+$ 
+1.01 
+Cumulative effect of change in accounting principle 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Net income (loss) 
+$ 
+2.15 
+$ 
+0.56 
+$ 
+0.26 
+$ 
+(0.03) 
+$ 
+1.01 
+Cash dividends per common share 
+$ 
+0.16 
+$ 
+0.06 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Weighted average number of common shares outstanding: 
+Basic 
+170,426 
+166,258 
+161,272 
+157,410 
+152,814 
+Diluted 
+173,767 
+169,211 
+164,572 
+157,410 
+158,394 
+Balance Sheet Data: 
+Total assets 
+$ 
+1,795,781 
+$ 
+1,256,785 
+$ 
+1,039,521 
+$ 
+919,374 
+$ 
+856,855 
+Stockholders’ equity 
+1,367,011 
+961,501 
+789,814 
+724,248 
+680,341 
+Working capital 
+382,448 
+235,480 
+198,399 
+166,885 
+109,566 
+(1) 
+On November 3, 2005, we announced the resignation of our
+CFO, Jonathan D. Nelson. On November 10, 2005, we announced
+that, based on information received by Company senior management
+on November 9, 2005, the Audit Committee of our Board of
+Directors began an investigation into an apparent embezzlement
+from us by Nelson. 
+On December 22, 2005, upon recommendation of Company
+management and the Audit Committee of our Board of Directors, we
+announced that based on the results to date of the internal
+investigation into the facts and circumstances surrounding the
+embezzlement by Nelson, we would restate previously issued
+financial statements and amend our previously issued Annual
+Report on
+Form 10-K for the
+year ended December 31, 2004 and Quarterly Reports on
+Form 10-Q for the
+periods ended March 31, June 30 and September 30,
+2005. These restatements reflect losses incurred as a result of
+payments made to or for the benefit of Nelson that had been
+recognized in our accounting records and previously issued
+financial statements as payments for assets and services that we
+did not receive. Previously issued financial statements have
+also been restated for the effects of the correction of other
+errors that are immaterial both individually and in the
+aggregate. These other adjustments relate primarily to
+previously reported property and equipment balances that
+resulted from our review of our property and equipment records
+and the underlying physical assets in connection with
+investigation of the embezzlement. We have restated such
+financial statements, and on March 17, 2006, we filed our
+amended Annual Report on Form
+10-K/A and on
+March 27, 2006, we filed our amended Quarterly Reports on
+Form 10-Q/A with the
+SEC. 
+21
+Table of Contents 
+Most of the embezzled funds result from Nelson causing the
+wiring of Company funds aggregating approximately
+$72.3 million, to, or for the benefit of, entities owned
+and controlled by him. Nelson was originally able to initiate
+these wire transfers by requesting the wire transfers himself in
+telephone calls to one of the Company’s banks. After
+changes to the Company’s internal controls and procedures
+in 2004, Nelson initiated the wire transfers through
+instructions to one of his subordinates and by the creation of
+fraudulent invoices containing forged senior management
+approvals. This false documentation was created by Nelson to
+conceal the true nature of these transactions from the Company
+and its independent registered public accountants.
+Nelson also instructed certain former employees, who worked
+under his supervision, to alter management reports related to
+property and equipment expenditures. Nelson also created
+fictitious property and equipment approval forms with forged
+signatures.
+The total amount embezzled was approximately $77.5 million
+in cash, excluding any tax effects, beginning with the year
+ended December 31, 1998 through November 3, 2005 as
+follows (in thousands): 
+From 1998 to
+December 31, 2004 
+$ 
+58,961 
+From January 1,
+2005 to September 30, 2005(1) 
+12,193 
+Total through
+September 30, 2005 
+71,154 
+From October 1,
+2005 to November 3, 2005 (net of $1,500 repayment)(1) 
+6,350 
+Total
+embezzlement 
+$ 
+77,504 
+(1) 
+The total amount embezzled during 2005 was $18,543,000 and the
+Company incurred $1,500,000 of professional fees and expenses as
+a result of the embezzlement. Accordingly, the total embezzled
+funds and related expenses in 2005 were $20,043,000. 
+The effects of the restatement due to the embezzlement and other
+adjustments on operating income as previously reported for 2004
+and prior years follow: 
+Years Ended December 31, 
+2004 
+2003 
+2002 
+2001 
+(In thousands) 
+Operating income (loss): 
+As previously reported 
+$ 
+171,214 
+$ 
+87,190 
+$ 
+3,398 
+$ 
+267,172 
+Adjustment for effects of embezzlement 
+(18,637 
+) 
+(17,375 
+) 
+(8,249 
+) 
+(7,461 
+) 
+Other adjustments 
+(4,110 
+) 
+(3,533 
+) 
+(2,041 
+) 
+10 
+As restated 
+$ 
+148,467 
+$ 
+66,282 
+$ 
+(6,892 
+) 
+$ 
+259,721 
+22
+Table of Contents 
+The effects of the restatement due to the embezzlement and other
+adjustments on net income as previously reported for 2004 and
+prior years follow: 
+Years Ended December 31, 
+2004 
+2003 
+2002 
+2001 
+(In thousands, except per share data) 
+Net income (loss): 
+As previously reported 
+$ 
+108,733 
+$ 
+56,419 
+$ 
+2,374 
+$ 
+164,162 
+Adjustments: 
+Embezzled funds expense 
+(19,122 
+) 
+(17,849 
+) 
+(8,574 
+) 
+(7,674 
+) 
+Embezzlement amounts previously expensed as depreciation and
+selling, general and administrative 
+485 
+474 
+325 
+213 
+Embezzlement expense, net of amounts previously expensed 
+(18,637 
+) 
+(17,375 
+) 
+(8,249 
+) 
+(7,461 
+) 
+Other adjustments 
+(4,110 
+) 
+(3,533 
+) 
+(2,041 
+) 
+10 
+Tax benefits 
+8,360 
+7,676 
+3,776 
+2,861 
+Net adjustment 
+(14,387 
+) 
+(13,232 
+) 
+(6,514 
+) 
+(4,590 
+) 
+Net income (loss) as restated 
+$ 
+94,346 
+$ 
+43,187 
+$ 
+(4,140 
+) 
+$ 
+159,572 
+Net income (loss) per common share: 
+Basic: 
+As previously reported 
+$ 
+0.65 
+$ 
+0.35 
+$ 
+0.02 
+$ 
+1.07 
+Adjustment for effects of embezzlement 
+$ 
+(0.07 
+) 
+$ 
+(0.07 
+) 
+$ 
+(0.03 
+) 
+$ 
+(0.03 
+) 
+Other adjustments 
+$ 
+(0.02 
+) 
+$ 
+(0.01 
+) 
+$ 
+(0.01 
+) 
+$ 
+— 
+As restated 
+$ 
+0.57 
+$ 
+0.27 
+$ 
+(0.03 
+) 
+$ 
+1.04 
+Diluted: 
+As previously reported 
+$ 
+0.64 
+$ 
+0.34 
+$ 
+0.01 
+$ 
+1.04 
+Adjustment for effects of embezzlement 
+$ 
+(0.07 
+) 
+$ 
+(0.07 
+) 
+$ 
+(0.03 
+) 
+$ 
+(0.03 
+) 
+Other adjustments 
+$ 
+(0.02 
+) 
+$ 
+(0.01 
+) 
+$ 
+(0.01 
+) 
+$ 
+— 
+As restated 
+$ 
+0.56 
+$ 
+0.26 
+$ 
+(0.03 
+) 
+$ 
+1.01 
+23
+Table of Contents 
+The effects of the restatement due to the embezzlement and
+other adjustments on selected balance sheet data as previously
+reported for 2004 and prior years follow: 
+December 31, 
+2004 
+2003 
+2002 
+2001 
+(In thousands) 
+Total assets: 
+As previously reported 
+$ 
+1,322,911 
+$ 
+1,084,114 
+$ 
+942,823 
+$ 
+869,642 
+Adjustment for effects of embezzlement: 
+Property and equipment and other 
+(56,133 
+) 
+(37,496 
+) 
+(20,121 
+) 
+(11,872 
+) 
+Income taxes receivable 
+— 
+(1,044 
+) 
+(807 
+) 
+(531 
+) 
+(56,133 
+) 
+(38,540 
+) 
+(20,928 
+) 
+(12,403 
+) 
+Other adjustments: 
+Property and equipment and other 
+(9,993 
+) 
+(5,883 
+) 
+(2,350 
+) 
+(309 
+) 
+Income taxes receivable 
+— 
+(170 
+) 
+(171 
+) 
+(75 
+) 
+(9,993 
+) 
+(6,053 
+) 
+(2,521 
+) 
+(384 
+) 
+As restated 
+$ 
+1,256,785 
+$ 
+1,039,521 
+$ 
+919,374 
+$ 
+856,855 
+Stockholders’ equity: 
+As previously reported 
+$ 
+1,007,539 
+$ 
+819,749 
+$ 
+737,731 
+$ 
+687,142 
+Adjustment for effects of embezzlement 
+(35,285 
+) 
+(23,496 
+) 
+(12,499 
+) 
+(7,373 
+) 
+Other adjustments 
+(10,753 
+) 
+(6,439 
+) 
+(984 
+) 
+572 
+As restated 
+$ 
+961,501 
+$ 
+789,814 
+$ 
+724,248 
+$ 
+680,341 
+Working capital: 
+As previously reported 
+$ 
+236,957 
+$ 
+199,613 
+$ 
+167,863 
+$ 
+110,172 
+Adjustment for effects of embezzlement 
+(1,311 
+) 
+(1,044 
+) 
+(807 
+) 
+(531 
+) 
+Other adjustments 
+(166 
+) 
+(170 
+) 
+(171 
+) 
+(75 
+) 
+As restated 
+$ 
+235,480 
+$ 
+198,399 
+$ 
+166,885 
+$ 
+109,566 
+24
+Table of Contents 
+Item 7. 
+Management’s Discussion and Analysis of Financial
+Condition and Results of Operations 
+This Item 7 contains forward-looking statements, which are
+made pursuant to the “Safe Harbor” provisions of the
+Private Securities Litigation Reform Act of 1995.
+The financial statements and related financial information for
+2004 and all prior years presented herein have been amended and
+restated on our Annual Report on
+Form 10-K/ A for
+the year ended December 31, 2004, filed on March 17,
+2006. The determination to restate these financial statements
+and other information was made as a result of management’s
+identification of an embezzlement. Further information on the
+restatement can be found in Note 2 to Consolidated
+Financial Statements included as a part of Item 8 of this
+Annual Report on
+Form 10-K. 
+Management Overview — We are a leading provider
+of contract services to the North American oil and natural gas
+industry. Our services primarily involve the drilling, on a
+contract basis, of land-based oil and natural gas wells and to a
+lesser extent, we provide pressure pumping services and drilling
+and completion fluid services. In addition to the aforementioned
+contract services, we also engage in the development,
+exploration, acquisition and production of oil and natural gas.
+For the three years ended December 31, 2005, our operating
+revenues consisted of the following (dollars in thousands):
+2005 
+2004 
+2003 
+Contract drilling 
+$ 
+1,485,684 
+86 
+% 
+$ 
+809,691 
+81 
+% 
+$ 
+639,694 
+82 
+% 
+Pressure pumping 
+93,144 
+5 
+66,654 
+7 
+46,083 
+6 
+Drilling and completion fluids 
+122,011 
+7 
+90,557 
+9 
+69,230 
+9 
+Oil and natural gas 
+39,616 
+2 
+33,867 
+3 
+21,163 
+3 
+$ 
+1,740,455 
+100 
+% 
+$ 
+1,000,769 
+100 
+% 
+$ 
+776,170 
+100 
+% 
+We provide our contract services to oil and natural gas
+operators in many of the oil and natural gas producing regions
+of North America. Our contract drilling operations are focused
+in various regions of Texas, New Mexico, Oklahoma, Louisiana,
+Mississippi, Colorado, Utah, Wyoming, Montana, North Dakota,
+South Dakota and Western Canada while our pressure pumping
+services are focused primarily in the Appalachian Basin. Our
+drilling and completion fluids services are provided to
+operators in Texas, Southeastern New Mexico, Oklahoma, the Gulf
+Coast region of Louisiana and the Gulf of Mexico. Our oil and
+natural gas operations are primarily focused in West and South
+Texas, Southeastern New Mexico, Utah and Mississippi.
+We have been a leading consolidator of the land-based contract
+drilling industry over the past several years increasing our
+drilling fleet to 403 rigs as of December 31, 2005.
+Based on publicly available information, we believe we are the
+second largest owner of land-based drilling rigs in North
+America. Our most significant transaction occurred in May 2001
+when we merged with UTI Energy Corp. in a merger of equals which
+basically doubled our drilling fleet and added the pressure
+pumping services business. Growth by acquisition has been a
+corporate strategy intended to expand both revenues and profits.
+The profitability of our business is most readily assessed by
+two primary indicators: our average number of rigs operating and
+our average revenue per operating day. During 2005, our average
+number of rigs operating increased to 276 from 211 in 2004 and
+our average revenue per operating day increased to $14,770 from
+$10,470 in 2004. Primarily due to these improvements, we
+experienced an increase of approximately $278 million, or
+295%, in consolidated net income in 2005.
+Our revenues, profitability and cash flows are highly dependent
+upon the market prices of oil and natural gas. During periods of
+improved commodity prices, the capital spending budgets of oil
+and natural gas operators tend to expand, which results in
+increased demand for our contract services. Conversely, in
+periods of time when these commodity prices deteriorate, the
+demand for our contract services generally weakens and we
+experience downward pressure on pricing for our services. In
+addition, our operations are highly impacted by competition, the
+availability of excess equipment, labor issues and various other
+factors which are more fully described as risk factors contained
+in Item 1A of this Report.
+25
+Table of Contents 
+Management believes that the liquidity of our balance sheet as
+of December 31, 2005, which includes approximately
+$382 million in working capital (including
+$136 million in cash), no long term debt and
+$144 million available under a $200 million line of
+credit (availability of $56 million is reserved for
+outstanding letters of credit) provides us with the ability to
+pursue acquisition opportunities, expand into new regions, make
+improvements to our assets and survive downturns in our industry.
+Embezzlement and Restatements — On
+November 3, 2005, we announced the resignation of our CFO,
+Jonathan D. Nelson. On November 10, 2005, we announced
+that, based on information received by Company senior management
+on November 9, 2005, the Audit Committee of our Board of
+Directors began an investigation into an apparent embezzlement
+from us by Nelson.
+On December 22, 2005, upon recommendation of Company
+management and the Audit Committee of our Board of Directors, we
+announced that based on the results to date of the internal
+investigation into the facts and circumstances surrounding the
+embezzlement by Nelson, we would restate previously issued
+financial statements and amend our previously issued Annual
+Report on
+Form 10-K for the
+year ended December 31, 2004 and Quarterly Reports on
+Form 10-Q for the
+periods ended March 31, June 30 and September 30,
+2005. These restatements reflect losses incurred as a result of
+payments made to or for the benefit of Nelson that had been
+recognized in our accounting records and previously issued
+financial statements as payments for assets and services that we
+did not receive. Previously issued financial statements have
+also been restated for the effects of the correction of other
+errors that are immaterial both individually and in the
+aggregate. These other adjustments relate primarily to
+previously reported property and equipment balances that
+resulted from our review of our property and equipment records
+and the underlying physical assets in connection with
+investigation of the embezzlement. We have restated such
+financial statements, and on March 17, 2006, we filed our
+amended Annual Report on Form
+10-K/A and on
+March 27, 2006, we filed our amended Quarterly Reports on
+Form 10-Q/A with the
+SEC.
+Most of the embezzled funds result from Nelson causing the
+wiring of Company funds aggregating approximately
+$72.3 million, to, or for the benefit of, entities owned
+and controlled by him. Nelson was originally able to initiate
+these wire transfers by requesting the wire transfers himself in
+telephone calls to one of the Company’s banks. After
+changes to the Company’s internal controls and procedures
+in 2004, Nelson initiated the wire transfers through
+instructions to one of his subordinates and by the creation of
+fraudulent invoices containing forged senior management
+approvals. This false documentation was created by Nelson to
+conceal the true nature of these transactions from the Company
+and its independent registered public accountants.
+Nelson also instructed certain former employees, who worked
+under his supervision, to alter management reports related to
+property and equipment expenditures. Nelson also created
+fictitious property and equipment approval forms with forged
+signatures.
+The total amount embezzled was approximately $77.5 million
+in cash, excluding any tax effects, beginning with the year
+ended December 31, 1998 through November 3, 2005 as
+follows (in thousands):
+From 1998 to
+December 31, 2004 
+$ 
+58,961 
+From January 1, 2005 to
+September 30, 2005(1) 
+12,193 
+Total through
+September 30, 2005 
+71,154 
+From October 1, 2005 to
+November 3, 2005 (net of $1,500 repayment)(1) 
+6,350 
+Total
+embezzlement 
+$ 
+77,504 
+(1) 
+The total amount embezzled during 2005 was $18,543,000 and the
+Company incurred $1,500,000 of professional fees and expenses as
+a result of the embezzlement. Accordingly, the total embezzled
+funds and related expenses in 2005 were $20,043,000. 
+Commitments and Contingencies — We maintain
+letters of credit in the aggregate amount of approximately
+$56 million for the benefit of various insurance companies
+as collateral for retrospective premiums and retained losses
+which could become payable under the terms of the underlying
+insurance contracts. These
+26
+Table of Contents 
+letters of credit expire at various times during each calendar
+year. No amounts have been drawn under the letters of credit.
+We have signed non-cancelable commitments to purchase
+$118 million of equipment to be received throughout 2006.
+Net income for the years ended December 31, 2005, 2004 and
+2003 include embezzled funds and related expenses of
+$20.0 million, $19.1 million and $17.8 million,
+respectively. On November 16, 2005, the SEC obtained a
+freeze order on Nelson’s assets (including assets held by
+entities controlled by him) and a Receiver was appointed to
+collect those assets. The Company understands that the Receiver
+will ultimately liquidate the assets and propose a plan to
+distribute the proceeds. While the Company believes it has a
+claim for at least the full amount embezzled, other creditors
+have or may assert claims on the assets held by the Receiver. As
+a result, recovery by the Company from the Receiver is uncertain
+as to timing and amount, if any. Recoveries, if any, will be
+recognized when they are considered collectable. Net income for
+the year ended December 31, 2002, includes a charge of
+$4.7 million related to the financial failure in 2002 of a
+workers’ compensation insurance carrier that had provided
+coverage for us in prior years. Net income for the year ended
+December 31, 2005, includes a charge of $4.2 million
+to increase this reserve.
+In December 2005, two purported derivative actions were filed in
+Texas state court in Scurry County, Texas, against our
+directors, alleging that the directors breached their fiduciary
+duties to us as a result of alleged failure to timely discover
+the embezzlement. The Board of Directors formed a special
+litigation committee to review and inquire about these
+allegations and recommend our response, if any. Further legal
+proceedings in these suits have been stayed pending completion
+of the work of the special litigation committee. The lawsuits
+seek recovery on behalf of and for us and do not seek recovery
+from us.
+Trading and investing — We have not engaged in
+trading activities that include high-risk securities, such as
+derivatives and non-exchange traded contracts. We invest cash
+primarily in highly liquid, short-term investments such as
+overnight deposits, money markets and highly rated municipal and
+commercial bonds.
+Description of business — We conduct our
+contract drilling operations in Texas, New Mexico, Oklahoma,
+Louisiana, Mississippi, Colorado, Utah, Wyoming, Montana, North
+Dakota, South Dakota and Western Canada. As of December 31,
+2005, we owned 403 drilling rigs. We provide pressure pumping
+services to oil and natural gas operators primarily in the
+Appalachian Basin. These services consist primarily of well
+stimulation and cementing for completion of new wells and
+remedial work on existing wells. We provide drilling fluids,
+completion fluids and related services to oil and natural gas
+operators in Texas, Southeastern New Mexico, Oklahoma, the Gulf
+Coast region of Louisiana and the Gulf of Mexico. Drilling and
+completion fluids are used by oil and natural gas operators
+during the drilling process to control pressure when drilling
+oil and natural gas wells. We are also engaged in the
+development, exploration, acquisition and production of oil and
+natural gas. Our oil and natural gas operations are focused
+primarily in producing regions in West and South Texas,
+Southeastern New Mexico, Utah and Mississippi.
+The North American land drilling industry has experienced many
+downturns in demand over the last decade. During these periods,
+there have been substantially more drilling rigs available than
+necessary to meet demand. As a result, drilling contractors have
+had difficulty sustaining profit margins during the downturn
+periods.
+In addition to adverse effects that future declines in demand
+could have on us, ongoing factors which could adversely affect
+utilization rates and pricing, even in an environment of
+stronger oil and natural gas prices and increased drilling
+activity, include:
+• 
+movement of drilling rigs from region to region, 
+• 
+reactivation of land-based drilling rigs, and 
+• 
+new construction of drilling rigs. 
+We cannot predict either the future level of demand for our
+contract drilling services or future conditions in the oil and
+natural gas contract drilling business.
+27
+Table of Contents 
+Critical Accounting Policies 
+In addition to established accounting policies, our consolidated
+financial statements are impacted by certain estimates and
+assumptions made by management. The following is a discussion of
+our critical accounting policies pertaining to property and
+equipment, oil and natural gas properties, goodwill, revenue
+recognition and the use of estimates.
+Property and equipment — Property and
+equipment, including betterments which extend the useful life of
+the asset, are stated at cost. Maintenance and repairs are
+charged to expense when incurred. We provide for the
+depreciation of our property and equipment using the
+straight-line method over the estimated useful lives. Our method
+of depreciation does not change when equipment becomes idle; we
+continue to depreciate idled equipment on a straight-line basis.
+No provision for salvage value is considered in determining
+depreciation of our property and equipment. We review our assets
+for impairment when events or changes in circumstances indicate
+that the carrying values of certain assets either exceed their
+respective fair values or may not be recovered over their
+estimated remaining useful lives. The cyclical nature of our
+industry has resulted in fluctuations in rig utilization over
+periods of time. Management believes that the contract drilling
+industry will continue to be cyclical and rig utilization will
+fluctuate. Based on management’s expectations of future
+trends, we estimate future cash flows in our assessment of
+impairment assuming the following four-year industry cycle: one
+year projected with low utilization, one year projected as a
+recovery period with improving utilization and the remaining two
+years projecting higher utilization. Provisions for asset
+impairment are charged to income when estimated future cash
+flows, on an undiscounted basis, are less than the asset’s
+net book value. Impairment charges are recorded based on
+discounted cash flows. There were no impairment charges to
+property and equipment during the years 2005, 2004 or 2003.
+Oil and natural gas properties — Oil and
+natural gas properties are accounted for using the successful
+efforts method of accounting. Under the successful efforts
+method of accounting, exploration costs which result in the
+discovery of oil and natural gas reserves and all development
+costs are capitalized to the appropriate well. Exploration costs
+which do not result in discovering oil and natural gas reserves
+are charged to expense when such determination is made. In
+accordance with Statement of Financial Accounting Standards
+No. 19, “Financial Accounting and Reporting by Oil and
+Gas Producing Companies,”
+(“SFAS No. 19”) costs of exploratory wells
+are initially capitalized to wells in progress until the outcome
+of the drilling is known. We review wells in progress quarterly
+to determine the related reserve classification. If the reserve
+classification is uncertain after one year following the
+completion of drilling, we consider the costs of the well to be
+impaired and recognize the costs as expense. Geological and
+geophysical costs, including seismic costs and costs to carry
+and retain undeveloped properties, are charged to expense when
+incurred. The capitalized costs of both developmental and
+successful exploratory type wells, consisting of lease and well
+equipment, lease acquisition costs and intangible development
+costs, are depreciated, depleted and amortized on the
+units-of -production
+method, based on engineering estimates of proved oil and natural
+gas reserves of each respective field. We review our proved oil
+and natural gas properties for impairment when an event occurs
+such as downward revisions in reserve estimates or decreases in
+oil and natural gas prices. Proved properties are grouped by
+field and undiscounted cash flow estimates are provided by an
+independent petroleum engineer. If the net book value of a field
+exceeds its undiscounted cash flow estimate, impairment expense
+is measured and recognized as the difference between its net
+book value and discounted cash flow. Unproved oil and natural
+gas properties are reviewed quarterly to determine impairment.
+Our intent to drill, lease expiration and abandonment of area
+are considered. Assessment of impairment is made on a
+lease-by-lease basis. If an unproved property is determined to
+be impaired, then costs related to that property are expensed.
+Impairment expense of approximately $4.4 million,
+$3.2 million and $1.4 million for the years ended
+December 31, 2005, 2004 and 2003, respectively, is included
+in depreciation, depletion and impairment in the accompanying
+financial statements.
+Goodwill — Goodwill is considered to have an
+indefinite useful economic life and is not amortized. As such,
+we assess impairment of our goodwill annually or on an interim
+basis if events or circumstances indicate that the fair value of
+the asset has decreased below its carrying value.
+28
+Table of Contents 
+Revenue recognition — Revenues are recognized
+when services are performed, except for revenues earned under
+turnkey contract drilling arrangements which are recognized
+using the completed contract method of accounting, as described
+below. We follow the
+percentage-of -completion
+method of accounting for footage contract drilling arrangements.
+Under the
+percentage-of -completion
+method, management estimates are relied upon in the
+determination of the total estimated expenses to be incurred
+drilling the well. Due to the nature of turnkey contract
+drilling arrangements and risks therein, we follow the completed
+contract method of accounting for such arrangements. Under this
+method, revenues and expenses related to a well in progress are
+deferred and recognized in the period the well is completed.
+Provisions for losses on incomplete or in-process wells are made
+when estimated total expenses are expected to exceed estimated
+total revenues.
+In accordance with Emerging Issues Task Force Issue
+No. 00-14, we
+recognize reimbursements received from third parties for
+out-of -pocket expenses
+incurred as revenues and account for
+out-of -pocket expenses
+as direct costs.
+Use of estimates — The preparation of financial
+statements in conformity with accounting principles generally
+accepted in the United States of America requires management to
+make certain estimates and assumptions that affect the reported
+amounts of assets and liabilities and disclosures of contingent
+assets and liabilities at the date of the financial statements
+and the reported amounts of revenues and expenses during the
+reporting period. Actual results could differ from such
+estimates.
+Key estimates used by management include:
+• 
+allowance for doubtful accounts, 
+• 
+total expenses to be incurred on footage and turnkey drilling
+contracts, 
+• 
+depreciation and depletion, 
+• 
+asset impairment, 
+• 
+reserves for self-insured levels of insurance coverages, and 
+• 
+fair values of assets and liabilities assumed in acquisitions. 
+For additional information on our accounting policies, see
+Note 1 of Notes to Consolidated Financial Statements
+included as a part of Item 8 of this Report.
+Related Party Transactions 
+We operate certain oil and natural gas properties in which
+certain of our affiliated persons have participated, either
+individually or through entities they control, in the prospects
+or properties in which we have an interest. These
+participations, which have been on a working interest basis,
+have been in prospects or properties we originated or acquired.
+At December 31, 2005, affiliated persons were working
+interest owners in 254 of 305 total wells we operated. We make
+sales of working interests to reduce our economic risk in the
+properties. Generally, it is more efficient for us to sell the
+working interests to these affiliated persons than to market
+them to unrelated third parties. Sales of working interests were
+made at cost, including our costs of acquiring and preparing the
+working interests for sale. These costs were paid by the working
+interest owners on a pro rata basis based upon their working
+interest ownership percentage. The price at which working
+interests were sold to affiliated persons was the same price at
+which working interests were sold to unaffiliated persons.
+Production revenues and joint interest costs of each of the
+affiliated persons during 2005 for all wells operated by us in
+which the affiliated persons have working interests are
+presented in the table below. These amounts do not necessarily
+represent their profits or losses from these interests because
+the joint interest costs do not include the parties’
+related drilling and leasehold acquisition costs incurred prior
+to January 1, 2005. These activities resulted in a payable
+to the affiliated persons of approximately $1.5 million and
+$1.2 million
+29
+Table of Contents 
+and a receivable from the affiliated persons of approximately
+$1.2 million and $856,000 at December 31, 2005 and
+2004, respectively.
+Year Ended 
+December 31, 2005 
+Joint 
+Production 
+Interest 
+Name 
+Revenues(1) 
+Costs(2) 
+Cloyce A. Talbott 
+$ 
+195,491 
+$ 
+49,668 
+Anita Talbott(3) 
+88,824 
+21,389 
+Jana Talbott, Executrix to the Estate of Steve Talbott(3) 
+19,373 
+2,871 
+Stan Talbott(3) 
+7,639 
+3,163 
+John Evan Talbott Trust(3) 
+3,725 
+987 
+Lisa Beck and Stacy Talbott(3) 
+1,158,657 
+492,839 
+SSI Oil & Gas, Inc.(4) 
+210,825 
+97,152 
+IDC Enterprises, Ltd.(5) 
+13,432,098 
+8,460,393 
+Subtotal 
+15,116,632 
+9,128,462 
+A. Glenn Patterson 
+122,348 
+29,075 
+Robert Patterson(6) 
+7,719 
+4,396 
+Thomas M. Patterson(6) 
+7,719 
+4,396 
+Subtotal 
+137,786 
+37,867 
+Jonathan D. Nelson, former Chief Financial Officer 
+290,506 
+381,506 
+Total 
+$ 
+15,544,924 
+$ 
+9,547,835 
+(1) 
+Revenues for production of oil and natural gas, net of state
+severance taxes. 
+(2) 
+Includes leasehold costs, tangible equipment costs, intangible
+drilling costs and lease operating expense billed during that
+period. All joint interest costs have been paid on a timely
+basis. 
+(3) 
+Anita Talbott is the wife of Cloyce A. Talbott. Stan Talbott,
+Lisa Beck and Stacy Talbott are Mr. Talbott’s adult
+children. Steve Talbott is the deceased son of Mr. Talbott.
+John Evan Talbott is Mr. Talbott’s grandson. 
+(4) 
+SSI Oil & Gas, Inc. is beneficially owned 50% by Cloyce
+A. Talbott and directly owned 50% by A. Glenn Patterson. 
+(5) 
+IDC Enterprises, Ltd. is 50% owned by Cloyce A. Talbott and 50%
+owned by A. Glenn Patterson. 
+(6) 
+Robert and Thomas M. Patterson are A. Glenn Patterson’s
+adult children. 
+In 2005, 2004 and 2003, we paid approximately $424,000, $914,000
+and $740,000, respectively, to TMP Truck and Trailer LP
+(“TMP”), during the period it was owned by Thomas M.
+Patterson (son of A. Glenn Patterson), for certain equipment and
+metal fabrication services. Purchases from TMP were at current
+market prices.
+In 2005 and 2004, we paid approximately $273,000 and $39,000,
+respectively, to Melco Services (“Melco”) for dirt
+contracting services and $59,000 and $44,000, respectively, to
+L&N Transportation (“L&N”) for water hauling
+services. Both entities are owned by Lance D. Nelson, brother of
+Jonathan D. Nelson. Purchases from Melco and L&N were at
+current market prices.
+See Note 2 of Notes to Consolidated Financial Statements
+included as a part of Item 8 of this Report for information
+pertaining to fraudulent payments made to or for the benefit of
+Jonathan D. Nelson, our former CFO.
+30
+Table of Contents 
+Liquidity and Capital Resources 
+As of December 31, 2005, we had working capital of
+$382 million including cash and cash equivalents of
+$136 million. For 2005, our sources of cash flow included:
+• 
+$460 million from operations, 
+• 
+$43 million from the exercise of stock options, and 
+• 
+$13 million from sales of property and equipment. 
+We used $74 million to purchase land drilling assets from
+Key Energy Services, Inc. and six additional land-based drilling
+rigs, $27 million to pay dividends on our common stock,
+$12 million to buy 355,000 shares of our common stock
+pursuant to the stock buyback program authorized by our Board of
+Directors on June 7, 2004 and $380 million:
+• 
+to make capital expenditures for the betterment and
+refurbishment of our drilling rigs, 
+• 
+to acquire and procure drilling equipment, 
+• 
+to fund capital expenditures for our pressure pumping and
+drilling and completion fluids divisions, and 
+• 
+to fund leasehold acquisition and exploration and development of
+oil and natural gas properties. 
+As of December 31, 2005, $400,000 of cash was pledged as
+collateral for losses which could become payable under the terms
+of our workers’ compensation insurance contracts and was
+therefore restricted as to use.
+In January 2005, we purchased land drilling assets of Key Energy
+Services, Inc. for $61.8 million. The assets acquired
+included 25 active and 10 stacked land-based drilling rigs,
+related drilling equipment, yard facilities and a rig moving
+fleet consisting of approximately 45 trucks and 100 trailers. In
+June 2005, we acquired one land-based drilling rig for
+$3.6 million. In September 2005, we acquired five
+land-based drilling rigs and related drilling equipment for
+$8.2 million. The transactions were accounted for as
+acquisitions of asset and the respective purchase prices were
+allocated among the assets acquired based on their estimated
+fair market values.
+We replaced our prior credit facility in December 2004 with a
+five-year, $200 million unsecured revolving line of credit
+(“LOC”). Interest is to be paid on outstanding LOC
+balances at a floating rate ranging from LIBOR plus 0.625% to
+1.0% or the prime rate. This arrangement includes various fees,
+including a commitment fee on the average daily unused amount
+(0.15% at December 31, 2005). There are customary
+restrictions and covenants associated with the LOC. Financial
+covenants provide for a maximum debt to capitalization ratio and
+a minimum interest coverage ratio. We do not expect that the
+restrictions and covenants will restrict our ability to operate
+or react to opportunities that might arise. Availability under
+the LOC is reduced by outstanding letters of credit which
+totaled $56 million at December 31, 2005. There were
+no outstanding borrowings under the LOC at December 31,
+2005.
+In February 2005, our Board of Directors approved an increase in
+the quarterly cash dividend on our common stock to
+$0.04 per share from $0.02 per share. The next
+quarterly cash dividend is to be paid to holders of record on
+March 15, 2006 and paid on March 30, 2006.
+On June 7, 2004, our Board of Directors authorized a stock
+buyback program for the purchase of up to $30 million of
+our outstanding common stock. During the second quarter of 2004,
+we purchased 100,000 shares of our common stock in the open
+market for approximately $1.5 million (adjusted to reflect
+the two-for-one stock split on June 30, 2004). During the
+fourth quarter of 2005, we purchased 355,000 shares of our
+common stock in the open market for approximately
+$12.2 million. These shares are included in treasury stock.
+On March 27, 2006, our Board of Directors increased the
+stock buyback program to allow the future purchases of up to
+$200 million of our outstanding common stock.
+We believe that the current level of cash and short-term
+investments, together with cash generated from operations,
+should be sufficient to meet our capital needs. From time to
+time, acquisition opportunities are
+31
+Table of Contents 
+evaluated. The timing, size or success of any acquisition and
+the associated capital commitments are unpredictable. Should
+opportunities for growth requiring capital arise, we believe we
+would be able to satisfy these needs through a combination of
+working capital, cash generated from operations, our existing
+credit facility and additional debt financing or equity
+financing. However, there can be no assurance that such capital
+would be available.
+Results of Operations 
+Comparison of the years ended December 31, 2005 and
+2004 
+A summary of operations by business segment for the years ended
+December 31, 2005 and 2004 follows:
+Years Ended December 31, 
+Restated 
+(See Note 2) 
+Contract Drilling 
+2005 
+2004 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+1,485,684 
+$ 
+809,691 
+83.5 
+% 
+Direct operating costs 
+$ 
+776,313 
+$ 
+556,869 
+39.4 
+% 
+Selling, general and administrative 
+$ 
+5,069 
+$ 
+4,417 
+14.8 
+% 
+Depreciation 
+$ 
+131,740 
+$ 
+101,779 
+29.4 
+% 
+Operating income 
+$ 
+572,562 
+$ 
+146,626 
+290.5 
+% 
+Operating days 
+100,591 
+77,355 
+30.0 
+% 
+Average revenue per operating day 
+$ 
+14.77 
+$ 
+10.47 
+41.1 
+% 
+Average direct operating costs per operating day 
+$ 
+7.72 
+$ 
+7.20 
+7.2 
+% 
+Number of owned rigs at end of period 
+403 
+361 
+11.6 
+% 
+Average number of rigs owned during period 
+397 
+359 
+10.6 
+% 
+Average rigs operating 
+276 
+211 
+30.8 
+% 
+Rig utilization percentage 
+69 
+% 
+59 
+% 
+16.9 
+% 
+Capital expenditures 
+$ 
+329,073 
+$ 
+140,945 
+133.5 
+% 
+The market price of natural gas remained high in 2005. In fact,
+the average market price of natural gas improved to
+$8.98 per Mcf in 2005 compared to $5.95 per Mcf in
+2004, resulting in an increase in demand for our contract
+drilling services. Our average number of rigs operating
+increased to 276 in 2005 from 211 in 2004. The average market
+price of natural gas and our average rigs operating for each of
+the fiscal quarters in 2005 and 2004 follow:
+1st 
+2nd 
+3rd 
+4th 
+Quarter 
+Quarter 
+Quarter 
+Quarter 
+2005: 
+Average natural gas price 
+$ 
+6.62 
+$ 
+7.14 
+$ 
+9.82 
+$ 
+12.64 
+Average rigs operating 
+263 
+265 
+283 
+292 
+2004: 
+Average natural gas price 
+$ 
+5.64 
+$ 
+6.13 
+$ 
+5.62 
+$ 
+6.42 
+Average rigs operating 
+197 
+203 
+216 
+229 
+Revenues and direct operating costs increased as a result of the
+increased number of operating days, as well as an increase in
+the average revenue and average direct operating costs per
+operating day. Operating days and average rigs operating
+increased as a result of the increased demand for our contract
+drilling services, the acquisition of land drilling assets from
+Key Energy Services, Inc. in January 2005 and activation of
+refurbished stacked rigs. Average revenue per operating day
+increased as a result of increased demand and pricing for our
+drilling services. Significant capital expenditures were
+incurred during 2005 to activate additional drilling rigs to
+meet increased demand, to modify and upgrade our existing
+drilling rigs and to acquire additional related equipment such
+as drill pipe, drill collars, engines, fluid circulating
+systems, rig hoisting systems and safety
+32
+Table of Contents 
+enhancement equipment. Increased depreciation expense in 2005
+was due to acquisitions and capital expenditures in 2004 and
+2005.
+Years Ended December 31, 
+Pressure Pumping 
+2005 
+2004 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+93,144 
+$ 
+66,654 
+39.7 
+% 
+Direct operating costs 
+$ 
+54,956 
+$ 
+37,561 
+46.3 
+% 
+Selling, general and administrative 
+$ 
+9,430 
+$ 
+7,234 
+30.4 
+% 
+Depreciation 
+$ 
+7,094 
+$ 
+5,112 
+38.8 
+% 
+Operating income 
+$ 
+21,664 
+$ 
+16,747 
+29.4 
+% 
+Total jobs 
+9,615 
+7,444 
+29.2 
+% 
+Average revenue per job 
+$ 
+9.69 
+$ 
+8.95 
+8.3 
+% 
+Average direct operating costs per job 
+$ 
+5.72 
+$ 
+5.05 
+13.3 
+% 
+Capital expenditures 
+$ 
+25,508 
+$ 
+17,705 
+44.1 
+% 
+Revenues and direct operating costs for our pressure pumping
+operations increased as a result of the increased number of
+jobs, as well as an increase in the average revenue and average
+direct operating costs per job. The increase in jobs in 2005 was
+largely due to our expanded operations in the Appalachian
+regions of Kentucky, Tennessee and West Virginia, as well as
+increased demand for our services resulting from the improved
+industry conditions as discussed in “Contract
+Drilling” above. Increased average revenue per job was due
+primarily to increased pricing for our services. Selling,
+general and administrative expenses increased largely as a
+result of the expanding operations of the pressure pumping
+segment. Increased depreciation expense during 2005 was largely
+due to the expansion of the pressure pumping segment from 2003
+through 2005 and related expenditures to acquire necessary
+equipment to facilitate the growth. Capital expenditures
+increased in 2005 compared to 2004 due to further expansion of
+services into Tennessee and Wyoming as well as modifications and
+upgrades to existing equipment and facilities.
+Years Ended December 31, 
+Restated 
+(See Note 2) 
+Drilling and Completion Fluids 
+2005 
+2004 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+122,011 
+$ 
+90,557 
+34.7 
+% 
+Direct operating costs 
+$ 
+98,530 
+$ 
+76,503 
+28.8 
+% 
+Selling, general and administrative 
+$ 
+8,912 
+$ 
+7,696 
+15.8 
+% 
+Depreciation 
+$ 
+2,368 
+$ 
+2,156 
+9.8 
+% 
+Other operating 
+$ 
+254 
+$ 
+— 
+N/A 
+% 
+Operating income 
+$ 
+11,947 
+$ 
+4,202 
+184.3 
+% 
+Total jobs 
+1,980 
+2,205 
+(10.2 
+)% 
+Average revenue per job 
+$ 
+61.62 
+$ 
+41.07 
+50.0 
+% 
+Average direct operating costs per job 
+$ 
+49.76 
+$ 
+34.70 
+43.4 
+% 
+Capital expenditures 
+$ 
+3,042 
+$ 
+1,488 
+104.4 
+% 
+Revenues and direct operating costs increased as a result of an
+increase in the average revenue and direct operating costs per
+job. Average revenue and direct operating costs per job
+increased primarily as a result of an increase in the size of
+our offshore jobs. Selling, general and administrative expense
+increased primarily due to increased incentive compensation
+resulting from higher profitability levels. Other expense from
+operations
+33
+Table of Contents 
+includes a charge of $254,000 representing the deductible
+portion of the Company’s insurance coverage for damage
+caused by the hurricanes in August and September 2005.
+Years Ended December 31, 
+Oil and Natural Gas Production and Exploration 
+2005 
+2004 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+39,616 
+$ 
+33,867 
+17.0 
+% 
+Direct operating costs 
+$ 
+9,566 
+$ 
+7,978 
+19.9 
+% 
+Selling, general and administrative 
+$ 
+2,189 
+$ 
+1,816 
+20.5 
+% 
+Depreciation, depletion and impairment 
+$ 
+14,456 
+$ 
+13,309 
+8.6 
+% 
+Operating income 
+$ 
+13,405 
+$ 
+10,764 
+24.5 
+% 
+Capital expenditures 
+$ 
+17,163 
+$ 
+14,451 
+18.8 
+% 
+Average net daily oil production (Bbls) 
+860 
+1,071 
+(19.7 
+)% 
+Average net daily gas production (Mcf) 
+7,016 
+7,429 
+(5.6 
+)% 
+Average oil sales price (per Bbl) 
+$ 
+54.30 
+$ 
+39.12 
+38.8 
+% 
+Average gas sales price (per Mcf) 
+$ 
+7.64 
+$ 
+5.81 
+31.5 
+% 
+Revenues increased due to increased market prices for oil and
+natural gas. Direct operating costs increased as a result of
+higher oilfield service cost and production taxes. Average net
+daily oil production decreased as a result of production
+declines and the sale of certain oil properties during 2005.
+Average net daily gas production also decreased as a result of
+the sale of certain natural gas properties, however, this
+decrease was partially offset by an increase in production.
+Depreciation, depletion and impairment expense includes
+approximately $4.4 million and $3.2 million of
+expenses incurred during 2005 and 2004, respectively, to impair
+certain oil and natural gas properties.
+Years Ended December 31, 
+Restated 
+(See Note 2) 
+Corporate and Other 
+2005 
+2004 
+% Change 
+(Dollars in thousands) 
+Selling, general and administrative 
+$ 
+13,510 
+$ 
+10,820 
+24.9 
+% 
+Bad debt expense 
+$ 
+1,231 
+$ 
+897 
+37.2 
+% 
+Depreciation 
+$ 
+735 
+$ 
+444 
+65.5 
+% 
+Other operating (including gain or loss on sale of assets) 
+$ 
+2,763 
+$ 
+(1,411 
+) 
+N/A 
+% 
+Embezzled funds and related expenses 
+$ 
+20,043 
+$ 
+19,122 
+4.8 
+% 
+Interest income 
+$ 
+3,551 
+$ 
+1,140 
+211.5 
+% 
+Interest expense 
+$ 
+516 
+$ 
+695 
+(25.8 
+)% 
+Other income 
+$ 
+428 
+$ 
+235 
+82.1 
+% 
+Capital expenditures 
+$ 
+5,308 
+$ 
+— 
+N/A 
+% 
+Selling, general and administrative expenses increased primarily
+as a result of payroll taxes attributable to the exercise of
+employee stock options, increased professional fees and
+additional compensation expense related to the issuance of
+restricted shares to certain key employees in 2004 and 2005.
+Embezzled funds and related expenses includes fraudulent
+payments made to or for the benefit of Jonathan D. Nelson, our
+former CFO, for assets and services that were not received by
+the Company and professional fees and expenses incurred as a
+result of the embezzlement. Other expense from operations in
+2005 includes a charge of $4.2 million to increase reserves
+related to the financial failure of a workers’ compensation
+insurance carrier used previously by the Company.
+34
+Table of Contents 
+Comparison of the years ended December 31, 2004 and
+2003 
+A summary of operations by business segment for the years ended
+December 31, 2004 and 2003 follows:
+Restated (See Note 2) 
+Years Ended December 31, 
+Contract Drilling 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+809,691 
+$ 
+639,694 
+26.6 
+% 
+Direct operating costs 
+$ 
+556,869 
+$ 
+475,224 
+17.2 
+% 
+Selling, general and administrative 
+$ 
+4,417 
+$ 
+4,401 
+0.4 
+% 
+Depreciation 
+$ 
+101,779 
+$ 
+87,255 
+16.6 
+% 
+Operating income 
+$ 
+146,626 
+$ 
+72,814 
+101.4 
+% 
+Operating days 
+77,355 
+68,798 
+12.4 
+% 
+Average revenue per operating day 
+$ 
+10.47 
+$ 
+9.30 
+12.6 
+% 
+Average direct operating costs per operating day 
+$ 
+7.20 
+$ 
+6.91 
+4.2 
+% 
+Number of owned rigs at end of period 
+361 
+343 
+5.2 
+% 
+Average number of rigs owned during period 
+359 
+336 
+6.8 
+% 
+Average rigs operating 
+211 
+188 
+12.2 
+% 
+Rig utilization percentage 
+59 
+% 
+56 
+% 
+5.4 
+% 
+Capital expenditures 
+$ 
+140,945 
+$ 
+77,350 
+82.2 
+% 
+The market price of natural gas remained high in 2004. In fact,
+the average market price of natural gas improved to
+$5.95 per Mcf in 2004 compared to $5.45 per Mcf in
+2003, resulting in an increase in demand for our contract
+drilling services. Our average number of rigs operating
+increased to 211 in 2004 from 188 in 2003. The average market
+price of natural gas and our average rigs operating for each of
+the fiscal quarters in 2004 and 2003 follow:
+1st 
+2nd 
+3rd 
+4th 
+Quarter 
+Quarter 
+Quarter 
+Quarter 
+2004: 
+Average natural gas price 
+$ 
+5.64 
+$ 
+6.13 
+$ 
+5.62 
+$ 
+6.42 
+Average rigs operating 
+197 
+203 
+216 
+229 
+2003: 
+Average natural gas price 
+$ 
+5.91 
+$ 
+5.70 
+$ 
+4.88 
+$ 
+5.29 
+Average rigs operating 
+176 
+195 
+192 
+191 
+Revenues and direct operating costs increased as a result of the
+increased number of operating days, as well as an increase in
+the average revenue and direct operating costs per operating day
+in 2004. Average revenue per operating day increased as a result
+of increased demand and pricing for our contract drilling
+services. Significant capital expenditures were incurred during
+2004 to activate additional drilling rigs to meet increased
+demand, to modify and upgrade our existing drilling rigs and to
+acquire additional related equipment such as drill pipe, drill
+collars, engines, fluid circulating systems, rig hoisting
+systems and safety enhancement
+35
+Table of Contents 
+equipment. Increased depreciation expense in 2004 was due
+primarily to capital expenditures in 2003 and 2004, as well as
+acquisitions.
+Years Ended December 31, 
+Pressure Pumping 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+66,654 
+$ 
+46,083 
+44.6 
+% 
+Direct operating costs 
+$ 
+37,561 
+$ 
+26,184 
+43.5 
+% 
+Selling, general and administrative 
+$ 
+7,234 
+$ 
+5,683 
+27.3 
+% 
+Depreciation 
+$ 
+5,112 
+$ 
+3,774 
+35.5 
+% 
+Operating income 
+$ 
+16,747 
+$ 
+10,442 
+60.4 
+% 
+Total jobs 
+7,444 
+5,667 
+31.4 
+% 
+Average revenue per job 
+$ 
+8.95 
+$ 
+8.13 
+10.1 
+% 
+Average direct operating costs per job 
+$ 
+5.05 
+$ 
+4.62 
+9.3 
+% 
+Capital expenditures 
+$ 
+17,705 
+$ 
+10,524 
+68.2 
+% 
+Revenues and direct operating costs for our pressure pumping
+operations increased as a result of the increased number of
+jobs, as well as an increase in the average revenue and average
+direct operating costs per job. The increase in jobs in 2004 was
+largely due to our expanded operations in the Appalachian
+regions of Kentucky, Tennessee and West Virginia, as well as
+increased demand for our services resulting from the improved
+industry conditions as discussed in “Contract
+Drilling” above. Increased average revenue per job was due
+primarily to increased pricing for our services. Selling,
+general and administrative expenses increased largely as a
+result of the expanding operations of the pressure pumping
+segment. Increased depreciation expense during 2004 was largely
+due to the expansion of the pressure pumping segment during 2004
+and 2003 and related expenditures to acquire necessary equipment
+to facilitate the growth. Capital expenditures increased in 2004
+compared to 2003 due to further expansion of services into
+Tennessee and Wyoming as well as modifications and upgrades to
+existing equipment and facilities.
+Years Ended December 31, 
+Restated (See Note 2) 
+Drilling and Completion Fluids 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+90,557 
+$ 
+69,230 
+30.8 
+% 
+Direct operating costs 
+$ 
+76,503 
+$ 
+61,424 
+24.5 
+% 
+Selling, general and administrative 
+$ 
+7,696 
+$ 
+7,447 
+3.3 
+% 
+Depreciation 
+$ 
+2,156 
+$ 
+2,279 
+(5.4 
+)% 
+Operating income (loss) 
+$ 
+4,202 
+$ 
+(1,920 
+) 
+N/A 
+% 
+Total jobs 
+2,205 
+1,931 
+14.2 
+% 
+Average revenue per job 
+$ 
+41.07 
+$ 
+35.85 
+14.6 
+% 
+Average direct operating costs per job 
+$ 
+34.70 
+$ 
+31.81 
+9.1 
+% 
+Capital expenditures 
+$ 
+1,488 
+$ 
+912 
+63.2 
+% 
+The number of jobs increased as a result of the improved
+industry conditions as discussed in “Contract
+Drilling” above, as well as increased drilling activity in
+the Gulf of Mexico. Revenues and direct operating costs
+increased in 2004 primarily as a result of the increased number
+of jobs, as well as an increase in the
+36
+Table of Contents 
+average revenue and direct operating costs per job. Average
+revenue and direct operating costs per job increased primarily
+as a result of an increase in the number of larger jobs
+completed in the Gulf of Mexico.
+Years Ended December 31, 
+Oil and Natural Gas Production and Exploration 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+33,867 
+$ 
+21,163 
+60.0 
+% 
+Direct operating costs 
+$ 
+7,978 
+$ 
+4,808 
+65.9 
+% 
+Selling, general and administrative 
+$ 
+1,816 
+$ 
+1,489 
+22.0 
+% 
+Depreciation, depletion and impairment 
+$ 
+13,309 
+$ 
+7,082 
+87.9 
+% 
+Operating income 
+$ 
+10,764 
+$ 
+7,784 
+38.3 
+% 
+Capital expenditures 
+$ 
+14,451 
+$ 
+10,015 
+44.3 
+% 
+Average net daily oil production (Bbls) 
+1,071 
+788 
+35.9 
+% 
+Average net daily gas production (Mcf) 
+7,429 
+5,656 
+31.3 
+% 
+Average oil sales price (per Bbl) 
+$ 
+39.12 
+$ 
+30.54 
+28.1 
+% 
+Average gas sales price (per Mcf) 
+$ 
+5.81 
+$ 
+4.97 
+16.9 
+% 
+Oil and gas revenues and direct operating costs increased in
+2004 compared to 2003, primarily due to the oil and natural gas
+properties acquired in the acquisition of TMBR during February
+2004 and increased market prices received for oil and natural
+gas during 2004. Direct operating costs further increased as a
+result of approximately $600,000 of dry hole costs incurred
+during 2004. Depreciation, depletion and impairment expense
+increased in 2004 primarily as a result of increased production
+and an increase of approximately $1.8 million of expenses
+incurred to impair certain oil and natural gas properties.
+Years Ended December 31, 
+Restated (See Note 2) 
+Corporate and Other 
+2004 
+2003 
+% Change 
+(Dollars in thousands) 
+Selling, general and administrative 
+$ 
+10,820 
+$ 
+8,665 
+24.9 
+% 
+Bad debt expense 
+$ 
+897 
+$ 
+259 
+246.3 
+% 
+Depreciation 
+$ 
+444 
+$ 
+444 
+— 
+% 
+Other operating (including gain or loss on sale of assets) 
+$ 
+(1,411 
+) 
+$ 
+(4,379 
+) 
+67.8 
+% 
+Embezzled funds expense 
+$ 
+19,122 
+$ 
+17,849 
+7.1 
+% 
+Interest income 
+$ 
+1,140 
+$ 
+1,116 
+2.2 
+% 
+Interest expense 
+$ 
+695 
+$ 
+292 
+138.0 
+% 
+Other income 
+$ 
+235 
+$ 
+1,870 
+(87.4 
+)% 
+Selling, general and administrative expenses increased primarily
+as a result of increased professional expenses (including
+expenses incurred during 2004 to comply with the requirements of
+Section 404 of the Sarbanes-Oxley Act of 2002) and
+additional compensation expense related to the issuance of
+restricted shares to certain key employees. Embezzled funds
+expense includes fraudulent payments made to or for the benefit
+of Jonathan D. Nelson, our former CFO, for assets and services
+that were not received by the Company. Interest expense in 2004
+included approximately $445,000 of termination fees and other
+related charges incurred as a result of the replacement of our
+credit facility. Restructuring and other charges in 2003
+includes a $2.5 million payment received as settlement for
+contract drilling services previously provided in Mexico by our
+wholly-owned subsidiary, Norton Drilling Company Mexico, Inc.
+The receivable had been reserved as uncollectible at the time of
+our acquisition of Norton Drilling Company Mexico, Inc. in 1999.
+Other income in 2003 includes approximately $1.7 million
+representing our pro rata share of the net income of TMBR using
+the equity method of accounting.
+37
+Table of Contents 
+Income Taxes 
+Years Ended December 31, 
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+(Dollars in thousands) 
+Income before income tax 
+$ 
+584,759 
+$ 
+149,147 
+$ 
+68,976 
+Income tax expense 
+212,019 
+54,801 
+25,320 
+Effective tax rate 
+36.3 
+% 
+36.7 
+% 
+36.7 
+% 
+The significance of the impact of the permanent differences to
+our effective income tax rate in 2005 was largely attributable
+to the new Domestic Production Activities Deduction. The
+deduction was enacted as part of the American Jobs Creation Act
+of 2004 effective for taxable years after December 31,
+2004. The act allows a deduction of 3% in 2005 or 2006, 6% in
+2007, 2008 or 2009, and 9% 2010 and after on the lesser of
+qualified production activities income or taxable income. Our
+effective income tax rate of 36.7% for 2004 and 2003 is
+primarily attributable to a Federal rate of 35.0% and state
+income tax rates of 1.6% and 1.5%, respectively. The impact of
+permanent differences was not significant in 2004 or 2003.
+For tax purposes, we have available at December 31, 2005,
+Federal net operating loss carryforwards of approximately
+$11 million and $118,000 of alternative minimum tax credit
+carryforwards. These carryforwards are attributable to the
+acquisition of TMBR in February 2004.
+The net operating loss carryforwards, if unused, are scheduled
+to expire as follows: 2006 — $1 million,
+2011 — $2 million, 2018 —
+$4 million and 2019 — $4 million. The
+alternative minimum tax credit may be carried forward
+indefinitely.
+We record deferred Federal income taxes based primarily on the
+relationship between the amount of our unused Federal net
+operating loss carryforwards and the temporary differences
+between the book basis and tax basis in our assets. Deferred tax
+assets and liabilities are measured using enacted tax rates
+expected to apply to taxable income in the year in which those
+temporary differences are expected to be settled. As a result of
+fully recognizing the benefit of our deferred income taxes, we
+incur deferred income tax expense as these benefits are
+utilized. We incurred deferred income tax expense of
+approximately $17.1 million, $14.8 million and
+$10.0 million for 2005, 2004 and 2003, respectively.
+Volatility of Oil and Natural Gas Prices 
+Our revenue, profitability and rate of growth are substantially
+dependent upon prevailing prices for oil and natural gas, with
+respect to all of our operating segments. For many years, oil
+and natural gas prices and markets have been volatile. Prices
+are affected by market supply and demand factors as well as
+international military, political and economic conditions, and
+the ability of OPEC, to set and maintain production and price
+targets. All of these factors are beyond our control. Natural
+gas prices fell from an average of $6.23 per Mcf in the
+first quarter of 2001 to an average of $2.51 per Mcf for
+the same period in 2002. During this same period, the average
+number of our rigs operating dropped by approximately 50%. The
+average market price of natural gas improved from $3.36 in 2002
+to and $8.98 in 2005, resulting in an increase in demand for our
+drilling services. Our average number of rigs operating
+increased from 126 in 2002 to 276 in 2005. We expect oil and
+natural gas prices to continue to be volatile and to affect our
+financial condition and operations and ability to access sources
+of capital. A significant decrease in expected market prices for
+natural gas could result in a material decrease in demand for
+drilling rigs and reduction in our operation results.
+The North American land drilling industry has experienced many
+downturns in demand over the last decade. During these periods,
+there have been substantially more drilling rigs available than
+necessary to meet demand. As a result, drilling contractors have
+had difficulty sustaining profit margins during the downturn
+periods.
+38
+Table of Contents 
+Impact of Inflation 
+We believe that inflation will not have a significant near-term
+impact on our financial position.
+Recently-Issued Accounting Standards 
+The Financial Accounting standards Board (“FASB”)
+issued Staff Position FIN 47, Accounting for Conditional
+Asset Retirement Obligations (“FIN 47”), an
+interpretation of FASB Statement No. 143, in March 2005.
+The statement clarifies the term “conditional asset
+retirement obligation” as used in FASB 143. The provisions
+of FIN 47, which the Company adopted on December 31,
+2005, did not have a material impact on the Company’s
+financial position or results of operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 123 (revised 2004), Share-Based Payment
+(“SFAS 123(R)”) in December 2004; it replaces
+FASB Statement of Financial Accounting Standards No. 123,
+Accounting for Stock-Based Compensation, and supersedes
+Accounting Principles Board Opinion No. 25, Accounting
+for Stock Issued to Employees. Under SFAS 123(R),
+companies would have been required to implement the standard as
+of the beginning of the first interim reporting period that
+begins after June 15, 2005. However, in April 2005, the SEC
+announced the adoption of an Amendment to
+Rule 4-01(a) of
+Regulation S-X 
+regarding the compliance date for SFAS 123(R) that amends
+the compliance dates and allows companies to implement
+SFAS 123(R) beginning with the first annual reporting
+period beginning on or after June 15, 2005. The Company
+intends to adopt SFAS 123(R) on January 1, 2006.
+We currently use the intrinsic value method to value stock
+options, and accordingly, no compensation expense has been
+recognized for stock options since we grant stock options with
+exercise prices equal to our common stock market price on the
+date of the grant. SFAS 123(R) requires the expensing of
+all stock-based compensation, including stock options and
+restricted shares, using the fair value method. We intend to
+expense stock options using the Modified Prospective Transition
+method as described in SFAS 123(R). This method will
+require expense to be recognized for stock options over their
+respective remaining vesting periods. No expense will be
+recognized for stock options vested in periods prior to the
+adoption of SFAS 123(R). We are evaluating the impact of
+the adoption of SFAS 123(R) on our results of operations
+and financial position. Adoption is not expected to have a
+material effect on our financial position or results of
+operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 151, Inventory Costs — an amend of ARB
+No. 43, Chapter 4 (“SFAS 151”).
+SFAS 151 is effective, and will be adopted, for inventory
+costs incurred during fiscal years beginning after June 15,
+2005 and is to be applied prospectively. SFAS 151 amends
+the guidance in ARB No. 43, Chapter 4, Inventory
+Pricing, to require current period recognition of abnormal
+amounts of idle facility expense, freight, handling costs and
+wasted material (spoilage). Adoption is not expected to have a
+material effect on our financial position or results of
+operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 153, Exchanges of Nonmonetary Assets — an
+amendment of APB Opinion No. 29
+(“SFAS 153”). FAS 153 is effective, and
+will be adopted, for nonmonetary asset exchanges occurring in
+fiscal periods beginning after June 15, 2005 and is to be
+applied prospectively. SFAS 153 eliminates the exception
+for fair value treatment of nonmonetary exchanges of similar
+productive assets and replaces it with a general exception for
+exchanges of nonmonetary assets that do not have commercial
+substance. A nonmonetary exchange has commercial substance if
+the future cash flows of the entity are expected to change
+significantly as a result of the exchange. Adoption is not
+expected to have a material effect on our financial position or
+results of operations.
+The FASB issued Statement of Financial Accounting standards
+No. 154, Accounting changes and Error
+Corrections — a replacement of APB Opinion No. 20
+and FASB Statement No. 3 (“SFAS 145”).
+SFAS 154 is effective, and will be adopted for accounting
+changes made in fiscal years beginning after December 15,
+2005 and is to be applied retrospectively. SFAS 154
+requires that retroactive application of a change in accounting
+principle be limited to the direct effects of the change.
+Adoption is not expected to have a material effect on the
+Company’s financial position or results of operations.
+39
+Table of Contents 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market
+Risk 
+We currently have no exposure to interest rate market risk as we
+have no outstanding balance under our credit facility. Should we
+incur a balance in the future, we would have exposure associated
+with the floating rate of the interest charged on that balance.
+The revolving credit facility calls for periodic interest
+payments at a floating rate ranging from LIBOR plus 0.625% to
+1.0% or at the prime rate. The applicable rate above LIBOR is
+based upon our debt to capitalization ratio. Our exposure to
+interest rate risk due to changes in LIBOR is not expected to be
+material.
+We conduct some business in Canadian dollars through our
+Canadian land-based drilling operations. The exchange rate
+between Canadian dollars and U.S. dollars has fluctuated
+during the last several years. If the value of the Canadian
+dollar against the U.S. dollar weakens, revenues and
+earnings of our Canadian operations will be reduced and the
+value of our Canadian net assets will decline when they are
+translated to U.S. dollars.
+Item 8. 
+Financial Statements and Supplementary Data. 
+Financial Statements are filed as a part of this Report at the
+end of Part IV hereof beginning at page F-1, Index to
+Consolidated Financial Statements, and are incorporated herein
+by this reference.
+Item 9. 
+Changes in and Disagreements with Accountants on
+Accounting and Financial Disclosure. 
+None.
+Item 9A. 
+Controls and Procedures. 
+Background to the Fraud and Restatement 
+In November 2005, the Company discovered that its former Chief
+Financial Officer, Jonathan D. Nelson (“Nelson”), had
+fraudulently diverted approximately $78 million in Company
+funds for his own benefit. Nelson’s fraudulent diversions
+began in 1998 and continued until the fourth quarter of 2005
+when he resigned from the Company. The funds fraudulently
+diverted were recorded as payments for assets or services that
+were not actually received by the Company.
+Beginning in 1998, and continuing until late 2000, Nelson wrote
+a series of checks aggregating approximately $4.9 million
+to himself and to, or for the benefit of, a company owned and
+controlled by him. During this time, Nelson had check writing
+authority on the Company’s principal funding account, and
+also had the ability to intercept bank statement information
+sent to the Company. When Nelson intercepted that information,
+he removed the cancelled checks reflecting the embezzled funds
+from the bank statements and then provided false information to
+other Company employees regarding those checks. Company
+employees used the false information Nelson provided in
+recording the transactions.
+In 1999, Nelson gained access to a form authorizing his salary
+increase and improperly added a provision to it that created an
+additional expense allowance benefit of $2,000 per month, along
+with a provision making the salary increase and unauthorized
+expense allowance retroactive for several months. Nelson added
+these provisions himself and then forged the initials of the
+Company’s Chief Executive Officer on the form as
+authorization for these non-approved payments.
+Beginning in December 2000 and continuing until October 2005,
+Nelson caused the wiring of Company funds aggregating
+approximately $70.2 million to, or for the benefit of,
+entities owned and controlled by him. Nelson was originally able
+to initiate these wire transfers by requesting the wire
+transfers himself in telephone calls to one of the
+Company’s banks. After changes to the Company’s
+internal controls and procedures in 2004, Nelson initiated the
+wire transfers through instructions to one of his subordinates
+and by the creation of fraudulent invoices containing forged
+senior management approvals.
+In connection with an acquisition by the Company in early 2004,
+Nelson also used a wire transfer to fraudulently divert funds
+from the Company. At the time of the acquisition, Nelson
+initiated a wire transfer for approximately $2.1 million by
+sending an email to one of his subordinates in which he falsely
+represented that
+40
+Table of Contents 
+the wired funds were to be used to pay off the seller’s
+obligation for an aircraft maintenance agreement relating to the
+acquired business. In reality, Nelson used the funds to purchase
+an airplane for his personal use.
+Finally, in October 2004, Nelson diverted Company funds of
+approximately $1.6 million to finance an investment in a
+company. Nelson accomplished the fraudulent diversion of Company
+funds by improperly directing the bank to fund Nelson’s
+personal investment.
+After Nelson resigned from the Company in November 2005, the
+Company became aware that Nelson had fraudulently diverted
+Company funds. As a result, the Audit Committee of the Board of
+Directors commenced an investigation into Nelson’s
+activities. The Audit Committee retained independent counsel and
+independent forensic accountants to assist with the
+investigation.
+The investigation confirmed the above facts and revealed that
+Nelson exploited the reliance placed on him to create an
+environment at the Company which discouraged routine
+communication concerning financial and business information
+within the organization between senior management (other than
+Nelson) and those employees engaged in the Company’s
+financial reporting and accounting functions (other than
+Nelson). Nelson also discouraged communication between employees
+involved in financial reporting and accounting functions and
+those involved in operational activities. The control
+environment at the Company resulted in Company employees placing
+trust in Nelson and placed Nelson at the center of information
+flows about financial reporting and accounting matters.
+The control environment allowed Nelson to override certain of
+the Company’s internal controls and procedures, and
+contributed to the failure of Company employees charged with
+certain financial and accounting duties to exercise appropriate
+judgment, skepticism and objectivity, such that prevention or
+detection of the override of established policies, procedures,
+controls and Nelson’s inappropriate transactions did not
+occur while Nelson was employed by the Company. This allowed
+Nelson to make unauthorized payments for assets that were not,
+in fact, ordered by or delivered to the Company, and for
+services that were not actually provided to the Company and to
+conceal the fraudulent transactions within the Company’s
+accounting and financial records and reports.
+On December 22, 2005, the Company announced that the Audit
+Committee of the Board of Directors had concluded that it was
+necessary to restate its previously reported consolidated
+financial statements for the years ended December 31, 2004,
+2003 and 2002. The Company also restated its previously reported
+consolidated financial statements for the first three quarters
+of 2005 and all quarters in 2004 and 2003. The Company filed an
+Annual Report on Form 10-K/A on March 17, 2006, and
+Quarterly Reports on Form 10-Q/A on March 27, 2006
+that included these restated consolidated financial statements.
+Restatement adjustments are further described in Note 2 of
+the Notes to the Consolidated Financial Statements.
+Disclosure Controls and Procedures 
+Under the supervision and with the participation of our
+management, including our Chief Executive Officer (CEO) and
+current Chief Financial Officer (CFO), we conducted an
+evaluation of the effectiveness of our disclosure controls and
+procedures, as such term is defined in Rules 13a-15(e) and
+15d-15(e) promulgated under the Securities and Exchange Act of
+1934, as amended (the Exchange Act), as of the end of the period
+covered by this Annual Report on Form 10-K. Disclosure
+controls and procedures are designed to ensure that the
+information required to be disclosed by us in the reports we
+file or submit under the Exchange Act is recorded, processed,
+summarized, and reported on a timely basis and that such
+information is accumulated and reported to management, including
+our CEO and CFO, as appropriate, to allow timely decisions
+regarding required disclosures.
+At the time of the filing of our Annual Report on Form 10-K
+for the year ended December 31, 2004, our CEO and former
+CFO concluded that our disclosure controls and procedures were
+effective as of December 31, 2004. Subsequent to that
+evaluation, our CEO and current CFO concluded that our
+disclosure controls and procedures were not effective at a
+reasonable level of assurance, as of December 31, 2004,
+because of the material weaknesses discussed in the Annual
+Report on Form 10-K/A filed March 17, 2006. As
+described below under “Management’s Report on Internal
+Control Over Financial Reporting,” the Company continues
+41
+Table of Contents 
+to report material weaknesses in internal control over financial
+reporting as of December 31, 2005. The Company’s CEO
+and current CFO have concluded that, as of the end of the period
+covered by this Annual Report on Form 10-K, the
+Company’s disclosure controls and procedures were not
+effective at a reasonable level of assurance. Based upon the
+substantial work performed during the restatement process,
+management has concluded that the Company’s consolidated
+financial statements for the periods covered by and included in
+this Annual Report on Form 10-K are fairly stated in all
+material respects.
+Management’s Report on Internal Control Over Financial
+Reporting 
+Our management is responsible for establishing and maintaining
+adequate internal control over financial reporting as such term
+is defined in Exchange Act Rule 13a-15(f). Our management,
+including our CEO and current CFO, conducted an evaluation of
+the effectiveness of our internal control over financial
+reporting as of December 31, 2005 using the criteria set
+forth by the Committee of Sponsoring Organizations of the
+Treadway Commission in Internal Control-Integrated Framework
+(COSO framework). Because of its inherent limitations,
+internal control over financial reporting may not prevent or
+detect misstatements. Also, projections of any evaluation of
+effectiveness to future periods are subject to the risk that
+controls may become inadequate because of changes in conditions,
+or that the degree of compliance with policies or procedures may
+deteriorate.
+A material weakness is a control deficiency, or combination of
+control deficiencies, that results in more than a remote
+likelihood that a material misstatement of the annual or interim
+financial statements will not be prevented or detected.
+Our current management identified the following material
+weaknesses in our internal control over financial reporting as
+of December 31, 2005:
+1. Control environment. We did not maintain an
+effective control environment based on the criteria established
+in the COSO framework. Specifically, the Company did not
+maintain a control environment adequate to encourage the
+prevention or detection of the override of our controls or
+intentional misconduct, including misappropriation of assets and
+the preparation of false management reports, accounting records,
+financial statements and documents together with forged approval
+signatures. This lack of an effective control environment
+allowed our former CFO to take inappropriate actions that
+resulted in certain transactions not being properly reflected in
+our consolidated financial statements for the years ended
+December 31, 2004, 2003 and 2002, each of the quarters of
+2004 and 2003, and the first three quarters of 2005. This
+intentional misconduct by our former CFO included the
+preparation of false accounting records and documents to deceive
+accounting personnel under his supervision, other members of
+senior management, our Board of Directors and our independent
+registered public accountants. Additionally, the lack of an
+effective control environment allowed our lines of communication
+among, and our monitoring of, our operations and accounting
+personnel, including our former CFO, to not be effective in
+preventing or detecting these instances of intentional
+misconduct. Taken as a whole, our control environment did not
+adequately emphasize appropriate judgment, skepticism and
+objectivity, and our former CFO intentionally exploited this
+environment for his personal benefit, specifically with respect
+to our controls over cash, payroll and property and equipment as
+follows: 
+a. Cash. Our former CFO manipulated the process over
+the initiation and approval of cash wire transfers. This action
+was taken in order to accomplish the fraudulent diversion of
+cash from the Company to entities owned by our former CFO for
+goods and services which the Company neither requested nor
+received. False documentation was created by our former CFO to
+conceal the true nature of these transactions from the Company
+and its independent registered public accountants. 
+b. Payroll. In 1999, our former CFO intentionally
+altered his payroll records to indicate that appropriate
+authorization had been given for a retroactive increase in his
+compensation and related benefits when in fact no such
+authorization had been provided. This false documentation was
+created by our former CFO to provide for an unauthorized
+increase to his compensation and to conceal the unauthorized
+compensation increase from the Company and its independent
+registered public accountants. 
+42
+Table of Contents 
+c. Property and Equipment. Our former CFO instructed
+certain former employees, who worked under his supervision, to
+alter management reports related to property and equipment
+expenditures. Additionally, our former CFO created fictitious
+property and equipment approval forms with forged signatures.
+These actions had the effect of concealing his inappropriate and
+fraudulent diversion of cash. The activities by our former CFO
+deceived the Company and its independent registered public
+accountants as to the true nature of the Company’s cash
+transfers and property and equipment expenditures. 
+This control environment material weakness contributed to the
+embezzlement occurring, which in turn resulted in the
+restatement of our consolidated financial statements for the
+years ended December 31, 2004, 2003 and 2002, each of the
+quarters of 2004 and 2003, and the first three quarters of 2005.
+Additionally, this control environment material weakness could
+result in misstatements of any of our financial statement
+accounts that would result in a material misstatement to the
+annual or interim consolidated financial statements that would
+not be prevented or detected. Accordingly, our management has
+determined that this control deficiency constitutes a material
+weakness.
+The material weakness in our control environment contributed to
+the existence of the following additional material weakness in
+controls over property and equipment as described below:
+2. Controls over property and equipment. We did not
+maintain effective controls over the completeness and accuracy
+of our accounting for property and equipment. Specifically, our
+controls were not adequate to ensure (i) the timely and
+accurate depreciation of all property and equipment,
+(ii) the identification and recording of all property and
+equipment retirements when they occurred, and (iii) that
+property and equipment transferred between our locations was
+accurately and completely reflected in our accounting records.
+This control deficiency resulted in certain inaccuracies in our
+accounting for property and equipment and in the restatement of
+our consolidated financial statements for the years ended
+December 31, 2004, 2003 and 2002; each of the quarters of
+2004 and 2003; and the first three quarters of 2005.
+Additionally, this control deficiency could result in a
+misstatement of our property and equipment and related
+depreciation expense accounts that would result in a material
+misstatement to the annual or interim consolidated financial
+statements that would not be prevented or detected. Accordingly,
+our management has determined that this control deficiency
+constitutes a material weakness. 
+Our management, including our CEO and current CFO, have
+concluded that as a result of the material weaknesses described
+above, we did not maintain effective internal control over
+financial reporting as of December 31, 2005, based on the
+criteria in Internal Control-Integrated Framework issued
+by the COSO.
+Our assessment of the effectiveness of our internal control over
+financial reporting as of December 31, 2005 has been
+audited by PricewaterhouseCoopers LLP, an independent registered
+public accounting firm, as stated in their report which begins
+on page F-2 of
+this Annual Report on Form 10-K.
+Changes in Internal Control Over Financial Reporting 
+Management is committed to remediating each of the material
+weaknesses identified above by implementing changes to the
+Company’s internal control over financial reporting.
+Management has implemented, or is in the process of
+implementing, the following changes to the Company’s
+internal control systems and procedures:
+We are strengthening our tracking system for property and
+equipment to improve the tracking of those assets between our
+yards and rigs and to trigger the timely commencement of
+depreciation of assets placed in service. 
+We are implementing procedures and processes to reinforce with
+our employees their responsibilities to exercise independence
+and judgment and to comply with the Company’s compliance
+programs, including: 
+• 
+formal certifications of information contained in SEC filings
+relating to their areas of responsibility; 
+43
+Table of Contents 
+• 
+annual written questionnaires from senior employees and
+accounting staff with respect to awareness as to questionable
+business practices; 
+• 
+improved education and training programs for all employees
+covering ethics, compliance, financial reporting and good
+business practices; 
+• 
+additional guidelines with respect to senior management’s
+responsibilities for SEC filings, financial reports, budgets and
+maintenance of controls over assets and expenditures; and 
+• 
+annual reporting to the Audit Committee with respect to these
+processes and procedures. 
+In addition, we will initiate a search for an in-house counsel
+whose responsibilities will include an active role in corporate
+compliance and governance. 
+We have initiated structural changes and processes and
+procedures to increase communications between the financial
+reporting and accounting functions and operations and between
+the financial reporting and accounting functions and senior
+management. 
+Additionally, management is committed to continued improvements
+in controls. In this regard, we are revising our internal audit
+reporting structure to further enhance its direct reporting to
+the audit committee and its program of monitoring controls.
+During the fourth quarter of 2005, we changed our wire transfer
+approval policies to require additional and more secure
+authorizations for wires to ensure that all wire transfers are
+to approved vendors, and to ensure that all such transactions
+are reflected in the Company’s accounts payable system and
+have appropriate supporting documentation. We also revised our
+property and equipment expenditure requirements to provide for
+improved controls over the authorization of fixed asset
+acquisitions. We have evaluated the design of these new
+procedures, placed them in operation for a sufficient period of
+time, and subjected them to appropriate tests in order to
+conclude that they are operating effectively. These changes
+remediated the material weakness in controls over cash that was
+reported in Management’s Report on Internal Control Over
+Financial Reporting included in the Company’s Annual Report
+on Form 10-K/A for the year ended December 31, 2004
+(“Management’s 2004 Report”). In addition, these
+changes remediated the control failure over the authorization of
+property and equipment acquisitions as reported in
+Management’s 2004 Report.
+Other than the changes described above, there have been no other
+changes in our internal control over financial reporting during
+the most recently completed fiscal quarter that have materially
+affected, or are reasonably likely to materially affect, our
+internal control over financial reporting. The remaining
+remediation activities noted above were initiated in the fourth
+quarter of 2005 and the remaining controls will be implemented
+in 2006.
+Item 9B. Other
+Information 
+None.
+44
+Table of Contents 
+PART III 
+The information required by Part III is omitted from this
+Report because we will file a definitive proxy statement
+pursuant to Regulation 14A of the Securities Exchange Act
+of 1934 no later than 120 days after the end of the fiscal
+year covered by this Report and certain information included
+therein is incorporated herein by reference.
+Item 10. 
+Directors and Executive Officers of the Registrant. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+Item 11. 
+Executive Compensation. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+Item 12. 
+Security Ownership of Certain Beneficial Owners and
+Management and Related Stockholder Matters. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+Item 13. 
+Certain Relationships and Related Transactions. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+Item 14. 
+Principal Accountant Fees and Services. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
+45
+Table of Contents 
+PART IV 
+Item 15. 
+Exhibits and Financial Statement Schedule. 
+(a)(1) Financial Statements 
+See Index to Consolidated Financial Statements on page F-1 of
+this Report.
+(a)(2) Financial Statement Schedule 
+Schedule II — Valuation and qualifying accounts
+is filed herewith on page S-1.
+All other financial statement schedules have been omitted
+because they are not applicable or the information required
+therein is included elsewhere in the financial statements or
+notes thereto.
+(a)(3) Exhibits 
+The following exhibits are filed herewith or incorporated by
+reference herein.
+3 
+.1 
+Restated Certificate of Incorporation, as amended (filed
+August 9, 2004 as Exhibit 3.1 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference). 
+3 
+.2 
+Amendment to Restated Certificate of Incorporation, as amended
+(filed August 9, 2004 as Exhibit 3.2 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2004 and incorporated
+herein by reference). 
+3 
+.3 
+Amended and Restated Bylaws (filed March 19, 2002 as
+Exhibit 3.2 to the Company’s Annual Report on
+Form 10-K for the fiscal year ended December 31, 2001
+and incorporated herein by reference). 
+4 
+.1 
+Rights Agreement dated January 2, 1997, between Patterson
+Energy, Inc. and Continental Stock Transfer & Trust
+Company (filed January 14, 1997 as Exhibit 2 to the
+Company’s Registration Statement on Form 8-A and
+incorporated herein by reference). 
+4 
+.2 
+Amendment to Rights Agreement dated as of October 23, 2001
+(filed October 31, 2001 as Exhibit 3.4 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended September 30, 2001 and incorporated
+herein by reference). 
+4 
+.3 
+Restated Certificate of Incorporation, as amended (See
+Exhibits 3.1 and 3.2). 
+4 
+.4 
+Registration Rights Agreement with Bear, Stearns and Co. Inc.,
+dated March 25, 1994, as assigned by REMY Capital
+Partners III, L.P.(filed March 19, 2002 as
+Exhibit 4.3 to the Company’s Annual Report on
+Form 10-K for the fiscal year ended December 31, 2001
+and incorporated herein by reference). 
+10 
+.1 
+For additional material contracts, see Exhibits 4.1, 4.2
+and 4.4. 
+10 
+.2 
+Patterson-UTI Energy, Inc., 1993 Stock Incentive Plan, as
+amended (filed March 13, 1998 as Exhibit 10.1 to the
+Company’s Registration Statement on Form S-8 (File
+No. 333-47917) and incorporated herein by reference).* 
+10 
+.3 
+Patterson-UTI Energy, Inc. Non-Employee Directors’ Stock
+Option Plan, as amended (filed November 4, 1997 as
+Exhibit 10.1 to the Company’s Registration Statement
+on Form S-8 (File No. 333-39471) and incorporated
+herein by reference).* 
+10 
+.4 
+Amended and Restated Patterson-UTI Energy, Inc. 2001 Long-Term
+Incentive Plan (filed November 27, 2002 as Exhibit 4.4
+to Post Effective Amendment No. 1 to the Company’s
+Registration Statement on Form S-8 (File
+No. 333-60470) and incorporated herein by reference).* 
+10 
+.5 
+Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term
+Incentive Plan (filed July 28, 2003 as Exhibit 4.7 to
+the Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2003 and incorporated
+herein by reference).* 
+10 
+.6 
+Amendment to the Patterson-UTI Energy, Inc. Amended and Restated
+1997 Long-Term Incentive Plan (filed August 9, 2004 as
+Exhibit 10.7 to the Company’s Quarterly Report on
+Form 10-Q for the quarterly period ended June 30, 2004
+and incorporated herein by reference).* 
+46
+Table of Contents 
+10 
+.7 
+Amended and Restated Patterson-UTI Energy, Inc. Non-Employee
+Director Stock Option Plan(filed July 28, 2003 as
+Exhibit 4.8 to the Company’s Quarterly Report on
+Form 10-Q for the quarterly period ended June 30, 2003
+and incorporated herein by reference).* 
+10 
+.8 
+Amended and Restated Patterson-UTI Energy, Inc. 1996 Employee
+Stock Option Plan (filed July 25, 2001 as Exhibit 4.4
+to Post-Effective Amendment No. 1 to the Company’s
+Registration Statement on Form S-8 (File
+No. 333-60466) and incorporated herein by reference).* 
+10 
+.9 
+1997 Stock Option Plan of DSI Industries, Inc. (filed
+July 25, 2001 as Exhibit 4.4 to Post-Effective
+Amendment No. 1 to the Company’s Registration
+Statement on Form S-8 (File No. 333-60470) and
+incorporated herein by reference).* 
+10 
+.10 
+Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan,
+including Form of Executive Officer Restricted Stock Award
+Agreement, Form of Executive Officer Stock Option Agreement,
+Form of Non-Employee Director Restricted Stock Award Agreement
+and Form of Non-Employee Director Stock Option Agreement (filed
+June 15, 2005 as Exhibit 10.1 to the Company’s
+Current Report on Form 8-K, and incorporated herein by
+reference).* 
+10 
+.11 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Mark S. Siegel (filed
+August 9, 2004 as Exhibit 10.1 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.12 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Cloyce A. Talbott (filed
+August 9, 2004 as Exhibit 10.2 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.13 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and A. Glenn Patterson (filed
+August 9, 2004 as Exhibit 10.3 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.14 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed
+August 9, 2004 as Exhibit 10.4 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.15 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and John E. Vollmer III
+(filed August 9, 2004 as Exhibit 10.6 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2004 and incorporated
+herein by reference).* 
+10 
+.16 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Mark S. Siegel (filed on
+February 4, 2004 as Exhibit 10.2 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.17 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and A. Glenn Patterson (filed on
+February 4, 2004 as Exhibit 10.3 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.18 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Cloyce A. Talbott (filed on
+February 4, 2004 as Exhibit 10.4 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.19 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed on
+February 4, 2004 as Exhibit 10.5 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.20 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and John E. Vollmer III (filed
+on February 4, 2004 as Exhibit 10.7 to the
+Company’s Annual Report on Form 10-K for the year
+ended December 31, 2003 and incorporated herein by
+reference).* 
+10 
+.21 
+Form of Letter Agreement regarding termination, effective as of
+January 29, 2004, entered into by Patterson-UTI Energy,
+Inc. with each of Mark S. Siegel, Kenneth N. Berns and John E.
+Vollmer III (filed on February 25, 2005 as
+Exhibit 10.23 to the Company’s Annual Report on
+Form 10-K for the year ended December 31, 2004 and
+incorporated herein by reference).* 
+47
+Table of Contents 
+10 
+.22 
+Form of Indemnification Agreement entered into by Patterson-UTI
+Energy, Inc. with each of Mark S. Siegel, Cloyce A. Talbott, A.
+Glenn Patterson, Kenneth N. Berns, Robert C. Gist, Curtis W.
+Huff, Terry H. Hunt, Kenneth R. Peak, Nadine C. Smith and John
+E. Vollmer III (filed April 28, 2004 as
+Exhibit 10.11 to the Company’s Annual Report on
+Form 10-K, as amended, for the year ended December 31,
+2003 and incorporated herein by reference).* 
+10 
+.23 
+Credit Agreement dated as of December 17, 2004 among
+Patterson-UTI Energy, Inc., as the Borrower, Bank of America,
+N.A., as administrative agent, L/ C Issuer and a Lender and the
+other lenders and agents party thereto (filed on
+December 23, 2004 as Exhibit 10.1 to the
+Company’s Current Report on Form 8-K and incorporated
+herein by reference). 
+10 
+.24 
+Summary Description of 2005 Bonus Compensation Program (filed on
+April 29, 2005 in the Company’s Current Report on
+Form 8-K and incorporated herein by reference).* 
+10 
+.25 
+Summary Description of Director Compensation (filed on
+February 25, 2005 as Exhibit 10.27 to the
+Company’s Annual Report on Form 10-K for the year
+ended December 31, 2004 and incorporated herein by
+reference).* 
+14 
+.1 
+Patterson-UTI Energy, Inc. Code of Business Conduct and Ethics
+for Senior Financial Executives (filed on February 4, 2004
+as Exhibit 14.1 to the Company’s Annual Report on
+Form 10-K for the year ended December 31, 2003 and
+incorporated herein by reference). 
+21 
+.1 
+Subsidiaries of the Registrant. 
+23 
+.1 
+Consent of Independent Registered Public Accounting Firm. 
+31 
+.1 
+Certification of Chief Executive Officer pursuant to
+Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
+1934, as amended. 
+31 
+.2 
+Certification of Chief Financial Officer pursuant to
+Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
+1934, as amended. 
+32 
+.1 
+Certification of Chief Executive Officer and Chief Financial
+Officer pursuant to 18 USC Section 1350, as adopted
+pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+* 
+Management Contract or Compensatory Plan identified as required
+by Item 15(a)(3) of
+Form 10-K. 
+48
+Table of Contents 
+INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 
+Page 
+Report of Independent Registered Public Accounting Firm 
+F-2 
+Consolidated Financial Statements: 
+Consolidated Balance Sheets as of December 31, 2005 and 2004 
+F-5 
+Consolidated Statements of Income for the years ended
+December 31, 2005, 2004 and 2003 
+F-6 
+Consolidated Statements of Changes In Stockholders’ Equity
+for the years ended December 31, 2005, 2004 and 2003 
+F-7 
+Consolidated Statements of Changes In Cash Flows for the years
+ended December 31, 2005, 2004 and 2003 
+F-8 
+Notes to Consolidated Financial Statements 
+F-9 
+Financial Statement Schedule 
+S-1 
+F-1
+Table of Contents 
+Report of Independent Registered Public Accounting Firm 
+To the Board of Directors and Stockholders of
+Patterson-UTI Energy, Inc.
+We have completed integrated audits of Patterson-UTI Energy,
+Inc.’s 2005 and 2004 consolidated financial statements and
+of its internal control over financial reporting as of
+December 31, 2005, and an audit of its 2003 consolidated
+financial statements in accordance with the standards of the
+Public Company Accounting Oversight Board (United States). Our
+opinions, based on our audits, are presented below.
+Consolidated financial statements and financial statement
+schedule 
+In our opinion, the consolidated financial statements listed in
+the accompanying index present fairly, in all material respects,
+the financial position of Patterson-UTI Energy, Inc. and its
+subsidiaries at December 31, 2005 and 2004, and the results
+of their operations and their cash flows for each of the three
+years in the period ended December 31, 2005 in conformity
+with accounting principles generally accepted in the United
+States of America. In addition, in our opinion, the financial
+statement schedule listed in the index appearing under
+Item 15(a)(2) presents fairly, in all material respects,
+the information set forth therein when read in conjunction with
+the related consolidated financial statements. These financial
+statements and financial statement schedule are the
+responsibility of the Company’s management. Our
+responsibility is to express an opinion on these financial
+statements and financial statement schedule based on our audits.
+We conducted our audits of these statements in accordance with
+the standards of the Public Company Accounting Oversight Board
+(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 of financial statements includes examining, on a test
+basis, evidence supporting the amounts and disclosures in the
+financial statements, assessing the accounting principles used
+and significant estimates made by management, and evaluating the
+overall financial statement presentation. We believe that our
+audits provide a reasonable basis for our opinion.
+As discussed in Note 2 to the consolidated financial
+statements, the Company restated its 2004 and 2003 consolidated
+financial statements.
+Internal control over financial reporting 
+Also, we have audited management’s assessment, included in
+Management’s Report on Internal Control Over Financial
+Reporting appearing under Item 9A, that Patterson-UTI
+Energy, Inc. did not maintain effective internal control over
+financial reporting as of December 31, 2005, because the
+Company did not maintain (1) an effective control
+environment and (2) effective controls over property and
+equipment, based on criteria established in Internal
+Control — Integrated Framework issued by the
+Committee of Sponsoring Organizations of the Treadway Commission
+(COSO). The Company’s management is responsible for
+maintaining effective internal control over financial reporting
+and for its assessment of the effectiveness of internal control
+over financial reporting. Our responsibility is to express
+opinions on management’s assessment and on the
+effectiveness of the Company’s internal control over
+financial reporting based on our audit.
+We conducted our audit of internal control over financial
+reporting in accordance with the standards of the Public Company
+Accounting Oversight Board (United States). Those standards
+require that we plan and perform the audit to obtain reasonable
+assurance about whether effective internal control over
+financial reporting was maintained in all material respects. An
+audit of internal control over financial reporting includes
+obtaining an understanding of internal control over financial
+reporting, evaluating management’s assessment, testing and
+evaluating the design and operating effectiveness of internal
+control, and performing such other procedures as we consider
+necessary in the circumstances. We believe that our audit
+provides a reasonable basis for our opinions.
+A company’s internal control over financial reporting is a
+process designed to provide reasonable assurance regarding the
+reliability of financial reporting and the preparation of
+financial statements for external purposes in accordance with
+generally accepted accounting principles. A company’s
+internal control over
+F-2
+Table of Contents 
+financial reporting includes those policies and procedures that
+(i) pertain to the maintenance of records that, in
+reasonable detail, accurately and fairly reflect the
+transactions and dispositions of the assets of the company;
+(ii) provide reasonable assurance that transactions are
+recorded as necessary to permit preparation of financial
+statements in accordance with generally accepted accounting
+principles, and that receipts and expenditures of the company
+are being made only in accordance with authorizations of
+management and directors of the company; and (iii) provide
+reasonable assurance regarding prevention or timely detection of
+unauthorized acquisition, use, or disposition of the
+company’s assets that could have a material effect on the
+financial statements.
+Because of its inherent limitations, internal control over
+financial reporting may not prevent or detect misstatements.
+Also, projections of any evaluation of effectiveness to future
+periods are subject to the risk that controls may become
+inadequate because of changes in conditions, or that the degree
+of compliance with the policies or procedures may deteriorate.
+A material weakness is a control deficiency, or combination of
+control deficiencies, that results in more than a remote
+likelihood that a material misstatement of the annual or interim
+financial statements will not be prevented or detected. The
+following material weaknesses have been identified and included
+in management’s assessment as of December 31, 2005.
+1. Control environment. The Company did not maintain
+an effective control environment based on the criteria
+established in the COSO framework. Specifically, the Company did
+not maintain a control environment adequate to encourage the
+prevention or detection of the override of controls or
+intentional misconduct, including misappropriation of assets and
+the preparation of false management reports, accounting records,
+financial statements and documents together with forged approval
+signatures. This lack of an effective control environment
+allowed the Company’s former CFO to take inappropriate
+actions that resulted in certain transactions not being properly
+reflected in the Company’s consolidated financial
+statements for the years ended December 31, 2004, 2003 and
+2002, each of the quarters of 2004 and 2003, and the first three
+quarters of 2005. This intentional misconduct by the
+Company’s former CFO included the preparation of false
+accounting records and documents to deceive accounting personnel
+under his supervision, other members of senior management, the
+Board of Directors and its independent registered public
+accountants. Additionally, the lack of an effective control
+environment allowed the Company’s lines of communication
+among, and their monitoring of, their operations and accounting
+personnel, including their former CFO, to not be effective in
+preventing or detecting these instances of intentional
+misconduct. Taken as a whole, the Company’s control
+environment did not adequately emphasize appropriate judgment,
+skepticism and objectivity, and their former CFO intentionally
+exploited this environment for his personal benefit,
+specifically with respect to the Company’s controls over
+cash, payroll and property and equipment as follows: 
+a. Cash. The Company’s former CFO manipulated
+the process over the initiation and approval of cash wire
+transfers. This action was taken in order to accomplish the
+fraudulent diversion of cash from the Company to entities owned
+by their former CFO for goods and services which the Company
+neither requested nor received. False documentation was created
+by the Company’s former CFO to conceal the true nature of
+these transactions from the Company and its independent
+registered public accountants. 
+b. Payroll. In 1999, the Company’s former CFO
+intentionally altered his payroll records to indicate that
+appropriate authorization had been given for a retroactive
+increase in his compensation and related benefits when in fact
+no such authorization had been provided. This false
+documentation was created by the Company’s former CFO to
+provide for an unauthorized increase to his compensation and to
+conceal the unauthorized compensation increase from the Company
+and its independent registered public accountants. 
+c. Property and Equipment. The Company’s former
+CFO instructed certain former employees, who worked under his
+supervision, to alter management reports related to property and
+equipment expenditures. Additionally, the Company’s former
+CFO created fictitious property and equipment approval forms
+with forged signatures. These actions had the effect of
+concealing his 
+F-3
+Table of Contents 
+inappropriate and fraudulent diversion of cash. The activities
+by the Company’s former CFO deceived the Company and its
+independent registered public accountants as to the true nature
+of the Company’s cash transfers and property and equipment
+expenditures. 
+The Company’s material weakness in its control environment
+contributed to the existence of the material weakness in
+controls over property and equipment as described below:
+2. Controls over property and equipment. The Company
+did not maintain effective controls over the completeness and
+accuracy of their accounting for property and equipment.
+Specifically, the Company’s controls were not adequate to
+ensure (i) the timely and accurate depreciation of all property
+and equipment, (ii) the identification and recording of all
+property and equipment retirements when they occurred, and
+(iii) that property and equipment transferred between
+Company locations was accurately and completely reflected in
+their accounting records. This control deficiency resulted in
+certain inaccuracies in the Company’s accounting for
+property and equipment. 
+The control deficiencies described above resulted in the
+restatement of the Company’s consolidated financial
+statements for the years ended December 31, 2004, 2003 and
+2002, each of the quarters of 2004 and 2003, and the first three
+quarters of 2005. Additionally, each of the control deficiencies
+described above could result in a misstatement in the
+aforementioned accounts or disclosures that would result in a
+material misstatement in the Company’s annual or interim
+consolidated financial statement that would not be prevented or
+detected. Accordingly, the Company’s management has
+determined that each of these control deficiencies constitute
+material weaknesses.
+These material weaknesses were considered in determining the
+nature, timing, and extent of audit tests applied in our audit
+of the 2005 consolidated financial statements, and our opinion
+regarding the effectiveness of the Company’s internal
+control over financial reporting does not affect our opinion on
+those consolidated financial statements.
+In our opinion, management’s assessment that Patterson-UTI
+Energy, Inc. did not maintain effective internal control over
+financial reporting as of December 31, 2005, is fairly
+stated, in all material respects, based on criteria established
+in Internal Control — Integrated Framework
+issued by the COSO. Also, in our opinion, because of the
+effects of the material weaknesses described above on the
+achievement of the objectives of the control criteria,
+Patterson-UTI Energy, Inc. has not maintained effective internal
+control over financial reporting as of December 31, 2005,
+based on criteria established in Internal Control —
+Integrated Framework issued by the COSO.
+PricewaterhouseCoopers LLP
+Houston, Texas
+March 29, 2006
+F-4
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED BALANCE SHEETS 
+December 31, 
+Restated 
+(See Note 2) 
+2005 
+2004 
+(In thousands, 
+except share data) 
+ASSETS 
+Current assets: 
+Cash and cash equivalents 
+$ 
+136,398 
+$ 
+112,371 
+Accounts receivable, net of allowance for doubtful accounts of
+$2,199 and $1,909 at December 31, 2005 and 2004,
+respectively 
+422,002 
+214,097 
+Inventory 
+27,907 
+17,738 
+Deferred tax assets, net 
+26,382 
+15,991 
+Other 
+25,168 
+26,836 
+Total current assets 
+637,857 
+387,033 
+Property and equipment, at cost, net 
+1,053,845 
+765,019 
+Goodwill 
+99,056 
+99,056 
+Other 
+5,023 
+5,677 
+Total assets 
+$ 
+1,795,781 
+$ 
+1,256,785 
+LIABILITIES AND STOCKHOLDERS’ EQUITY 
+Current liabilities: 
+Accounts payable: 
+Trade 
+$ 
+113,226 
+$ 
+54,553 
+Accrued revenue distributions 
+13,379 
+11,297 
+Other 
+5,294 
+2,309 
+Accrued Federal and state income taxes payable 
+11,034 
+4,231 
+Accrued expenses 
+112,476 
+79,163 
+Total current liabilities 
+255,409 
+151,553 
+Deferred tax liabilities, net 
+169,188 
+140,475 
+Other 
+4,173 
+3,256 
+Total liabilities 
+428,770 
+295,284 
+Commitments and contingencies 
+— 
+— 
+Stockholders’ equity: 
+Preferred stock, par value $.01; authorized
+1,000,000 shares, no shares issued 
+— 
+— 
+Common stock, par value $.01; authorized 300,000,000 shares
+with 175,909,274 and 171,625,841 issued and 172,441,178 and
+168,512,745 outstanding at December 31, 2005 and 2004,
+respectively 
+1,759 
+1,716 
+Additional paid-in capital 
+672,151 
+597,280 
+Deferred compensation 
+(9,287 
+) 
+(5,420 
+) 
+Retained earnings 
+719,113 
+373,712 
+Accumulated other comprehensive income, net of tax 
+8,565 
+7,350 
+Treasury stock, at cost, 3,468,096 shares and 3,113,096
+(affected by a two-for-one stock split) shares at
+December 31, 2005 and 2004, respectively 
+(25,290 
+) 
+(13,137 
+) 
+Total stockholders’ equity 
+1,367,011 
+961,501 
+Total liabilities and stockholders’ equity 
+$ 
+1,795,781 
+$ 
+1,256,785 
+The accompanying notes are an integral part of these
+consolidated financial statements.
+F-5
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF INCOME 
+Years Ended December 31, 
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+(In thousands, except per share data) 
+Operating revenues: 
+Contract drilling 
+$ 
+1,485,684 
+$ 
+809,691 
+$ 
+639,694 
+Pressure pumping 
+93,144 
+66,654 
+46,083 
+Drilling and completion fluids 
+122,011 
+90,557 
+69,230 
+Oil and natural gas 
+39,616 
+33,867 
+21,163 
+1,740,455 
+1,000,769 
+776,170 
+Operating costs and expenses: 
+Contract drilling 
+776,313 
+556,869 
+475,224 
+Pressure pumping 
+54,956 
+37,561 
+26,184 
+Drilling and completion fluids 
+98,530 
+76,503 
+61,424 
+Oil and natural gas 
+9,566 
+7,978 
+4,808 
+Depreciation, depletion and impairment 
+156,393 
+122,800 
+100,834 
+Selling, general and administrative 
+39,110 
+31,983 
+27,685 
+Bad debt expense 
+1,231 
+897 
+259 
+Embezzled funds and related expenses 
+20,043 
+19,122 
+17,849 
+Other (including gain or loss on sale of assets) 
+3,017 
+(1,411 
+) 
+(4,379 
+) 
+1,159,159 
+852,302 
+709,888 
+Operating income 
+581,296 
+148,467 
+66,282 
+Other income (expense): 
+Interest income 
+3,551 
+1,140 
+1,116 
+Interest expense 
+(516 
+) 
+(695 
+) 
+(292 
+) 
+Other 
+428 
+235 
+1,870 
+3,463 
+680 
+2,694 
+Income before income taxes and cumulative effect of change in
+accounting principle 
+584,759 
+149,147 
+68,976 
+Income tax expense (benefit): 
+Current 
+194,918 
+39,952 
+15,324 
+Deferred 
+17,101 
+14,849 
+9,996 
+212,019 
+54,801 
+25,320 
+Income before cumulative effect of change in accounting principle 
+372,740 
+94,346 
+43,656 
+Cumulative effect of change in accounting principle, net of
+related income tax benefit of approximately $287 
+— 
+— 
+(469 
+) 
+Net income 
+$ 
+372,740 
+$ 
+94,346 
+$ 
+43,187 
+Net income per common share: 
+Basic: 
+Income before cumulative effect of change in accounting principle 
+$ 
+2.19 
+$ 
+0.57 
+$ 
+0.27 
+Cumulative effect of change in accounting principle 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Net income 
+$ 
+2.19 
+$ 
+0.57 
+$ 
+0.27 
+Diluted: 
+Income before cumulative effect of change in accounting principle 
+$ 
+2.15 
+$ 
+0.56 
+$ 
+0.27 
+Cumulative effect of change in accounting principle 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Net income 
+$ 
+2.15 
+$ 
+0.56 
+$ 
+0.26 
+Weighted average number of common shares outstanding: 
+Basic 
+170,426 
+166,258 
+161,272 
+Diluted 
+173,767 
+169,211 
+164,572 
+The accompanying notes are an integral part of these
+consolidated financial statements.
+F-6
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
+EQUITY 
+Accumulated 
+Common Stock 
+Other 
+Additional 
+Comprehensive 
+Number 
+Paid-In 
+Deferred 
+Retained 
+Income 
+Treasury 
+of Shares 
+Amount 
+Capital 
+Compensation 
+Earnings 
+(Loss) 
+Stock 
+Total 
+December 31, 2002, as previously reported 
+81,577 
+$ 
+816 
+$ 
+489,201 
+$ 
+— 
+$ 
+261,208 
+$ 
+(1,839 
+) 
+$ 
+(11,655 
+) 
+$ 
+737,731 
+Adjustment for effects of embezzlement (net of applicable income
+tax benefit of $7,622)(See Note 2) 
+— 
+— 
+— 
+— 
+(12,499 
+) 
+— 
+— 
+(12,499 
+) 
+Other adjustments (net of applicable income tax benefit of $691)
+(See Note 2) 
+— 
+— 
+— 
+— 
+(1,659 
+) 
+675 
+— 
+(984 
+) 
+December 31, 2002, as restated (See Note 2) 
+81,577 
+816 
+489,201 
+— 
+247,050 
+(1,164 
+) 
+(11,655 
+) 
+724,248 
+Exercise of stock options and warrants 
+906 
+9 
+10,277 
+— 
+— 
+— 
+— 
+10,286 
+Tax benefit related to exercise of stock options 
+— 
+— 
+6,540 
+— 
+— 
+— 
+— 
+6,540 
+Foreign currency translation adjustment, (net of tax of $3,220) 
+— 
+— 
+— 
+— 
+— 
+5,553 
+— 
+5,553 
+Net income, as restated (See Note 2) 
+— 
+— 
+— 
+— 
+43,187 
+— 
+— 
+43,187 
+December 31, 2003, as restated (See Note 2) 
+82,483 
+825 
+506,018 
+— 
+290,237 
+4,389 
+(11,655 
+) 
+789,814 
+Issuance of common stock for acquisition 
+1,388 
+14 
+49,462 
+— 
+— 
+— 
+— 
+49,476 
+Issuance of restricted stock 
+189 
+2 
+6,640 
+(6,642 
+) 
+— 
+— 
+— 
+— 
+Amortization of deferred compensation expense 
+— 
+— 
+— 
+1,222 
+— 
+— 
+— 
+1,222 
+Exercise of stock options and warrants 
+2,580 
+25 
+24,494 
+— 
+— 
+— 
+— 
+24,519 
+Tax benefit related to exercise of stock options 
+— 
+— 
+10,666 
+— 
+— 
+— 
+— 
+10,666 
+Foreign currency translation adjustment, (net of tax of $1,716) 
+— 
+— 
+— 
+— 
+— 
+2,961 
+— 
+2,961 
+Purchase of treasury stock 
+— 
+— 
+— 
+— 
+— 
+— 
+(1,482 
+) 
+(1,482 
+) 
+Payment of cash dividend (see Note 12) 
+— 
+— 
+— 
+— 
+(10,021 
+) 
+— 
+— 
+(10,021 
+) 
+Effect of two-for-one stock split (see Note 12) 
+84,986 
+850 
+— 
+— 
+(850 
+) 
+— 
+— 
+— 
+Net income, as restated (See Note 2) 
+— 
+— 
+— 
+— 
+94,346 
+— 
+— 
+94,346 
+December 31, 2004, as restated (See Note 2) 
+171,626 
+1,716 
+597,280 
+(5,420 
+) 
+373,712 
+7,350 
+(13,137 
+) 
+961,501 
+Issuance of restricted stock 
+305 
+3 
+8,040 
+(8,043 
+) 
+— 
+— 
+— 
+— 
+Amortization of deferred compensation expense 
+— 
+— 
+— 
+2,825 
+— 
+— 
+— 
+2,825 
+Forfeitures of restricted shares 
+(65 
+) 
+— 
+(1,351 
+) 
+1,351 
+— 
+— 
+— 
+— 
+Exercise of stock options 
+4,043 
+40 
+43,434 
+— 
+— 
+— 
+— 
+43,474 
+Tax benefit related to exercise of stock options 
+— 
+— 
+24,748 
+— 
+— 
+— 
+— 
+24,748 
+Foreign currency translation adjustment, (net of tax of $705) 
+— 
+— 
+— 
+— 
+— 
+1,215 
+— 
+1,215 
+Purchase of treasury stock 
+— 
+— 
+— 
+— 
+— 
+— 
+(12,153 
+) 
+(12,153 
+) 
+Payment of cash dividend (see Note 12) 
+— 
+— 
+— 
+— 
+(27,339 
+) 
+— 
+— 
+(27,339 
+) 
+Net income 
+— 
+— 
+— 
+— 
+372,740 
+— 
+— 
+372,740 
+December 31, 2005 
+175,909 
+$ 
+1,759 
+$ 
+672,151 
+$ 
+(9,287 
+) 
+$ 
+719,113 
+$ 
+8,565 
+$ 
+(25,290 
+) 
+$ 
+1,367,011 
+The accompanying notes are an integral part of these
+consolidated financial statements.
+F-7
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS 
+Years Ended December 31, 
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+(In thousands) 
+Cash flows from operating activities: 
+Net income 
+$ 
+372,740 
+$ 
+94,346 
+$ 
+43,187 
+Adjustments to reconcile net income to net cash provided by
+operating activities: 
+Depreciation, depletion and impairment 
+156,393 
+122,800 
+100,834 
+Provision for bad debts 
+1,231 
+897 
+259 
+Deferred income tax expense 
+17,101 
+14,849 
+9,996 
+Tax benefit related to exercise of stock options 
+24,748 
+10,666 
+6,540 
+Amortization of deferred compensation expense 
+2,825 
+1,222 
+— 
+Gain on sale of assets 
+(1,253 
+) 
+(1,411 
+) 
+(1,927 
+) 
+Cumulative effect of change in accounting principle, net of tax 
+— 
+— 
+(469 
+) 
+Changes in operating assets and liabilities, net of business
+acquired: 
+Accounts receivable 
+(208,248 
+) 
+(50,682 
+) 
+(55,791 
+) 
+Federal income taxes receivable 
+7,068 
+15,734 
+11,155 
+Inventory and other current assets 
+(9,402 
+) 
+(13,556 
+) 
+(8,984 
+) 
+Accounts payable 
+60,860 
+12,861 
+12,322 
+Accrued expenses 
+32,514 
+1,555 
+22,814 
+Other liabilities 
+3,902 
+(6,090 
+) 
+5,015 
+Net cash provided by operating activities 
+460,479 
+203,191 
+144,951 
+Cash flows from investing activities: 
+Acquisitions, net of cash acquired 
+(73,577 
+) 
+(30,387 
+) 
+(40,832 
+) 
+Purchases of property and equipment 
+(380,094 
+) 
+(174,589 
+) 
+(98,801 
+) 
+Proceeds from sales of property and equipment 
+12,674 
+3,303 
+4,548 
+Change in other assets 
+1,766 
+(1,766 
+) 
+(1,693 
+) 
+Net cash used in investing activities 
+(439,231 
+) 
+(203,439 
+) 
+(136,778 
+) 
+Cash flows from financing activities: 
+Purchase of treasury stock 
+(12,153 
+) 
+(1,482 
+) 
+— 
+Dividends paid 
+(27,339 
+) 
+(10,021 
+) 
+— 
+Line of credit issuance costs 
+— 
+(780 
+) 
+— 
+Proceeds from exercise of stock options and warrants 
+43,474 
+24,519 
+10,286 
+Net cash provided by financing activities 
+3,982 
+12,236 
+10,286 
+Effect of foreign exchange rate changes on cash 
+(1,203 
+) 
+(100 
+) 
+(130 
+) 
+Net increase in cash and cash equivalents 
+24,027 
+11,888 
+18,329 
+Cash and cash equivalents at beginning of year 
+112,371 
+100,483 
+82,154 
+Cash and cash equivalents at end of year 
+$ 
+136,398 
+$ 
+112,371 
+$ 
+100,483 
+Supplemental disclosure of cash flow information: 
+Net cash received (paid) during the year for: 
+Interest expense 
+$ 
+(418 
+) 
+$ 
+(245 
+) 
+$ 
+(292 
+) 
+Income taxes 
+(156,709 
+) 
+(12,500 
+) 
+2,730 
+The accompanying notes are an integral part of these
+consolidated financial statements.
+F-8
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+1. 
+Description of Business and Summary of Significant Accounting
+Policies 
+A description of the business and basis of presentation
+follows: 
+Description of business — Patterson-UTI Energy,
+Inc., together with its wholly-owned subsidiaries, (collectively
+referred to herein as “Patterson-UTI” or the
+“Company”) is a leading provider of onshore contract
+drilling services to major and independent oil and natural gas
+operators in Texas, New Mexico, Oklahoma, Louisiana,
+Mississippi, Colorado, Utah, Wyoming, Montana, North Dakota,
+South Dakota and Western Canada. As of December 31, 2005,
+the Company owned 403 drilling rigs. The Company provides
+pressure pumping services to oil and natural gas operators
+primarily in the Appalachian Basin. The Company provides
+drilling fluids, completion fluids and related services to oil
+and natural gas operators offshore in the Gulf of Mexico and on
+land in Texas, Southeastern New Mexico, Oklahoma and the Gulf
+Coast region of Louisiana. The Company is also engaged in the
+development, exploration, acquisition and production of oil and
+natural gas. The Company’s oil and natural gas business
+operates primarily in producing regions of West and South Texas,
+Southeastern New Mexico, Utah and Mississippi.
+Embezzlement and Restatement — The
+Company’s former Chief Financial Officer (“CFO”)
+perpetrated an embezzlement over a period of more than five
+years. The accompanying 2004 and 2003 consolidated financial
+statements have been restated to reflect the effects of losses
+incurred as a result of the embezzlement in the periods of
+occurrence. Payments related to the embezzlement previously
+capitalized as property and equipment and goodwill acquired, and
+the related depreciation and other amounts expensed have been
+reversed from the Company’s accounting records. Embezzled
+payments have been recognized as expense in the periods they
+were embezzled. The cumulative effects of the embezzlement prior
+to 2002, have been recognized as a reduction of retained
+earnings. The accompanying consolidated financial statements
+have also been restated for the effects of the correction of
+other errors that are immaterial both individually and in the
+aggregate (See Note 2).
+Basis of presentation — As a result of the
+Company increasing its ownership of TMBR/Sharp Drilling, Inc.
+(“TMBR”) from 19.5% to 100% in 2004, the consolidated
+financial statements of Patterson-UTI Energy, Inc. and its
+wholly-owned subsidiaries have been restated in accordance with
+the requirements of accounting for business combinations
+accounted for as a purchase, to provide for the retroactive
+application of the equity method of accounting for the
+Company’s investment in TMBR (see Note 7).
+The U.S. dollar is the functional currency for all of the
+Company’s operations except for its Canadian operations,
+which use the Canadian dollar as their functional currency. The
+effects of exchange rate changes are reflected in accumulated
+other comprehensive income, which is a separate component of
+stockholders’ equity.
+On April 28, 2004, the Company’s Board of Directors
+authorized a two-for-one stock split in the form of a stock
+dividend which was distributed on June 30, 2004 to holders
+of record on June 14, 2004. At June 30, 2004, an
+adjustment was made to reclassify an amount from retained
+earnings to common stock to account for the par value of the
+common stock issued as a stock dividend. This adjustment had no
+overall effect on equity. Historical earnings per share amounts
+included in the Statements of Income and elsewhere in these
+financial statements have been restated as if the two-for-one
+stock split had occurred on January 1, 2003.
+A summary of the significant accounting policies
+follows: 
+Principles of consolidation — The consolidated
+financial statements include the accounts of Patterson-UTI and
+its wholly-owned subsidiaries. All significant intercompany
+accounts and transactions have been eliminated. The Company has
+no controlling financial interests in any entity which would
+require consolidation.
+F-9
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Management estimates — The preparation of
+financial statements in conformity with accounting principles
+generally accepted in the United States of America requires
+management to make estimates and assumptions that affect the
+reported amounts of assets and liabilities and disclosure of
+contingent assets and liabilities at the date of the financial
+statements and the reported amounts of revenues and expenses
+during the reporting period. Actual results could differ from
+such estimates.
+Revenue recognition — Revenues are recognized
+when services are performed, except for revenues earned under
+turnkey contract drilling arrangements which are recognized
+using the completed contract method of accounting, as described
+below. The Company follows the
+percentage-of-completion 
+method of accounting for footage contract drilling arrangements.
+Under the
+percentage-of-completion 
+method, management estimates are relied upon in the
+determination of the total estimated expenses to be incurred
+drilling the well. Due to the nature of turnkey contract
+drilling arrangements and risks therein, the Company follows the
+completed contract method of accounting for such arrangements.
+Under this method, all drilling revenues and expenses related to
+a well in progress are deferred and recognized in the period the
+well is completed. Provisions for losses on incomplete or
+in-process wells are made when estimated total expenses are
+expected to exceed estimated total revenues. The Company
+recognizes reimbursements received from third parties for
+out-of-pocket expenses
+incurred as revenues and accounts for these
+out-of-pocket expenses
+as direct costs.
+Accounts receivable — Trade accounts receivable
+are recorded at the invoiced amount and do not bear interest.
+The allowance for doubtful accounts represents the
+Company’s estimate of the amount of probable credit losses
+existing in the Company’s accounts receivable. The Company
+reviews the adequacy of its allowance for doubtful accounts
+monthly. Significant individual accounts receivable balances and
+balances which have been outstanding greater than 90 days
+are reviewed individually for collectibility. Account balances,
+when determined to be uncollectible, are charged against the
+allowance.
+Inventories — Inventories consist primarily of
+chemical products to be used in conjunction with the
+Company’s drilling and completion fluids activities. The
+inventories are stated at the lower of cost or market,
+determined by the
+first-in, first-out
+method.
+Property and equipment — Property and equipment
+is carried at cost less accumulated depreciation. Depreciation
+is provided on the straight-line method over the estimated
+useful lives. The method of depreciation does not change when
+equipment becomes idle. The estimated useful lives, in years,
+are defined below.
+Useful Lives 
+Drilling rigs and related equipment 
+2-15 
+Office furniture 
+3-10 
+Buildings 
+5-20 
+Automotive equipment 
+2-7 
+Other 
+3-7 
+Oil and natural gas properties — Oil and
+natural gas properties are accounted for using the successful
+efforts method of accounting. Under the successful efforts
+method of accounting, exploration costs which result in the
+discovery of oil and natural gas reserves and all development
+costs are capitalized to the appropriate well. Exploration costs
+which do not result in discovering oil and natural gas reserves
+are charged to expense when such determination is made. Costs of
+exploratory wells are initially capitalized to wells in progress
+until the outcome of the drilling is known. The Company reviews
+wells in progress quarterly to determine the related reserve
+classification. If the reserve classification is uncertain after
+one year following the completion of drilling, the Company
+considers the costs of the well to be impaired and recognizes
+the costs as expense. Geological and geophysical costs,
+including seismic costs, and costs to carry and retain
+undeveloped properties are charged to expense when incurred. The
+capitalized costs of both developmental
+F-10
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+and successful exploratory type wells, consisting of lease and
+well equipment, lease acquisition costs and intangible
+development costs, are depreciated, depleted and amortized on
+the units-of -production
+method, based on engineering estimates of proved oil and natural
+gas reserves of each respective field. The Company reviews its
+proved oil and natural gas properties for impairment when an
+event occurs such as downward revisions in reserve estimates or
+decreases in oil and natural gas prices. Proved properties are
+grouped by field and undiscounted cash flow estimates are
+provided by an independent petroleum engineer. If the net book
+value of a field exceeds its undiscounted cash flow estimate,
+impairment expense is measured and recognized as the difference
+between its net book value and discounted cash flow. Unproved
+oil and natural gas properties are reviewed quarterly to
+determine impairment. The Company’s intent to drill, lease
+expiration and abandonment of area are considered. Assessment of
+impairment is made on a lease-by-lease basis. If an unproved
+property is determined to be impaired, costs related to that
+property are expensed.
+Goodwill — Goodwill is considered to have an
+indefinite useful economic life and is not amortized. As such,
+the Company assesses impairment of its goodwill annually or on
+an interim basis if events or circumstances indicate that the
+fair value of the asset has decreased below its carrying value.
+The following table summarizes depreciation, depletion and
+impairment expense for 2005, 2004 and 2003 (in millions):
+Restated 
+(See Note 2) 
+2005 
+2004 
+2003 
+Depreciation expense 
+$ 
+141.7 
+$ 
+109.4 
+$ 
+93.7 
+Depletion expense 
+10.3 
+10.1 
+5.6 
+Amortization expense 
+— 
+0.1 
+0.1 
+Impairment of oil and natural gas properties 
+4.4 
+3.2 
+1.4 
+Total 
+$ 
+156.4 
+$ 
+122.8 
+$ 
+100.8 
+Maintenance and repairs — Maintenance and
+repairs are charged to expense when incurred. Renewals and
+betterments which extend the life or improve existing property
+and equipment are capitalized.
+Retirements — Upon disposition or retirement of
+property and equipment, the cost and related accumulated
+depreciation are removed and any resulting gain or loss is
+credited or charged to operations.
+Investments in equity securities — Investments
+in equity securities are accounted for under the equity method
+of accounting.
+Earnings per share — The Company provides a
+dual presentation of its earnings per share; Basic Earnings per
+Share (“Basic EPS”) and Diluted Earnings per Share
+(“Diluted EPS”). Basic EPS is computed using the
+weighted average number of shares outstanding during the year.
+Diluted EPS includes common stock equivalents which are dilutive
+to earnings per share. For the years ended December 31,
+2005, 2004 and 2003, dilutive securities, consisting of certain
+stock options and warrants (See Note 12), included in the
+calculation of Diluted EPS were 3.3 million shares,
+3.0 million shares and 3.3 million shares,
+respectively. At December 31, 2005, there were no
+potentially dilutive securities and at December 31, 2004
+and 2003, there were potentially dilutive securities of 640,000
+and 1.9 million, respectively, excluded from the
+calculation of Diluted EPS as their exercise prices were greater
+than the average market price for the respective year.
+Income taxes — The asset and liability method
+is used in accounting for income taxes. Under this method,
+deferred tax assets and liabilities are recognized for operating
+loss and tax credit carryforwards and for the future tax
+consequences attributable to differences between the financial
+statement carrying amounts of existing assets and liabilities
+and their respective tax bases. Deferred tax assets and
+liabilities are measured using enacted tax rates expected to
+apply to taxable income in the year in which those temporary
+differences
+F-11
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+are expected to be recovered or settled. The effect on deferred
+tax assets and liabilities of a change in tax rates is
+recognized in the results of operations in the period that
+includes the enactment date. If applicable, a valuation
+allowance is recorded to reduce the carrying amounts of deferred
+tax assets unless it is more likely than not that such assets
+will be realized.
+Stock based compensation — During June 2005,
+the Company’s shareholders approved the Patterson-UTI
+Energy, Inc. 2005 long-Term Incentive Plan (the “2005
+Plan”). In addition, the Board of Directors adopted a
+resolution that no future grants would be made under any of the
+previously existing equity plans of the Company. The Company
+accounts for activity under the 2005 Plan and previous activity
+of its other equity plans using the recognition and measurement
+principles of APB Opinion No. 25, Accounting for Stock
+Issued to Employees (“APB 25”), and related
+interpretations. During the second quarters of 2004 and 2005 and
+the third quarter of 2005, the company granted restricted shares
+of the Company’s common stock (the “Restricted
+Shares”) to certain key employees under the Patterson-UTI
+Energy, Inc. 1997 Long-Term Incentive Plan, as amended, and the
+2005 Plan. As required by APB 25, the Restricted Shares
+were valued based upon the market price of the Company’s
+common stock on the date of the grant. The resulting value is
+being amortized over the vesting period of the stock. For the
+years ended December 31, 2005 and 2004, compensation
+expense of $1.8 million and $773,000, net of $327,000 and
+$5,000 of forfeitures and of $1.0 million and $449,000 of
+taxes, respectively, was included as a reduction in net income.
+Other than the restricted Shares discussed above, no additional
+stock-based employee compensation expense is reflected in net
+income, as all options granted under the plans discussed above
+had an exercise price equal to the market value of the
+underlying common stock on the date of grant. The following
+table illustrates the effect on net income and net income per
+share if the Company had applied the fair value recognition
+provisions of Financial Accounting Standards Board Statement
+No. 123, Accounting for Stock-Based Compensation
+(“SFAS 123”), to stock-based employee
+compensation (in thousands, except per share amounts):
+Years Ended December 31, 
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+Net income, as reported 
+$ 
+372,740 
+$ 
+94,346 
+$ 
+43,187 
+Add: Stock-based employee compensation expense recorded, net of
+forfeitures and taxes 
+1,795 
+773 
+— 
+Deduct: Total stock-based employee compensation expense
+determined under fair value based method for all awards, net of
+related tax effects(1) 
+(11,119 
+) 
+(12,304 
+) 
+(10,506 
+) 
+Pro forma net income 
+$ 
+363,416 
+$ 
+82,815 
+$ 
+32,681 
+Earnings per share: 
+Basic, as reported 
+$ 
+2.19 
+$ 
+0.57 
+$ 
+0.27 
+Basic, pro forma 
+$ 
+2.13 
+$ 
+0.50 
+$ 
+0.20 
+Diluted, as reported 
+$ 
+2.15 
+$ 
+0.56 
+$ 
+0.26 
+Diluted, pro forma 
+$ 
+2.11 
+$ 
+0.49 
+$ 
+0.20 
+Weighted-average fair value per share of options granted(1) 
+$ 
+6.33 
+$ 
+6.25 
+$ 
+5.59 
+(1) 
+See Note 13 for additional information regarding the
+computations presented here. 
+Statement of cash flows — For purposes of
+reporting cash flows, cash and cash equivalents include cash on
+deposit, money market funds and investment grade municipal and
+commercial bonds with original maturities of 90 days or
+less.
+F-12
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Recently Issued Accounting Standards — The
+Financial Accounting standards Board (“FASB”) issued
+Staff Position FIN 47, Accounting for Conditional Asset
+Retirement Obligations (“FIN 47”), an
+interpretation of FASB Statement No. 143, in March 2005.
+The statement clarifies the term “conditional asset
+retirement obligation” as used in FASB 143. The
+provisions of FIN 47, which the Company adopted on
+December 31, 2005, did not have a material impact on the
+Company’s financial position or results of operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 123 (revised 2004), Share-Based Payment
+(“SFAS 123(R)”) in December 2004; it replaces
+FASB Statement of Financial Accounting Standards No. 123,
+Accounting for Stock-Based Compensation, and supersedes
+Accounting Principles Board Opinion No. 25, Accounting
+for Stock Issued to Employees. Under SFAS 123(R),
+companies would have been required to implement the standard as
+of the beginning of the first interim reporting period that
+begins after June 15, 2005. However, in April 2005, the SEC
+announced the adoption of an Amendment to
+Rule 4-01(a) of
+Regulation S-X 
+regarding the compliance date for SFAS 123(R) that amends
+the compliance dates and allows companies to implement
+SFAS 123(R) beginning with the first annual reporting
+period beginning on or after June 15, 2005. The Company
+intends to adopt SFAS 123(R) on January 1, 2006.
+We currently use the intrinsic value method to value stock
+options, and accordingly, no compensation expense has been
+recognized for stock options since we grant stock options with
+exercise prices equal to our common stock market price on the
+date of the grant. SFAS 123(R) requires the expensing of
+all stock-based compensation, including stock options and
+restricted shares, using the fair value method. We intend to
+expense stock options using the Modified Prospective Transition
+method as described in SFAS 123(R). This method will
+require expense to be recognized for stock options over their
+respective remaining vesting periods. No expense will be
+recognized for stock options vested in periods prior to the
+adoption of SFAS 123(R). We are evaluating the impact of
+the adoption of SFAS 123(R) on our results of operations
+and financial position. Adoption is not expected to have a
+material effect on our financial position or results of
+operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 151, Inventory Costs — an amendment of ARB
+No. 43, Chapter 4 (“SFAS 151”).
+SFAS 151 is effective, and will be adopted, for inventory
+costs incurred during fiscal years beginning after June 15,
+2005 and is to be applied prospectively. SFAS 151 amends
+the guidance in ARB No. 43, Chapter 4, Inventory
+Pricing, to require current period recognition of abnormal
+amounts of idle facility expense, freight, handling costs and
+wasted material (spoilage). Adoption is not expected to have a
+material effect on our financial position or results of
+operations.
+The FASB issued Statement of Financial Accounting Standard
+No. 153, Exchanges of Nonmonetary Assets — an
+amendment of APB Opinion No. 29
+(“SFAS 153”). FAS 153 is effective, and
+will be adopted, for nonmonetary asset exchanges occurring in
+fiscal periods beginning after June 15, 2005 and is to be
+applied prospectively. SFAS 153 eliminates the exception
+for fair value treatment of nonmonetary exchanges of similar
+productive assets and replaces it with a general exception for
+exchanges of nonmonetary assets that do not have commercial
+substance. A nonmonetary exchange has commercial substance if
+the future cash flows of the entity are expected to change
+significantly as a result of the exchange. Adoption is not
+expected to have a material effect on our financial position or
+results of operations.
+The FASB issued Statement of Financial Accounting standards
+No. 154, Accounting changes and Error
+Corrections — a replacement of APB Opinion No. 20
+and FASB Statement No. 3 (“SFAS 154”).
+SFAS 154 is effective, and will be adopted for accounting
+changes made in fiscal years beginning after December 15,
+2005 and is to be applied retrospectively. SFAS 154
+requires that retroactive application of a change in accounting
+principle be limited to the direct effects of the change.
+Adoption is not expected to have a material effect on the
+Company’s financial position or results of operations.
+Reclassifications — Certain reclassifications
+have been made to the 2004 and 2003 consolidated financial
+statements in order for them to conform with the 2005
+presentation.
+F-13
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+2. 
+Embezzlement and Restatements 
+On November 3, 2005, the Company announced the resignation
+of its CFO, Jonathan D. Nelson (“Nelson”). On
+November 10, 2005, the Company announced that, based on
+information received by Company senior management on
+November 9, 2005, the Audit Committee of the Company’s
+Board of Directors began an investigation into an apparent
+embezzlement from the Company by Nelson.
+On December 22, 2005, upon recommendation of Company
+management and the Audit Committee of its Board of Directors,
+the Company announced that based on the results to date of its
+internal investigation into the facts and circumstances
+surrounding the embezzlement by Nelson, the Company would
+restate previously issued financial statements and amend its
+previously issued Annual Report on
+Form 10-K for the
+year ended December 31, 2004 and Quarterly Reports on
+Form 10-Q for the
+periods ended March 31, June 30 and September 30,
+2005. These restatements reflect losses incurred as a result of
+payments made to or for the benefit of Nelson that had been
+recognized in the Company’s accounting records and
+previously issued financial statements as payments for assets
+and services that were not received by the Company. Previously
+issued financial statements have also been restated for the
+effects of the correction of other errors that are immaterial
+both individually and in the aggregate. These other adjustments
+relate primarily to previously reported property and equipment
+balances that resulted from our review of our property and
+equipment records and the underlying physical assets in
+connection with investigation of the embezzlement. The Company
+has restated such financial statements, and on March 17,
+2006, the Company filed its amended Annual Report on
+Form 10-K/A and on
+March 27, 2006, the Company filed its amended Quarterly
+Reports on
+Form 10-Q/A with
+the SEC.
+Most of the embezzled funds result from Nelson causing the
+wiring of Company funds aggregating approximately
+$72.3 million, to, or for the benefit of, entities owned
+and controlled by him. Nelson was originally able to initiate
+these wire transfers by requesting the wire transfers himself in
+telephone calls to one of the Company’s banks. After
+changes to the Company’s internal controls and procedures
+in 2004, Nelson initiated the wire transfers through
+instructions to one of his subordinates and by the creation of
+fraudulent invoices containing forged senior management
+approvals. This false documentation was created by our former
+CFO to conceal the true nature of these transactions from the
+Company and its independent registered public accountants.
+Nelson also instructed certain former employees, who worked
+under his supervision, to alter management reports related to
+property and equipment expenditures. Nelson also created
+fictitious property and equipment approval forms with forged
+signatures.
+The total amount embezzled was approximately $77.5 million
+in cash, excluding any tax effects, beginning with the year
+ended December 31, 1998 through November 3, 2005 as
+follows (in thousands):
+From 1998 to December 31, 2004 
+$ 
+58,961 
+From January 1, 2005 to September 30, 2005(1) 
+12,193 
+Total through September 30, 2005 
+71,154 
+From October 1, 2005 to November 3, 2005 (net of
+$1,500 repayment)(1) 
+6,350 
+Total embezzlement 
+$ 
+77,504 
+(1) 
+The total amount embezzled during 2005 was $18,543,000 and the
+Company incurred $1,500,000 of professional fees and expenses as
+a result of the embezzlement. Accordingly, the total embezzled
+funds and related expenses in 2005 were $20,043,000. 
+The Company promptly advised the United States Securities and
+Exchange Commission (“SEC”) when it became aware of
+the embezzlement. The SEC promptly obtained a freeze order on
+Nelson’s assets
+F-14
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+(including assets held by entities controlled by him) and a
+Receiver was appointed to collect those assets. The United
+States attorney for the Northern District of Texas obtained an
+indictment against Nelson and investigation of this matter
+continues.
+The Company understands that the Receiver will ultimately
+liquidate the assets and propose a plan to distribute the
+proceeds. While the Company believes it has a claim for at least
+the full amount embezzled, other creditors have or may assert
+claims on the assets held by the Receiver. As a result, recovery
+by the Company from the Receiver is uncertain as to timing and
+amount, if any. Recoveries, if any, will be recognized when they
+are considered collectable.
+The financial statements and related financial and statistical
+data contained in this Report have been restated to provide for,
+net of related tax effects, (1) the effects of losses
+incurred as a result of the embezzlement and (2) the
+effects of the correction of other errors that are immaterial
+both individually and in the aggregate. The effects of the
+embezzlement and other adjustments on the company’s
+financial position follow:
+As of December 31, 
+Effects of 
+Effects of 
+Previously 
+Adjustment for 
+Other 
+Reported 
+Embezzlement 
+Adjustments 
+Restated 
+(In thousands) 
+2004: 
+Property and equipment: 
+At cost 
+$ 
+1,400,848 
+$ 
+(55,211 
+) 
+$ 
+(6,866 
+) 
+$ 
+1,338,771 
+Accumulated depreciation 
+(571,973 
+) 
+1,348 
+(3,127 
+) 
+(573,752 
+) 
+Net 
+828,875 
+(53,863 
+) 
+(9,993 
+) 
+765,019 
+Goodwill 
+101,326 
+(2,270 
+) 
+— 
+99,056 
+Total assets 
+1,322,911 
+(56,133 
+) 
+(9,993 
+) 
+1,256,785 
+Federal and state income taxes payable 
+2,754 
+1,311 
+166 
+4,231 
+Deferred tax liabilities, net 
+162,040 
+(22,159 
+) 
+594 
+140,475 
+Liabilities 
+315,372 
+(20,848 
+) 
+760 
+295,284 
+Retained earnings 
+415,489 
+(35,285 
+) 
+(6,492 
+) 
+373,712 
+Accumulated other comprehensive income 
+11,611 
+— 
+(4,261 
+) 
+7,350 
+Stockholders’ equity 
+1,007,539 
+(35,285 
+) 
+(10,753 
+) 
+961,501 
+2003: 
+Federal and state income taxes receivable 
+$ 
+12,667 
+$ 
+(1,044 
+) 
+$ 
+(170 
+) 
+$ 
+11,453 
+Property and equipment: 
+At cost 
+1,161,536 
+(38,240 
+) 
+(4,992 
+) 
+1,118,304 
+Accumulated depreciation 
+(467,905 
+) 
+890 
+(891 
+) 
+(467,906 
+) 
+Net 
+693,631 
+(37,350 
+) 
+(5,883 
+) 
+650,398 
+Goodwill 
+51,179 
+(146 
+) 
+— 
+51,033 
+Total assets 
+1,084,114 
+(38,540 
+) 
+(6,053 
+) 
+1,039,521 
+Deferred tax liabilities, net 
+143,309 
+(15,044 
+) 
+386 
+128,651 
+Liabilities 
+264,365 
+(15,044 
+) 
+386 
+249,707 
+Retained earnings 
+317,627 
+(23,496 
+) 
+(3,894 
+) 
+290,237 
+Accumulated other comprehensive income 
+6,934 
+— 
+(2,545 
+) 
+4,389 
+Stockholders’ equity 
+819,749 
+(23,496 
+) 
+(6,439 
+) 
+789,814 
+F-15
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The effects of the embezzlement and other adjustments on the
+Company’s results of operations and cash flows follow:
+Year Ended December 31, 
+Effects of 
+Effects of 
+Previously 
+Adjustment for 
+Other 
+Reported 
+Embezzlement 
+Adjustments 
+Restated 
+(In thousands, except per share amounts) 
+2004: 
+Depreciation, depletion, amortization and impairment 
+$ 
+119,395 
+$ 
+(461 
+) 
+$ 
+3,866 
+$ 
+122,800 
+Selling, general and administrative 
+32,007 
+(24 
+) 
+— 
+31,983 
+Other (including gain or loss on sale of assets) 
+1,655 
+— 
+(244 
+) 
+1,411 
+Embezzled funds expense 
+— 
+19,122 
+— 
+19,122 
+Operating income 
+171,214 
+(18,637 
+) 
+(4,110 
+) 
+148,467 
+Income before income taxes 
+171,894 
+(18,637 
+) 
+(4,110 
+) 
+149,147 
+Income tax expense 
+63,161 
+(6,848 
+) 
+(1,512 
+) 
+54,801 
+Net income 
+108,733 
+(11,789 
+) 
+(2,598 
+) 
+94,346 
+Per common share: 
+Basic 
+0.65 
+(0.07 
+) 
+(0.02 
+) 
+0.57 
+Diluted 
+0.64 
+(0.07 
+) 
+(0.02 
+) 
+0.56 
+Net cash provided by (used in): 
+Operating activities 
+222,289 
+(19,098 
+) 
+— 
+203,191 
+Investing activities 
+(222,537 
+) 
+19,098 
+— 
+(203,439 
+) 
+Acquisitions 
+32,514 
+(2,127 
+) 
+— 
+30,387 
+Purchases of property and equipment 
+191,560 
+(16,971 
+) 
+— 
+174,589 
+F-16
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Year Ended December 31, 
+Effects of 
+Effects of 
+Previously 
+Adjustment for 
+Other 
+Reported 
+Embezzlement 
+Adjustments 
+Restated 
+(In thousands, except per share amounts) 
+2003: 
+Depreciation, depletion, amortization and impairment 
+$ 
+97,998 
+$ 
+(450 
+) 
+$ 
+3,286 
+$ 
+100,834 
+Selling, general and administrative 
+27,709 
+(24 
+) 
+— 
+27,685 
+Other (including gain or loss on sale of assets) 
+4,626 
+— 
+(247 
+) 
+4,379 
+Embezzled funds expense 
+— 
+17,849 
+— 
+17,849 
+Operating income 
+87,190 
+(17,375 
+) 
+(3,533 
+) 
+66,282 
+Income before income taxes and cumulative effect of change in
+accounting principle 
+89,884 
+(17,375 
+) 
+(3,533 
+) 
+68,976 
+Income tax expense 
+32,996 
+(6,378 
+) 
+(1,298 
+) 
+25,320 
+Income before cumulative effect of change in accounting principle 
+56,888 
+(10,997 
+) 
+(2,235 
+) 
+43,656 
+Net income 
+56,419 
+(10,997 
+) 
+(2,235 
+) 
+43,187 
+Per common share: 
+Basic 
+0.35 
+(0.07 
+) 
+(0.01 
+) 
+0.27 
+Diluted 
+0.34 
+(0.07 
+) 
+(0.01 
+) 
+0.26 
+Net cash provided by (used in): 
+Operating activities 
+162,776 
+(17,825 
+) 
+— 
+144,951 
+Investing activities 
+(154,603 
+) 
+17,825 
+— 
+(136,778 
+) 
+Purchases of property and equipment 
+116,626 
+(17,825 
+) 
+— 
+98,801 
+3. 
+Acquisitions 
+2005 Acquisitions 
+Key Energy Services, Inc. — On January 15,
+2005, the Company purchased land drilling assets from Key Energy
+Services, Inc. for $61.8 million. The assets included 25
+active and 10 stacked land-based drilling rigs, related drilling
+equipment, yard facilities and a rig moving fleet consisting of
+approximately 45 trucks and 100 trailers. The transaction
+was accounted for as an acquisition of assets and the purchase
+price was allocated among the assets acquired based on their
+estimated fair market values.
+Other — On June 17, 2005, the Company
+acquired one land-based drilling rig for $3.6 million and
+on September 29, 2005, the Company acquired five land-based
+drilling rigs and related drilling equipment for
+$8.2 million. The transactions were accounted for as
+acquisitions of assets and the purchase price was allocated
+among the assets acquired based on their estimated fair market
+values.
+2004 Acquisition 
+TMBR/ Sharp Drilling, Inc. — On
+February 11, 2004, the Company completed its acquisition of
+TMBR, a Texas corporation, in which one of its wholly-owned
+subsidiaries acquired 100% of the remaining outstanding shares
+of TMBR. Operations of TMBR subsequent to February 11,
+2004, are included in the Company’s consolidated financial
+statements. The transaction was accounted for as a business
+combination and the purchase price was allocated among the
+assets acquired and liabilities assumed based on their
+F-17
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+estimated fair market values. The assets of TMBR included
+18 land-based drilling rigs and related equipment, shop
+facilities, equipment yards and their oil and natural gas
+properties.
+The purchase price was calculated as follows (restated (See
+Note 2), in thousands, except per share data and exchange
+ratio):
+Cash of $9.09 per share for the 4,447 TMBR shares
+outstanding at February 11, 2004, excluding the 1,059 TMBR
+shares owned by Patterson-UTI 
+$ 
+40,423 
+Patterson-UTI shares issued at $17.82 per share (4,447 TMBR
+shares X .624332 exchange ratio X $17.82) 
+49,476 
+1,059 TMBR shares previously acquired by the Company 
+19,771 
+Acquisition costs 
+10,511 
+Less: Cash acquired 
+(7,909 
+) 
+Total purchase price 
+$ 
+112,272 
+The purchase price was allocated among assets acquired and
+liabilities assumed based on their estimated fair market values
+as follows (restated (See Note 2), in thousands):
+Current assets 
+$ 
+7,181 
+Fixed assets 
+60,784 
+Other long term assets 
+172 
+Deferred tax assets 
+13,080 
+Goodwill 
+48,020 
+Current liabilities 
+(7,080 
+) 
+Other long term liabilities 
+(1,090 
+) 
+Deferred tax liability 
+(8,795 
+) 
+Total purchase allocation 
+$ 
+112,272 
+The Company acquired TMBR to increase its productive asset base
+in the Permian Basin, which is one of the most active land
+drilling regions in the U.S. TMBR was well established in
+the contract drilling industry and maintained favorable customer
+relationships. Goodwill was recognized in the transaction as a
+result of these factors.
+The following represents pro-forma unaudited financial
+information as if the acquisition had been completed on
+January 1, 2003 (in thousands, except per share amounts):
+Restated (See Note 2) 
+2004 
+2003 
+Revenue 
+$ 
+1,005,357 
+$ 
+818,774 
+Income before cumulative effect of change in accounting principle 
+94,047 
+45,430 
+Net income 
+94,047 
+44,961 
+Earnings per share: 
+Basic 
+$ 
+0.57 
+$ 
+0.28 
+Diluted 
+$ 
+0.56 
+$ 
+0.27 
+F-18
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+2003 Acquisitions 
+SEI Drilling Company — On January 31,
+2003, the Company acquired four land-based drilling rigs and
+related equipment from SEI Drilling Company for
+$6.0 million in cash. The transaction was accounted for as
+an acquisition of assets and the purchase price was allocated
+among the assets acquired based on their estimated fair market
+values.
+Mesa Drilling, Inc. — On February 7, 2003,
+the Company acquired three land-based drilling rigs, a yard and
+other related equipment from Mesa Drilling, Inc. and related
+entities for $10.5 million in cash. The transaction was
+accounted for as an acquisition of assets and the purchase price
+was allocated among the assets acquired based on their estimated
+fair market values.
+Other — On April 28, 2003, the Company
+acquired two land-based drilling rigs for $3.9 million in
+cash. The transaction was accounted for as an acquisition of
+assets and the purchase price was allocated among the assets
+acquired based on their estimated fair market values.
+Hexadyne Drilling Corporation — On May 30,
+2003, the Company acquired seven land-based drilling rigs and
+related equipment from Hexadyne Drilling Corporation for
+$10.1 million in cash. The transaction was accounted for as
+an acquisition of assets and the purchase price was allocated
+among the assets acquired based on their estimated fair market
+values.
+Fort Drilling LLC — On November 17,
+2003, the Company acquired three land-based drilling rigs, a
+shop facility and related equipment from Fort Drilling LLC
+for $7.2 million in cash. The transaction was accounted for
+as an acquisition of assets and the purchase price was allocated
+among the assets acquired based on their estimated fair market
+values.
+Other — In addition to the above mentioned
+acquisitions, the Company spent approximately $3.1 million
+on other acquisitions of assets and costs associated with the
+acquisitions completed during 2003.
+4. 
+Comprehensive Income 
+The following table illustrates the Company’s comprehensive
+income including the effects of foreign currency translation
+adjustments for the years ended December 31, 2005, 2004 and
+2003 (in thousands):
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+Net income 
+$ 
+372,740 
+$ 
+94,346 
+$ 
+43,187 
+Other comprehensive income: 
+Foreign currency translation adjustment related to Canadian
+operations 
+1,215 
+2,961 
+5,553 
+Comprehensive income 
+$ 
+373,955 
+$ 
+97,307 
+$ 
+48,740 
+F-19
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+5. 
+Property and Equipment 
+Property and equipment consisted of the following at
+December 31, 2005 and 2004 (in thousands):
+Restated 
+(See Note 2) 
+2005 
+2004 
+Equipment 
+$ 
+1,633,911 
+$ 
+1,239,519 
+Oil and natural gas properties 
+79,079 
+82,711 
+Buildings 
+22,490 
+12,892 
+Land 
+5,611 
+3,649 
+1,741,091 
+1,338,771 
+Less accumulated depreciation and depletion 
+(687,246 
+) 
+(573,752 
+) 
+$ 
+1,053,845 
+$ 
+765,019 
+6. 
+Goodwill 
+Goodwill is evaluated to determine if the fair value of the
+asset has decreased below its carrying value. At
+December 31, 2005 the Company performed its annual goodwill
+evaluation and determined no adjustment to impair goodwill was
+necessary. Goodwill as of December 31, 2005 and 2004 are as
+follows (in thousands):
+Restated 
+(See Note 2) 
+2005 
+2004 
+Drilling: 
+Goodwill at beginning of period 
+$ 
+89,092 
+$ 
+41,069 
+Goodwill in TMBR 
+— 
+48,020 
+Other 
+— 
+3 
+Goodwill at end of period 
+89,092 
+89,092 
+Drilling and completion fluids: 
+Goodwill at beginning of period 
+9,964 
+9,964 
+Changes to goodwill 
+— 
+— 
+Goodwill at end of period 
+9,964 
+9,964 
+Total goodwill 
+$ 
+99,056 
+$ 
+99,056 
+7. 
+Investment in Equity Securities 
+As a result of the Company increasing its ownership of TMBR from
+19.5% to 100% in 2004, the Company’s consolidated financial
+statements for 2003 were previously restated to provide for the
+retroactive application of the equity method of accounting for
+the investment in TMBR.
+F-20
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The following tables present the effects of all restatements for
+the year ended December 31, 2003 (in thousands, except per
+share amounts):
+Previously 
+Effects of 
+Reported 
+Adjustment 
+Effects of 
+Effects of 
+on Cost 
+to Equity 
+Adjustment for 
+Other 
+Basis 
+Method 
+Embezzlement 
+Adjustments 
+Restated 
+Other income (loss) 
+$ 
+143 
+$ 
+1,727 
+$ 
+— 
+$ 
+— 
+$ 
+1,870 
+Deferred income tax expense 
+$ 
+17,274 
+$ 
+634 
+$ 
+(6,615 
+) 
+$ 
+(1,297 
+) 
+$ 
+9,996 
+Net income 
+$ 
+55,326 
+$ 
+1,093 
+$ 
+(10,997 
+) 
+$ 
+(2,235 
+) 
+$ 
+43,187 
+Comprehensive income, net of tax 
+$ 
+65,689 
+$ 
+(497 
+) 
+$ 
+(10,997 
+) 
+$ 
+(5,455 
+) 
+$ 
+48,740 
+Net income per common share: 
+Basic 
+$ 
+0.34 
+$ 
+0.01 
+$ 
+(0.07 
+) 
+$ 
+(0.01 
+) 
+$ 
+0.27 
+Diluted 
+$ 
+0.34 
+$ 
+0.01 
+$ 
+(0.07 
+) 
+$ 
+(0.01 
+) 
+$ 
+0.26 
+8. 
+Accrued Expenses 
+Accrued expenses consisted of the following at December 31,
+2005 and 2004 (in thousands):
+2005 
+2004 
+Salaries, wages, payroll taxes and benefits 
+$ 
+33,816 
+$ 
+21,245 
+Workers’ compensation liability 
+47,107 
+38,677 
+Sales, use and other taxes 
+9,484 
+5,863 
+Insurance, other than workers’ compensation 
+11,365 
+7,061 
+Other 
+10,704 
+6,317 
+$ 
+112,476 
+$ 
+79,163 
+9. 
+Asset Retirement Obligation 
+Statement of Financial Accounting Standards No. 143,
+“Accounting for Asset Retirement Obligations,”
+(“SFAS 143”), requires that the Company record a
+liability for the estimated costs to be incurred in connection
+with the abandonment of oil and natural gas properties in the
+future. The following table describes the changes to the
+Company’s asset retirement obligations during 2005 and 2004
+(in thousands):
+2005 
+2004 
+Balance at beginning of year 
+$ 
+2,358 
+$ 
+1,163 
+Liabilities incurred* 
+101 
+1,277 
+Liabilities settled 
+(808 
+) 
+(153 
+) 
+Accretion expense 
+74 
+71 
+Asset retirement obligation at end of year 
+$ 
+1,725 
+$ 
+2,358 
+* 
+The 2004 amount includes $1,091 of liabilities assumed in the
+acquisition of TMBR. 
+As a result of the Company’s adoption of SFAS 143, a
+cumulative effect of change in accounting principle of
+approximately $469,000, net of tax, was recorded in the first
+quarter of 2003.
+F-21
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+10. 
+Notes Payable 
+The Company replaced its prior credit facility in December 2004
+with a five-year, $200 million unsecured revolving line of
+credit (“LOC”). Interest is to be paid on outstanding
+LOC balances at a floating rate ranging from LIBOR plus 0.625%
+to 1.0% or the prime rate. This arrangement includes various
+fees, including a commitment fee on the average daily unused
+amount (0.15% at December 31, 2005). There are customary
+restrictions and covenants associated with the LOC. Financial
+covenants provide for a maximum debt to capitalization ratio and
+a minimum interest coverage ratio. The Company does not expect
+that the restrictions and covenants will restrict its ability to
+operate or react to opportunities that might arise. Availability
+under the LOC is reduced by outstanding letters of credit which
+totaled $56 million at December 31, 2005. There were
+no outstanding borrowings under the LOC at December 31,
+2005. Costs of approximately $445,000 were expensed in 2004 to
+terminate the previous $100 million credit facility.
+11. 
+Commitments, Contingencies and Other Matters 
+The Company maintains letters of credit in the aggregate amount
+of $56.0 million for the benefit of various insurance
+companies as collateral for retrospective premiums and retained
+losses which may become payable under the terms of the
+underlying insurance contracts. These letters of credit expire
+variously during each calendar year. No amounts have been drawn
+under the letters of credit.
+Contingencies — The Company’s contract
+services and oil and natural gas exploration and production
+operations are subject to inherent risks, including blowouts,
+cratering, fire and explosions which could result in personal
+injury or death, suspended drilling operations, damage to, or
+destruction of equipment, damage to producing formations and
+pollution or other environmental hazards.
+As a protection against these hazards, the Company maintains
+general liability insurance coverage of $2.0 million per
+occurrence with $4.0 million of aggregate coverage and
+excess liability and umbrella coverages up to $75.0 million
+per occurrence and in the aggregate. The Company maintains a
+$1.0 million per occurrence deductible on its workers’
+compensation insurance and its general liability insurance
+coverages. These levels of self-insurance expose the Company to
+increased operating costs and risks.
+We have signed non-cancelable commitments to purchase
+$118 million of equipment to be received throughout 2006.
+Net income for the year ended December 31, 2005 includes a
+charge of $4.2 million related to the financial failure of
+a workers’ compensation insurance carrier that had provided
+coverage for the Company in prior years.
+The Company believes it is adequately insured for public
+liability and property damage to others with respect to its
+operations. However, such insurance may not be sufficient to
+protect the Company against liability for all consequences of
+well disasters, extensive fire damage, or damage to the
+environment. The Company also carries insurance to cover
+physical damage to, or loss of, its rigs; however, it does not
+carry insurance against loss of earnings resulting from such
+damage or loss.
+In December 2005, two purported derivative actions were filed in
+Texas state court in Scurry County, Texas, against the directors
+of the Company, alleging that the directors breached their
+fiduciary duties to the Company as a result of alleged failure
+to timely discover the embezzlement. The Board of Directors
+formed a special litigation committee to review and inquire
+about these allegations and recommend the Company’s
+response, if any. Further legal proceedings in these suits have
+been stayed pending completion of the work of the special
+litigation committee. The lawsuits seek recovery on behalf of
+and for the Company and do not seek recovery from the Company.
+F-22
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The Company is party to various other legal proceedings arising
+in the normal course of its business. The Company does not
+believe that the outcome of these proceedings, either
+individually or in the aggregate, will have a material adverse
+effect on its financial condition.
+Other Matters — Effective January 29,
+2004, the Company entered into Change in Control Agreements with
+its Chairman of the Board, Chief Executive Officer, President,
+two Senior Vice Presidents and Nelson (the “Key
+Employees”). On November 3, 2005, Nelson resigned,
+which resulted in the expiration of his Change in Control
+Agreement. Each Change in Control Agreement generally has a
+three-year term with automatic twelve month renewals unless the
+Company notifies the Key Employee at least ninety days before
+the end of such renewal period that the term will not be
+extended. If a change in control of the Company occurs during
+the term of the agreement and the Key Employee’s employment
+is terminated (i) by the Company other than for cause or
+other than automatically as a result of death, disability or
+retirement or (ii) by the Key Employee for good reason (as
+those terms are defined in the Change in Control Agreements),
+then the Key Employee shall be entitled to, among other things,
+• 
+bonus payment equal to the greater of the highest bonus paid
+after the Change in Control Agreement was entered into and the
+average of the two annual bonuses earned in the two fiscal years
+immediately preceding a change in control (such bonus payment
+prorated for the portion of the fiscal year preceding the
+termination date); 
+• 
+a payment equal to 2.5 times (in the case of the Chairman of the
+Board, Chief Executive Officer and President and Chief Operating
+Officer) or 1.5 times (in the case of the Senior Vice
+Presidents) of the sum of (i) the highest annual salary in
+effect for such Key Employee and (ii) the average of the
+three annual bonuses earned by the Key Employee for the three
+fiscal years preceding the termination date; and 
+• 
+continued coverage under the Company’s welfare plans for up
+to three years (in the case of the Chairman of the Board, Chief
+Executive Officer and President and Chief Operating Officer) or
+two years (in the case of the Senior Vice Presidents). 
+Each Change in Control Agreement provides the Key Employee with
+a full gross-up payment
+for any excise taxes imposed on payments and benefits received
+under the Change in Control Agreements or otherwise, including
+other taxes that may be imposed as a result of the
+gross-up payment.
+12. 
+Stockholders’ Equity 
+During the second quarters of 2004 and 2005 and third quarter of
+2005, the Company granted restricted shares of the
+Company’s common stock (the “Restricted Shares”)
+to certain key employees under the Patterson-UTI Energy, Inc.
+1997 Long-Term Incentive Plan, as amended, and the 2005 Plan. As
+required by APB 25, the Restricted Shares were valued based
+upon the market price of the Company’s common stock on the
+date of the grant. The 2005 grants consisted of 305,000
+restricted shares with a weighted average grant date fair value
+of $26.37 per share. The resulting value is being amortized over
+the vesting period of the stock. For the years ended
+December 31, 2005 and 2004, compensation expense of
+$1.8 million and $773,000, net of $327,000 and $5,000 of
+forfeitures and of $1.0 million and $449,000 of taxes,
+respectively, was included as a reduction in net income.
+On June 7, 2004, the Company’s Board of Directors
+authorized a stock buyback program for the purchase of up to
+$30 million of the Company’s outstanding common stock.
+During the second quarter of 2004, the Company purchased
+100,000 shares of its common stock in the open market for
+approximately $1.5 million (adjusted to reflect the
+two-for-one stock split on June 30, 2004). During the
+fourth quarter of 2005, the Company purchased
+355,000 shares of its common stock in the open market for
+approximately $12.2 million. These shares are included in
+treasury stock. On March 27, 2006, the Company’s Board
+of Directors increased the stock buyback program to allow the
+future purchases of up to $200 million of the
+Company’s outstanding common stock.
+F-23
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+On April 28, 2004, the Company’s Board of Directors
+authorized a two-for-one stock split in the form of a stock
+dividend which was distributed on June 30, 2004 to holders
+of record on June 14, 2004. In connection with the
+two-for-one stock split, an adjustment was made to reclassify an
+amount from retained earnings to common stock to account for the
+par value of the common stock issued as a stock dividend. This
+adjustment had no overall effect on equity. The prior year
+balance sheet was not restated as a result of this transaction;
+however, historical earnings per share amounts included in the
+Consolidated Statements of Income and elsewhere in this Report
+have been restated as if the two-for-one stock split had
+occurred on January 1, 2003.
+On April 28, 2004, the Company’s Board of Directors
+approved the initiation of a quarterly cash dividend of $0.02 on
+each share of its common stock which was paid on June 2,
+2004. Quarterly dividends in the amount of $0.02 per share
+were also paid on September 1, 2004 and December 1,
+2004. Total dividends paid in 2004 were approximately
+$10 million. In February 2005, the Company’s Board of
+Directors approved an increase in the quarterly cash dividend on
+the Company’s common stock to $0.04 per share from
+$0.02 per share. Quarterly cash dividends in the amount of
+$0.04 per share were paid on March 4, 2005,
+June 1, 2005, September 1, 2005 and December 1,
+2005. Total cash dividends in 2005 were approximately
+$27.3 million. The next quarterly cash dividend is to be
+paid to holders of record on March 15, 2006 and paid on
+March 30, 2006. The amount and timing of all future
+dividend payments is subject to the discretion of the Board of
+Directors and will depend upon business conditions, results of
+operations, financial condition, terms of the Company’s
+credit facilities and other factors.
+In February 2004, the Company completed its acquisition of TMBR
+in which one of its wholly-owned subsidiaries acquired 100% of
+the remaining outstanding shares of TMBR for a net cash payment
+of $32.5 million ($40.4 million paid to TMBR
+shareholders less $7.9 million in cash acquired in the
+transaction) and the issuance of 2.78 million shares of the
+Company’s common stock valued at $17.82 per share
+(adjusted to reflect the two-for-one stock split on
+June 30, 2004). The assets of TMBR included
+18 land-based drilling rigs and related equipment, shop
+facilities, equipment yards and their oil and natural gas
+properties. The transaction was accounted for as a business
+combination and the purchase price was allocated among the
+assets acquired and liabilities assumed based on their estimated
+fair market values (see Note 3).
+13. 
+Stock Options and Warrants 
+Employee and Non-Employee Director Stock Option
+Plans — The Company has eight stock option plans
+of which one has shares available for grant. The remaining six
+plans are dormant and the Company does not
+F-24
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+intend to grant any further options under such plans. At
+December 31, 2005, the Company’s stock option plans
+were as follows:
+Options 
+Options 
+Authorized 
+Options 
+Available 
+Plan Name 
+for Grant 
+Outstanding 
+for Grant 
+Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan
+(“2005 Plan”)(1) 
+6,250,000 
+— 
+5,464,217 
+Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term
+Incentive Plan, as amended (“1997 Plan”) 
+— 
+5,010,603 
+— 
+Amended and Restated Patterson-UTI Energy, Inc. 2001 Long-Term
+Incentive Plan (“2001 Plan”) 
+— 
+888,304 
+— 
+Amended and Restated Non-Employee Director Stock Option Plan of
+Patterson-UTI Energy, Inc. (“Non- Employee Director
+Plan”) 
+— 
+200,000 
+— 
+1997 Stock Option Plan of DSI Industries, Inc. (“DSI
+Plan”) 
+— 
+536 
+— 
+Amended and Restated Patterson-UTI Energy, Inc. 1996 Employee
+Stock Option Plan (“1996 Plan”) 
+— 
+95,800 
+— 
+Patterson-UTI Energy, Inc., 1993 Incentive Stock Plan, as
+amended (“1993 Plan”) 
+— 
+142,800 
+— 
+(1) 
+Plan is for the benefit of employees of the Company, including
+officers and directors of the Company. 
+The Company’s active plan is the 2005 Plan. A summary of
+this plan is set forth below.
+2005 Plan 
+• 
+Administered by the Compensation Committee of the Board of
+Directors. 
+• 
+All employees including officers and directors are eligible for
+awards. 
+• 
+Vesting schedule is set by the Compensation Committee, however,
+typically awards vest over 4 years. 
+• 
+The Compensation Committee sets the term of the award except
+that no option can have a term of longer than 10 years. 
+• 
+The awards granted under the plan, unless otherwise stated in
+the grant thereof, do not vest upon a change of control as
+defined in the plan. 
+• 
+All options granted under the plan are granted with an exercise
+price equal to or greater than the fair market value of the
+Company’s common stock at the time the option is granted. 
+• 
+The plan provides for awards of incentive stock options,
+non-incentive stock options, tandem and freestanding stock
+appreciation rights, restricted stock awards, other stock unit
+awards, performance share awards, performance unit awards and
+dividend equivalents. 
+1997 Plan — Options granted under the 1997 Plan
+vest over three or five years as dictated by the Compensation
+Committee. These options typically had terms of ten years. All
+options were granted with an exercise price equal to the fair
+market value of the Company’s common stock at the time of
+grant. Restricted Stock Awards granted under the 1997 Plan vest
+over four years.
+2001 Plan — Options granted under the 2001 Plan
+vest over five years as dictated by the Compensation Committee.
+These options had terms of ten years. All options were granted
+with an exercise price equal to the fair market value of the
+Company’s common stock at the time of grant. Restricted
+Stock Awards granted under the 2001 Plan vest over four years.
+F-25
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Non-Employee Director Plan — Options granted
+under the Non-Employee Director Plan vest on the first
+anniversary of the option grant. Non-Employee Director Plan
+options have five year terms. All options were granted with an
+exercise price equal to the fair market value of the
+Company’s common stock at the time of grant.
+DSI Plan — Options granted under the DSI plan
+typically vested at a rate of 33% per year with ten year
+terms. All options were granted with an exercise price equal to
+the fair market value of the Company’s common stock at the
+time of grant.
+1996 Plan — Options granted under the 1996 plan
+vested over one, four and five years as dictated by the
+Compensation Committee. These options had terms of five and ten
+years as dictated by the Compensation Committee. All options
+were granted with an exercise price equal to the fair market
+value of the Company’s common stock at the time of grant.
+1993 Plan — Options granted under the 1993
+Plan, typically had terms of 10 years and vested over five
+years in 20% increments beginning at the end of the first year.
+These options vest in the event of a change of control as
+defined in the plan. All options were granted with an exercise
+price equal to the fair market value of the Company’s
+common stock at the time of grant.
+A summary of the status of the Company’s stock options
+issued as of December 31, 2005, 2004 and 2003 and the
+changes during each of the years then ended are presented below
+(in thousands, except weighted average exercise price):
+2005 
+2004 
+2003 
+No. of 
+Weighted 
+No. of 
+Weighted 
+No. of 
+Weighted 
+Shares of 
+Average 
+Shares of 
+Average 
+Shares of 
+Average 
+Underlying 
+Exercise 
+Underlying 
+Exercise 
+Underlying 
+Exercise 
+Options 
+Price 
+Options 
+Price 
+Options 
+Price 
+Outstanding at beginning of year 
+10,006 
+$ 
+12.24 
+12,276 
+$ 
+10.31 
+12,277 
+$ 
+8.81 
+Granted 
+675 
+24.63 
+640 
+19.19 
+1,830 
+16.24 
+Exercised 
+(4,044 
+) 
+10.75 
+(2,852 
+) 
+5.55 
+(1,736 
+) 
+5.92 
+Surrendered/Expired 
+(299 
+) 
+15.23 
+(58 
+) 
+8.76 
+(95 
+) 
+9.99 
+Outstanding at end of year 
+6,338 
+$ 
+14.37 
+10,006 
+$ 
+12.24 
+12,276 
+$ 
+10.31 
+Exercisable at end of year 
+4,809 
+$ 
+13.33 
+6,377 
+$ 
+11.68 
+5,972 
+$ 
+8.15 
+F-26
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The following table summarizes information about stock options
+outstanding at December 31, 2005:
+Options Outstanding 
+Options Exercisable 
+Weighted 
+Average 
+Weighted 
+Weighted 
+Remaining 
+Average 
+Average 
+Number 
+Contracted 
+Exercise 
+Number 
+Exercise 
+Range of Exercise Prices 
+Outstanding 
+Life 
+Price 
+Exercisable 
+Prices 
+$1.5625 to $ 2.50 
+136,100 
+3.25 
+$ 
+2.24 
+136,100 
+$ 
+2.24 
+$ 2.51 to $ 5.00 
+41,300 
+2.16 
+$ 
+4.94 
+41,300 
+$ 
+4.94 
+$ 5.01 to $ 7.50 
+53,436 
+1.65 
+$ 
+7.36 
+53,436 
+$ 
+7.36 
+$ 7.51 to $10.00 
+1,256,470 
+5.46 
+$ 
+8.01 
+879,170 
+$ 
+8.03 
+$ 10.01 to $12.50 
+42,500 
+2.05 
+$ 
+11.48 
+42,500 
+$ 
+11.48 
+$ 12.51 to $15.00 
+1,849,904 
+6.58 
+$ 
+13.43 
+1,680,771 
+$ 
+13.34 
+$ 15.01 to $24.63 
+2,958,333 
+7.68 
+$ 
+18.53 
+1,976,111 
+$ 
+16.81 
+6,338,043 
+6.70 
+$ 
+14.37 
+4,809,388 
+$ 
+13.33 
+Pro Forma Stock-Based Compensation Disclosure —
+Pro forma information in accordance with SFAS 123 regarding
+net income and earnings per share, as described in Note 1,
+has been determined as if the Company had accounted for its
+employee stock options under the fair value method as defined in
+that statement. The fair value of each stock option granted is
+estimated on the date of grant using the Black-Scholes option
+valuation model with the following weighted-average assumptions
+for grants in 1996 through 2005 respectively; dividend yield of
+0.65% for all 2005 grants, 0.06% for all 2004 grants and 0.00%
+for all other grants; risk-free interest rates are different for
+each grant and range from 2.18% to 7.02%; the expected term
+ranges from 3 to 6 years; and a volatility of 38.68% for
+all 1996 grants, 35.97% for all 1997 grants, 51.08% for all 1998
+grants, 61.97% for all 1999 grants, 67.71% for all 2000 grants,
+68.33% for all 2001 grants, 63.02% for all 2002 grants, 44.04%
+for all 2003 grants, 36.84% for all 2004 grants and 26.95% for
+all 2005 grants. The effects of applying SFAS 123 in this
+pro forma disclosure are not indicative of future amounts.
+SFAS 123 does not apply to awards prior to 1996.
+Stock Purchase Warrants — In December 2001, the
+Company issued 650,000 warrants exercisable at $13.375 per
+share as partial consideration for the purchase of 17 drilling
+rigs and related equipment from Cleere Drilling Company. The
+warrants were fully exercisable at the date of issuance. All of
+the warrants were exercised in December 2004.
+F-27
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Tabular Summary — The following table
+summarizes information regarding the Company’s stock
+options and warrants granted under the provisions of the
+aforementioned plans as well as stock options and warrants
+issued pursuant to transactions described above (in thousands,
+except weighted average exercise prices):
+Weighted 
+Average 
+Shares 
+Exercise Price 
+Granted 
+2005 
+675 
+$ 
+24.63 
+2004 
+640 
+$ 
+19.19 
+2003 
+1,830 
+16.24 
+Exercised 
+2005 
+4,044 
+$ 
+10.75 
+2004 
+3,502 
+$ 
+7.00 
+2003 
+1,941 
+6.46 
+Surrendered 
+2005 
+299 
+$ 
+15.23 
+2004 
+58 
+$ 
+8.76 
+2003 
+95 
+9.99 
+Outstanding at Year End 
+2005 
+6,338 
+$ 
+14.37 
+2004 
+10,006 
+$ 
+12.24 
+2003 
+12,926 
+10.47 
+Exercisable at Year End 
+2005 
+4,809 
+$ 
+13.33 
+2004 
+6,377 
+$ 
+11.68 
+2003 
+6,622 
+8.66 
+14. 
+Leases 
+The Company incurred rent expense, consisting primarily of daily
+rental charges for the use of drilling equipment, of
+$10.5 million, $9.1 million and $8.6 million, for
+the years 2005, 2004 and 2003, respectively. The Company’s
+obligations under non-cancelable operating lease agreements are
+not material to the Company’s operations.
+F-28
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+15. 
+Income Taxes 
+Components of the income tax provision applicable for Federal,
+state and foreign income taxes are as follows (in thousands):
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+Federal income tax expense (benefit): 
+Current 
+$ 
+174,635 
+$ 
+32,686 
+$ 
+14,073 
+Deferred 
+14,182 
+12,366 
+7,794 
+188,817 
+45,052 
+21,867 
+State income tax expense (benefit): 
+Current 
+13,045 
+2,031 
+1,233 
+Deferred 
+1,431 
+1,555 
+(487 
+) 
+14,476 
+3,586 
+746 
+Foreign income tax expense (benefit): 
+Current 
+7,238 
+5,235 
+18 
+Deferred 
+1,488 
+928 
+2,689 
+8,726 
+6,163 
+2,707 
+Total: 
+Current 
+194,918 
+39,952 
+15,324 
+Deferred 
+17,101 
+14,849 
+9,996 
+Total income tax expense 
+$ 
+212,019 
+$ 
+54,801 
+$ 
+25,320 
+The difference between the statutory Federal income tax rate and
+the effective income tax rate is summarized as follows:
+Restated 
+(See Note 2) 
+2005 
+2004 
+2003 
+Statutory tax rate 
+35.0 
+% 
+35.0 
+% 
+35.0 
+% 
+State income taxes 
+1.8 
+1.6 
+1.5 
+Permanent differences 
+(0.6 
+) 
+0.4 
+0.8 
+Other, net 
+0.1 
+(0.3 
+) 
+(0.6 
+) 
+Effective tax rate 
+36.3 
+% 
+36.7 
+% 
+36.7 
+% 
+In assessing the realizability of deferred tax assets,
+management considers whether it is more likely than not that
+some portion or all of the deferred tax assets will not be
+realized. The ultimate realization of deferred tax assets is
+dependent upon the generation of future taxable income during
+the periods in which those temporary differences become
+deductible. Management considers the scheduled reversal of
+deferred tax liabilities, projected future taxable income and
+tax planning strategies in making this assessment. The Company
+expects the deferred tax assets at December 31, 2005 to be
+realized as a result of the reversal during the carryforward
+period of existing taxable temporary differences giving rise to
+deferred tax liabilities and the generation of taxable income in
+the carryforward period; therefore, no valuation allowance is
+necessary.
+F-29
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The tax effect of significant temporary differences representing
+deferred tax assets and liabilities and changes therein were as
+follows (in thousands):
+Restated (See Note 2) 
+December 31, 
+Net 
+December 31, 
+Net 
+December 31, 
+Net 
+January 1, 
+2005 
+Change 
+2004 
+Change 
+2003 
+Change 
+2003 
+Deferred tax assets: 
+Current: 
+Federal net operating loss carryforwards 
+$ 
+1,870 
+$ 
+— 
+$ 
+1,870 
+$ 
+1,870 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Workers’ compensation allowance 
+19,461 
+4,584 
+14,877 
+1,545 
+13,332 
+6,159 
+7,173 
+AMT credit 
+— 
+— 
+— 
+(602 
+) 
+602 
+— 
+602 
+Other 
+11,364 
+4,386 
+6,978 
+1,238 
+5,740 
+(1,775 
+) 
+7,515 
+32,695 
+8,970 
+23,725 
+4,051 
+19,674 
+4,384 
+15,290 
+Non-current: 
+Federal net operating loss carryforwards 
+2,245 
+(1,870 
+) 
+4,115 
+4,115 
+— 
+— 
+— 
+AMT credit 
+118 
+— 
+118 
+118 
+— 
+— 
+— 
+Federal benefit of foreign deferred tax liabilities 
+8,196 
+1,488 
+6,708 
+933 
+5,775 
+2,019 
+3,756 
+Federal benefit of state deferred tax liabilities 
+4,232 
+717 
+3,515 
+421 
+3,094 
+1,275 
+1,819 
+Embezzled funds expense 
+— 
+(22,178 
+) 
+22,178 
+7,193 
+14,985 
+6,713 
+8,272 
+Other 
+937 
+174 
+763 
+763 
+— 
+— 
+— 
+15,728 
+(21,669 
+) 
+37,397 
+13,543 
+23,854 
+10,007 
+13,847 
+Total deferred tax assets 
+48,423 
+(12,699 
+) 
+61,122 
+17,594 
+43,528 
+14,391 
+29,137 
+Deferred tax liabilities: 
+Current: 
+Other 
+(6,313 
+) 
+1,421 
+(7,734 
+) 
+(4,509 
+) 
+(3,225 
+) 
+(3,225 
+) 
+— 
+Non-current: 
+Property and equipment basis difference 
+(179,725 
+) 
+(6,381 
+) 
+(173,344 
+) 
+(25,534 
+) 
+(147,810 
+) 
+(16,683 
+) 
+(131,127 
+) 
+Other 
+(5,191 
+) 
+(663 
+) 
+(4,528 
+) 
+167 
+(4,695 
+) 
+(4,795 
+) 
+100 
+(184,916 
+) 
+(7,044 
+) 
+(177,872 
+) 
+(25,367 
+) 
+(152,505 
+) 
+(21,478 
+) 
+(131,027 
+) 
+Total deferred tax liabilities 
+(191,229 
+) 
+(5,623 
+) 
+(185,606 
+) 
+(29,876 
+) 
+(155,730 
+) 
+(24,703 
+) 
+(131,027 
+) 
+Net deferred tax liability 
+$ 
+(142,806 
+) 
+$ 
+(18,322 
+) 
+$ 
+(124,484 
+) 
+$ 
+(12,282 
+) 
+$ 
+(112,202 
+) 
+$ 
+(10,312 
+) 
+$ 
+(101,890 
+) 
+Management expects to deduct accumulated net embezzlement losses
+in the Company’s 2005 tax returns, which corresponds with
+the period in which the embezzlement was detected.
+F-30
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Other deferred tax assets consist primarily of various allowance
+accounts and tax deferred expenses expected to generate future
+tax benefit of approximately $12 million. Other deferred
+tax liabilities consist primarily of receivables from insurance
+companies and tax deferred income not yet recognized for tax
+purposes.
+For tax purposes, the Company has available at December 31,
+2005, Federal net operating loss carryforwards of approximately
+$11 million and $118,000 of alternative minimum tax credit
+carryforwards. These carryforwards are attributable to the
+acquisition of TMBR in February 2004.
+The net operating loss carryforwards, if unused, are scheduled
+to expire as follows: 2006 — $1 million,
+2011 — $2 million, 2018 —
+$4 million and 2019 — $4 million. The
+alternative minimum tax credit may be carried forward
+indefinitely.
+16. 
+Employee Benefits 
+The Company maintains a 401(k) plan for all eligible
+employees. The Company’s operating results include expenses
+of approximately $2.7 million in 2005, $2.2 million in
+2004 and $1.5 million in 2003 for the Company’s
+discretionary contributions to the plan.
+17. 
+Business Segments 
+The Company conducts its business through four distinct
+operating segments: contract drilling of oil and natural gas
+wells, pressure pumping services and drilling and completion
+fluids services to operators in the oil and natural gas
+industry, and the exploration, development, acquisition and
+production of oil and natural gas. Each of these segments
+represents a distinct type of business based upon the type and
+nature of services and products offered. These segments have
+separate management teams which report to the Company’s
+chief executive officer and have distinct and identifiable
+revenues and expenses.
+Contract Drilling — The Company markets its
+contract drilling services to major and independent oil and
+natural gas operators. As of December 31, 2005, the Company
+owned 403 drilling rigs, of which 156 of the drilling rigs
+were based in the Permian Basin region, 53 in South Texas, 42 in
+the Ark-La-Tex region and Mississippi, 88 in the Mid-Continent
+region, 46 in the Rocky Mountain region and 18 in Western
+Canada. The Company operated 307 of its drilling rigs in 2005.
+Pressure Pumping — The Company provides
+pressure pumping services primarily in the Appalachian Basin.
+Pressure pumping services consist primarily of well stimulation
+and cementing for the completion of new wells and remedial work
+on existing wells. Well stimulation involves processes inside a
+well designed to enhance the flow of oil, natural gas, or other
+desired substances from the well. Cementing is the process of
+inserting material between the hole and the pipe to center and
+stabilize the pipe in the hole.
+Drilling and Completion Fluids — The Company
+provides drilling fluids, completion fluids and related services
+to oil and natural gas operators offshore in the Gulf of Mexico
+and on land in Texas, Southeastern New Mexico, Oklahoma and the
+Gulf Coast region of Louisiana. Drilling and completion fluids
+are used by oil and natural gas operators during the drilling
+process to control pressure when drilling oil and natural gas
+wells. The drilling fluids operations were added by the Company
+during 1998 with its acquisition of two companies with
+operations in Texas, Southeastern New Mexico, Oklahoma and
+Colorado. The Company’s services were expanded to include
+completion fluids in October 2000 with the acquisition of the
+drilling and completion fluids division of Ambar, Inc., which
+had operations in the coastal areas of Texas, Louisiana and in
+the Gulf of Mexico.
+Oil and Natural Gas — The Company is engaged in
+the development, exploration, acquisition and production of oil
+and natural gas.
+F-31
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+The following tables summarize selected financial information
+relating to the Company’s business segments (in thousands):
+Years Ended December 31, 
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+Revenues: 
+Contract drilling(a) 
+$ 
+1,488,485 
+$ 
+815,683 
+$ 
+640,788 
+Pressure pumping 
+93,144 
+66,654 
+46,083 
+Drilling and completion fluids(b) 
+122,309 
+90,858 
+69,286 
+Oil and natural gas 
+39,616 
+33,867 
+21,163 
+Total segment revenues 
+1,743,554 
+1,007,062 
+777,320 
+Elimination of intercompany revenues(a)(b) 
+(3,099 
+) 
+(6,293 
+) 
+(1,150 
+) 
+Total revenues 
+$ 
+1,740,455 
+$ 
+1,000,769 
+$ 
+776,170 
+Income (loss) before income taxes: 
+Contract drilling 
+$ 
+572,562 
+$ 
+146,626 
+$ 
+72,814 
+Pressure pumping 
+21,664 
+16,747 
+10,442 
+Drilling and completion fluids 
+11,947 
+4,202 
+(1,920 
+) 
+Oil and natural gas 
+13,405 
+10,764 
+7,784 
+619,578 
+178,339 
+89,120 
+Corporate and other 
+(14,223 
+) 
+(10,750 
+) 
+(7,441 
+) 
+Other charges(c) 
+(4,016 
+) 
+— 
+2,452 
+Embezzled funds and related expenses(d) 
+(20,043 
+) 
+(19,122 
+) 
+(17,849 
+) 
+Interest income 
+3,551 
+1,140 
+1,116 
+Interest expense 
+(516 
+) 
+(695 
+) 
+(292 
+) 
+Other 
+428 
+235 
+1,870 
+Income before income taxes 
+$ 
+584,759 
+$ 
+149,147 
+$ 
+68,976 
+Identifiable assets: 
+Contract drilling 
+$ 
+1,421,779 
+$ 
+961,873 
+$ 
+766,039 
+Pressure pumping 
+72,536 
+49,145 
+35,066 
+Drilling and completion fluids 
+90,904 
+62,970 
+56,215 
+Oil and natural gas 
+60,785 
+62,984 
+37,111 
+1,646,004 
+1,136,972 
+894,431 
+Corporate and other(e) 
+149,777 
+119,813 
+145,090 
+Total assets 
+$ 
+1,795,781 
+$ 
+1,256,785 
+$ 
+1,039,521 
+Depreciation, depletion and impairment: 
+Contract drilling(d) 
+$ 
+131,740 
+$ 
+101,779 
+$ 
+87,255 
+Pressure pumping 
+7,094 
+5,112 
+3,774 
+Drilling and completion fluids 
+2,368 
+2,156 
+2,279 
+Oil and natural gas 
+14,456 
+13,309 
+7,082 
+155,658 
+122,356 
+100,390 
+Corporate and other 
+735 
+444 
+444 
+Total depreciation, depletion and impairment 
+$ 
+156,393 
+$ 
+122,800 
+$ 
+100,834 
+F-32
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Years Ended December 31, 
+Restated (See Note 2) 
+2005 
+2004 
+2003 
+Capital expenditures: 
+Contract drilling(d) 
+$ 
+329,073 
+$ 
+140,945 
+$ 
+77,350 
+Pressure pumping 
+25,508 
+17,705 
+10,524 
+Drilling and completion fluids 
+3,042 
+1,488 
+912 
+Oil and natural gas 
+17,163 
+14,451 
+10,015 
+Corporate and other 
+5,308 
+— 
+— 
+Total capital expenditures 
+$ 
+380,094 
+$ 
+174,589 
+$ 
+98,801 
+(a) 
+Includes contract drilling intercompany revenues of
+approximately $2.8 million, $6.0 million and
+$1.1 million for the years ended December 31, 2005,
+2004 and 2003, respectively. 
+(b) 
+Includes drilling and completion fluids intercompany revenues of
+approximately $298,000, $301,000 and $56,000 for the years ended
+December 31, 2005, 2004 and 2003, respectively. 
+(c) 
+Other charges relate to decisions of the executive management
+group regarding corporate strategy, credit risk, loss
+contingencies and restructuring activities. Due to the
+non-operating nature of these decisions, the related charges
+have been separately presented and excluded from the results of
+specific segments. These charges are primarily related to the
+contract drilling segment. 
+(d) 
+The Company’s former CFO perpetrated an embezzlement over a
+period of more than five years. Embezzled funds expense includes
+adjustments to eliminate payments related to the embezzlement
+previously capitalized as property and equipment and goodwill
+acquired. The related depreciation and other amounts expensed
+have also been reversed from the Company’s accounting
+records (See Note 2). 
+(e) 
+Corporate assets primarily include cash on hand managed by the
+parent corporation and certain deferred Federal income tax
+assets. 
+18. 
+Quarterly Financial Information (unaudited) 
+On December 22, 2005, upon recommendation of Company
+management and the Audit Committee of its Board of Directors,
+the Company announced that based on the results to date of its
+internal investigation into the facts and circumstances
+surrounding the embezzlement by Nelson, the Company would
+restate previously issued financial statements and amend its
+previously issued Annual Report on
+Form 10-K for the
+year ended December 31, 2004 and Quarterly Reports on
+Form 10-Q for the
+periods ended March 31, June 30 and September 30,
+2005. These restatements reflect losses incurred as a result of
+payments made to or for the benefit of Nelson that had been
+recognized in the Company’s accounting records and
+previously issued financial statements as payments for assets
+and services that were not received by the Company. Previously
+issued financial statements have also been restated for the
+effects of the correction of other errors that are immaterial
+both individually and in the aggregate. These other adjustments
+relate primarily to previously reported property and equipment
+balances that resulted from our review of our property and
+equipment records and the underlying physical assets in
+connection with investigation of the embezzlement. The Company
+has restated such financial statements, and on March 17,
+2006, the Company filed its amended Annual Report on
+Form 10-K/A and on
+March 27, 2006, the Company filed its amended Quarterly
+Reports on
+Form 10-Q/A with
+the SEC. Quarterly financial information and the
+F-33
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+related effects of the restatement due to the embezzlement and
+other adjustments for the years ended December 31, 2005 and
+2004 is as follows (in thousands, except per share amounts):
+Restated (See Note 2) 
+1st 
+2nd 
+3rd 
+4th 
+Quarter 
+Quarter 
+Quarter 
+Quarter 
+2005 
+Operating revenues 
+$ 
+350,593 
+$ 
+389,922 
+$ 
+468,739 
+$ 
+531,201 
+Operating income: 
+As previously reported 
+$ 
+94,252 
+$ 
+122,416 
+$ 
+173,511 
+$ 
+— 
+Adjustment for effects of embezzlement 
+(1,381 
+) 
+(4,717 
+) 
+(4,721 
+) 
+— 
+Other adjustments 
+(1,038 
+) 
+(1,048 
+) 
+(1,344 
+) 
+— 
+$ 
+91,833 
+$ 
+116,651 
+$ 
+167,446 
+$ 
+205,366 
+Net income: 
+As previously reported 
+$ 
+59,748 
+$ 
+77,665 
+$ 
+110,135 
+$ 
+— 
+Adjustment for effects of embezzlement 
+(872 
+) 
+(2,978 
+) 
+(2,981 
+) 
+— 
+Other adjustments 
+(656 
+) 
+(661 
+) 
+(849 
+) 
+— 
+$ 
+58,220 
+$ 
+74,026 
+$ 
+106,305 
+$ 
+134,189 
+Earnings per share: 
+Basic: 
+As previously reported 
+$ 
+0.35 
+$ 
+0.46 
+$ 
+0.64 
+$ 
+— 
+Adjustment for effects of embezzlement 
+$ 
+(0.01 
+) 
+$ 
+(0.02 
+) 
+$ 
+(0.02 
+) 
+$ 
+— 
+Other adjustments 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+0.34 
+$ 
+0.44 
+$ 
+0.62 
+$ 
+0.78 
+Diluted: 
+As previously reported 
+$ 
+0.35 
+$ 
+0.45 
+$ 
+0.63 
+$ 
+— 
+Adjustment for effects of embezzlement 
+$ 
+(0.01 
+) 
+$ 
+(0.02 
+) 
+$ 
+(0.02 
+) 
+$ 
+— 
+Other adjustments 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+0.34 
+$ 
+0.43 
+$ 
+0.61 
+$ 
+0.77 
+Restated (See Note 2) 
+1st 
+2nd 
+3rd 
+4th 
+Quarter 
+Quarter 
+Quarter 
+Quarter 
+2004 
+Operating revenues 
+$ 
+218,779 
+$ 
+234,510 
+$ 
+259,174 
+$ 
+288,306 
+Operating income: 
+As previously reported 
+$ 
+32,510 
+$ 
+30,799 
+$ 
+47,408 
+$ 
+60,497 
+Adjustment for effects of embezzlement 
+(5,013 
+) 
+(3,470 
+) 
+(4,642 
+) 
+(5,512 
+) 
+Other adjustments 
+(927 
+) 
+(1,002 
+) 
+(1,024 
+) 
+(1,157 
+) 
+$ 
+26,570 
+$ 
+26,327 
+$ 
+41,742 
+$ 
+53,828 
+F-34
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+Restated (See Note 2) 
+1st 
+2nd 
+3rd 
+4th 
+Quarter 
+Quarter 
+Quarter 
+Quarter 
+Net income: 
+As previously reported 
+$ 
+20,682 
+$ 
+19,607 
+$ 
+29,964 
+$ 
+38,480 
+Adjustment for effects of embezzlement 
+(3,164 
+) 
+(2,186 
+) 
+(2,921 
+) 
+(3,518 
+) 
+Other adjustments 
+(585 
+) 
+(631 
+) 
+(645 
+) 
+(737 
+) 
+$ 
+16,933 
+$ 
+16,790 
+$ 
+26,398 
+$ 
+34,225 
+Earnings per share: 
+Basic: 
+As previously reported 
+$ 
+0.12 
+$ 
+0.12 
+$ 
+0.18 
+$ 
+0.23 
+Adjustment for effects of embezzlement 
+$ 
+(0.02 
+) 
+$ 
+(0.01 
+) 
+$ 
+(0.02 
+) 
+$ 
+(0.02 
+) 
+Other adjustments 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+0.10 
+$ 
+0.10 
+$ 
+0.16 
+$ 
+0.20 
+Diluted: 
+As previously reported 
+$ 
+0.12 
+$ 
+0.12 
+$ 
+0.18 
+$ 
+0.23 
+Adjustment for effects of embezzlement 
+$ 
+(0.02 
+) 
+$ 
+(0.01 
+) 
+$ 
+(0.02 
+) 
+$ 
+(0.02 
+) 
+Other adjustments 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+$ 
+0.10 
+$ 
+0.10 
+$ 
+0.16 
+$ 
+0.20 
+19. 
+Concentrations of Credit Risk 
+Financial instruments, which potentially subject the Company to
+concentrations of credit risk, consist primarily of demand
+deposits, temporary cash investments and trade receivables.
+The Company believes that it places its demand deposits and
+temporary cash investments with high credit quality financial
+institutions. At December 31, 2005 and 2004, the
+Company’s demand deposits and temporary cash investments
+consisted of the following (in thousands):
+2005 
+2004 
+Deposits in FDIC and SIPC-insured institutions under $100,000 
+$ 
+1,066 
+$ 
+2,023 
+Deposits in FDIC and SIPC-insured institutions over $100,000 
+153,261 
+131,427 
+Deposits in Foreign Banks 
+2,513 
+— 
+156,840 
+133,450 
+Less outstanding checks and other reconciling items 
+(20,442 
+) 
+(21,079 
+) 
+Cash and cash equivalents 
+$ 
+136,398 
+$ 
+112,371 
+Concentrations of credit risk with respect to trade receivables
+are primarily focused on companies involved in the exploration
+and development of oil and natural gas properties. The
+concentration is somewhat mitigated by the diversification of
+customers for which the Company provides drilling services. As
+is general industry practice, the Company generally does not
+require customers to provide collateral. No significant losses
+from individual contracts were experienced during the years
+ended December 31, 2005, 2004, or 2003. The Company
+recognized bad debt expense for 2005, 2004 and 2003 of
+$1.2 million, $897,000 and $259,000, respectively.
+The carrying values of cash and cash equivalents, marketable
+securities and trade receivables approximate fair value due to
+the short-term maturity of these assets.
+F-35
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL
+STATEMENTS — (Continued) 
+20. 
+Related Party Transactions 
+Joint Operation of Oil and Natural Gas
+Properties — The Company operates certain oil and
+natural gas properties in which certain of its affiliated
+persons have participated, either individually or through
+entities they control, in the prospects or properties in which
+the Company has an interest. These participations, which have
+been on a working interest basis, have been in prospects or
+properties originated or acquired by Patterson-UTI. At
+December 31, 2005, affiliated persons were working interest
+owners in 254 of 305 total wells operated by Patterson-UTI.
+Sales were made by Patterson-UTI at its cost, comprised of
+Patterson-UTI’s costs of acquiring and preparing the
+working interests for sale. These costs were paid by the working
+interest owners on a pro rata basis based upon their working
+interest ownership percentage. The price at which working
+interests were sold to affiliated persons was the same price at
+which working interests were sold to unaffiliated persons. The
+affiliated persons earned oil and natural gas production revenue
+(net of royalty) of $15.5 million, $13.8 million and
+$11.1 million from these properties in 2005, 2004 and 2003,
+respectively. These persons or entities in turn paid for joint
+operating costs (including drilling and other development
+expenses) of $9.5 million, $7.5 million and
+$7.9 million incurred in 2005, 2004 and 2003, respectively.
+These activities resulted in a payable to the affiliated persons
+of approximately $1.5 million and $1.2 million and a
+receivable from the affiliated persons of approximately
+$1.2 million and $856,000 at December 31, 2005 and
+2004, respectively.
+Other — In 2005, 2004 and 2003, the Company
+paid approximately $424,000, $914,000 and $740,000,
+respectively, to TMP Truck and Trailer LP (“TMP”),
+during the period it was owned by Thomas M. Patterson (son of A.
+Glenn Patterson), for certain equipment and metal fabrication
+services. Purchases from TMP were at current market prices.
+In 2005 and 2004, the Company paid approximately $273,000 and
+$39,000, respectively, to Melco Services (“Melco”) for
+dirt contracting services and $59,000 and $44,000, respectively,
+to L&N Transportation (“L&N”) for water
+hauling services. Both entities are owned by Lance D. Nelson,
+brother of Jonathan D. Nelson, Patterson-UTI’s former CFO.
+Purchases from Melco and L&N were at current market prices.
+See Note 2 for information pertaining to fraudulent
+payments made to or for the benefit of Jonathan D. Nelson, our
+former CFO.
+F-36
+Table of Contents 
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+SCHEDULE II — VALUATION AND QUALIFYING
+ACCOUNTS 
+Charged to 
+Beginning 
+Costs and 
+Ending 
+Description 
+Balance 
+Expenses(1) 
+Deductions(2) 
+Balance 
+(In thousands) 
+Year Ended December 31, 2005 
+Deducted from asset accounts: 
+Allowance for doubtful accounts 
+$ 
+1,909 
+$ 
+1,231 
+$ 
+941 
+$ 
+2,199 
+Year Ended December 31, 2004 
+Deducted from asset accounts: 
+Allowance for doubtful accounts 
+$ 
+2,133 
+$ 
+897 
+$ 
+1,121 
+$ 
+1,909 
+Year Ended December 31, 2003 
+Deducted from asset accounts: 
+Allowance for doubtful accounts 
+$ 
+3,144 
+$ 
+259 
+$ 
+1,270 
+$ 
+2,133 
+(1) 
+Net of recoveries. 
+(2) 
+Uncollectible accounts written off. 
+S-1
+Table of Contents 
+SIGNATURES 
+Pursuant to the requirements of Section 13 or 15(d) of the
+Securities Exchange Act of 1934, Patterson-UTI Energy, Inc. has
+duly caused this Report on
+Form 10-K to be
+signed on its behalf by the undersigned, thereunto duly
+authorized.
+PATTERSON-UTI ENERGY, INC. 
+By: 
+/s/ CLOYCE A. TALBOTT
+Cloyce A. Talbott 
+Chief Executive Officer 
+Date: March 30, 2006
+Pursuant to the requirements of the Securities Exchange Act of
+1934, this Report on
+Form 10-K has been
+signed by the following persons on behalf of Patterson-UTI
+Energy, Inc. and in the capacities indicated as of
+March 30, 2006.
+Signature 
+Title 
+/s/ MARK S. SIEGEL 
+Mark S. Siegel 
+Chairman of the Board 
+/s/ CLOYCE A. TALBOTT 
+Cloyce A. Talbott 
+(Principal Executive Officer) 
+Chief Executive Officer and Director 
+/s/ A. GLENN PATTERSON 
+A. Glenn Patterson 
+President, Chief Operating Officer and Director 
+/s/ KENNETH N. BERNS 
+Kenneth N. Berns 
+Senior Vice President and Director 
+/s/ JOHN E. VOLLMER III 
+John E. Vollmer III 
+(Principal Financial and Accounting Officer) 
+Senior Vice President — Corporate Development, 
+Chief Financial Officer, Secretary and Treasurer 
+/s/ ROBERT C. GIST 
+Robert C. Gist 
+Director 
+/s/ CURTIS W. HUFF 
+Curtis W. Huff 
+Director 
+/s/ TERRY H. HUNT 
+Terry H. Hunt 
+Director 
+/s/ KENNETH R. PEAK 
+Kenneth R. Peak 
+Director 
+/s/ NADINE C. SMITH 
+Nadine C. Smith 
+Director 
+Table of Contents 
+EXHIBIT INDEX 
+3 
+.1 
+Restated Certificate of Incorporation, as amended (filed
+August 9, 2004 as Exhibit 3.1 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference). 
+3 
+.2 
+Amendment to Restated Certificate of Incorporation, as amended
+(filed August 9, 2004 as Exhibit 3.2 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2004 and incorporated
+herein by reference). 
+3 
+.3 
+Amended and Restated Bylaws (filed March 19, 2002 as
+Exhibit 3.2 to the Company’s Annual Report on
+Form 10-K for the fiscal year ended December 31, 2001
+and incorporated herein by reference). 
+4 
+.1 
+Rights Agreement dated January 2, 1997, between Patterson
+Energy, Inc. and Continental Stock Transfer & Trust
+Company (filed January 14, 1997 as Exhibit 2 to the
+Company’s Registration Statement on Form 8-A and
+incorporated herein by reference). 
+4 
+.2 
+Amendment to Rights Agreement dated as of October 23, 2001
+(filed October 31, 2001 as Exhibit 3.4 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended September 30, 2001 and incorporated
+herein by reference). 
+4 
+.3 
+Restated Certificate of Incorporation, as amended (See
+Exhibits 3.1 and 3.2). 
+4 
+.4 
+Registration Rights Agreement with Bear, Stearns and Co. Inc.,
+dated March 25, 1994, as assigned by REMY Capital
+Partners III, L.P.(filed March 19, 2002 as
+Exhibit 4.3 to the Company’s Annual Report on
+Form 10-K for the fiscal year ended December 31, 2001
+and incorporated herein by reference). 
+10 
+.1 
+For additional material contracts, see Exhibits 4.1, 4.2 and 4.4. 
+10 
+.2 
+Patterson-UTI Energy, Inc., 1993 Stock Incentive Plan, as
+amended (filed March 13, 1998 as Exhibit 10.1 to the
+Company’s Registration Statement on Form S-8 (File
+No. 333-47917) and incorporated herein by reference).* 
+10 
+.3 
+Patterson-UTI Energy, Inc. Non-Employee Directors’ Stock
+Option Plan, as amended (filed November 4, 1997 as
+Exhibit 10.1 to the Company’s Registration Statement
+on Form S-8 (File No. 333-39471) and incorporated
+herein by reference).* 
+10 
+.4 
+Amended and Restated Patterson-UTI Energy, Inc. 2001 Long-Term
+Incentive Plan (filed November 27, 2002 as Exhibit 4.4
+to Post Effective Amendment No. 1 to the Company’s
+Registration Statement on Form S-8 (File
+No. 333-60470) and incorporated herein by reference).* 
+10 
+.5 
+Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term
+Incentive Plan (filed July 28, 2003 as Exhibit 4.7 to
+the Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2003 and incorporated
+herein by reference).* 
+10 
+.6 
+Amendment to the Patterson-UTI Energy, Inc. Amended and Restated
+1997 Long-Term Incentive Plan (filed August 9, 2004 as
+Exhibit 10.7 to the Company’s Quarterly Report on
+Form 10-Q for the quarterly period ended June 30, 2004
+and incorporated herein by reference).* 
+10 
+.7 
+Amended and Restated Patterson-UTI Energy, Inc. Non-Employee
+Director Stock Option Plan(filed July 28, 2003 as
+Exhibit 4.8 to the Company’s Quarterly Report on
+Form 10-Q for the quarterly period ended June 30, 2003
+and incorporated herein by reference).* 
+10 
+.8 
+Amended and Restated Patterson-UTI Energy, Inc. 1996 Employee
+Stock Option Plan (filed July 25, 2001 as Exhibit 4.4
+to Post-Effective Amendment No. 1 to the Company’s
+Registration Statement on Form S-8 (File
+No. 333-60466) and incorporated herein by reference).* 
+10 
+.9 
+1997 Stock Option Plan of DSI Industries, Inc. (filed
+July 25, 2001 as Exhibit 4.4 to Post-Effective
+Amendment No. 1 to the Company’s Registration
+Statement on Form S-8 (File No. 333-60470) and
+incorporated herein by reference).* 
+10 
+.10 
+Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan,
+including Form of Executive Officer Restricted Stock Award
+Agreement, Form of Executive Officer Stock Option Agreement,
+Form of Non-Employee Director Restricted Stock Award Agreement
+and Form of Non-Employee Director Stock Option Agreement (filed
+June 15, 2005 as Exhibit 10.1 to the Company’s
+Current Report on Form 8-K, and incorporated herein by
+reference).* 
+10 
+.11 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Mark S. Siegel (filed
+August 9, 2004 as Exhibit 10.1 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+Table of Contents 
+10 
+.12 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Cloyce A. Talbott (filed
+August 9, 2004 as Exhibit 10.2 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.13 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and A. Glenn Patterson (filed
+August 9, 2004 as Exhibit 10.3 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.14 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed
+August 9, 2004 as Exhibit 10.4 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference).* 
+10 
+.15 
+Restricted Stock Award Agreement dated April 28, 2004
+between Patterson-UTI Energy, Inc. and John E. Vollmer III
+(filed August 9, 2004 as Exhibit 10.6 to the
+Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2004 and incorporated
+herein by reference).* 
+10 
+.16 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Mark S. Siegel (filed on
+February 4, 2004 as Exhibit 10.2 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.17 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and A. Glenn Patterson (filed on
+February 4, 2004 as Exhibit 10.3 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.18 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Cloyce A. Talbott (filed on
+February 4, 2004 as Exhibit 10.4 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.19 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed on
+February 4, 2004 as Exhibit 10.5 to the Company’s
+Annual Report on Form 10-K for the year ended
+December 31, 2003 and incorporated herein by reference).* 
+10 
+.20 
+Patterson-UTI Energy, Inc. Change in Control Agreement,
+effective as of January 29, 2004, by and between
+Patterson-UTI Energy, Inc. and John E. Vollmer III (filed
+on February 4, 2004 as Exhibit 10.7 to the
+Company’s Annual Report on Form 10-K for the year
+ended December 31, 2003 and incorporated herein by
+reference).* 
+10 
+.21 
+Form of Letter Agreement regarding termination, effective as of
+January 29, 2004, entered into by Patterson-UTI Energy,
+Inc. with each of Mark S. Siegel, Kenneth N. Berns and John E.
+Vollmer III (filed on February 25, 2005 as
+Exhibit 10.23 to the Company’s Annual Report on
+Form 10-K for the year ended December 31, 2004 and
+incorporated herein by reference).* 
+10 
+.22 
+Form of Indemnification Agreement entered into by Patterson-UTI
+Energy, Inc. with each of Mark S. Siegel, Cloyce A. Talbott, A.
+Glenn Patterson, Kenneth N. Berns, Robert C. Gist, Curtis W.
+Huff, Terry H. Hunt, Kenneth R. Peak, Nadine C. Smith and John
+E. Vollmer III (filed April 28, 2004 as
+Exhibit 10.11 to the Company’s Annual Report on
+Form 10-K, as amended, for the year ended December 31,
+2003 and incorporated herein by reference).* 
+10 
+.23 
+Credit Agreement dated as of December 17, 2004 among
+Patterson-UTI Energy, Inc., as the Borrower, Bank of America,
+N.A., as administrative agent, L/ C Issuer and a Lender and the
+other lenders and agents party thereto (filed on
+December 23, 2004 as Exhibit 10.1 to the
+Company’s Current Report on Form 8-K and incorporated
+herein by reference). 
+10 
+.24 
+Summary Description of 2005 Bonus Compensation Program (filed on
+April 29, 2005 in the Company’s Current Report on
+Form 8-K and incorporated herein by reference).* 
+10 
+.25 
+Summary Description of Director Compensation (filed on
+February 25, 2005 as Exhibit 10.27 to the
+Company’s Annual Report on Form 10-K for the year
+ended December 31, 2004 and incorporated herein by
+reference).* 
+14 
+.1 
+Patterson-UTI Energy, Inc. Code of Business Conduct and Ethics
+for Senior Financial Executives (filed on February 4, 2004
+as Exhibit 14.1 to the Company’s Annual Report on
+Form 10-K for the year ended December 31, 2003 and
+incorporated herein by reference). 
+21 
+.1 
+Subsidiaries of the Registrant. 
+23 
+.1 
+Consent of Independent Registered Public Accounting Firm. 
+Table of Contents 
+31 
+.1 
+Certification of Chief Executive Officer pursuant to
+Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
+1934, as amended. 
+31 
+.2 
+Certification of Chief Financial Officer pursuant to
+Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
+1934, as amended. 
+32 
+.1 
+Certification of Chief Executive Officer and Chief Financial
+Officer pursuant to 18 USC Section 1350, as adopted
+pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+* 
+Management Contract or Compensatory Plan identified as required
+by Item 15(a)(3) of
+Form 10-K.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2005/0000950134-06-006240/filing_metadata.csv b/raw/filings/0000889900/2005/0000950134-06-006240/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..96fe8d0b45f9b8a2c095b0bb72204fdebb25ea66
--- /dev/null
+++ b/raw/filings/0000889900/2005/0000950134-06-006240/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000889900,PTEN,PATTERSON UTI ENERGY INC,10-K,2006-03-30,2005-12-31,2006-03-30T17:39:53.000Z,0000950134-06-006240,d33317e10vk.htm,FORM 10-K,1263257,0,0,https://www.sec.gov/Archives/edgar/data/889900/000095013406006240/d33317e10vk.htm,https://www.sec.gov/Archives/edgar/data/889900/000095013406006240/,2005,2005,1
diff --git a/raw/filings/0000889900/2005/0000950134-06-006240/item1.txt b/raw/filings/0000889900/2005/0000950134-06-006240/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3e030550b772c85adf6958b25aabfb976d860037
--- /dev/null
+++ b/raw/filings/0000889900/2005/0000950134-06-006240/item1.txt
@@ -0,0 +1,838 @@
+Item 1. 
+Business 
+Available Information 
+This Annual Report on
+Form 10-K, along
+with our Quarterly Reports on
+Form 10-Q, Current
+Reports on
+Form 8-K and
+amendments to those reports filed or furnished pursuant to
+Section 13(a) or 15(d) of the Securities Exchange Act of
+1934, are available free of charge through our Internet website
+(www.patenergy.com) as soon as reasonably practicable after we
+electronically file such material with, or furnish it to, the
+United States Securities and Exchange Commission
+(“SEC”).
+Overview 
+Based on publicly available information, we believe we are the
+second largest owner of land-based drilling rigs in North
+America. The Company was formed in 1978 and reincorporated in
+1993 as a Delaware corporation. Our contract drilling business
+operates primarily in:
+• 
+Texas, 
+• 
+New Mexico, 
+• 
+Oklahoma, 
+• 
+Louisiana, 
+• 
+Mississippi, 
+• 
+Colorado, 
+• 
+Utah, 
+• 
+Wyoming, 
+• 
+Montana, 
+• 
+North Dakota, 
+• 
+South Dakota, and 
+• 
+Western Canada (Alberta, British Columbia and Saskatchewan). 
+As of December 31, 2005, we had a drilling fleet of 403
+drilling rigs. A drilling rig includes the structure, power
+source and machinery necessary to cause a drill bit to penetrate
+earth to a depth desired by the customer.
+We provide pressure pumping services to oil and natural gas
+operators primarily in the Appalachian Basin. These services
+consist primarily of well stimulation and cementing for
+completion of new wells and remedial work on existing wells. We
+provide drilling fluids, completion fluids and related services
+to oil and natural gas operators in Texas, Southeastern New
+Mexico, Oklahoma, the Gulf Coast region of Louisiana and the
+Gulf of Mexico. Drilling and completion fluids are used by oil
+and natural gas operators during the drilling process to control
+pressure when drilling oil and natural gas wells. We are also
+engaged in the development, exploration, acquisition and
+production of oil and natural gas. Our oil and natural gas
+operations are focused primarily in producing regions of West
+and South Texas, Southeastern New Mexico, Utah and Mississippi.
+1
+Table of Contents 
+Embezzlement and Restatements 
+On November 3, 2005, we announced the resignation of our
+Chief Financial Officer (“CFO”), Jonathan D. Nelson
+(“Nelson”). On November 10, 2005, we announced
+that, based on information received by Company senior management
+on November 9, 2005, the Audit Committee of our Board of
+Directors began an investigation into an apparent embezzlement
+from us by Nelson.
+On December 22, 2005, upon recommendation of Company
+management and the Audit Committee of our Board of Directors, we
+announced that based on the results to date of the internal
+investigation into the facts and circumstances surrounding the
+embezzlement by Nelson, we would restate previously issued
+financial statements and amend our previously issued Annual
+Report on
+Form 10-K for the
+year ended December 31, 2004 and Quarterly Reports on
+Form 10-Q for the
+periods ended March 31, June 30 and September 30,
+2005. These restatements reflect losses incurred as a result of
+payments made to or for the benefit of Nelson that had been
+recognized in our accounting records and previously issued
+financial statements as payments for assets and services that we
+did not receive. Previously issued financial statements have
+also been restated for the effects of the correction of other
+errors that are immaterial both individually and in the
+aggregate. These other adjustments relate primarily to
+previously reported property and equipment balances that
+resulted from our review of our property and equipment records
+and the underlying physical assets in connection with
+investigation of the embezzlement. We have restated such
+financial statements, and on March 17, 2006, we filed our
+amended Annual Report on Form
+10-K/A and on
+March 27, 2006, we filed our amended Quarterly Reports on
+Form 10-Q/A with
+the SEC.
+Most of the embezzled funds result from Nelson causing the
+wiring of Company funds aggregating approximately
+$72.3 million, to, or for the benefit of, entities owned
+and controlled by him. Nelson was originally able to initiate
+these wire transfers by requesting the wire transfers himself in
+telephone calls to one of the Company’s banks. After
+changes to the Company’s internal controls and procedures
+in 2004, Nelson initiated the wire transfers through
+instructions to one of his subordinates and by the creation of
+fraudulent invoices containing forged senior management
+approvals. This false documentation was created by Nelson to
+conceal the true nature of these transactions from the Company
+and its independent registered public accountants.
+Nelson also instructed certain former employees, who worked
+under his supervision, to alter management reports related to
+property and equipment expenditures. Nelson also created
+fictitious property and equipment approval forms with forged
+signatures.
+The total amount embezzled was approximately $77.5 million
+in cash, excluding any tax effects, beginning with the year
+ended December 31, 1998 through November 3, 2005 as
+follows (in thousands):
+From 1998 to December 31, 2004 
+$ 
+58,961 
+From January 1, 2005 to September 30, 2005(1) 
+12,193 
+Total through September 30, 2005 
+71,154 
+From October 1, 2005 to November 3, 2005 (net of
+$1,500 repayment)(1) 
+6,350 
+Total embezzlement 
+$ 
+77,504 
+(1) 
+The total amount embezzled during 2005 was $18,543,000 and the
+Company incurred $1,500,000 of professional fees and expenses as
+a result of the embezzlement. Accordingly, the total embezzled
+funds and related expenses in 2005 were $20,043,000. 
+We promptly advised the SEC when we became aware of the
+embezzlement. The SEC promptly obtained a freeze order on
+Nelson’s assets (including assets held by entities
+controlled by him) and a Receiver was appointed to collect those
+assets. The United States attorney for the Northern District of
+Texas obtained an indictment against Nelson and investigation of
+this matter continues.
+The Company understands that the Receiver will ultimately
+liquidate the assets and propose a plan to distribute the
+proceeds. While the Company believes it has a claim for at least
+the full amount embezzled, other creditors have or may assert
+claims on the assets held by the Receiver. As a result, recovery
+by the
+2
+Table of Contents 
+Company from the Receiver is uncertain as to timing and amount,
+if any. Recoveries, if any, will be recognized when they are
+considered collectable.
+The effects of the embezzlement on our financial position follow
+(in thousands):
+December 31, 
+Decrease in amounts previously reported 
+2004 
+2003 
+Assets(1) 
+$ 
+(56,133 
+) 
+$ 
+(38,540 
+) 
+Liabilities(2) 
+(20,848 
+) 
+(15,044 
+) 
+Retained earnings and stockholders’ equity 
+$ 
+(35,285 
+) 
+$ 
+(23,496 
+) 
+(1) 
+The amount includes a decrease in Federal and state income taxes
+receivable of $1.0 million in 2003. 
+(2) 
+Consists of an increase in Federal and state income taxes
+payable of $1.3 million in 2004 and decreases in deferred
+tax liabilities of $22.2 million and $15.0 million in
+2004 and 2003, respectively. 
+In December 2005, two purported derivative actions were filed in
+Texas state court in Scurry County, Texas, against our
+directors, alleging that the directors breached their fiduciary
+duties to us as a result of alleged failure to timely discover
+the embezzlement. The Board of Directors formed a special
+litigation committee to review and inquire about these
+allegations and recommend our response, if any. The lawsuits
+seek recovery on behalf of and for us and do not seek recovery
+from us.
+The financial statements and related financial and statistical
+data contained in this Report have been restated to provide for,
+net of related tax effects, (1) the effects of losses
+incurred as a result of the embezzlement and (2) the
+effects of the correction of other errors that are immaterial
+both individually and in the aggregate.
+Industry Segments 
+Our revenues, operating profits and identifiable assets are
+primarily attributable to four industry segments:
+• 
+contract drilling, 
+• 
+pressure pumping services, 
+• 
+drilling and completion fluids services, and 
+• 
+oil and natural gas development, exploration, acquisition and
+production. 
+With respect to these four segments:
+• 
+the contract drilling segment had operating profits in 2005,
+2004 and 2003, 
+• 
+the pressure pumping segment had operating profits in 2005, 2004
+and 2003, 
+• 
+the drilling and completion fluids segment had operating profits
+in 2005 and 2004 and an operating loss in 2003, and 
+• 
+the oil and natural gas segment had operating profits in 2005,
+2004 and 2003. 
+See “Management’s Discussion and Analysis of Financial
+Condition and Results of Operations” and Note 17 of
+Notes to Consolidated Financial Statements included as a part of
+Items 7 and 8, respectively, of this Report for
+financial information pertaining to these industry segments.
+Contract Drilling Operations 
+General — We market our contract drilling
+services to major and independent oil and natural gas operators.
+As of December 31, 2005, we owned 403 drilling rigs which
+were based in the following regions:
+• 
+156 in the Permian Basin region (West Texas and Southeastern New
+Mexico), 
+• 
+53 in South Texas, 
+3
+Table of Contents 
+• 
+42 in the Ark-La-Tex region and Mississippi, 
+• 
+88 in the Mid-Continent region (Oklahoma and North Central
+Texas), 
+• 
+46 in the Rocky Mountain region (Colorado, Utah, Wyoming,
+Montana, North Dakota and South Dakota), and 
+• 
+18 in Western Canada (Alberta, British Columbia and
+Saskatchewan). 
+Our drilling rigs have rated maximum depth capabilities ranging
+from 4,000 feet to 30,000 feet. Of our drilling rigs,
+42 are SCR electric rigs and 361 are mechanical rigs. An
+electric rig differs from a mechanical rig in that the electric
+rig converts the diesel power (the sole energy source for a
+mechanical rig) into electricity to power the rig.
+Drilling rigs are typically equipped with:
+• 
+engines, 
+• 
+drawworks or hoists, 
+• 
+derricks or masts, 
+• 
+pumps to circulate the drilling fluid, 
+• 
+blowout preventers, 
+• 
+drill string (pipe), and 
+• 
+other related equipment. 
+Over time, components on a drilling rig are replaced or rebuilt.
+We spend significant funds each year on an ongoing program to
+modify and upgrade our drilling rigs to ensure that our drilling
+equipment is well maintained and competitive. During fiscal
+years 2005, 2004 and 2003, we spent approximately
+$329 million, $141 million and $77 million,
+respectively, on capital improvements to modify and upgrade our
+drilling rigs.
+Depth of the well and drill site conditions are the principal
+factors in determining the size of drilling rig used for a
+particular job. We use our rigs for developmental and
+exploratory drilling and they are capable of vertical or
+horizontal drilling.
+Our contract drilling operations depend on the availability of:
+• 
+drill pipe, 
+• 
+bits, 
+• 
+replacement parts and other related rig equipment, 
+• 
+fuel, and 
+• 
+qualified personnel, 
+some of which have been in short supply from time to time.
+Drilling Contracts — Most of our drilling
+contracts are with established customers on a competitive bid or
+negotiated basis. Typically, the contracts are short-term to
+drill a single well or a series of wells. Customer demand for
+drilling contracts with a term of one or more years increased
+during 2005 due to the scarcity of available drilling rigs in
+the market place. In response to this demand, we entered into
+several long-term contracts in 2005, typically with a term of
+one year. We may continue to enter into long-term contracts when
+considered beneficial to the Company.
+The drilling contracts obligate us to provide and operate a
+drilling rig and to pay certain operating expenses, including
+wages of drilling personnel and necessary maintenance expenses.
+The contracts are generally subject to termination by the
+customer on short notice. We generally indemnify our customers
+against claims by our employees and claims that might arise from
+surface pollution caused by spills of fuel, lubricants and other
+solvents within our control. The customers generally indemnify
+us against claims that
+4
+Table of Contents 
+might arise from other surface and subsurface pollution, except
+claims that might arise from our gross negligence.
+The contracts provide for payment on a daywork, footage, or
+turnkey basis, or a combination thereof. In each case, we
+provide the rig and crews. Our bid for each contract depends
+upon:
+• 
+location, depth and anticipated complexity of the well, 
+• 
+on-site drilling
+conditions, 
+• 
+equipment to be used, 
+• 
+estimated risks involved, 
+• 
+estimated duration of the job, 
+• 
+availability of drilling rigs, and 
+• 
+other factors particular to each proposed well. 
+Daywork Contracts 
+Under daywork contracts, we provide the drilling rig and crew to
+the customer. The customer supervises the drilling of the well.
+Our compensation is based on a contracted rate per day during
+the period the drilling rig is utilized. In the past we
+generally received a lower rate when the drilling rig was
+moving, or when drilling operations were interrupted or
+restricted by conditions beyond our control. Current market
+conditions have enabled us to receive rates at or near current
+daywork dayrates in many of these situations. In addition,
+daywork contracts typically provide separately for mobilization
+of the drilling rig.
+Footage Contracts 
+Under footage contracts, we contract to drill a well to a
+certain depth under specified conditions for a fixed price per
+foot. The customer provides drilling fluids, casing, cementing
+and well design expertise. These contracts require us to bear
+the cost of services and supplies that we provide until the well
+has been drilled to the agreed depth. If we drill the well in
+less time than estimated, we have the opportunity to improve our
+profits over those that would be attainable under a daywork
+contract. Profits are reduced and losses may be incurred if the
+well requires more days to drill to the contracted depth than
+estimated. Footage contracts generally contain greater risks for
+a drilling contractor than daywork contracts. Under footage
+contracts, the drilling contractor assumes certain risks
+associated with loss of the well from fire, blowouts and other
+risks. Due to current market conditions and improved rates
+received under daywork contracts, we are entering into fewer
+footage contracts than we did in the past.
+Turnkey Contracts 
+Under turnkey contracts, we contract to drill a well to a
+certain depth under specified conditions for a fixed fee. In a
+turnkey arrangement, we are required to bear the costs of
+services, supplies and equipment beyond those typically provided
+under a footage contract. In addition to the drilling rig and
+crew, we are required to provide the drilling and completion
+fluids, casing, cementing, and the technical well design and
+engineering services during the drilling process. We also assume
+certain risks associated with drilling the well such as fires,
+blowouts, cratering of the well bore and other such risks.
+Compensation occurs only when the agreed scope of the work has
+been completed which requires us to make larger up-front working
+capital commitments prior to receiving payments under a turnkey
+drilling contract. Under a turnkey contract, we have the
+opportunity to improve our profits if the drilling process goes
+as expected and there are no complications or time delays.
+However, given the increased exposure we have under a turnkey
+contract, profits can be significantly reduced and losses
+incurred if complications or delays occur during the drilling
+process. Turnkey contracts generally involve the highest degree
+of risk among the three different types of drilling contracts:
+daywork, footage and turnkey. Due to current market conditions
+and improved rates received under daywork contracts, we are
+entering into fewer turnkey contracts than we did in the past.
+5
+Table of Contents 
+Revenues by Contract Type — Information
+regarding our contract drilling activity for the last three
+years follows:
+Years Ended December 31, 
+Type of Revenues 
+2005 
+2004 
+2003 
+Daywork 
+98 
+% 
+88 
+% 
+83 
+% 
+Footage 
+1 
+6 
+7 
+Turnkey 
+1 
+6 
+10 
+Contract Drilling Activity — Information
+regarding our contract drilling activity for the last three
+years follows:
+Years Ended December 31, 
+2005 
+2004 
+2003 
+Average rigs owned 
+397 
+359 
+336 
+Average rigs operating(1) 
+276 
+211 
+188 
+Average rig utilization rate 
+69 
+% 
+59 
+% 
+56 
+% 
+Number of rigs operated 
+307 
+259 
+226 
+Number of wells drilled 
+4,594 
+3,534 
+3,017 
+(1) 
+A rig is operating when it is drilling, being moved, assembled,
+dismantled or otherwise earning revenue under contract. 
+Drilling Rigs and Related Equipment — Certain
+drilling rig information as of December 31, 2005 follows:
+Depth Rating (Ft.) 
+Mechanical 
+Electric 
+Total 
+4,000 to 9,999 
+79 
+— 
+79 
+10,000 to 11,999 
+76 
+2 
+78 
+12,000 to 14,999 
+139 
+8 
+147 
+15,000 to 30,000 
+67 
+32 
+99 
+Totals 
+361 
+42 
+403 
+At December 31, 2005, we owned 390 trucks and 467 trailers
+used to rig down, transport and rig up our drilling rigs. This
+reduces our dependency upon third parties for these services and
+enhances the efficiency of our contract drilling operations
+particularly in periods of high drilling rig utilization.
+Most repair and overhaul work to our drilling rig equipment is
+performed at our yard facilities located in Texas, New Mexico,
+Oklahoma, Utah and Western Canada.
+Pressure Pumping Operations 
+General — We provide pressure pumping services
+to oil and natural gas operators primarily in the Appalachian
+Basin. Pressure pumping services are primarily well stimulation
+and cementing for the completion of new wells and remedial work
+on existing wells. Most wells drilled in the Appalachian Basin
+require some form of fracturing or other stimulation to enhance
+the flow of oil and natural gas by pumping fluids under pressure
+into the well bore. Generally, Appalachian Basin wells require
+cementing services before production commences. The cementing
+process inserts material between the wall of the well bore and
+the casing to center and stabilize the casing.
+Equipment — Our pressure pumping equipment at
+December 31, 2005 follows:
+• 
+30 cement pumper trucks, 
+• 
+33 fracturing pumper trucks, 
+• 
+30 nitrogen pumper trucks, 
+6
+Table of Contents 
+• 
+17 blender trucks, 
+• 
+10 bulk acid trucks, 
+• 
+37 bulk cement trucks, 
+• 
+10 bulk nitrogen trucks, 
+• 
+42 bulk sand trucks, 
+• 
+15 connection trucks, and 
+• 
+2 acid pumper trucks. 
+Drilling and Completion Fluids Operations 
+General — We provide drilling fluids,
+completion fluids and related services to oil and natural gas
+operators offshore in the Gulf of Mexico and on land in Texas,
+Southeastern New Mexico, Oklahoma and the Gulf Coast region of
+Louisiana. We serve our offshore customers through six
+stockpoint facilities located along the Gulf of Mexico in Texas
+and Louisiana and our land-based customers through eleven
+stockpoint facilities in Texas, Louisiana, Oklahoma and New
+Mexico.
+Drilling Fluids — Drilling fluid products and
+systems are used to cool and lubricate the bit during drilling
+operations, contain formation pressures (thereby minimizing
+blowout risk), suspend and remove rock cuttings from the hole
+and maintain the stability of the wellbore. Technical services
+are provided to ensure that the products and systems are applied
+effectively to optimize drilling operations.
+Completion Fluids — After a well is drilled,
+the well casing is set and cemented into place. At that point,
+the drilling fluid services are complete and the drilling fluids
+are circulated out of the well and replaced with completion
+fluids. Completion fluids, also known as clear brine fluids, are
+solids-free, clear salt solutions that have high specific
+gravities. Combined with a range of specialty chemicals, these
+fluids are used to control bottom-hole pressures and to meet
+specific corrosion, inhibition, viscosity and fluid loss
+requirements.
+Raw Materials — Our drilling and completion
+fluids operations depend on the availability of the following
+raw materials:
+Drilling 
+barite and bentonite 
+Completion 
+calcium chloride, calcium bromide and zinc bromide 
+We obtain these raw materials through purchases made on the spot
+market and supply contracts with producers of these raw
+materials.
+Barite Grinding Facility — We own and operate a
+barite grinding facility with two barite grinding mills in
+Houma, Louisiana. This facility allows us to grind raw barite
+into the powder additive used in drilling fluids.
+Other Equipment — We own 24 trucks and 79
+trailers and lease another 24 trucks which are used to transport
+drilling and completion fluids and related equipment.
+Oil and Natural Gas Operations 
+General — We are engaged in the development,
+exploration, acquisition and production of oil and natural gas.
+Our oil and natural gas business operates primarily in producing
+regions of West and South Texas, Southeastern New Mexico, Utah
+and Mississippi. We significantly expanded our oil and natural
+gas operations in 2004 through our acquisition of TMBR/ Sharp
+Drilling, Inc. (“TMBR”). The oil and natural gas
+assets acquired in the acquisition of TMBR included both proved
+reserves and undeveloped properties.
+7
+Table of Contents 
+Customers 
+The customers of each of our four business segments are oil and
+natural gas operators or purchasers of these commodities. Our
+customer base includes both major and independent oil and
+natural gas operators. During 2005, no single customer accounted
+for 10% or more of our consolidated operating revenues.
+Competition 
+Contract Drilling and Pressure Pumping
+Businesses — Our land drilling and pressure
+pumping businesses are highly competitive. Often times,
+available land drilling rigs and pressure pumping equipment
+exceed the demand for such equipment. The equipment can also be
+moved from one market to another in response to market
+conditions.
+Drilling and Completion Fluids Business — The
+drilling and completion fluids industry is highly competitive
+and price is generally the most important factor. Other
+competitive factors include the availability of chemicals and
+experienced personnel, the reputation of the fluids services
+provider in the drilling industry and relationships with
+customers. Some of our competitors have substantially more
+resources and longer operating histories than we have.
+Oil and Natural Gas Business — There is
+substantial competition for the acquisition of oil and natural
+gas leases suitable for development and exploration and for
+experienced personnel. Our competitors in this business include:
+• 
+major integrated oil and natural gas operators, 
+• 
+independent oil and natural gas operators, and 
+• 
+drilling and production purchase programs. 
+Our ability to increase our oil and natural gas reserves in the
+future is directly dependent upon our ability to select, acquire
+and develop suitable prospects. Many of our competitors have
+facilities and financial and human resources greater than ours.
+Government and Environmental Regulation 
+All of our operations and facilities are subject to numerous
+Federal, state, foreign, and local laws, rules and regulations
+related to various aspects of our business, including:
+• 
+drilling of oil and natural gas wells, 
+• 
+containment and disposal of hazardous materials, oilfield waste,
+other waste materials and acids, 
+• 
+use of underground storage tanks, and 
+• 
+use of underground injection wells. 
+To date, applicable environmental laws and regulations have not
+required the expenditure of significant resources. We do not
+anticipate any material capital expenditures for environmental
+control facilities or extraordinary expenditures to comply with
+environmental rules and regulations in the foreseeable future.
+However, compliance costs under existing laws or under any new
+requirements could become material and we could incur liability
+in any instance of noncompliance.
+Our business is generally affected by political developments and
+by Federal, state, foreign, and local laws and regulations,
+which relate to the oil and natural gas industry. The adoption
+of laws and regulations affecting the oil and natural gas
+industry for economic, environmental and other policy reasons
+could increase costs relating to drilling and production. They
+could have an adverse effect on our operations. Several state
+and Federal environmental laws and regulations currently apply
+to our operations and may become more stringent in the future.
+We use operating and disposal practices that are standard in the
+industry. However, hydrocarbons and other materials may have
+been disposed of or released in or under properties currently or
+formerly owned or
+8
+Table of Contents 
+operated by us or our predecessors. In addition, some of these
+properties have been operated by third parties over whom we have
+no control of their treatment of hydrocarbon and other materials
+or the manner in which they may have disposed of or released
+such materials.
+The Federal Comprehensive Environmental Response Compensation
+and Liability Act of 1980, as amended, commonly known as CERCLA,
+and comparable state statutes impose strict liability on:
+• 
+owners and operators of sites, and 
+• 
+persons who disposed of or arranged for the disposal of
+“hazardous substances” found at sites. 
+The Federal Resource Conservation and Recovery Act
+(“RCRA”), as amended, and comparable state statutes
+govern the disposal of “hazardous wastes.” Although
+CERCLA currently excludes petroleum from the definition of
+“hazardous substances,” and RCRA also excludes certain
+classes of exploration and production wastes from regulation,
+such exemptions by Congress under both CERCLA and RCRA may be
+deleted, limited, or modified in the future. If such changes are
+made to CERCLA and/or RCRA, we could be required to remove and
+remediate previously disposed of materials (including materials
+disposed of or released by prior owners or operators) from
+properties (including ground water contaminated with
+hydrocarbons) and to perform removal or remedial actions to
+prevent future contamination.
+The Federal Water Pollution Control Act and the Oil Pollution
+Act of 1990, as amended, and implementing regulations govern:
+• 
+the prevention of discharges, including oil and produced water
+spills, and 
+• 
+liability for drainage into waters. 
+The Oil Pollution Act is more comprehensive and stringent than
+previous oil pollution liability and prevention laws. It imposes
+strict liability for a comprehensive and expansive list of
+damages from an oil spill into waters from facilities. Liability
+may be imposed for oil removal costs and a variety of public and
+private damages. Penalties may also be imposed for violation of
+Federal safety, construction and operating regulations, and for
+failure to report a spill or to cooperate fully in a clean-up.
+The Oil Pollution Act also expands the authority and capability
+of the Federal government to direct and manage oil spill
+clean-up and
+operations, and requires operators to prepare oil spill response
+plans in cases where it can reasonably be expected that
+substantial harm will be done to the environment by discharges
+on or into navigable waters. We have spill prevention control
+and countermeasure plans in place for our oil and natural gas
+properties in each of the areas in which we operate and for each
+of the stockpoints operated by our drilling and completion
+fluids business. Failure to comply with ongoing requirements or
+inadequate cooperation during a spill event may subject a
+responsible party, such as us, to civil or criminal actions.
+Although the liability for owners and operators is the same
+under the Federal Water Pollution Act, the damages recoverable
+under the Oil Pollution Act are potentially much greater and can
+include natural resource damages.
+Our operations are also subject to Federal, state and local
+regulations for the control of air emissions. The Federal Clean
+Air Act, as amended, and various state and local laws impose
+certain air quality requirements on us. Amendments to the Clean
+Air Act revised the definition of “major source” such
+that emissions from both wellhead and associated equipment
+involved in oil and natural gas production may be added to
+determine if a source is a “major source.” As a
+consequence, more facilities may become major sources and thus
+would be required to obtain operating permits. This permitting
+process may require capital expenditures in order to comply with
+permit limits.
+Risks and Insurance 
+Our operations are subject to the many hazards inherent in the
+drilling business, including:
+• 
+accidents at the work location, 
+• 
+blow-outs, 
+• 
+cratering, 
+9
+Table of Contents 
+• 
+fires, and 
+• 
+explosions. 
+These hazards could cause:
+• 
+personal injury or death, 
+• 
+suspension of drilling operations, or 
+• 
+serious damage or destruction of the equipment involved and, in
+addition to environmental damage, could cause substantial damage
+to producing formations and surrounding areas. 
+Damage to the environment, including property contamination in
+the form of either soil or ground water contamination, could
+also result from our operations, particularly through:
+• 
+oil or produced water spillage, 
+• 
+natural gas leaks, and 
+• 
+fires. 
+In addition, we could become subject to liability for reservoir
+damages. The occurrence of a significant event, including
+pollution or environmental damages, could materially affect our
+operations and financial condition.
+As a protection against operating hazards, we maintain insurance
+coverage we believe to be adequate, including:
+• 
+all-risk physical damages, 
+• 
+employer’s liability, 
+• 
+commercial general liability, and 
+• 
+workers compensation insurance. 
+We believe that we are adequately insured for public liability
+and property damage to others with respect to our operations.
+However, such insurance may not be sufficient to protect us
+against liability for all consequences of:
+• 
+personal injury, 
+• 
+well disasters, 
+• 
+extensive fire damage, 
+• 
+damage to the environment, or 
+• 
+other hazards. 
+We also carry insurance coverage for major physical damage to
+our drilling rigs. However, we do not carry insurance against
+loss of earnings resulting from such damage. In view of the
+difficulties that may be encountered in renewing such insurance
+at reasonable rates, no assurance can be given that:
+• 
+we will be able to maintain the type and amount of coverage that
+we believe to be adequate at reasonable rates, or 
+• 
+any particular types of coverage will be available. 
+In addition to insurance coverage, we also attempt to obtain
+indemnification from our customers for certain risks. These
+indemnity agreements typically require our customers to hold us
+harmless in the event of loss of production or reservoir damage.
+These contractual indemnifications may not be supported by
+adequate insurance maintained by the customer.
+10
+Table of Contents 
+Employees 
+We employed approximately 8,600 full-time persons (450
+office personnel and 8,150 field personnel) at December 31,
+2005. The number of field employees fluctuates depending on the
+current and expected demand for our services. We consider our
+employee relations to be satisfactory. None of our employees are
+represented by a union.
+Seasonality 
+Seasonality does not significantly affect our overall
+operations. However, our pressure pumping division in Appalachia
+and our drilling operations in Canada are subject to slow
+periods of activity during the Spring thaw. In addition, our
+drilling operations in Canada are subject to slow periods of
+activity during the Fall.
+Raw Materials and Subcontractors 
+We use many suppliers of raw materials and services. These
+materials and services have historically been available,
+although there is no assurance that such materials and services
+will continue to be available on favorable terms or at all. We
+also utilize numerous independent subcontractors from various
+trades.
+Incorporation by Reference 
+The various factors disclosed under the caption “Risk
+Factors,” beginning on page 11 of this Report, are
+incorporated by this reference into Items 1 and 2 of this
+Report. Readers of this Report should review those factors in
+conjunction with their review of this Report.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2005/0000950134-06-006240/item13.txt b/raw/filings/0000889900/2005/0000950134-06-006240/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..961a4808fe5c721ea209ea0211abfd207e7eda9c
--- /dev/null
+++ b/raw/filings/0000889900/2005/0000950134-06-006240/item13.txt
@@ -0,0 +1,4 @@
+Item 13. 
+Certain Relationships and Related Transactions. 
+The information required by this Item is incorporated herein by
+reference to the Proxy Statement.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2005/0000950134-06-006240/item9a.txt b/raw/filings/0000889900/2005/0000950134-06-006240/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6bdfd33c19f7452cab6e78aa86c081d5fdd5f6be
--- /dev/null
+++ b/raw/filings/0000889900/2005/0000950134-06-006240/item9a.txt
@@ -0,0 +1,349 @@
+Item 9A. 
+Controls and Procedures. 
+Background to the Fraud and Restatement 
+In November 2005, the Company discovered that its former Chief
+Financial Officer, Jonathan D. Nelson (“Nelson”), had
+fraudulently diverted approximately $78 million in Company
+funds for his own benefit. Nelson’s fraudulent diversions
+began in 1998 and continued until the fourth quarter of 2005
+when he resigned from the Company. The funds fraudulently
+diverted were recorded as payments for assets or services that
+were not actually received by the Company.
+Beginning in 1998, and continuing until late 2000, Nelson wrote
+a series of checks aggregating approximately $4.9 million
+to himself and to, or for the benefit of, a company owned and
+controlled by him. During this time, Nelson had check writing
+authority on the Company’s principal funding account, and
+also had the ability to intercept bank statement information
+sent to the Company. When Nelson intercepted that information,
+he removed the cancelled checks reflecting the embezzled funds
+from the bank statements and then provided false information to
+other Company employees regarding those checks. Company
+employees used the false information Nelson provided in
+recording the transactions.
+In 1999, Nelson gained access to a form authorizing his salary
+increase and improperly added a provision to it that created an
+additional expense allowance benefit of $2,000 per month, along
+with a provision making the salary increase and unauthorized
+expense allowance retroactive for several months. Nelson added
+these provisions himself and then forged the initials of the
+Company’s Chief Executive Officer on the form as
+authorization for these non-approved payments.
+Beginning in December 2000 and continuing until October 2005,
+Nelson caused the wiring of Company funds aggregating
+approximately $70.2 million to, or for the benefit of,
+entities owned and controlled by him. Nelson was originally able
+to initiate these wire transfers by requesting the wire
+transfers himself in telephone calls to one of the
+Company’s banks. After changes to the Company’s
+internal controls and procedures in 2004, Nelson initiated the
+wire transfers through instructions to one of his subordinates
+and by the creation of fraudulent invoices containing forged
+senior management approvals.
+In connection with an acquisition by the Company in early 2004,
+Nelson also used a wire transfer to fraudulently divert funds
+from the Company. At the time of the acquisition, Nelson
+initiated a wire transfer for approximately $2.1 million by
+sending an email to one of his subordinates in which he falsely
+represented that
+40
+Table of Contents 
+the wired funds were to be used to pay off the seller’s
+obligation for an aircraft maintenance agreement relating to the
+acquired business. In reality, Nelson used the funds to purchase
+an airplane for his personal use.
+Finally, in October 2004, Nelson diverted Company funds of
+approximately $1.6 million to finance an investment in a
+company. Nelson accomplished the fraudulent diversion of Company
+funds by improperly directing the bank to fund Nelson’s
+personal investment.
+After Nelson resigned from the Company in November 2005, the
+Company became aware that Nelson had fraudulently diverted
+Company funds. As a result, the Audit Committee of the Board of
+Directors commenced an investigation into Nelson’s
+activities. The Audit Committee retained independent counsel and
+independent forensic accountants to assist with the
+investigation.
+The investigation confirmed the above facts and revealed that
+Nelson exploited the reliance placed on him to create an
+environment at the Company which discouraged routine
+communication concerning financial and business information
+within the organization between senior management (other than
+Nelson) and those employees engaged in the Company’s
+financial reporting and accounting functions (other than
+Nelson). Nelson also discouraged communication between employees
+involved in financial reporting and accounting functions and
+those involved in operational activities. The control
+environment at the Company resulted in Company employees placing
+trust in Nelson and placed Nelson at the center of information
+flows about financial reporting and accounting matters.
+The control environment allowed Nelson to override certain of
+the Company’s internal controls and procedures, and
+contributed to the failure of Company employees charged with
+certain financial and accounting duties to exercise appropriate
+judgment, skepticism and objectivity, such that prevention or
+detection of the override of established policies, procedures,
+controls and Nelson’s inappropriate transactions did not
+occur while Nelson was employed by the Company. This allowed
+Nelson to make unauthorized payments for assets that were not,
+in fact, ordered by or delivered to the Company, and for
+services that were not actually provided to the Company and to
+conceal the fraudulent transactions within the Company’s
+accounting and financial records and reports.
+On December 22, 2005, the Company announced that the Audit
+Committee of the Board of Directors had concluded that it was
+necessary to restate its previously reported consolidated
+financial statements for the years ended December 31, 2004,
+2003 and 2002. The Company also restated its previously reported
+consolidated financial statements for the first three quarters
+of 2005 and all quarters in 2004 and 2003. The Company filed an
+Annual Report on Form 10-K/A on March 17, 2006, and
+Quarterly Reports on Form 10-Q/A on March 27, 2006
+that included these restated consolidated financial statements.
+Restatement adjustments are further described in Note 2 of
+the Notes to the Consolidated Financial Statements.
+Disclosure Controls and Procedures 
+Under the supervision and with the participation of our
+management, including our Chief Executive Officer (CEO) and
+current Chief Financial Officer (CFO), we conducted an
+evaluation of the effectiveness of our disclosure controls and
+procedures, as such term is defined in Rules 13a-15(e) and
+15d-15(e) promulgated under the Securities and Exchange Act of
+1934, as amended (the Exchange Act), as of the end of the period
+covered by this Annual Report on Form 10-K. Disclosure
+controls and procedures are designed to ensure that the
+information required to be disclosed by us in the reports we
+file or submit under the Exchange Act is recorded, processed,
+summarized, and reported on a timely basis and that such
+information is accumulated and reported to management, including
+our CEO and CFO, as appropriate, to allow timely decisions
+regarding required disclosures.
+At the time of the filing of our Annual Report on Form 10-K
+for the year ended December 31, 2004, our CEO and former
+CFO concluded that our disclosure controls and procedures were
+effective as of December 31, 2004. Subsequent to that
+evaluation, our CEO and current CFO concluded that our
+disclosure controls and procedures were not effective at a
+reasonable level of assurance, as of December 31, 2004,
+because of the material weaknesses discussed in the Annual
+Report on Form 10-K/A filed March 17, 2006. As
+described below under “Management’s Report on Internal
+Control Over Financial Reporting,” the Company continues
+41
+Table of Contents 
+to report material weaknesses in internal control over financial
+reporting as of December 31, 2005. The Company’s CEO
+and current CFO have concluded that, as of the end of the period
+covered by this Annual Report on Form 10-K, the
+Company’s disclosure controls and procedures were not
+effective at a reasonable level of assurance. Based upon the
+substantial work performed during the restatement process,
+management has concluded that the Company’s consolidated
+financial statements for the periods covered by and included in
+this Annual Report on Form 10-K are fairly stated in all
+material respects.
+Management’s Report on Internal Control Over Financial
+Reporting 
+Our management is responsible for establishing and maintaining
+adequate internal control over financial reporting as such term
+is defined in Exchange Act Rule 13a-15(f). Our management,
+including our CEO and current CFO, conducted an evaluation of
+the effectiveness of our internal control over financial
+reporting as of December 31, 2005 using the criteria set
+forth by the Committee of Sponsoring Organizations of the
+Treadway Commission in Internal Control-Integrated Framework
+(COSO framework). Because of its inherent limitations,
+internal control over financial reporting may not prevent or
+detect misstatements. Also, projections of any evaluation of
+effectiveness to future periods are subject to the risk that
+controls may become inadequate because of changes in conditions,
+or that the degree of compliance with policies or procedures may
+deteriorate.
+A material weakness is a control deficiency, or combination of
+control deficiencies, that results in more than a remote
+likelihood that a material misstatement of the annual or interim
+financial statements will not be prevented or detected.
+Our current management identified the following material
+weaknesses in our internal control over financial reporting as
+of December 31, 2005:
+1. Control environment. We did not maintain an
+effective control environment based on the criteria established
+in the COSO framework. Specifically, the Company did not
+maintain a control environment adequate to encourage the
+prevention or detection of the override of our controls or
+intentional misconduct, including misappropriation of assets and
+the preparation of false management reports, accounting records,
+financial statements and documents together with forged approval
+signatures. This lack of an effective control environment
+allowed our former CFO to take inappropriate actions that
+resulted in certain transactions not being properly reflected in
+our consolidated financial statements for the years ended
+December 31, 2004, 2003 and 2002, each of the quarters of
+2004 and 2003, and the first three quarters of 2005. This
+intentional misconduct by our former CFO included the
+preparation of false accounting records and documents to deceive
+accounting personnel under his supervision, other members of
+senior management, our Board of Directors and our independent
+registered public accountants. Additionally, the lack of an
+effective control environment allowed our lines of communication
+among, and our monitoring of, our operations and accounting
+personnel, including our former CFO, to not be effective in
+preventing or detecting these instances of intentional
+misconduct. Taken as a whole, our control environment did not
+adequately emphasize appropriate judgment, skepticism and
+objectivity, and our former CFO intentionally exploited this
+environment for his personal benefit, specifically with respect
+to our controls over cash, payroll and property and equipment as
+follows: 
+a. Cash. Our former CFO manipulated the process over
+the initiation and approval of cash wire transfers. This action
+was taken in order to accomplish the fraudulent diversion of
+cash from the Company to entities owned by our former CFO for
+goods and services which the Company neither requested nor
+received. False documentation was created by our former CFO to
+conceal the true nature of these transactions from the Company
+and its independent registered public accountants. 
+b. Payroll. In 1999, our former CFO intentionally
+altered his payroll records to indicate that appropriate
+authorization had been given for a retroactive increase in his
+compensation and related benefits when in fact no such
+authorization had been provided. This false documentation was
+created by our former CFO to provide for an unauthorized
+increase to his compensation and to conceal the unauthorized
+compensation increase from the Company and its independent
+registered public accountants. 
+42
+Table of Contents 
+c. Property and Equipment. Our former CFO instructed
+certain former employees, who worked under his supervision, to
+alter management reports related to property and equipment
+expenditures. Additionally, our former CFO created fictitious
+property and equipment approval forms with forged signatures.
+These actions had the effect of concealing his inappropriate and
+fraudulent diversion of cash. The activities by our former CFO
+deceived the Company and its independent registered public
+accountants as to the true nature of the Company’s cash
+transfers and property and equipment expenditures. 
+This control environment material weakness contributed to the
+embezzlement occurring, which in turn resulted in the
+restatement of our consolidated financial statements for the
+years ended December 31, 2004, 2003 and 2002, each of the
+quarters of 2004 and 2003, and the first three quarters of 2005.
+Additionally, this control environment material weakness could
+result in misstatements of any of our financial statement
+accounts that would result in a material misstatement to the
+annual or interim consolidated financial statements that would
+not be prevented or detected. Accordingly, our management has
+determined that this control deficiency constitutes a material
+weakness.
+The material weakness in our control environment contributed to
+the existence of the following additional material weakness in
+controls over property and equipment as described below:
+2. Controls over property and equipment. We did not
+maintain effective controls over the completeness and accuracy
+of our accounting for property and equipment. Specifically, our
+controls were not adequate to ensure (i) the timely and
+accurate depreciation of all property and equipment,
+(ii) the identification and recording of all property and
+equipment retirements when they occurred, and (iii) that
+property and equipment transferred between our locations was
+accurately and completely reflected in our accounting records.
+This control deficiency resulted in certain inaccuracies in our
+accounting for property and equipment and in the restatement of
+our consolidated financial statements for the years ended
+December 31, 2004, 2003 and 2002; each of the quarters of
+2004 and 2003; and the first three quarters of 2005.
+Additionally, this control deficiency could result in a
+misstatement of our property and equipment and related
+depreciation expense accounts that would result in a material
+misstatement to the annual or interim consolidated financial
+statements that would not be prevented or detected. Accordingly,
+our management has determined that this control deficiency
+constitutes a material weakness. 
+Our management, including our CEO and current CFO, have
+concluded that as a result of the material weaknesses described
+above, we did not maintain effective internal control over
+financial reporting as of December 31, 2005, based on the
+criteria in Internal Control-Integrated Framework issued
+by the COSO.
+Our assessment of the effectiveness of our internal control over
+financial reporting as of December 31, 2005 has been
+audited by PricewaterhouseCoopers LLP, an independent registered
+public accounting firm, as stated in their report which begins
+on page F-2 of
+this Annual Report on Form 10-K.
+Changes in Internal Control Over Financial Reporting 
+Management is committed to remediating each of the material
+weaknesses identified above by implementing changes to the
+Company’s internal control over financial reporting.
+Management has implemented, or is in the process of
+implementing, the following changes to the Company’s
+internal control systems and procedures:
+We are strengthening our tracking system for property and
+equipment to improve the tracking of those assets between our
+yards and rigs and to trigger the timely commencement of
+depreciation of assets placed in service. 
+We are implementing procedures and processes to reinforce with
+our employees their responsibilities to exercise independence
+and judgment and to comply with the Company’s compliance
+programs, including: 
+• 
+formal certifications of information contained in SEC filings
+relating to their areas of responsibility; 
+43
+Table of Contents 
+• 
+annual written questionnaires from senior employees and
+accounting staff with respect to awareness as to questionable
+business practices; 
+• 
+improved education and training programs for all employees
+covering ethics, compliance, financial reporting and good
+business practices; 
+• 
+additional guidelines with respect to senior management’s
+responsibilities for SEC filings, financial reports, budgets and
+maintenance of controls over assets and expenditures; and 
+• 
+annual reporting to the Audit Committee with respect to these
+processes and procedures. 
+In addition, we will initiate a search for an in-house counsel
+whose responsibilities will include an active role in corporate
+compliance and governance. 
+We have initiated structural changes and processes and
+procedures to increase communications between the financial
+reporting and accounting functions and operations and between
+the financial reporting and accounting functions and senior
+management. 
+Additionally, management is committed to continued improvements
+in controls. In this regard, we are revising our internal audit
+reporting structure to further enhance its direct reporting to
+the audit committee and its program of monitoring controls.
+During the fourth quarter of 2005, we changed our wire transfer
+approval policies to require additional and more secure
+authorizations for wires to ensure that all wire transfers are
+to approved vendors, and to ensure that all such transactions
+are reflected in the Company’s accounts payable system and
+have appropriate supporting documentation. We also revised our
+property and equipment expenditure requirements to provide for
+improved controls over the authorization of fixed asset
+acquisitions. We have evaluated the design of these new
+procedures, placed them in operation for a sufficient period of
+time, and subjected them to appropriate tests in order to
+conclude that they are operating effectively. These changes
+remediated the material weakness in controls over cash that was
+reported in Management’s Report on Internal Control Over
+Financial Reporting included in the Company’s Annual Report
+on Form 10-K/A for the year ended December 31, 2004
+(“Management’s 2004 Report”). In addition, these
+changes remediated the control failure over the authorization of
+property and equipment acquisitions as reported in
+Management’s 2004 Report.
+Other than the changes described above, there have been no other
+changes in our internal control over financial reporting during
+the most recently completed fiscal quarter that have materially
+affected, or are reasonably likely to materially affect, our
+internal control over financial reporting. The remaining
+remediation activities noted above were initiated in the fourth
+quarter of 2005 and the remaining controls will be implemented
+in 2006.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2005/0000950134-06-006240/rp_note.txt b/raw/filings/0000889900/2005/0000950134-06-006240/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000889900/2005/0000950134-06-006240/rpt_disclosure.txt b/raw/filings/0000889900/2005/0000950134-06-006240/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000889900/2012/0001193125-13-054428/filing.txt b/raw/filings/0000889900/2012/0001193125-13-054428/filing.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bb520570e9efa13a1d45f43d68263e8b219d2360
--- /dev/null
+++ b/raw/filings/0000889900/2012/0001193125-13-054428/filing.txt
@@ -0,0 +1,5960 @@
+10-K
+1
+d447869d10k.htm
+FORM 10-K
+Form 10-K 
+UNITED STATES SECURITIES AND
+EXCHANGE COMMISSION 
+Washington, D.C. 20549 
+Form 10-K 
+(Mark One)
+þ 
+ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the fiscal year ended December 31, 2012 
+or 
+¨ 
+TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from
+to 
+Commission File Number 0-22664 
+Patterson-UTI
+Energy, Inc. 
+(Exact name of registrant as specified in its charter) 
+Delaware 
+75-2504748 
+(State or other jurisdiction of 
+(I.R.S. Employer 
+incorporation or organization) 
+Identification No.) 
+450 Gears Road, Suite 500, Houston, Texas 
+77067 
+(Address of principal executive offices) 
+(Zip Code) 
+Registrant’s telephone number, including area code: 
+(281) 765-7100 
+Securities Registered Pursuant to Section 12(b) of the Act: 
+Title of Each Class 
+Name of Exchange on Which Registered 
+Common Stock, $0.01 Par Value 
+The Nasdaq Global Select Market 
+Securities Registered Pursuant to Section 12(g) of the Act: 
+None 
+Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ or No ¨ 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ or No þ 
+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 þ No ¨ 
+Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
+Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ or No ¨ 
+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. þ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
+reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
+Large accelerated filer þ 
+Accelerated filer ¨ 
+Non-accelerated filer ¨ 
+Smaller reporting company ¨ 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
+Yes ¨ No þ 
+The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 29, 2012, the last business day of the registrant’s most recently
+completed second fiscal quarter, was approximately $2.2 billion, calculated by reference to the closing price of $14.56 for the common stock on the Nasdaq Global Select Market on that date. 
+As of February 8, 2013, the registrant had outstanding 145,925,594 shares of common stock, $0.01 par value, its only class of common
+stock. 
+Documents incorporated by reference: 
+Portions of the registrant’s definitive proxy statement for the 2013 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. 
+DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 
+This Annual Report on Form 10-K (this “Report”) and other public filings and press releases by us contain “forward-looking
+statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995,
+as amended. These “forward-looking statements” involve risk and uncertainty. These forward-looking statements include, without limitation, statements relating to: liquidity; revenue expectations and backlog; financing of operations;
+continued volatility of oil and natural gas prices; source and sufficiency of funds required for building new equipment and additional acquisitions (if further opportunities arise); impact of inflation; demand for our services; and other matters.
+Our forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “believes,” “budgeted,” “continue,” “expects,”
+“estimates,” “project,” “will,” “could,” “may,” “plans,” “intends,” “strategy,” or “anticipates,” or the negative thereof and other words and expressions of
+similar meaning. The forward-looking statements are based on certain assumptions and analyses we make in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe
+are appropriate in the circumstances. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Forward-looking statements
+may be made orally or in writing, including, but not limited to, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Report and other sections of our filings with the United States Securities
+and Exchange Commission (the “SEC”) under the Exchange Act and the Securities Act. 
+Forward-looking statements are
+not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. Factors that might cause or
+contribute to such differences include, but are not limited to, global economic conditions, volatility in customer spending and in oil and natural gas prices that could adversely affect demand for our services and their associated effect on rates,
+utilization, margins and planned capital expenditures, excess availability of land drilling rigs and pressure pumping equipment, including as a result of reactivation or construction, adverse industry conditions, adverse credit and equity market
+conditions, difficulty in integrating acquisitions, shortages of labor, equipment, supplies and materials, weather, loss of key customers, liabilities from operations for which we do not have and receive full indemnification or insurance,
+governmental regulation and ability to retain management and field personnel. Refer to “Risk Factors” contained in Item 1A of this Report for a more complete discussion of these and other factors that might affect our performance and
+financial results. You are cautioned not to place undue reliance on any of our forward-looking statements. These forward-looking statements are intended to relay our expectations about the future, and speak only as of the date they are made. We
+undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, changes in internal estimates or otherwise, except as required by law. 
+PART I 
+Item 1. 
+Business 
+Available Information 
+This Report, along with our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished
+pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge through our internet website ( www.patenergy.com ) as soon as reasonably practicable after we electronically file such material with, or furnish it to,
+the SEC. The information contained on our website is not part of this Report or other filings that we make with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
+Washington, DC 20549. You may obtain information on the operation 
+2 
+of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site ( www.sec.gov ) that contains reports, proxy and information statements and other
+information regarding issuers that file electronically with the SEC. 
+Overview 
+We own and operate one of the largest fleets of land-based drilling rigs in the United States. The Company was formed in 1978 and
+reincorporated in 1993 as a Delaware corporation. Our contract drilling business operates in the continental United States, Alaska, and western and northern Canada. 
+As of December 31, 2012, we had a drilling fleet that consisted of 314 marketable land-based drilling rigs. A drilling rig includes the structure, power source and machinery necessary to cause a
+drill bit to penetrate the earth to a depth desired by the customer. A drilling rig is considered marketable at a point in time if it is operating or can be made ready to operate without significant capital expenditures. We also have a substantial
+inventory of drill pipe and drilling rig components. 
+We provide pressure pumping services to oil and natural gas operators
+primarily in Texas and the Appalachian Basin. Pressure pumping services consist primarily of well stimulation and cementing for completion of new wells and remedial work on existing wells. 
+We also own and invest in oil and natural gas assets as a non-operating working interest owner. Our oil and natural gas working interests
+are located primarily in Texas and New Mexico. 
+Prior to January 20, 2010, we provided drilling fluids, completion fluids
+and related services to oil and natural gas operators offshore in the Gulf of Mexico and on land in Texas, New Mexico, Oklahoma and Louisiana. We sold our drilling and completion fluids services business on January 20, 2010. On October 1,
+2010, we acquired the assets and operations of a pressure pumping business and an electric wireline business. The electric wireline business that we acquired was classified as held for sale at December 31, 2010 and sold on January 27,
+2011. The results of our drilling and completion fluids services business and our electric wireline business are presented as discontinued operations in this Report. 
+Industry Segments 
+Our revenues, operating profits and identifiable assets
+are primarily attributable to three industry segments: 
+• 
+contract drilling services, 
+• 
+pressure pumping services, and 
+• 
+oil and natural gas exploration and production. 
+All of our industry segments had operating profits in 2012, 2011 and 2010. 
+See
+“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15 of Notes to Consolidated Financial Statements included as a part of Items 7 and 8, respectively, of this Report for financial
+information pertaining to these industry segments. 
+Contract Drilling Operations 
+General — We market our contract drilling services to major and independent oil and natural gas operators. As of
+December 31, 2012, we had 314 marketable land-based drilling rigs based in the following regions: 
+• 
+70 in west Texas and southeastern New Mexico, 
+• 
+43 in north central and east Texas, northern Louisiana, Arkansas and eastern Oklahoma, 
+• 
+52 in the Rocky Mountain region (Colorado, Utah, Wyoming, Montana, North Dakota, Nebraska and Alaska), 
+• 
+66 in south Texas, 
+3 
+• 
+29 in the Texas panhandle, western Oklahoma and Kansas, 
+• 
+36 in the Appalachian/Midwest region (Pennsylvania, Ohio, West Virginia and Michigan), 
+• 
+18 in western and northern Canada. 
+Our marketable drilling rigs have rated maximum depth capabilities ranging from 5,250 feet to 25,000 feet. Of these drilling rigs, 167 are electric rigs and 147 are mechanical rigs. An electric rig
+differs from a mechanical rig in that the electric rig converts the power from its engines (the sole energy source for a mechanical rig) into electricity to power the rig. We also have a substantial inventory of drill pipe and drilling rig
+components, which may be used in the activation of additional drilling rigs or as replacement parts for marketable rigs. 
+Drilling rigs are typically equipped with engines, drawworks, masts, pumps to circulate the drilling fluid, blowout preventers, drill pipe
+and other related equipment. Over time, components on a drilling rig are replaced or rebuilt. We spend significant funds each year as part of a program to modify, upgrade and maintain our drilling rigs to ensure that our drilling equipment is
+competitive. We have spent over $2.2 billion during the last three years on capital expenditures to (1) build new land drilling rigs and (2) modify, upgrade and extend the lives of components of our drilling fleet. During fiscal years
+2012, 2011 and 2010, we spent approximately $745 million, $785 million and $656 million, respectively, on these capital expenditures. 
+Depth and complexity of the well and drill site conditions are the principal factors in determining the specifications of the rig selected for a particular job. 
+Our contract drilling operations depend on the availability of drill pipe, drill bits, replacement parts and other related rig equipment,
+fuel and other materials and qualified personnel. Some of these have been in short supply from time to time. 
+Drilling
+Contracts — Most of our drilling contracts are with established customers on a competitive bid or negotiated basis. Our drilling contracts are either on a well-to-well basis or a term basis. Well-to-well contracts are generally short-term
+in nature and cover the drilling of a single well or a series of wells. Term contracts are entered into for a specified period of time (frequently six months to three years) and provide for the use of the drilling rig to drill multiple wells. During
+2012, our average number of days to drill a well (which includes moving to the drill site, rigging up and rigging down) was approximately 22 days. 
+Our drilling contracts obligate us to provide and operate a drilling rig and to pay certain operating expenses, including wages of our drilling personnel and necessary maintenance expenses. Most drilling
+contracts are subject to termination by the customer on short notice and may or may not contain provisions for an early termination payment to us in the event that the contract is terminated by the customer. We believe that our drilling contracts
+generally provide for indemnification rights and obligations that are customary for the markets in which we conduct those operations; however, each drilling contract contains the actual terms setting forth our rights and obligations and those of the
+customer, any of which rights and obligations may deviate from what is customary due to particular industry conditions, customer requirements or other factors. 
+Our drilling contracts provide for payment on a daywork, footage or turnkey basis, or a combination thereof. In each case, we provide the rig and crews. Our bid for each job depends upon location, depth
+and anticipated complexity of the well, on-site drilling conditions, equipment to be used, estimated risks involved, estimated duration of the job, availability of drilling rigs and other factors particular to each proposed well. 
+Under daywork contracts, we provide the drilling rig and crew to the customer. The customer supervises the drilling of the well. Our
+compensation is based on a contracted rate per day during the period the drilling rig is utilized. We often receive a lower rate when the drilling rig is moving or when drilling operations are interrupted or restricted by adverse weather conditions
+or other conditions beyond our control. Daywork contracts typically provide separately for mobilization of the drilling rig. All of the wells we drilled in 2012, 2011 and 2010 were under daywork contracts. 
+Under footage contracts, we contract to drill a well to a certain depth under specified conditions for a fixed price per foot. The
+customer provides drilling fluids, casing, cementing and well design expertise. These contracts require us to bear the cost of services and supplies that we provide until the well has been drilled to the
+4 
+agreed-upon depth. If we drill the well in less time than estimated, we have the opportunity to improve our profits over those that would be attainable under a daywork contract. Profits are
+reduced and losses may be incurred if the well requires more days to drill to the contracted depth than estimated. Footage contracts generally contain greater risks for a drilling contractor than daywork contracts. Under footage contracts, the
+drilling contractor typically assumes certain risks associated with loss of the well from fire, blowouts and other risks. Although we have entered into footage contracts in the past, we did not drill any wells under footage contracts in the past
+three years. 
+Under turnkey contracts, we contract to drill a well to a certain depth under specified conditions for a fixed
+fee. In a turnkey arrangement, we are required to bear the costs of services, supplies and equipment beyond those typically provided under a footage contract. In addition to the drilling rig and crew, we are required to provide the drilling and
+completion fluids, casing, cementing, and the technical well design and engineering services during the drilling process. We also typically assume certain risks associated with drilling the well such as fires, blowouts, cratering of the well bore
+and other such risks. Compensation occurs only when the agreed-upon scope of the work has been completed, which requires us to make larger up-front working capital commitments prior to receiving payments under a turnkey drilling contract. Under a
+turnkey contract, we have the opportunity to improve our profits if the drilling process goes as expected and there are no complications or time delays. Given the increased exposure we have under a turnkey contract, however, profits can be
+significantly reduced and losses can be incurred if complications or delays occur during the drilling process. Turnkey contracts generally involve the highest degree of risk among the three different types of drilling contracts. Although we have
+entered into turnkey contracts in the past, we did not drill any wells under turnkey contracts in the past three years. 
+Contract Drilling Activity — Information regarding our contract drilling activity for the last three years follows:
+Year Ended December 31, 
+2012 
+2011 
+2010 
+Average rigs operating per day(1) 
+221 
+216 
+168 
+Number of rigs operated during the year 
+267 
+250 
+220 
+Number of wells drilled during the year 
+3,587 
+3,529 
+2,919 
+Number of operating days 
+80,833 
+78,758 
+61,244 
+(1) 
+A rig is considered to be operating if it is earning revenue pursuant to a contract on a given day. 
+Drilling Rigs and Related Equipment — We have made significant upgrades during the last several years to our drilling fleet to
+match the needs of our customers. While conventional wells remain an important source of natural gas and oil, our customers have expanded the development of shale and other unconventional wells to help supply the long-term demand for natural gas and
+oil in North America. 
+5 
+To address our customers’ needs for drilling wells in the newer
+horizontal shale and other unconventional resource plays, we have expanded our areas of operation and improved the capability of our drilling fleet. We have delivered new APEX ® rigs to the market and have made performance and safety improvements to existing high capacity rigs. APEX 1500 ® rigs are 1,500 horsepower electric rigs with advanced electronic drilling systems, 500 ton top drives, iron roughnecks, hydraulic catwalks, and other highly automated
+pipe handling equipment. APEX 1000 ® rigs are 1,000 horsepower electric rigs with advanced technology equipment
+similar to the APEX 1500 ® rigs, but with a more compact design to fit on smaller locations. APEX WALKING ® rigs are designed to efficiently drill multiple wells from a single pad, by “walking” between the
+wellbores without requiring time to lower the mast and lay down the drill pipe. Some APEX 1500 ® and APEX 1000 ® rigs have also been equipped with walking systems. As of December 31, 2012 our drilling fleet was comprised of
+the following: 
+Number of Rigs 
+Classification 
+U.S. 
+Canada 
+Total 
+APEX
+1500 ® rigs (including four with walking systems) 
+51 
+— 
+51 
+APEX
+1000 ® rigs (including nine with walking systems) 
+15 
+— 
+15 
+APEX
+WALKING ® rigs 
+47 
+— 
+47 
+Other electric rigs 
+46 
+8 
+54 
+Total electric rigs 
+159 
+8 
+167 
+Mechanical rigs 
+137 
+10 
+147 
+Total 
+296 
+18 
+314 
+We estimate the depth capacity with respect to our marketable rigs as of December 31, 2012 to be as
+follows: 
+Number of Rigs 
+Depth Rating (Ft.) 
+U.S. 
+Canada 
+Total 
+5,250 to 7,999 
+— 
+3 
+3 
+8,000 to 11,999 
+25 
+7 
+32 
+12,000 to 15,999 
+149 
+8 
+157 
+16,000 to 25,000 
+122 
+— 
+122 
+Total 
+296 
+18 
+314 
+At December 31, 2012, we owned and operated 312 trucks and 410 trailers used to rig down, transport
+and rig up our drilling rigs. Our ownership of trucks and trailers reduces our dependency upon third parties for these services and generally enhances the efficiency of our contract drilling operations in periods of high drilling rig utilization.
+We perform repair and overhaul work to our drilling rig equipment at our yard facilities located in Texas, Oklahoma, Wyoming,
+Colorado, Pennsylvania and western Canada. 
+Pressure Pumping Operations 
+General — We provide pressure pumping services to oil and natural gas operators primarily in Texas (Southwest Region) and the
+Appalachian Basin (Northeast Region). Pressure pumping services consist of well stimulation and cementing for the completion of new wells and remedial work on existing wells. Wells drilled in shale formations and other unconventional plays require
+well stimulation through fracturing to allow the flow of oil and natural gas. This is accomplished by pumping fluids under pressure into the well bore to fracture the formation. Many wells in conventional plays also receive well stimulation
+services. The cementing process inserts material between the wall of the well bore and the casing to support and stabilize the casing. 
+Pressure Pumping Contracts — Our pressure pumping operations are conducted pursuant to a work order for a specific job or pursuant to a term contract. The term contracts are generally entered
+into for a specified 
+6 
+period of time and may include minimum revenue, usage or stage requirements. We are compensated based on a combination of charges for equipment, personnel, materials, mobilization and other
+items. We believe that our pressure pumping contracts generally provide for indemnification rights and obligations that are customary for the markets in which we conduct those operations; however, each pressure pumping contract contains the actual
+terms setting forth our rights and obligations and those of the customer, any of which rights and obligations may deviate from what is customary due to particular industry conditions, customer requirements or other factors. 
+Equipment — We have pressure pumping equipment used in providing hydraulic and nitrogen fracturing services as well as
+nitrogen, cementing and acid pumping services, with a total of approximately 758,000 hydraulic horsepower as of December 31, 2012. Pressure pumping equipment at December 31, 2012 included: 
+Hydraulic 
+Fracturing 
+Equipment 
+Other 
+Pumping 
+Equipment 
+Total 
+Southwest Region: 
+Number of units 
+162 
+23 
+185 
+Approximate hydraulic horsepower 
+382,850 
+23,510 
+406,360 
+Northeast Region: 
+Number of units 
+157 
+103 
+260 
+Approximate hydraulic horsepower 
+293,400 
+57,800 
+351,200 
+Combined: 
+Number of units 
+319 
+126 
+445 
+Approximate hydraulic horsepower 
+676,250 
+81,310 
+757,560 
+Our pressure pumping operations are supported by a fleet of other equipment including blenders, tractors,
+manifold trailers and numerous trailers for transportation of materials to and from the worksite as well as bins for storage of materials at the worksite. 
+Materials — Our pressure pumping operations require the use of acids, chemicals, proppants, fluid supplies and other materials, any of which can be in short supply, including severe shortages,
+from time to time. We purchase these materials from various suppliers. These purchases are made in the spot market or pursuant to other arrangements that do not cover all of our required supply and that sometimes require us to purchase the supply or
+pay liquidated damages if we do not purchase the material. Given the limited number of suppliers of certain of our materials, we may not always be able to make alternative arrangements if we are unable to reach an agreement with a supplier for
+delivery of any particular material or should one of our suppliers fail to timely deliver our materials. 
+Oil and Natural Gas Interests
+We own and invest in oil and natural gas assets as a non-operating working interest owner. Our oil and natural gas working
+interests are located primarily in producing regions of Texas and New Mexico. Our oil and natural gas assets constituted approximately 1% of our consolidated assets as of December 31, 2012. 
+Customers 
+The customers
+of each of our contract drilling and pressure pumping business segments are oil and natural gas operators. Our customer base includes both major and independent oil and natural gas operators. During 2012, no single customer accounted for 10% or more
+of our consolidated operating revenues. 
+Competition 
+Our contract drilling and pressure pumping businesses are highly competitive. Historically, available equipment used in these businesses has frequently exceeded demand. The price for our services is a key
+competitive factor, in part because equipment used in our businesses can be moved from one area to another in response to market conditions. In addition to price, we believe availability, condition and technical specifications
+7 
+of equipment, quality of personnel, service quality and safety record are key factors in determining which contractor is awarded a job. We expect that the market for land drilling and pressure
+pumping services will continue to be highly competitive. 
+Government and Environmental Regulation 
+All of our operations and facilities are subject to numerous federal, state, foreign, and local laws, rules and regulations related to
+various aspects of our business, including: 
+• 
+drilling of oil and natural gas wells, 
+• 
+hydraulic fracturing, cementing, nitrogen and acidizing and related well servicing activities, 
+• 
+containment and disposal of hazardous materials, oilfield waste, other waste materials and acids, 
+• 
+use of underground storage tanks and injection wells, and 
+• 
+our employees. 
+To date, applicable environmental laws and regulations in the United States and Canada have not required the expenditure of significant resources outside the ordinary course of business. We do not
+anticipate any material capital expenditures for environmental control facilities or extraordinary expenditures to comply with environmental rules and regulations in the foreseeable future. However, compliance costs under existing laws or under any
+new requirements could become material, and we could incur liability in any instance of noncompliance. 
+Our business is
+generally affected by political developments and by federal, state, foreign, and local laws, rules and regulations that relate to the oil and natural gas industry. The adoption of laws, rules and regulations affecting the oil and natural gas
+industry for economic, environmental and other policy reasons could increase costs relating to drilling, completion and production, and otherwise have an adverse effect on our operations. Federal, state, foreign and local environmental laws, rules
+and regulations currently apply to our operations and may become more stringent in the future. Any suspension or moratorium of the services we provide, whether or not short-term in nature, by a federal, state, foreign or local governmental
+authority, could have a material adverse effect on our business, financial condition and results of operation. 
+We believe we
+use operating and disposal practices that are standard in the industry. However, hydrocarbons and other materials may have been disposed of, or released in or under properties currently or formerly owned or operated by us or our predecessors, which
+may have resulted, or may result, in soil and groundwater contamination in certain locations. Any contamination found on, under or originating from the properties may be subject to remediation requirements under federal, state, foreign and local
+laws, rules and regulations. In addition, some of these properties have been operated by third parties over whom we have no control of their treatment of hydrocarbon and other materials or the manner in which they may have disposed of or released
+such materials. We could be required to remove or remediate wastes disposed of or released by prior owners or operators. In addition, it is possible we could be held responsible for oil and natural gas properties in which we own an interest but are
+not the operator. 
+Some of the environmental laws and regulations that are applicable to our business operations are discussed
+in the following paragraphs, but the discussion does not cover all environmental laws and regulations that govern our operations. 
+In the United States, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, commonly known as CERCLA, and comparable state statutes impose strict liability
+on: 
+• 
+owners and operators of sites, and 
+• 
+persons who disposed of or arranged for the disposal of “hazardous substances” found at sites. 
+The Federal Resource Conservation and Recovery Act (“RCRA”), as amended, and comparable state statutes govern the disposal of
+“hazardous wastes.” Although CERCLA currently excludes petroleum from the definition of “hazardous substances,” and RCRA also excludes certain classes of exploration and production
+8 
+wastes from regulation, such exemptions by Congress under both CERCLA and RCRA may be deleted, limited, or modified in the future. If such changes are made to CERCLA and/or RCRA, we could be
+required to remove and remediate previously disposed of materials (including materials disposed of or released by prior owners or operators) from properties (including ground water contaminated with hydrocarbons) and to perform removal or remedial
+actions to prevent future contamination. 
+The Federal Water Pollution Control Act and the Oil Pollution Act of 1990, as
+amended, and implementing regulations govern: 
+• 
+the prevention of discharges, including oil and produced water spills, and 
+• 
+liability for drainage into waters. 
+The Oil Pollution Act imposes strict liability for a comprehensive and expansive list of damages from an oil spill into waters from facilities. Liability may be imposed for oil removal costs and a variety
+of public and private damages. Penalties may also be imposed for violation of federal safety, construction and operating regulations, and for failure to report a spill or to cooperate fully in a clean-up. 
+The Oil Pollution Act also expands the authority and capability of the federal government to direct and manage oil spill clean-up and
+operations, and requires operators to prepare oil spill response plans in cases where it can reasonably be expected that substantial harm will be done to the environment by discharges on or into navigable waters. Failure to comply with ongoing
+requirements or inadequate cooperation during a spill event may subject a responsible party, such as us, to civil or criminal actions. Although the liability for owners and operators is the same under the Federal Water Pollution Act, the damages
+recoverable under the Oil Pollution Act are potentially much greater and can include natural resource damages. 
+Our activities
+include the performance of hydraulic fracturing services to enhance the production of oil and natural gas from formations with low permeability, such as shales and other unconventional formations. Due to concerns raised relating to potential impacts
+of hydraulic fracturing on groundwater quality, legislative and regulatory efforts at the federal level and in some states have been initiated to render permitting and compliance requirements more stringent for hydraulic fracturing or prohibit the
+activity altogether. Such efforts could have an adverse effect on oil and natural gas production activities, which in turn could have an adverse effect on the hydraulic fracturing services that we render for our exploration and production customers.
+See “Item 1A. Risk Factors — Potential Legislation and Regulation Covering Hydraulic Fracturing Could Increase Our Costs and Limit or Delay Our Operations.” 
+In Canada, a variety of Canadian federal, provincial and municipal laws, rules and regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation,
+handling, use, storage, transportation, treatment and disposal of hazardous substances and wastes and in connection with spills, releases and emissions of various substances to the environment. These laws, rules and regulations also require that
+facility sites and other properties associated with our operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. In addition, new projects or changes to existing projects may require the
+submission and approval of environmental assessments or permit applications. These laws, rules and regulations are subject to frequent change, and the clear trend is to place increasingly stringent limitations on activities that may affect the
+environment. 
+Our operations are also subject to federal, state, foreign and local laws, rules and regulations for the control
+of air emissions, including the Federal Clean Air Act and the Canadian Environmental Protection Act. We and our customers may be required to make capital expenditures in the future for air pollution control equipment in connection with obtaining and
+maintaining operating permits and approvals for air emissions. For example, on August 16, 2012, the U.S. Environmental Protection Agency (“EPA”) published final rules that establish new air emission control requirements for natural
+gas and NGL production, processing and transportation activities, including New Source Performance Standards (“NSPS”) and National Emissions Standards for Hazardous Air Pollutants (“NESHAP”) that impose, among other things, new
+standards for completions of hydraulically fractured natural gas wells. For more information, please refer to our discussion under “Item 1A. Risk Factors — Environmental Laws and Regulations, Including Violations Thereof, Could Materially
+Adversely Affect Our Operating Results.” 
+9 
+We are aware of the increasing focus of local, state, national and international regulatory
+bodies on greenhouse gas (“GHG”) emissions and climate change issues. We are also aware of legislation proposed by United States lawmakers and the Canadian legislature to reduce GHG emissions, as well as GHG emissions regulations enacted
+by the EPA and the Canadian provinces of Alberta and British Columbia. We will continue to monitor and assess any new policies, legislation or regulations in the areas where we operate to determine the impact of GHG emissions and climate change on
+our operations and take appropriate actions, where necessary. Any direct and indirect costs of meeting these requirements may adversely affect our business, results of operations and financial condition. See “Item 1A. Risk Factors —
+Legislation and Regulation of Greenhouse Gases Could Adversely Affect Our Business.” 
+Risks and Insurance 
+Our operations are subject to many hazards inherent in the contract drilling and pressure pumping businesses, including inclement weather,
+blowouts, well fires, loss of well control, pollution and reservoir damage. These hazards could cause personal injury or death, work stoppage, and serious damage to equipment and other property, as well as significant environmental and reservoir
+damages. These risks could expose us to substantial liability for personal injury, wrongful death, property damage, loss of oil and natural gas production, pollution and other environmental damages. 
+We have indemnification agreements with many of our customers, and we also maintain liability and other forms of insurance. In general,
+our drilling and pressure pumping contracts typically contain provisions requiring our customer to indemnify us for, among other things, reservoir and certain pollution damage. Our right to indemnification may, however, be unenforceable or limited
+due to negligent or willful acts or omissions by us, our subcontractors and/or suppliers. Our customers may dispute, or be unable to meet, their contractual indemnification obligations to us due to financial, legal or other reasons. Accordingly, we
+may be unable to transfer these risks to our customers by contract or indemnification agreements. Incurring a liability for which we are not fully indemnified or insured could have a material adverse effect on our business, financial condition, cash
+flows and results of operations. 
+We maintain insurance coverage of types and amounts that we believe to be customary for our
+businesses, but we are not fully insured against all risks, either because insurance is not available or because of the high premium costs. The insurance coverage that we maintain includes insurance for fire, windstorm and other risks of physical
+loss to our rigs and certain other assets, employer’s liability, automobile liability, commercial general liability insurance, workers’ compensation and insurance for other specific risks. We cannot assure, however, that any insurance
+obtained by us will be adequate to cover any losses or liabilities, or that this insurance will continue to be available or available on terms that are acceptable to us. While we carry insurance to cover physical damage to, or loss of, our drilling
+rigs and certain other assets, such insurance does not cover the full replacement cost of the rigs or other assets. We have also elected in some cases to accept a greater amount of risk through increased deductibles on certain insurance policies.
+For example, we generally maintain a $1.0 million per occurrence deductible on our workers’ compensation and equipment insurance coverage and a $2.0 million per occurrence self-insured retention on our general liability insurance coverage. We
+self-insure a number of other risks, including loss of earnings and business interruption, and do not carry a significant amount of insurance to cover risks of underground reservoir damage. 
+Our insurance will not in all situations provide sufficient funds to protect us from all liabilities that could result from our
+operations. Our coverage includes aggregate policy limits and exclusions. As a result, we retain the risk for any loss in excess of these limits or that is otherwise excluded from our coverage. There can be no assurance that insurance will be
+available to cover any or all of our operational risks, or, even if available, that insurance premiums or other costs will not rise significantly in the future, so as to make the cost of such insurance prohibitive or that our coverage will cover a
+specific loss. Further, we may experience difficulties in collecting from insurers or such insurers may deny all or a portion of our claims for insurance coverage. 
+If a significant accident or other event occurs and is not fully covered by insurance or an enforceable or recoverable indemnity from a third party, it could have a material adverse effect on our
+business, financial 
+10 
+condition, cash flows and results of operations. See “Item 1A. Risk Factors – Our Operations Are Subject to a Number of Operational Risks, Including Environmental and Weather Risks,
+Which Could Expose Us to Significant Losses and Damage Claims. We Are Not Fully Insured Against All of These Risks and Our Contractual Indemnity Provisions May Not Fully Protect Us.” 
+Employees 
+We had approximately 7,300 full-time employees at
+December 31, 2012. The number of employees fluctuates depending on the current and expected demand for our services. We consider our employee relations to be satisfactory. None of our employees are represented by a union. 
+Seasonality 
+Seasonality
+has not significantly affected our overall operations. However, our drilling operations in Canada and, to a lesser extent, our pressure pumping operations in the Appalachian Basin, are subject to slow periods of activity during the annual Spring
+thaw. 
+Raw Materials and Subcontractors 
+We use many suppliers of raw materials and services. Although these materials and services have historically been available, there is no assurance that such materials and services will continue to be
+available on favorable terms or at all. We also utilize numerous independent subcontractors from various trades. 
+Item 1A. 
+Risk Factors. 
+You should consider each of the following factors as well as the other information in this Report in evaluating our business and our prospects. Additional risks and uncertainties not presently known to us
+or that we currently consider immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, cash flows and results of operations could be harmed. You should also refer to the
+other information set forth in this Report, including our consolidated financial statements and the related notes. 
+Global Economic Conditions May Adversely Affect Our Operating Results. 
+Global economic conditions and volatility in commodity prices may cause our customers to reduce or curtail their drilling and well
+completion programs, which could result in a decrease in demand for our services. In addition, uncertainty in the capital markets may result in reduced access to financing by our customers and reduced demand for our services. Furthermore, these
+factors may result in certain of our customers experiencing an inability to pay suppliers, including us. Although the significant deterioration in the global economic environment appeared to stabilize to some degree since 2009, there is no assurance
+that the global economic environment will not quickly deteriorate again due to one or more factors. A deterioration in the global economic environment could have a material adverse effect on our business, financial condition, cash flows and results
+of operations. 
+We Are Dependent on the Oil and Natural Gas Industry and Market Prices for Oil and Natural Gas. Declines
+in Customers’ Operating and Capital Expenditures and in Oil and Natural Gas Prices May Adversely Affect Our Operating Results. 
+We depend on our customers’ willingness to make operating and capital expenditures to explore for, develop and produce oil and natural gas in North America. If these expenditures decline, our
+business may suffer. Our customers’ willingness to explore, develop and produce depends largely upon prevailing industry conditions that are influenced by numerous factors over which we have no control, such as: 
+• 
+the supply of and demand for oil and natural gas, including current natural gas storage capacity and usage, 
+• 
+the prices, and expectations about future prices, of oil and natural gas, 
+11 
+• 
+the supply of and demand for drilling and pressure pumping equipment, 
+• 
+the cost of exploring for, developing, producing and delivering oil and natural gas, 
+• 
+public pressure on, and legislative and regulatory interest within, federal, state and local governments to stop, significantly limit or regulate
+drilling and hydraulic fracturing activities, and 
+• 
+merger and divestiture activity among oil and natural gas producers. 
+In particular, our revenue, profitability and cash flows are highly dependent upon prevailing prices for oil and natural gas and
+expectations about future prices. For many years, oil and natural gas prices and markets have been extremely volatile. Prices are affected by factors such as: 
+• 
+market supply and demand, 
+• 
+international military, political and economic conditions, 
+• 
+the ability of the Organization of Petroleum Exporting Countries, commonly known as OPEC, to set and maintain production and price targets,
+• 
+technical advances affecting energy consumption and production, and 
+• 
+the price and availability of alternative fuels. 
+All of these factors are beyond our control. During the second quarter of 2008, the quarterly average market price of natural gas (Henry Hub spot price as reported by the Energy Information
+Administration) was $11.74 per Mcf and the quarterly average market price of oil (WTI spot price as reported by the Energy Information Administration) was $123.95 per barrel. In the last half of 2008, commodity prices rapidly declined and averaged
+$6.60 per Mcf for natural gas and $58.35 per barrel for oil in the fourth quarter of 2008. In 2009, the price of natural gas declined further and averaged $4.06 per Mcf for the year. Oil prices remained depressed during 2009 as well and averaged
+$61.65 per barrel for the year. These declines in the market prices of natural gas and oil caused our customers to significantly reduce their drilling activities beginning in the fourth quarter of 2008, and drilling activities remained low
+throughout 2009. Drilling activities increased in 2010 as did the prices for oil and natural gas. The increased drilling activity was largely attributable to increased development of unconventional oil and natural gas reservoirs and an improvement
+in the price of oil which averaged $79.40 per barrel in 2010. Drilling for oil and liquids rich targets continued to increase in 2011 as oil averaged $94.86 per barrel for the year. Natural gas prices decreased in 2011 to an average of $4.00 per
+Mcf. The 2011 decrease in natural gas prices was most significant in the fourth quarter where the average price dropped to $3.32 per Mcf. This decrease continued into 2012 where natural gas prices fell below $2.00 per Mcf in April and averaged
+$2.75 per Mcf for the year, resulting in continued low levels of drilling activity for natural gas in 2012. The increase in drilling activity in oil rich basins absorbed some of the decrease in demand for natural gas drilling activities in
+2012. Our average number of rigs operating remains well below the number of our available rigs. Construction of new land drilling rigs in the United States during the last decade has significantly contributed to excess capacity in total available
+drilling rigs. As a result of decreased drilling activity and excess capacity, our average number of rigs operating has declined from historic highs. We expect oil and natural gas prices to continue to be volatile and to affect our financial
+condition, operations and ability to access sources of capital. Low market prices for oil and natural gas would likely result in lower demand for our drilling rigs and pressure pumping services and could adversely affect our operating results,
+financial condition and cash flows. Even during periods of high prices for oil and natural gas, companies exploring for oil and natural gas may cancel or curtail programs, or reduce their levels of capital expenditures for exploration and production
+for a variety of reasons, which could reduce demand for our drilling rigs and pressure pumping services. 
+A General
+Excess of Operable Land Drilling Rigs, Increasing Rig Specialization and Excess Pressure Pumping Equipment May Adversely Affect Our Utilization and Profit Margins. 
+The North American oil and natural gas services industry has experienced downturns in demand during the last decade. During these periods, there have been substantially more drilling rigs and pressure
+pumping equipment available than necessary to meet demand. As a result, drilling and pressure pumping contractors have had difficulty sustaining profit margins and, at times, have incurred losses during the downturn periods. 
+12 
+In addition, unconventional resource plays have substantially increased and some drilling
+rigs are not capable of drilling these wells efficiently. Accordingly, the utilization of some older technology drilling rigs may be hampered by their lack of capability to successfully compete for this work. Other ongoing factors which could
+continue to adversely affect utilization rates and pricing, even in an environment of high oil and natural gas prices and increased drilling activity, include: 
+• 
+movement of drilling rigs from region to region, 
+• 
+reactivation of land-based drilling rigs, or 
+• 
+construction of new technology drilling rigs. 
+Construction of new technology drilling rigs has increased in recent years. The addition of new technology drilling rigs to the market, combined with a reduction in the drilling of vertical wells, has
+resulted in excess capacity of conventional drilling rigs. Similarly, the substantial recent increase in unconventional resource plays has led to higher demand for pressure pumping services and there has been a significant increase in the
+construction of new pressure pumping equipment across the industry. As a result of low natural gas prices and the construction of new equipment, there is currently an excess of pressure pumping equipment available. In circumstances of excess
+capacity, providers of pressure pumping services have difficulty sustaining profit margins and may sustain losses during downturn periods. We cannot predict the future level of demand for our contract drilling or pressure pumping services or future
+conditions in the oil and natural gas contract drilling or pressure pumping businesses. 
+Shortages of Drill Pipe,
+Replacement Parts, Other Equipment, Supplies and Materials Adversely Affect Our Operating Results. 
+During periods of
+increased demand for drilling and pressure pumping services, the industry has experienced shortages of drill pipe, replacement parts, other equipment, supplies and materials, including, in the case of our pressure pumping operations, proppants,
+acid, gel and water. These shortages can cause the price of these items to increase significantly and require that orders for the items be placed well in advance of expected use. In addition, any interruption in supply could result in significant
+delays in delivery of equipment and materials or prevent operations. Interruptions may be caused by, among other reasons: 
+• 
+weather issues, whether short-term such as a hurricane, or long-term such as a drought, and 
+• 
+a shortage in the number of vendors able or willing to provide the necessary equipment, supplies and materials, including as a result of commitments of
+vendors to other customers or third parties. 
+These price increases, delays in delivery and interruptions in
+supply may require us to increase capital and repair expenditures and incur higher operating costs. Severe shortages, delays in delivery and interruptions in supply could limit our ability to construct and operate our drilling rigs and pressure
+pumping equipment and could have a material adverse effect on our business, financial condition, cash flows and results of operations. 
+Fixed Term Contracts May in Certain Instances Be Terminated Without an Early Termination Payment. 
+Fixed term drilling contracts customarily provide for termination at the election of the customer, with an “early termination payment” to us if a contract is terminated prior to the expiration
+of the fixed term. However, in certain circumstances, for example, destruction of a drilling rig that is not replaced within a specified period of time, our bankruptcy, or a breach of our contract obligations, no early termination payment may be
+paid to us. Additionally, during depressed market conditions or otherwise, customers may be unable to satisfy their contractual obligations or may seek to terminate, renegotiate or fail to honor their contractual obligations. The failure to receive
+an early termination payment under a number of our fixed-term contracts could have a material adverse effect on our business, financial condition, cash flows and results of operations. 
+13 
+The Oil Service Business Segments in Which We Operate Are Highly Competitive with
+Excess Capacity, which Adversely Affects Our Operating Results. 
+Our land drilling and pressure pumping businesses are
+highly competitive. At times, available land drilling rigs and pressure pumping equipment exceed the demand for such equipment. This excess capacity has resulted in substantial competition for drilling and pressure pumping contracts. The fact that
+drilling rigs and pressure pumping equipment are mobile and can be moved from one market to another in response to market conditions heightens the competition in the industry. 
+We believe that price competition for drilling and pressure pumping contracts will continue to be intense due to the existence of available rigs and pressure pumping equipment. As a result of competition,
+our utilization may decrease and/or we may be unable to maintain or increase prices for our services, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. 
+Labor Shortages and Rising Labor Costs Adversely Affect Our Operating Results. 
+During periods of increasing demand for contract drilling and pressure pumping services, the industry experiences shortages of qualified
+personnel. During these periods, our ability to attract and retain sufficient qualified personnel to market and operate our drilling rigs and pressure pumping equipment is adversely affected, which negatively impacts both our operations and
+profitability. Operationally, it is more difficult to hire qualified personnel, which adversely affects our ability to mobilize inactive rigs and pressure pumping equipment in response to the increased demand for such services. Additionally, wage
+rates for drilling and pressure pumping personnel are likely to increase during periods of increasing demand, resulting in higher operating costs. 
+The Loss of Large Customers Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations. 
+In 2012, we received approximately 40% of our consolidated operating revenues from our ten largest customers and approximately 25% of our
+consolidated operating revenues from our five largest customers. Although no single customer accounted for more than approximately seven percent of our consolidated operating revenue in 2012, the loss of one or more of our larger customers could
+have a material adverse effect on our business, financial condition, cash flows and results of operations. 
+Growth
+Through the Building of New Rigs and Pressure Pumping Equipment and Rig and Other Acquisitions Are Not Assured. 
+We
+have increased our drilling rig fleet and pressure pumping horsepower in the past through mergers, acquisitions and new construction. There can be no assurance that acquisition opportunities will be available in the future. We are also likely to
+continue to face intense competition from other companies for available acquisition opportunities. In addition, because improved technology has enhanced the ability to recover oil and natural gas, contract drillers may continue to build new, high
+technology rigs and providers of pressure pumping services may continue to build new, high horsepower equipment. 
+There can be
+no assurance that we will: 
+• 
+have sufficient capital resources to complete additional acquisitions or build new rigs or pressure pumping equipment, 
+• 
+successfully integrate additional drilling rigs, pressure pumping equipment or other assets or businesses, 
+• 
+effectively manage the growth and increased size of our organization, drilling fleet and pressure pumping equipment, 
+• 
+successfully deploy idle, stacked or additional rigs and pressure pumping equipment, 
+• 
+maintain the crews necessary to operate additional drilling rigs and pressure pumping equipment, or 
+• 
+successfully improve our financial condition, results of operations, business or prospects as a result of any completed acquisition or the building of
+new drilling rigs and pressure pumping equipment. 
+14 
+We may incur substantial indebtedness to finance future acquisitions, build new drilling
+rigs or build new pressure pumping equipment and also may issue equity, convertible or debt securities in connection with any such acquisitions or building program. Debt service requirements could represent a significant burden on our results of
+operations and financial condition, and the issuance of additional equity or convertible securities could be dilutive to existing stockholders. Also, continued growth could strain our management, operations, employees and other resources.
+Our Operations Are Subject to a Number of Operational Risks, Including Environmental and Weather Risks, Which Could
+Expose Us to Significant Losses and Damage Claims. We Are Not Fully Insured Against All of These Risks and Our Contractual Indemnity Provisions May Not Fully Protect Us. 
+Our operations are subject to many hazards inherent in the contract drilling and pressure pumping businesses, including inclement weather,
+blowouts, well fires, loss of well control, pollution and reservoir damage. These hazards could cause personal injury or death, work stoppage, and serious damage to equipment and other property, as well as significant environmental and reservoir
+damages. These risks could expose us to substantial liability for personal injury, wrongful death, property damage, loss of oil and natural gas production, pollution and other environmental damages. 
+We have indemnification agreements with many of our customers, and we also maintain liability and other forms of insurance. In general,
+our drilling and pressure pumping contracts typically contain provisions requiring our customers to indemnify us for, among other things, reservoir and certain pollution damage. Our right to indemnification may, however, be unenforceable or limited
+due to negligent or willful acts or omissions by us, our subcontractors and/or suppliers. Our customers may dispute, or be unable to meet, their indemnification obligations to us due to financial, legal or other reasons. Accordingly, we may be
+unable to transfer these risks to our customers by contract or indemnification agreements. Incurring a liability for which we are not fully indemnified or insured could have a material adverse effect on our business, financial condition, cash flows
+and results of operations. 
+We maintain insurance coverage of types and amounts that we believe to be customary in the
+industry, but we are not fully insured against all risks, either because insurance is not available or because of the high premium costs. The insurance coverage that we maintain includes insurance for fire, windstorm and other risks of physical loss
+to our rigs and certain other assets, employer’s liability, automobile liability, commercial general liability insurance, workers’ compensation and insurance for other specific risks. We cannot assure, however, that any insurance obtained
+by us will be adequate to cover any losses or liabilities, or that this insurance will continue to be available or available on terms that are acceptable to us. While we carry insurance to cover physical damage to, or loss of, our drilling rigs and
+certain other assets, such insurance does not cover the full replacement cost of the rigs or other assets. We have also elected in some cases to accept a greater amount of risk through increased deductibles on certain insurance policies. For
+example, we generally maintain a $1.0 million per occurrence deductible on our workers’ compensation and equipment insurance coverage and a $2.0 million per occurrence self-insured retention on our general liability insurance coverage. We
+self-insure a number of other risks, including loss of earnings and business interruption, and do not carry a significant amount of insurance to cover risks of underground reservoir damage. 
+Our insurance will not in all situations provide sufficient funds to protect us from all liabilities that could result from our
+operations. Our coverage includes aggregate policy limits and exclusions. As a result, we retain the risk for any loss in excess of these limits or that is otherwise excluded from our coverage. There can be no assurance that insurance will be
+available to cover any or all of our operational risks, or, even if available, that insurance premiums or other costs will not rise significantly in the future, so as to make the cost of such insurance prohibitive or that our coverage will cover a
+specific loss. Further, we may experience difficulties in collecting from insurers or such insurers may deny all or a portion of our claims for insurance coverage. Incurring a liability for which we are not fully insured or indemnified could
+materially adversely affect our business, financial condition, cash flows and results of operations. 
+15 
+If a significant accident or other event occurs and is not fully covered by insurance or an
+enforceable or recoverable indemnity from a third party, it could have a material adverse effect on our business, financial condition, cash flows and results of operations. 
+New Technologies, Process Improvements and Other Factors May Cause Our Drilling and Pressure Pumping Processes and Equipment to Become Less Competitive and Oil and Natural Gas Wells to be Drilled
+and Completed More Quickly, Resulting in an Adverse Effect on our Financial Condition and Results of Operations. 
+Changes in technology or improvements in competitors’ processes and equipment could make our processes and equipment less competitive
+or require significant capital expenditures to keep our processes and equipment competitive. In addition, technological changes, process improvements and other factors that increase operational efficiencies could result in oil and natural gas wells
+being drilled and completed more quickly, which could reduce the number of revenue earning days. Any such changes in technology could have a material adverse effect on our business, financial condition, cash flows and results of operations.
+Environmental Laws and Regulations, Including Violations Thereof Could Materially Adversely Affect Our Operating
+Results. 
+All of our operations and facilities are subject to numerous federal, state, foreign and local environmental
+laws, rules and regulations, including, without limitation, laws concerning the containment and disposal of hazardous substances, oil field waste and other waste materials, the use of underground storage tanks, and the use of underground injection
+wells. The cost of compliance with these laws and regulations could be substantial. A failure to comply with these requirements could expose us to substantial civil and criminal penalties. In addition, environmental laws and regulations in the
+United States and Canada impose a variety of requirements on “responsible parties” related to the prevention of oil spills and liability for damages from such spills. As an owner and operator of land-based drilling rigs and pressure
+pumping equipment, we may be deemed to be a responsible party under these laws and regulations. 
+Changes in environmental laws
+and regulations occur frequently and such laws and regulations tend to become more stringent over time. Stricter laws, regulations or enforcement policies could significantly increase compliance costs for us and our customers and have a material
+adverse effect on our operations or financial position. For example, on August 16, 2012, the EPA issued final rules that establish new air emission control requirements for natural gas and NGL production, processing and transportation
+activities, including NSPS to address emissions of sulfur dioxide and volatile organic compounds and NESHAPS to address hazardous air pollutants frequently associated with gas production and processing activities. Among other things, these final
+rules require the reduction of volatile organic compound emissions from natural gas wells through the use of reduced emission completions or “green completions” on all hydraulically fractured wells constructed or refractured after
+January 1, 2015. In addition, gas wells are now required to use completion combustion device equipment (i.e., flaring) if emissions cannot be directed to a gathering line. Further, the final rules under NESHAPS include maximum achievable
+control technology (MACT) standards for “small” glycol dehydrators that are located at major sources of hazardous air pollutants and modifications to the leak detection standards for valves. These rules may require the implementation of
+new operating standards which may impact our business. If these or other initiatives result in an increase in regulation, it could increase costs to us and our customers or reduce demand for our services, which could have a material adverse effect
+on our business, financial condition, cash flows and results of operations. 
+Potential Legislation and Regulation
+Covering Hydraulic Fracturing Could Increase Our Costs and Limit or Delay Our Operations. 
+Members of the U.S. Congress
+and the EPA are reviewing more stringent regulation of hydraulic fracturing, a technology employed by our pressure pumping business, which involves the injection of water, sand and chemicals under pressure into rock formations to stimulate oil and
+natural gas production. Both the EPA and the U.S. Congress are studying whether there is any link between hydraulic fracturing activities and soil or ground 
+16 
+water contamination. As part of their respective studies, the House Subcommittee on Energy and Environment and the EPA each sent requests to a number of companies, including our company, for
+information on their hydraulic fracturing practices. We have responded to each of the inquiries. In addition, legislation has been proposed in the U.S. Congress to amend the Federal Safe Drinking Water Act to require the disclosure of chemicals used
+by the oil and gas industry in the hydraulic fracturing process, which could make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing
+process are impairing ground water or causing other damage. These bills, if adopted, could establish an additional level of regulation at the federal or state level that could limit or delay operational activities or increase operating costs and
+could result in additional regulatory burdens that could make it more difficult to perform or limit hydraulic fracturing and increase our costs of compliance and doing business. Certain states where we operate, including Texas, have adopted or are
+considering similar disclosure legislation. For example, Colorado, North Dakota, Montana, Texas, Louisiana, and Wyoming have adopted a variety of well construction, set back and disclosure regulations limiting how fracturing can be performed and
+requiring various degrees of chemical disclosure. In addition, the EPA has asserted federal regulatory authority over hydraulic fracturing involving diesel additives under the Safe Drinking Water Act’s Underground Injection Control Program and
+is developing guidance documents related to this newly asserted regulatory authority. Additional regulation could increase the costs of conducting our business and could materially reduce our business opportunities and revenues if our customers
+decrease their levels of activity in response to such regulation. 
+A number of federal agencies are analyzing, or have been
+requested to review a variety of environmental issues associated with hydraulic fracturing. For example, the EPA is conducting a study of the potential environmental effects of hydraulic fracturing on drinking water and groundwater. The EPA released
+a progress report on December 21, 2012 outlining work currently underway and is expected to release results of the study in 2014. In addition, the EPA announced on October 20, 2011 that it is launching a study of wastewater resulting from
+hydraulic fracturing activities and currently plans to propose pretreatment regulations by 2014. These ongoing or proposed studies, depending on their course, and any meaningful results obtained, could spur initiatives to further regulate hydraulic
+fracturing under the Safe Drinking Water Act or other regulatory mechanism. 
+The adoption of any future federal or state laws
+or implementing regulations imposing reporting obligations on, or otherwise limiting, the hydraulic fracturing process could make it more difficult to perform hydraulic fracturing and could increase our costs of compliance and doing business and
+reduce demand for our services. Regulation that significantly restricts or prohibits hydraulic fracturing could have a material adverse impact on our business, financial condition, cash flows and results of operations. 
+Legislation and Regulation of Greenhouse Gases Could Adversely Affect our Business 
+We are aware of the increasing focus of local, state, national and international regulatory bodies on GHG emissions and climate change
+issues. We are also aware of legislation proposed by United States lawmakers and the Canadian legislature to reduce GHG emissions, as well as GHG emissions regulations enacted by the EPA and the Canadian provinces of Alberta and British Columbia. In
+December 2009, the EPA determined that emissions of carbon dioxide, methane and other GHG present a danger to public health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the
+earth’s atmosphere and other climatic changes. Based on its findings, the EPA has begun adopting and implementing regulations to restrict emissions of GHGs under existing provisions of the Federal Clean Air Act, including one regulation that
+requires a reduction in emissions of GHGs from motor vehicles and another that regulates emissions of GHGs from certain large sources. In addition, the EPA published rules requiring reporting of GHG emissions from specified large GHG emission
+sources in the United States on an annual basis, which has been amended to include certain onshore and offshore oil and natural gas production facilities. In addition, almost one-half of the states have already taken legal measures to reduce
+emissions of GHGs primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs. We will continue to monitor and assess any new policies, legislation or regulations in the areas where we operate to
+determine the 
+17 
+impact of GHG emissions and climate change on our operations and take appropriate actions, where necessary. Any direct and indirect costs of meeting these requirements may adversely affect our
+business, results of operations and financial condition. Because our business depends on the level of activity in the oil and natural gas industry, existing or future laws or regulations related to GHGs and climate change, including incentives to
+conserve energy or use alternative energy sources, could have a negative impact on our business if such laws or regulations reduce demand for oil and natural gas. 
+We Are Dependent Upon our Subsidiaries to Meet our Obligations Under our Long Term Debt 
+We have borrowings outstanding under our senior notes, term loan facility and, from time to time, revolving credit facility. These obligations are guaranteed by each of our existing subsidiaries other
+than immaterial subsidiaries. Our ability to meet our interest and principal payment obligations depends in large part on dividends paid to us by our subsidiaries. If our subsidiaries do not generate sufficient cash flows to pay us dividends, we may
+be unable to meet our interest and principal payment obligations. 
+Variable Rate Indebtedness Subjects Us to Interest
+Rate Risk, Which Could Cause Our Debt Service Obligations to Increase Significantly. 
+We have in place a committed
+senior unsecured credit facility that includes a revolving credit facility and a term loan facility. Interest is paid on the outstanding principal amount of borrowings under the credit facility at a floating rate based on, at our election, LIBOR or
+a base rate. The margin on LIBOR loans ranges from 2.25% to 3.25% and the margin on base rate loans ranges from 1.25% to 2.25%, based on our debt to capitalization ratio. At December 31, 2012, the margin on LIBOR loans was 2.25% and the margin
+on base rate loans was 1.25%. As of December 31, 2012, we had no borrowings outstanding under our revolving credit facility and $98.8 million outstanding under our term credit facility at an interest rate of 2.625%. A one percent increase in
+the interest rate on the borrowings outstanding under our term credit facility as of December 31, 2012 would increase our annual cash interest expense by approximately $1.0 million. Interest rates could rise for various reasons in the future
+and increase our total interest expense, depending upon the amounts borrowed. 
+Anti-takeover Measures in Our Charter
+Documents and Under State Law Could Discourage an Acquisition and Thereby Affect the Related Purchase Price. 
+We are a
+Delaware corporation subject to the Delaware General Corporation Law, including Section 203, an anti-takeover law. Our restated certificate of incorporation authorizes our Board of Directors to issue up to one million shares of preferred stock
+and to determine the price, rights (including voting rights), conversion ratios, preferences and privileges of that stock without further vote or action by the holders of the common stock. It also prohibits stockholders from acting by written
+consent without the holding of a meeting. In addition, our bylaws impose certain advance notification requirements as to business that can be brought by a stockholder before annual stockholder meetings and as to persons nominated as directors by a
+stockholder. As a result of these measures and others, potential acquirers might find it more difficult or be discouraged from attempting to effect an acquisition transaction with us. This may deprive holders of our securities of certain
+opportunities to sell or otherwise dispose of the securities at above-market prices pursuant to any such transactions. 
+Item 1B. 
+Unresolved Staff Comments. 
+None. 
+Item 2. 
+Properties 
+Our property consists primarily of drilling rigs, pressure pumping equipment and related equipment. We own substantially all of the equipment used in our businesses. 
+Our corporate headquarters is in leased office space and is located at 450 Gears Road, Suite 500, Houston, Texas. Our telephone number at
+that address is (281) 765-7100. Our primary administrative office, which is located in Snyder, Texas, is owned and includes approximately 37,000 square feet of office and storage space. 
+18 
+Contract Drilling Operations — Our drilling services are supported by several
+offices and yard facilities located throughout our areas of operations, including Texas, Oklahoma, Colorado, North Dakota, Wyoming, Pennsylvania and western Canada. 
+Pressure Pumping — Our pressure pumping services are supported by several offices and yard facilities located throughout our areas of operations, including Texas, Pennsylvania, Ohio, West
+Virginia and Kentucky. 
+Oil and Natural Gas Working Interests — Our interests in oil and natural gas properties are
+primarily located in Texas and New Mexico. 
+We own our administrative offices in Snyder, Texas, as well as several of our other
+facilities. We also lease a number of facilities, and we do not believe that any one of the leased facilities is individually material to our operations. We believe that our existing facilities are suitable and adequate to meet our needs.
+We incorporate by reference in response to this item the information set forth in Item 1 of this Report and the
+information set forth in Note 4 of the Notes to Consolidated Financial Statements included in Item 8 of this Report. 
+Item 3. 
+Legal Proceedings. 
+We are party to various legal proceedings arising in the normal course of our business. We do not believe that the outcome of these proceedings, either individually or in the aggregate, will have a
+material adverse effect on our results of operations, cash flows or financial condition. 
+Item 4. 
+Mine Safety Disclosure. 
+Not applicable. 
+19 
+PART II 
+Item 5. 
+Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 
+(a) 
+Market Information 
+Our common stock, par value $0.01 per share, is publicly traded on the Nasdaq Global Select Market and is quoted under the symbol
+“PTEN.” Our common stock is included in the S&P MidCap 400 Index and several other market indices. The following table provides high and low sales prices of our common stock for the periods indicated: 
+High 
+Low 
+2011: 
+First quarter 
+$ 
+29.49 
+$ 
+19.60 
+Second quarter 
+32.42 
+26.38 
+Third quarter 
+34.09 
+17.22 
+Fourth quarter 
+23.90 
+15.06 
+2012: 
+First quarter 
+$ 
+22.14 
+$ 
+16.83 
+Second quarter 
+17.70 
+12.81 
+Third quarter 
+17.75 
+13.40 
+Fourth quarter 
+19.21 
+14.95 
+(b) 
+Holders 
+As of
+February 7, 2013, there were approximately 1,500 holders of record of our common stock. 
+(c) 
+Dividends 
+We paid
+cash dividends during the years ended December 31, 2011 and 2012 as follows: 
+Per Share 
+Total 
+(in thousands) 
+2011: 
+Paid on March 30, 2011 
+$ 
+0.05 
+$ 
+7,708 
+Paid on June 30, 2011 
+0.05 
+7,772 
+Paid on September 30, 2011 
+0.05 
+7,777 
+Paid on December 30, 2011 
+0.05 
+7,788 
+Total cash dividends 
+$ 
+0.20 
+$ 
+31,045 
+2012: 
+Paid on March 30, 2012 
+$ 
+0.05 
+$ 
+7,788 
+Paid on June 29, 2012 
+0.05 
+7,650 
+Paid on September 28, 2012 
+0.05 
+7,518 
+Paid on December 28, 2012 
+0.05 
+7,346 
+Total cash dividends 
+$ 
+0.20 
+$ 
+30,302 
+On February 6, 2013, our Board of Directors approved a cash dividend on our common stock in the amount of
+$0.05 per share to be paid on March 29, 2013 to holders of record as of March 15, 2013. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions,
+results of operations, financial condition, terms of our credit facilities and other factors. 
+20 
+(e) 
+Issuer Purchases of Equity Securities 
+The table below sets forth the information with respect to purchases of our common stock made by us during the quarter ended December 31, 2012. 
+Period Covered 
+Total 
+Number of 
+Shares 
+Purchased 
+Average Price 
+Paid
+per 
+Share 
+Total Number 
+of 
+Shares (or Units) 
+Purchased as Part 
+of Publicly 
+Announced Plans 
+or Programs 
+Approximate Dollar 
+Value of
+Shares 
+That May Yet Be 
+Purchased Under the 
+Plans or 
+Programs (in 
+thousands)(1) 
+October 1-31, 2012(2) 
+7,462 
+$ 
+16.97 
+3,759 
+$ 
+111,087 
+November 1-30, 2012 
+1,788,465 
+$ 
+16.77 
+1,788,465 
+$ 
+81,092 
+December 1-31, 2012 
+1,649,668 
+$ 
+18.18 
+1,649,668 
+$ 
+51,108 
+Total 
+3,445,595 
+$ 
+17.44 
+3,441,892 
+$ 
+51,108 
+(1) 
+On July 26, 2012, we announced that our Board of Directors approved a stock buyback program authorizing purchases of up to $150 million of our common stock in open
+market or privately negotiated transactions. 
+(2) 
+We withheld 3,703 shares in October from employees with respect to their tax withholding obligations upon the vesting of restricted shares. The price used to determine
+the number of shares withheld was the closing price of our common stock on the last business day prior to the date the shares vested. These purchases were made pursuant to the terms of the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan and
+not pursuant to the stock buyback program. 
+21 
+(e) 
+Performance Graph 
+The following graph compares the cumulative stockholder return of our common stock for the period from December 31, 2007 through
+December 31, 2012, with the cumulative total return of the Standard & Poors 500 Stock Index, the Standard & Poors MidCap Index, the Oilfield Service Index and a peer group determined by us. Our peer group consists of
+Helmerich & Payne, Inc., Nabors Industries, Ltd., Pioneer Energy Services Corp. and Precision Drilling Corp. All of the companies in our peer group are providers of land-based drilling services. Nabors Industries, Ltd. also is a provider of
+pressure pumping services. Bronco Drilling Company was a member of our peer group for 2011, but it was acquired by another entity in 2011 and is therefore not a member of our peer group for 2012. The graph assumes investment of $100 on
+December 31, 2007 and reinvestment of all dividends. 
+Fiscal Year Ended December 31, 
+Company/Index 
+2007 
+($) 
+2008 
+($) 
+2009 
+($) 
+2010 
+($) 
+2011 
+($) 
+2012 
+($) 
+Patterson-UTI Energy, Inc. 
+100.00 
+60.85 
+82.46 
+117.14 
+109.52 
+103.37 
+Peer Group Index 
+100.00 
+49.89 
+80.81 
+94.04 
+91.10 
+80.35 
+S&P 500 Stock Index 
+100.00 
+63.00 
+79.68 
+91.68 
+93.61 
+108.59 
+Oilfield Service Index 
+100.00 
+40.52 
+65.72 
+83.41 
+74.59 
+77.03 
+S&P MidCap Index 
+100.00 
+63.76 
+87.59 
+110.92 
+108.99 
+128.48 
+The foregoing graph is based on historical data and is not necessarily indicative of future performance.
+This graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulations 14A or 14C under the Exchange Act or to the liabilities of Section 18 under such Act. 
+22 
+Item 6. 
+Selected Financial Data. 
+Our selected consolidated financial data as of December 31, 2012, 2011, 2010, 2009 and 2008, and for each of the five years in the period ended December 31, 2012 should be read in conjunction
+with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and related Notes thereto, included as Items 7 and 8, respectively, of this Report. Due to the sale
+of our drilling and completion fluids business in January 2010 and the sale of our electric wireline business in January 2011, the results of operations for those businesses have been reclassified and are presented as discontinued operations for all
+periods presented. 
+Years Ended December 31, 
+2012 
+2011 
+2010 
+2009 
+2008 
+(In thousands, except per share amounts) 
+Statement of Operations Data: 
+Operating revenues: 
+Contract drilling 
+$ 
+1,821,713 
+$ 
+1,669,581 
+$ 
+1,081,898 
+$ 
+599,287 
+$ 
+1,804,026 
+Pressure pumping 
+841,771 
+845,803 
+350,608 
+161,441 
+217,494 
+Oil and natural gas 
+59,930 
+50,559 
+30,425 
+21,218 
+42,360 
+Total 
+2,723,414 
+2,565,943 
+1,462,931 
+781,946 
+2,063,880 
+Operating costs and expenses: 
+Contract drilling 
+1,075,491 
+972,778 
+655,678 
+357,742 
+1,038,327 
+Pressure pumping 
+580,878 
+561,398 
+235,100 
+124,100 
+147,377 
+Oil and natural gas 
+11,303 
+9,615 
+7,020 
+7,341 
+12,793 
+Depreciation, depletion, amortization and impairment 
+526,614 
+437,279 
+333,493 
+289,847 
+275,990 
+Selling, general and administrative 
+64,473 
+64,271 
+53,042 
+43,935 
+43,273 
+Net (gain) loss on asset disposals 
+(33,806 
+) 
+(4,999 
+) 
+(22,812 
+) 
+3,385 
+(4,163 
+) 
+Provision for bad debts 
+1,100 
+— 
+(2,000 
+) 
+3,810 
+4,350 
+Acquisition-related expenses 
+— 
+— 
+2,485 
+— 
+— 
+Total 
+2,226,053 
+2,040,342 
+1,262,006 
+830,160 
+1,517,947 
+Operating income (loss) 
+497,361 
+525,601 
+200,925 
+(48,214 
+) 
+545,933 
+Other income (expense) 
+(21,688 
+) 
+(14,883 
+) 
+(10,171 
+) 
+(3,341 
+) 
+1,425 
+Income (loss) from continuing operations before income taxes 
+475,673 
+510,718 
+190,754 
+(51,555 
+) 
+547,358 
+Income tax expense (benefit) 
+176,196 
+187,938 
+72,856 
+(17,595 
+) 
+193,490 
+Income (loss) from continuing operations 
+$ 
+299,477 
+$ 
+322,780 
+$ 
+117,898 
+$ 
+(33,960 
+) 
+$ 
+353,868 
+Income (loss) from continuing operations per common share: 
+Basic 
+$ 
+1.96 
+$ 
+2.08 
+$ 
+0.77 
+$ 
+(0.22 
+) 
+$ 
+2.29 
+Diluted 
+$ 
+1.96 
+$ 
+2.06 
+$ 
+0.76 
+$ 
+(0.22 
+) 
+$ 
+2.27 
+Cash dividends per common share 
+$ 
+0.20 
+$ 
+0.20 
+$ 
+0.20 
+$ 
+0.20 
+$ 
+0.60 
+Weighted average number of common shares outstanding: 
+Basic 
+151,144 
+153,871 
+152,772 
+152,069 
+153,379 
+Diluted 
+151,699 
+155,304 
+153,276 
+152,069 
+154,358 
+Balance Sheet Data: 
+Total assets 
+$ 
+4,556,911 
+$ 
+4,221,901 
+$ 
+3,423,031 
+$ 
+2,662,152 
+$ 
+2,712,817 
+Borrowings under line of credit 
+— 
+110,000 
+— 
+— 
+— 
+Other long term debt 
+692,500 
+382,500 
+392,500 
+— 
+— 
+Stockholders’ equity 
+2,640,657 
+2,516,631 
+2,187,607 
+2,081,700 
+2,126,942 
+Working capital 
+340,128 
+346,238 
+241,445 
+263,511 
+337,615 
+23 
+Item 7. 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+Management Overview — We are a leading provider of services to the North American oil and natural gas industry. Our services
+primarily involve the drilling, on a contract basis, of land-based oil and natural gas wells and pressure pumping services. In addition to the aforementioned services, we also invest, on a non-operating working interest basis, in oil and natural gas
+properties. Prior to the sale of substantially all of the assets of our drilling and completion fluids business in January 2010, we provided drilling fluids, completion fluids and related services to oil and natural gas operators. Due to our exit
+from the drilling and completion fluids business in January 2010, we have presented the results of that business as discontinued operations in this Report. We acquired an electric wireline business on October 1, 2010 and sold the business on
+January 27, 2011. Due to our exit from the electric wireline business, we have presented the results of that business as discontinued operations in this Report. 
+As of December 31, 2012, we had a drilling fleet that consisted of 314 marketable land-based drilling rigs. There continues to be uncertainty with respect to the global economic environment, crude
+oil prices are volatile and natural gas prices remain low. Activity in our drilling business decreased in the fourth quarter of 2012 compared to the fourth quarter of 2011. In the fourth quarter of 2012, our average number of rigs operating
+decreased to 206, as compared to an average of 232 drilling rigs operating during the same period in 2011. 
+We have addressed our customers’ needs for drilling wells in the newer horizontal shale and other unconventional
+resource plays by expanding our areas of operation and improving the capabilities of our drilling fleet during the last several years. As of December 31, 2012, we have completed 113 new APEX ® rigs and made performance and safety improvements to existing high capacity rigs. We have plans to complete 13 additional new APEX ® rigs in 2013. In connection with the newer horizontal shale and other unconventional resource plays, we have added
+equipment to perform service intensive fracturing jobs. As of December 31, 2012, we had approximately 758,000 hydraulic horsepower in our pressure pumping fleet. This is a net increase of approximately 600,000 horsepower since the end of 2009.
+Low natural gas prices and the industry-wide addition of new pressure pumping equipment to the marketplace has led to an excess supply of pressure pumping equipment in North America. 
+We maintain a backlog of commitments for contract drilling revenues under term contracts, which we define as contracts with a fixed term
+of six months or more. Our backlog as of December 31, 2012 was approximately $1.24 billion. We expect approximately $766 million of our backlog to be realized in 2013. We calculate our backlog by multiplying the day rate under our term drilling
+contracts by the number of days remaining under the contract. The calculation does not include any revenues related to other fees such as for mobilization, demobilization and customer reimbursables, nor does it include potential reductions in rates
+for unscheduled standby or during periods in which the rig is moving, on standby or incurring maintenance and repair time in excess of what is permitted under the drilling contract. In addition, generally our term drilling contracts are subject to
+termination by the customer on short notice and provide for an early termination payment to us in the event that the contract is terminated by the customer. See Item 1A. Risk Factors – Fixed Term Contracts May in Certain Instances Be
+Terminated Without an Early Termination Payment. 
+For the three years ended December 31, 2012, our operating revenues from
+continuing operations consisted of the following (dollars in thousands): 
+2012 
+2011 
+2010 
+Contract drilling 
+$ 
+1,821,713 
+67 
+% 
+$ 
+1,669,581 
+65 
+% 
+$ 
+1,081,898 
+74 
+% 
+Pressure pumping 
+841,771 
+31 
+845,803 
+33 
+350,608 
+24 
+Oil and natural gas 
+59,930 
+2 
+50,559 
+2 
+30,425 
+2 
+$ 
+2,723,414 
+100 
+% 
+$ 
+2,565,943 
+100 
+% 
+$ 
+1,462,931 
+100 
+% 
+Generally, the profitability of our business is impacted most by two primary factors in our contract
+drilling segment: our average number of rigs operating and our average revenue per operating day. During 2012, our 
+24 
+average number of rigs operating was 221 compared to 216 in 2011 and 168 in 2010. Our average revenue per operating day was $22,540 in 2012 compared to $21,200 in 2011 and $17,670 in 2010. Our
+pressure pumping segment experienced an increase in large multi-stage fracturing jobs in 2011 compared to 2010; this increase includes the contribution of a pressure pumping business we acquired on October 1, 2010, which significantly expanded
+our pressure pumping operations into new markets in the fourth quarter of 2010. In 2012, however, margins from the pressure pumping segment were lower than in 2011. We had consolidated net income of $299 million for 2012 compared to $322 million for
+2011. The decrease in consolidated net income was primarily due to higher depreciation expense. 
+Our revenues, profitability
+and cash flows are highly dependent upon prevailing prices for oil and natural gas. During periods of improved commodity prices, the capital spending budgets of oil and natural gas operators tend to expand, which generally results in increased
+demand for our services. Conversely, in periods when these commodity prices deteriorate, the demand for our services generally weakens and we experience downward pressure on pricing for our services. After reaching a peak in June 2008, there was a
+significant decline in oil and natural gas prices and a substantial deterioration in the global economic environment. As part of this deterioration, there was substantial uncertainty in the capital markets and access to financing was reduced. Due to
+these conditions, our customers reduced or curtailed their drilling programs, which resulted in a decrease in demand for our services, as evidenced by the decline in our monthly average number of rigs operating from a high of 283 in October 2008 to
+a low of 60 in June 2009. Our monthly average number of rigs operating has subsequently increased from the mid-year low of 60 in 2009 to 233 in December 2011. In December 2012, our average number of rigs operating was 205. 
+We are also highly impacted by operational risks, competition, the availability of excess equipment, labor issues and various other
+factors that could materially adversely affect our business, financial condition, cash flows and results of operations. Please see “Risk Factors” in Item 1A of this Report. 
+Critical Accounting Policies 
+In addition to established accounting
+policies, our consolidated financial statements are impacted by certain estimates and assumptions made by management. The following is a discussion of our critical accounting policies pertaining to property and equipment, goodwill, revenue
+recognition, the use of estimates and oil and natural gas properties. 
+Property and equipment — Property and
+equipment, including betterments which extend the useful life of the asset, are stated at cost. Maintenance and repairs are charged to expense when incurred. We provide for the depreciation of our property and equipment using the straight-line
+method over the estimated useful lives. Our method of depreciation does not change when equipment becomes idle; we continue to depreciate idled equipment on a straight-line basis. No provision for salvage value is considered in determining
+depreciation of our property and equipment. We review our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances (“triggering events”) indicate that the carrying values of certain
+assets may not be recovered over their estimated remaining useful lives. In connection with this review, assets are grouped at the lowest level at which identifiable cash flows are largely independent of other asset groupings. The cyclical nature of
+our industry has resulted in fluctuations in rig utilization over periods of time. Management believes that the contract drilling industry will continue to be cyclical and rig utilization will continue to fluctuate. Based on management’s
+expectations of future trends, we estimate future cash flows over the life of the respective assets or asset groupings in our assessment of impairment. These estimates of cash flows are based on historical cyclical trends in the industry as well as
+management’s expectations regarding the continuation of these trends in the future. Provisions for asset impairment are charged against income when estimated future cash flows, on an undiscounted basis, are less than the asset’s net book
+value. Any provision for impairment is measured based on discounted cash flows. 
+On a periodic basis, we evaluate our fleet of
+drilling rigs for marketability based on the condition of inactive rigs, expenditures that would be necessary to bring them to working condition and the expected demand for drilling services by rig type (such as drilling conventional vertical wells
+versus drilling longer horizontal wells 
+25 
+using high capacity rigs). In connection with our ongoing planning process, we evaluated our then-current fleet of marketable drilling rigs in 2012, 2011 and 2010 and identified 36, 53 and four
+rigs, during each of those years, respectively, that we determined were impaired and would no longer be marketed as rigs based on our assessment of estimated expenditures to bring these rigs into condition to operate in the current environment, as
+well as our assessment of future demand and the suitability of the identified rigs in light of this expected demand. The components comprising these rigs were evaluated, and those components with continuing utility to our other marketed rigs were
+transferred to other rigs or to our yards to be used as spare equipment. The fair value of the remaining components of these rigs was estimated to be zero as there were no future cash flows expected. We also evaluate our fleet of marketable pressure
+pumping equipment and in 2012 identified approximately 37,000 horsepower of pressure pumping equipment that would be retired. The identified pressure pumping equipment was impaired and estimated to have no fair value as there were no future cash
+flows expected. The net book value of the impaired assets of $12.5 million in 2012, $15.7 million in 2011 and $4.2 million in 2010 was expensed in our consolidated statements of operations as an impairment charge. 
+In light of the levels of activity and revenue per operating day experienced by us and our peers in 2012, 2011 and 2010, we concluded that
+no triggering events occurred during these years with respect to our contract drilling segment as a whole which would indicate that the carrying amounts of long-lived assets in that segment may not be recoverable (excluding the rigs which had been
+removed from our marketable fleet). We also concluded that no triggering event occurred with respect to our pressure pumping segment in 2012, 2011 or 2010 (excluding the equipment that was retired discussed above). Impairment considerations related
+to our oil and natural gas segment are discussed below. 
+Goodwill — Goodwill is considered to have an indefinite
+useful economic life and is not amortized. We evaluate goodwill at least annually on December 31, or when circumstances require, to determine if the fair value of recorded goodwill has decreased below its carrying value. For purposes of
+impairment testing, goodwill is evaluated at the reporting unit level. Our reporting units for impairment testing have been determined to be the same as our operating segments. We currently have goodwill in our contract drilling and pressure pumping
+operating segments. We first determine whether it is more likely than not that the carrying value of goodwill is less than its fair value after considering qualitative, market and other factors. If so, then goodwill impairment is determined using a
+two-step impairment test. The first step is to compare the fair value of an entity’s reporting units to the respective carrying value of those reporting units. If the carrying value of a reporting unit exceeds its fair value, the second step of
+the impairment test is performed whereby the fair value of the reporting unit is allocated to its identifiable tangible and intangible assets and liabilities with any remaining fair value representing the fair value of goodwill. If this resulting
+fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized in the amount of the shortfall. 
+In connection with our annual goodwill impairment assessment as of December 31, 2012 and 2011, we determined based on an assessment of qualitative factors that it was more likely than not that the
+fair values of our reporting units were greater than their carrying amounts and further testing was not necessary. In making this determination, we considered the continued demand experienced during 2012 and 2011 for our services in the contract
+drilling and pressure pumping businesses. We also considered the current and expected levels of commodity prices for crude oil and natural gas, which influence the overall level of business activity in these operating segments. Additionally,
+operating results for 2012 and 2011 and forecasted operating results for 2013 were also taken into account. Our overall market capitalization and the large amount of calculated excess of the fair values of our reporting units over their carrying
+values and lack of significant changes in the key assumptions from our 2010 quantitative Step 1 assessment of goodwill were also considered. 
+We have undertaken extensive efforts in the past several years to upgrade our fleet of equipment and believe that we are well positioned from a competitive standpoint to satisfy demand for high technology
+drilling of unconventional horizontal wells, which should help mitigate decreases in demand for drilling conventional vertical wells that has resulted from low natural gas prices. In the event that market conditions weaken, we may be required to
+record an impairment of goodwill in our contract drilling or pressure pumping reporting units in the future, and such impairment could be material. 
+26 
+Revenue recognition — Revenues from daywork drilling and pressure pumping
+activities are recognized as services are performed. Expenditures reimbursed by customers are recognized as revenue and the related expenses are recognized as direct costs. All of the wells we drilled in 2012, 2011 and 2010 were drilled under
+daywork contracts. 
+Use of estimates — The preparation of financial statements in conformity with accounting
+principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date
+of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. 
+Key estimates used by management include: 
+• 
+allowance for doubtful accounts, 
+• 
+depreciation, depletion and amortization, 
+• 
+fair values of assets acquired and liabilities assumed in acquisitions, 
+• 
+goodwill and long-lived asset impairments, and 
+• 
+reserves for self-insured levels of insurance coverage. 
+Oil and natural gas properties — Working interests in oil and natural gas properties are accounted for using the successful efforts method of accounting. Under the successful efforts method of
+accounting, exploration costs which result in the discovery of oil and natural gas reserves and all development costs are capitalized to the appropriate well. Exploration costs which do not result in discovering oil and natural gas reserves are
+charged to expense when such determination is made. Costs of exploratory wells are initially capitalized to wells-in-progress until the outcome of the drilling is known. We review wells-in-progress quarterly to determine whether sufficient progress
+is being made in assessing the reserves and economic viability of the respective projects. If no progress has been made in assessing the reserves and economic viability of a project after one year following the completion of drilling, we consider
+the well costs to be impaired and recognize the costs as expense. Geological and geophysical costs, including seismic costs and costs to carry and retain undeveloped properties, are charged to expense when incurred. The capitalized costs of both
+developmental and successful exploratory type wells, consisting of lease and well equipment, lease acquisition costs and intangible development costs, are depreciated, depleted and amortized on the units-of-production method, based on engineering
+estimates of proved oil and natural gas reserves for each respective field. 
+We review our proved oil and natural gas
+properties for impairment whenever a triggering event occurs, such as downward revisions in reserve estimates or decreases in expected future oil and natural gas prices. Proved properties are grouped by field and undiscounted cash flow estimates are
+prepared based on our expectation of future commodity prices over the lives of the respective fields. These cash flow estimates are reviewed by an independent petroleum engineer. If the net book value of a field exceeds its undiscounted cash flow
+estimate, impairment expense is measured and recognized as the difference between net book value and discounted cash flow. The discounted cash flow estimates used in measuring impairment are based on our expectations of future commodity prices over
+the life of the respective field. We review unproved oil and natural gas properties quarterly to assess potential impairment. Our impairment assessment is made on a lease-by-lease basis and considers factors such as our intent to drill, lease terms
+and abandonment of an area. If an unproved property is determined to be impaired, the related property costs are expensed. Impairment expense related to proved and unproved oil and natural gas properties totaled approximately $1.9 million, $3.0
+million and $792,000 for the years ended December 31, 2012, 2011 and 2010, respectively, and is included in depreciation, depletion, amortization and impairment in the consolidated statements of operations. 
+For additional information on our accounting policies, see Note 1 of Notes to Consolidated Financial Statements included as a part of
+Item 8 of this Report. 
+27 
+Liquidity and Capital Resources 
+As of December 31, 2012, we had working capital of $340 million, including cash and cash equivalents of $111 million, compared to
+working capital of $346 million and cash and cash equivalents of $23.9 million at December 31, 2011. 
+During 2012, our
+sources of cash flow included: 
+• 
+$1.0 billion from operating activities, 
+• 
+$300 million in proceeds from the issuance of our Series B Senior Notes, 
+• 
+$100 million in borrowings under our term loan facility, 
+• 
+$123 million in borrowings under our revolving credit facility, and 
+• 
+$66.0 million in proceeds from the disposal of property and equipment, including $42.5 million in proceeds from the sale of our flowback operations.
+During 2012, we used $170 million to repurchase shares of our common stock, $30.3 million to pay dividends
+on our common stock, $233 million to repay borrowings under our revolving credit facility, $93.8 million to repay other long-term debt, $7.5 million to pay debt issuance costs and $974 million: 
+• 
+to build new drilling rigs and pressure pumping equipment, 
+• 
+to make capital expenditures for the betterment and refurbishment of our drilling rigs and pressure pumping equipment, 
+• 
+to acquire and procure equipment and facilities to support our drilling and pressure pumping operations, and 
+• 
+to fund investments in oil and natural gas properties on a working interest basis. 
+We paid cash dividends during the year ended December 31, 2012 as follows: 
+Per Share 
+Total 
+(in thousands) 
+Paid on March 30, 2012 
+$ 
+0.05 
+$ 
+7,788 
+Paid on June 29, 2012 
+0.05 
+7,650 
+Paid on September 28, 2012 
+0.05 
+7,518 
+Paid on December 28, 2012 
+0.05 
+7,346 
+Total cash dividends 
+$ 
+0.20 
+$ 
+30,302 
+On February 6, 2013, our Board of Directors approved a cash dividend on our common stock in the amount of
+$0.05 per share to be paid on March 29, 2013 to holders of record as of March 15, 2013. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions,
+results of operations, financial condition, terms of our credit facilities and other factors. 
+On August 1, 2007, our
+Board of Directors approved a stock buyback program authorizing purchases of up to $250 million of our common stock in open market or privately negotiated transactions. During the year ended December 31, 2012, we purchased 4.7 million
+shares under the program at a cost of approximately $70.1 million. On July 25, 2012, our Board of Directors terminated the remaining authority under the 2007 stock buyback program, and approved a new stock buyback program authorizing purchases
+of up to $150 million of our common stock in open market or privately negotiated transactions. During the year ended December 31, 2012, we purchased approximately 5.9 million shares under the new stock buyback program at a cost of
+approximately $98.9 million. As of December 31, 2012, we are authorized to purchase approximately $51.1 million of our outstanding common stock under this program. 
+28 
+On September 27, 2012, we entered into a credit agreement (the “Credit
+Agreement”). The Credit Agreement is a committed senior unsecured credit facility that includes a revolving credit facility and a term loan facility. The Credit Agreement replaced a previous senior unsecured revolving credit facility.
+The revolving credit facility permits aggregate borrowings of up to $500 million outstanding at any time. The revolving credit
+facility contains a letter of credit facility that is limited to $150 million and a swing line facility that is limited to $40 million, in each case outstanding at any time. 
+The term loan facility provides for a loan of $100 million, which was drawn on December 24, 2012. The term loan facility is payable in quarterly principal installments commencing December 27,
+2012. The installment amounts vary from 1.25% of the original principal amount for each of the first four quarterly installments, 2.50% of the original principal amount for each of the subsequent eight quarterly installments, 5.00% of the original
+principal amount for the subsequent four quarterly installments and 13.75% of the original principal amount for the final four quarterly installments. 
+Subject to customary conditions, we may request that the lenders’ aggregate commitments with respect to the revolving credit facility and/or the term loan facility be increased by up to $100 million,
+not to exceed total commitments of $700 million. The maturity date under the Credit Agreement is September 27, 2017 for both the revolving facility and the term facility. 
+Loans under the Credit Agreement bear interest by reference, at our election, to the LIBOR rate or base rate, provided, that swing line loans bear interest by reference only to the base rate. The
+applicable margin on LIBOR rate loans varies from 2.25% to 3.25% and the applicable margin on base rate loans varies from 1.25% to 2.25%, in each case determined based upon our debt to capitalization ratio. As of December 31, 2012, the
+applicable margin on LIBOR rate loans was 2.25% and the applicable margin on base rate loans was 1.25%. A letter of credit fee is payable by us equal to the applicable margin for LIBOR rate loans times the daily amount available to be drawn under
+outstanding letters of credit. The commitment fee rate payable to the lenders for the unused portion of the credit facility is 0.50%. 
+The Credit Agreement requires compliance with two financial covenants. We must not permit our debt to capitalization ratio to exceed 45%. The Credit Agreement generally defines the debt to capitalization
+ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the last day of the most recently ended fiscal quarter. We also must
+not permit the interest coverage ratio as of the last day of a fiscal quarter to be less than 3.00 to 1.00. The Credit Agreement generally defines the interest coverage ratio as the ratio of earnings before interest, taxes, depreciation and
+amortization (“EBITDA”) of the four prior fiscal quarters to interest charges for the same period. We were in compliance with these covenants at December 31, 2012. The Credit Agreement also contains customary representations,
+warranties and affirmative and negative covenants. We do not expect that the restrictions and covenants will impair, in any material respect, our ability to operate or react to opportunities that might arise. 
+Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial
+and operational covenants, as well as a cross default event, loan document enforceability event, change of control event and bankruptcy and other insolvency events. If an event of default occurs and is continuing, then a majority of the lenders have
+the right, among others, to (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require us to repay all the outstanding amounts owed under any loan document (provided that in limited circumstances with respect to
+insolvency and bankruptcy such acceleration is automatic), and (iii) require us to cash collateralize any outstanding letters of credit. 
+As of December 31, 2012, we had $98.8 million principal amount outstanding under the term loan facility at an interest rate of 2.625% and no amounts outstanding under the revolving credit facility.
+We had $39.8 million in letters of credit outstanding at December 31, 2012 and, as a result, had available borrowing capacity of approximately $460 million at that date. 
+29 
+On October 5, 2010, we completed the issuance and sale of $300 million in aggregate
+principal amount of our 4.97% Series A Senior Notes due October 5, 2020 (the “Series A Notes”) in a private placement. The Series A Notes bear interest at a rate of 4.97% per annum. We will pay interest on the Series A Notes on
+April 5 and October 5 of each year. The Series A Notes will mature on October 5, 2020. 
+On June 14, 2012,
+we completed the issuance and sale of $300 million in aggregate principal amounts of our 4.27% Series B Senior Notes due June 14, 2022 (the “Series B Notes”) in a private placement. The Series B Notes bear interest at a rate of
+4.27% per annum. We will pay interest on the Series B Notes on April 5 and October 5 of each year. The Series B Notes will mature on June 14, 2022. 
+The Series A Notes and Series B Notes are prepayable at our option, in whole or in part, provided that in the case of a partial prepayment, prepayment must be in an amount not less than 5% of the
+aggregate principal amount of the notes then outstanding, at any time and from time to time at 100% of the principal amount prepaid, plus accrued and unpaid interest to the prepayment date, plus a “make-whole” premium as specified in the
+note purchase agreements. We must offer to prepay the notes upon the occurrence of any change of control. In addition, we must offer to prepay the notes upon the occurrence of certain asset dispositions if the proceeds therefrom are not timely
+reinvested in productive assets. If any offer to prepay is accepted, the purchase price of each prepaid note is 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the prepayment date. 
+The respective note purchase agreements require compliance with two financial covenants. We must not permit our debt to capitalization
+ratio to exceed 50% at any time. The note purchase agreements generally define the debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with
+consolidated net worth determined as of the last day of the most recently ended fiscal quarter. We also must not permit the interest coverage ratio as of the last day of a fiscal quarter to be less than 2.50 to 1.00. The note purchase agreements
+generally define the interest coverage ratio as the ratio of EBITDA for the four prior quarters to interest charges for the same period. We were in compliance with these covenants at December 31, 2012. We do not expect that the restrictions and
+covenants will impair, in any material respect, our ability to operate or react to opportunities that might arise. 
+Events of
+default under the note purchase agreements include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, a cross default event, a judgment in excess of a threshold event, the guaranty
+agreement ceasing to be enforceable, the occurrence of certain ERISA events, a change of control event and bankruptcy and other insolvency events. If an event of default under the note purchase agreements occurs and is continuing, then holders of a
+majority in principal amount of the respective notes have the right to declare all the notes then-outstanding to be immediately due and payable. In addition, if the Company defaults in payments on any note, then until such defaults are cured, the
+holder thereof may declare all the notes held by it pursuant to the note purchase agreement to be immediately due and payable. 
+We believe that our liquidity as of December 31, 2012, which includes approximately $340 million in working capital and approximately
+$460 million available under our $500 million revolving credit facility, together with cash expected to be generated from operations, should provide us with sufficient ability to fund our current plans to build new equipment, make improvements to
+our existing equipment, service our debt and pay cash dividends. If we pursue opportunities for growth that require capital, we believe we would be able to satisfy these needs through a combination of working capital, cash flows from operating
+activities, borrowing capacity under our revolving credit facility or additional debt or equity financing. However, there can be no assurance that such capital will be available on reasonable terms, if at all. 
+Commitments and Contingencies — As of December 31, 2012, we maintained letters of credit in the aggregate amount of $39.8
+million for the benefit of various insurance companies as collateral for retrospective premiums and retained losses which could become payable under the terms of the underlying insurance contracts. These letters of credit expire annually at various
+times during the year and are typically renewed. As of December 31, 2012, no amounts had been drawn under the letters of credit. 
+As of December 31, 2012, we had commitments to purchase approximately $171 million of major equipment for our drilling and pressure pumping businesses. 
+30 
+Our pressure pumping business has entered into agreements to purchase minimum quantities of
+proppants from certain vendors. These agreements expire in 2013 and 2016. As of December 31, 2012, the remaining obligation under these agreements is approximately $26.7 million, of which materials with a total purchase price of approximately
+$7.0 million are expected to be delivered during 2013. In the event that the required minimum quantities are not purchased during any contract year, we could be required to make a liquidated damages payment to the respective vendor for any
+shortfall. 
+In November 2011, our pressure pumping business entered into an agreement with a proppant vendor to advance, on a
+non-revolving basis, up to $12.0 million to such vendor to finance its construction of certain processing facilities. This advance is secured by the underlying processing facilities and other assets and bears interest at an annual rate of 5.0%.
+Repayment of the advance is to be made through discounts applied to purchases from the vendor and repayment of all amounts advanced must be made no later than October 1, 2017. As of December 31, 2012, advances of approximately $10.4
+million had been made under this agreement and repayments of approximately $397,000 had been received resulting in a balance outstanding of approximately $10.0 million. 
+Trading and Investing — We have not engaged in trading activities that include high-risk securities, such as derivatives and non-exchange traded contracts. We invest cash primarily in highly
+liquid, short-term investments such as overnight deposits and money market accounts. 
+Contractual Obligations 
+The following table presents information with respect to our contractual obligations as of December 31, 2012 (dollars in thousands):
+Payments due by period 
+Total 
+Less than 
+1 year 
+1-3 years 
+3-5 years 
+More than 5 
+years 
+Term loan(1) 
+$ 
+98,750 
+$ 
+6,250 
+$ 
+22,500 
+$ 
+70,000 
+$ 
+— 
+Interest on term loan(2) 
+9,221 
+2,576 
+4,450 
+2,195 
+— 
+Series A Notes(3) 
+300,000 
+— 
+— 
+— 
+300,000 
+Interest on Series A Notes(4) 
+115,760 
+14,910 
+29,820 
+29,820 
+41,210 
+Series B Notes(5) 
+300,000 
+— 
+— 
+— 
+300,000 
+Interest on Series B Notes(6) 
+121,126 
+12,810 
+25,620 
+25,620 
+57,076 
+Equipment purchases(7) 
+170,604 
+170,604 
+— 
+— 
+— 
+Inventory purchases(8) 
+26,702 
+7.009 
+16,910 
+2,783 
+— 
+$ 
+1,142,163 
+$ 
+214,159 
+$ 
+99,300 
+$ 
+130,418 
+$ 
+698,286 
+(1) 
+Represents repayments of borrowings under the term loan portion of the Credit Agreement. The term loan matures on September 27, 2017. 
+(2) 
+Interest to be paid on term loan using 2.625% rate in effect as of December 31, 2012. 
+(3) 
+Principal repayment of the Series A Notes is required at maturity on October 5, 2020. 
+(4) 
+Interest to be paid on the Series A Notes using 4.97% coupon rate. 
+(5) 
+Principal repayment of the Series B Notes is required at maturity on June 14, 2022 
+(6) 
+Interest to be paid on the Series B Notes using 4.27% coupon rate. 
+(7) 
+Represents commitments to purchase major equipment to be delivered in 2013 based on expected delivery dates. 
+(8) 
+Represents commitments to purchase proppants for our pressure pumping business. 
+31 
+Off-Balance Sheet Arrangements 
+We had no off-balance sheet arrangements at December 31, 2012. 
+Results of Operations 
+Comparison of the years ended
+December 31, 2012 and 2011 
+The following tables summarize operations by business segment for the years ended
+December 31, 2012 and 2011: 
+Year Ended December 31, 
+Contract Drilling 
+2012 
+2011 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+1,821,713 
+$ 
+1,669,581 
+9.1 
+% 
+Direct operating costs 
+$ 
+1,075,491 
+$ 
+972,778 
+10.6 
+% 
+Selling, general and administrative 
+$ 
+6,513 
+$ 
+6,408 
+1.6 
+% 
+Depreciation and impairment 
+$ 
+390,316 
+$ 
+344,312 
+13.4 
+% 
+Operating income 
+$ 
+349,393 
+$ 
+346,083 
+1.0 
+% 
+Operating days 
+80,833 
+78,758 
+2.6 
+% 
+Average revenue per operating day 
+$ 
+22.54 
+$ 
+21.20 
+6.3 
+% 
+Average direct operating costs per operating day 
+$ 
+13.31 
+$ 
+12.35 
+7.8 
+% 
+Average rigs operating 
+221 
+216 
+2.3 
+% 
+Capital expenditures 
+$ 
+744,949 
+$ 
+784,686 
+(5.1 
+)% 
+The demand for our contract drilling services is impacted by the market price of natural gas and oil. The
+reactivation and construction of new land drilling rigs in the United States in recent years has also contributed to an excess capacity of land drilling rigs compared to demand. The average market price of natural gas and oil for each of the fiscal
+quarters and full year in 2012 and 2011 follows: 
+1st Quarter 
+2nd Quarter 
+3rd Quarter 
+4th Quarter 
+Year 
+2011: 
+Average natural gas price per Mcf(1) 
+$ 
+4.18 
+$ 
+4.37 
+$ 
+4.12 
+$ 
+3.32 
+$ 
+4.00 
+Average oil price per Bbl(2) 
+$ 
+93.50 
+$ 
+102.22 
+$ 
+89.72 
+$ 
+93.99 
+$ 
+94.86 
+2012: 
+Average natural gas price per Mcf(1) 
+$ 
+2.45 
+$ 
+2.28 
+$ 
+2.88 
+$ 
+3.40 
+$ 
+2.75 
+Average oil price per Bbl(2) 
+$ 
+102.88 
+$ 
+93.42 
+$ 
+92.24 
+$ 
+87.96 
+$ 
+94.12 
+(1) 
+The average natural gas price represents the average monthly Henry Hub Spot price as reported by the United States Energy Information Administration.
+(2) 
+The average oil price represents the average monthly WTI spot price as reported by the United States Energy Information Administration. 
+Revenues and direct operating costs increased in 2012 compared to 2011 as a result of an increase in the number of
+operating days and increases in average revenue and direct operating costs per operating day. Average revenue per operating day increased in 2012 primarily due to increases in contractual dayrates. Average direct operating costs per operating day
+increased in 2012 due primarily to higher labor-related and rig mobilization costs. The increase in operating days was largely due to increased demand during the first six months of 2012 resulting from higher oil prices and the addition of newbuild
+APEX ® rigs into our drilling fleet. Capital expenditures were incurred in 2012 and 2011 to build new drilling
+rigs, to modify and upgrade our drilling rigs 
+32 
+and to acquire additional related equipment such as top drives, drill pipe, drill collars, engines, fluid circulating systems, rig hoisting systems and safety enhancement equipment. Depreciation
+and impairment expense included approximately $5.2 million in 2012 and approximately $15.7 million in 2011 of impairment charges related to drilling equipment on drilling rigs that were removed from our marketable fleet. We removed 36 rigs from our
+marketable fleet in 2012 and removed 53 rigs from our marketable fleet in 2011. Significant capital expenditures incurred in recent years to add new rig capacity also contributed to the increase in depreciation expense. 
+Year Ended December 31, 
+Pressure Pumping 
+2012 
+2011 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+841,771 
+$ 
+845,803 
+(0.5 
+)% 
+Direct operating costs 
+$ 
+580,878 
+$ 
+561,398 
+3.5 
+% 
+Selling, general and administrative 
+$ 
+17,036 
+$ 
+17,686 
+(3.7 
+)% 
+Depreciation, amortization and impairment 
+$ 
+111,062 
+$ 
+73,279 
+51.6 
+% 
+Operating income 
+$ 
+132,795 
+$ 
+193,440 
+(31.4 
+)% 
+Fracturing jobs 
+1,229 
+1,531 
+(19.7 
+)% 
+Other jobs 
+5,659 
+7,010 
+(19.3 
+)% 
+Total jobs 
+6,888 
+8,541 
+(19.4 
+)% 
+Average revenue per fracturing job 
+$ 
+590.70 
+$ 
+467.85 
+26.3 
+% 
+Average revenue per other job 
+$ 
+20.46 
+$ 
+18.48 
+10.7 
+% 
+Average revenue per total job 
+$ 
+122.21 
+$ 
+99.03 
+23.4 
+% 
+Average direct operating costs per total job 
+$ 
+84.33 
+$ 
+65.73 
+28.3 
+% 
+Capital expenditures 
+$ 
+194,117 
+$ 
+198,061 
+(2.0 
+)% 
+Our customers have increased their activities in the development of unconventional reservoirs resulting in
+an increase in larger multi-stage fracturing jobs associated therewith. We have added additional equipment to meet this demand and expand our area of operations. As a result, although the total number of fracturing jobs has decreased, we have
+experienced an increase in these larger multi-stage fracturing jobs as a proportion of the total fracturing jobs we performed. Average revenue per fracturing job increased primarily as a result of this increase in the number of larger multi-stage
+fracturing jobs in 2012 as compared to 2011. Average revenue per other job increased as a result of a change in job mix. The increase in the number of larger multi-stage fracturing jobs caused an increase in average direct operating costs per total
+job primarily increased costs of materials and higher labor-related costs. Depreciation, amortization and impairment expense increased in 2012 due to an impairment charge of approximately $7.3 million related to approximately 37,000 horsepower of
+pressure pumping equipment that was retired. Significant capital expenditures incurred in recent years to add capacity also contributed to the increase in depreciation expense. 
+Year Ended December 31, 
+Oil and Natural Gas Production and Exploration 
+2012 
+2011 
+% Change 
+(Dollars in thousands, except 
+commodity prices) 
+Revenues — Oil 
+$ 
+55,335 
+$ 
+44,495 
+24.4 
+% 
+Revenues — Natural gas and liquids 
+$ 
+4,595 
+$ 
+6,064 
+(24.2 
+)% 
+Revenues — Total 
+$ 
+59,930 
+$ 
+50,559 
+18.5 
+% 
+Direct operating costs 
+$ 
+11,303 
+$ 
+9,615 
+17.6 
+% 
+Depletion and impairment 
+$ 
+21,417 
+$ 
+16,962 
+26.3 
+% 
+Operating income 
+$ 
+27,210 
+$ 
+23,982 
+13.5 
+% 
+Capital expenditures 
+$ 
+29,888 
+$ 
+22,884 
+30.6 
+% 
+Oil revenues increased primarily as a result of increased production. Oil production increased primarily
+due to the addition of new wells. Natural gas and liquids revenue decreased as a result of lower prices partially offset by increased production. Depletion and impairment expense in 2012 includes approximately $1.9 million of oil
+33 
+and natural gas property impairments compared to approximately $3.0 million of oil and natural gas property impairments in 2011. Depletion expense increased approximately $5.6 million in 2012
+compared to 2011 primarily due to increased production. 
+Year Ended December 31, 
+Corporate and Other 
+2012 
+2011 
+% Change 
+(Dollars in thousands) 
+Selling, general and administrative 
+$ 
+40,924 
+$ 
+40,177 
+1.9 
+% 
+Depreciation 
+$ 
+3,819 
+$ 
+2,726 
+40.1 
+% 
+Net gain on asset disposals 
+$ 
+(33,806 
+) 
+$ 
+(4,999 
+) 
+576.3 
+% 
+Provision for bad debts 
+$ 
+1,100 
+$ 
+— 
+N/M 
+Interest income 
+$ 
+554 
+$ 
+187 
+196.3 
+% 
+Interest expense 
+$ 
+22,750 
+$ 
+15,652 
+45.3 
+% 
+Other income 
+$ 
+508 
+$ 
+582 
+(12.7 
+)% 
+Capital expenditures 
+$ 
+5,034 
+$ 
+5,947 
+(15.4 
+)% 
+The increase in depreciation expense relates primarily to a new enterprise resource planning system. Gains
+and losses on the disposal of assets are treated as part of our corporate activities because such transactions relate to corporate strategy decisions of our executive management group. The gain on the disposal of assets in 2012 includes a gain of
+approximately $22.6 million associated with the sale of our flowback operations in April 2012. A provision for bad debts was recognized in 2012 with respect to accounts receivable balances that are estimated to be uncollectible. Interest expense
+increased in 2012 due primarily to deferred debt issuance costs of $978,000 that were charged to expense as a result of the early termination of the prior credit facility and to interest charges related to the $300 million of Series B Senior Notes
+issued and sold on June 14, 2012. Capital expenditures decreased in 2012 due to less activity with respect to the implementation of the new enterprise resource planning system. 
+Year Ended December 31, 
+Discontinued Operations: 
+2012 
+2011 
+% Change 
+(Dollars in thousands) 
+Electric wireline revenue 
+$ 
+— 
+$ 
+1,104 
+(100 
+)% 
+Electric wireline direct operating costs 
+$ 
+— 
+$ 
+1,831 
+(100 
+)% 
+Selling, general and administrative 
+$ 
+— 
+$ 
+46 
+(100 
+)% 
+Income tax benefit 
+$ 
+— 
+$ 
+(209 
+) 
+(100 
+)% 
+Loss from discontinued operations, net of income taxes 
+$ 
+— 
+$ 
+(367 
+) 
+(100 
+)% 
+On January 27, 2011, we sold our electric wireline business, which had been acquired by us on
+October 1, 2010. The results of operations of this business have been classified as a discontinued operation. 
+Comparison of the years ended December 31, 2011 and 2010 
+The following tables summarize operations by business segment for the years ended December 31, 2011 and 2010: 
+Year Ended December 31, 
+Contract Drilling 
+2011 
+2010 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+1,669,581 
+$ 
+1,081,898 
+54.3 
+% 
+Direct operating costs 
+$ 
+972,778 
+$ 
+655,678 
+48.4 
+% 
+Selling, general and administrative 
+$ 
+6,408 
+$ 
+5,279 
+21.4 
+% 
+Depreciation and impairment 
+$ 
+344,312 
+$ 
+280,458 
+22.8 
+% 
+Operating income 
+$ 
+346,083 
+$ 
+140,483 
+146.4 
+% 
+Operating days 
+78,758 
+61,244 
+28.6 
+% 
+Average revenue per operating day 
+$ 
+21.20 
+$ 
+17.67 
+20.0 
+% 
+Average direct operating costs per operating day 
+$ 
+12.35 
+$ 
+10.71 
+15.3 
+% 
+Average rigs operating 
+216 
+168 
+28.6 
+% 
+Capital expenditures 
+$ 
+784,686 
+$ 
+655,550 
+19.7 
+% 
+34 
+The demand for our contract drilling services is impacted by the market price of natural gas
+and oil. The reactivation and construction of new land drilling rigs in the United States also contributed to an excess capacity of land drilling rigs compared to demand. The average market price of natural gas and oil for each of the fiscal
+quarters and full year in 2011 and 2010 follows: 
+1st Quarter 
+2nd Quarter 
+3rd Quarter 
+4th Quarter 
+Year 
+2010: 
+Average natural gas price per Mcf(1) 
+$ 
+5.30 
+$ 
+4.45 
+$ 
+4.41 
+$ 
+3.91 
+$ 
+4.52 
+Average oil price per Bbl(2) 
+$ 
+78.64 
+$ 
+77.79 
+$ 
+76.05 
+$ 
+85.10 
+$ 
+79.40 
+2011: 
+Average natural gas price per Mcf(1) 
+$ 
+4.18 
+$ 
+4.37 
+$ 
+4.12 
+$ 
+3.32 
+$ 
+4.00 
+Average oil price per Bbl(2) 
+$ 
+93.50 
+$ 
+102.22 
+$ 
+89.72 
+$ 
+93.99 
+$ 
+94.86 
+(1) 
+The average natural gas price represents the average monthly Henry Hub Spot price as reported by the United States Energy Information Administration.
+(2) 
+The average oil price represents the average monthly WTI spot price as reported by the United States Energy Information Administration. 
+Revenues and direct operating costs increased in 2011 compared to 2010 as a result of an increase in the number of operating days and
+increases in average revenue and direct operating costs per operating day. Average revenue per operating day increased in 2011 primarily due to increases in contractual dayrates. Average direct operating costs per operating day increased in 2011 due
+primarily to higher repairs, maintenance and labor costs. The increase in operating days was largely due to increased demand resulting from higher oil prices. Selling, general and administrative expenses increased in 2011 primarily as a result of
+increased personnel costs to support increased activity levels. Capital expenditures were incurred in 2011 and 2010 to build new drilling rigs, to modify and upgrade our drilling rigs and to acquire additional related equipment such as top drives,
+drill pipe, drill collars, engines, fluid circulating systems, rig hoisting systems and safety enhancement equipment. Depreciation expense increased as a result of capital expenditures. Depreciation and impairment expense included approximately
+$15.7 million in 2011 and approximately $4.2 million in 2010 of impairment charges related to drilling equipment on drilling rigs that were removed from our marketable fleet. We removed 53 rigs from our marketable fleet in 2011 and removed four rigs
+from our marketable fleet in 2010. 
+Year Ended December 31, 
+Pressure Pumping 
+2011 
+2010 
+% Change 
+(Dollars in thousands) 
+Revenues 
+$ 
+845,803 
+$ 
+350,608 
+141.2 
+% 
+Direct operating costs 
+$ 
+561,398 
+$ 
+235,100 
+138.8 
+% 
+Selling, general and administrative 
+$ 
+17,686 
+$ 
+12,590 
+40.5 
+% 
+Depreciation and amortization 
+$ 
+73,279 
+$ 
+40,724 
+79.9 
+% 
+Operating income 
+$ 
+193,440 
+$ 
+62,194 
+211.0 
+% 
+Fracturing jobs 
+1,531 
+1,527 
+0.3 
+% 
+Other jobs 
+7,010 
+6,047 
+15.9 
+% 
+Total jobs 
+8,541 
+7,574 
+12.8 
+% 
+Average revenue per fracturing job 
+$ 
+467.85 
+$ 
+180.21 
+159.6 
+% 
+Average revenue per other job 
+$ 
+18.48 
+$ 
+12.47 
+48.2 
+% 
+Average revenue per total job 
+$ 
+99.03 
+$ 
+46.29 
+113.9 
+% 
+Average direct operating costs per total job 
+$ 
+65.73 
+$ 
+31.04 
+111.8 
+% 
+Capital expenditures 
+$ 
+198,061 
+$ 
+51,064 
+287.9 
+% 
+35 
+Contributing to the increases in revenues, direct operating costs, selling, general and
+administrative expenses and depreciation and amortization was our acquisition of a pressure pumping business on October 1, 2010, which significantly expanded the size of our fleet of pressure pumping equipment and the markets in which we
+provide pressure pumping services. This acquisition was accounted for as a business combination and the results of operations of the acquired business are included in our pressure pumping segment results from the date of acquisition. The acquired
+business contributed revenue of $456 million and operating income of $106 million to our operating results during the year ended December 31, 2011, compared to revenue of $84.7 million and operating income of $22.8 million during the year ended
+December 31, 2010. 
+Our customers have increased their activities in the development of unconventional reservoirs
+resulting in an increase in larger multi-stage fracturing jobs associated therewith. We have added additional equipment through construction and acquisition to meet this demand and expand our area of operations. As a result, we have experienced an
+increase in the number of these larger multi-stage fracturing jobs as a proportion of the total fracturing jobs we performed. Average revenue per fracturing job increased as a result of this increase in the number of larger multi-stage fracturing
+jobs in 2011 as compared to 2010, as well as increased pricing. Average revenue per other job increased as a result of increased pricing for the services provided and a change in job mix. Average direct operating costs per total job increased
+primarily as a result of the increase in the number of larger multi-stage fracturing jobs. Selling, general and administrative expenses in 2011 include $6.4 million associated with the acquired business compared to $1.5 million for 2010. Significant
+capital expenditures have been incurred in recent years to add capacity in our pressure pumping segment. Depreciation and amortization expense in 2011 includes $4.1 million in amortization of intangible assets compared to $1.0 million in
+amortization of intangible assets for 2010. The remaining increase in depreciation in 2011 compared to 2010 was a result of capital expenditures and our October 1, 2010 acquisition. 
+Year Ended December 31, 
+Oil and Natural Gas Production and Exploration 
+2011 
+2010 
+% Change 
+(Dollars in thousands, except 
+commodity prices) 
+Revenues — Oil 
+$ 
+44,495 
+$ 
+24,722 
+80.0 
+% 
+Revenues — Natural gas and liquids 
+$ 
+6,064 
+$ 
+5,703 
+6.3 
+% 
+Revenues — Total 
+$ 
+50,559 
+$ 
+30,425 
+66.2 
+% 
+Direct operating costs 
+$ 
+9,615 
+$ 
+7,020 
+37.0 
+% 
+Depletion and impairment 
+$ 
+16,962 
+$ 
+10,950 
+54.9 
+% 
+Operating income 
+$ 
+23,982 
+$ 
+12,455 
+92.5 
+% 
+Capital expenditures 
+$ 
+22,884 
+$ 
+23,067 
+(0.8 
+)% 
+Total revenues increased as a result of increased production and higher prices for crude oil and natural
+gas liquids. Oil production increased primarily due to the addition of new wells. Depletion and impairment expense in 2011 includes approximately $3.0 million of oil and natural gas property impairments compared to approximately $792,000 of oil and
+natural gas property impairments in 2010. Depletion expense increased approximately $3.8 million in 2011 compared to 2010 primarily due to increased oil production. 
+Year Ended December 31, 
+Corporate and Other 
+2011 
+2010 
+% Change 
+(Dollars in thousands) 
+Selling, general and administrative 
+$ 
+40,177 
+$ 
+35,173 
+14.2 
+% 
+Depreciation 
+$ 
+2,726 
+$ 
+1,361 
+100.3 
+% 
+Net gain on asset disposals 
+$ 
+(4,999 
+) 
+$ 
+(22,812 
+) 
+(78.1 
+)% 
+Provision for bad debts 
+$ 
+— 
+$ 
+(2,000 
+) 
+(100 
+)% 
+Acquisition-related expenses 
+$ 
+— 
+$ 
+2,485 
+(100 
+)% 
+Interest income 
+$ 
+187 
+$ 
+1,674 
+(88.8 
+)% 
+Interest expense 
+$ 
+15,652 
+$ 
+12,772 
+22.5 
+% 
+Other income 
+$ 
+582 
+$ 
+927 
+(37.2 
+)% 
+Capital expenditures 
+$ 
+5,947 
+$ 
+8,409 
+(29.3 
+)% 
+36 
+Selling, general and administrative expense increased in 2011 primarily as a result of
+increased personnel costs. Gains on the disposal of assets are treated as part of our corporate activities because such transactions relate to corporate strategy decisions of our executive management group. The gain on disposal of assets in 2011 is
+primarily related to the sale of scrap metal. The gain on asset disposals in 2010 includes a gain of $20.1 million related to the sale of certain rights to explore and develop zones deeper than the depths that we generally target for certain of the
+oil and natural gas properties in which we have working interests. The negative provision for bad debts in 2010 is the result of collections of certain accounts that had previously been reserved, as well as reductions in our reserve for specific
+accounts due to improved industry conditions. Acquisition-related expenses in 2010 were incurred in connection with the acquisition of pressure pumping and electric wireline businesses during the fourth quarter of 2010. These expenses included
+certain legal and other professional fees directly related to the transaction, fees incurred in connection with the title transfers of the acquired equipment and transition costs related to information technology. Interest income in 2010 included
+the collection of interest on a customer account as well as interest received on prior overpayments of sales taxes in certain jurisdictions. Interest expense increased in 2011 primarily due to interest charges on the Series A Notes that were issued
+in October 2010, the term loan that was entered into in August 2010 and interest on borrowings under our revolving credit facility. Capital expenditures decreased in 2010 due to less activity with respect to the implementation of a new enterprise
+resource planning system in 2011 compared to 2010. 
+Year Ended December 31, 
+Discontinued Operations: 
+2011 
+2010 
+% Change 
+(Dollars in thousands) 
+Electric wireline revenue 
+$ 
+1,104 
+$ 
+5,712 
+(80.7 
+)% 
+Electric wireline direct operating costs 
+$ 
+1,831 
+$ 
+4,962 
+(63.1 
+)% 
+Drilling and completion fluids revenue 
+$ 
+— 
+$ 
+3,737 
+(100.0 
+)% 
+Drilling and completion fluids direct operating costs 
+$ 
+— 
+$ 
+3,307 
+(100.0 
+)% 
+Selling, general and administrative 
+$ 
+46 
+$ 
+358 
+(87.2 
+)% 
+Depreciation 
+$ 
+— 
+$ 
+166 
+(100.0 
+)% 
+Impairment of assets held for sale 
+$ 
+— 
+$ 
+2,155 
+(100.0 
+)% 
+Income tax benefit 
+$ 
+(209 
+) 
+$ 
+(543 
+) 
+(61.5 
+)% 
+Loss from discontinued operations, net of income taxes 
+$ 
+(367 
+) 
+$ 
+(956 
+) 
+(61.6 
+)% 
+On January 27, 2011, we sold our electric wireline business, which had been acquired by us on
+October 1, 2010. The results of operations of this business have been classified as a discontinued operation. On January 20, 2010, we sold our drilling and completion fluids services business, which had previously been presented as one of
+our reportable operating segments. Due to our exit from this business, we have classified our drilling and completion fluids operating segment as a discontinued operation. Impairment of assets held for sale in 2010 reflects the transaction-related
+costs recorded to reduce the carrying value of the assets sold to their net realizable value at December 31, 2010. 
+Income Taxes
+Year Ended December 31, 
+2012 
+2011 
+2010 
+(Dollars in thousands) 
+Income from continuing operations before income tax 
+$ 
+475,673 
+$ 
+510,718 
+$ 
+190,754 
+Income tax expense 
+176,196 
+187,938 
+72,856 
+Effective tax rate 
+37.0 
+% 
+36.8 
+% 
+38.2 
+% 
+37 
+The effective tax rate is a result of a federal rate of 35.0% adjusted as follows:
+2012 
+2011 
+2010 
+Statutory tax rate 
+35.0 
+% 
+35.0 
+% 
+35.0 
+% 
+State income taxes 
+2.5 
+2.5 
+1.1 
+Permanent differences 
+(0.2 
+) 
+(0.1 
+) 
+2.3 
+Other, net 
+(0.3 
+) 
+(0.6 
+) 
+(0.2 
+) 
+Effective tax rate 
+37.0 
+% 
+36.8 
+% 
+38.2 
+% 
+The Domestic Production Activities Deduction was enacted as part of the American Jobs Creation Act of 2004
+(as revised by the Emergency Economic Stabilization Act of 2008), and allows a deduction of 9% in 2010 and thereafter on the lesser of qualified production activities income or taxable income. The permanent difference for 2010 reflects the recapture
+of a portion of this deduction due to the carryback of the 2010 net operating loss to prior years. The permanent difference for 2011 does not include any deduction as it is limited to taxable income and there was a tax loss in 2011. The permanent
+difference for 2012 does not include any deduction as it is limited to taxable income and there is no taxable income in 2012 due to the utilization of net operating loss carryforwards. 
+We record deferred federal income taxes based primarily on the temporary differences between the book and tax bases of our assets and
+liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be settled. As a result of fully recognizing the benefit of
+our deferred income taxes, we incur deferred income tax expense as these benefits are utilized. We recognized deferred tax expense of approximately $160 million in 2012, $159 million in 2011 and $147 million in 2010. 
+On January 1, 2010, we converted our Canadian operations from a Canadian branch to a controlled foreign corporation for federal
+income tax purposes. Because the statutory tax rates in Canada are lower than those in the United States, this transaction triggered a $5.1 million reduction in deferred tax liabilities, which is being amortized as a reduction to deferred income tax
+expense over the weighted average remaining useful life of the Canadian assets. 
+As a result of the above conversion, our
+Canadian assets are no longer directly subject to United States taxation, provided that the related unremitted earnings are permanently reinvested in Canada. Effective January 1, 2010, we have elected to permanently reinvest these unremitted
+earnings in Canada, and intend to do so for the foreseeable future. As a result, no deferred United States federal or state income taxes have been provided on such unremitted foreign earnings, which totaled approximately $27.8 million as of
+December 31, 2012. The unrecognized deferred tax liability associated with these earnings was approximately $4.2 million, net of available foreign tax credits. This liability would be recognized if we received a dividend of the unremitted
+earnings. 
+Volatility of Oil and Natural Gas Prices and its Impact on Operations and Financial Condition 
+Our revenue, profitability and cash flows are highly dependent upon prevailing prices for oil and natural gas and expectations about
+future prices. For many years, oil and natural gas prices and markets have been extremely volatile. Prices are affected by factors such as market supply and demand, international military, political and economic conditions, the ability of OPEC to
+set and maintain production and price targets, technical advances affecting energy consumption and the price and availability of alternative fuels. All of these factors are beyond our control. During the second quarter of 2008, the quarterly average
+market price of natural gas (Henry Hub spot price as reported by the United States Energy Information Administration) was $11.74 per Mcf and the quarterly average market price of oil (WTI spot price as reported by the Energy Information
+Administration) was $123.95 per barrel. In the last half of 2008, commodity prices rapidly declined and averaged $6.60 per Mcf for natural gas and $58.35 per barrel for oil in the fourth quarter of 2008. In 2009, the price of natural gas declined
+further and averaged $4.06 per Mcf for the year. Oil prices remained depressed during 2009 as well and averaged 
+38 
+$61.65 per barrel for the year. These declines in the market prices of natural gas and oil caused our customers to significantly reduce their drilling activities beginning in the fourth quarter
+of 2008, and drilling activities remained low throughout 2009. Drilling activities increased in 2010 as did the prices for oil and natural gas. The increased drilling activity was largely attributed to increased development of unconventional oil and
+natural gas reservoirs and an improvement in the price of oil which averaged $79.40 per barrel in 2010. Drilling for oil and liquids rich targets continued to increase in 2011 as oil averaged $94.86 per barrel for the year. Natural gas prices
+decreased in 2011 to an average of $4.00 per Mcf. The 2011 decrease in natural gas prices was most significant in the fourth quarter where the average price dropped to $3.32 per Mcf. This decrease continued into 2012 where natural gas prices fell
+below $2.00 per Mcf in April and averaged $2.75 for the year resulting in continued low levels of drilling activity for natural gas in 2012. The increase in drilling activity in oil rich basins has absorbed some of the decrease in demand for natural
+gas drilling activities in 2012. Our average number of rigs operating remains well below the number of our available rigs. Construction of new land drilling rigs in the United States during the last decade has significantly contributed to excess
+capacity in total available drilling rigs. As a result of decreased drilling activity and excess capacity, our average number of rigs operating has declined from historic highs. We expect oil and natural gas prices to continue to be volatile and to
+affect our financial condition, operations and ability to access sources of capital. Low market prices for oil and natural gas would likely result in lower demand for our drilling rigs and pressure pumping services and could adversely affect our
+operating results, financial condition and cash flows. Even during periods of high prices for oil and natural gas, companies exploring for oil and natural gas may cancel or curtail programs, or reduce their levels of capital expenditures for
+exploration and production for a variety of reasons, which could reduce demand for our drilling and pressure pumping services. 
+Impact of
+Inflation 
+Inflation has not had a significant impact on our operations during the three years in the period ended
+December 31, 2012. We believe that inflation will not have a significant near-term impact on our financial position. 
+Recently Issued
+Accounting Standards 
+In June 2011, the FASB issued an accounting standard update that requires that all non-owner changes
+in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its
+components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. Historically, these components of other comprehensive
+income and total comprehensive income have been presented in the statement of changes in stockholders’ equity by many companies, including us. This requirement was effective for fiscal years, and interim periods within those years, beginning
+after December 15, 2011, and was effective for us in the quarter ended March 31, 2012. The adoption of this update resulted in the addition of a new consolidated statement of comprehensive income to our consolidated financial statements
+beginning with the quarter ended March 31, 2012. 
+In May 2011, the FASB issued an accounting standard update to improve
+the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with United States GAAP and International Financial Reporting Standards. The amendments in this update do not require additional fair
+value measurements, but provide additional guidance as to measuring fair value as well as certain additional disclosure requirements. The requirements in this update were effective during interim and annual periods beginning after December 15,
+2011 and were effective for us in the quarter ended March 31, 2012. The adoption of this update did not have a material impact on the disclosures included in our consolidated financial statements. 
+Item 7A. 
+Quantitative and Qualitative Disclosures About Market Risk 
+We currently have exposure to interest rate market risk associated with any borrowings that we have under our term credit facility or our
+revolving credit facility. Interest is paid on the outstanding principal amount of borrowings at a floating rate based on, at our election, LIBOR or a base rate. The margin on LIBOR loans ranges
+39 
+from 2.25% to 3.25% and the margin on base rate loans ranges from 1.25% to 2.25%, based on our debt to capitalization ratio. At December 31, 2012, the margin on LIBOR loans was 2.25% and the
+margin on base rate loans was 1.25%. As of December 31, 2012, we had no borrowings outstanding under our revolving credit facility and $98.8 million outstanding under our term credit facility at an interest rate of 2.625%. The interest rate on
+the borrowing outstanding under our term credit facility is variable and adjusts at each interest payment date based on our election of LIBOR or the base rate. A one percent increase in the interest rate on the borrowings outstanding under our term
+credit facility as of December 31, 2012 would increase our annual cash interest expense by approximately $1.0 million. 
+We
+conduct a portion of our business in Canadian dollars through our Canadian land-based drilling operations. The exchange rate between Canadian dollars and U.S. dollars has fluctuated during the last several years. If the value of the Canadian
+dollar against the U.S. dollar weakens, revenues and earnings of our Canadian operations will be reduced and the value of our Canadian net assets will decline when they are translated to U.S. dollars. This currency risk is not material to
+our results of operations or financial condition. 
+The carrying values of cash and cash equivalents, trade receivables and
+accounts payable approximate fair value due to the short-term maturity of these items. 
+Item 8. 
+Financial Statements and Supplementary Data. 
+Financial Statements are filed as a part of this Report at the end of Part IV hereof beginning at page F-1, Index to Consolidated Financial Statements, and are incorporated herein by this reference.
+Item 9. 
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 
+None. 
+Item 9A. 
+Controls and Procedures. 
+Disclosure Controls and Procedures: 
+Under the supervision and with the
+participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in
+Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Report. Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2012, our disclosure controls and procedures
+were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is
+accumulated and reported to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. 
+Management’s Report on Internal Control over Financial Reporting: 
+Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the
+participation of our management, including our CEO and CFO, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2012, based on the Internal Control-Integrated Framework 
+issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2012. 
+The effectiveness of our internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers
+LLP, an independent registered public accounting firm, as stated in their report which appears on page F-2 of this Report and which is incorporated by reference into Item 8 of this Report. 
+40 
+Changes in Internal Control over Financial Reporting: 
+There have been no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have
+materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 
+Item 9B. 
+Other Information 
+None. 
+41 
+PART III 
+Certain information required by Part III is omitted from this Report because we expect to file a definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A of the Securities
+Exchange Act of 1934 no later than 120 days after the end of the fiscal year covered by this Report and certain information included therein is incorporated herein by reference. 
+Item 10. 
+Directors, Executive Officers and Corporate Governance . 
+The information required by this Item is incorporated herein by reference to the Proxy Statement. 
+We have adopted a Code of Business Conduct and Ethics for Senior Financial Executives, which covers, among others, our principal executive
+officer and principal financial and accounting officer. The text of this code is located on our website under “Governance.” Our Internet address is www.patenergy.com. We intend to disclose any amendments to or waivers from this code on our
+website. 
+Item 11. 
+Executive Compensation . 
+The information required by this Item is incorporated herein by reference to the Proxy Statement. 
+Item 12. 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . 
+The information required by this Item is incorporated herein by reference to the Proxy Statement. 
+Equity compensation plan information as of December 31, 2012 follows: 
+Equity Compensation Plan Information 
+Plan Category 
+Number of 
+Securities to 
+be Issued upon 
+Exercise of 
+Outstanding 
+Options, 
+Warrants and 
+Rights 
+Weighted- 
+Average 
+Exercise 
+Price
+of 
+Outstanding 
+Options, 
+Warrants
+and 
+Rights 
+Number of 
+Securities 
+Remaining Available 
+for Future Issuance 
+under
+Equity 
+Compensation
+Plans 
+(Excluding 
+Securities Reflected 
+in
+Column(a)) 
+(a) 
+(b) 
+(c) 
+Equity compensation plans approved by security holders(1) 
+7,827,195 
+$ 
+20.35 
+2,630,496 
+Equity compensation plans not approved by security holders 
+— 
+$ 
+— 
+— 
+Total 
+7,827,195 
+$ 
+20.35 
+2,630,496 
+(1) 
+The Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan, as amended (the “2005 Plan”), provides for awards of incentive stock options,
+non-incentive stock options, tandem and freestanding stock appreciation rights, restricted stock awards, other stock unit awards, performance share awards, performance unit awards and dividend equivalents to key employees, officers and directors,
+which are subject to certain vesting and forfeiture provisions. All options are granted with an exercise price equal to or greater than the fair market value of the common stock at the time of grant. The vesting schedule and term are set by the
+Compensation Committee of the Board of Directors. All securities remaining available for future issuance under equity compensation plans approved by security holders in column (c) are available under this plan. In addition to the 2005 Plan,
+this Plan category also includes the Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended (the “1997 Plan”). In connection with the approval of the 2005 Plan, the Board of Directors approved a
+resolution that no further options, restricted stock or other awards would be granted under any equity compensation plan, other than the 2005 Plan. Options granted under the 1997
+42 
+Plan typically vested over three or five years as dictated by the Compensation Committee. All options were granted with an exercise price equal to the fair market value of the related common
+stock at the time of grant. 
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence . 
+The information required by this Item is incorporated herein by reference to the Proxy Statement. 
+Item 14. 
+Principal Accounting Fees and Services . 
+The information required by this Item is incorporated herein by reference to the Proxy Statement. 
+43 
+PART IV 
+Item 15. 
+Exhibits and Financial Statement Schedule . 
+(a)(1) Financial Statements 
+See Index to Consolidated Financial
+Statements on page F-1 of this Report. 
+(a)(2) Financial Statement Schedule 
+Schedule II — Valuation and qualifying accounts is filed herewith on page S-1. 
+All other financial statement schedules have been omitted because they are not applicable or the information required therein is included
+elsewhere in the financial statements or notes thereto. 
+(a)(3) Exhibits 
+The following exhibits are filed herewith or incorporated by reference herein. 
+2.1 
+Asset Purchase Agreement dated July 2, 2010 by and among Patterson-UTI Energy, Inc., Portofino Acquisition Company (n/k/a Universal Pressure Pumping, Inc.), Key Energy Pressure
+Pumping Services, LLC, Key Electric Wireline Services, LLC and Key Energy Services, Inc. (filed July 6, 2010 as Exhibit 2.1 to the Company’s Current Report on Form 8-K and incorporated herein by reference). 
+2.2 
+Letter Agreement dated September 1, 2010 by and among Patterson-UTI Energy, Inc., Universal Pressure Pumping, Inc., Universal Wireline, Inc., Key Energy Services, Inc., Key Energy
+Pressure Pumping Services, LLC, and Key Electric Wireline Services LLC (filed November 1, 2010 as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 and incorporated herein by
+reference). 
+2.3 
+Letter Agreement dated October 1, 2010 by and among Patterson-UTI Energy, Inc., Universal Pressure Pumping, Inc., Universal Wireline, Inc., Key Energy Services, Inc., Key Energy
+Pressure Pumping Services, LLC, and Key Electric Wireline Services LLC (filed November 1, 2010 as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 and incorporated herein by
+reference). 
+3.1 
+Restated Certificate of Incorporation, as amended (filed August 9, 2004 as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30,
+2004 and incorporated herein by reference). 
+3.2 
+Amendment to Restated Certificate of Incorporation, as amended (filed August 9, 2004 as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference). 
+3.3 
+Certificate of Elimination with respect to Series A Participating Preferred Stock (filed October 27, 2011 as Exhibit 3.1 to the Company’s Current Report on Form 8-K and
+incorporated herein by reference). 
+3.4 
+Second Amended and Restated Bylaws (filed August 6, 2007 as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 and
+incorporated herein by reference). 
+10.1 
+Registration Rights Agreement with Bear, Stearns and Co. Inc., dated March 25, 1994, as assigned to REMY Capital Partners III, L.P. (filed March 19, 2002 as Exhibit 4.3 to the
+Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and incorporated herein by reference). 
+10.2 
+Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term Incentive Plan (filed July 28, 2003 as Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2003 and incorporated herein by reference).* 
+10.3 
+Amendment to the Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term Incentive Plan (filed August 9, 2004 as Exhibit 10.7 to the Company’s Quarterly Report on Form
+10-Q for the quarterly period ended June 30, 2004 and incorporated herein by reference).* 
+44 
+10.4 
+Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan, including Form of Executive Officer Restricted Stock Award Agreement, Form of Executive Officer Stock Option Agreement,
+Form of Non-Employee Director Restricted Stock Award Agreement and Form of Non-Employee Director Stock Option Agreement (filed June 21, 2005 as Exhibit 10.1 to the Company’s Current Report on Form 8-K, and incorporated herein by
+reference).* 
+10.5 
+First Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed June 6, 2008 as Exhibit 10.1 to the Company’s Current Report on Form 8-K and incorporated
+herein by reference). 
+10.6 
+Second Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed June 6, 2008 as Exhibit 10.2 to the Company’s Current Report on Form 8-K and
+incorporated herein by reference). 
+10.7 
+Third Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed April 27, 2010 as Exhibit 10.1 to the Company’s Current Report on Form 8-K and
+incorporated herein by reference).* 
+10.8 
+Fourth Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed April 27, 2010 as Exhibit 10.2 to the Company’s Current Report on Form 8-K and
+incorporated herein by reference).* 
+10.9 
+Fifth Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed August 2, 2010 as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q and
+incorporated herein by reference).* 
+10.10 
+Form of Cash-Settled Performance Unit Award Agreement pursuant to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan, as amended from time to time (filed February 19, 2010
+as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference).* 
+10.11 
+Form of Amendment to Cash-Settled Performance Unit Award Agreement under the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed May 4, 2010 as Exhibit 10.3 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 and incorporated herein by reference).* 
+10.12 
+Form of Share-Settled Performance Unit Award Agreement under the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed August 2, 2010 as Exhibit 10.5 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 and incorporated herein by reference).* 
+10.13 
+Form of Letter Agreement regarding termination, effective as of January 29, 2004, entered into by Patterson-UTI Energy, Inc. with each of Mark S. Siegel, Kenneth N. Berns and John
+E. Vollmer III (filed on February 25, 2005 as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference).* 
+10.14 
+Letter Agreement dated February 6, 2006 between Patterson-UTI Energy, Inc. and John E. Vollmer III (filed May 1, 2006 as Exhibit 10.25 to the Company’s Annual Report on Form
+10-K, as amended, and incorporated herein by reference).* 
+10.15 
+Employment Agreement, dated as of September 1, 2007 between Patterson-UTI Management Services, LLC and Douglas J. Wall (filed September 24, 2012 as Exhibit 10.1 to the
+Company’s Current Report on Form 8-K, and incorporated herein by reference).* 
+10.16 
+Employment Agreement, effective as of January 1, 2012, by and between Patterson-UTI Drilling Company LLC and James M. Holcomb (filed February 10, 2012 as Exhibit 10.17 to the
+Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference). * 
+45 
+10.17 
+Form of Indemnification Agreement entered into by Patterson-UTI Energy, Inc. with each of Mark S. Siegel, Cloyce A. Talbott, Douglas J. Wall, Kenneth N. Berns, Curtis W. Huff, Terry
+H. Hunt, Kenneth R. Peak, Charles O. Buckner, John E. Vollmer III, Seth D. Wexler, William Andrew Hendricks, Jr. and Michael W. Conlon (filed April 28, 2004 as Exhibit 10.11 to the Company’s Annual Report on Form 10-K, as amended, for the year
+ended December 31, 2003 and incorporated herein by reference).* 
+10.18 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of January 29, 2004, by and between Patterson-UTI Energy, Inc. and Mark S. Siegel (filed on February 4, 2004 as
+Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).* 
+10.19 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of August 31, 2007, by and between Patterson-UTI Energy, Inc. and Douglas J. Wall (filed September 4, 2007 as
+Exhibit 10.2 to the Company’s Current Report on Form 8-K and incorporated herein by reference).* 
+10.20 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of January 29, 2004, by and between Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed on February 4, 2004
+as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).* 
+10.21 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of January 29, 2004, by and between Patterson-UTI Energy, Inc. and John E. Vollmer III (filed on
+February 4, 2004 as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).* 
+10.22 
+First Amendment to Change in Control Agreement Between Patterson-UTI Energy, Inc. and Mark S. Siegel, entered into November 1, 2007 (filed November 5, 2007 as Exhibit 10.8 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 and incorporated herein by reference).* 
+10.23 
+First Amendment to Change in Control Agreement Between Patterson-UTI Energy, Inc. and Douglas J. Wall, entered into November 1, 2007 (filed November 5, 2007 as Exhibit 10.9 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 and incorporated herein by reference).* 
+10.24 
+First Amendment to Change in Control Agreement Between Patterson-UTI Energy, Inc. and John E. Vollmer, III, entered into November 1, 2007 (filed November 5, 2007 as Exhibit 10.10 to
+the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 and incorporated herein by reference).* 
+10.25 
+First Amendment to Change in Control Agreement Between Patterson-UTI Energy, Inc. and Kenneth N. Berns, entered into November 1, 2007 (filed November 5, 2007 as Exhibit 10.11 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 and incorporated herein by reference).* 
+10.26 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of November 2, 2009, by and between Patterson-UTI Energy, Inc. and Seth D. Wexler (filed November 2, 2009 as
+Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 and incorporated herein by reference).* 
+10.27 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of April 2, 2012, by and between Patterson-UTI Energy, Inc. and William Andrew Hendricks, Jr. (filed July 30,
+2012 as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 and incorporated herein by reference).* 
+10.28 
+Form of Offer Letter to William Andrew Hendricks, Jr. dated March 14, 2012 (filed March 16, 2012 as Exhibit 99.3 to the Company’s Current Report on Form 8-K and incorporated
+herein by reference).* 
+46 
+10.29 
+Severance Agreement, effective as of April 2, 2012, by and between Patterson-UTI Energy, Inc. and William A. Hendricks, Jr. (filed July 30, 2012 as Exhibit 10.2 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2012 and incorporated herein by reference).* 
+10.30 
+Credit Agreement dated September 27, 2012, among Patterson-UTI Energy, Inc., as borrower, Wells Fargo Bank, N.A., as administrative agent, letter of credit issuer, swing line lender
+and lender and each of the other letter of credit issuer and lender parties thereto (filed September 28, 2012 as Exhibit 10.1 to the Company’s Current Report on Form 8-K and incorporated herein by reference). 
+10.31 
+Note Purchase Agreement dated October 5, 2010 by and among Patterson-UTI Energy, Inc. and the purchasers named therein (filed October 6, 2010 as Exhibit 10.1 to the Company’s
+Current Report on Form 8-K and incorporated herein by reference). 
+10.32 
+Note Purchase Agreement dated June 14, 2012 by and among Patterson-UTI Energy, Inc. and the purchasers named therein (filed June 18, 2012 as Exhibit 10.1 to the Company’s
+Current Report on Form 8-K and incorporated herein by reference). 
+21.1 
+Subsidiaries of the Registrant.+ 
+23.1 
+Consent of Independent Registered Public Accounting Firm.+ 
+31.1 
+Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.+ 
+31.2 
+Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.+ 
+32.1 
+Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
+2002.+ 
+101 
+The following materials from Patterson-UTI Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting
+Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated
+Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.+ 
+* 
+Management Contract or Compensatory Plan identified as required by Item 15(a)(3) of Form 10-K. 
++ 
+Filed herewith. 
+47 
+INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 
+Page 
+Report of Independent Registered Public Accounting Firm 
+F-2 
+Consolidated Financial Statements: 
+Consolidated Balance Sheets as of December 31, 2012 and 2011 
+F-3 
+Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and
+2010 
+F-4 
+Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and
+2010 
+F-5 
+Consolidated Statements of Changes In Stockholders’ Equity for the years ended December 
+31, 2012, 2011 and 2010 
+F-6 
+Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and
+2010 
+F-7 
+Notes to Consolidated Financial Statements 
+F-8 
+Schedule II — Valuation and Qualifying Accounts 
+S-1 
+F-1
+Report of Independent Registered Public Accounting Firm
+To the Board of Directors and Stockholders 
+of Patterson-UTI Energy, Inc.: 
+In our opinion, the
+consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Patterson-UTI Energy, Inc. and its subsidiaries (the “Company”) at December 31, 2012 and 2011, and
+the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the
+financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our
+opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee
+of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial
+reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express
+opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public
+Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal
+control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
+accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
+financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as
+we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 
+A company’s
+internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
+accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
+and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
+receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
+acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 
+Because of its
+inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
+changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
+/s/ PricewaterhouseCoopers LLP
+Houston, Texas 
+February 13, 2013
+F-2
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED BALANCE SHEETS 
+December 31, 
+2012 
+2011 
+(In thousands, 
+except share data) 
+ASSETS 
+Current assets: 
+Cash and cash equivalents 
+$ 
+110,723 
+$ 
+23,946 
+Accounts receivable, net of allowance for doubtful accounts of $3,513 and $4,887 at December 31, 2012 and 2011,
+respectively 
+465,517 
+518,109 
+Inventory 
+26,889 
+31,306 
+Deferred tax assets, net 
+52,959 
+142,725 
+Other 
+43,903 
+48,864 
+Total current assets 
+699,991 
+764,950 
+Property and equipment, net 
+3,615,383 
+3,167,266 
+Goodwill and intangible assets 
+171,463 
+175,573 
+Deposits on equipment purchases 
+43,776 
+99,543 
+Other 
+26,298 
+14,569 
+Total assets 
+$ 
+4,556,911 
+$ 
+4,221,901 
+LIABILITIES AND STOCKHOLDERS’ EQUITY 
+Current liabilities: 
+Accounts payable 
+$ 
+188,823 
+$ 
+241,610 
+Federal and state income taxes payable 
+6,158 
+2,473 
+Accrued expenses 
+158,632 
+164,629 
+Current portion of long-term debt 
+6,250 
+10,000 
+Total current liabilities 
+359,863 
+418,712 
+Borrowings under revolving credit facility 
+— 
+110,000 
+Other long-term debt 
+692,500 
+382,500 
+Deferred tax liabilities, net 
+857,302 
+786,632 
+Other 
+6,589 
+7,426 
+Total liabilities 
+1,916,254 
+1,705,270 
+Commitments and contingencies (see Note 9) 
+Stockholders’ equity: 
+Preferred stock, par value $.01; authorized 1,000,000 shares, no shares issued 
+— 
+— 
+Common stock, par value $.01; authorized 300,000,000 shares with 184,059,900 and 183,295,350 issued and 145,913,162 and
+155,807,779 outstanding at December 31, 2012 and 2011, respectively 
+1,841 
+1,833 
+Additional paid-in capital 
+863,558 
+840,731 
+Retained earnings 
+2,548,542 
+2,279,367 
+Accumulated other comprehensive income 
+21,767 
+19,459 
+Treasury stock, at cost, 38,146,738 shares and 27,487,571 shares at December 31, 2012 and 2011, respectively 
+(795,051 
+) 
+(624,759 
+) 
+Total stockholders’ equity 
+2,640,657 
+2,516,631 
+Total liabilities and stockholders’ equity 
+$ 
+4,556,911 
+$ 
+4,221,901 
+The accompanying notes are an integral part of these consolidated financial statements. 
+F-3
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF OPERATIONS 
+Year Ended December 31, 
+2012 
+2011 
+2010 
+(In thousands, except per share data) 
+Operating revenues: 
+Contract drilling 
+$ 
+1,821,713 
+$ 
+1,669,581 
+$ 
+1,081,898 
+Pressure pumping 
+841,771 
+845,803 
+350,608 
+Oil and natural gas 
+59,930 
+50,559 
+30,425 
+Total operating revenues 
+2,723,414 
+2,565,943 
+1,462,931 
+Operating costs and expenses: 
+Contract drilling 
+1,075,491 
+972,778 
+655,678 
+Pressure pumping 
+580,878 
+561,398 
+235,100 
+Oil and natural gas 
+11,303 
+9,615 
+7,020 
+Depreciation, depletion, amortization and impairment 
+526,614 
+437,279 
+333,493 
+Selling, general and administrative 
+64,473 
+64,271 
+53,042 
+Net gain on asset disposals 
+(33,806 
+) 
+(4,999 
+) 
+(22,812 
+) 
+Provision for bad debts 
+1,100 
+— 
+(2,000 
+) 
+Acquisition-related expenses 
+— 
+— 
+2,485 
+Total operating costs and expenses 
+2,226,053 
+2,040,342 
+1,262,006 
+Operating income 
+497,361 
+525,601 
+200,925 
+Other income (expense): 
+Interest income 
+554 
+187 
+1,674 
+Interest expense 
+(22,750 
+) 
+(15,652 
+) 
+(12,772 
+) 
+Other 
+508 
+582 
+927 
+Total other expense 
+(21,688 
+) 
+(14,883 
+) 
+(10,171 
+) 
+Income from continuing operations before income taxes 
+475,673 
+510,718 
+190,754 
+Income tax expense (benefit): 
+Current 
+15,760 
+28,971 
+(74,634 
+) 
+Deferred 
+160,436 
+158,967 
+147,490 
+Total income tax expense 
+176,196 
+187,938 
+72,856 
+Income from continuing operations 
+299,477 
+322,780 
+117,898 
+Loss from discontinued operations, net of income taxes 
+— 
+(367 
+) 
+(956 
+) 
+Net income 
+$ 
+299,477 
+$ 
+322,413 
+$ 
+116,942 
+Basic income (loss) per common share: 
+Income from continuing operations 
+$ 
+1.96 
+$ 
+2.08 
+$ 
+0.77 
+Loss from discontinued operations, net of income taxes 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+(0.01 
+) 
+Net income 
+$ 
+1.96 
+$ 
+2.08 
+$ 
+0.76 
+Diluted income (loss) per common share: 
+Income from continuing operations 
+$ 
+1.96 
+$ 
+2.06 
+$ 
+0.76 
+Loss from discontinued operations, net of income taxes 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+(0.01 
+) 
+Net income 
+$ 
+1.96 
+$ 
+2.06 
+$ 
+0.76 
+Weighted average number of common shares outstanding: 
+Basic 
+151,144 
+153,871 
+152,772 
+Diluted 
+151,699 
+155,304 
+153,276 
+Cash dividends per common share 
+$ 
+0.20 
+$ 
+0.20 
+$ 
+0.20 
+The accompanying notes are an integral part of these consolidated financial statements. 
+F-4
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
+Year Ended December 31, 
+2012 
+2011 
+2010 
+(In thousands) 
+Net income 
+$ 
+299,477 
+$ 
+322,413 
+$ 
+116,942 
+Other comprehensive income, net of taxes of $0 for 2012, $0 for 2011 and $2,814 for 2010: 
+Foreign currency translation adjustment 
+2,308 
+(2,138 
+) 
+6,601 
+Total comprehensive income 
+$ 
+301,785 
+$ 
+320,275 
+$ 
+123,543 
+The accompanying notes are an integral part of these consolidated financial statements. 
+F-5
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 
+Common Stock 
+Additional 
+Paid-in 
+Capital
+Retained 
+Earnings 
+Accumulated 
+Other 
+Comprehensive
+Income 
+Treasury 
+Stock 
+Total 
+Number of 
+Shares 
+Amount 
+(In thousands) 
+Balance, December 31, 2009 
+180,829 
+1,808 
+781,635 
+1,901,853 
+14,996 
+(618,592 
+) 
+2,081,700 
+Net income 
+— 
+— 
+— 
+116,942 
+— 
+— 
+116,942 
+Foreign currency translation adjustment, (net of tax of $2,814) 
+— 
+— 
+— 
+— 
+6,601 
+— 
+6,601 
+Issuance of restricted stock 
+700 
+7 
+(7 
+) 
+— 
+— 
+— 
+— 
+Vesting of restricted stock units 
+7 
+— 
+— 
+— 
+— 
+— 
+— 
+Forfeitures of restricted stock 
+(59 
+) 
+(1 
+) 
+1 
+— 
+— 
+— 
+— 
+Exercise of stock options 
+61 
+1 
+524 
+— 
+— 
+— 
+525 
+Stock-based compensation 
+— 
+— 
+16,779 
+— 
+— 
+— 
+16,779 
+Tax expense related to stock-based compensation 
+— 
+— 
+(2,291 
+) 
+— 
+— 
+— 
+(2,291 
+) 
+Payment of cash dividends 
+— 
+— 
+— 
+(30,796 
+) 
+— 
+— 
+(30,796 
+) 
+Purchase of treasury stock 
+— 
+— 
+— 
+— 
+— 
+(1,853 
+) 
+(1,853 
+) 
+Balance, December 31, 2010 
+181,538 
+1,815 
+796,641 
+1,987,999 
+21,597 
+(620,445 
+) 
+2,187,607 
+Net income 
+— 
+— 
+— 
+322,413 
+— 
+— 
+322,413 
+Foreign currency translation adjustment 
+— 
+— 
+— 
+— 
+(2,138 
+) 
+— 
+(2,138 
+) 
+Issuance of restricted stock 
+782 
+8 
+(8 
+) 
+— 
+— 
+— 
+— 
+Vesting of restricted stock units 
+10 
+— 
+— 
+— 
+— 
+— 
+— 
+Forfeitures of restricted stock 
+(83 
+) 
+(1 
+) 
+1 
+— 
+— 
+— 
+— 
+Exercise of stock options 
+1,048 
+11 
+16,800 
+— 
+— 
+— 
+16,811 
+Stock-based compensation 
+— 
+— 
+20,904 
+— 
+— 
+— 
+20,904 
+Tax benefit related to stock-based compensation 
+— 
+— 
+6,393 
+— 
+— 
+— 
+6,393 
+Payment of cash dividends 
+— 
+— 
+— 
+(31,045 
+) 
+— 
+— 
+(31,045 
+) 
+Purchase of treasury stock 
+— 
+— 
+— 
+— 
+— 
+(4,314 
+) 
+(4,314 
+) 
+Balance, December 31, 2011 
+183,295 
+1,833 
+840,731 
+2,279,367 
+19,459 
+(624,759 
+) 
+2,516,631 
+Net income 
+— 
+— 
+— 
+299,477 
+— 
+— 
+299,477 
+Foreign currency translation adjustment 
+— 
+— 
+— 
+— 
+2,308 
+— 
+2,308 
+Issuance of restricted stock 
+792 
+8 
+(8 
+) 
+— 
+— 
+— 
+— 
+Vesting of restricted stock units 
+8 
+— 
+— 
+— 
+— 
+— 
+— 
+Forfeitures of restricted stock 
+(99 
+) 
+(1 
+) 
+1 
+— 
+— 
+— 
+— 
+Exercise of stock options 
+64 
+1 
+933 
+— 
+— 
+— 
+934 
+Stock-based compensation 
+— 
+— 
+23,185 
+— 
+— 
+— 
+23,185 
+Tax expense related to stock-based compensation 
+— 
+— 
+(1,284 
+) 
+— 
+— 
+— 
+(1,284 
+) 
+Payment of cash dividends 
+— 
+— 
+— 
+(30,302 
+) 
+— 
+— 
+(30,302 
+) 
+Purchase of treasury stock 
+— 
+— 
+— 
+— 
+— 
+(170,292 
+) 
+(170,292 
+) 
+Balance, December 31, 2012 
+184,060 
+$ 
+1,841 
+$ 
+863,558 
+$ 
+2,548,542 
+$ 
+21,767 
+$ 
+(795,051 
+) 
+$ 
+2,640,657 
+The accompanying notes are an integral part of these consolidated financial statements. 
+F-6
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+CONSOLIDATED STATEMENTS OF CASH FLOWS 
+Year Ended December 31, 
+2012 
+2011 
+2010 
+(In thousands) 
+Cash flows from operating activities: 
+Net income 
+$ 
+299,477 
+$ 
+322,413 
+$ 
+116,942 
+Adjustments to reconcile net income to net cash provided by operating activities: 
+Depreciation, depletion, amortization and impairment 
+526,614 
+437,279 
+333,493 
+Provision for bad debts 
+1,100 
+— 
+(2,000 
+) 
+Dry holes and abandonments 
+308 
+1,213 
+519 
+Deferred income tax expense 
+160,436 
+158,967 
+147,490 
+Stock-based compensation expense 
+23,185 
+20,904 
+16,779 
+Net gain on asset disposals 
+(33,806 
+) 
+(4,999 
+) 
+(22,812 
+) 
+Tax expense related to stock-based compensation 
+(1,284 
+) 
+— 
+(2,291 
+) 
+Changes in operating assets and liabilities: 
+Accounts receivable 
+52,612 
+(183,165 
+) 
+(178,444 
+) 
+Income taxes receivable/payable 
+3,506 
+77,618 
+43,522 
+Inventory and other assets 
+5,276 
+(13,491 
+) 
+(8,772 
+) 
+Accounts payable 
+(25,199 
+) 
+41,995 
+49,576 
+Accrued expenses 
+(6,048 
+) 
+18,313 
+18,072 
+Other liabilities 
+(837 
+) 
+(8,111 
+) 
+3,234 
+Net cash provided by (used in) operating activities of discontinued operations 
+— 
+(339 
+) 
+10,390 
+Net cash provided by operating activities 
+1,005,340 
+868,597 
+525,698 
+Cash flows from investing activities: 
+Acquisitions 
+— 
+— 
+(238,022 
+) 
+Purchases of property and equipment 
+(973,988 
+) 
+(1,011,578 
+) 
+(738,090 
+) 
+Proceeds from disposal of assets 
+66,027 
+22,495 
+29,409 
+Net cash provided by investing activities of discontinued operations 
+— 
+25,500 
+42,638 
+Net cash used in investing activities 
+(907,961 
+) 
+(963,583 
+) 
+(904,065 
+) 
+Cash flows from financing activities: 
+Purchases of treasury stock 
+(170,292 
+) 
+(4,314 
+) 
+(1,853 
+) 
+Dividends paid 
+(30,302 
+) 
+(31,045 
+) 
+(30,796 
+) 
+Tax benefit related to stock-based compensation 
+— 
+6,393 
+— 
+Proceeds from long-term debt 
+400,000 
+— 
+400,000 
+Repayment of long-term debt 
+(93,750 
+) 
+(6,250 
+) 
+(1,250 
+) 
+Proceeds from borrowings under revolving credit facility 
+123,400 
+153,100 
+200,000 
+Repayment of borrowings under revolving credit facility 
+(233,400 
+) 
+(43,100 
+) 
+(200,000 
+) 
+Debt issuance costs 
+(7,581 
+) 
+— 
+(10,779 
+) 
+Proceeds from exercise of stock options 
+934 
+16,811 
+525 
+Net cash provided by (used in) financing activities 
+(10,991 
+) 
+91,595 
+355,847 
+Effect of foreign exchange rate changes on cash 
+389 
+(275 
+) 
+255 
+Net increase (decrease) in cash and cash equivalents 
+86,777 
+(3,666 
+) 
+(22,265 
+) 
+Cash and cash equivalents at beginning of year 
+23,946 
+27,612 
+49,877 
+Cash and cash equivalents at end of year 
+$ 
+110,723 
+$ 
+23,946 
+$ 
+27,612 
+Supplemental disclosure of cash flow information: 
+Net cash (paid) received during the year for: 
+Interest, net of capitalized interest of $8,673 in 2012, $8,415 in 2011 and $2,288 in 2010 
+$ 
+(16,651 
+) 
+$ 
+(13,177 
+) 
+$ 
+(2,220 
+) 
+Income taxes 
+(7,964 
+) 
+59,251 
+115,666 
+Non-cash investing and financing activities: 
+Net increase (decrease) in payables for purchases of property and equipment 
+$ 
+(27,838 
+) 
+$ 
+37,838 
+$ 
+29,188 
+Net (increase) decrease in deposits on equipment purchases 
+55,767 
+(48,459 
+) 
+(50,170 
+) 
+The accompanying notes are an integral part of these consolidated financial statements. 
+F-7
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+1. 
+Description of Business and Summary of Significant Accounting Policies 
+A description of the business and basis of presentation follows: 
+Description of business — Patterson-UTI Energy, Inc., through its wholly-owned subsidiaries (collectively referred to herein
+as “Patterson-UTI” or the “Company”), provides onshore contract drilling services to major and independent oil and natural gas operators in the continental United States, Alaska and western and northern Canada. The Company
+provides pressure pumping services to oil and natural gas operators primarily in Texas and the Appalachian Basin. The Company also invests in oil and natural gas properties on a non-operating working interest basis. 
+Basis of presentation — The consolidated financial statements include the accounts of Patterson-UTI and its wholly-owned
+subsidiaries. All significant intercompany accounts and transactions have been eliminated. Except for wholly-owned subsidiaries, the Company has no controlling financial interests in any other entity which would require consolidation. 
+The U.S. dollar is the functional currency for all of the Company’s operations except for its Canadian operations, which use the
+Canadian dollar as its functional currency. The effects of exchange rate changes are reflected in accumulated other comprehensive income, which is a separate component of stockholders’ equity. 
+A summary of the significant accounting policies follows: 
+Management estimates — The preparation of financial statements in conformity with accounting principles generally accepted in
+the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
+reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. 
+Revenue recognition — Revenues from daywork drilling and pressure pumping activities are recognized as services are performed.
+Expenditures reimbursed by customers are recognized as revenue and the related expenses are recognized as direct costs. All of the wells the Company drilled in 2012, 2011 and 2010 were drilled under daywork contracts. 
+Accounts receivable — Trade accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts
+represents the Company’s estimate of the amount of probable credit losses existing in the Company’s accounts receivable. The Company reviews the adequacy of its allowance for doubtful accounts at least quarterly. Significant individual
+accounts receivable balances and balances which have been outstanding greater than 90 days are reviewed individually for collectability. Account balances, when determined to be uncollectable, are charged against the allowance. 
+Inventories — Inventories consist primarily of sand and other products to be used in conjunction with the Company’s
+pressure pumping activities. The inventories are stated at the lower of cost or market, determined by the first-in, first-out method. 
+Property and equipment — Property and equipment is carried at cost less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives. The
+method of depreciation does not change whenever equipment becomes idle. The estimated useful lives, in years, are shown below: 
+Useful Lives 
+Drilling rigs and other equipment 
+1.25-15 
+Buildings 
+15-20 
+Other 
+3-12 
+F-8
+Long-lived assets, including property and equipment, are evaluated for impairment when
+certain triggering events or changes in circumstances indicate that the carrying values may not be recoverable over their estimated remaining useful life. 
+Oil and natural gas properties — Working interests in oil and natural gas properties are accounted for using the successful efforts method of accounting. Under the successful efforts method of
+accounting, exploration costs which result in the discovery of oil and natural gas reserves and all development costs are capitalized to the appropriate well. Exploration costs which do not result in discovering oil and natural gas reserves are
+charged to expense when such determination is made. Costs of exploratory wells are initially capitalized to wells-in-progress until the outcome of the drilling is known. The Company reviews wells-in-progress quarterly to determine whether sufficient
+progress is being made in assessing the reserves and economic viability of the respective projects. If no progress has been made in assessing the reserves and economic viability of a project after one year following the completion of drilling, the
+Company considers the well costs to be impaired and recognizes the costs as expense. Geological and geophysical costs, including seismic costs, and costs to carry and retain undeveloped properties are charged to expense when incurred. The
+capitalized costs of both developmental and successful exploratory type wells, consisting of lease and well equipment, lease acquisition costs and intangible development costs, are depreciated, depleted and amortized on the units-of-production
+method, based on engineering estimates of proved oil and natural gas reserves for each respective field. 
+The Company reviews
+its proved oil and natural gas properties for impairment whenever a triggering event occurs, such as downward revisions in reserve estimates or decreases in expected future oil and natural gas prices. Proved properties are grouped by field and
+undiscounted cash flow estimates are prepared based on management’s expectation of future pricing over the lives of the respective fields. These cash flow estimates are reviewed by an independent petroleum engineer. If the net book value of a
+field exceeds its undiscounted cash flow estimate, impairment expense is measured and recognized as the difference between net book value and discounted cash flow. The discounted cash flow estimates used in measuring impairment are based on
+management’s expectations of future commodity prices over the life of the respective field. The Company reviews unproved oil and natural gas properties quarterly to assess potential impairment. The Company’s impairment assessment is made
+on a lease-by-lease basis and considers factors such as management’s intent to drill, lease terms and abandonment of an area. If an unproved property is determined to be impaired, the related property costs are expensed. 
+Goodwill — Goodwill is considered to have an indefinite useful economic life and is not amortized. The Company assesses
+impairment of its goodwill at least annually as of December 31, or on an interim basis if events or circumstances indicate that the fair value of goodwill may have decreased below its carrying value. 
+Maintenance and repairs — Maintenance and repairs are charged to expense when incurred. Renewals and betterments which extend
+the life or improve existing property and equipment are capitalized. 
+Disposals — Upon disposition of property and
+equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in the consolidated statement of operations. 
+Net income (loss) per common share — The Company provides a dual presentation of its net income (loss) per common share in its consolidated statements of operations: Basic net income (loss)
+per common share (“Basic EPS”) and diluted net income (loss) per common share (“Diluted EPS”). 
+Basic EPS
+excludes dilution and is computed by first allocating earnings between common stockholders and holders of non-vested shares of restricted stock. Basic EPS is then determined by dividing the earnings attributable to common stockholders by the
+weighted average number of common shares outstanding during the period, excluding non-vested shares of restricted stock. 
+Diluted EPS is based on the weighted average number of common shares outstanding plus the dilutive effect of potential common shares,
+including stock options, non-vested shares of restricted stock and restricted stock units. The dilutive effect of stock options and restricted stock units is determined using the treasury stock method. The dilutive effect of non-vested shares of
+restricted stock is based on the more dilutive of the treasury stock method or the two-class method, assuming a reallocation of undistributed earnings to common stockholders after considering the dilutive effect of potential common shares other than
+non-vested shares of restricted stock. 
+F-9
+The following table presents information necessary to calculate income from continuing
+operations per share, loss from discontinued operations per share and net income per share for the years ended December 31, 2012, 2011 and 2010, as well as potentially dilutive securities excluded from the weighted average number of diluted
+common shares outstanding because their inclusion would have been anti-dilutive (in thousands, except per share amounts): 
+2012 
+2011 
+2010 
+BASIC EPS: 
+Income from continuing operations 
+$ 
+299,477 
+$ 
+322,780 
+$ 
+117,898 
+Adjust for income attributed to holders of non-vested restricted stock 
+(2,532 
+) 
+(2,545 
+) 
+(884 
+) 
+Income from continuing operations attributed to common stockholders 
+$ 
+296,945 
+$ 
+320,235 
+$ 
+117,014 
+Loss from discontinued operations, net 
+$ 
+— 
+$ 
+(367 
+) 
+$ 
+(956 
+) 
+Adjust for loss attributed to holders of non-vested restricted stock 
+— 
+3 
+7 
+Loss from discontinued operations attributed to common stockholders 
+$ 
+— 
+$ 
+(364 
+) 
+$ 
+(949 
+) 
+Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 
+151,144 
+153,871 
+152,772 
+Basic income from continuing operations per common share 
+$ 
+1.96 
+$ 
+2.08 
+$ 
+0.77 
+Basic loss from discontinued operations per common share 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+(0.01 
+) 
+Basic net income per common share 
+$ 
+1.96 
+$ 
+2.08 
+$ 
+0.76 
+DILUTED EPS: 
+Income from continuing operations attributed to common stockholders 
+$ 
+296,945 
+$ 
+320,235 
+$ 
+117,014 
+Add incremental earnings related to potential common shares 
+— 
+— 
+— 
+Adjusted income from continuing operations attributed to common stockholders 
+$ 
+296,945 
+$ 
+320,235 
+$ 
+117,014 
+Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 
+151,144 
+153,871 
+152,772 
+Add dilutive effect of potential common shares 
+555 
+1,433 
+504 
+Weighted average number of diluted common shares outstanding 
+151,699 
+155,304 
+153,276 
+Diluted income from continuing operations per common share 
+$ 
+1.96 
+$ 
+2.06 
+$ 
+0.76 
+Diluted loss from discontinued operations per common share 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+(0.01 
+) 
+Diluted net income per common share 
+$ 
+1.96 
+$ 
+2.06 
+$ 
+0.76 
+Potentially dilutive securities excluded as anti-dilutive 
+5,416 
+1,641 
+4,164 
+Income taxes — The asset and liability method is used in accounting for income taxes. Under
+this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carryforwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
+liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The
+effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. If applicable, a valuation allowance is recorded to reduce the carrying amounts of
+deferred tax assets unless it is more likely than not that such assets will be realized. The Company’s policy is to account for interest and penalties with respect to income taxes as operating expenses. 
+F-10
+Stock-based compensation — The Company recognizes the cost of share-based
+payments under the fair-value-based method. Under this method, compensation cost related to share-based payments is measured based on the estimated fair value of the awards at the date of grant, net of estimated forfeitures. This expense is
+recognized over the expected life of the awards (See Note 11). 
+Statement of cash flows — For purposes of reporting
+cash flows, cash and cash equivalents include cash on deposit and money market funds. 
+Recently Issued Accounting
+Standards — In June 2011, the FASB issued an accounting standard update that requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate
+but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of
+other comprehensive income, and the total of comprehensive income. Historically, these components of other comprehensive income and total comprehensive income have been presented in the statement of changes in stockholders’ equity by many
+companies, including the Company. This requirement was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and was effective for the Company in the quarter ended March 31, 2012. The
+adoption of this update resulted in the addition of a new consolidated statement of comprehensive income to the Company’s consolidated financial statements beginning with the quarter ended March 31, 2012. 
+In May 2011, the FASB issued an accounting standard update to improve the comparability of fair value measurements presented and disclosed
+in financial statements prepared in accordance with United States GAAP and International Financial Reporting Standards. The amendments in this update do not require additional fair value measurements, but provide additional guidance as to measuring
+fair value as well as certain additional disclosure requirements. The requirements in this update were effective during interim and annual periods beginning after December 15, 2011 and were effective for the Company in the quarter ended
+March 31, 2012. The adoption of this update did not have a material impact on the Company’s disclosures included in its consolidated financial statements. 
+2. 
+Discontinued Operations 
+On January 20, 2010, the Company exited the drilling and completion fluids business, which had previously been
+presented as one of the Company’s reportable operating segments. On that date, the Company’s wholly owned subsidiary, Ambar Lone Star Fluid Services LLC, completed the sale of substantially all of its assets, excluding billed accounts
+receivable. The sales price was approximately $42.6 million. Upon the Company’s exit from the drilling and completion fluids business, the Company classified its drilling and completion fluids operating segment as a discontinued operation and
+an impairment loss was recognized in 2009 to reduce the carrying value of the assets to be disposed of to fair value less estimated costs to sell and no significant gain or loss was recognized in connection with the sale in 2010. The results of
+operations of this business have been reclassified and presented as results of discontinued operations for all periods presented in these consolidated financial statements. 
+On January 27, 2011, the stock of the Company’s electric wireline subsidiary, Universal Wireline, Inc., was sold in a cash transaction for $25.5 million. Except for inventory, the working
+capital of Universal Wireline, Inc. was excluded from the sale and retained by a subsidiary of the Company. Universal Wireline, Inc. was formed in 2010 to acquire the electric wireline business of Key Energy Services, Inc., as discussed in Note 3.
+The results of operations of this business have been presented as results of discontinued operations in these consolidated financial statements. As of December 31, 2010, the assets to be disposed of were classified as held for sale. Upon being
+classified as held for sale, the assets to be disposed of were recorded at fair value less estimated costs to sell resulting in a charge of $2.2 million. Due to the fact that the carrying value of the assets had been adjusted to net realizable
+value, no significant additional gain or loss was recognized in connection with the sale. 
+F-11
+Summarized operating results from discontinued operations for the years ended
+December 31, 2012, 2011 and 2010 are shown below (in thousands): 
+2012 
+2011 
+2010 
+Drilling and completion fluids revenues 
+$ 
+— 
+$ 
+— 
+$ 
+3,737 
+Electric wireline revenues 
+— 
+1,104 
+5,712 
+Operating revenues from discontinued operations 
+$ 
+— 
+$ 
+1,104 
+$ 
+9,449 
+Loss from discontinued operations before income taxes 
+$ 
+— 
+$ 
+(576 
+) 
+$ 
+(1,499 
+) 
+Income tax benefit 
+— 
+209 
+543 
+Loss from discontinued operations 
+$ 
+— 
+$ 
+(367 
+) 
+$ 
+(956 
+) 
+3. 
+Acquisitions 
+On October 1, 2010, two subsidiaries of the Company, Universal Pressure Pumping, Inc. and Universal Wireline,
+Inc., completed the acquisition of certain assets from Key Energy Pressure Pumping Services, LLC and Key Electric Wireline Services, LLC relating to the businesses of providing pressure pumping services and electric wireline services to participants
+in the oil and natural gas industry. This acquisition expanded the Company’s pressure pumping operations to additional markets primarily in Texas. The aggregate purchase price was approximately $241 million and was allocated to the tangible and
+identifiable intangible assets acquired and liabilities assumed based on fair value. The tangible assets acquired include property and equipment, inventories of sand and chemicals on hand and repair and maintenance supplies on hand. The identifiable
+intangible assets acquired include an agreement by the seller to not compete for a period of three years and the customer relationships in place at the time of the acquisition. The liabilities assumed arose from pricing agreements in place with
+certain customers that had pricing below current market rates. A related deferred tax asset was recognized to reflect the temporary difference associated with these below-market pricing arrangements. The excess of the purchase price over the fair
+values of the tangible assets, the identifiable intangible assets and deferred tax asset, net of the liabilities assumed, is recorded as goodwill and was attributed to the pressure pumping business acquired. A summary of the purchase price
+allocation follows (in thousands): 
+Sand and chemical inventory 
+$ 
+6,848 
+Supplies 
+312 
+Property and equipment 
+154,359 
+Non-compete agreement 
+1,400 
+Customer relationships 
+25,500 
+Deferred tax asset 
+8,514 
+Goodwill 
+67,575 
+Below-market pricing agreements 
+(23,200 
+) 
+Total purchase price 
+$ 
+241,308 
+In addition to the purchase price, acquisition-related expenses associated with this transaction of
+approximately $2.5 million were incurred by the Company and are presented in the consolidated statement of operations under the caption “acquisition-related expenses” for the year ended December 31, 2010. These expenses include
+certain legal and other professional fees directly related to the transaction, fees incurred in connection with title transfers of the acquired equipment and transition costs related to information technology. 
+As discussed in Note 2, the electric wireline business was sold on January 27, 2011. The results of operations of the wireline
+business from the date of acquisition through December 31, 2010 included revenue of $5.7 million and a pre-tax operating loss of $1.5 million (including a charge of approximately $2.2 million incurred to reduce the carrying value of the
+disposal group to its net realizable value) which is included in loss from discontinued operations for the year ended December 31, 2010. Results of operations of the acquired 
+F-12
+pressure pumping business are included in the Company’s consolidated results of operations from the date of acquisition. Revenues of $84.7 million and income from operations of $22.8 million
+from the acquired pressure pumping business are included in the consolidated statement of operations for the year ended December 31, 2010. 
+4. 
+Property and Equipment 
+Property and equipment consisted of the following at December 31, 2012 and 2011 (in thousands): 
+2012 
+2011 
+Equipment 
+$ 
+5,387,490 
+$ 
+4,730,925 
+Oil and natural gas properties 
+156,834 
+131,812 
+Buildings 
+66,490 
+64,090 
+Land 
+10,413 
+11,467 
+5,621,227 
+4,938,294 
+Less accumulated depreciation and depletion 
+(2,005,844 
+) 
+(1,771,028 
+) 
+Property and equipment, net 
+$ 
+3,615,383 
+$ 
+3,167,266 
+Depreciation, depletion, amortization and impairment — The following table summarizes
+depreciation, depletion, amortization and impairment expense related to property and equipment and intangible assets for 2012, 2011 and 2010 (in thousands): 
+2012 
+2011 
+2010 
+Depreciation and impairment expense 
+$ 
+502,953 
+$ 
+419,183 
+$ 
+322,308 
+Amortization expense 
+4,110 
+4,110 
+1,027 
+Depletion expense 
+19,551 
+13,986 
+10,158 
+Total 
+$ 
+526,614 
+$ 
+437,279 
+$ 
+333,493 
+The Company evaluates the recoverability of its long-lived assets whenever events or changes in
+circumstances indicate that their carrying amounts may not be recoverable (a “triggering event”). In light of levels of activity and revenue per operating day experienced by the Company and its peers in 2010, 2011 and 2012, management
+concluded that no triggering event had occurred in 2010, 2011 or 2012 with respect to its contract drilling segment as a whole (excluding the rigs which had been removed from the Company’s marketable fleet as discussed below). The Company also
+concluded that no triggering event occurred with respect to its pressure pumping segment in 2010, 2011 or 2012 (excluding the equipment that was retired as discussed below). With respect to the long-lived assets in the Company’s oil and natural
+gas exploration and production segment, the Company assesses the recoverability of long-lived assets at the end of each quarter due to revisions in its oil and natural gas reserve estimates and expectations about future commodity prices. 
+Long-lived assets are evaluated for impairment at the lowest level for which identifiable cash flows can be separated from other
+long-lived assets. The Company performs the first step of its impairment assessments by comparing the undiscounted cash flows for each long-lived asset or asset group to its respective carrying value. The Company’s analysis indicated that the
+carrying amounts of certain oil and natural gas properties were not recoverable at various testing dates in 2012, 2011 and 2010. The Company’s estimates of expected future net cash flows from impaired properties are used in measuring the fair
+value of such properties. The Company recorded impairment charges of $1.9 million, $3.0 million and $792,000 in 2012, 2011 and 2010, respectively, related to its oil and natural gas properties. The Company determined the fair value of the impaired
+assets using internally developed unobservable inputs including future pricing and reserves (level 3 inputs in the fair value hierarchy of fair value accounting). 
+On a periodic basis, the Company evaluates its fleet of drilling rigs for marketability based on the condition of inactive rigs, expenditures that would be necessary to bring them to working condition and
+the expected 
+F-13
+demand for drilling services by rig type (such as drilling conventional vertical wells versus drilling longer horizontal wells using high capacity rigs). In connection with the Company’s
+ongoing planning process, it evaluated its then-current fleet of marketable drilling rigs in 2012, 2011 and 2010 and identified 36, 53 and four rigs, during each of those years respectively, that it determined were impaired and would no longer be
+marketed as rigs based on its assessment of estimated expenditures to bring these rigs into condition to operate in the current environment, as well as its assessment of future demand and the suitability of the identified rigs in light of this
+expected demand. The components comprising these rigs were evaluated, and those components with continuing utility to the Company’s other marketed rigs were transferred to other rigs or to its yards to be used as spare equipment. The fair value
+of the remaining components of these rigs was estimated to be zero as there were no future cash flows expected. The Company also evaluates its fleet of marketable pressure pumping equipment and in 2012 identified approximately 37,000 horsepower of
+pressure pumping equipment that would be retired. The identified pressure pumping equipment was impaired and estimated to have no fair value as there were no future cash flows expected. The net book value of the impaired assets of $12.5 million in
+2012, $15.7 million in 2011 and $4.2 million in 2010 was expensed in the Company’s consolidated statements of operations as an impairment charge. 
+During 2010, the Company sold certain rights to explore and develop zones deeper than depths that it generally targets for certain of the oil and natural gas properties in which it has working interests.
+The proceeds from this sale were approximately $22.3 million and the sale resulted in a gain on disposal of $20.1 million. 
+During 2012, the Company sold its flowback operations in a cash transaction. The sale price was $42.5 million and the Company
+recognized a gain on disposal of $22.6 million. Also during 2012, the Company sold at auction certain excess drilling assets. The total sale price was $10.6 million, and the Company recognized a gain on disposal of $4.5 million. 
+5. 
+Goodwill and Intangible Assets 
+Goodwill — Goodwill by operating segment as of December 31, 2012 and 2011 and changes for the years
+then ended are as follows (in thousands): 
+Contract 
+Drilling 
+Pressure 
+Pumping 
+Total 
+Balance December 31, 2010 
+$ 
+86,234 
+$ 
+67,575 
+$ 
+153,809 
+Changes to goodwill 
+— 
+— 
+— 
+Balance December 31, 2011 
+86,234 
+67,575 
+153,809 
+Changes to goodwill 
+— 
+— 
+— 
+Balance December 31, 2012 
+$ 
+86,234 
+$ 
+67,575 
+$ 
+153,809 
+Goodwill was recorded in connection with a business combination in 2010 as a result of the Company’s
+acquisition of a pressure pumping business on October 1, 2010, as discussed further in Note 3. Approximately $53.2 million of this goodwill is expected to be deductible for tax purposes. There were no accumulated impairment losses as of
+December 31, 2012 or 2011. 
+Goodwill is evaluated at least annually on December 31, or when circumstances require, to
+determine if the fair value of recorded goodwill has decreased below its carrying value. For purposes of impairment testing, goodwill is evaluated at the reporting unit level. The Company’s reporting units for impairment testing have been
+determined to be its operating segments. The Company first determines whether it is more likely than not that the fair value of a reporting unit is less than its carrying value after considering qualitative, market and other factors. If so, then
+goodwill impairment is determined using a two-step impairment test. The first step is to compare the fair value of an entity’s reporting units to the respective carrying value of those reporting units. If the carrying value of a reporting unit
+exceeds its fair value, the second step of the impairment test is performed whereby the fair value of the reporting unit is allocated to its identifiable tangible and intangible assets and liabilities with any remaining fair value representing the
+fair value of goodwill. If this resulting fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized in the amount of the shortfall. 
+F-14
+In connection with its annual goodwill impairment assessment as of December 31, 2012
+and 2011, the Company determined based on an assessment of qualitative factors that it was more likely than not that the fair values of the Company’s reporting units were greater than their carrying amounts and further testing was not
+necessary. In making this determination, the Company considered the continued demand experienced during 2012 and 2011 for its services in the contract drilling and pressure pumping businesses. The Company also considered the current and expected
+levels of commodity prices for crude oil and natural gas, which influence its overall level of business activity in these operating segments. Additionally, operating results for 2012 and 2011 and forecasted operating results for 2013 were also taken
+into account. The Company’s overall market capitalization and the large amount of calculated excess of the fair values of the Company’s reporting units over their carrying values and lack of significant changes in the key assumptions from
+its 2010 quantitative Step 1 assessment of goodwill were also considered. 
+The Company has undertaken extensive efforts in the
+past several years to upgrade its fleet of equipment and believes that it is positioned well from a competitive standpoint to satisfy demand for high technology drilling of unconventional horizontal wells, which should help mitigate decreases in
+demand for drilling conventional vertical wells that has resulted from low natural gas prices. In the event that market conditions weaken, the Company may be required to record an impairment of goodwill in its contract drilling or pressure pumping
+reporting units in the future, and such impairment could be material. 
+Intangible Assets — Intangible assets were
+recorded in the pressure pumping operating segment in connection with the fourth quarter 2010 acquisition of the assets of the pressure pumping business discussed in Note 3. As a result of the purchase price allocation, the Company recorded
+intangible assets related to a non-compete agreement and the customer relationships acquired. These intangible assets were recorded at fair value on the date of acquisition. 
+The non-compete agreement has a term of three years from October 1, 2010. The value of this agreement was estimated using a with and without scenario where cash flows were projected through the term
+of the agreement assuming the agreement is in place and compared to cash flows assuming the non-compete agreement was not in place. The intangible asset associated with the non-compete agreement is being amortized on a straight-line basis over the
+three-year term of the agreement. Amortization expense of $467,000, $467,000 and $116,000 was recorded in the years ended December 31, 2012, 2011 and 2010, respectively, associated with the non-compete agreement. 
+The value of the customer relationships was estimated using a multi-period excess earnings model to determine the present value of the
+projected cash flows associated with the customers in place at the time of the acquisition and taking into account a contributory asset charge. The resulting intangible asset is being amortized on a straight-line basis over seven years. Amortization
+expense of $3.6 million, $3.6 million and $910,000 was recorded in the years ended December 31, 2012, 2011 and 2010, respectively, associated with customer relationships. 
+For both the non-compete agreement and the customer relationships, the Company concluded no triggering events necessitating an impairment assessment had occurred in either 2012 or 2011. 
+The following table presents the gross carrying amount and accumulated amortization of intangible assets as of December 31, 2012 and
+2011 (in thousands): 
+2012 
+2011 
+Gross 
+Carrying 
+Amount 
+Accumulated 
+Amortization 
+Net 
+Carrying 
+Amount 
+Gross 
+Carrying 
+Amount 
+Accumulated 
+Amortization 
+Net 
+Carrying 
+Amount 
+Non-compete agreement 
+$ 
+1,400 
+$ 
+(1,050 
+) 
+$ 
+350 
+$ 
+1,400 
+$ 
+(583 
+) 
+$ 
+817 
+Customer relationships 
+25,500 
+(8,196 
+) 
+17,304 
+25,500 
+(4,553 
+) 
+20,947 
+Total intangible assets 
+$ 
+26,900 
+$ 
+(9,246 
+) 
+$ 
+17,654 
+$ 
+26,900 
+$ 
+(5,136 
+) 
+$ 
+21,764 
+F-15
+6. 
+Accrued Expenses 
+Accrued expenses consisted of the following at December 31, 2012 and 2011 (in thousands): 
+2012 
+2011 
+Salaries, wages, payroll taxes and benefits 
+$ 
+55,430 
+$ 
+58,692 
+Workers’ compensation liability 
+68,441 
+66,121 
+Property, sales, use and other taxes 
+9,749 
+11,850 
+Insurance, other than workers’ compensation 
+10,419 
+6,012 
+Accrued interest payable 
+7,664 
+4,937 
+Deferred revenue — current 
+1,523 
+7,229 
+2009 Performance Unit Awards 
+— 
+3,640 
+Other 
+5,406 
+6,148 
+$ 
+158,632 
+$ 
+164,629 
+Deferred revenue was recorded in 2010 in the purchase price allocation associated with the Company’s
+acquisition of a pressure pumping business as discussed in Note 3. The deferred revenue relates to out-of-market pricing agreements that were in place at the acquired business at the time of the acquisition. The deferred revenue is being recognized
+as pressure pumping revenue over the remaining term of the pricing agreements. Deferred revenue of approximately $7.2 million, $8.4 million and $6.1 million was recognized in the years ended December 31, 2012, 2011 and 2010, respectively,
+related to these pricing agreements. 
+7. 
+Asset Retirement Obligation 
+The Company records a liability for the estimated costs to be incurred in connection with the abandonment of oil and
+natural gas properties in the future. This liability is included in the caption “other” in the liabilities section of the consolidated balance sheet. The following table describes the changes to the Company’s asset retirement
+obligations during 2012 and 2011 (in thousands): 
+2012 
+2011 
+Balance at beginning of year 
+$ 
+3,455 
+$ 
+3,063 
+Liabilities incurred 
+418 
+361 
+Liabilities settled 
+(150 
+) 
+(110 
+) 
+Accretion expense 
+163 
+143 
+Revision in estimated costs of plugging oil and natural gas wells 
+536 
+(2 
+) 
+Asset retirement obligation at end of year 
+$ 
+4,422 
+$ 
+3,455 
+8. 
+Long Term Debt 
+Credit Facilities — On August 19, 2010, the Company entered into a committed senior unsecured Credit
+Agreement (the “2010 Credit Agreement”) which included a revolving credit facility that permitted aggregate borrowings of up to $400 million and a $100 million term loan facility. The term loan facility was fully drawn on August 19,
+2010. The term loan facility was payable in quarterly principal installments commencing November 10, 2010. The installment amounts were scheduled to vary from 1.25% of the original principal amount for each of the first four quarterly
+installments, 2.50% of the original principal amount for each of the subsequent eight quarterly installments and 5.00% of the original principal amount for the next subsequent three quarterly installments, with the balance due on the maturity date
+of August 19, 2014. The outstanding balance of the term loan facility was paid in full on June 14, 2012. 
+On
+September 27, 2012, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, letter of credit issuer, swing line lender and lender, and each of the other lenders party
+thereto. The Credit Agreement is a committed senior unsecured credit facility that includes a revolving credit facility and a term loan facility. The Credit Agreement replaced the 2010 Credit Agreement. 
+F-16
+The revolving credit facility permits aggregate borrowings of up to $500 million outstanding
+at any time. The revolving credit facility contains a letter of credit facility that is limited to $150 million and a swing line facility that is limited to $40 million, in each case outstanding at any time. 
+The term loan facility provides for a loan of $100 million, which was drawn on December 24, 2012. The term loan facility is payable
+in quarterly principal installments commencing December 27, 2012. The installment amounts vary from 1.25% of the original principal amount for each of the first four quarterly installments, 2.50% of the original principal amount for each of the
+subsequent eight quarterly installments, 5.00% of the original principal amount for the subsequent four quarterly installments and 13.75% of the original principal amount for the final four quarterly installments. 
+Subject to customary conditions, the Company may request that the lenders’ aggregate commitments with respect to the revolving credit
+facility and/or the term loan facility be increased by up to $100 million, not to exceed total commitments of $700 million. The maturity date under the Credit Agreement is September 27, 2017 for both the revolving facility and the term
+facility. 
+Loans under the Credit Agreement bear interest by reference, at the Company’s election, to the LIBOR rate or
+base rate, provided, that swing line loans bear interest by reference only to the base rate. The applicable margin on LIBOR rate loans varies from 2.25% to 3.25% and the applicable margin on base rate loans varies from 1.25% to 2.25%, in each case
+determined based upon the Company’s debt to capitalization ratio. As of December 31, 2012, the applicable margin on LIBOR rate loans was 2.25% and the applicable margin on base rate loans was 1.25%. A letter of credit fee is payable by the
+Company equal to the applicable margin for LIBOR rate loans times the daily amount available to be drawn under outstanding letters of credit. The commitment fee rate payable to the lenders for the unused portion of the credit facility is 0.50%.
+Each domestic subsidiary of the Company other than immaterial subsidiaries has unconditionally guaranteed all existing and
+future indebtedness and liabilities of the other guarantors and the Company under the Credit Agreement and other loan documents. Such guarantees also cover obligations of the Company and any subsidiary of the Company arising under any interest rate
+swap contract with any person while such person is a lender under the Credit Agreement. 
+The Credit Agreement requires
+compliance with two financial covenants. The Company must not permit its debt to capitalization ratio to exceed 45%. The Credit Agreement generally defines the debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness
+to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the last day of the most recently ended fiscal quarter. The Company also must not permit the interest coverage ratio as of the last
+day of a fiscal quarter to be less than 3.00 to 1.00. The Credit Agreement generally defines the interest coverage ratio as the ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the four prior fiscal
+quarters to interest charges for the same period. The Company was in compliance with these covenants at December 31, 2012. The Credit Agreement also contains customary representations, warranties and affirmative and negative covenants.
+Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the
+financial and operational covenants, as well as a cross default event, loan document enforceability event, change of control event and bankruptcy and other insolvency events. If an event of default occurs and is continuing, then a majority of the
+lenders have the right, among others, to (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under any loan document (provided that in limited
+circumstances with respect to insolvency and bankruptcy of the Company, such acceleration is automatic), and (iii) require the Company to cash collateralize any outstanding letters of credit. 
+As of December 31, 2012, the Company had $98.8 million principal amount outstanding under the term loan facility at an interest rate
+of 2.625% and no amounts outstanding under the revolving credit facility. The Company had $39.8 million in letters of credit outstanding at December 31, 2012 and, as a result, had available borrowing capacity of approximately $460 million at
+that date. 
+F-17
+Senior Notes — On October 5, 2010, the Company completed the issuance and
+sale of $300 million in aggregate principal amount of its 4.97% Series A Senior Notes due October 5, 2020 (the “Series A Notes”) in a private placement. The Series A Notes bear interest at a rate of 4.97% per annum. The Company
+will pay interest on the Series A Notes on April 5 and October 5 of each year. The Series A Notes will mature on October 5, 2020. 
+On June 14, 2012, the Company completed the issuance and sale of $300 million in aggregate principal amounts of its 4.27% Series B Senior Notes due June 14, 2022 (the “Series B Notes”)
+in a private placement. The Series B Notes bear interest at a rate of 4.27% per annum. The Company will pay interest on the Series B Notes on April 5 and October 5 of each year. The Series B Notes will mature on June 14, 2022.
+The Series A Notes and Series B Notes are senior unsecured obligations of the Company which rank equally in right of payment
+with all other unsubordinated indebtedness of the Company. The Series A Notes and Series B Notes are guaranteed on a senior unsecured basis by each of the existing domestic subsidiaries of the Company other than immaterial subsidiaries. 
+The Series A Notes and Series B Notes are prepayable at the Company’s option, in whole or in part, provided that in the case of a
+partial prepayment, prepayment must be in an amount not less than 5% of the aggregate principal amount of the notes then outstanding, at any time and from time to time at 100% of the principal amount prepaid, plus accrued and unpaid interest to the
+prepayment date, plus a “make-whole” premium as specified in the note purchase agreements. The Company must offer to prepay the notes upon the occurrence of any change of control. In addition, the Company must offer to prepay the notes
+upon the occurrence of certain asset dispositions if the proceeds therefrom are not timely reinvested in productive assets. If any offer to prepay is accepted, the purchase price of each prepaid note is 100% of the principal amount thereof, plus
+accrued and unpaid interest thereon to the prepayment date. 
+The respective note purchase agreements require compliance with
+two financial covenants. The Company must not permit its debt to capitalization ratio to exceed 50% at any time. The note purchase agreements generally define the debt to capitalization ratio as the ratio of (a) total borrowed money
+indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the last day of the most recently ended fiscal quarter. The Company also must not permit the interest coverage ratio as
+of the last day of a fiscal quarter to be less than 2.50 to 1.00. The note purchase agreements generally define the interest coverage ratio as the ratio of EBITDA for the four prior fiscal quarters to interest charges for the same period. The
+Company was in compliance with these covenants at December 31, 2012. 
+Events of default under the note purchase agreements
+include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, a cross default event, a judgment in excess of a threshold event, the guaranty agreement ceasing to be enforceable, the occurrence
+of certain ERISA events, a change of control event and bankruptcy and other insolvency events. If an event of default under the note purchase agreements occurs and is continuing, then holders of a majority in principal amount of the respective notes
+have the right to declare all the notes then-outstanding to be immediately due and payable. In addition, if the Company defaults in payments on any note, then until such defaults are cured, the holder thereof may declare all the notes held by it
+pursuant to the note purchase agreement to be immediately due and payable. 
+The Company incurred approximately $10.8 million in
+debt issuance costs during 2010 in connection with the 2010 Credit Agreement and the Series A Notes. The Company incurred approximately $7.6 million in debt issuance costs during 2012 in connection with the Series B Notes and the Credit Agreement.
+These costs were deferred and are recognized as interest expense over the term of the underlying debt. Interest expense related to the amortization of debt issuance costs for the 2010 Credit Agreement, the Series A Notes, the Series B Notes and the
+Credit Agreement was approximately $3.4 million, $2.4 million and $1.1 million for the years ended December 31, 2012, 2011 and 2010, respectively. The amount for the year ended December 31, 2012 includes $978,000 of costs related to the
+early termination of the 2010 Credit Agreement. 
+F-18
+Presented below is a schedule of the principal repayment requirements of long-term debt by
+fiscal year as of December 31, 2012 (in thousands): 
+Year ending December 31, 
+2013 
+$ 
+6,250 
+2014 
+10,000 
+2015 
+12,500 
+2016 
+28,750 
+2017 
+41,250 
+Thereafter 
+600,000 
+Total 
+$ 
+698,750 
+9. 
+Commitments, Contingencies and Other Matters 
+Commitments — As of December 31, 2012, the Company maintained letters of credit in the aggregate
+amount of $39.8 million for the benefit of various insurance companies as collateral for retrospective premiums and retained losses which could become payable under the terms of the underlying insurance contracts. These letters of credit expire
+annually at various times during the year and are typically renewed. As of December 31, 2012, no amounts had been drawn under the letters of credit. 
+As of December 31, 2012, the Company had commitments to purchase approximately $171 million of major equipment for its drilling and pressure pumping businesses. 
+The Company’s pressure pumping business has entered into agreements to purchase minimum quantities of proppants from certain vendors.
+These agreements expire in 2013 and 2016. As of December 31, 2012, the remaining obligation under these agreements is approximately $26.7 million, of which materials with a total purchase price of approximately $7.0 million are expected to be
+delivered during 2013. In the event that the required minimum quantities are not purchased during any contract year, the Company would be required to make a liquidated damages payment to the respective vendor for any shortfall. 
+In November 2011, the Company’s pressure pumping business entered into an agreement with a proppant vendor to advance, on a
+non-revolving basis, up to $12.0 million to such vendor to finance the construction of certain processing facilities. This advance is secured by the underlying processing facilities and bears interest at an annual rate of 5.0%. Repayment of the
+advance is to be made through discounts applied to purchases from the vendor and repayment of all amounts advanced must be made no later than October 1, 2017. As of December 31, 2012, advances of approximately $10.4 million had been made
+under this agreement and repayments of approximately $397,000 had been received resulting in a balance outstanding of approximately $10.0 million. 
+Contingencies — The Company’s operations are subject to many hazards inherent in the contract drilling and pressure pumping businesses, including inclement weather, blowouts, well fires,
+loss of well control, pollution and reservoir damage. These hazards could cause personal injury or death, work stoppage, and serious damage to equipment and other property, as well as significant environmental and reservoir damages. These risks
+could expose the Company to substantial liability for personal injury, wrongful death, property damage, loss of oil and natural gas production, pollution and other environmental damages. 
+Any contractual right to indemnification that the Company may have for any such risk, may be unenforceable or limited due to negligent or
+willful acts of commission or omission by the Company, its subcontractors and/or suppliers. The Company’s customers may dispute, or be unable to meet, their contractual indemnification obligations to the Company due to financial, legal or other
+reasons. Accordingly, the Company may be unable to transfer these risks to its customers by contract or indemnification agreements. Incurring a liability for which the Company is not fully indemnified or insured could have a material adverse effect
+on its business, financial condition, cash flows and results of operations. 
+F-19
+The Company has insurance coverage for comprehensive general liability, automobile
+liability, workers’ compensation and employer’s liability, and certain other specific risks. The Company has also elected in some cases to accept a greater amount of risk through increased deductibles on certain insurance policies. For
+example, the Company generally maintains a $1.0 million per occurrence deductible on its workers’ compensation and equipment insurance coverages and a $2.0 million per occurrence self-insured retention on its general liability insurance
+coverage. The Company self-insures a number of other risks, including loss of earnings and business interruption, and does not carry a significant amount of insurance to cover risks of underground reservoir damage. If a significant accident or other
+event occurs and is not fully covered by insurance or an enforceable or recoverable indemnity from a customer, it could have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations. Accrued
+expenses related to insurance claims are set forth in Note 6. 
+The Company is party to various legal proceedings arising in the
+normal course of its business. The Company does not believe that the outcome of these proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition, results of operations or cash flows.
+Other Matters — The Company has Change in Control Agreements with its Chairman of the Board, Chief Executive
+Officer, two Senior Vice Presidents and its General Counsel (the “Key Employees”). Each Change in Control Agreement generally has an initial term with automatic twelve-month renewals unless the Company notifies the Key Employee at least
+ninety days before the end of such renewal period that the term will not be extended. If a change in control of the Company occurs during the term of the agreement and the Key Employee’s employment is terminated (i) by the Company other
+than for cause or other than automatically as a result of death, disability or retirement, or (ii) by the Key Employee for good reason (as those terms are defined in the Change in Control Agreements), then the Key Employee shall generally be
+entitled to, among other things: 
+• 
+a bonus payment equal to the greater of the highest bonus paid after the Change in Control Agreement was entered into and the average of the two annual
+bonuses earned in the two fiscal years immediately preceding a change in control (or a benchmark bonus in the case of the Chief Executive Officer) (such bonus payment for each Key Employee prorated for the portion of the fiscal year preceding the
+termination date); 
+• 
+a payment equal to 2.5 times (in the case of the Chairman of the Board and Chief Executive Officer), 2 times (in the case of the Senior Vice
+Presidents) or 1.5 times (in the case of the General Counsel) of the sum of (i) the highest annual salary in effect for such Key Employee and (ii) the average of the three annual bonuses earned by the Key Employee for the three fiscal
+years preceding the termination date (or a benchmark bonus in the case of the Chief Executive Officer); and 
+• 
+continued coverage under the Company’s welfare plans for up to three years (in the case of the Chairman of the Board and Chief Executive Officer)
+or two years (in the case of the Senior Vice Presidents and General Counsel). 
+Other than with respect to the
+Chief Executive Officer, each Change in Control Agreement provides the Key Employee with a full gross-up payment for any excise taxes imposed on payments and benefits received under the Change in Control Agreements or otherwise, including other
+taxes that may be imposed as a result of the gross-up payment. 
+F-20
+10. 
+Stockholders’ Equity 
+Cash Dividends — The Company paid cash dividends during the years ended December 31, 2010, 2011 and
+2012 as follows: 
+Per Share 
+Total 
+(in thousands) 
+2010: 
+Paid on March 31, 2010 
+$ 
+0.05 
+$ 
+7,677 
+Paid on June 30, 2010 
+0.05 
+7,706 
+Paid on September 30, 2010 
+0.05 
+7,704 
+Paid on December 30, 2010 
+0.05 
+7,709 
+Total cash dividends 
+$ 
+0.20 
+$ 
+30,796 
+2011: 
+Paid on March 30, 2011 
+$ 
+0.05 
+$ 
+7,708 
+Paid on June 30, 2011 
+0.05 
+7,772 
+Paid on September 30, 2011 
+0.05 
+7,777 
+Paid on December 30, 2011 
+0.05 
+7,788 
+Total cash dividends 
+$ 
+0.20 
+$ 
+31,045 
+2012: 
+Paid on March 30, 2012 
+$ 
+0.05 
+$ 
+7,788 
+Paid on June 29, 2012 
+0.05 
+7,650 
+Paid on September 28, 2012 
+0.05 
+7,518 
+Paid on December 28, 2012 
+0.05 
+7,346 
+Total cash dividends 
+$ 
+0.20 
+$ 
+30,302 
+On February 6, 2013, the Company’s Board of Directors approved a cash dividend on its common stock in
+the amount of $0.05 per share to be paid on March 29, 2013 to holders of record as of March 15, 2013. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon
+business conditions, results of operations, financial condition, terms of the Company’s credit facilities and other factors. 
+On August 1, 2007, the Company’s Board of Directors approved a stock buyback program authorizing purchases of up to $250 million of the Company’s common stock in open market or privately
+negotiated transactions. During the year ended December 31, 2010, the Company purchased 8,743 shares of its common stock under the program at a cost of approximately $123,000. During the year ended December 31, 2011, the Company purchased
+8,689 shares of its common stock under the program at a cost of approximately $255,000. During the year ended December 31, 2012, the Company purchased 4.7 million shares under the program at a cost of approximately $70.1 million. On
+July 25, 2012, the Company’s Board of Directors terminated the remaining authority under the 2007 stock buyback program, and approved a new stock buyback program authorizing purchases of up to $150 million of the Company’s common
+stock in open market or privately negotiated transactions. During the year ended December 31, 2012, the Company purchased approximately 5.9 million additional shares under the new stock buyback program at a cost of approximately $98.9
+million. As of December 31, 2012, the Company has remaining authorization to purchase approximately $51.1 million of the Company’s outstanding common stock under the stock buyback program. Shares purchased under the program are accounted
+for as treasury stock. 
+The Company purchased an additional 86,932, 135,068 and 117,083 shares of treasury stock from employees
+during 2012, 2011 and 2010, respectively. These shares were purchased at fair market value upon the 
+F-21
+vesting of restricted stock to provide the employees with the funds necessary to satisfy payroll tax withholding obligations. The total purchase price for these shares was approximately $1.3
+million, $4.1 million and $1.7 million in 2012, 2011 and 2010, respectively. These purchases were made pursuant to the terms of the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (the “2005 Plan”) and not pursuant to the stock
+buyback program. 
+11. 
+Stock-based Compensation 
+The Company uses share-based payments to compensate employees and non-employee directors. The Company recognizes the
+cost of share-based payments under the fair-value-based method. Share-based awards consist of equity instruments in the form of stock options, restricted stock or restricted stock units and have included service and, in certain cases, performance
+conditions. The Company’s share-based awards also include both cash-settled and share-settled performance unit awards. Cash-settled performance unit awards are accounted for as liability awards. Share-settled performance unit awards are
+accounted for as equity awards. The Company issues shares of common stock when vested stock options are exercised, when restricted stock is granted and when restricted stock units and share-settled performance unit awards vest. 
+The Company’s shareholders have approved the 2005 Plan, and the Board of Directors adopted a resolution that no future grants would
+be made under any of the Company’s other previously existing plans. During 2010, the Company amended the 2005 Plan to, among other things, increase the total number of shares authorized for grant from 10,250,000 to 15,250,000. The
+Company’s share-based compensation plans at December 31, 2012 follow: 
+Plan Name 
+Shares 
+Authorized 
+for Grant 
+Awards 
+Outstanding 
+Shares 
+Available 
+for Grant 
+Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan, as amended 
+15,250,000 
+7,174,011 
+2,630,496 
+Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended (“1997 Plan”) 
+— 
+1,950,000 
+— 
+A summary of the 2005 Plan follows: 
+• 
+The Compensation Committee of the Board of Directors administers the plan. 
+• 
+All employees, officers and directors are eligible for awards. 
+• 
+The Compensation Committee determines the vesting schedule for awards. Awards typically vest over one year for non-employee directors and three
+years for employees. 
+• 
+The Compensation Committee sets the term of awards and no option term can exceed 10 years. 
+• 
+All options granted under the plan are granted with an exercise price equal to or greater than the fair market value of the Company’s common stock
+at the time the option is granted. 
+• 
+The plan provides for awards of incentive stock options, non-incentive stock options, tandem and freestanding stock appreciation rights, restricted
+stock awards, other stock unit awards, performance share awards, performance unit awards and dividend equivalents. As of December 31, 2012, non-incentive stock options, restricted stock awards, restricted stock units and performance unit awards
+had been granted under the plan. 
+Options granted under the 1997 Plan typically vested over three or five
+years as dictated by the Compensation Committee. These options have terms of no more than ten years. All options were granted with an exercise price equal to the fair market value of the related common stock at the time of grant. Restricted stock
+awards granted under the 1997 Plan typically vested over four years. 
+Stock Options — The Company estimates the
+grant date fair values of stock options using the Black-Scholes-Merton valuation model. Volatility assumptions are based on the historic volatility of the Company’s common stock over the most recent period equal to the expected term of the
+options as of the date the options are granted. 
+F-22
+The expected term assumptions are based on the Company’s experience with respect to employee stock option activity. Dividend yield assumptions are based on the expected dividends at the time
+the options are granted. The risk-free interest rate assumptions are determined by reference to United States Treasury yields. Weighted-average assumptions used to estimate grant date fair values for stock options granted in the years ended
+December 31, 2012, 2011 and 2010 follow: 
+2012 
+2011 
+2010 
+Volatility 
+48.79 
+% 
+45.97 
+% 
+45.98 
+% 
+Expected term (in years) 
+5.00 
+5.00 
+5.00 
+Dividend yield 
+1.21 
+% 
+0.67 
+% 
+1.35 
+% 
+Risk-free interest rate 
+0.87 
+% 
+2.34 
+% 
+2.47 
+% 
+Stock option activity for the year ended December 31, 2012 follows: 
+Shares 
+Weighted-average 
+exercise price 
+Outstanding at beginning of year 
+7,081,295 
+$ 
+20.73 
+Granted 
+815,000 
+$ 
+16.52 
+Exercised 
+(63,800 
+) 
+$ 
+14.64 
+Cancelled 
+— 
+$ 
+— 
+Expired 
+(5,300 
+) 
+$ 
+14.64 
+Outstanding at end of year 
+7,827,195 
+$ 
+20.35 
+Exercisable at end of year 
+6,735,056 
+$ 
+20.63 
+Options outstanding at December 31, 2012 have an aggregate intrinsic value of approximately $14.6
+million and a weighted-average remaining contractual term of 4.9 years. Options exercisable at December 31, 2012 have an aggregate intrinsic value of approximately $12.4 million and a weighted-average remaining contractual term of 4.2 years.
+Additional information with respect to options granted, vested and exercised during the years ended December 31, 2012, 2011 and 2010 follows: 
+2012 
+2011 
+2010 
+Weighted-average grant date fair value of stock options granted (per share) 
+$ 
+6.37 
+$ 
+12.24 
+$ 
+5.69 
+Grant date fair value of stock options vested during the year (in thousands) 
+$ 
+5,512 
+$ 
+5,639 
+$ 
+5,553 
+Aggregate intrinsic value of stock options exercised (in thousands) 
+$ 
+138 
+$ 
+12,663 
+$ 
+523 
+As of December 31, 2012, options to purchase 1,092,139 shares were outstanding and not vested. All of
+these non-vested options are expected to ultimately vest. Additional information as of December 31, 2012 with respect to these non-vested options follows: 
+Aggregate intrinsic value 
+$2.2 million 
+Weighted-average remaining contractual term 
+8.96 years 
+Weighted-average remaining expected term 
+3.96 years 
+Weighted-average remaining vesting period 
+1.87 years 
+Unrecognized compensation cost 
+$6.5 million 
+Restricted Stock — For all restricted stock awards to date, shares of common stock were issued
+when the awards were made. Non-vested shares are subject to forfeiture for failure to fulfill service conditions and, in certain cases, performance conditions. Non-forfeitable dividends are paid on non-vested shares of restricted stock. The Company
+uses the straight-line method to recognize periodic compensation cost over the vesting period. 
+F-23
+Restricted stock activity for the year ended December 31, 2012 follows: 
+Shares 
+Weighted- 
+average Grant 
+Date Fair Value 
+Non-vested restricted stock outstanding at beginning of year 
+1,213,799 
+$ 
+24.13 
+Granted 
+791,650 
+$ 
+15.61 
+Vested 
+(627,573 
+) 
+$ 
+22.19 
+Forfeited 
+(98,730 
+) 
+$ 
+21.13 
+Non-vested restricted stock outstanding at end of year 
+1,279,146 
+$ 
+20.03 
+As of December 31, 2012, approximately 1.2 million shares of non-vested restricted stock
+outstanding are expected to vest. Additional information as of December 31, 2012 with respect to these non-vested shares follows: 
+Aggregate intrinsic value 
+$22.1 million 
+Weighted-average remaining vesting period 
+1.86 years 
+Unrecognized compensation cost 
+$19.7 million 
+Restricted Stock Units — For all restricted stock unit awards made to date, shares of common
+stock are not issued until the units vest. Restricted stock units are subject to forfeiture for failure to fulfill service conditions. Non-forfeitable cash dividend equivalents are paid on non-vested restricted stock units. 
+Restricted stock unit activity for the year ended December 31, 2012 follows: 
+Shares 
+Weighted- 
+average 
+Grant Date 
+Fair Value 
+Non-vested restricted stock units outstanding at beginning of year 
+17,501 
+$ 
+23.47 
+Granted 
+9,000 
+$ 
+14.91 
+Vested 
+(7,830 
+) 
+$ 
+21.08 
+Forfeited 
+(1,001 
+) 
+$ 
+25.02 
+Non-vested restricted stock units outstanding at end of year 
+17,670 
+$ 
+20.08 
+Performance Unit Awards. In 2009, the Company granted cash-settled
+performance unit awards to certain executive officers (the “2009 Performance Units”). The 2009 Performance Units provided for those executive officers to receive a cash payment upon the achievement of certain performance goals established
+by the Compensation Committee during a specified period. The performance period for the 2009 Performance Units was the period from April 1, 2009 through March 31, 2012. The performance goals for the 2009 Performance Units were tied to the
+Company’s total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. These goals were considered to be market conditions under the relevant accounting
+standards and the market conditions were factored into the determination of the fair value of the performance units. Generally, the recipients would receive a target payment if the Company’s total shareholder return was positive and, when
+compared to the peer group, was at or above the 50 th 
+percentile but less than the 75 th percentile and two times
+the target if at the 75 th percentile or higher. If the
+Company’s total shareholder return was positive, and, when compared to the peer group, was at or above the
+25 th percentile but less than the 50 th percentile, the recipients would only receive one-half of the target
+payment. The total target amount with respect to the 2009 Performance Units was approximately $3.4 million. Because the 2009 Performance Units were settled in cash at the end of the performance period, they were accounted for as liability awards and
+the Company’s pro-rated obligation was measured at estimated fair value at the end of each reporting period using a Monte Carlo simulation model. The performance period ended on March 31, 2012 and the Company’s total shareholder
+return was at the 46 th percentile. The resulting cash
+payments totaling $1.7 
+F-24
+million were paid in April 2012. For the year ended December 31, 2012, a compensation benefit of approximately $1.9 million was recognized. For the years ended December 31, 2011 and
+2010, compensation expense associated with the 2009 Performance Units was approximately $1.3 million and $1.5 million, respectively. 
+In 2010, 2011 and 2012, the Company granted stock-settled performance unit awards to certain executive officers (the “Stock-Settled Performance Units”). The Stock-Settled Performance Units
+provide for the recipients to receive a grant of shares of stock upon the achievement of certain performance goals established by the Compensation Committee during a specified period. The performance period for the Stock-Settled Performance Units is
+the three year period commencing on April 1 of the year of grant, but can extend for an additional two years in certain circumstances. The performance goals for the Stock-Settled Performance Units are tied to the Company’s total
+shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. These goals are considered to be market conditions under the relevant accounting standards and the
+market conditions are factored into the determination of the fair value of the respective performance units. Generally, the recipients will receive a target number of shares if the Company’s total shareholder return is positive and, when
+compared to the peer group, is at the 50 th percentile and
+two times the target if at the 75 th percentile or higher.
+If the Company’s total shareholder return is positive, and, when compared to the peer group, is at the
+25 th percentile, the recipients will only receive one-half
+of the target number of shares. The grant of shares when achievement is between the 25 th and 75 th 
+percentile will be determined on a pro-rata basis. The total target number of shares with respect to the Stock-Settled Performance Units is set forth below: 
+2012 
+Performance 
+Unit Awards 
+2011 
+Performance 
+Unit Awards 
+2010 
+Performance 
+Unit Awards 
+Target number of shares 
+192,000 
+144,375 
+178,750 
+Because the Stock-Settled Performance Units are stock-settled awards, they are accounted for as equity
+awards and measured at fair value on the date of grant using a Monte Carlo simulation model. The fair value of the Stock-Settled Performance Units is set forth below (in thousands): 
+2012 
+Performance 
+Unit Awards 
+2011 
+Performance 
+Unit Awards 
+2010 
+Performance 
+Unit Awards 
+Fair value at date of grant 
+$ 
+3,065 
+$ 
+5,569 
+$ 
+3,117 
+These fair value amounts are charged to expense on a straight-line basis over the performance period.
+Compensation expense associated with the Stock-Settled Performance Units is set forth below (in thousands): 
+2012 
+Performance 
+Unit Awards 
+2011 
+Performance 
+Unit Awards 
+2010 
+Performance 
+Unit Awards 
+Year ended December 31, 2012 
+$ 
+766 
+$ 
+1,856 
+$ 
+1,039 
+Year ended December 31, 2011 
+NA 
+$ 
+1,392 
+$ 
+1,039 
+Year ended December 31, 2010 
+NA 
+NA 
+$ 
+779 
+Dividends on Equity Awards — Non-forfeitable cash dividends are paid on restricted stock
+awards and dividend equivalents are paid on restricted stock units. These payments are recognized as follows: 
+• 
+Dividends are recognized as reductions of retained earnings for the portion of restricted stock awards expected to vest. 
+• 
+Dividends are recognized as additional compensation cost for the portion of restricted stock awards that are not expected to vest or that ultimately do
+not vest. 
+• 
+Dividend equivalents are recognized as additional compensation cost for restricted stock units. 
+F-25
+12. 
+Leases 
+The Company incurred rent expense of $39.0 million, $35.0 million and $18.1 million for the years ended
+December 31, 2012, 2011 and 2010, respectively. Rent expense is primarily related to short-term equipment rentals that are generally passed through to customers. The Company’s obligations under non-cancelable operating lease agreements are
+not material to its operations or cash flows. 
+13. 
+Income Taxes 
+Components of the income tax provision applicable to federal, state and foreign income taxes for the years ended
+December 31, 2012, 2011 and 2010 are as follows (in thousands): 
+2012 
+2011 
+2010 
+Federal income tax expense (benefit): 
+Current 
+$ 
+(512 
+) 
+$ 
+16,336 
+$ 
+(77,310 
+) 
+Deferred 
+156,003 
+146,842 
+145,198 
+155,491 
+163,178 
+67,888 
+State income tax expense: 
+Current 
+12,455 
+6,056 
+19 
+Deferred 
+5,483 
+13,196 
+3,246 
+17,938 
+19,252 
+3,265 
+Foreign income tax expense (benefit): 
+Current 
+3,817 
+6,579 
+2,657 
+Deferred 
+(1,050 
+) 
+(1,071 
+) 
+(954 
+) 
+2,767 
+5,508 
+1,703 
+Total income tax expense (benefit): 
+Current 
+15,760 
+28,971 
+(74,634 
+) 
+Deferred 
+160,436 
+158,967 
+147,490 
+Total income tax expense: 
+$ 
+176,196 
+$ 
+187,938 
+$ 
+72,856 
+The difference between the statutory federal income tax rate and the effective income tax rate for the
+years ended December 31, 2012, 2011 and 2010 is summarized as follows: 
+2012 
+2011 
+2010 
+Statutory tax rate 
+35.0 
+% 
+35.0 
+% 
+35.0 
+% 
+State income taxes 
+2.5 
+2.5 
+1.1 
+Permanent differences 
+(0.2 
+) 
+(0.1 
+) 
+2.3 
+Other, net 
+(0.3 
+) 
+(0.6 
+) 
+(0.2 
+) 
+Effective tax rate 
+37.0 
+% 
+36.8 
+% 
+38.2 
+% 
+The Domestic Production Activities Deduction was enacted as part of the American Jobs Creation Act of 2004
+(as revised by the Emergency Economic Stabilization Act of 2008,) and allows a deduction of 9% in 2010 and thereafter on the lesser of qualified production activities income or taxable income. The permanent difference for 2010 reflects the recapture
+of a portion of this deduction due to the carryback of the 2010 net operating loss to prior years. The permanent difference for 2011 does not include any deduction as it is limited to taxable income and the Company had a tax loss in 2011. The
+permanent difference for 2012 does not include any deduction as it is limited to taxable income and the Company does not have taxable income in 2012 due to the utilization of net operating loss carryforwards. 
+F-26
+The tax effect of significant temporary differences representing deferred tax assets and
+liabilities and changes therein were as follows (in thousands): 
+December 
+31, 
+2012 
+Net 
+Change 
+December 
+31, 
+2011 
+Net 
+Change 
+December 
+31, 
+2010 
+Net 
+Change 
+December 
+31, 
+2009 
+Deferred tax assets: 
+Current: 
+Net operating loss carryforwards 
+$ 
+18,914 
+$ 
+(95,662 
+) 
+$ 
+114,576 
+$ 
+114,576 
+$ 
+— 
+$ 
+— 
+$ 
+— 
+Workers’ compensation allowance 
+25,078 
+1,074 
+24,004 
+714 
+23,290 
+(1,334 
+) 
+24,624 
+Other 
+20,451 
+1,651 
+18,800 
+146 
+18,654 
+(962 
+) 
+19,616 
+64,443 
+(92,937 
+) 
+157,380 
+115,436 
+41,944 
+(2,296 
+) 
+44,240 
+Non-current: 
+Net operating loss carryforwards 
+11,762 
+(6,672 
+) 
+18,434 
+11,969 
+6,465 
+1,593 
+4,872 
+Expense associated with employee stock options 
+14,672 
+1,944 
+12,728 
+1,476 
+11,252 
+2,123 
+9,129 
+Federal benefit of foreign deferred tax liabilities 
+— 
+— 
+— 
+— 
+— 
+(9,160 
+) 
+9,160 
+Federal benefit of state deferred tax liabilities 
+22,022 
+1,762 
+20,260 
+7,105 
+13,155 
+3,383 
+9,772 
+Other 
+15,124 
+4,454 
+10,670 
+(5,361 
+) 
+16,031 
+6,546 
+9,485 
+63,580 
+1,488 
+62,092 
+15,189 
+46,903 
+4,485 
+42,418 
+Total deferred tax assets 
+128,023 
+(91,449 
+) 
+219,472 
+130,625 
+88,847 
+2,189 
+86,658 
+Deferred tax liabilities: 
+Current: 
+Other 
+(11,484 
+) 
+3,171 
+(14,655 
+) 
+474 
+(15,129 
+) 
+(3,766 
+) 
+(11,363 
+) 
+Non-current: 
+Property and equipment basis difference 
+(905,597 
+) 
+(69,774 
+) 
+(835,823 
+) 
+(289,168 
+) 
+(546,655 
+) 
+(133,542 
+) 
+(413,113 
+) 
+Other 
+(15,285 
+) 
+(2,384 
+) 
+(12,901 
+) 
+(1,231 
+) 
+(11,670 
+) 
+(709 
+) 
+(10,961 
+) 
+(920,882 
+) 
+(72,158 
+) 
+(848,724 
+) 
+(290,399 
+) 
+(558,325 
+) 
+(134,251 
+) 
+(424,074 
+) 
+Total deferred tax liabilities 
+(932,366 
+) 
+(68,987 
+) 
+(863,379 
+) 
+(289,925 
+) 
+(573,454 
+) 
+(138,017 
+) 
+(435,437 
+) 
+Net deferred tax liability 
+$ 
+(804,343 
+) 
+$ 
+(160,436 
+) 
+$ 
+(643,907 
+) 
+$ 
+(159,300 
+) 
+$ 
+(484,607 
+) 
+$ 
+(135,828 
+) 
+$ 
+(348,779 
+) 
+In assessing the realizability of deferred tax assets, management considers whether it is more likely than
+not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become
+deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company expects the deferred tax assets at December 31, 2012 and
+2011 to be realized as a result of the reversal of existing taxable temporary differences giving rise to deferred tax liabilities and the generation of taxable income; therefore, no valuation allowance is considered necessary. 
+F-27
+Other deferred tax assets consist primarily of the tax effect of various allowance accounts
+and tax-deferred expenses expected to generate future tax benefits of approximately $35.6 million. Other deferred tax liabilities consist primarily of the tax effect of receivables from insurance companies and tax-deferred income not yet recognized
+for tax purposes. 
+For income tax purposes, the Company has approximately $54.0 million of federal net operating losses and
+approximately $169.0 million of state net operating losses that can be carried forward as of December 31, 2012. The federal net operating loss that can be carried forward, if unused, would expire in 2031. The state net operating losses that can
+be carried forward, if unused, are scheduled to expire as follows: 2014 — $4.1 million; 2015 — $12.9 million; 2016 — $8.3 million; 2028 — $14.5 million; 2029 — $29.8 million; 2030 — $17.1 million and 2031 — $82.3
+million. 
+As of December 31, 2012, the Company had no unrecognized tax benefits. The Company has established a policy to
+account for interest and penalties related to uncertain income tax positions as operating expenses. As of December 31, 2012, the tax years ended December 31, 2009 through December 31, 2011 are open for examination by U.S. taxing
+authorities. As of December 31, 2012, the tax years ended December 31, 2008 through December 31, 2011 are open for examination by Canadian taxing authorities. 
+On January 1, 2010, the Company converted its Canadian operations from a Canadian branch to a controlled foreign corporation for federal income tax purposes. Because the statutory tax rates in Canada
+are lower than those in the United States, this transaction triggered a $5.1 million reduction in deferred tax liabilities, which is being amortized as a reduction to deferred income tax expense over the weighted average remaining useful life of the
+Canadian assets. 
+As a result of the above conversion, the Company’s Canadian assets are no longer directly subject to
+United States taxation, provided that the related unremitted earnings are permanently reinvested in Canada. Effective January 1, 2010, the Company has elected to permanently reinvest these unremitted earnings in Canada, and intends to do so for
+the foreseeable future. As a result, no deferred United States federal or state income taxes have been provided on such unremitted foreign earnings, which totaled approximately $27.8 million as of December 31, 2012. The unrecognized deferred
+tax liability associated with these earnings was approximately $4.2 million, net of available foreign tax credits. This liability would be recognized if the Company received a dividend of the unremitted earnings. 
+14. 
+Employee Benefits 
+The Company maintains a 401(k) plan for all eligible employees. The Company’s operating results include expenses
+of approximately $5.4 million in 2012, $4.6 million in 2011 and $3.1 million in 2010 for the Company’s contributions to the plan. 
+15. 
+Business Segments 
+The Company’s revenues, operating profits and identifiable assets are primarily attributable to three business
+segments: (i) contract drilling of oil and natural gas wells, (ii) pressure pumping services and (iii) the investment, on a non-operating working interest basis, in oil and natural gas properties. Each of these segments represents a
+distinct type of business. These segments have separate management teams which report to the Company’s chief operating decision maker. The results of operations in these segments are regularly reviewed by the chief operating decision maker for
+purposes of determining resource allocation and assessing performance. As discussed in Note 2, in January 2010, the Company exited the drilling and completion fluids services business which previously was reported as a business segment. Operating
+results for that business for the year ended December 31, 2010 is presented as discontinued operations in the consolidated statements of operations. Also included in discontinued operations for the years ended December 31, 2011 and 2010
+are the operating results for an electric wireline business that was acquired on October 1, 2010 and sold in January 2011. 
+Contract Drilling — The Company markets its contract drilling services to major and independent oil and natural gas operators.
+As of December 31, 2012, the Company had 314 marketable land-based drilling rigs in the continental United States, Alaska and western and northern Canada. 
+F-28
+For the years ended December 31, 2012, 2011 and, 2010, contract drilling revenue earned
+in Canada was $79.4 million, $106 million and $65.7 million, respectively. Additionally, long-lived assets within the contract drilling segment located in Canada totaled $72.6 million and $69.8 million as of December 31, 2012 and 2011,
+respectively. 
+Pressure Pumping — The Company provides pressure pumping services to oil and natural gas operators
+primarily in Texas and the Appalachian Basin. Pressure pumping services are primarily well stimulation and cementing for the completion of new wells and remedial work on existing wells. Well stimulation involves processes inside a well designed to
+enhance the flow of oil, natural gas, or other desired substances from the well. Cementing is the process of inserting material between the hole and the pipe to center and stabilize the pipe in the hole. 
+Oil and Natural Gas — The Company owns and invests in oil and natural gas assets as a non-operating working interest owner.
+The Company’s oil and natural gas interests are located primarily in Texas and New Mexico. 
+F-29
+The following tables summarize selected financial information relating to the Company’s
+business segments (in thousands): 
+Years Ended December 31, 
+2012 
+2011 
+2010 
+Revenues: 
+Contract drilling 
+$ 
+1,826,519 
+$ 
+1,673,629 
+$ 
+1,085,722 
+Pressure pumping 
+841,771 
+845,803 
+350,608 
+Oil and natural gas 
+59,930 
+50,559 
+30,425 
+Total segment revenues 
+2,728,220 
+2,569,991 
+1,466,755 
+Elimination of intercompany revenues(a) 
+(4,806 
+) 
+(4,048 
+) 
+(3,824 
+) 
+Total revenues 
+$ 
+2,723,414 
+$ 
+2,565,943 
+$ 
+1,462,931 
+Income from continuing operations before income taxes: 
+Contract drilling 
+$ 
+349,393 
+$ 
+346,083 
+$ 
+140,483 
+Pressure pumping 
+132,795 
+193,440 
+62,194 
+Oil and natural gas 
+27,210 
+23,982 
+12,455 
+509,398 
+563,505 
+215,132 
+Corporate and other 
+(45,843 
+) 
+(42,903 
+) 
+(37,019 
+) 
+Net gain on asset disposals(b) 
+33,806 
+4,999 
+22,812 
+Interest income 
+554 
+187 
+1,674 
+Interest expense 
+(22,750 
+) 
+(15,652 
+) 
+(12,772 
+) 
+Other 
+508 
+582 
+927 
+Income from continuing operations before income taxes 
+$ 
+475,673 
+$ 
+510,718 
+$ 
+190,754 
+Identifiable assets: 
+Contract drilling 
+$ 
+3,538,289 
+$ 
+3,252,116 
+$ 
+2,678,250 
+Pressure pumping 
+784,128 
+748,643 
+533,597 
+Oil and natural gas 
+54,188 
+44,990 
+36,508 
+Corporate and other(c) 
+180,306 
+176,152 
+174,676 
+Total assets 
+$ 
+4,556,911 
+$ 
+4,221,901 
+$ 
+3,423,031 
+Depreciation, depletion, amortization and impairment: 
+Contract drilling 
+$ 
+390,316 
+$ 
+344,312 
+$ 
+280,458 
+Pressure pumping 
+111,062 
+73,279 
+40,724 
+Oil and natural gas 
+21,417 
+16,962 
+10,950 
+Corporate and other 
+3,819 
+2,726 
+1,361 
+Total depreciation, depletion, amortization and impairment 
+$ 
+526,614 
+$ 
+437,279 
+$ 
+333,493 
+Capital expenditures: 
+Contract drilling 
+$ 
+744,949 
+$ 
+784,686 
+$ 
+655,550 
+Pressure pumping 
+194,117 
+198,061 
+51,064 
+Oil and natural gas 
+29,888 
+22,884 
+23,067 
+Corporate and other 
+5,034 
+5,947 
+8,409 
+Total capital expenditures 
+$ 
+973,988 
+$ 
+1,011,578 
+$ 
+738,090 
+(a) 
+Includes contract drilling intercompany revenues related to drilling services provided to the oil and natural gas exploration and production segment.
+F-30
+(b) 
+Net gains or losses associated with the disposal of assets relate to corporate strategy decisions of the executive management group. Accordingly, the related gains or
+losses have been separately presented and excluded from the results of specific segments. 
+(c) 
+Corporate and other assets primarily include identifiable assets associated with assets held for sale as well as cash on hand, income taxes receivable and certain
+deferred federal income tax assets. 
+16. 
+Concentrations of Credit Risk 
+Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of
+demand deposits, temporary cash investments and trade receivables. 
+The Company believes it has placed its demand deposits and
+temporary cash investments with high credit-quality financial institutions. At December 31, 2012 and 2011, the Company’s demand deposits and temporary cash investments consisted of the following (in thousands): 
+2012 
+2011 
+Deposits in FDIC and SIPC-insured institutions under insurance limits 
+$ 
+270 
+$ 
+289 
+Deposits in FDIC and SIPC-insured institutions over insurance limits 
+161,195 
+50,035 
+Deposits in foreign banks 
+22,511 
+18,823 
+183,976 
+69,147 
+Less outstanding checks and other reconciling items 
+(73,253 
+) 
+(45,201 
+) 
+Cash and cash equivalents 
+$ 
+110,723 
+$ 
+23,946 
+Concentrations of credit risk with respect to trade receivables are primarily focused on companies
+involved in the exploration and development of oil and natural gas properties. The concentration is somewhat mitigated by the diversification of customers for which the Company provides services. As is general industry practice, the Company
+typically does not require customers to provide collateral. No significant losses from individual customers were experienced during the years ended December 31, 2012, 2011 or 2010. The Company recorded a $1.1 million provision for bad debt in
+2012. No provision for bad debts was recognized in 2011. The Company recorded a negative provision for bad debts of $2.0 million in 2010. 
+17. 
+Fair Values of Financial Instruments 
+The carrying values of cash and cash equivalents, trade receivables and accounts payable approximate fair value due to
+the short-term maturity of these items. 
+The estimated fair value of the Company’s outstanding debt balances (including
+current portion) as of December 31, 2012 and 2011 is set forth below (in thousands): 
+December 31, 2012 
+December 31, 2011 
+Carrying 
+Value 
+Fair 
+Value 
+Carrying 
+Value 
+Fair 
+Value 
+Borrowings under credit agreements: 
+Revolving credit facilities 
+$ 
+— 
+$ 
+— 
+$ 
+110,000 
+$ 
+110,000 
+Term loan facilities 
+98,750 
+98,750 
+92,500 
+92,500 
+4.97% Series A Senior Notes 
+300,000 
+329,281 
+300,000 
+315,942 
+4.27% Series B Senior Notes 
+300,000 
+310,591 
+— 
+— 
+Total debt 
+$ 
+698,750 
+$ 
+738,622 
+$ 
+502,500 
+$ 
+518,442 
+The carrying values of the balances outstanding under the term loan facilities and revolving credit
+facilities approximate their fair values as these instruments have floating interest rates. The fair value of the Series A Notes at December 31, 2012 and 2011 and the Series B Notes at December 31, 2012 are based on discounted
+F-31
+cash flows associated with the respective notes using current market rates of interest at those respective dates. These fair value estimates are based on observable market inputs and are
+considered level 2 fair value estimates in the fair value hierarchy of fair value accounting. 
+18. 
+Quarterly Financial Information (in thousands, except per share amounts) (unaudited) 
+1 st 
+Quarter 
+2 nd 
+Quarter 
+3rd Quarter 
+4th Quarter 
+2011 
+Operating revenues 
+$ 
+567,404 
+$ 
+600,064 
+$ 
+673,828 
+$ 
+724,647 
+Operating income 
+117,547 
+131,860 
+132,294 
+143,900 
+Income from continuing operations, net of income taxes 
+71,619 
+81,638 
+81,928 
+87,595 
+Loss from discontinued operations, net of income taxes 
+(367 
+) 
+— 
+— 
+— 
+Net income 
+71,252 
+81,638 
+81,928 
+87,595 
+Basic income per common share: 
+From continuing operations 
+$ 
+0.46 
+$ 
+0.53 
+$ 
+0.53 
+$ 
+0.56 
+From discontinued operations 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+0.00 
+Net income 
+$ 
+0.46 
+$ 
+0.53 
+$ 
+0.53 
+$ 
+0.56 
+Diluted income per common share: 
+From continuing operations 
+$ 
+0.46 
+$ 
+0.52 
+$ 
+0.53 
+$ 
+0.56 
+From discontinued operations 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+0.00 
+Net income 
+$ 
+0.46 
+$ 
+0.52 
+$ 
+0.53 
+$ 
+0.56 
+2012 
+Operating revenues 
+$ 
+745,921 
+$ 
+681,112 
+$ 
+643,631 
+$ 
+652,750 
+Operating income 
+157,664 
+150,894 
+88,594 
+100,209 
+Income from continuing operations, net of income taxes 
+97,274 
+92,538 
+50,806 
+58,859 
+Loss from discontinued operations, net of income taxes 
+— 
+— 
+— 
+— 
+Net income 
+97,274 
+92,538 
+50,806 
+58,859 
+Basic income per common share: 
+From continuing operations 
+$ 
+0.62 
+$ 
+0.60 
+$ 
+0.34 
+$ 
+0.40 
+From discontinued operations 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+0.00 
+Net income 
+$ 
+0.62 
+$ 
+0.60 
+$ 
+0.34 
+$ 
+0.40 
+Diluted income per common share: 
+From continuing operations 
+$ 
+0.62 
+$ 
+0.60 
+$ 
+0.33 
+$ 
+0.40 
+From discontinued operations 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+0.00 
+$ 
+0.00 
+Net income 
+$ 
+0.62 
+$ 
+0.60 
+$ 
+0.33 
+$ 
+0.40 
+As discussed in Note 2, the Company exited the drilling and completion fluids services business in January
+2010 and sold the wireline business in January 2011. The results of operations related to those businesses have been reclassified and presented as discontinued operations in the quarterly financial information above. 
+F-32
+PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES 
+SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS 
+Description 
+Beginning 
+Balance 
+Charged to 
+Costs and 
+Expenses 
+Deductions(1) 
+Ending 
+Balance 
+(In thousands) 
+Year Ended December 31, 2012 
+Deducted from asset accounts: 
+Allowance for doubtful accounts 
+$ 
+4,887 
+$ 
+1,100 
+$ 
+2,474 
+$ 
+3,513 
+Year Ended December 31, 2011 
+Deducted from asset accounts: 
+Allowance for doubtful accounts 
+$ 
+5,114 
+$ 
+0 
+$ 
+227 
+$ 
+4,887 
+Year Ended December 31, 2010 
+Deducted from asset accounts: 
+Allowance for doubtful accounts 
+$ 
+10,911 
+$ 
+(2,000 
+) 
+$ 
+3,797 
+$ 
+5,114 
+(1) 
+Consists of uncollectible accounts written off. 
+S-1
+SIGNATURES 
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Patterson-UTI Energy, Inc. has duly caused this Report on Form 10-K to be signed on its behalf by the
+undersigned, thereunto duly authorized. 
+PATTERSON-UTI ENERGY, INC. 
+By: 
+/s/ William Andrew Hendricks, Jr. 
+William Andrew Hendricks, Jr. 
+President and Chief Executive Officer 
+Date: February 13, 2013 
+Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed by the following persons on behalf of Patterson-UTI Energy, Inc. and in the capacities
+indicated as of February 13, 2013. 
+Signature 
+Title 
+/s/ Mark S. Siegel 
+Chairman of the Board 
+Mark S. Siegel 
+/s/ William Andrew Hendricks, Jr. 
+President and Chief Executive Officer 
+William Andrew Hendricks, Jr. 
+(Principal Executive Officer) 
+/s/ John E. Vollmer III 
+Senior Vice President — Corporate Development, 
+John E. Vollmer III 
+Chief Financial Officer and Treasurer 
+(Principal Financial and Accounting Officer) 
+/s/ Kenneth N. Berns 
+Senior Vice President and Director 
+Kenneth N. Berns 
+/s/ Charles O. Buckner 
+Director 
+Charles O. Buckner 
+/s/ Michael W. Conlon 
+Director 
+Michael W. Conlon 
+/s/ Curtis W. Huff 
+Director 
+Curtis W. Huff 
+/s/ Terry H. Hunt 
+Director 
+Terry H. Hunt 
+Director 
+Kenneth R. Peak 
+/s/ Cloyce A. Talbott 
+Director 
+Cloyce A. Talbott 
+EXHIBIT INDEX 
+2.1 
+Asset Purchase Agreement dated July 2, 2010 by and among Patterson-UTI Energy, Inc., Portofino Acquisition Company (n/k/a Universal Pressure Pumping, Inc.), Key Energy Pressure
+Pumping Services, LLC, Key Electric Wireline Services, LLC and Key Energy Services, Inc. (filed July 6, 2010 as Exhibit 2.1 to the Company’s Current Report on Form 8-K and incorporated herein by reference). 
+2.2 
+Letter Agreement dated September 1, 2010 by and among Patterson-UTI Energy, Inc., Universal Pressure Pumping, Inc., Universal Wireline, Inc., Key Energy Services, Inc., Key Energy
+Pressure Pumping Services, LLC, and Key Electric Wireline Services LLC (filed November 1, 2010 as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 and incorporated herein by
+reference). 
+2.3 
+Letter Agreement dated October 1, 2010 by and among Patterson-UTI Energy, Inc., Universal Pressure Pumping, Inc., Universal Wireline, Inc., Key Energy Services, Inc., Key Energy
+Pressure Pumping Services, LLC, and Key Electric Wireline Services LLC (filed November 1, 2010 as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 and incorporated herein by
+reference). 
+3.1 
+Restated Certificate of Incorporation, as amended (filed August 9, 2004 as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30,
+2004 and incorporated herein by reference). 
+3.2 
+Amendment to Restated Certificate of Incorporation, as amended (filed August 9, 2004 as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period
+ended June 30, 2004 and incorporated herein by reference). 
+3.3 
+Certificate of Elimination with respect to Series A Participating Preferred Stock (filed October 27, 2011 as Exhibit 3.1 to the Company’s Current Report on Form 8-K and
+incorporated herein by reference). 
+3.4 
+Second Amended and Restated Bylaws (filed August 6, 2007 as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 and
+incorporated herein by reference). 
+10.1 
+Registration Rights Agreement with Bear, Stearns and Co. Inc., dated March 25, 1994, as assigned to REMY Capital Partners III, L.P. (filed March 19, 2002 as Exhibit 4.3 to the
+Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and incorporated herein by reference). 
+10.2 
+Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term Incentive Plan (filed July 28, 2003 as Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q for the
+quarterly period ended June 30, 2003 and incorporated herein by reference).* 
+10.3 
+Amendment to the Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term Incentive Plan (filed August 9, 2004 as Exhibit 10.7 to the Company’s Quarterly Report on Form
+10-Q for the quarterly period ended June 30, 2004 and incorporated herein by reference).* 
+10.4 
+Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan, including Form of Executive Officer Restricted Stock Award Agreement, Form of Executive Officer Stock Option Agreement,
+Form of Non-Employee Director Restricted Stock Award Agreement and Form of Non-Employee Director Stock Option Agreement (filed June 21, 2005 as Exhibit 10.1 to the Company’s Current Report on Form 8-K, and incorporated herein by
+reference).* 
+10.5 
+First Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed June 6, 2008 as Exhibit 10.1 to the Company’s Current Report on Form 8-K and incorporated
+herein by reference). 
+10.6 
+Second Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed June 6, 2008 as Exhibit 10.2 to the Company’s Current Report on Form 8-K and
+incorporated herein by reference). 
+10.7 
+Third Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed April 27, 2010 as Exhibit 10.1 to the Company’s Current Report on Form 8-K and
+incorporated herein by reference).* 
+10.8 
+Fourth Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed April 27, 2010 as Exhibit 10.2 to the Company’s Current Report on Form 8-K and
+incorporated herein by reference).* 
+10.9 
+Fifth Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed August 2, 2010 as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q and
+incorporated herein by reference).* 
+10.10 
+Form of Cash-Settled Performance Unit Award Agreement pursuant to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan, as amended from time to time (filed February 19, 2010
+as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference).* 
+10.11 
+Form of Amendment to Cash-Settled Performance Unit Award Agreement under the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed May 4, 2010 as Exhibit 10.3 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 and incorporated herein by reference).* 
+10.12 
+Form of Share-Settled Performance Unit Award Agreement under the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (filed August 2, 2010 as Exhibit 10.5 to the Company’s
+Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 and incorporated herein by reference).* 
+10.13 
+Form of Letter Agreement regarding termination, effective as of January 29, 2004, entered into by Patterson-UTI Energy, Inc. with each of Mark S. Siegel, Kenneth N. Berns and John
+E. Vollmer III (filed on February 25, 2005 as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference).* 
+10.14 
+Letter Agreement dated February 6, 2006 between Patterson-UTI Energy, Inc. and John E. Vollmer III (filed May 1, 2006 as Exhibit 10.25 to the Company’s Annual Report on Form
+10-K, as amended, and incorporated herein by reference).* 
+10.15 
+Employment Agreement, dated as of September 1, 2007 between Patterson-UTI Management Services, LLC and Douglas J. Wall (filed September 24, 2012 as Exhibit 10.1 to the
+Company’s Current Report on Form 8-K, and incorporated herein by reference).* 
+10.16 
+Employment Agreement, effective as of January 1, 2012, by and between Patterson-UTI Drilling Company LLC and James M. Holcomb (filed February 10, 2012 as Exhibit 10.17 to the
+Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).* 
+10.17 
+Form of Indemnification Agreement entered into by Patterson-UTI Energy, Inc. with each of Mark S. Siegel, Cloyce A. Talbott, Douglas J. Wall, Kenneth N. Berns, Curtis W. Huff, Terry
+H. Hunt, Kenneth R. Peak, Charles O. Buckner, John E. Vollmer III, Seth D. Wexler, William Andrew Hendricks, Jr. and Michael W. Conlon (filed April 28, 2004 as Exhibit 10.11 to the Company’s Annual Report on Form 10-K, as amended, for the year
+ended December 31, 2003 and incorporated herein by reference).* 
+10.18 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of January 29, 2004, by and between Patterson-UTI Energy, Inc. and Mark S. Siegel (filed on February 4, 2004 as
+Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).* 
+10.19 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of August 31, 2007, by and between Patterson-UTI Energy, Inc. and Douglas J. Wall (filed September 4, 2007 as
+Exhibit 10.2 to the Company’s Current Report on Form 8-K and incorporated herein by reference).* 
+10.20 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of January 29, 2004, by and between Patterson-UTI Energy, Inc. and Kenneth N. Berns (filed on February 4, 2004
+as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).* 
+10.21 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of January 29, 2004, by and between Patterson-UTI Energy, Inc. and John E. Vollmer III (filed on
+February 4, 2004 as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).* 
+10.22 
+First Amendment to Change in Control Agreement Between Patterson-UTI Energy, Inc. and Mark S. Siegel, entered into November 1, 2007 (filed November 5, 2007 as Exhibit 10.8 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 and incorporated herein by reference).* 
+10.23 
+First Amendment to Change in Control Agreement Between Patterson-UTI Energy, Inc. and Douglas J. Wall, entered into November 1, 2007 (filed November 5, 2007 as Exhibit 10.9 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 and incorporated herein by reference).* 
+10.24 
+First Amendment to Change in Control Agreement Between Patterson-UTI Energy, Inc. and John E. Vollmer, III, entered into November 1, 2007 (filed November 5, 2007 as Exhibit 10.10 to
+the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 and incorporated herein by reference).* 
+10.25 
+First Amendment to Change in Control Agreement Between Patterson-UTI Energy, Inc. and Kenneth N. Berns, entered into November 1, 2007 (filed November 5, 2007 as Exhibit 10.11 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 and incorporated herein by reference).* 
+10.26 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of November 2, 2009, by and between Patterson-UTI Energy, Inc. and Seth D. Wexler (filed November 2, 2009 as
+Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 and incorporated herein by reference).* 
+10.27 
+Patterson-UTI Energy, Inc. Change in Control Agreement, effective as of April 2, 2012, by and between Patterson-UTI Energy, Inc. and William Andrew Hendricks, Jr. (filed July 30,
+2012 as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 and incorporated herein by reference).* 
+10.28 
+Form of Offer Letter to William Andrew Hendricks, Jr. dated March 14, 2012 (filed March 16, 2012 as Exhibit 99.3 to the Company’s Current Report on Form 8-K and incorporated
+herein by reference).* 
+10.29 
+Severance Agreement, effective as of April 2, 2012, by and between Patterson-UTI Energy, Inc. and William A. Hendricks, Jr. (filed July 30, 2012 as Exhibit 10.2 to the
+Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2012 and incorporated herein by reference).* 
+10.30 
+Credit Agreement dated September 27, 2012, among Patterson-UTI Energy, Inc., as borrower, Wells Fargo Bank, N.A., as administrative agent, letter of credit issuer, swing line lender
+and lender and each of the other letter of credit issuer and lender parties thereto (filed September 28, 2012 as Exhibit 10.1 to the Company’s Current Report on Form 8-K and incorporated herein by reference). 
+10.31 
+Note Purchase Agreement dated October 5, 2010 by and among Patterson-UTI Energy, Inc. and the purchasers named therein (filed October 6, 2010 as Exhibit 10.1 to the Company’s
+Current Report on Form 8-K and incorporated herein by reference). 
+10.32 
+Note Purchase Agreement dated June 14, 2012 by and among Patterson-UTI Energy, Inc. and the purchasers named therein (filed June 18, 2012 as Exhibit 10.1 to the Company’s
+Current Report on Form 8-K and incorporated herein by reference). 
+21.1 
+Subsidiaries of the Registrant.+ 
+23.1 
+Consent of Independent Registered Public Accounting Firm.+ 
+31.1 
+Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
+amended.+ 
+31.2 
+Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.+ 
+32.1 
+Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
+2002.+ 
+101 
+The following materials from Patterson-UTI Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting
+Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated
+Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.+ 
+* 
+Management Contract or Compensatory Plan identified as required by Item 15(a)(3) of Form 10-K. 
++ 
+Filed herewith.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2012/0001193125-13-054428/filing_metadata.csv b/raw/filings/0000889900/2012/0001193125-13-054428/filing_metadata.csv
new file mode 100644
index 0000000000000000000000000000000000000000..3f967be89f21ff83e26e73632318811fbddc5441
--- /dev/null
+++ b/raw/filings/0000889900/2012/0001193125-13-054428/filing_metadata.csv
@@ -0,0 +1,2 @@
+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000889900,PTEN,PATTERSON UTI ENERGY INC,10-K,2013-02-13,2012-12-31,2013-02-13T18:25:18.000Z,0001193125-13-054428,d447869d10k.htm,FORM 10-K,11378213,1,0,https://www.sec.gov/Archives/edgar/data/889900/000119312513054428/d447869d10k.htm,https://www.sec.gov/Archives/edgar/data/889900/000119312513054428/,2012,2012,1
diff --git a/raw/filings/0000889900/2012/0001193125-13-054428/item1.txt b/raw/filings/0000889900/2012/0001193125-13-054428/item1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..525af7569b4b026c1acf11600d805bbb0637863b
--- /dev/null
+++ b/raw/filings/0000889900/2012/0001193125-13-054428/item1.txt
@@ -0,0 +1,368 @@
+Item 1. 
+Business 
+Available Information 
+This Report, along with our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished
+pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge through our internet website ( www.patenergy.com ) as soon as reasonably practicable after we electronically file such material with, or furnish it to,
+the SEC. The information contained on our website is not part of this Report or other filings that we make with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
+Washington, DC 20549. You may obtain information on the operation 
+2 
+of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site ( www.sec.gov ) that contains reports, proxy and information statements and other
+information regarding issuers that file electronically with the SEC. 
+Overview 
+We own and operate one of the largest fleets of land-based drilling rigs in the United States. The Company was formed in 1978 and
+reincorporated in 1993 as a Delaware corporation. Our contract drilling business operates in the continental United States, Alaska, and western and northern Canada. 
+As of December 31, 2012, we had a drilling fleet that consisted of 314 marketable land-based drilling rigs. A drilling rig includes the structure, power source and machinery necessary to cause a
+drill bit to penetrate the earth to a depth desired by the customer. A drilling rig is considered marketable at a point in time if it is operating or can be made ready to operate without significant capital expenditures. We also have a substantial
+inventory of drill pipe and drilling rig components. 
+We provide pressure pumping services to oil and natural gas operators
+primarily in Texas and the Appalachian Basin. Pressure pumping services consist primarily of well stimulation and cementing for completion of new wells and remedial work on existing wells. 
+We also own and invest in oil and natural gas assets as a non-operating working interest owner. Our oil and natural gas working interests
+are located primarily in Texas and New Mexico. 
+Prior to January 20, 2010, we provided drilling fluids, completion fluids
+and related services to oil and natural gas operators offshore in the Gulf of Mexico and on land in Texas, New Mexico, Oklahoma and Louisiana. We sold our drilling and completion fluids services business on January 20, 2010. On October 1,
+2010, we acquired the assets and operations of a pressure pumping business and an electric wireline business. The electric wireline business that we acquired was classified as held for sale at December 31, 2010 and sold on January 27,
+2011. The results of our drilling and completion fluids services business and our electric wireline business are presented as discontinued operations in this Report. 
+Industry Segments 
+Our revenues, operating profits and identifiable assets
+are primarily attributable to three industry segments: 
+• 
+contract drilling services, 
+• 
+pressure pumping services, and 
+• 
+oil and natural gas exploration and production. 
+All of our industry segments had operating profits in 2012, 2011 and 2010. 
+See
+“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15 of Notes to Consolidated Financial Statements included as a part of Items 7 and 8, respectively, of this Report for financial
+information pertaining to these industry segments. 
+Contract Drilling Operations 
+General — We market our contract drilling services to major and independent oil and natural gas operators. As of
+December 31, 2012, we had 314 marketable land-based drilling rigs based in the following regions: 
+• 
+70 in west Texas and southeastern New Mexico, 
+• 
+43 in north central and east Texas, northern Louisiana, Arkansas and eastern Oklahoma, 
+• 
+52 in the Rocky Mountain region (Colorado, Utah, Wyoming, Montana, North Dakota, Nebraska and Alaska), 
+• 
+66 in south Texas, 
+3 
+• 
+29 in the Texas panhandle, western Oklahoma and Kansas, 
+• 
+36 in the Appalachian/Midwest region (Pennsylvania, Ohio, West Virginia and Michigan), 
+• 
+18 in western and northern Canada. 
+Our marketable drilling rigs have rated maximum depth capabilities ranging from 5,250 feet to 25,000 feet. Of these drilling rigs, 167 are electric rigs and 147 are mechanical rigs. An electric rig
+differs from a mechanical rig in that the electric rig converts the power from its engines (the sole energy source for a mechanical rig) into electricity to power the rig. We also have a substantial inventory of drill pipe and drilling rig
+components, which may be used in the activation of additional drilling rigs or as replacement parts for marketable rigs. 
+Drilling rigs are typically equipped with engines, drawworks, masts, pumps to circulate the drilling fluid, blowout preventers, drill pipe
+and other related equipment. Over time, components on a drilling rig are replaced or rebuilt. We spend significant funds each year as part of a program to modify, upgrade and maintain our drilling rigs to ensure that our drilling equipment is
+competitive. We have spent over $2.2 billion during the last three years on capital expenditures to (1) build new land drilling rigs and (2) modify, upgrade and extend the lives of components of our drilling fleet. During fiscal years
+2012, 2011 and 2010, we spent approximately $745 million, $785 million and $656 million, respectively, on these capital expenditures. 
+Depth and complexity of the well and drill site conditions are the principal factors in determining the specifications of the rig selected for a particular job. 
+Our contract drilling operations depend on the availability of drill pipe, drill bits, replacement parts and other related rig equipment,
+fuel and other materials and qualified personnel. Some of these have been in short supply from time to time. 
+Drilling
+Contracts — Most of our drilling contracts are with established customers on a competitive bid or negotiated basis. Our drilling contracts are either on a well-to-well basis or a term basis. Well-to-well contracts are generally short-term
+in nature and cover the drilling of a single well or a series of wells. Term contracts are entered into for a specified period of time (frequently six months to three years) and provide for the use of the drilling rig to drill multiple wells. During
+2012, our average number of days to drill a well (which includes moving to the drill site, rigging up and rigging down) was approximately 22 days. 
+Our drilling contracts obligate us to provide and operate a drilling rig and to pay certain operating expenses, including wages of our drilling personnel and necessary maintenance expenses. Most drilling
+contracts are subject to termination by the customer on short notice and may or may not contain provisions for an early termination payment to us in the event that the contract is terminated by the customer. We believe that our drilling contracts
+generally provide for indemnification rights and obligations that are customary for the markets in which we conduct those operations; however, each drilling contract contains the actual terms setting forth our rights and obligations and those of the
+customer, any of which rights and obligations may deviate from what is customary due to particular industry conditions, customer requirements or other factors. 
+Our drilling contracts provide for payment on a daywork, footage or turnkey basis, or a combination thereof. In each case, we provide the rig and crews. Our bid for each job depends upon location, depth
+and anticipated complexity of the well, on-site drilling conditions, equipment to be used, estimated risks involved, estimated duration of the job, availability of drilling rigs and other factors particular to each proposed well. 
+Under daywork contracts, we provide the drilling rig and crew to the customer. The customer supervises the drilling of the well. Our
+compensation is based on a contracted rate per day during the period the drilling rig is utilized. We often receive a lower rate when the drilling rig is moving or when drilling operations are interrupted or restricted by adverse weather conditions
+or other conditions beyond our control. Daywork contracts typically provide separately for mobilization of the drilling rig. All of the wells we drilled in 2012, 2011 and 2010 were under daywork contracts. 
+Under footage contracts, we contract to drill a well to a certain depth under specified conditions for a fixed price per foot. The
+customer provides drilling fluids, casing, cementing and well design expertise. These contracts require us to bear the cost of services and supplies that we provide until the well has been drilled to the
+4 
+agreed-upon depth. If we drill the well in less time than estimated, we have the opportunity to improve our profits over those that would be attainable under a daywork contract. Profits are
+reduced and losses may be incurred if the well requires more days to drill to the contracted depth than estimated. Footage contracts generally contain greater risks for a drilling contractor than daywork contracts. Under footage contracts, the
+drilling contractor typically assumes certain risks associated with loss of the well from fire, blowouts and other risks. Although we have entered into footage contracts in the past, we did not drill any wells under footage contracts in the past
+three years. 
+Under turnkey contracts, we contract to drill a well to a certain depth under specified conditions for a fixed
+fee. In a turnkey arrangement, we are required to bear the costs of services, supplies and equipment beyond those typically provided under a footage contract. In addition to the drilling rig and crew, we are required to provide the drilling and
+completion fluids, casing, cementing, and the technical well design and engineering services during the drilling process. We also typically assume certain risks associated with drilling the well such as fires, blowouts, cratering of the well bore
+and other such risks. Compensation occurs only when the agreed-upon scope of the work has been completed, which requires us to make larger up-front working capital commitments prior to receiving payments under a turnkey drilling contract. Under a
+turnkey contract, we have the opportunity to improve our profits if the drilling process goes as expected and there are no complications or time delays. Given the increased exposure we have under a turnkey contract, however, profits can be
+significantly reduced and losses can be incurred if complications or delays occur during the drilling process. Turnkey contracts generally involve the highest degree of risk among the three different types of drilling contracts. Although we have
+entered into turnkey contracts in the past, we did not drill any wells under turnkey contracts in the past three years. 
+Contract Drilling Activity — Information regarding our contract drilling activity for the last three years follows:
+Year Ended December 31, 
+2012 
+2011 
+2010 
+Average rigs operating per day(1) 
+221 
+216 
+168 
+Number of rigs operated during the year 
+267 
+250 
+220 
+Number of wells drilled during the year 
+3,587 
+3,529 
+2,919 
+Number of operating days 
+80,833 
+78,758 
+61,244 
+(1) 
+A rig is considered to be operating if it is earning revenue pursuant to a contract on a given day. 
+Drilling Rigs and Related Equipment — We have made significant upgrades during the last several years to our drilling fleet to
+match the needs of our customers. While conventional wells remain an important source of natural gas and oil, our customers have expanded the development of shale and other unconventional wells to help supply the long-term demand for natural gas and
+oil in North America. 
+5 
+To address our customers’ needs for drilling wells in the newer
+horizontal shale and other unconventional resource plays, we have expanded our areas of operation and improved the capability of our drilling fleet. We have delivered new APEX ® rigs to the market and have made performance and safety improvements to existing high capacity rigs. APEX 1500 ® rigs are 1,500 horsepower electric rigs with advanced electronic drilling systems, 500 ton top drives, iron roughnecks, hydraulic catwalks, and other highly automated
+pipe handling equipment. APEX 1000 ® rigs are 1,000 horsepower electric rigs with advanced technology equipment
+similar to the APEX 1500 ® rigs, but with a more compact design to fit on smaller locations. APEX WALKING ® rigs are designed to efficiently drill multiple wells from a single pad, by “walking” between the
+wellbores without requiring time to lower the mast and lay down the drill pipe. Some APEX 1500 ® and APEX 1000 ® rigs have also been equipped with walking systems. As of December 31, 2012 our drilling fleet was comprised of
+the following: 
+Number of Rigs 
+Classification 
+U.S. 
+Canada 
+Total 
+APEX
+1500 ® rigs (including four with walking systems) 
+51 
+— 
+51 
+APEX
+1000 ® rigs (including nine with walking systems) 
+15 
+— 
+15 
+APEX
+WALKING ® rigs 
+47 
+— 
+47 
+Other electric rigs 
+46 
+8 
+54 
+Total electric rigs 
+159 
+8 
+167 
+Mechanical rigs 
+137 
+10 
+147 
+Total 
+296 
+18 
+314 
+We estimate the depth capacity with respect to our marketable rigs as of December 31, 2012 to be as
+follows: 
+Number of Rigs 
+Depth Rating (Ft.) 
+U.S. 
+Canada 
+Total 
+5,250 to 7,999 
+— 
+3 
+3 
+8,000 to 11,999 
+25 
+7 
+32 
+12,000 to 15,999 
+149 
+8 
+157 
+16,000 to 25,000 
+122 
+— 
+122 
+Total 
+296 
+18 
+314 
+At December 31, 2012, we owned and operated 312 trucks and 410 trailers used to rig down, transport
+and rig up our drilling rigs. Our ownership of trucks and trailers reduces our dependency upon third parties for these services and generally enhances the efficiency of our contract drilling operations in periods of high drilling rig utilization.
+We perform repair and overhaul work to our drilling rig equipment at our yard facilities located in Texas, Oklahoma, Wyoming,
+Colorado, Pennsylvania and western Canada. 
+Pressure Pumping Operations 
+General — We provide pressure pumping services to oil and natural gas operators primarily in Texas (Southwest Region) and the
+Appalachian Basin (Northeast Region). Pressure pumping services consist of well stimulation and cementing for the completion of new wells and remedial work on existing wells. Wells drilled in shale formations and other unconventional plays require
+well stimulation through fracturing to allow the flow of oil and natural gas. This is accomplished by pumping fluids under pressure into the well bore to fracture the formation. Many wells in conventional plays also receive well stimulation
+services. The cementing process inserts material between the wall of the well bore and the casing to support and stabilize the casing. 
+Pressure Pumping Contracts — Our pressure pumping operations are conducted pursuant to a work order for a specific job or pursuant to a term contract. The term contracts are generally entered
+into for a specified 
+6 
+period of time and may include minimum revenue, usage or stage requirements. We are compensated based on a combination of charges for equipment, personnel, materials, mobilization and other
+items. We believe that our pressure pumping contracts generally provide for indemnification rights and obligations that are customary for the markets in which we conduct those operations; however, each pressure pumping contract contains the actual
+terms setting forth our rights and obligations and those of the customer, any of which rights and obligations may deviate from what is customary due to particular industry conditions, customer requirements or other factors. 
+Equipment — We have pressure pumping equipment used in providing hydraulic and nitrogen fracturing services as well as
+nitrogen, cementing and acid pumping services, with a total of approximately 758,000 hydraulic horsepower as of December 31, 2012. Pressure pumping equipment at December 31, 2012 included: 
+Hydraulic 
+Fracturing 
+Equipment 
+Other 
+Pumping 
+Equipment 
+Total 
+Southwest Region: 
+Number of units 
+162 
+23 
+185 
+Approximate hydraulic horsepower 
+382,850 
+23,510 
+406,360 
+Northeast Region: 
+Number of units 
+157 
+103 
+260 
+Approximate hydraulic horsepower 
+293,400 
+57,800 
+351,200 
+Combined: 
+Number of units 
+319 
+126 
+445 
+Approximate hydraulic horsepower 
+676,250 
+81,310 
+757,560 
+Our pressure pumping operations are supported by a fleet of other equipment including blenders, tractors,
+manifold trailers and numerous trailers for transportation of materials to and from the worksite as well as bins for storage of materials at the worksite. 
+Materials — Our pressure pumping operations require the use of acids, chemicals, proppants, fluid supplies and other materials, any of which can be in short supply, including severe shortages,
+from time to time. We purchase these materials from various suppliers. These purchases are made in the spot market or pursuant to other arrangements that do not cover all of our required supply and that sometimes require us to purchase the supply or
+pay liquidated damages if we do not purchase the material. Given the limited number of suppliers of certain of our materials, we may not always be able to make alternative arrangements if we are unable to reach an agreement with a supplier for
+delivery of any particular material or should one of our suppliers fail to timely deliver our materials. 
+Oil and Natural Gas Interests
+We own and invest in oil and natural gas assets as a non-operating working interest owner. Our oil and natural gas working
+interests are located primarily in producing regions of Texas and New Mexico. Our oil and natural gas assets constituted approximately 1% of our consolidated assets as of December 31, 2012. 
+Customers 
+The customers
+of each of our contract drilling and pressure pumping business segments are oil and natural gas operators. Our customer base includes both major and independent oil and natural gas operators. During 2012, no single customer accounted for 10% or more
+of our consolidated operating revenues. 
+Competition 
+Our contract drilling and pressure pumping businesses are highly competitive. Historically, available equipment used in these businesses has frequently exceeded demand. The price for our services is a key
+competitive factor, in part because equipment used in our businesses can be moved from one area to another in response to market conditions. In addition to price, we believe availability, condition and technical specifications
+7 
+of equipment, quality of personnel, service quality and safety record are key factors in determining which contractor is awarded a job. We expect that the market for land drilling and pressure
+pumping services will continue to be highly competitive. 
+Government and Environmental Regulation 
+All of our operations and facilities are subject to numerous federal, state, foreign, and local laws, rules and regulations related to
+various aspects of our business, including: 
+• 
+drilling of oil and natural gas wells, 
+• 
+hydraulic fracturing, cementing, nitrogen and acidizing and related well servicing activities, 
+• 
+containment and disposal of hazardous materials, oilfield waste, other waste materials and acids, 
+• 
+use of underground storage tanks and injection wells, and 
+• 
+our employees. 
+To date, applicable environmental laws and regulations in the United States and Canada have not required the expenditure of significant resources outside the ordinary course of business. We do not
+anticipate any material capital expenditures for environmental control facilities or extraordinary expenditures to comply with environmental rules and regulations in the foreseeable future. However, compliance costs under existing laws or under any
+new requirements could become material, and we could incur liability in any instance of noncompliance. 
+Our business is
+generally affected by political developments and by federal, state, foreign, and local laws, rules and regulations that relate to the oil and natural gas industry. The adoption of laws, rules and regulations affecting the oil and natural gas
+industry for economic, environmental and other policy reasons could increase costs relating to drilling, completion and production, and otherwise have an adverse effect on our operations. Federal, state, foreign and local environmental laws, rules
+and regulations currently apply to our operations and may become more stringent in the future. Any suspension or moratorium of the services we provide, whether or not short-term in nature, by a federal, state, foreign or local governmental
+authority, could have a material adverse effect on our business, financial condition and results of operation. 
+We believe we
+use operating and disposal practices that are standard in the industry. However, hydrocarbons and other materials may have been disposed of, or released in or under properties currently or formerly owned or operated by us or our predecessors, which
+may have resulted, or may result, in soil and groundwater contamination in certain locations. Any contamination found on, under or originating from the properties may be subject to remediation requirements under federal, state, foreign and local
+laws, rules and regulations. In addition, some of these properties have been operated by third parties over whom we have no control of their treatment of hydrocarbon and other materials or the manner in which they may have disposed of or released
+such materials. We could be required to remove or remediate wastes disposed of or released by prior owners or operators. In addition, it is possible we could be held responsible for oil and natural gas properties in which we own an interest but are
+not the operator. 
+Some of the environmental laws and regulations that are applicable to our business operations are discussed
+in the following paragraphs, but the discussion does not cover all environmental laws and regulations that govern our operations. 
+In the United States, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, commonly known as CERCLA, and comparable state statutes impose strict liability
+on: 
+• 
+owners and operators of sites, and 
+• 
+persons who disposed of or arranged for the disposal of “hazardous substances” found at sites. 
+The Federal Resource Conservation and Recovery Act (“RCRA”), as amended, and comparable state statutes govern the disposal of
+“hazardous wastes.” Although CERCLA currently excludes petroleum from the definition of “hazardous substances,” and RCRA also excludes certain classes of exploration and production
+8 
+wastes from regulation, such exemptions by Congress under both CERCLA and RCRA may be deleted, limited, or modified in the future. If such changes are made to CERCLA and/or RCRA, we could be
+required to remove and remediate previously disposed of materials (including materials disposed of or released by prior owners or operators) from properties (including ground water contaminated with hydrocarbons) and to perform removal or remedial
+actions to prevent future contamination. 
+The Federal Water Pollution Control Act and the Oil Pollution Act of 1990, as
+amended, and implementing regulations govern: 
+• 
+the prevention of discharges, including oil and produced water spills, and 
+• 
+liability for drainage into waters. 
+The Oil Pollution Act imposes strict liability for a comprehensive and expansive list of damages from an oil spill into waters from facilities. Liability may be imposed for oil removal costs and a variety
+of public and private damages. Penalties may also be imposed for violation of federal safety, construction and operating regulations, and for failure to report a spill or to cooperate fully in a clean-up. 
+The Oil Pollution Act also expands the authority and capability of the federal government to direct and manage oil spill clean-up and
+operations, and requires operators to prepare oil spill response plans in cases where it can reasonably be expected that substantial harm will be done to the environment by discharges on or into navigable waters. Failure to comply with ongoing
+requirements or inadequate cooperation during a spill event may subject a responsible party, such as us, to civil or criminal actions. Although the liability for owners and operators is the same under the Federal Water Pollution Act, the damages
+recoverable under the Oil Pollution Act are potentially much greater and can include natural resource damages. 
+Our activities
+include the performance of hydraulic fracturing services to enhance the production of oil and natural gas from formations with low permeability, such as shales and other unconventional formations. Due to concerns raised relating to potential impacts
+of hydraulic fracturing on groundwater quality, legislative and regulatory efforts at the federal level and in some states have been initiated to render permitting and compliance requirements more stringent for hydraulic fracturing or prohibit the
+activity altogether. Such efforts could have an adverse effect on oil and natural gas production activities, which in turn could have an adverse effect on the hydraulic fracturing services that we render for our exploration and production customers.
+See “Item 1A. Risk Factors — Potential Legislation and Regulation Covering Hydraulic Fracturing Could Increase Our Costs and Limit or Delay Our Operations.” 
+In Canada, a variety of Canadian federal, provincial and municipal laws, rules and regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation,
+handling, use, storage, transportation, treatment and disposal of hazardous substances and wastes and in connection with spills, releases and emissions of various substances to the environment. These laws, rules and regulations also require that
+facility sites and other properties associated with our operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. In addition, new projects or changes to existing projects may require the
+submission and approval of environmental assessments or permit applications. These laws, rules and regulations are subject to frequent change, and the clear trend is to place increasingly stringent limitations on activities that may affect the
+environment. 
+Our operations are also subject to federal, state, foreign and local laws, rules and regulations for the control
+of air emissions, including the Federal Clean Air Act and the Canadian Environmental Protection Act. We and our customers may be required to make capital expenditures in the future for air pollution control equipment in connection with obtaining and
+maintaining operating permits and approvals for air emissions. For example, on August 16, 2012, the U.S. Environmental Protection Agency (“EPA”) published final rules that establish new air emission control requirements for natural
+gas and NGL production, processing and transportation activities, including New Source Performance Standards (“NSPS”) and National Emissions Standards for Hazardous Air Pollutants (“NESHAP”) that impose, among other things, new
+standards for completions of hydraulically fractured natural gas wells. For more information, please refer to our discussion under “Item 1A. Risk Factors — Environmental Laws and Regulations, Including Violations Thereof, Could Materially
+Adversely Affect Our Operating Results.” 
+9 
+We are aware of the increasing focus of local, state, national and international regulatory
+bodies on greenhouse gas (“GHG”) emissions and climate change issues. We are also aware of legislation proposed by United States lawmakers and the Canadian legislature to reduce GHG emissions, as well as GHG emissions regulations enacted
+by the EPA and the Canadian provinces of Alberta and British Columbia. We will continue to monitor and assess any new policies, legislation or regulations in the areas where we operate to determine the impact of GHG emissions and climate change on
+our operations and take appropriate actions, where necessary. Any direct and indirect costs of meeting these requirements may adversely affect our business, results of operations and financial condition. See “Item 1A. Risk Factors —
+Legislation and Regulation of Greenhouse Gases Could Adversely Affect Our Business.” 
+Risks and Insurance 
+Our operations are subject to many hazards inherent in the contract drilling and pressure pumping businesses, including inclement weather,
+blowouts, well fires, loss of well control, pollution and reservoir damage. These hazards could cause personal injury or death, work stoppage, and serious damage to equipment and other property, as well as significant environmental and reservoir
+damages. These risks could expose us to substantial liability for personal injury, wrongful death, property damage, loss of oil and natural gas production, pollution and other environmental damages. 
+We have indemnification agreements with many of our customers, and we also maintain liability and other forms of insurance. In general,
+our drilling and pressure pumping contracts typically contain provisions requiring our customer to indemnify us for, among other things, reservoir and certain pollution damage. Our right to indemnification may, however, be unenforceable or limited
+due to negligent or willful acts or omissions by us, our subcontractors and/or suppliers. Our customers may dispute, or be unable to meet, their contractual indemnification obligations to us due to financial, legal or other reasons. Accordingly, we
+may be unable to transfer these risks to our customers by contract or indemnification agreements. Incurring a liability for which we are not fully indemnified or insured could have a material adverse effect on our business, financial condition, cash
+flows and results of operations. 
+We maintain insurance coverage of types and amounts that we believe to be customary for our
+businesses, but we are not fully insured against all risks, either because insurance is not available or because of the high premium costs. The insurance coverage that we maintain includes insurance for fire, windstorm and other risks of physical
+loss to our rigs and certain other assets, employer’s liability, automobile liability, commercial general liability insurance, workers’ compensation and insurance for other specific risks. We cannot assure, however, that any insurance
+obtained by us will be adequate to cover any losses or liabilities, or that this insurance will continue to be available or available on terms that are acceptable to us. While we carry insurance to cover physical damage to, or loss of, our drilling
+rigs and certain other assets, such insurance does not cover the full replacement cost of the rigs or other assets. We have also elected in some cases to accept a greater amount of risk through increased deductibles on certain insurance policies.
+For example, we generally maintain a $1.0 million per occurrence deductible on our workers’ compensation and equipment insurance coverage and a $2.0 million per occurrence self-insured retention on our general liability insurance coverage. We
+self-insure a number of other risks, including loss of earnings and business interruption, and do not carry a significant amount of insurance to cover risks of underground reservoir damage. 
+Our insurance will not in all situations provide sufficient funds to protect us from all liabilities that could result from our
+operations. Our coverage includes aggregate policy limits and exclusions. As a result, we retain the risk for any loss in excess of these limits or that is otherwise excluded from our coverage. There can be no assurance that insurance will be
+available to cover any or all of our operational risks, or, even if available, that insurance premiums or other costs will not rise significantly in the future, so as to make the cost of such insurance prohibitive or that our coverage will cover a
+specific loss. Further, we may experience difficulties in collecting from insurers or such insurers may deny all or a portion of our claims for insurance coverage. 
+If a significant accident or other event occurs and is not fully covered by insurance or an enforceable or recoverable indemnity from a third party, it could have a material adverse effect on our
+business, financial 
+10 
+condition, cash flows and results of operations. See “Item 1A. Risk Factors – Our Operations Are Subject to a Number of Operational Risks, Including Environmental and Weather Risks,
+Which Could Expose Us to Significant Losses and Damage Claims. We Are Not Fully Insured Against All of These Risks and Our Contractual Indemnity Provisions May Not Fully Protect Us.” 
+Employees 
+We had approximately 7,300 full-time employees at
+December 31, 2012. The number of employees fluctuates depending on the current and expected demand for our services. We consider our employee relations to be satisfactory. None of our employees are represented by a union. 
+Seasonality 
+Seasonality
+has not significantly affected our overall operations. However, our drilling operations in Canada and, to a lesser extent, our pressure pumping operations in the Appalachian Basin, are subject to slow periods of activity during the annual Spring
+thaw. 
+Raw Materials and Subcontractors 
+We use many suppliers of raw materials and services. Although these materials and services have historically been available, there is no assurance that such materials and services will continue to be
+available on favorable terms or at all. We also utilize numerous independent subcontractors from various trades.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2012/0001193125-13-054428/item13.txt b/raw/filings/0000889900/2012/0001193125-13-054428/item13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7c178c95a7d9d39e47eb25bb321dfdbd26a2d4d2
--- /dev/null
+++ b/raw/filings/0000889900/2012/0001193125-13-054428/item13.txt
@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence . 
+The information required by this Item is incorporated herein by reference to the Proxy Statement.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2012/0001193125-13-054428/item9a.txt b/raw/filings/0000889900/2012/0001193125-13-054428/item9a.txt
new file mode 100644
index 0000000000000000000000000000000000000000..247953d8eba6da54e8297eb7c75d683255697c3d
--- /dev/null
+++ b/raw/filings/0000889900/2012/0001193125-13-054428/item9a.txt
@@ -0,0 +1,18 @@
+Item 9A. 
+Controls and Procedures. 
+Disclosure Controls and Procedures: 
+Under the supervision and with the
+participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in
+Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Report. Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2012, our disclosure controls and procedures
+were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is
+accumulated and reported to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. 
+Management’s Report on Internal Control over Financial Reporting: 
+Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the
+participation of our management, including our CEO and CFO, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2012, based on the Internal Control-Integrated Framework 
+issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2012. 
+The effectiveness of our internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers
+LLP, an independent registered public accounting firm, as stated in their report which appears on page F-2 of this Report and which is incorporated by reference into Item 8 of this Report. 
+40 
+Changes in Internal Control over Financial Reporting: 
+There have been no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have
+materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
\ No newline at end of file
diff --git a/raw/filings/0000889900/2012/0001193125-13-054428/rp_note.txt b/raw/filings/0000889900/2012/0001193125-13-054428/rp_note.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391
diff --git a/raw/filings/0000889900/2012/0001193125-13-054428/rpt_disclosure.txt b/raw/filings/0000889900/2012/0001193125-13-054428/rpt_disclosure.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391