[10-Q] AstroNova, Inc. Quarterly Earnings Report
AstroNova, Inc. (ALOT) reported interim filing details showing financing, segment and expense updates for the periods ended July 31, 2025 and August 3, 2024. The Product ID segment derives approximately 80% of its revenue from recurring supplies, parts and service. Fair-value estimates for acquired intangibles used a 0.75% relief-from-royalty rate and a 15.5% discount rate for trademark valuation. Credit agreements were amended to temporarily increase the revolving facility to $30.0 million until January 31, 2025, and the company borrowed EUR 14.0 million on a Term A-2 loan plus amounts under the revolving facility to fund a purchase. The Term A-2 loan requires quarterly principal payments through April 30, 2027 and a full payment on August 4, 2027. Interest rates on facilities vary by leverage, with EURIBOR-based margins of 1.60%–2.85%; other borrowing includes an equipment loan at 7.06% (monthly payments of $16,296 through Jan 23, 2029) and an MTEX term loan at 6.022% with monthly payments of EUR 17,402 ($18,795) through Dec 21, 2033. The company expects $3.0 million of annualized savings from restructuring actions. For six months, selling and marketing expense declined to $11.3 million (down 8.9%), G&A rose to $10.0 million (up 18.0%) including nonrecurring charges, and R&D was $3.1 million (4.2% of revenue). Equity plan and director compensation amendments and outstanding share counts are described; employees delivered 2,739 shares to cover taxes on vesting at an average market value of $9.01 per share.
AstroNova, Inc. (ALOT) ha comunicato dettagli di deposito interinale relativi a finanziamenti, aggiornamenti per segmenti e spese per i periodi terminati il 31 luglio 2025 e il 3 agosto 2024. Il segmento Product ID deriva circa l'80% dei ricavi da forniture ricorrenti, pezzi di ricambio e assistenza. Per la valutazione a valore equo delle immobilizzazioni immateriali acquisite è stato applicato un tasso di royalty equivalente dello 0,75% e un tasso di sconto del 15,5% per la valutazione dei marchi. Gli accordi di credito sono stati modificati per aumentare temporaneamente la linea revolving a $30,0 milioni fino al 31 gennaio 2025; la società ha inoltre preso a prestito EUR 14,0 milioni con un prestito Term A-2 e ha utilizzato importi della linea revolving per finanziare un acquisto. Il prestito Term A-2 prevede pagamenti trimestrali di capitale fino al 30 aprile 2027 e un rimborso integrale il 4 agosto 2027. I tassi d'interesse variano in funzione della leva, con margini basati su EURIBOR di 1,60%–2,85%; altri finanziamenti includono un prestito per attrezzature al 7,06% (rate mensili di $16.296 fino al 23 gennaio 2029) e un termine MTEX al 6,022% con rate mensili di EUR 17.402 ($18.795) fino al 21 dicembre 2033. La società prevede risparmi annualizzati di $3,0 milioni dalle azioni di ristrutturazione. Nel semestre, le spese di vendita e marketing sono scese a $11,3 milioni (in calo dell'8,9%), le spese G&A sono aumentate a $10,0 milioni (in aumento del 18,0%) inclusi oneri non ricorrenti, e la R&S è stata di $3,1 milioni (4,2% dei ricavi). Sono descritte modifiche ai piani azionari e alla retribuzione dei direttori e il numero di azioni in circolazione; i dipendenti hanno fornito 2.739 azioni per coprire le imposte sulle vesting al valore medio di mercato di $9,01 per azione.
AstroNova, Inc. (ALOT) informó detalles de presentaciones interinas sobre financiamiento, actualizaciones de segmentos y gastos para los periodos concluidos el 31 de julio de 2025 y el 3 de agosto de 2024. El segmento Product ID obtiene aproximadamente el 80% de sus ingresos de suministros recurrentes, repuestos y servicio. Las estimaciones de valor razonable para intangibles adquiridos utilizaron una tasa de alivio por regalías del 0,75% y una tasa de descuento del 15,5% para la valoración de marcas. Los acuerdos de crédito se enmendaron para incrementar temporalmente la línea revolvente a $30,0 millones hasta el 31 de enero de 2025, y la compañía tomó prestados EUR 14,0 millones mediante un préstamo Term A-2 más montos de la línea revolvente para financiar una compra. El préstamo Term A-2 exige pagos trimestrales de capital hasta el 30 de abril de 2027 y un pago total el 4 de agosto de 2027. Las tasas de interés de las facilidades varían según el apalancamiento, con márgenes basados en EURIBOR de 1,60%–2,85%; otros préstamos incluyen un préstamo para equipo al 7,06% (pagos mensuales de $16.296 hasta el 23 de enero de 2029) y un préstamo a plazo MTEX al 6,022% con pagos mensuales de EUR 17.402 ($18.795) hasta el 21 de diciembre de 2033. La compañía espera $3,0 millones en ahorros anualizados por acciones de reestructuración. En seis meses, los gastos de venta y marketing disminuyeron a $11,3 millones (baja del 8,9%), G&A aumentó a $10,0 millones (subida del 18,0%) incluyendo cargos no recurrentes, y I&D fue de $3,1 millones (4,2% de los ingresos). Se describen enmiendas al plan de acciones y a la compensación de directores y el número de acciones en circulación; los empleados entregaron 2.739 acciones para cubrir impuestos sobre vesting a un valor medio de mercado de $9,01 por acción.
AstroNova, Inc. (ALOT)는 2025년 7월 31일 및 2024년 8월 3일 종료 기간에 대한 자금 조달, 사업부 및 비용 업데이트를 포함한 중간 제출 세부 정보를 보고했습니다. Product ID 사업부는 매출의 약 80%를 소모품, 부품 및 서비스의 반복 매출에서 얻습니다. 인수한 무형자산의 공정가치 추정에는 로열티 완화율 0.75%와 상표 평가를 위한 할인율 15.5%가 사용되었습니다. 신용계약은 2025년 1월 31일까지 회전 신용한도를 일시적으로 $30.0백만으로 증액하도록 개정되었고, 회사는 매입 자금 조달을 위해 Term A-2 대출로 EUR 14.0백만을 차입하고 회전대출을 추가로 사용했습니다. Term A-2 대출은 2027년 4월 30일까지 분기별 원금 상환을 요구하며 2027년 8월 4일에 전액 상환됩니다. 대출 금리는 레버리지에 따라 다르며 EURIBOR 기준 마진은 1.60%–2.85%입니다; 기타 차입에는 7.06%의 장비 대출(월 상환금 $16,296, 2029년 1월 23일까지)과 6.022%의 MTEX 기한부대출(월 상환금 EUR 17,402 ($18,795), 2033년 12월 21일까지)이 포함됩니다. 회사는 구조조정 조치로 연간 $3.0백만의 절감 효과를 기대하고 있습니다. 상반기 동안 판매 및 마케팅 비용은 $11.3백만(-8.9%)으로 감소했고, G&A는 일회성 비용을 포함해 $10.0백만(+18.0%)으로 증가했으며, R&D는 $3.1백만(매출의 4.2%)이었습니다. 주식 보상 계획 및 이사 보수 변경과 유통 주식 수가 설명되며, 직원들은 보상 확정 시 발생한 세금을 충당하기 위해 평균 시장가 $9.01로 2,739주를 제공했습니다.
AstroNova, Inc. (ALOT) a publié des informations intermédiaires détaillant le financement, les mises à jour de segments et les dépenses pour les périodes closes le 31 juillet 2025 et le 3 août 2024. Le segment Product ID tire environ 80% de ses revenus des fournitures récurrentes, pièces et services. Les estimations de juste valeur pour les actifs incorporels acquis ont utilisé un taux de soulagement de redevance de 0,75% et un taux d'actualisation de 15,5% pour l'évaluation des marques. Les conventions de crédit ont été amendées pour augmenter temporairement la facilité renouvelable à 30,0 M$ jusqu'au 31 janvier 2025, et la société a emprunté 14,0 M€ via un prêt Term A-2 et utilisé des montants de la facilité renouvelable pour financer un achat. Le prêt Term A-2 exige des remboursements trimestriels du principal jusqu'au 30 avril 2027 et un remboursement total le 4 août 2027. Les taux d'intérêt des facilités varient selon le levier, avec des marges basées sur l'EURIBOR de 1,60%–2,85%; d'autres emprunts comprennent un prêt équipement à 7,06% (paiements mensuels de 16 296 $ jusqu'au 23 janvier 2029) et un prêt MTEX à 6,022% avec des paiements mensuels de 17 402 € (18 795 $) jusqu'au 21 décembre 2033. La société prévoit 3,0 M$ d'économies annualisées résultant des actions de restructuration. Sur six mois, les frais de vente et marketing ont chuté à 11,3 M$ (‑8,9%), les frais G&A ont augmenté à 10,0 M$ (+18,0%) incluant des charges non récurrentes, et la R&D s'est élevée à 3,1 M$ (4,2% du chiffre d'affaires). Des modifications des plans d'actions et de la rémunération des administrateurs et le nombre d'actions en circulation sont décrits; les employés ont livré 2 739 actions pour couvrir les impôts liés au vesting à une valeur moyenne de marché de 9,01 $ par action.
AstroNova, Inc. (ALOT) meldete Zwischenangaben zu Finanzierung, Segment- und Kostenaktualisierungen für die Zeiträume zum 31. Juli 2025 und zum 3. August 2024. Das Product ID-Segment erzielt etwa 80% seines Umsatzes aus wiederkehrenden Verbrauchsmaterialien, Ersatzteilen und Service. Zur Fair-Value-Schätzung der erworbenen immateriellen Vermögenswerte wurde ein Relief-from-Royalty-Satz von 0,75% und für die Markenbewertung ein Diskontsatz von 15,5% verwendet. Kreditvereinbarungen wurden geändert, um die revolvierende Fazilität bis zum 31. Januar 2025 vorübergehend auf $30,0 Mio. zu erhöhen, und das Unternehmen nahm EUR 14,0 Mio. im Rahmen eines Term A-2-Darlehens auf und nutzte Beträge aus der revolvierenden Fazilität zur Finanzierung eines Erwerbs. Das Term A-2-Darlehen sieht vierteljährliche Kapitalrückzahlungen bis zum 30. April 2027 und eine vollständige Rückzahlung am 4. August 2027 vor. Die Zinssätze der Fazilitäten variieren je nach Verschuldungsgrad, mit EURIBOR-basierten Margen von 1,60%–2,85%; weitere Darlehen umfassen ein Ausrüstungsdarlehen mit 7,06% (monatliche Zahlungen von $16.296 bis zum 23. Januar 2029) und ein MTEX-Termindarlehen mit 6,022% und monatlichen Zahlungen von EUR 17.402 ($18.795) bis zum 21. Dezember 2033. Das Unternehmen rechnet mit $3,0 Mio. jährlichen Einsparungen durch Umstrukturierungsmaßnahmen. Für sechs Monate sanken Vertriebs- und Marketingkosten auf $11,3 Mio. (minus 8,9%), G&A stieg auf $10,0 Mio. (plus 18,0%) einschließlich einmaliger Belastungen, und F&E lag bei $3,1 Mio. (4,2% des Umsatzes). Änderungen bei Aktienplänen und Vorstandsvergütung sowie die ausstehenden Aktienzahlen werden beschrieben; Mitarbeiter gaben 2.739 Aktien zur Deckung von Steuern bei Vesting ab, zum durchschnittlichen Marktwert von $9,01 je Aktie.
- Recurring revenue concentration: Product ID derives approximately 80% of its segment revenue from recurring supplies, parts and service, supporting revenue visibility.
- Restructuring target: Company expects $3.0 million in annualized savings from restructuring actions to be completed by fiscal 2026.
- Temporary liquidity increase: Revolving credit facility temporarily increased to $30.0 million, providing additional near-term funding flexibility.
- Defined amortization: Term A-2 loan amortizes quarterly through April 30, 2027, giving a clear repayment schedule prior to the August 4, 2027 balloon payment.
- Concentrated repayment risk: Term A-2 loan requires a full remaining principal payment on August 4, 2027, creating a near-term refinancing or liquidity requirement.
- Higher G&A costs: General & administrative expenses increased 18.0% to $10.0 million for the six months, including nonrecurring charges.
- Interest cost exposure: Material borrowings carry floating-rate margins tied to leverage (EURIBOR plus 1.60%–2.85%), which could raise costs if leverage increases or rates move up.
- Nonrecurring charges: Multiple nonrecurring items (restructuring, legal, contested proxy costs) affected comparability of results and increased near-term expenses.
Insights
TL;DR: Debt refinancings and amended credit lines improve near-term liquidity but add scheduled repayment pressure through 2027.
The filing details material financing moves: a temporary increase of the revolving facility to $30.0 million, drawdown of a EUR 14.0 million Term A-2 loan, and conversion borrowings used to fund an acquisition closing. The Term A-2 loan amortizes quarterly with a balloon due August 4, 2027, concentrating repayment risk in mid-2027. Interest under the Further Amended Credit Agreement is tied to EURIBOR plus a 1.60%–2.85% margin and the revolving commitment fee ranges 0.15%–0.40%, both linked to consolidated leverage—so higher leverage would raise borrowing costs. The company also carries fixed-rate equipment debt at 7.06% and a long-dated MTEX loan at ~6.02% through 2033. Overall, the capital structure shows active use of term and revolving facilities to fund strategic activity, with clear near-term maturities requiring monitoring of liquidity and covenant compliance.
TL;DR: Portfolio refocus and MTEX integration aim to lift margins; $3.0M annualized restructuring savings target is notable.
Product portfolio changes—phasing out low-volume MTEX models to focus on higher-margin products and integrating MTEX sales and support into global teams—are intended to leverage the recurring supplies business (currently ~80% of Product ID revenue). The company expects $3.0 million in annualized savings from restructuring to be completed by fiscal 2026, which, if realized, would improve operating leverage. R&D and SG&A trends show disciplined marketing spend (selling and marketing down 8.9%) while G&A rose 18% due to nonrecurring charges and increased benefits and subscriptions. Continued focus on higher-margin product lines and supplies-driven revenue could support margin recovery if restructuring execution and MTEX product rationalization proceed as stated.
AstroNova, Inc. (ALOT) ha comunicato dettagli di deposito interinale relativi a finanziamenti, aggiornamenti per segmenti e spese per i periodi terminati il 31 luglio 2025 e il 3 agosto 2024. Il segmento Product ID deriva circa l'80% dei ricavi da forniture ricorrenti, pezzi di ricambio e assistenza. Per la valutazione a valore equo delle immobilizzazioni immateriali acquisite è stato applicato un tasso di royalty equivalente dello 0,75% e un tasso di sconto del 15,5% per la valutazione dei marchi. Gli accordi di credito sono stati modificati per aumentare temporaneamente la linea revolving a $30,0 milioni fino al 31 gennaio 2025; la società ha inoltre preso a prestito EUR 14,0 milioni con un prestito Term A-2 e ha utilizzato importi della linea revolving per finanziare un acquisto. Il prestito Term A-2 prevede pagamenti trimestrali di capitale fino al 30 aprile 2027 e un rimborso integrale il 4 agosto 2027. I tassi d'interesse variano in funzione della leva, con margini basati su EURIBOR di 1,60%–2,85%; altri finanziamenti includono un prestito per attrezzature al 7,06% (rate mensili di $16.296 fino al 23 gennaio 2029) e un termine MTEX al 6,022% con rate mensili di EUR 17.402 ($18.795) fino al 21 dicembre 2033. La società prevede risparmi annualizzati di $3,0 milioni dalle azioni di ristrutturazione. Nel semestre, le spese di vendita e marketing sono scese a $11,3 milioni (in calo dell'8,9%), le spese G&A sono aumentate a $10,0 milioni (in aumento del 18,0%) inclusi oneri non ricorrenti, e la R&S è stata di $3,1 milioni (4,2% dei ricavi). Sono descritte modifiche ai piani azionari e alla retribuzione dei direttori e il numero di azioni in circolazione; i dipendenti hanno fornito 2.739 azioni per coprire le imposte sulle vesting al valore medio di mercato di $9,01 per azione.
AstroNova, Inc. (ALOT) informó detalles de presentaciones interinas sobre financiamiento, actualizaciones de segmentos y gastos para los periodos concluidos el 31 de julio de 2025 y el 3 de agosto de 2024. El segmento Product ID obtiene aproximadamente el 80% de sus ingresos de suministros recurrentes, repuestos y servicio. Las estimaciones de valor razonable para intangibles adquiridos utilizaron una tasa de alivio por regalías del 0,75% y una tasa de descuento del 15,5% para la valoración de marcas. Los acuerdos de crédito se enmendaron para incrementar temporalmente la línea revolvente a $30,0 millones hasta el 31 de enero de 2025, y la compañía tomó prestados EUR 14,0 millones mediante un préstamo Term A-2 más montos de la línea revolvente para financiar una compra. El préstamo Term A-2 exige pagos trimestrales de capital hasta el 30 de abril de 2027 y un pago total el 4 de agosto de 2027. Las tasas de interés de las facilidades varían según el apalancamiento, con márgenes basados en EURIBOR de 1,60%–2,85%; otros préstamos incluyen un préstamo para equipo al 7,06% (pagos mensuales de $16.296 hasta el 23 de enero de 2029) y un préstamo a plazo MTEX al 6,022% con pagos mensuales de EUR 17.402 ($18.795) hasta el 21 de diciembre de 2033. La compañía espera $3,0 millones en ahorros anualizados por acciones de reestructuración. En seis meses, los gastos de venta y marketing disminuyeron a $11,3 millones (baja del 8,9%), G&A aumentó a $10,0 millones (subida del 18,0%) incluyendo cargos no recurrentes, y I&D fue de $3,1 millones (4,2% de los ingresos). Se describen enmiendas al plan de acciones y a la compensación de directores y el número de acciones en circulación; los empleados entregaron 2.739 acciones para cubrir impuestos sobre vesting a un valor medio de mercado de $9,01 por acción.
AstroNova, Inc. (ALOT)는 2025년 7월 31일 및 2024년 8월 3일 종료 기간에 대한 자금 조달, 사업부 및 비용 업데이트를 포함한 중간 제출 세부 정보를 보고했습니다. Product ID 사업부는 매출의 약 80%를 소모품, 부품 및 서비스의 반복 매출에서 얻습니다. 인수한 무형자산의 공정가치 추정에는 로열티 완화율 0.75%와 상표 평가를 위한 할인율 15.5%가 사용되었습니다. 신용계약은 2025년 1월 31일까지 회전 신용한도를 일시적으로 $30.0백만으로 증액하도록 개정되었고, 회사는 매입 자금 조달을 위해 Term A-2 대출로 EUR 14.0백만을 차입하고 회전대출을 추가로 사용했습니다. Term A-2 대출은 2027년 4월 30일까지 분기별 원금 상환을 요구하며 2027년 8월 4일에 전액 상환됩니다. 대출 금리는 레버리지에 따라 다르며 EURIBOR 기준 마진은 1.60%–2.85%입니다; 기타 차입에는 7.06%의 장비 대출(월 상환금 $16,296, 2029년 1월 23일까지)과 6.022%의 MTEX 기한부대출(월 상환금 EUR 17,402 ($18,795), 2033년 12월 21일까지)이 포함됩니다. 회사는 구조조정 조치로 연간 $3.0백만의 절감 효과를 기대하고 있습니다. 상반기 동안 판매 및 마케팅 비용은 $11.3백만(-8.9%)으로 감소했고, G&A는 일회성 비용을 포함해 $10.0백만(+18.0%)으로 증가했으며, R&D는 $3.1백만(매출의 4.2%)이었습니다. 주식 보상 계획 및 이사 보수 변경과 유통 주식 수가 설명되며, 직원들은 보상 확정 시 발생한 세금을 충당하기 위해 평균 시장가 $9.01로 2,739주를 제공했습니다.
AstroNova, Inc. (ALOT) a publié des informations intermédiaires détaillant le financement, les mises à jour de segments et les dépenses pour les périodes closes le 31 juillet 2025 et le 3 août 2024. Le segment Product ID tire environ 80% de ses revenus des fournitures récurrentes, pièces et services. Les estimations de juste valeur pour les actifs incorporels acquis ont utilisé un taux de soulagement de redevance de 0,75% et un taux d'actualisation de 15,5% pour l'évaluation des marques. Les conventions de crédit ont été amendées pour augmenter temporairement la facilité renouvelable à 30,0 M$ jusqu'au 31 janvier 2025, et la société a emprunté 14,0 M€ via un prêt Term A-2 et utilisé des montants de la facilité renouvelable pour financer un achat. Le prêt Term A-2 exige des remboursements trimestriels du principal jusqu'au 30 avril 2027 et un remboursement total le 4 août 2027. Les taux d'intérêt des facilités varient selon le levier, avec des marges basées sur l'EURIBOR de 1,60%–2,85%; d'autres emprunts comprennent un prêt équipement à 7,06% (paiements mensuels de 16 296 $ jusqu'au 23 janvier 2029) et un prêt MTEX à 6,022% avec des paiements mensuels de 17 402 € (18 795 $) jusqu'au 21 décembre 2033. La société prévoit 3,0 M$ d'économies annualisées résultant des actions de restructuration. Sur six mois, les frais de vente et marketing ont chuté à 11,3 M$ (‑8,9%), les frais G&A ont augmenté à 10,0 M$ (+18,0%) incluant des charges non récurrentes, et la R&D s'est élevée à 3,1 M$ (4,2% du chiffre d'affaires). Des modifications des plans d'actions et de la rémunération des administrateurs et le nombre d'actions en circulation sont décrits; les employés ont livré 2 739 actions pour couvrir les impôts liés au vesting à une valeur moyenne de marché de 9,01 $ par action.
AstroNova, Inc. (ALOT) meldete Zwischenangaben zu Finanzierung, Segment- und Kostenaktualisierungen für die Zeiträume zum 31. Juli 2025 und zum 3. August 2024. Das Product ID-Segment erzielt etwa 80% seines Umsatzes aus wiederkehrenden Verbrauchsmaterialien, Ersatzteilen und Service. Zur Fair-Value-Schätzung der erworbenen immateriellen Vermögenswerte wurde ein Relief-from-Royalty-Satz von 0,75% und für die Markenbewertung ein Diskontsatz von 15,5% verwendet. Kreditvereinbarungen wurden geändert, um die revolvierende Fazilität bis zum 31. Januar 2025 vorübergehend auf $30,0 Mio. zu erhöhen, und das Unternehmen nahm EUR 14,0 Mio. im Rahmen eines Term A-2-Darlehens auf und nutzte Beträge aus der revolvierenden Fazilität zur Finanzierung eines Erwerbs. Das Term A-2-Darlehen sieht vierteljährliche Kapitalrückzahlungen bis zum 30. April 2027 und eine vollständige Rückzahlung am 4. August 2027 vor. Die Zinssätze der Fazilitäten variieren je nach Verschuldungsgrad, mit EURIBOR-basierten Margen von 1,60%–2,85%; weitere Darlehen umfassen ein Ausrüstungsdarlehen mit 7,06% (monatliche Zahlungen von $16.296 bis zum 23. Januar 2029) und ein MTEX-Termindarlehen mit 6,022% und monatlichen Zahlungen von EUR 17.402 ($18.795) bis zum 21. Dezember 2033. Das Unternehmen rechnet mit $3,0 Mio. jährlichen Einsparungen durch Umstrukturierungsmaßnahmen. Für sechs Monate sanken Vertriebs- und Marketingkosten auf $11,3 Mio. (minus 8,9%), G&A stieg auf $10,0 Mio. (plus 18,0%) einschließlich einmaliger Belastungen, und F&E lag bei $3,1 Mio. (4,2% des Umsatzes). Änderungen bei Aktienplänen und Vorstandsvergütung sowie die ausstehenden Aktienzahlen werden beschrieben; Mitarbeiter gaben 2.739 Aktien zur Deckung von Steuern bei Vesting ab, zum durchschnittlichen Marktwert von $9,01 je Aktie.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
The number of shares of the registrant’s common stock, $0.05 par value per share, outstanding as of September 5, 2025 was
ASTRONOVA, INC.
INDEX
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Page No. |
Part I. |
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Financial Information |
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Item 1. |
Financial Statements |
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Unaudited Condensed Consolidated Balance Sheets – July 31, 2025 and January 31, 2025 |
1 |
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Unaudited Condensed Consolidated Statements of Income (Loss) – Three and Six Months Ended July 31, 2025 and August 3, 2024 |
2 |
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Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Six Months Ended July 31, 2025 and August 3, 2024 |
3 |
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Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity – Three and Six Months Ended July 31, 2025 and August 3, 2024 |
4 |
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Unaudited Condensed Consolidated Statements of Cash Flows – Six Months Ended July 31, 2025 and August 3, 2024 |
5 |
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Notes to the Condensed Consolidated Financial Statements (unaudited) |
6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
26 |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
37 |
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Item 4. |
Controls and Procedures |
37 |
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Part II. |
Other Information |
37 |
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Item 1. |
Legal Proceedings |
37 |
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Item 1A. |
Risk Factors |
38 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
38 |
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Item 6. |
Exhibits |
40 |
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Signatures |
41 |
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
ASTRONOVA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
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July 31, 2025 |
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January 31, 2025 |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS |
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Cash and Cash Equivalents |
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$ |
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$ |
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Accounts Receivable, net |
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Inventories, net |
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Prepaid Expenses and Other Current Assets |
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Total Current Assets |
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Property, Plant and Equipment, net |
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Identifiable Intangibles, net |
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Goodwill |
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Deferred Tax Assets, net |
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Right of Use Asset |
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Other Assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Accounts Payable |
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$ |
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$ |
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Accrued Compensation |
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Other Accrued Expenses |
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Revolving Line of Credit |
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Current Portion of Long-Term Debt |
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Short-Term Debt |
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Current Liability—Royalty Obligation |
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Current Liability—Excess Royalty Payment Due |
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Deferred Revenue |
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Total Current Liabilities |
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NON-CURRENT LIABILITIES |
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Long-Term Debt, net of current portion |
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Lease Liabilities, net of current portion |
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Grant Deferred Revenue |
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Royalty Obligation, net of current portion |
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Income Taxes Payable |
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Deferred Tax Liabilities |
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Other Long-Term Liability |
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TOTAL LIABILITIES |
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SHAREHOLDERS’ EQUITY |
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Preferred Stock, $ |
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— |
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— |
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Common Stock, $ |
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Additional Paid-in Capital |
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Retained Earnings |
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Treasury Stock, at Cost, |
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( |
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( |
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Accumulated Other Comprehensive Loss, net of tax |
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( |
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( |
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TOTAL SHAREHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
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$ |
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$ |
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See Notes to condensed consolidated financial statements (unaudited).
1
ASTRONOVA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In Thousands, Except Per Share Data)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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July 31, 2025 |
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August 3, 2024 |
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July 31, 2025 |
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August 3, 2024 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of Revenue |
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Gross Profit |
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Operating Expenses: |
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Selling and Marketing |
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Research and Development |
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General and Administrative |
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Total Operating Expenses |
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Operating Income (Loss) |
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( |
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( |
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Other Income (Expense): |
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Interest Expense |
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( |
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( |
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( |
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( |
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Gain (Loss) on Foreign Currency Transactions |
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( |
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( |
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( |
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( |
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Other Income/(Expense), net |
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( |
) |
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( |
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Total Other Income (Expense) |
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( |
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( |
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( |
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( |
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Income (Loss) Before Income Taxes |
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( |
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( |
) |
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( |
) |
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Income Tax Provision (Benefit) |
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( |
) |
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( |
) |
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( |
) |
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Net Income (Loss) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Net Income (Loss) per Common Share—Basic |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Net Income (Loss) per Common Share—Diluted |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Weighted Average Number of Common Shares Outstanding: |
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Basic |
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Diluted |
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See Notes to condensed consolidated financial statements (unaudited).
2
ASTRONOVA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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July 31, 2025 |
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August 3, 2024 |
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July 31, 2025 |
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August 3, 2024 |
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Net Income (Loss) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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Other Comprehensive Income (Loss), net of taxes: |
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Foreign Currency Translation Adjustments |
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Other Comprehensive Income |
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Comprehensive Income (Loss) |
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$ |
( |
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$ |
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$ |
( |
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$ |
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See Notes to condensed consolidated financial statements (unaudited).
3
ASTRONOVA, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
($ In Thousands, Except Share Data)
(Unaudited)
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Common Stock |
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Additional |
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Retained |
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Treasury |
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Accumulated |
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Total |
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Shares |
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Amount |
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Capital |
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Earnings |
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Stock |
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Income (Loss) |
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Equity |
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Balance January 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Share-Based Compensation |
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— |
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— |
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— |
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— |
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— |
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Employee Stock Purchase Plan |
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— |
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— |
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— |
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— |
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Restricted Stock Awards Vested |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Net Loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Foreign Currency Translation Adjustments |
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— |
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— |
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— |
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— |
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— |
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Balance April 30, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Share-Based Compensation |
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— |
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— |
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— |
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— |
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— |
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Employee Option Exercises |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Restricted Stock Awards Vested |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Net Loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Foreign Currency Translation Adjustment |
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— |
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— |
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— |
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— |
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— |
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Balance July 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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|||||||
Balance January 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Share-Based Compensation |
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— |
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— |
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— |
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— |
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— |
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Employee Option Exercises |
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— |
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— |
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— |
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— |
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Restricted Stock Awards Vested |
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( |
) |
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— |
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( |
) |
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— |
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( |
) |
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Net Income |
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— |
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— |
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— |
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— |
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— |
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Foreign Currency Translation Adjustment |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance April 27, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Share-Based Compensation |
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— |
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— |
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— |
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— |
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— |
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Employee Option Exercises |
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— |
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— |
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— |
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Restricted Stock Awards Vested |
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— |
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— |
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— |
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— |
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— |
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— |
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Net Loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Foreign Currency Translation Adjustment |
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— |
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— |
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— |
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— |
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— |
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Balance August 3, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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See Notes to condensed consolidated financial statements (unaudited).
4
ASTRONOVA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
|
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Six Months Ended |
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July 31, 2025 |
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August 3, 2024 |
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Cash Flows from Operating Activities: |
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Net Income (Loss) |
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$ |
( |
) |
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$ |
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Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities: |
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Depreciation and Amortization |
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Amortization of Debt Issuance Costs |
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Share-Based Compensation |
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Deferred Income Tax Benefit |
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( |
) |
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Changes in Assets and Liabilities, net of impact of acquisition: |
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Accounts Receivable |
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Inventories |
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( |
) |
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Income Taxes |
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( |
) |
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( |
) |
Accounts Payable and Accrued Expenses |
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( |
) |
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Deferred Revenue |
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( |
) |
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Other |
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( |
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Net Cash Provided by Operating Activities |
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Cash Flows from Investing Activities: |
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|
||
Purchases of Property, Plant and Equipment |
|
|
( |
) |
|
|
|
( |
) |
Cash Paid for MTEX Acquisition, net of cash acquired |
|
|
|
|
|
|
( |
) |
|
Net Cash Used for Investing Activities |
|
|
( |
) |
|
|
|
( |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
||
Net Cash Proceeds from Employee Stock Option Plans |
|
|
|
|
|
|
|
||
Net Cash Proceeds from Share Purchases under Employee Stock Purchase Plan |
|
|
|
|
|
|
|
||
Net Cash Used for Payment of Taxes Related to Vested Restricted Stock |
|
|
( |
) |
|
|
|
( |
) |
Revolving Credit Facility, net |
|
|
( |
) |
|
|
|
|
|
Proceeds from Long-Term Debt Borrowings |
|
|
|
|
|
|
|
||
Payment of Minimum Guarantee Royalty Obligation |
|
|
( |
) |
|
|
|
( |
) |
Principal Payments of Long-Term Debt |
|
|
( |
) |
|
|
|
( |
) |
Payments of Debt Issuance Costs |
|
|
( |
) |
|
|
|
( |
) |
Net Cash Provided by (Used for) Financing Activities |
|
|
( |
) |
|
|
|
|
|
Effect of Exchange Rate Changes on Cash and Cash Equivalents |
|
|
|
|
|
|
|
||
Net (Decrease) Increase in Cash and Cash Equivalents |
|
|
( |
) |
|
|
|
|
|
Cash and Cash Equivalents, Beginning of Period |
|
|
|
|
|
|
|
||
Cash and Cash Equivalents, End of Period |
|
$ |
|
|
|
$ |
|
||
Supplemental Disclosures of Cash Flow Information: |
|
|
|
|
|
|
|
||
Cash Paid During the Period for: |
|
|
|
|
|
|
|
||
Cash Paid During the Period for Interest |
|
$ |
|
|
|
$ |
|
||
Cash Paid During the Period for Income Taxes, net of refunds |
|
$ |
|
|
|
$ |
|
||
Non-Cash Transactions: |
|
|
|
|
|
|
|
||
Operating Lease Obtained in Exchange for Operating Lease Liabilities |
|
$ |
|
|
|
$ |
|
||
See Notes to condensed consolidated financial statements (unaudited).
5
ASTRONOVA, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1 – Business and Basis of Presentation
Overview
AstroNova, Inc., headquartered in West Warwick, Rhode Island, uses its proprietary printing technologies and expertise to design, manufacture, and distribute specialty printers that present data visually across various media. Our products are used worldwide in diverse applications.
Our business consists of
Effective February 1, 2025, we changed the name of our Test & Measurement segment to “Aerospace” to better reflect the end markets we serve in that segment. The segment name change did not result in any change to the composition of our reportable segments and, therefore, did not result in any changes to our historical segment results.
Our Product ID segment includes tabletop printers, professional label printers, direct to package/overprint printers, mail and sheet/flat pack printers and our most recently launched flexible packaging printers. The Aerospace segment consists of our line of Aerospace products, including flight deck printers, networking hardware, and related accessories as well as data acquisition systems sold under the AstroNova® brand name.
On May 4, 2024, we entered into an agreement to acquire MTEX New Solution, S.A., (“MTEX”), a Portugal-based manufacturer of digital printing equipment that addresses a broad variety of markets and applications including wide format high-volume package printing, labeling, flexible package printing and more. We report MTEX results as a part of our Product ID segment as of May 6, 2024, the closing date of this acquisition. Refer to Note 3, “Acquisition” for further details. Subsequent to the acquisition, MTEX has been fully integrated into the Product ID segment and no longer operates as an independent business entity.
Customers of our Product ID segment include brand owners, professional printing houses and small print shops, corrugated box and paper bag makers, paper packaging converters and co-packers, original equipment manufacturers (“OEMs”) and channels active in direct mail and transactional print. Product ID products sold under the QuickLabel, TrojanLabel, GetLabels and AstroJet brands are used in brand owner and commercial applications to provide product packaging, marketing, tracking, branding, and labeling solutions to a wide array of industries. The Product ID segment offers a variety of digital color label tabletop printers and light commercial label printers, direct-to-package printers, high-volume presses, and specialty OEMs printing systems. We expanded our product offerings with the May 2024 MTEX acquisition to include mid-to-high volume direct-to-package printers, flexible packaging printers, and label printers primarily targeting the industrial and commercial printing segments. Products manufactured by our Astro Machine facility also include a variety of label printers, mail and flat-pack printers and packaging printing, and related processing and handling equipment. Hardware sales are approximately
Our Product ID products are sold by direct field salespersons and independent dealers and representatives. In the United States, we have factory-trained direct field salespeople located throughout the country specializing in Product ID products. We also have direct field sales or service centers in Canada, China, Denmark, France, Germany, Malaysia, Portugal, Singapore, and the United Kingdom staffed by our own employees and dedicated third party contractors. Additionally, we utilize over 125 independent dealers and representatives selling and marketing our products in approximately 100 countries.
In the Aerospace segment, we have a long history of using our technologies to provide high-resolution flight deck and cabin printers and, networking systems for the aerospace market. We also provide parts, service, specialty paper and other supplies for our aerospace customers. Hardware comprises approximately
6
industrial manufacturing. Our Aerospace products are predominantly sold directly and through a limited number of independent representatives.
Unless otherwise indicated, references to “AstroNova,” the “Company,” “we,” “our,” and “us” in this Quarterly Report on Form 10-Q refer to AstroNova, Inc. and its consolidated subsidiaries.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods included herein. These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.
The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes, including those that require consideration of forecasted financial information using information that is reasonably available to us at this time. Some of the more significant estimates relate to revenue recognition, allowances for doubtful accounts, inventory valuation, income taxes, valuation of long-lived assets, intangible assets and goodwill, share-based compensation, and warranty reserves. Management’s estimates are based on the facts and circumstances available at the time estimates are made, 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.
Beginning with the first quarter of our fiscal year ending January 31, 2026, we have adjusted our fiscal quarters to end on April 30, July 31, October 31 and January 31. Prior year periods have not been recast to reflect this change.
Results of operations for the interim periods presented herein are not necessarily indicative of the results that may be expected for the full year.
Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year’s presentation.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of AstroNova, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.
Note 2 – Summary of Significant Accounting Policies Update
The accounting policies used in preparing the condensed consolidated financial statements in this Form 10-Q are the same as those used in preparing our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 enhances expense disclosures on both an annual and interim basis by requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements. This ASU requires disclosure in tabular format of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, as applicable, for each income statement line item that contains those expenses. Specific expenses, gains and losses that are already disclosed under existing US GAAP are also required to be included in the disaggregated income statement expense line-item disclosures, and any remaining amounts will need to be described quantitatively. Additionally, ASU 2024-03 requires disclosure of the total amount of selling expenses and the entity’s definition of selling expenses. ASU 2024-03 is effective for the first annual disclosure period beginning after December 15, 2026, and for the interim periods subsequent to that, with early adoption permitted. The amendment should be applied prospectively; however, retrospective application is permitted. We are currently evaluating the new disclosure requirements of ASU 2024-03 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements or disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 modifies the requirement for income tax disclosures to include (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic
7
and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact and related disclosures required as a result of adopting this new guidance within our Annual Report on Form 10-K for the year ended January 31, 2026, and subsequent annual reports.
No other new accounting pronouncements, issued or effective during the first six months of the current year, have had or are expected to have a material impact on our consolidated financial statements.
Note 3 – Acquisition
MTEX
Background
On
In accordance with the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser acquired from the Seller,
The purchase price for this acquisition consisted of EUR
8
Purchase Price Allocation
A summary of the fair value of the consideration transferred as of the acquisition closing date is presented in the table below:
(In thousands) |
|
Preliminary Estimate |
|
|
Measurement Period Adjustment |
|
|
Final |
|
|||
Cash Paid at Closing |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Holdback Amount |
|
|
|
|
|
— |
|
|
|
|
||
Fair Value of the Earnout |
|
|
|
|
|
( |
) |
|
|
— |
|
|
Total Purchase Price |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
In accordance with the terms of the Purchase Agreement, the Seller may have been entitled to additional contingent consideration of potential earn-out payments if specified revenue targets were achieved by MTEX for the three calendar year periods ending after the closing date. The approach to valuing the initial contingent consideration relating to the earn-out requires the use of unobservable factors such as projected revenues over the term of the earn-out periods, discounted for the period over which the initial contingent consideration is measured, and relevant volatility rates. Based upon these assumptions, the earn-out contingent consideration was valued using an option pricing model, which resulted in the estimated fair value being reduced to
Since the initial preliminary estimates, we have adjusted certain amounts for the fair value of the assets acquired and liabilities assumed as a result of obtaining additional information that allowed us to determine the final purchase price allocation. Measurement period adjustments were recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date. As of the end of the first quarter of fiscal 2026, we completed our final fair value determination of the assets acquired and liabilities assumed.
The following table sets forth the final purchase price allocation of the MTEX acquisition for the estimated fair value of the net assets acquired and liabilities assumed as of May 6, 2024:
(In thousands) |
|
Preliminary Estimate |
|
|
Measurement Period Adjustment |
|
|
Final Purchase Price Allocation |
|
|||
Cash |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Accounts Receivable |
|
|
|
|
|
( |
) |
|
|
|
||
Inventory |
|
|
|
|
|
( |
) |
|
|
|
||
Prepaid Expenses and Other Current Assets |
|
|
|
|
|
— |
|
|
|
|
||
Property, Plant and Equipment |
|
|
|
|
|
— |
|
|
|
|
||
Other Long-Term Assets |
|
|
|
|
|
|
|
|
|
|||
Identifiable Intangible Assets |
|
|
|
|
|
( |
) |
|
|
|
||
Goodwill |
|
|
|
|
|
|
|
|
|
|||
Accounts Payable and Other Current Liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Debt Assumed |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other Long-Term Liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total Purchase Price |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
The following table reflects the preliminary fair value of the acquired identifiable intangible assets and related estimated useful lives:
(In thousands) |
|
Fair |
|
|
Measurement Period Adjustment |
|
|
Final Fair Value |
|
|
Useful Life |
|
||||
Customer Relations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|||
Internally Developed Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trademarks/Tradenames |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|||
The customer relations intangible asset represents the relationships that will be maintained with certain historical customers of MTEX. The trademark/tradename intangible assets reflect the industry reputation of the MTEX name, and the registered trademarks held by MTEX for the use of several marks and logos. The internally developed technology intangible asset represents software used to collect a wide range of data on each piece of equipment and the ability to monitor customer ink usage and troubleshoot issues with customers.
9
The fair value of the customer relations intangible asset acquired was estimated by applying the income approach using the Multi-Period Excess Earning Method. This fair value measurement is based on significant inputs that are not observable in the market and therefore represents a Level 3 measurement as defined in ASC 820, “Fair Value Measurement.” The fair value determined under this approach is a function of (i) future revenues expected to be generated by these assets and the profitability of the assets, (ii) identification of the contribution of other tangible and intangible assets to the cash flows generated by these asset to apply an appropriate capital charge against the cash flow, and (iii) a discount rate of
The purchased goodwill of $
During the first six months of the current year, we incurred an additional $
The amounts of revenue and earnings before taxes attributable to MTEX and included in our consolidated statements of income for the three and six months ended July 31, 2025 and August 3, 2024 were as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
July 31, 2025 |
|
|
August 3, 2024 |
|
|
July 31, 2025 |
|
|
August 3, 2024 |
|
||||
Revenue |
|
$ |
|
(1) |
$ |
|
|
$ |
|
(2) |
$ |
|
||||
Gross Profit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and Development Expenses |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
General and Administrative Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Operating Expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating Loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other Income (Expenses) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Earnings (Loss) before Taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
(1)
(2)
MTEX was acquired on May 6, 2024, and therefore for fiscal 2025 second quarter and second quarter year-to-date results are the same.
MTEX no longer operates as an independent business, but rather our manufacturing operation in Portugal is treated as a cost center. The majority of MTEX sales are through intercompany operations. MTEX financial results are reported as part of the Product ID segment. Pro forma results as if the acquisition was closed on February 1, 2024 are not provided, as disclosure of such amounts was impractical to determine.
10
Note 4 – Revenue Recognition
We derive revenue from (i) the sale of hardware, including digital color label printers and specialty OEM printing systems, portable data acquisition systems, and airborne printers and networking hardware used in the flight deck and cabin of military, commercial and business aircraft, (ii) the sale of related supplies required in the operation of the hardware, (iii) repairs and maintenance of hardware and (iv) service agreements.
Revenues disaggregated by primary geographic markets and major product types are as follows:
Primary geographical markets:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
July 31, 2025 |
|
|
August 3, 2024 |
|
|
July 31, 2025 |
|
|
August 3, 2024 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Central and South America |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Major product types:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
July 31, 2025 |
|
|
August 3, 2024 |
|
|
July 31, 2025 |
|
|
August 3, 2024 |
|
||||
Hardware |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Contract Assets and Liabilities
We normally do not have contract assets, which are primarily unbilled accounts receivable that are conditional on something other than the passage of time.
Our contract liabilities, which represent billings in excess of revenue recognized, are related to advanced billings for purchased service agreements and extended warranties. Contract liabilities were $
In March 2025, we entered into an agreement with a customer to support the production ramp-up for one of our Aerospace product lines. Under the terms of the agreement, the customer made an advance payment of $
11
Contract Costs
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain costs related to obtaining sales contracts for our aerospace printer products meet the requirement to be capitalized. These costs are deferred and amortized over the remaining useful life of these contracts, which we currently estimate to be approximately
Note 5 – Net Income (Loss) Per Common Share
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares and, if dilutive, common equivalent shares, determined using the treasury stock method for stock options, restricted stock awards and restricted stock units outstanding during the period.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
||||||||||
|
|
July 31, 2025 |
|
|
August 3, 2024 |
|
|
July 31, 2025 |
|
|
August 3, 2024 |
|
|
||||
Weighted Average Common Shares Outstanding – Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of Dilutive Options, Restricted Stock Awards |
|
|
|
(1) |
|
|
(2) |
|
|
(1) |
|
|
|
||||
Weighted Average Common Shares Outstanding – Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1)
(2)
For the three and six months ended July 31, 2025, the diluted per share amounts do not reflect weighted average common equivalent shares outstanding of
12
Note 6 – Intangible Assets
Intangible assets are as follows:
|
|
July 31, 2025 |
|
|
January 31, 2025 |
|
||||||||||||||||||||||||||
(In thousands) |
|
Gross |
|
|
Accumulated |
|
|
Currency |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Currency |
|
|
Net |
|
||||||||
RITEC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer Contract |
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
||||
TrojanLabel: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Distributor Relations |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||||
Honeywell: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer Contract |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
||||
Astro Machine: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer Contract |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
||||
Trademarks |
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
||||||
MTEX: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer Contract |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Internally Developed Technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Trademarks |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Intangible Assets, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
There were
With respect to the acquired intangible assets included in the table above, amortization expense of $
Estimated amortization expense for the next five fiscal years is as follows:
(In thousands) |
|
Remaining |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|||||
Estimated amortization expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Note 7 – Inventories
Inventories are stated at the lower of cost (standard and average methods) or net realizable value and include material, labor and manufacturing overhead.
(In thousands) |
|
July 31, 2025 |
|
|
January 31, 2025 |
|
||
Materials and Supplies |
|
$ |
|
|
$ |
|
||
Work-In-Process |
|
|
|
|
|
|
||
Finished Goods |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Inventory Reserve |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
||
13
Note 8 – Property, Plant and Equipment
Property, plant and equipment consist of the following:
(In thousands) |
|
July 31, 2025 |
|
|
January 31, 2025 |
|
||
Land and Land Improvements |
|
$ |
|
|
$ |
|
||
Buildings and Leasehold Improvements |
|
|
|
|
|
|
||
Machinery and Equipment |
|
|
|
|
|
|
||
Computer Equipment and Software |
|
|
|
|
|
|
||
Gross Property, Plant and Equipment |
|
|
|
|
|
|
||
Accumulated Depreciation |
|
|
( |
) |
|
|
( |
) |
Net Property Plant and Equipment |
|
$ |
|
|
$ |
|
||
Depreciation expense on property, plant and equipment was $
Note 9 – Credit Agreement and Long-Term Debt
In connection with our purchase of MTEX, on May 6, 2024, we entered a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”) with Bank of America, N.A., as lender (the “Lender”). The Third Amendment amended the Amended and Restated Credit Agreement dated as of July 30, 2020, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2021, the LIBOR Transition Amendment, dated as of December 14, 2021, the Second Amendment to Amended and Restated Credit Agreement dated as of August 4, 2022, and the Joinder Agreement relating to our subsidiary Astro Machine Corporation (“Astro Machine”) dated as of August 26, 2022 (as so amended, the “Credit Agreement”; the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), between AstroNova, Inc. as the borrower, Astro Machine as a guarantor, and the Lender.
The Amended Credit Agreement provides for (i) a new term loan to AstroNova, Inc. in the principal amount of EUR
On March 20, 2025, we entered into a Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”) with Bank of America, which further amended the Amended Credit Agreement (as so amended, the “Further Amended Credit Agreement”).
The Further Amended Credit Agreement modified the remaining quarterly installments in which the outstanding balance of the Term Loan must be paid. The outstanding principal balance of the Term Loan as of the effective date of the Fourth Amendment was $
The remaining repayment installments of the Term A-2 Loan were not modified by the Fourth Amendment; the outstanding principal balance of the Term A-2 Loan as of the effective date of the Fourth Amendment was EUR
The amount and availability and repayment terms of the existing $
14
balance under the revolving credit facility as of the effective date of the Fourth Amendment was $
The loans under the Further Amended Credit Agreement are subject to certain mandatory prepayments, subject to various exceptions, from net cash proceeds from certain dispositions of property, certain issuances of equity, certain issuances of additional debt and certain extraordinary receipts.
Amounts repaid under the revolving credit facility may be reborrowed, subject to our continued compliance with the Further Amended Credit Agreement. No amount of the Term Loan or the Term A-2 Loan that is repaid may be reborrowed.
The Further Amended Credit Agreement modified the applicable interest rate margins payable with respect to the Term Loan, the Term A-2 Loan and the revolving credit facility loans and modified the commitment fee payable with respect to the undrawn portion of the revolving credit facility. Under the Further Amended Credit Agreement, the Term Loan and revolving credit facility loans bear interest at a rate per annum equal to, at the Company’s option, either (a) the Term SOFR rate as defined in the Further Amended Credit Agreement (or, in the case of revolving credit loans denominated in Euros or another currency other than U.S. Dollars, the applicable quoted rate), plus a margin that varies within a range of
We must comply with various customary financial and non-financial covenants under the Further Amended Credit Agreement, certain provisions of which covenants were modified by the Fourth Amendment. The financial covenants under the Further Amended Credit Agreement consist of a maximum consolidated leverage ratio, a minimum consolidated fixed charge coverage ratio that is tested commencing with the measurement period ending with the fiscal quarter ending January 31, 2026, and a minimum interim consolidated fixed charge coverage ratio that is tested for certain measurement periods ending April 30, 2025, July 31, 2025 and October 31, 2025; the interim minimum consolidated fixed charge coverage ratio was added by the Fourth Amendment, and certain provisions of the existing financial covenants were modified by the Fourth Amendment.
The Fourth Amendment also provided a waiver of the events of default that had occurred under the Amended Credit Agreement as a result of our failure to comply with the maximum consolidated leverage ratio and the minimum consolidated fixed charge coverage ratio in effect thereunder for our fiscal measurement period ended January 31, 2025 as described above.
The Lender is entitled to accelerate repayment of the loans and to terminate its revolving credit commitment under the Further Amended Credit Agreement upon the occurrence of any of various customary events of default, which include, among other events, the following (which are subject, in some cases, to certain grace periods): failure to pay when due any principal, interest or other amounts in respect of the loans, breach of any of our covenants or representations under the loan documents, default under any other of our or our subsidiaries’ significant indebtedness agreements, a bankruptcy, insolvency or similar event with respect to us or any of our subsidiaries, a significant unsatisfied judgment against us or any of our subsidiaries, or a change of control.
As of July 31, 2025, we were not in compliance with the Further Amended Credit Agreement, as a result of our failure to comply with the minimum consolidated fixed charge coverage ratio in effect for our fiscal measurement period ended July 31, 2025. On September 8, 2025, we and the Lender entered into a Fifth Amendment to Amended and Restated Credit Agreement and Waiver Agreement relating to the Further Amended Credit Agreement (the “Fifth Amendment”), pursuant to which, among other things, (i) the Lender waived the event of default that had occurred under the Further Amended Credit Agreement as a result of our failure to comply with such ratio for such fiscal measurement period, (ii) we agreed to provide to the Lender a mortgage of our owned real property in Elk Grove Village, Illinois to secure our obligations under the Further Amended Credit Agreement and (iii) we agreed to obtain and provide to the Lender a phase II environmental site assessment with respect to our owned real property in West Warwick, Rhode Island and to complete or conduct any required compliance, removal or remedial action with respect to any hazardous materials as set forth in the assessment.
Our obligations under the Further Amended Credit Agreement continue to be secured by substantially all of our personal property assets (including a pledge of the equity interests we hold in ANI Scandinavia ApS, AstroNova GmbH, AstroNova SAS and the Purchaser), subject to certain exceptions, and by a mortgage on our owned real property in West Warwick, Rhode Island, and are guaranteed by, and secured by substantially all of the personal property assets of, Astro Machine. Such obligations will also be secured by the mortgage to be provided on our owned real property in Elk Grove Village, Illinois upon its execution as provided in the Fifth Amendment.
15
Equipment Financing
In January 2024, we entered into a secured equipment loan facility agreement with Banc of America Leasing & Capital, LLC and borrowed a principal amount of $
Assumed Financing Obligations of MTEX
In connection with our acquisition of MTEX, on the May 6, 2024 closing date of this acquisition we assumed certain existing financing obligations of MTEX that remain outstanding as of July 31, 2025. The long-term debt obligations of MTEX that remain outstanding include a term loan (the “MTEX Term Loan”) pursuant to an agreement dated December 22, 2023 (the “MTEX Term Loan Agreement”) between MTEX and Caixa Central de Crédito Agricola Mutuo. The current remaining balance for the MTEX Term Loan as of July 31, 2025, was EUR
MTEX has also received government assistance in the form of interest-free loans from government agencies located in Portugal (the “MTEX Government Grant Term Loans”). The MTEX Government Grant Term Loans are to be repaid to the applicable government agencies. The balance of the MTEX Government Grants Term Loans as of July 31, 2025 is EUR
Additionally, we assumed short-term financing obligations of MTEX including letters of credit, maturing term loans, and financing arrangements for working capital classified as debt of which $
Summary of Outstanding Debt
Revolving Credit Facility
At July 31, 2025, we had an outstanding balance of $
16
Long-Term Debt
Long-term debt in the accompanying condensed consolidated balance sheets is as follows:
(In thousands) |
|
July 31, 2025 |
|
|
January 31, |
|
||
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Equipment Loan ( |
|
|
|
|
|
|
||
Total Debt |
|
$ |
|
|
$ |
|
||
Less: Debt Issuance Costs, net of accumulated amortization |
|
|
|
|
|
|
||
Current Portion of Debt |
|
|
|
|
|
|
||
Long-Term Debt |
|
$ |
|
|
$ |
|
||
During the three and six months ended July 31, 2025, we recognized interest expense on term debt of $
The schedule of required principal payments remaining during the next five years on long-term debt outstanding as of July 31, 2025 is as follows:
(In thousands) |
|
|
|
|
Fiscal 2026, remainder |
|
$ |
|
|
Fiscal 2027 |
|
|
|
|
Fiscal 2028 |
|
|
|
|
Fiscal 2029 |
|
|
|
|
Fiscal 2030 and thereafter |
|
|
|
|
|
|
$ |
|
|
Note 10 – Financial Instruments and Risk Management
We use foreign currency-denominated debt to partially hedge our net investment in our operations in Europe against adverse movements in exchange rates. Commencing on August 3, 2024, a portion of the Euro-denominated debt was designated and effective as an economic hedge of part of the net investment in our Portuguese operation. On January 31, 2025, we assessed the effectiveness of this net investment hedge and determined that it was no longer highly effective. To address this situation, effective January 31, 2025, the Euro-denominated debt has been designated as an economic hedge of part of our net investment in our German operation to replace part of our net investment in our Portuguese operation. As a result, foreign currency transaction gains or losses due to spot rate fluctuations on the Euro-denominated debt are included in the foreign currency translation adjustments in the condensed consolidated statement of comprehensive income (loss) for the three and six months ended July 31, 2025, and within the accumulated other comprehensive items in the shareholder’s equity section of the condensed consolidated balance sheet as of July 31, 2025 as follows:
|
|
Amount of Foreign Currency Translation Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative |
|
|||||||||||||
(In thousands) |
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
Financial Instruments Designated as Net Investment Hedge |
|
July 31, 2025 |
|
|
August 3, 2024 |
|
|
July 31, 2025 |
|
|
August 3, 2024 |
|
||||
Euro Denominated Debt |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
17
Note 11 – Royalty Obligation
In fiscal 2018, we entered into an Asset Purchase and License Agreement with Honeywell International, Inc. (“Honeywell”) to acquire an exclusive, perpetual, world-wide license to manufacture Honeywell’s narrow-format flight deck printers for two aircraft families along with certain inventory used in the manufacturing of the licensed printers. The purchase price included a guaranteed minimum royalty payment of $
The guaranteed minimum royalty payment obligation was recorded at the present value of the minimum annual royalty payments. As of July 31, 2025, we had paid an aggregate of $
In fiscal 2023, we entered into an Asset Purchase and License Agreement with Honeywell International Inc. (the “New HW Agreement”) to acquire an exclusive, perpetual, world-wide license to manufacture Honeywell’s flight deck printers for the Boeing 787 aircraft. The New HW Agreement provides for royalty payments to Honeywell based on gross revenues from the sales of the printers, paper and repair services of the licensed products in perpetuity. The royalty rates vary based on the year in which they are paid or earned and as products are sold or as services are provided and range from single-digit to mid-double-digit percentages of gross revenue. The New HW Agreement includes a provision for guaranteed minimum royalty payments to be paid in the event that the royalties earned by Honeywell do not meet the minimum for the preceding calendar year as follows: $
As of July 31, 2025, the total outstanding royalty obligation under the New HW Agreement was $
Note 12 – Leases
We enter into lease contracts for certain of our facilities at various locations worldwide. Our leases have remaining lease terms of one to ten years, some of which include options to extend the lease term for periods of up to five years when it is reasonably certain that we will exercise such options.
Balance sheet and other information related to our leases are as follows:
Operating Leases (In thousands) |
|
Balance Sheet Classification |
|
July 31, 2025 |
|
|
January 31, |
|
||
Lease Assets |
|
Right of Use Assets |
|
$ |
|
|
$ |
|
||
Lease Liabilities – Current |
|
Other Accrued Expenses |
|
$ |
|
|
$ |
|
||
Lease Liabilities – Long Term |
|
Lease Liabilities |
|
$ |
|
|
$ |
|
||
Lease cost information is as follows:
|
|
|
|
Three Months |
|
|||||
Operating Leases (In thousands) |
|
Statement of Income Classification |
|
July 31, 2025 |
|
|
August 3, |
|
||
Operating Lease Costs |
|
General and Administrative Expense |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
Six Months |
|
|||||
Operating Leases (In thousands) |
|
Statement of Income Classification |
|
July 31, 2025 |
|
|
August 3, |
|
||
Operating Lease Costs |
|
General and Administrative Expense |
|
$ |
|
|
$ |
|
||
18
Maturities of operating lease liabilities are as follows:
(In thousands) |
|
July 31, |
|
|
Fiscal 2026, remaining |
|
$ |
|
|
Fiscal 2027 |
|
|
|
|
Fiscal 2028 |
|
|
|
|
Fiscal 2029 |
|
|
|
|
Fiscal 2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total Lease Payments |
|
|
|
|
Less: Imputed Interest |
|
|
( |
) |
Total Lease Liabilities |
|
$ |
|
|
As of July 31, 2025, the weighted-average remaining lease term and weighted-average discount rate for our operating leases are
19
Supplemental cash flow information related to leases is as follows:
|
|
Three Months |
|
|||||
(In thousands) |
|
July 31, |
|
|
August 3, |
|
||
Cash paid for operating lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
Six Months |
|
|||||
(In thousands) |
|
July 31, |
|
|
August 3, |
|
||
Cash paid for operating lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Note 13 – Government Grants
MTEX receives grants from its local government in Portugal to support its operations and various capital projects. We account for these government grants by analogy to International Accounting Standards 20, “Accounting for Government Grants and Disclosure of Government Assistance”, which follows a grant accounting model. Under this accounting framework, government assistance is recognized when it is probable we will receive assistance and comply with the conditions attached to the assistance. Operational related assistance is recorded on a systematic basis over the periods in which the related costs or expenditures have occurred and is presented as a reduction in the expense for which it is intended to defray. Capital related assistance is recorded as long-term deferred revenue and is recognized in cost of revenue as an offset against depreciation expense over the applicable asset's useful life.
The grant programs have various execution periods - some ending in May 2025 and others continuing through November 2026. The government agencies may verify compliance with the conditions established in the contracts during the investment phase and upon completion and are entitled to propose adjustments and require reimbursement if the contracts do not meet the specifications. Historically, no significant corrections or returns have occurred. As of July 31, 2025, there are
The capital related government contracts between the Portuguese government and MTEX are defined on a grant-by-grant basis, with partial reimbursement of the assets acquired in connection with these grants. We have $
Under the operational related assistance grants, MTEX commits to research and development projects that the Portuguese government partially reimburses. We have recognized $
Note 14 – Accumulated Other Comprehensive Loss
The changes in the balance of accumulated other comprehensive loss by component are as follows:
(In thousands) |
|
Foreign |
|
|
Balance at January 31, 2025 |
|
$ |
( |
) |
Other Comprehensive Income |
|
|
|
|
Balance at July 31, 2025 |
|
$ |
( |
) |
The amounts presented above are net of taxes except for translation adjustments associated with our German and Danish subsidiaries. The foreign cumulative translation adjustment includes translation adjustments and net investment hedges. See Note 10, “Financial Instruments and Risk Management” for additional disclosures about the net investment hedge.
Note 15 – Share-Based Compensation
We have one equity incentive plan from which we are authorized to grant equity awards, the AstroNova, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for, among other things, the issuance of awards, including incentive stock options, non-qualified stock options, stock appreciation rights, time-based restricted stock units (“RSUs”), or performance-based
20
restricted stock units (“PSUs”) and restricted stock awards (“RSAs”). The 2018 Plan authorizes the issuance of up to
In addition to the 2018 Plan, we previously granted equity awards under our 2015 Equity Incentive Plan (the “2015 Plan”) and our 2007 Equity Incentive Plan (the “2007 Plan”). No new awards may be issued under either the 2007 Plan or 2015 Plan, but outstanding awards will continue to be governed by those plans. As of July 31, 2025, options to purchase an aggregate of
We also have a Non-Employee Director Annual Compensation Program (the “Program”) under which each non-employee director receives an automatic grant of RSAs on the date of the regular full meeting of the Board of Directors held each fiscal quarter. Under the Program, the number of whole shares to be granted each quarter is equal to
Share-based compensation expense was recognized as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In thousands) |
|
July 31, |
|
|
August 3, |
|
|
July 31, |
|
|
August 3, |
|
||||
Stock Options |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted Stock Awards and Restricted Stock Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-Settled Performance Awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee Stock Purchase Plan |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock Options
The fair value of stock options granted during the six months ended July 31, 2025 was estimated using the following assumptions:
Risk Free Interest Rate |
|
|
% |
|
Expected Volatility |
|
|
% |
|
Expected Life (in years) |
|
|
|
The weighted average fair value per share for options granted was $
Aggregated information regarding stock option activity for the six months ended July 31, 2025, is summarized below:
|
|
Number of |
|
|
Weighted Average |
|
||
Outstanding at January 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Exercised |
|
|
|
|
|
|
||
Forfeited |
|
|
|
|
|
|
||
Canceled |
|
|
( |
) |
|
|
|
|
Outstanding at July 31, 2025 |
|
|
|
|
$ |
|
||
21
Below is a summary of options outstanding at July 31, 2025:
Outstanding |
|
|
Exercisable |
|
||||||||||||||||||||
Range of |
|
Number |
|
|
Weighted- |
|
|
Weighted- |
|
|
Number |
|
|
Weighted- |
|
|
Weighted- |
|
||||||
$ |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
||||||
$ |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
||||||
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
||||||
As of July 31, 2025, there was approximately $
Restricted Stock Units (RSUs), Performance-Based Stock Units (PSUs) and Restricted Stock Awards (RSAs)
Aggregated information regarding RSU, PSU and RSA activity for the six months ended July 31, 2025, is summarized below:
|
|
RSUs, PSUs & RSAs |
|
|
Weighted Average |
|
||
Outstanding at January 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding at July 31, 2025 |
|
|
|
|
$ |
|
||
As of July 31, 2025, there was approximately $
Long-Term Incentive Program
In June 2025, the Human Capital and Compensation Committee of our Board of Directors approved the 2026 Senior Executive Long-Term Incentive Program (“2026 LTIP”). The 2026 LTIP provides for the issuance of Stock-Settled Performance Awards (“SSPA”) to senior executives. Each senior executive’s SSPA has a set dollar value at the grant date and will be settled in a variable number of shares of common stock subsequent to fiscal 2028 based on the achievement of certain fiscal 2028 Company performance goals. Shares issued under the 2026 LTIP will be issued from our 2018 Plan.
We record share-based compensation expense related to the 2026 LTIP over the service period of eligible employees based on forecasted performance relative to the Company metrics. To the extent that updated estimates differ from original estimates, the cumulative effect on current and prior periods of those changes is recorded in the period those estimates are revised.
For the three and six months ended July 31, 2025, we recorded $
Employee Stock Purchase Plan (ESPP)
Our ESPP allowed eligible employees to purchase shares of common stock at a
Note 16– Income Taxes
Our effective tax rates are as follows:
|
|
Three Months |
|
|
Six Months |
|
||
Fiscal 2026 |
|
|
% |
|
|
% |
||
Fiscal 2025 |
|
|
( |
)% |
|
|
( |
)% |
22
We determine our estimated annual effective tax rate at the end of each interim period based on full-year forecasted pre-tax income and facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income at the end of each interim period with the cumulative effect of any changes in the estimated annual effective tax rate being recorded in the fiscal quarter in which the change is determined. The tax effect of significant unusual items is reflected in the period in which they occur.
During the three months ended July 31, 2025, we recognized an income tax benefit of $
During the six months ended July 31, 2025, we recognized an income tax benefit of $
On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was signed into law in the United States. The OBBBA includes a broad range of tax reform provisions for businesses, including extensions of key Tax Cuts and Jobs Act provisions, modifications to the international tax framework, and restoration of favorable tax treatment for certain business provisions. Certain provisions of the legislation will become effective in 2025, while others are effective in 2026. As the OBBBA was enacted during our fiscal quarter ended July 31, 2025, we have considered its potential effects and reflected the impact of the OBBBA on our financial position, results of operations, and cash flows. We are in the process of evaluating the impact of these provisions on future periods, but we do not expect the OBBBA to have a material impact on our consolidated financial statements.
Note 17 – Segment Information
Our operations consist of the design, development, manufacture and sale of specialty printers and data acquisition and analysis systems, including both hardware and software and related consumable supplies. We organize and manage our business as a portfolio of products and services designed around a common theme of data acquisition and information output.
We have
Our Product ID segment produces an array of high-technology digital color and monochrome label printers, commercial presses, direct to package/overprint printers, mail and sheet/flatpack printers and flexible packaging printers as well as supplies for a variety of industries worldwide. Our Aerospace segment produces our line of aerospace flight deck and cabin printers, as well as specialty airborne certified networking equipment and related supplies and services. The Aerospace segment also includes data acquisition systems used worldwide for a variety of recording, monitoring and troubleshooting applications for many industries including aerospace, defense, rail, energy, industrial and general manufacturing.
Our CODM has been identified as the President and Chief Executive Officer. The CODM regularly receives and uses discrete financial information about each reporting segment which is used for performance assessments and resource allocation decisions.
The CODM does not evaluate reportable segment asset or liability information, and as such, assets are reported on a consolidated basis only.
23
Summarized below are the Revenue and Segment Operating Profit for each reporting segment:
|
|
Three Months |
|
|
Six Months |
|
||||||||||
($ in thousands) |
|
July 31, |
|
|
August 3, |
|
|
July 31, |
|
|
August 3, |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product ID |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aerospace |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product ID |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aerospace |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Cost of Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product ID (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aerospace(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Operating Expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Operating Income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product ID |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aerospace |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Segment Operating Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate Expense (2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating Income (Loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Interest Expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other Income (Expense) (3) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income (Loss) Before Income Taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Income Tax Provision (Benefit) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net Income (Loss) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
(1)
(2)
(3)
Revenue by product type for each reporting segment:
|
Three Months |
|
|
Six Months |
|
||||||||||
($ in thousands) |
July 31, |
|
|
August 3, |
|
|
July 31, |
|
|
August 3, |
|
||||
Product ID : |
|
|
|
|
|
|
|
|
|
|
|
||||
Hardware |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Supplies |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Product ID Revenue |
|
|
|
|
|
|
|
|
|
|
|
||||
Aerospace: |
|
|
|
|
|
|
|
|
|
|
|
||||
Hardware |
|
|
|
|
|
|
|
|
|
|
|
||||
Supplies |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Aerospace Revenue |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Depreciation and Amortization |
|
|
Capital Expenditures |
|
||||||||||
|
|
July 31, |
|
|
August 3, |
|
|
July 31, |
|
|
August 3, |
|
||||
(In thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Product ID |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aerospace |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
24
Note 18 – Fair Value
Assets and Liabilities Not Recorded at Fair Value
Our long-term debt, including the current portion of long-term debt not reflected in the financial statements at fair value, is reflected in the table below:
|
|
July 31, 2025 |
|
|||||||||||||||||
|
|
Fair Value Measurement |
|
|
|
|
||||||||||||||
(In thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Carrying Value |
|
|||||
Long-Term debt and related current maturities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
January 31, 2025 |
|
|||||||||||||||||
|
|
Fair Value Measurement |
|
|
|
|
||||||||||||||
(In thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Carrying Value |
|
|||||
Long-Term debt and related current maturities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
The fair value of our long-term debt, including the current portion, is estimated by discounting the future cash flows using current interest rates at which similar loans with the same maturities would be made to borrowers with similar credit ratings and is classified as Level 3.
Note 19 - Restructuring
On March 20, 2025, we announced our restructuring actions for fiscal 2026, which include the reduction of approximately
As a result of the adoption and implementation of the above restructuring actions, as of July 31, 2025 we have recognized total pre-tax restructuring charges of $
|
|
Restructuring |
|
|
Amounts paid in quarter ended April 30, 2025 |
|
|
Amounts paid in quarter ended July 31, 2025 |
|
|
Restructuring |
|
||||
Severance and Employee Related Costs |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Other Restructuring Costs |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
The following table summarizes restructuring costs included in the accompanying condensed consolidated statement of income (loss) for the three and six months ended July 31, 2025:
|
Three Months |
|
|
Six Months |
|
||
|
July 31, |
|
|
July 31, |
|
||
(in thousands) |
|
|
|
|
|
||
Cost of Revenue |
$ |
( |
) |
|
$ |
|
|
Operating Expenses: |
|
|
|
|
|
||
Selling & Marketing |
|
|
|
|
|
||
General & Administrative |
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
||
25
Note 20— Subsequent Events
Credit Agreement Amendment and Waiver
On September 8, 2025, we entered into a Fifth Amendment to Amended and Restated Credit Agreement and Waiver Agreement relating to the Further Amended Credit Agreement (the “Fifth Amendment”) with Bank of America. See Note 9, “Credit Agreement and Long-Term Debt” for additional disclosures about the Fifth Amendment.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Overview
This section should be read in conjunction with our condensed consolidated financial statements included elsewhere herein and our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.
We are a multinational enterprise that leverages our proprietary printing technologies to design, develop, manufacture, distribute and service a broad range of products that acquire, store, analyze and enable data to be visualized in multiple formats and on a variety of materials. We market and sell our products and services through the following two segments:
*Effective February 1, 2025, we changed the name of our Test & Measurement segment to “Aerospace” to better reflect the end markets we serve in that segment. The segment name change did not result in any change to the composition of our reportable segments and, therefore, did not result in any changes to our historical segment results or the way our chief operating decision maker (“CODM”) allocates resources or makes decisions.
We market and sell our products and services globally through a diverse distribution structure of direct sales personnel, manufacturers’ 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 driving organic growth through product innovation and through a robust go-to-market strategy that is customer-centric.
On May 4, 2024, we entered into an agreement to acquire MTEX New Solution, S.A., (“MTEX”), a Portugal-based manufacturer of digital printing equipment that addresses a wide variety of markets and applications including, wide format high-volume package printing, labeling, flexible package printing and more. We reported MTEX as a part of our Product ID segment as of the May 6, 2024 closing date. Refer to Note 3, “Acquisition” in our condensed consolidated financial statements located elsewhere in this report for further details.
On March 20, 2025, we announced our restructuring actions for fiscal 2026, which included the reduction of approximately 10% of the Company’s global workforce, primarily in the Product ID segment, and the realignment of our underperforming MTEX operation in Portugal. As part of this initiative, we have eliminated approximately 70% of the MTEX product portfolio, phasing out low-volume, low-profit and developmental models in the nascent fabric printing market to focus more resources on higher-margin products that provide recurring revenue. In addition, all MTEX sales, marketing and customer support functions were integrated into the AstroNova sales structure. We expect our restructuring actions to result in $3.0 million in annualized savings and we expect to complete this plan by the end of fiscal 2026. As of July 31, 2025, we have incurred $1.2 million in restructuring charges primarily consisting of severance-related charges and have realized $3.0 million in annualized savings.
26
On June 29, 2025, Gregory A. Woods resigned from his positions as our Chief Executive Officer and President and as a member of our Board of Directors. Effective as of August 15, 2025, Jorik E. Ittmann became our new President and Chief Executive Officer and a member of our Board of Directors. Mr. Ittmann previously served as our Senior Vice President of Product Identification.
Results of Operations
Three Months Ended July 31, 2025 vs. Three Months Ended August 3, 2024
Revenue by segment and current quarter percentage change over the prior year for the three months ended July 31, 2025 and August 3, 2024 were:
(Dollars in thousands) |
|
July 31, |
|
|
As a |
|
|
August 3, |
|
|
As a |
|
|
% Change |
|
|||||
Product ID |
|
$ |
24,754 |
|
|
|
68.6 |
% |
|
$ |
27,165 |
|
|
|
67.0 |
% |
|
|
(8.9 |
)% |
Aerospace |
|
|
11,348 |
|
|
|
31.4 |
% |
|
|
13,374 |
|
|
|
33.0 |
% |
|
|
(15.1 |
)% |
Total |
|
$ |
36,102 |
|
|
|
100.0 |
% |
|
$ |
40,539 |
|
|
|
100.0 |
% |
|
|
(10.9 |
)% |
Revenue for the second quarter of the current year was $36.1 million, representing a 10.9% decrease compared to the previous year's second quarter reflecting lower sales in both the Product ID and Aerospace segments. Revenue through domestic channels for the second quarter of the current year was $21.9 million, representing approximately 60% of our second quarter revenue and reflecting a decrease of 7.7% from the prior year’s second quarter domestic revenue of $23.8 million. International revenue for the second quarter of the current year was $14.2 million, representing approximately 40% of our second quarter revenue and reflecting a 15.5% decrease from the previous year's second quarter international revenue. International revenue for the second quarter of the current year reflected a favorable foreign exchange rate impact of $0.4 million.
Hardware revenue in the second quarter of the current year was $10.9 million, a $1.4 million or 11.5% decrease compared to the prior year’s second quarter hardware revenue of $12.4 million. The current quarter’s decrease is primarily attributable to a $1.5 million or 20.1% decline in aerospace printer sales in the Aerospace segment compared to the same period in the prior year. We also experienced a $0.9 million decline in hardware sales for our QuickLabel and Trojan Label printer brands in the Product ID segment. Hardware sales in the current quarter were also impacted by a $0.2 million decline in data recorder sales in our Aerospace segment. The overall decline in hardware sales was partially offset by increased hardware sales from our Astro Machine subsidiary of $0.8 million and from MTEX of $0.2 million, both in the Product ID segment.
Supplies revenue in the second quarter of the current year was $19.5 million, a $2.8 million or 12.8% decrease compared to the prior year’s second quarter supplies revenue of $22.3 million. The current quarter decrease in supplies revenue is primarily attributable to a $2.4 million or 11.3% decrease in sales of supplies in the Product ID segment. The total decline in supplies revenue for the current quarter was also impacted by a decline in sales of paper supplies for the aerospace printer product line in the Aerospace segment.
Service and other revenues of $5.7 million in the current quarter decreased $0.2 million or 2.8% compared to service and other revenues of $5.8 million in the second quarter of the prior year. The modest decrease in current quarter service and other revenue was primarily attributable to a sales decline in the Product ID segment of $0.3 million, or 12.8% compared to the same period in the prior year. The decrease in service and other revenue was slightly offset by the contribution of service and other revenue from the aerospace printer product line in the Aerospace segment.
The current year's second quarter gross profit was $11.6 million, an 18.8% decrease compared to the prior year’s second quarter gross profit of $14.3 million. Current quarter gross profit margin of 32.2% reflected a 3.1 point decrease from the prior year’s second quarter gross profit margin of 35.3%. The lower gross profit margin for the current quarter compared to the prior year’s second quarter is primarily attributable to unfavorable product mix and lower sales in the current quarter.
Operating expenses for the current quarter were $12.3 million, a $0.9 million or 7.0% decrease compared to the prior year’s second quarter operating expenses of $13.3 million. Current quarter selling and marketing expenses were $5.7 million, a 14.9% decrease compared to the second quarter of the prior year. Excluding $0.1 million of restructuring costs, selling and marketing expenses decreased $1.1 million from the prior year. The decrease in selling and marketing expenses for the current quarter was primarily due to decreases in employee wages, travel and entertainment, advertising, trade shows and commission expenses. Current quarter general and administrative (“G&A”) expenses were $5.0 million, a 1.7% decrease compared to prior year second quarter G&A expenses of $5.1 million. Current quarter G&A expenses included non recurring charges of $0.6 million for restructuring, $0.1 million for legal, and $0.4 million related to our contested proxy solicitation. Prior year second quarter G&A included non recurring charges of $1.1 million for our MTEX acquisition and CFO transition. Excluding these non recurring charges, current year G&A expenses were flat compared to the prior year. Research and development (“R&D”) expenses were $1.6 million in the current quarter, an 11.6% increase compared to the second quarter prior year R&D expenses of $1.4 million. The $0.2 million increase in R&D expenses from
27
the prior year was primarily due to increases in employee wages, partially offset by decreases in supplies and product testing expenses. R&D spending as a percentage of revenue for the current quarter was 4.4% as compared to 3.5% for the same period in the prior year.
We recognized a federal, state and foreign income tax benefit for the second quarter of the current year of $0.4 million resulting in an effective tax rate of 26.8%. The effective tax rate in this period was directly impacted by a $17,000 tax expense arising from shortfall tax expense related to our common stock and a $43,000 tax benefit related to foreign return to provision differences. During the three months ended August 3, 2024, we recognized an income tax expense of $261,000. The effective tax rate in this period was directly impacted by the return to provision associated with our fiscal 2023 amended federal tax return which resulted in a $447,000 increase in tax expense. Additional impacts on the effective tax rate included a $162,000 tax benefit related to foreign return to provision differences and a $13,000 tax benefit arising from windfall tax benefits related to our common stock.
We reported a net loss of $1.2 million or $(0.16) per diluted share for the second quarter of the current year. Current quarter net loss and net loss per diluted share were impacted by restructuring charges of $0.7 million ($0.5 million net of tax or $0.07 per diluted share), legal fees related to the MTEX litigation of $0.1 million ($0.1 million net of tax or $0.01 per diluted share), and non recurring costs related to our contested proxy solicitation of $0.4 million ($0.3 million net of tax or $0.04 per diluted share). Net loss for the prior year’s second quarter was $0.3 million or $0.04 per diluted share. Net loss and net loss per diluted share for the quarter ended August 3, 2024 were impacted by inventory step-up costs of $0.1 million ($0.1 million net of tax or $ 0.01 per diluted share) and transaction costs of $0.6 million ($0.5 million net of tax or $0.06 per diluted share), both related to the MTEX acquisition, and CFO transition charges of $0.4 million ($0.3 million net of tax or $0.05 million per diluted share).
Six Months Ended July 31, 2025 vs. Six Months Ended August 3, 2024
Revenue by segment and current period percentage change over the prior year for the six months ended July 31, 2025 and August 3, 2024 were:
(Dollars in thousands) |
|
July 31, |
|
|
As a |
|
|
August 3, |
|
|
As a |
|
|
% Change |
|
|||||
Product ID |
|
$ |
51,043 |
|
|
|
69.2 |
% |
|
$ |
50,350 |
|
|
|
68.5 |
% |
|
|
1.4 |
% |
Aerospace |
|
|
22,767 |
|
|
|
30.8 |
% |
|
|
23,150 |
|
|
|
31.5 |
% |
|
|
(1.7 |
)% |
Total |
|
$ |
73,810 |
|
|
|
100.0 |
% |
|
$ |
73,500 |
|
|
|
100.0 |
% |
|
|
0.4 |
% |
Revenue for the first six months of the current year was $73.8 million, representing a 0.4% increase compared to the previous year’s first six months’ revenue. Revenue through domestic channels for the first half of the current year was $44.6 million, an increase of 2.9% from the prior year’s domestic revenue of $43.3 million. International revenue for the first six months of the current year was $29.2 million, a 3.2% decrease from the previous year’s international revenue of $30.2 million. International revenue for the first six months of the current year reflected a favorable foreign exchange rate impact of $0.4 million.
Hardware revenue in the first six months of the current year was $22.2 million, a 4.7% increase compared to the prior year’s first six months’ hardware revenue of $21.2 million. The current year's increase is primarily attributable to growth in hardware sales in the Product ID segment, as current year hardware sales were $9.3 million, an increase of 14.5% or $1.2 million compared to the previous year's Product ID hardware sales of $8.1 million. This increase was slightly offset by declines in hardware sales in the Aerospace segment for the current year which were $12.9 million, a 1.4% decrease from the prior year’s Aerospace hardware sales of $13.1 million, with the decline primarily related to lower sales in the data recorder product line, offset by a slight increase in current year aerospace printer sales.
Supplies revenue in the first half of the current year was $40.6 million, representing a 1.0% decrease over the prior year’s six months’ supplies revenue of $41.0 million, as supplies revenue slightly decreased in both the Product ID and Aerospace segments in the current year. The Product ID supply sales decrease relates primarily to a decline in sales of our ink jet supply products in our QuickLabel product group, which was slightly offset by an increase in ink jet sales in our Trojan Label and Astro Machine products and print head and media supply sales in our QuickLabel product group. Also contributing to the decrease in the current year’s supplies revenue was a decline in paper revenue for the airborne printer product line in the Aerospace segment.
Service and other revenues were $11.0 million in the first six months of the current year, a 2.5% decrease compared to the prior year’s first six months of service and other revenues of $11.3 million. The decrease is primarily due to a $0.4 million or 11.1% decline in sales repairs and parts revenue in the Product ID segment. The overall supplies sales decrease is partially offset by a $0.1 million or 1.8% increase in parts and repairs revenue in the airborne printer product line in the Aerospace segment.
Gross profit for the first six months of the current year was $24.3 million, a 7.7% decrease compared to the prior year’s gross profit of $26.3 million. Our gross profit margin of 32.9% in the current year reflects a 2.9 percentage point decrease from the prior
28
year’s first six months’ gross profit margin of 35.8%. The decrease in gross profit and related profit margin for the current year is primarily attributable to lower sales, product mix and $0.4 million in restructuring costs in the current year.
Operating expenses for the first six months of the current fiscal year were $24.4 million, a 2.2% increase compared to the prior year’s first six months operating expenses of $23.9 million. Selling and marketing expenses for the current year were $11.3 million, a decrease of 8.9% compared to the previous year’s $12.4 million. Excluding the impact of a $0.5 million increase for six months of MTEX expenses recognized in the current year and $0.2 million increase related to restructuring expenses, current year selling and marketing expenses have decreased $1.9 million compared to the prior year. The decrease for the current year was primarily due to a decline in employee wages and benefits, travel and entertainment expenses, labor expenses and professional fees. G&A expenses increased 18.0% to $10.0 million in the first six months of the current year compared to $8.5 million in the first six months of the prior year. Current year G&A expenses included non recurring charges of $0.7 million for restructuring, $0.1 for legal, and $0.4 million related to our contested proxy solicitation. Prior year G&A included non recurring charges of $1.1 million for our MTEX acquisition and CFO transition. Excluding these non recurring charges, current year G&A expenses increased $1.7 million from the same period of prior year primarily due to increased employee benefits, subscription fees and demo provisions expenses. R&D spending in the first six months of the current year was $3.1 million, a 3.4% increase compared to the prior year’s first six months R&D spend of $3.0 million. Excluding the impact of a $0.6 million increase in R&D related to MTEX current year R&D expense overall R&D expenses decreased $0.5 million from the same period in the prior year primarily as a result of declines in supplies and product testing expenses. Current year’s spending on R&D represents 4.2% of revenue compared to the prior year’s first six months’ level of 4.1%.
Other expenses during the first six months of the current year were $1.9 million compared to $1.7 million in the first six months of the previous year. Current year other expense includes interest expense on our term debt and revolving line of credit of $1.8 million and foreign exchange losses and other expenses of $0.1 million. Prior year other expense includes interest expense on our term debt and revolving line of credit of $1.4 million and foreign exchange losses of $0.3 million.
We recognized a $0.4 million income tax benefit for the first six months of the fiscal year, resulting in an effective tax rate of 18.9%. The effective tax rate in this period was directly impacted by a $109,000 tax expense related to the return to provision associated with our fiscal 2023 amended state tax returns. Additional impacts on the effective tax rate included a $79,000 tax expense arising from shortfall tax expense related to our common stock, a $26,000 tax benefit related to the expiration of the statute of limitations on a previously uncertain tax position and a $43,000 tax benefit related to foreign return to provision differences. We recognized a $0.2 million income tax benefit for the first six months of the prior fiscal year, resulting in an effective tax rate of (24.9)%. The effective tax rate was directly impacted by a $124,000 tax benefit related to a previously unrecorded reduction in our future income tax payable balance that should have been discretely recognized in the fourth quarter of fiscal year 2024, netted with the current quarter tax expense related to amending our fiscal year federal tax return. Additional impacts on the effective tax rate include a $162,000 tax benefit related to foreign return to provision differences and an $88,000 tax benefit arising from windfall tax benefits related to our common stock.
We reported net loss of $1.6 million, or $0.21 per diluted share, for the first six months of the current year. Net loss and net loss per diluted share for the six months ended July 31, 2025, were impacted by inventory step up cost of $0.1 million ($0.1 million net of tax or $0.01 per diluted share) and transaction costs of $0.3 million ($0.2 million net of tax or $0.03 per diluted share), both related to the MTEX acquisition, restructuring charges of $1.2 million ($0.9 million net of tax or $0.12 per diluted share), legal fees related to the MTEX litigation of $0.1 million ($0.1 million net of tax or $0.01 per diluted share), and non-recurring proxy costs of $0.4 million ($0.3 million net of tax or $0.04 per diluted share). We reported net income of $0.9 million, or $0.11 per diluted share, for the six months ended August 3, 2024. Net income and net income per diluted share for this period were impacted by inventory step up cost of $0.1 million ($0.1 million net of tax or $ 0.01 per diluted share) and transaction costs of $0.6 million ($0.5 million net of tax or $0.06 per diluted share), both related to the MTEX acquisition and CFO transition charges of $0.4 million ($0.3 million net of tax or $0.05 million per diluted share).
Segment Analysis
We report two segments: Product ID and Aerospace and evaluate segment performance based on the segment profit before general and administrative expenses. Summarized below are the revenue and segment operating profit for each reporting segment:
29
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||||||||||||||||||
|
|
Revenue |
|
|
Segment Operating Profit (Loss) |
|
|
Revenue |
|
|
Segment Operating Profit (Loss) |
|
||||||||||||||||||||
(In thousands) |
|
July 31, |
|
|
August 3, |
|
|
July 31, |
|
|
August 3, |
|
|
July 31, |
|
|
August 3, |
|
|
July 31, |
|
|
August 3, |
|
||||||||
Product ID |
|
$ |
24,754 |
|
|
$ |
27,165 |
|
|
$ |
1,916 |
|
|
$ |
2,348 |
|
|
$ |
51,043 |
|
|
$ |
50,350 |
|
|
$ |
4,707 |
|
|
$ |
5,340 |
|
Aerospace |
|
|
11,348 |
|
|
|
13,374 |
|
|
|
2,410 |
|
|
|
3,834 |
|
|
|
22,767 |
|
|
|
23,150 |
|
|
|
5,176 |
|
|
|
5,555 |
|
Total |
|
$ |
36,102 |
|
|
$ |
40,539 |
|
|
|
4,326 |
|
|
|
6,182 |
|
|
$ |
73,810 |
|
|
$ |
73,500 |
|
|
|
9,883 |
|
|
|
10,895 |
|
Corporate Expenses |
|
|
|
|
|
|
|
|
5,034 |
|
|
|
5,121 |
|
|
|
|
|
|
|
|
|
10,018 |
|
|
|
8,488 |
|
||||
Operating Income |
|
|
|
|
|
|
|
|
(708 |
) |
|
|
1,061 |
|
|
|
|
|
|
|
|
|
(135 |
) |
|
|
2,407 |
|
||||
Interest Expense |
|
|
|
|
|
|
|
|
(885 |
) |
|
|
(938 |
) |
|
|
|
|
|
|
|
|
(1,782 |
) |
|
|
(1,419 |
) |
||||
Other Income/(Expense), net |
|
|
|
|
|
|
|
|
(104 |
) |
|
|
(173 |
) |
|
|
|
|
|
|
|
|
(80 |
) |
|
|
(292 |
) |
||||
Income (Loss) Before Income Taxes |
|
|
|
|
|
|
|
|
(1,697 |
) |
|
|
(50 |
) |
|
|
|
|
|
|
|
|
(1,997 |
) |
|
|
696 |
|
||||
Income Tax Provision (Benefit) |
|
|
|
|
|
|
|
|
(454 |
) |
|
|
261 |
|
|
|
|
|
|
|
|
|
(378 |
) |
|
|
(173 |
) |
||||
Net Income (Loss) |
|
|
|
|
|
|
|
$ |
(1,243 |
) |
|
$ |
(311 |
) |
|
|
|
|
|
|
|
$ |
(1,619 |
) |
|
$ |
869 |
|
||||
Product ID
During the second quarter of fiscal 2025 we acquired MTEX, a Portugal-based manufacturer of digital printing equipment that brought us new technology, a low-cost manufacturing facility and a larger addressable market. Since the closing of that transaction on May 6, 2024, MTEX has been reported as a part of our Product ID segment. Although we remain excited about the opportunities created by MTEX’s complementary product portfolio and anticipate improved overall business and enhanced customer service as we integrate MTEX’s advanced technology across other areas of our product portfolio, the integration of MTEX has been more time-consuming and resource-intensive than we originally anticipated. Additionally, in the course of integrating MTEX into our operations, we have discovered certain facts that we believe may constitute breaches of the representations and warranties included in the definitive agreements governing our acquisition of MTEX. We are continuing to investigate these matters and are seeking remedies from the seller under those agreements.
We define the primary markets we serve through our Product ID segment as follows:
30
The table below provides Product ID revenue by the markets in which products and services are sold for the three and six months ended July 31, 2025 and August 3, 2024:
|
|
Three Months |
|
|
Six Months |
|
||||||||||
(In thousands) |
|
July 31, |
|
|
August 3, |
|
|
July 31, |
|
|
August 3, |
|
||||
Desktop Label Printers |
|
$ |
15,190 |
|
|
$ |
16,349 |
|
|
$ |
30,668 |
|
|
$ |
30,570 |
|
Mail & Sheet/Flat Pack Printers |
|
|
3,740 |
|
|
|
3,471 |
|
|
|
7,790 |
|
|
|
7,401 |
|
Professional Label Printers |
|
|
3,506 |
|
|
|
4,231 |
|
|
|
6,753 |
|
|
|
7,477 |
|
Direct to Package/Overprint Printers |
|
|
2,230 |
|
|
|
2,925 |
|
|
|
5,625 |
|
|
|
4,711 |
|
Flexible Packaging Printers |
|
|
69 |
|
|
|
— |
|
|
|
100 |
|
|
|
— |
|
Other |
|
|
19 |
|
|
|
189 |
|
|
|
107 |
|
|
|
191 |
|
TOTAL |
|
$ |
24,754 |
|
|
$ |
27,165 |
|
|
$ |
51,043 |
|
|
$ |
50,350 |
|
Revenue from the Product ID segment decreased $2.4 million or 8.9%, in the second quarter of the current year, with revenue of $24.8 million compared to $27.2 million in the same period of the prior year. The current quarter decrease is primarily attributable to a decline in sales of desktop label printers which decreased $1.2 million or 7.1% from the same period in the prior year. The decrease in current quarter revenue was also impacted by the decline in sales of professional label printers which decreased $0.7 million or 17.1% from second quarter of the prior year as well as a decline in direct to package/overprinters sales which decreased $0.7 million or 23.8% from the same period in the prior year. The Product ID segment recognized current quarter segment operating income of $1.9 million, reflecting a profit margin of 7.7%. This compares to the prior year’s second quarter segment profit of $2.3 million and related margin of 8.6%. The decrease in the current year second quarter Product ID segment operating profit and margin is primarily due to lower sales, product mix and higher costs in the current period, in part associated with the restructuring costs.
Revenue from the Product ID segment increased $0.7 million or 1.4%, in the first six months of the current year, with revenue of $51.0 million compared to $50.4 million in the same period of the prior year. The increase is primarily attributable to an increase in sales of direct to package/overprinters which increased $0.9 million or 19.4% from the same period in the prior year. The increase in revenue for the six months ended July 31, 2025, was also impacted by the increase in mail& sheet/flat pack printer sales which increased $0.4 million or 5.3% from the first six months of the prior year. The overall increase in Product ID sales in the first six months of the current year is partially offset by professional label printer sales which declined $0.7 million or 9.7%. The Product ID segment recognized current year operating income of $4.7 million, reflecting a profit margin of 9.2%. This compares to segment profit of $5.3 million and related margin of 10.6% for the first six months of the prior year. The decrease in Product ID segment operating profit and margin in the current period is primarily due to higher manufacturing costs, in part associated with restructuring activities, along with unfavorable product mix and higher operating costs.
Aerospace
We define the primary markets we serve through our Aerospace segment as follows:
31
Certain amounts previously reported for the three months ended April 30, 2025, have been reclassified between market categories to correct a presentation error. The correction reclassified certain sales amounts between the Defense and Commercial Aircraft categories and, to a lesser extent, other market categories. The reclassification had no impact on total net sales, gross profit, operating income, net income, earnings per share, cash flows, or any other amounts presented in the condensed consolidated financial statements for the period ended April 30, 2025.
The table below presents the originally reported and corrected sales by market for the three months ended April 30, 2025:
|
|
As Reported |
|
|
Corrected |
|
|
Change |
|
|||
(In thousands) |
|
April 30, 2025 |
|
|
April 30, 2025 |
|
|
April 30, 2025 |
|
|||
Aftermarket |
|
$ |
4,869 |
|
|
$ |
4,911 |
|
|
$ |
42 |
|
Commercial Aircraft |
|
|
3,444 |
|
|
|
4,953 |
|
|
$ |
1,509 |
|
Defense |
|
|
2,502 |
|
|
|
811 |
|
|
$ |
(1,691 |
) |
Regional and Business Jet Aircraft |
|
|
251 |
|
|
|
396 |
|
|
$ |
145 |
|
Other |
|
|
353 |
|
|
|
348 |
|
|
$ |
(5 |
) |
TOTAL |
|
$ |
11,419 |
|
|
$ |
11,419 |
|
|
$ |
— |
|
The corrected amounts as presented in the table above are reflected in the comparative prior-period data throughout this Item 2, “Management’s Discussion and Analysis of Financial Condition and results of Operations”.
The table below provides Aerospace revenue by the markets in which products and services are sold for the three and six months ended July 31, 2025 and August 3, 2024:
|
|
Three Months |
|
|
Six Months |
|
||||||||||
(In thousands) |
|
July 31, |
|
|
August 3, |
|
|
July 31, |
|
|
August 3, |
|
||||
Aftermarket |
|
$ |
4,953 |
|
|
$ |
5,326 |
|
|
$ |
9,864 |
|
|
$ |
10,020 |
|
Commercial Aircraft |
|
|
4,714 |
|
|
|
6,299 |
|
|
|
9,667 |
|
|
|
10,112 |
|
Defense |
|
|
1,047 |
|
|
|
608 |
|
|
|
1,858 |
|
|
|
937 |
|
Regional and Business Jet Aircraft |
|
|
431 |
|
|
|
604 |
|
|
|
827 |
|
|
|
1,301 |
|
Other |
|
|
203 |
|
|
|
537 |
|
|
|
551 |
|
|
|
780 |
|
TOTAL |
|
$ |
11,348 |
|
|
$ |
13,374 |
|
|
$ |
22,767 |
|
|
$ |
23,150 |
|
Revenue from the Aerospace segment was $11.3 million for the second quarter of the current fiscal year, representing a $2.0 million or 15.1% decrease compared to revenue of $13.4 million for the same period in the prior year. The decrease in revenue for the current quarter is primarily attributable to a $1.6 million or 25.2% decrease sales in our in commercial aircraft market from the same period in the prior year. Also contributing to the current quarter decrease in revenue was a $0.3 million or 7.0% decline in aftermarket sales compared to the prior year’s second quarter. The current quarter decrease was partially offset by an increase in defense market sales of $0.4 million or 72.2% from the prior year second quarter as a result of a renewed defense contract. Aerospace’s second quarter segment operating profit was $2.4 million, reflecting a profit margin of 21.2%, compared to the prior year second quarter segment operating profit of $3.8 million and operating profit margin of 28.7%. The decrease in Aerospace’s current year second quarter segment operating profit and margin is due to lower revenue and product mix.
Revenue from the Aerospace segment was $22.8 million for the first six months of the current fiscal year, representing a $0.4 million or 1.7% decrease compared to revenue of $23.5 million for the same period as the prior year. The decrease in revenue for the first six months of the current fiscal year is primarily attributable to a decline in sales in our commercial aircraft, regional and business jet aircraft, aftermarket and other markets totaling $1.3 million compared to the same period in the prior year. The decrease in Aerospace revenue in the first six months of the current fiscal year was partially offset by a $0.9 million or 98.3% increase in defense market sales. Aerospace’s second quarter segment operating profit was $5.2 million, reflecting a profit margin of 22.7%, compared to the first six months of the prior fiscal year’s segment operating profit of $5.6 million and operating profit margin of 24.0%. The decrease in Aerospace’s current year segment operating profit and related margin is due to a decrease in revenue, and product mix.
32
Liquidity and Capital Resources
Overview
Our primary sources of liquidity have been cash generated from operating activities and borrowings under our revolving credit facility. These sources have also usually funded the majority of our capital expenditures and contractual contingent consideration obligations. We have funded acquisitions by borrowing under bank term loan and revolving credit facilities.
We believe cash flow generation from operations and available unused credit capacity under our revolving credit facility will support our anticipated needs. Additionally, as discussed below, we amended our credit agreement with Bank of America to finance our acquisition of MTEX and subsequently amended our credit agreement to modify various of its terms. However, for the three- and six-months ended July 31, 2025, we reported net losses of $1.2 million and $1.6 million, respectively.
As of July 31, 2025, we failed to satisfy certain financial covenants under our Further Amended Credit Agreement. While the Lender granted a waiver of the events of default that occurred thereunder as a result of these failures, if it had not done so, it would have been entitled to accelerate repayment of the loans and to terminate its revolving credit commitment under the Further Amended Credit Agreement. If, in the future, we were to violate the terms of our credit agreement and are unable to renegotiate its terms at that time or secure alternative financing, it could have a material adverse impact on our available liquidity.
In connection with our purchase of MTEX, on May 6, 2024, we entered into a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”) with Bank of America, N.A., as lender (the “Lender”). The Third Amendment amended the Amended and Restated Credit Agreement dated as of July 30, 2020, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2021, the LIBOR Transition Amendment, dated as of December 14, 2021, the Second Amendment to Amended and Restated Credit Agreement dated as of August 4, 2022, and the Joinder Agreement relating to our subsidiary Astro Machine Corporation (“Astro Machine”) dated as of August 26, 2022 (as so amended, the “Credit Agreement”; the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), between AstroNova, Inc. as the borrower, Astro Machine as a guarantor, and the Lender.
The Amended Credit Agreement provides for (i) a new term loan to AstroNova, Inc. in the principal amount of EUR 14.0 million (the “Term A-2 Loan”), which term loan is in addition to the existing term loan (the “Term Loan”) outstanding under the Credit Agreement in the principal amount of approximately $12.3 million as of the effective date of the Third Amendment, and (ii) an increase in the aggregate principal amount of the revolving credit facility available to AstroNova, Inc. from $25.0 million to $30.0 million until January 31, 2025, upon and after which the aggregate principal amount of the revolving credit facility reduced to $25.0 million. At the closing of the Third Amendment, we borrowed the entire EUR 14.0 million Term A-2 Loan, EUR 3.0 million under the revolving credit facility and a US dollar amount under the revolving credit facility that was converted to Euros to satisfy the entire purchase price payable on the closing date pursuant to the Purchase Agreement. The revolving credit facility may otherwise be used for general corporate purposes.
On March 20, 2025, we entered into a Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”) with the Lender, which further amended the Amended Credit Agreement (as so amended, the “Further Amended Credit Agreement”).
At July 31, 2025, our cash and cash equivalents were $3.9 million. We have borrowed $19.1 million on our revolving line of credit with Bank of America and have $5.9 million available for borrowing under that facility as of July 31, 2025. Additionally, MTEX has a EUR 0.5 million ($0.6 million) available line of credit with Caixa Central de Crédito Agricola Mutuo. This credit line was established in December 2023 and is renewable every six months. There is nothing outstanding on this line of credit as of July 31, 2025.
Indebtedness
Term Loans and Revolving Credit Loans
The Further Amended Credit Agreement modified the remaining quarterly installments in which the outstanding balance of the Term Loan must be paid; the outstanding principal balance of the Term Loan as of the effective date of the Fourth Amendment was $9.5 million. Under the Further Amended Credit Agreement, such remaining quarterly installments must be paid on the last day of each of our fiscal quarters through April 30, 2027 in the principal amount of (i) in the case of the installments for the fiscal quarters ending April 30, 2025 through January 31, 2026, $325,000 each, (ii) in the case of the installments for the fiscal quarters ending April 30, 2026 through January 31, 2027, $725,000 each, and (iii) in the case of the installment for the fiscal quarter ending April 30, 2027, $950,000; the entire then-outstanding principal balance of the Term Loan is required to be paid on August 4, 2027. We continue to have the right to voluntarily prepay the Term Loan, in whole or in part, from time to time without premium or penalty (other than customary breakage costs, if applicable).
33
The remaining repayment installments of the Term A-2 Loan were not modified by the Fourth Amendment; the outstanding principal balance of the Term A-2 Loan as of the effective date of the Fourth Amendment was EUR 12,250,000. The Further Amended Credit Agreement requires that the Term A-2 Loan be paid in quarterly installments on the last day of each of our fiscal quarters through April 30, 2027 in the principal amount of EUR 583,333 each, and the entire then-remaining principal balance of the Term A-2 Loan is required to be paid on August 4, 2027. We continue to have the right to voluntarily prepay the Term A-2 Loan, in whole or in part, from time to time without premium or penalty (other than customary breakage costs, if applicable).
The amount and availability and repayment terms of the $25.0 million revolving credit facility available to the Company under the Further Amended Credit Agreement were not modified by the Fourth Amendment; the outstanding principal balance under the revolving credit facility as of the effective date of the Fourth Amendment was $21.7 million. We may repay borrowings under the revolving credit facility at any time without premium or penalty (other than customary breakage costs, if applicable), but in any event no later than August 4, 2027, and any outstanding revolving loans thereunder will be due and payable in full, and the revolving credit facility will terminate, on such date. We may reduce or terminate the revolving credit facility at any time, subject to certain thresholds and conditions, without premium or penalty.
The loans under the Further Amended Credit Agreement are subject to certain mandatory prepayments, subject to various exceptions, from net cash proceeds from certain dispositions of property, certain issuances of equity, certain issuances of additional debt and certain extraordinary receipts.
Amounts repaid under the revolving credit facility may be reborrowed, subject to our continued compliance with the Further Amended Credit Agreement. No amount of the Term Loan or the Term A-2 Loan that is repaid may be reborrowed.
The Further Amended Credit Agreement modified the applicable interest rate margins payable with respect to the Term Loan, the Term A-2 Loan and the revolving credit facility loans and modified the commitment fee payable with respect to the undrawn portion of the revolving credit facility. Under the Further Amended Credit Agreement, the Term Loan and revolving credit facility loans bear interest at a rate per annum equal to, at the Company’s option, either (a) the Term SOFR rate as defined in the Further Amended Credit Agreement (or, in the case of revolving credit loans denominated in Euros or another currency other than U.S. Dollars, the applicable quoted rate), plus a margin that varies within a range of 1.60% to 2.85% based on our consolidated leverage ratio, or (b) a fluctuating reference rate equal to the highest of (i) the federal fund rate plus 0.50%, (ii) Bank of America’s publicly announced prime rate (iii) the Term SOFR Rate plus 1.00%, or (iv) 0.50%, plus a margin that varies within a range of 0.60% to 1.85% based on our consolidated leverage ratio. Under the Further Amended Credit Agreement, the Term A-2 Loan bears interest at a rate per annum equal to the EURIBOR rate as defined in the Further Amended Credit Agreement, plus a margin that varies within a range of 1.60% to 2.85% based on our consolidated leverage ratio. Under the Further Amended Credit Agreement, the commitment fee that we are required to pay on the undrawn portion of the revolving credit facility under the Further Amended Credit Agreement varies within a range of 0.15% and 0.40% based on our consolidated leverage ratio.
We must comply with various customary financial and non-financial covenants under the Further Amended Credit Agreement, certain provisions of which covenants were modified by the Fourth Amendment. The financial covenants under the Further Amended Credit Agreement consist of a maximum consolidated leverage ratio, a minimum consolidated fixed charge coverage ratio that is tested commencing with the measurement period ending with the fiscal quarter ending January 31, 2026, and a minimum interim consolidated fixed charge coverage ratio that is tested for certain measurement periods ending April 30, 2025, July 31, 2025 and October 31, 2025; the interim minimum consolidated fixed charge coverage ratio was added by the Fourth Amendment, and certain provisions of the existing financial covenants were modified by the Fourth Amendment.
The Fourth Amendment also provided a waiver of the events of default that had occurred under the Amended Credit Agreement as a result of our failure to comply with the maximum consolidated leverage ratio and the minimum consolidated fixed charge coverage ratio in effect thereunder for our fiscal measurement period ended January 31, 2025 as described above.
The Lender is entitled to accelerate repayment of the loans and to terminate its revolving credit commitment under the Further Amended Credit Agreement upon the occurrence of any of various customary events of default, which include, among other events, the following (which are subject, in some cases, to certain grace periods): failure to pay when due any principal, interest or other amounts in respect of the loans, breach of any of our covenants or representations under the loan documents, default under any other of our or our subsidiaries’ significant indebtedness agreements, a bankruptcy, insolvency or similar event with respect to us or any of our subsidiaries, a significant unsatisfied judgment against us or any of our subsidiaries, or a change of control.
As of July 31, 2025, we were not in compliance with the Further Amended Credit Agreement, as a result of our failure to comply with the minimum consolidated fixed charge coverage ratio in effect for our fiscal measurement period ended July 31, 2025. On September 8, 2025, we and the Lender entered into a Fifth Amendment to Amended and Restated Credit Agreement and Waiver Agreement relating to the Further Amended Credit Agreement (the “Fifth Amendment”), pursuant to which, among other things, (i) the Lender waived the event of default that had occurred under the Further Amended Credit Agreement as a result of our failure to comply with such ratios for such fiscal measurement period , (ii) we agreed to provide to the Lender a mortgage of our owned real property in Elk Grove Village, Illinois to secure our obligations under the Further Amended Credit Agreement and (iii) we agreed to obtain and provide to the Lender a phase II environmental site assessment with respect to our owned real property in West Warwick,
34
Rhode Island and to complete or conduct any required compliance, removal or remedial action with respect to any hazardous materials as set forth in the assessment.
Our obligations under the Further Amended Credit Agreement continue to be secured by substantially all of our personal property assets (including a pledge of the equity interests we hold in ANI Scandinavia ApS, AstroNova GmbH, AstroNova SAS and the Purchaser), subject to certain exceptions, and by a mortgage on our owned real property in West Warwick, Rhode Island, and are guaranteed by, and secured by substantially all of the personal property assets of Astro Machine. Such obligations will also be secured by the mortgage to be provided on our owned real property in Elk Grove Village, Illinois upon its execution as provided in the Fifth Amendment.
Equipment Loan
In January 2024, we entered into a secured equipment loan facility agreement with Banc of America Leasing & Capital, LLC and borrowed the principal amount of $0.8 million thereunder for the financing of our purchase of production equipment. The loan matures on January 23, 2029, and bears interest at a fixed rate of 7.06%.
Assumed Financing Obligations of MTEX
In connection with the purchase of MTEX, we assumed certain existing financing obligations of MTEX that remain outstanding as of July 31, 2025. The long-term debt obligations of MTEX that remain outstanding include a term loan (the “MTEX Term Loan”) pursuant to the agreement dated December 22, 2023 (the “MTEX Term Loan Agreement”) between MTEX and Caixa Central de Crédito Agricola Mutuo. The remaining balance for the MTEX Term Loan is EUR 1.5 million ($1.6 million) at July 31, 2025. The MTEX Term Loan requires monthly principal and interest payments totaling EUR 17,402 ($18,795) continuing through maturity on December 21, 2033, and bears interest at a fixed rate of 6.022% per annum.
MTEX has also received government assistance in the form of interest-free loans from government agencies located in Portugal (the “MTEX Government Grant Term Loans”). The MTEX Government Grant Term Loans are to be repaid to the applicable government agencies and are classified as long-term debt. The current balance of the MTEX Government Grants Term Loans as of July 31, 2025 is EUR 0.5 million ($0.6 million). The MTEX Government Grant Term Loans provide interest-free financing so long as monthly principal payments are made. In the event that MTEX and the applicable government agency renegotiate the payment dates, interest will be calculated according to a rate determined by the government agency as of the date of renegotiation and added to the outstanding principal payments. The MTEX Government Grant Term Loans outstanding as of July 31, 2025 mature at different dates through January 2027.
Additionally, we assumed short-term financing obligations of MTEX that remain outstanding as of July 31, 2025, including letters of credit, maturing term loans, and financing arrangements for working capital classified as debt.
Cash Flow
Our statements of cash flows for the six months ended July 31, 2025 and August 3, 2024, are included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Net cash provided by operating activities was $4.6 million for the first six months of fiscal 2026 compared to $7.1 million for the same period of the previous year. The decrease in net cash provided by operations for the first six months of the current year is primarily due to the shift from a net income to a net loss position and a decrease in cash provided by working capital. The combination of changes in accounts receivable, inventory, income taxes payable, accounts payable, accrued expenses and deferred revenue increased cash by $2.3 million for the first six months of fiscal 2026, compared to an increase of $4.3 million for the same period in fiscal 2025.
Our accounts receivable balance decreased to $18.5 million at the end of the second quarter of fiscal 2026 compared to $21.2 million at year end. Days sales outstanding for the second quarter of the current year decreased to 47 days compared to 51 days at year end. Our inventory balance increased to $48.4 million at the end of the second quarter of fiscal 2026, compared to $47.9 million at year end. Maintaining inventory to satisfy ink supply obligations for our customers was the primary reason for the increase in inventory. Inventory days on hand increased to 178 days at the end of the current quarter from 175 days at year end.
Our cash position at July 31, 2025, was $3.9 million compared to $5.1 million at year end. The decrease in cash during the current quarter was primarily a result of the current period net loss, as discussed above, as well as cash outflows during the current year, which included principal payments on our long-term debt and revolving credit facility of $5.1 million, payment of our guaranteed royalty obligation of $0.7 million, and cash used for capital expenditures of $0.1 million.
35
Contractual Obligations, Commitments and Contingencies
There have been no material changes to our contractual obligations as disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, other than those occurring in the ordinary course of business.
Critical Accounting Policies, Estimates and Certain Other Matters
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of commitments and contingencies at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. We base these estimates and judgments on factors we believe to be relevant, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
The process of determining significant estimates is fact-specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial and appraisal techniques. We constantly re-evaluate these significant factors and make adjustments where facts and circumstances dictate.
While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the condensed consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. As the determination of these estimates requires the exercise of judgment, actual results may differ from those estimates, and such differences may be material to our condensed consolidated financial statements. There have been no material changes to the application of critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q 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. Factors which could cause actual results to differ materially from those anticipated include, but are not limited to (a) general economic, financial, industry and business conditions; (b) declining demand in the test and measurement markets, especially defense and aerospace; (c) our ability to develop and introduce new products and achieve market acceptance of these products; (d) our dependance on contract manufacturers and/or single or limited source suppliers; (e) competition in the specialty printer or data acquisition industries; (f) our ability to control our cost structure; (g) our ability to adequately enforce and protect our intellectual property, defend against assertions of infringement or loss of certain licenses; (h) the risk of incurring liabilities as a result of installed product failures due to design or manufacturing defects; (i) the risk of a material security breach of our information technology system or cybersecurity attack impacting our business and our relationship with customers; (j) our ability to attract, develop and retain key employees and manage human capital resources; (k) we may be required to record additional charges to future earnings if our goodwill or intangible assets become further impaired; (l) changes to United States tariff and import/export regulations and potential countermeasures; (m) economic, political and other risks associated with international sales and operations and the impact of changes in foreign currency exchange rates on the results of operations; (n) changes in tax rates or exposure to additional income tax liabilities; (o) our ability to comply with our current credit agreement or secure alternative financing and to otherwise manage our indebtedness; (p) our substantial indebtedness may limit the cash flow available for our operations and exposes us to risks; (q) our ability to successfully integrate and realize the expected benefits from MTEX, Astro Machine and other acquisitions and realize benefits from divestitures; (r) our ability to maintain adequate self-insurance accruals or insurance coverage for employee health care benefits; (s) our compliance with customer or regulators certifications and our compliance with certain governmental laws and regulations; (t) our ability to achieve and maintain effective internal controls and procedures over financial reporting; (u) the risk that we may not successfully execute or achieve the expected benefits of our restructuring plan for our Product Identification segment; and (v) all other risks included under “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. We assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our primary financial market risks consist of foreign currency exchange rates risk and the impact of changes in interest rates that fluctuate with the market on our variable rate credit borrowings under our existing credit agreement.
Foreign Currency Exchange Risk
The functional currencies of our foreign subsidiaries and branches are the local currencies—the British Pound in the U.K., the Canadian Dollar in Canada, the Danish Kroner in Denmark, the Chinese Yuan in China, and the Euro in France, Germany and Portugal. We are exposed to foreign currency exchange risk as the functional currency financial statements of foreign subsidiaries are translated to U.S. dollars. The assets and liabilities of our foreign subsidiaries having a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date, and at an average exchange rate for the reporting period for revenue and expense accounts. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in shareholders’ equity. The reported results of our foreign subsidiaries will be influenced by their translation into U.S. dollars by currency movements against the U.S. dollar. Our primary currency translation exposure is related to our subsidiaries that have functional currencies denominated in Danish Kroner and the Euro. A hypothetical 10% change in the rates used to translate the results of our foreign subsidiaries would result in an increase or decrease in our consolidated net income of less than $0.1 million for the quarter ended July 31, 2025.
Transactional exposure arises where transactions occur in currencies other than the functional currency. Transactions in foreign currencies are recorded at the exchange rate prevailing at the date of the transaction. The resulting monetary assets and liabilities are translated into the appropriate functional currency at exchange rates prevailing at the balance sheet date and the resulting gains and losses are reported as foreign exchange gain (loss) in the consolidated statements of income. Foreign exchange losses resulting from transactional exposure were less than $0.1 million for the six months ended July 31, 2025.
During the six months ended July 31, 2025, there were no material changes to our interest rate risk disclosures as set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended January 31, 2025.
Item 4. 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 report pursuant to Rule 13a-15(b) 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, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended July 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On March 11, 2025, Effort Premier Solutions LDA (“Effort”) and Elói Serafim Alves Ferreira initiated arbitration proceedings against us and our subsidiary AstroNova Portugal, Unipessoal, Lda. in the Arbitration Center located in Oporto, Portugal (Centro de Arbitragem do Instituto de Arbitragem Comercial), alleging, among other things, breaches of the MTEX acquisition agreement and damage to Mr. Ferreira’s professional reputation. On March 31, 2025, we made a preliminary reply rejecting Effort's and Mr. Ferreira’s claims and formally notified the Arbitration Center of our intention to file counterclaims against Effort and Mr. Ferreira, on the grounds of, among other things, breaches of the MTEX acquisition agreement. As of September 9, 2025, neither party has
37
formally presented their allegations or demands for relief to the Court of Arbitration. However, the process of selecting the Arbitration Court's composition has been successfully completed, with each party appointing an arbitrator. Subsequently, the appointed arbitrators have nominated the chairman of the court to serve as the arbitrator president. The first official meeting between the parties and the Court took place on May 28, 2025 to discuss and agree on certain procedural rules not addressed or requiring adjustment under the applicable arbitration rules. At this meeting, the court established deadlines for each party to submit their formal allegations and has set dates for the court hearings. The evidentiary process and hearings are planned over the next six months and any ruling is not expected until the first half of 2026.
Other than the above, there are no other pending or threatened legal proceedings against us that we believe to be material to our financial position or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, one should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, which could materially affect our business, financial condition or future operating results. The risks described in our Annual Report on Form 10-K are not the only risks that could affect our business, as additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results as well as adversely affect the value of our common stock.
If we are unable to comply with our credit agreement with Bank of America or secure alternative financing, our business and financial condition could be materially adversely affected.
Our credit agreement with Bank of America, N.A. requires us, among other things, to satisfy certain financial ratios on an ongoing basis, consisting of a maximum consolidated leverage ratio and certain minimum consolidated fixed charge coverage ratios. We are also required to comply with other covenants and conditions, set forth in our Further Amended Credit Agreement, including, among others, limitations on our and our subsidiaries’ ability to incur future indebtedness, to place liens on assets, to pay dividends or distributions on their capital stock, to repurchase or acquire their capital stock, to conduct mergers or acquisitions, to sell assets, to alter their capital structure, to make investments and loans, to change the nature of their business, and to prepay subordinated indebtedness, in each case subject to certain exceptions and thresholds as set forth in the credit agreement. At July 31, 2025, we were not in compliance with the Further Amended Credit Agreement, which governs our outstanding term loans and revolving line of credit, due to our failure to comply with the minimum consolidated fixed charge coverage ratio in effect for the fiscal measurement period ended on such date. While we were subsequently able to obtain waivers of the associated events of default from Bank of America, there can be no assurance that we would be able to renegotiate the terms of our credit agreement in the event of further covenant violations under our credit agreement. If, in the future, we were to violate the terms of our credit agreement and we were unable to renegotiate its terms at that time or secure alternative financing, it could have a material adverse impact on us.
There have been no other material updates to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
During the second quarter of fiscal 2026, we made the following repurchases of our common stock:
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Total Number |
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|
Weighted |
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Total Number of |
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|
Maximum Number |
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||||
May 1- May 31 |
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|
— |
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|
$ |
— |
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|
|
— |
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|
|
— |
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June 1 - June 30 |
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|
2,739 |
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(a) |
$ |
9.01 |
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(a) |
|
— |
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|
|
— |
|
July 1 - July 31 |
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|
— |
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|
$ |
— |
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|
|
— |
|
|
|
— |
|
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During the three months ended July 31, 2025, no director or officer of the Company
We are providing the following information under this Item 5 in lieu of reporting the information under Item 1.01, “Entry into a Material Definitive Agreement” of a Current Report on Form 8-K with a due date on or after the date hereof:
On September 8, 2025, the Company and its wholly owned subsidiary Astro Machine Corporation entered into a Fifth Amendment to Amended and Restated Credit Agreement and Waiver Agreement (the “Fifth Amendment”) with Bank of America, N.A., as lender, pursuant to which, among other things, (i) the Lender waived the event of default that had occurred under the Further Amended Credit Agreement as a result of the Company’s failure to comply with the minimum consolidated fixed charge coverage ratio in effect under that agreement for the fiscal measurement period ended July 31, 2025, (ii) the Company agreed to provide to the Lender a mortgage of its owned real property in Elk Grove Village, Illinois to secure its obligations under the Further Amended Credit Agreement and (iii) the Company agreed to obtain and provide to the Lender a phase II environmental site assessment with respect to the Company’s owned real property in West Warwick, Rhode Island and to complete or conduct any required compliance, removal or remedial action with respect to any hazardous materials as set forth in the assessment.
The foregoing description of the terms of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q.
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Item 6. Exhibits
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3A |
Restated Articles of Incorporation of the Company and all amendments thereto, filed as Exhibit 3A to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2016 and incorporated by reference herein. |
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3B |
By-laws of the Company as amended to date, filed as Exhibit 3B to the Company’s Annual Report on Form 10-K/A for the fiscal year ended January 31, 2008 (File no. 000-13200) and incorporated by reference herein. |
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10.1 |
Form of Stock-Settled Performance Award Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, event date June 12, 2025, filed with the SEC on June 12, 2025 and incorporated by reference herein.
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10.2 |
Separation Agreement dated July 16, 2025 between the Company and Gregory A. Woods, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, event date July 16, 2025, filed with the SEC on July 21, 2025 and incorporated by reference herein.
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10.3 |
Letter Agreement dated July 23, 2025 between the Company and Darius G. Nevin, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, event date July 23, 2025, filed with the SEC on July 29, 2025 and incorporated by reference herein.
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10.4 |
Fifth Amendment to Amended and Restated Credit Agreement and Waiver Agreement dated as of September 8, 2025 among AstroNova, Inc., Astro Machine Corporation and Bank of America, N.A. |
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31.1 |
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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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. |
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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. |
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101.INS |
XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ASTRONOVA, INC. (Registrant) |
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Date: September 9, 2025 |
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By |
/s/ Jorik E. Ittmann |
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Jorik E. Ittmann, |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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By |
/s/ Thomas D. DeByle |
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Thomas D. DeByle, |
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Vice President, Chief Financial Officer and Treasurer |
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(Principal Accounting Officer and Principal Financial Officer) |
41
FAQ
What is AstroNova's (ALOT) recurring revenue mix in the Product ID segment?
How much debt did AstroNova draw under the Term A-2 loan and when is it due?
What cost savings does AstroNova expect from restructuring?
How have operating expenses changed year-over-year for the first six months?
What are the interest terms on other material borrowings?
Did the company amend director or employee equity compensation?
