UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended May 1, 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 | |
| (Address of principal executive offices) | (Zip Code) | |
(401) 828-4000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x. No ¨.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes ¨. No x.
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common Stock, $.05 Par Value - 5,303,754 shares
(excluding treasury shares) as of May 28, 2004
INDEX
| Page No. | ||||||
| Part I. Financial Information: |
||||||
| Condensed Consolidated Balance Sheets - May 1, 2004 and January 31, 2004 |
3 | |||||
| Condensed Consolidated Statements of Operations - Three-Months Ended May 1, 2004 and May 3, 2003 |
4 | |||||
| Condensed Consolidated Statements of Cash Flows - Three-Months Ended May 1, 2004 and May 3, 2003 |
5 | |||||
| Notes to the Condensed Consolidated Financial Statements - May 1, 2004 |
6-9 | |||||
| Managements Discussion and Analysis of Financial Condition and Results of Operations |
10-13 | |||||
| Item 3. |
13 | |||||
| Part II. Other Information |
14 | |||||
| Item 4. |
14 | |||||
| Item 6. |
14 | |||||
| 15 | ||||||
| Management Certifications |
15-18 | |||||
-2-
CONDENSED CONSOLIDATED BALANCE SHEETS
| May 1, 2004 |
January 31, 2004 |
|||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
| CURRENT ASSETS |
||||||||
| Cash and Cash Equivalents |
$ | 3,805,354 | $ | 4,998,643 | ||||
| Securities Available for Sale |
8,203,250 | 7,678,684 | ||||||
| Accounts Receivable, Net |
10,430,572 | 9,814,784 | ||||||
| Inventories |
8,774,758 | 9,110,167 | ||||||
| Deferred Tax Assets |
3,720,346 | | ||||||
| Prepaid Expenses and Other Current Assets |
779,657 | 414,833 | ||||||
| Total Current Assets |
35,713,937 | 32,017,111 | ||||||
| PROPERTY, PLANT AND EQUIPMENT |
||||||||
| Less Accumulated Depreciation |
7,372,570 | 7,124,739 | ||||||
| OTHER ASSETS |
||||||||
| Goodwill |
2,336,721 | 2,336,721 | ||||||
| Amounts Due from Officers |
480,314 | 480,314 | ||||||
| Other |
167,072 | 106,072 | ||||||
| $ | 46,070,614 | $ | 42,064,957 | |||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| CURRENT LIABILITIES |
||||||||
| Accounts Payable |
$ | 2,215,945 | $ | 2,156,896 | ||||
| Accrued Compensation |
1,626,245 | 2,509,434 | ||||||
| Accrued Expenses |
3,136,990 | 2,817,118 | ||||||
| Income Taxes Payable |
181,490 | 34,380 | ||||||
| Total Current Liabilities |
7,160,670 | 7,517,828 | ||||||
| DEFERRED TAX LIABILITIES |
1,248,157 | | ||||||
| SHAREHOLDERS EQUITY |
||||||||
| Preferred Stock, $10 Par Value, Authorized 100,000 Shares, None Issued |
| | ||||||
| Common Stock, $.05 Par Value, Authorized 13,000,000 Shares, Issued, 5,789,271 and 5,716,061 Shares, respectively (Note 1) |
313,505 | 285,803 | ||||||
| Additional Paid-In Capital (Note 1) |
15,489,620 | 8,336,806 | ||||||
| Retained Earnings (Note 1) |
27,865,600 | 31,703,077 | ||||||
| Treasury Stock, at Cost, 969,695 and 969,695 Shares, respectively |
(6,095,755 | ) | (6,095,755 | ) | ||||
| Accumulated Other Comprehensive Income |
88,817 | 317,198 | ||||||
| 37,661,787 | 34,547,129 | |||||||
| $ | 46,070,614 | $ | 42,064,957 | |||||
-3-
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three-Months Ended |
||||||||
| May 1, 2004 |
May 3, 2003 |
|||||||
| (Unaudited) | ||||||||
| Net Sales |
$ | 14,242,268 | $ | 13,214,120 | ||||
| Cost of Sales |
8,448,163 | 8,164,387 | ||||||
| Gross Profit |
5,794,105 | 5,049,733 | ||||||
| Costs and Expenses: |
||||||||
| Selling, General and Administrative |
3,901,186 | 3,692,725 | ||||||
| Research and Development |
957,419 | 869,628 | ||||||
| 4,858,605 | 4,562,353 | |||||||
| Operating Income |
935,500 | 487,380 | ||||||
| Other Income: |
||||||||
| Investment Income |
108,650 | 47,607 | ||||||
| Other, Net |
(12,982 | ) | 3,079 | |||||
| 95,668 | 50,686 | |||||||
| Income Before Income Taxes |
1,031,168 | 538,066 | ||||||
| Income Tax Benefit (Expense) |
567,102 | (32,007 | ) | |||||
| Net Income |
$ | 1,598,270 | $ | 506,059 | ||||
| Net Income Per Common Share - Basic |
$ | 0.30 | $ | 0.11 | ||||
| Net Income Per Common Share - Diluted |
$ | 0.27 | $ | 0.11 | ||||
| Weighted Average Number of Common and Common Equivalent Shares Outstanding - Basic |
5,245,385 | 4,678,072 | ||||||
| Weighted Average Number of Common and Common Equivalent Shares Outstanding - Diluted |
5,850,848 | 4,681,537 | ||||||
| Dividends Declared Per Common Share |
$ | 0.04 | $ | 0.04 | ||||
-4-
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three-Months Ended |
||||||||
| May 1, 2004 |
May 3, 2003 |
|||||||
| (Unaudited) | ||||||||
| Cash Flows from Operating Activities: |
||||||||
| Net Income |
$ | 1,598,270 | $ | 506,059 | ||||
| Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities: |
||||||||
| Depreciation and Amortization |
296,666 | 347,006 | ||||||
| Deferred Income Taxes |
(938,917 | ) | | |||||
| Changes in Assets and Liabilities: |
||||||||
| Accounts Receivable |
(615,788 | ) | (400,556 | ) | ||||
| Inventories |
335,409 | (216,994 | ) | |||||
| Income Taxes Payable |
147,110 | | ||||||
| Other |
(348,920 | ) | (42,001 | ) | ||||
| Accounts Payable and Accrued Expenses. |
(856,868 | ) | 589,558 | |||||
| Total Adjustments |
(1,981,308 | ) | 277,013 | |||||
| Net Cash (Used in) Provided by Operating Activities |
(383,038 | ) | 783,072 | |||||
| Cash Flows from Investing Activities: |
||||||||
| Proceeds from Maturities of Securities Available for Sale |
622,879 | 269,054 | ||||||
| Purchases of Securities Available of Sale |
(1,145,972 | ) | (919,844 | ) | ||||
| Additions to Property, Plant and Equipment |
(499,024 | ) | (115,238 | ) | ||||
| Net Cash Used in Investing Activities |
(1,022,117 | ) | (766,028 | ) | ||||
| Cash Flows from Financing Activities: |
||||||||
| Principal Payments on Capital Leases |
| (2,225 | ) | |||||
| Proceeds from Common Shares Issued Under Employee Stock Option and Benefit Plans |
401,685 | 2,180 | ||||||
| Shares Repurchased |
| (235,146 | ) | |||||
| Dividends Paid |
(189,820 | ) | (170,829 | ) | ||||
| Net Cash Provided by (Used in) Financing Activities |
211,866 | (406,020 | ) | |||||
| Net Decrease in Cash and Cash Equivalents |
(1,193,289 | ) | (388,976 | ) | ||||
| Cash and Cash Equivalents, Beginning of Period. |
4,998,643 | 3,217,035 | ||||||
| Cash and Cash Equivalents, End of Period |
$ | 3,805,354 | $ | 2,828,059 | ||||
| Supplemental Disclosures of Cash Flow Information: |
||||||||
| Cash Paid During the Period for: |
||||||||
| Income Taxes |
$ | 25,977 | $ | | ||||
| Non-Cash Transfer from Retained Earnings to Additional Paid in Capital and Capital Stock Due to the Declaration of the 10% Stock Dividend |
$ | 5,245,927 | $ | | ||||
-5-
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
May 1, 2004
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) The accompanying financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with footnotes contained in the Companys annual report on Form 10-K for the year ended January 31, 2004.
(b) 10% Stock Dividend: On April 19, 2004, the Company declared a 10% stock dividend 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% stock dividend.
(c) Net Income Per Share: Net income per common share has been computed and presented pursuant to the provisions of Statement of Financial Accounting Standards (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 weighted average number of shares and, if dilutive, common equivalent shares for stock options outstanding during the period.
| Three-Months Ended | ||||
| May 1, 2004 |
May 3, 2003 | |||
| Weighted Average Common Shares Outstanding - Basic |
5,245,385 | 4,678,072 | ||
| Diluted Effect of Options Outstanding |
605,463 | 3,465 | ||
| Weighted Average Common Shares Outstanding - Diluted |
5,850,848 | 4,681,537 | ||
For the three-months ended May 1, 2004 and May 3, 2003, the diluted per share amounts do not reflect options outstanding of 3,300 and 1,942,094, respectively. These outstanding options were not included in the weighted average common shares outstanding because the exercise price of the option was greater than the average market price.
-6-
ASTRO-MED, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 Companys 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 Companys net income and net income per share would have changed to the pro forma amounts indicated below:
| Three-Months Ended |
||||||||
| May 1, 2004 |
May 3, 2003 |
|||||||
| Net Income |
||||||||
| As Reported |
$ | 1,598,270 | $ | 506,059 | ||||
| Less: Total Stock-Based Employee Compensation Expense Determined Under Fair Value Based Method |
(9,597 | ) | (22,950 | ) | ||||
| Pro forma |
$ | 1,588,673 | $ | 483,109 | ||||
| Net Income Per Share: |
||||||||
| Basic |
||||||||
| As Reported |
$ | 0.30 | $ | 0.11 | ||||
| Pro forma |
$ | 0.30 | $ | 0.10 | ||||
| Diluted |
||||||||
| As Reported |
$ | 0.27 | $ | 0.11 | ||||
| Pro forma |
$ | 0.27 | $ | 0.10 | ||||
The fair value of each option granted was estimated on the grant date using the Black-Scholes option-pricing model.
(d) Revenue Recognition: The majority of the Companys product sales are recorded at the time of shipment and when persuasive evidence of an arrangement exists, the sellers 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.
Note 2 - COMPREHENSIVE INCOME
The Companys total comprehensive income is as follows.
| Three-Months Ended | |||||||
| May 1, 2004 |
May 3, 2003 | ||||||
| Comprehensive Income: |
|||||||
| Net Income |
$ | 1,598,270 | $ | 506,059 | |||
| Other Comprehensive Income: |
|||||||
| Foreign currency translation adjustments, Net of tax |
|||||||