false--01-31 Q3 0000008146 2024 0000008146 us-gaap:CostOfSalesMember 2023-02-01 2023-10-28 0000008146 us-gaap:EmployeeSeveranceMember 2023-04-30 2023-07-29 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2018-01-31 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2023-10-28 0000008146 country:US 2023-07-30 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember 2023-02-01 2023-10-28 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-02-01 2022-04-30 0000008146 us-gaap:RetainedEarningsMember 2022-05-01 2022-07-30 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-31 0000008146 us-gaap:OtherExpenseMember us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2023-07-30 2023-10-28 0000008146 us-gaap:OperatingSegmentsMember alot:ProductIdentificationMember 2023-02-01 2023-10-28 0000008146 alot:AerospaceCustomerMember 2023-07-30 2023-10-28 0000008146 alot:ProductIdentificationMember 2023-02-01 2023-10-28 0000008146 us-gaap:RetainedEarningsMember 2023-07-30 2023-10-28 0000008146 alot:TestAndMeasurementMember 2022-02-01 2022-10-29 0000008146 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2023-10-28 0000008146 alot:MeasurementInputCustomerAttritionRateMember 2022-08-04 0000008146 us-gaap:AccumulatedTranslationAdjustmentMember 2023-02-01 2023-10-28 0000008146 us-gaap:CommonStockMember 2023-07-30 2023-10-28 0000008146 alot:TrojanlabelApSMember alot:DistributorRelationsMember 2023-01-31 0000008146 alot:AerospaceCustomerMember 2022-02-01 2023-01-31 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2023-10-28 0000008146 us-gaap:RetainedEarningsMember 2022-10-29 0000008146 alot:FacilityExitAndOtherRestructuringCostsMember 2023-02-01 2023-10-28 0000008146 us-gaap:PublicUtilitiesInventorySuppliesMember 2023-07-30 2023-10-28 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-30 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2023-07-29 0000008146 us-gaap:CorporateNonSegmentMember 2023-07-30 2023-10-28 0000008146 2023-04-30 2023-07-29 0000008146 alot:AerospaceCustomerMember 2023-02-01 2023-10-28 0000008146 alot:ServiceAndOtherMember 2023-07-30 2023-10-28 0000008146 us-gaap:CommonStockMember 2022-05-01 2022-07-30 0000008146 us-gaap:OperatingSegmentsMember alot:TestAndMeasurementMember 2022-07-31 2022-10-29 0000008146 alot:CentralAndSouthAmericaMember 2023-07-30 2023-10-28 0000008146 us-gaap:OperatingSegmentsMember 2022-07-31 2022-10-29 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2022-02-01 2022-10-29 0000008146 alot:TestAndMeasurementMember 2023-07-30 2023-10-28 0000008146 us-gaap:AdditionalPaidInCapitalMember 2022-05-01 2022-07-30 0000008146 alot:RoyaltyPaymentsDueInNextTwelveMonthsMember 2023-10-28 0000008146 us-gaap:OtherExpenseMember us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2022-07-31 2022-10-29 0000008146 us-gaap:RetainedEarningsMember 2022-04-30 0000008146 us-gaap:AdditionalPaidInCapitalMember 2022-10-29 0000008146 2023-07-29 0000008146 alot:RestrictedStockAwardPreferredStockUnitAndRestrictedStockUnitMember 2023-10-28 0000008146 us-gaap:TrademarksMember alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2023-10-28 0000008146 us-gaap:OtherExpenseMember us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2022-02-01 2022-10-29 0000008146 alot:ProductIdentificationMember 2022-07-31 2022-10-29 0000008146 alot:CentralAndSouthAmericaMember 2023-02-01 2023-10-28 0000008146 alot:BankOfAmericaMember alot:TermLoanMember 2023-10-31 2027-04-30 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-29 0000008146 2022-02-01 2022-10-29 0000008146 us-gaap:CommonStockMember 2023-01-31 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-10-29 0000008146 alot:TwoThousandEighteenEquityIncentivePlanMember 2023-10-28 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember 2023-02-01 2023-10-28 0000008146 alot:TwoThousandAndTwentyTwoEmployeeStockPurchasePlanMember 2022-02-01 2023-01-31 0000008146 us-gaap:CommonStockMember 2022-07-31 2022-10-29 0000008146 alot:HardwareProductsMember 2023-02-01 2023-10-28 0000008146 alot:ProductIdentificationMember 2023-07-30 2023-10-28 0000008146 alot:MiltopeCorporationMember us-gaap:CustomerContractsMember 2023-10-28 0000008146 us-gaap:OperatingSegmentsMember 2023-02-01 2023-10-28 0000008146 us-gaap:CustomerContractsMember alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2023-01-31 0000008146 alot:OtherAccruedExpensesMember alot:ProductRetrofitProgramMember 2023-10-28 0000008146 srt:EuropeMember 2023-07-30 2023-10-28 0000008146 us-gaap:CommonStockMember 2023-04-29 0000008146 us-gaap:OperatingSegmentsMember 2022-02-01 2022-10-29 0000008146 alot:TwoThousandFifteenEquityIncentivePlanMember us-gaap:RestrictedStockMember 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember alot:SecondAmendmentCreditAgreementMember alot:BankOfAmericaMember 2022-08-04 2022-08-04 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember 2023-07-30 2023-10-28 0000008146 us-gaap:OperatingSegmentsMember alot:TestAndMeasurementMember 2023-07-30 2023-10-28 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2018-01-31 2018-01-31 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2023-02-01 2023-10-28 0000008146 alot:ProductIdentificationSegmentRestructuringPlanMember 2023-04-30 2023-07-29 0000008146 us-gaap:CorporateNonSegmentMember 2022-07-31 2022-10-29 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2022-02-01 2022-10-29 0000008146 alot:MiltopeCorporationMember us-gaap:CustomerContractsMember 2023-01-31 0000008146 alot:TwoThousandAndTwentyTwoEmployeeStockPurchasePlanMember 2023-02-01 2023-10-28 0000008146 alot:RangeFourMember 2023-02-01 2023-10-28 0000008146 alot:HardwareProductsMember 2022-02-01 2022-10-29 0000008146 us-gaap:CustomerRelatedIntangibleAssetsMember 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember alot:LondonInterbankOfferedRateLIBOR1Member 2023-02-01 2023-10-28 0000008146 us-gaap:TrademarksAndTradeNamesMember 2022-08-04 2022-08-04 0000008146 alot:TestAndMeasurementMember 2023-02-01 2023-10-28 0000008146 alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2023-02-01 2023-10-28 0000008146 alot:EmployeeStockPurchasePlanMember 2022-02-01 2023-01-31 0000008146 us-gaap:AdditionalPaidInCapitalMember 2022-07-30 0000008146 alot:OtherAccruedExpensesMember alot:ProductRetrofitProgramMember 2023-07-29 0000008146 us-gaap:CustomerContractsMember alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2023-10-28 0000008146 2023-01-31 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-07-30 2023-10-28 0000008146 2022-07-30 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-04-29 0000008146 us-gaap:CommonStockMember 2023-04-30 2023-07-29 0000008146 us-gaap:TreasuryStockCommonMember 2022-07-31 2022-10-29 0000008146 country:CA 2023-07-30 2023-10-28 0000008146 us-gaap:RetainedEarningsMember 2022-02-01 2022-04-30 0000008146 country:US 2023-02-01 2023-10-28 0000008146 alot:SecondAmendmentCreditAgreementMember alot:BankOfAmericaMember alot:TermLoanMember 2022-08-04 2022-08-04 0000008146 us-gaap:TrademarksMember alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2023-01-31 0000008146 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember alot:LondonInterbankOfferedRateLIBOR1Member 2023-02-01 2023-10-28 0000008146 alot:CentralAndSouthAmericaMember 2022-07-31 2022-10-29 0000008146 alot:CentralAndSouthAmericaMember 2022-02-01 2022-10-29 0000008146 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember 2023-02-01 2023-10-28 0000008146 alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2023-01-31 0000008146 alot:OthersCountriesMember 2023-02-01 2023-10-28 0000008146 alot:ServiceAndOtherMember 2022-07-31 2022-10-29 0000008146 us-gaap:RetainedEarningsMember 2023-04-30 2023-07-29 0000008146 alot:ServiceAndOtherMember 2023-02-01 2023-10-28 0000008146 alot:RangeFiveMember 2023-10-28 0000008146 2022-01-31 0000008146 2022-04-30 0000008146 alot:TrojanlabelApSMember alot:ExistingTechnologyMember 2023-10-28 0000008146 country:US 2022-07-31 2022-10-29 0000008146 alot:AerospaceCustomerMember 2023-01-31 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember us-gaap:CustomerContractsMember 2023-01-31 0000008146 us-gaap:TreasuryStockCommonMember 2022-10-29 0000008146 us-gaap:EmployeeSeveranceMember 2023-07-30 2023-10-28 0000008146 alot:TwoThousandSevenEquityIncentivePlanMember 2023-10-28 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-02-01 2023-04-29 0000008146 us-gaap:OtherExpenseMember us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2023-02-01 2023-10-28 0000008146 alot:HardwareProductsMember 2023-07-30 2023-10-28 0000008146 alot:BankOfAmericaMember alot:TermLoanMember alot:BeforeAmendmentToTheCreditAgreementMember 2022-08-04 0000008146 us-gaap:OperatingSegmentsMember alot:ProductIdentificationMember 2022-07-31 2022-10-29 0000008146 us-gaap:OperatingSegmentsMember alot:ProductIdentificationMember 2023-07-30 2023-10-28 0000008146 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2023-01-31 0000008146 alot:MeasurementInputRoyaltyRateMember 2022-08-04 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2022-07-31 2022-10-29 0000008146 alot:RestrictedStockAwardMember 2023-06-05 2023-06-05 0000008146 2022-10-29 0000008146 us-gaap:CorporateNonSegmentMember 2023-02-01 2023-10-28 0000008146 2023-02-01 2023-10-28 0000008146 srt:EuropeMember 2022-02-01 2022-10-29 0000008146 us-gaap:CommonStockMember 2023-02-01 2023-04-29 0000008146 us-gaap:RevolvingCreditFacilityMember alot:SecondAmendmentCreditAgreementMember alot:BankOfAmericaMember 2022-08-04 0000008146 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2023-07-30 2023-10-28 0000008146 us-gaap:AdditionalPaidInCapitalMember 2022-01-31 0000008146 us-gaap:RestrictedStockUnitsRSUMember 2023-10-28 0000008146 us-gaap:RetainedEarningsMember 2022-01-31 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2022-08-04 2022-08-04 0000008146 us-gaap:EmployeeSeveranceMember 2023-02-01 2023-10-28 0000008146 us-gaap:RetainedEarningsMember 2023-10-28 0000008146 country:CA 2022-07-31 2022-10-29 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2023-02-01 2023-10-28 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-07-30 0000008146 alot:RoyaltyPaymentsDueYearFourMember 2023-10-28 0000008146 alot:OthersCountriesMember 2023-07-30 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2023-10-28 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-07-29 0000008146 alot:ProductIdentificationMember 2022-02-01 2022-10-29 0000008146 alot:AerospaceCustomerMember 2022-12-31 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-04-30 2023-07-29 0000008146 us-gaap:AdditionalPaidInCapitalMember 2022-04-30 0000008146 us-gaap:AccumulatedTranslationAdjustmentMember 2023-01-31 0000008146 us-gaap:RetainedEarningsMember 2022-07-31 2022-10-29 0000008146 us-gaap:CorporateNonSegmentMember 2022-02-01 2022-10-29 0000008146 2022-02-01 2022-04-30 0000008146 alot:RoyaltyPaymentsDueYearTwoMember 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2023-02-01 2023-10-28 0000008146 us-gaap:CustomerContractsMember alot:RuggedInformationTechnologyEquipmentCorporationMember 2023-01-31 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2022-07-31 2022-10-29 0000008146 us-gaap:TreasuryStockCommonMember 2022-07-30 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-07-31 2022-10-29 0000008146 2023-04-29 0000008146 us-gaap:MeasurementInputDiscountRateMember 2022-08-04 0000008146 alot:InventoryWriteOffMember 2023-02-01 2023-10-28 0000008146 2023-12-01 0000008146 alot:RangeFiveMember 2023-02-01 2023-10-28 0000008146 us-gaap:RestrictedStockUnitsRSUMember 2023-02-01 2023-10-28 0000008146 us-gaap:EmployeeSeveranceMember 2023-10-28 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-01-31 0000008146 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2023-10-28 0000008146 us-gaap:OperatingSegmentsMember alot:TestAndMeasurementMember 2023-02-01 2023-10-28 0000008146 us-gaap:CommonStockMember 2023-10-28 0000008146 us-gaap:EmployeeStockOptionMember 2023-10-28 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember 2022-07-31 2022-10-29 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-04-30 2023-07-29 0000008146 us-gaap:RetainedEarningsMember 2022-07-30 0000008146 us-gaap:PublicUtilitiesInventorySuppliesMember 2023-02-01 2023-10-28 0000008146 us-gaap:AccumulatedTranslationAdjustmentMember 2023-10-28 0000008146 srt:AsiaMember 2023-02-01 2023-10-28 0000008146 us-gaap:RetainedEarningsMember 2023-04-29 0000008146 srt:EuropeMember 2023-02-01 2023-10-28 0000008146 us-gaap:CommonStockMember 2022-02-01 2022-04-30 0000008146 us-gaap:CommonStockMember 2022-01-31 0000008146 srt:EuropeMember 2022-07-31 2022-10-29 0000008146 us-gaap:CustomerContractsMember alot:RuggedInformationTechnologyEquipmentCorporationMember 2023-10-28 0000008146 alot:TestAndMeasurementMember 2022-07-31 2022-10-29 0000008146 alot:AerospaceCustomerMember 2023-10-28 0000008146 us-gaap:OperatingSegmentsMember alot:TestAndMeasurementMember 2022-02-01 2022-10-29 0000008146 us-gaap:TreasuryStockCommonMember 2022-02-01 2022-04-30 0000008146 alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2023-04-29 0000008146 alot:RestrictedStockAwardMember 2023-02-01 2023-10-28 0000008146 srt:AsiaMember 2022-07-31 2022-10-29 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-04-29 0000008146 2022-05-01 2022-07-30 0000008146 alot:OthersCountriesMember 2022-02-01 2022-10-29 0000008146 alot:ProductRetrofitProgramMember 2023-02-01 2023-10-28 0000008146 us-gaap:PublicUtilitiesInventorySuppliesMember 2022-07-31 2022-10-29 0000008146 us-gaap:ResearchAndDevelopmentExpenseMember 2023-02-01 2023-10-28 0000008146 alot:RoyaltyPaymentsDueYearFiveMember 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2023-02-01 2023-04-29 0000008146 2022-08-04 0000008146 us-gaap:SellingAndMarketingExpenseMember 2023-02-01 2023-10-28 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2023-07-30 2023-10-28 0000008146 us-gaap:CommonStockMember 2022-07-30 0000008146 alot:TrojanlabelApSMember alot:DistributorRelationsMember 2023-10-28 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember us-gaap:CustomerContractsMember 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2023-01-31 0000008146 2023-07-30 2023-10-28 0000008146 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2023-01-31 0000008146 country:CA 2023-02-01 2023-10-28 0000008146 alot:ServiceAndOtherMember 2022-02-01 2022-10-29 0000008146 us-gaap:OperatingSegmentsMember 2023-07-30 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2022-01-31 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2023-07-30 2023-10-28 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2023-10-28 0000008146 us-gaap:RetainedEarningsMember 2023-01-31 0000008146 alot:ProductRetrofitProgramMember 2023-10-28 0000008146 2022-02-01 2023-01-31 0000008146 alot:TrojanlabelApSMember alot:ExistingTechnologyMember 2023-01-31 0000008146 us-gaap:AdditionalPaidInCapitalMember 2022-07-31 2022-10-29 0000008146 us-gaap:OperatingSegmentsMember alot:ProductIdentificationMember 2022-02-01 2022-10-29 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-04-30 0000008146 us-gaap:CommonStockMember 2022-04-30 0000008146 2023-10-28 0000008146 alot:SecondAmendmentCreditAgreementMember alot:BankOfAmericaMember alot:TermLoanMember alot:AdditionalTermLoanAvailedMember 2022-08-04 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-10-28 0000008146 us-gaap:CommonStockMember 2023-07-29 0000008146 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2023-01-31 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2023-02-01 2023-10-28 0000008146 alot:OthersCountriesMember 2022-07-31 2022-10-29 0000008146 us-gaap:TreasuryStockCommonMember 2022-04-30 0000008146 alot:RestrictedStockAwardPreferredStockUnitAndRestrictedStockUnitMember 2023-02-01 2023-10-28 0000008146 alot:RestrictedStockAwardPreferredStockUnitAndRestrictedStockUnitMember 2023-01-31 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-10-28 0000008146 alot:HardwareProductsMember 2022-07-31 2022-10-29 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember 2022-02-01 2022-10-29 0000008146 us-gaap:AdditionalPaidInCapitalMember 2022-02-01 2022-04-30 0000008146 us-gaap:PublicUtilitiesInventorySuppliesMember 2022-02-01 2022-10-29 0000008146 alot:PriorEmployeeStockPurchasePlanMember 2022-02-01 2022-10-29 0000008146 us-gaap:CustomerRelationshipsMember 2022-08-04 2022-08-04 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2023-07-30 2023-10-28 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2023-07-30 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember alot:BeforeAmendmentToTheCreditAgreementMember 2022-08-03 0000008146 us-gaap:RetainedEarningsMember 2023-02-01 2023-04-29 0000008146 2023-02-01 2023-04-29 0000008146 alot:TermLoanMember 2023-10-28 0000008146 2022-07-31 2022-10-29 0000008146 alot:TwoThousandEighteenEquityIncentivePlanMember us-gaap:PerformanceSharesMember 2023-10-28 0000008146 alot:RoyaltyPaymentsDueYearThreeMember 2023-10-28 0000008146 alot:TwoThousandAndTwentyTwoEmployeeStockPurchasePlanMember 2023-10-28 0000008146 alot:RangeFourMember 2023-10-28 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-05-01 2022-07-30 0000008146 2022-08-04 2022-08-04 0000008146 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember alot:LondonInterbankOfferedRateLIBOR1Member 2023-02-01 2023-10-28 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-02-01 2023-04-29 0000008146 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember 2023-02-01 2023-10-28 0000008146 us-gaap:FederalFundsEffectiveSwapRateMember us-gaap:RevolvingCreditFacilityMember 2023-02-01 2023-10-28 0000008146 us-gaap:CommonStockMember 2022-10-29 0000008146 alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2022-02-01 2023-01-31 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember 2022-08-04 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-31 0000008146 alot:BankOfAmericaMember alot:TermLoanMember 2022-10-31 2023-07-31 0000008146 us-gaap:RetainedEarningsMember 2023-07-29 0000008146 alot:TwoThousandEighteenEquityIncentivePlanMember us-gaap:RestrictedStockUnitsRSUMember 2023-10-28 0000008146 srt:AsiaMember 2023-07-30 2023-10-28 0000008146 srt:AsiaMember 2022-02-01 2022-10-29 0000008146 country:US 2022-02-01 2022-10-29 0000008146 country:CA 2022-02-01 2022-10-29 iso4217:USD xbrli:shares xbrli:pure utr:sqft xbrli:shares alot:Printer alot:Segment iso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 28, 2023

OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to __________

Commission file number 0-13200

AstroNova, Inc.

(Exact name of registrant as specified in its charter)

Rhode Island | 05-0318215
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
600 East Greenwich Avenue, West Warwick, Rhode Island | 02893
(Address of principal executive offices) | (Zip Code)

(401) 828-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock, $.05 Par Value |  | ALOT |  | NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

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). Yes ☒ No ☐.

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 | ☐ |  | Accelerated filer | ☒
Non-accelerated filer | ☐ |  | Smaller reporting company | ☒
|  |  | 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 ☒.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of shares of the registrant’s common stock, $.05 par value per share, outstanding as of December 1, 2023 was 7,432,799

ASTRONOVA, INC.

INDEX

|  |  | Page No.
Part I. |  | Financial Information |
| Item 1. | Financial Statements |
|  | Unaudited Condensed Consolidated Balance Sheets – October 28, 2023 and January 31, 2023 | 1
|  | Unaudited Condensed Consolidated Statements of Income – Three and Nine Months Ended October 28, 2023 and October 29, 2022 | 2
|  | Unaudited Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended October 28, 2023 and October 29, 2022 | 3
|  | Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity – Three and Nine Months Ended October 28, 2023 and October 29, 2022 | 4
|  | Unaudited Condensed Consolidated Statements of Cash Flows – Nine Months Ended October 28, 2023 and October 29, 2022 | 5
|  | Notes to the Condensed Consolidated Financial Statements (unaudited) | 6-20
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20-29
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 29
| Item 4. | Controls and Procedures | 29-30
| Part II. | Other Information | 30
| Item 1. | Legal Proceedings | 30
| Item 1A. | Risk Factors | 30
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31
| Item 6. | Exhibits | 32
|  | Signatures | 33

Pa rt I. FINANCIAL INFORMATION

It em 1. Financial Statements

ASTRONOVA, INC.

CONDENSED CONSOL IDATED BALANCE SHEETS

(In Thousands, Except Share Data)

|  | October 28, 2023 |  |  | January 31, 2023 |
|  | (Unaudited) |  |  |  |
ASSETS |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |
Cash and Cash Equivalents |  | $ | 4,827 |  |  | $ | 3,946 |
Accounts Receivable, net |  |  | 21,999 |  |  |  | 21,598 |
Inventories, net |  |  | 47,005 |  |  |  | 51,324 |
Prepaid Expenses and Other Current Assets |  |  | 3,056 |  |  |  | 2,894 |
Total Current Assets |  |  | 76,887 |  |  |  | 79,762 |
Property, Plant and Equipment, net |  |  | 14,252 |  |  |  | 14,288 |
Identifiable Intangibles, net |  |  | 19,420 |  |  |  | 21,232 |
Goodwill |  |  | 14,440 |  |  |  | 14,658 |
Deferred Tax Assets, net |  |  | 6,903 |  |  |  | 6,907 |
Right of Use Asset |  |  | 650 |  |  |  | 794 |
Other Assets |  |  | 1,651 |  |  |  | 1,566 |
TOTAL ASSETS |  | $ | 134,203 |  |  | $ | 139,207 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |
Accounts Payable |  | $ | 4,893 |  |  | $ | 8,479 |
Accrued Compensation |  |  | 3,256 |  |  |  | 2,750 |
Other Accrued Expenses |  |  | 4,410 |  |  |  | 3,308 |
Revolving Line of Credit |  |  | 14,900 |  |  |  | 15,900 |
Current Portion of Long-Term Debt |  |  | 2,700 |  |  |  | 2,100 |
Current Liability—Royalty Obligation |  |  | 1,500 |  |  |  | 1,725 |
Current Liability—Excess Royalty Payment Due |  |  | 542 |  |  |  | 562 |
Income Taxes Payable |  |  | 56 |  |  |  | 786 |
Deferred Revenue |  |  | 1,441 |  |  |  | 1,888 |
Total Current Liabilities |  |  | 33,698 |  |  |  | 37,498 |
NON-CURRENT LIABILITIES |  |  |  |  |  |
Long-Term Debt, net of current portion |  |  | 10,039 |  |  |  | 12,040 |
Royalty Obligation, net of current portion |  |  | 2,476 |  |  |  | 3,415 |
Lease Liabilities, net of current portion |  |  | 459 |  |  |  | 555 |
Income Taxes Payable |  |  | 491 |  |  |  | 491 |
Deferred Revenue |  |  | — |  |  |  | 674 |
Deferred Tax Liabilities |  |  | 152 |  |  |  | 167 |
TOTAL LIABILITIES |  |  | 47,315 |  |  |  | 54,840 |
SHAREHOLDERS’ EQUITY |  |  |  |  |  |
Preferred Stock, $10 Par Value, Authorized 100,000 shares, None Issued |  |  | — |  |  |  | — |
Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 10,801,253 and 10,676,851 shares at October 28, 2023 and January 31, 2023, respectively |  |  | 540 |  |  |  | 534 |
Additional Paid-in Capital |  |  | 62,340 |  |  |  | 61,131 |
Retained Earnings |  |  | 61,158 |  |  |  | 59,175 |
Treasury Stock, at Cost, 3,368,454 and 3,342,032 shares at October 28, 2023 and January 31, 2023, respectively |  |  | (34,588 | ) |  |  | (34,235 | )
Accumulated Other Comprehensive Loss, net of tax |  |  | (2,562 | ) |  |  | (2,238 | )
TOTAL SHAREHOLDERS’ EQUITY |  |  | 86,888 |  |  |  | 84,367 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |  | $ | 134,203 |  |  | $ | 139,207 |

See Notes to condensed consolidated financial statements (unaudited).

1

ASTRONOVA, INC.

CONDENSED CONSOLIDATE D STATEMENTS OF INCOME

(In Thousands, Except Per Share Data)

(Unaudited)

|  | Three Months Ended |  |  | Nine Months Ended |
|  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |
Revenue |  | $ | 37,549 |  |  | $ | 39,405 |  |  | $ | 108,493 |  |  | $ | 102,674 |
Cost of Revenue |  |  | 22,770 |  |  |  | 26,923 |  |  |  | 71,618 |  |  |  | 68,080 |
Gross Profit |  |  | 14,779 |  |  |  | 12,482 |  |  |  | 36,875 |  |  |  | 34,594 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |
Selling and Marketing |  |  | 5,744 |  |  |  | 5,908 |  |  |  | 18,451 |  |  |  | 17,771 |
Research and Development |  |  | 1,683 |  |  |  | 1,903 |  |  |  | 5,028 |  |  |  | 5,021 |
General and Administrative |  |  | 2,734 |  |  |  | 3,325 |  |  |  | 8,514 |  |  |  | 8,456 |
Operating Expenses |  |  | 10,161 |  |  |  | 11,136 |  |  |  | 31,993 |  |  |  | 31,248 |
Operating Income |  |  | 4,618 |  |  |  | 1,346 |  |  |  | 4,882 |  |  |  | 3,346 |
Other Income (Expense), net: |  |  |  |  |  |  |  |  |  |  |  |
Interest Expense |  |  | (630 | ) |  |  | (701 | ) |  |  | (1,919 | ) |  |  | (1,086 | )
Loss on Foreign Currency Transactions |  |  | (279 | ) |  |  | (237 | ) |  |  | (291 | ) |  |  | (614 | )
Other, net |  |  | (8 | ) |  |  | (17 | ) |  |  | 49 |  |  |  | 35 |
|  |  | (917 | ) |  |  | (955 | ) |  |  | (2,161 | ) |  |  | (1,665 | )
Income Before Income Taxes |  |  | 3,701 |  |  |  | 391 |  |  |  | 2,721 |  |  |  | 1,681 |
Income Tax Provision |  |  | 949 |  |  |  | 102 |  |  |  | 738 |  |  |  | 383 |
Net Income |  | $ | 2,752 |  |  | $ | 289 |  |  | $ | 1,983 |  |  | $ | 1,298 |
Net Income per Common Share—Basic: |  | $ | 0.37 |  |  | $ | 0.04 |  |  | $ | 0.27 |  |  | $ | 0.18 |
Net Income per Common Share—Diluted: |  | $ | 0.37 |  |  | $ | 0.04 |  |  | $ | 0.27 |  |  | $ | 0.18 |
Weighted Average Number of Common Shares Outstanding: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 7,428 |  |  |  | 7,324 |  |  |  | 7,407 |  |  |  | 7,299 |
Diluted |  |  | 7,485 |  |  |  | 7,379 |  |  |  | 7,477 |  |  |  | 7,363 |

See Notes to condensed consolidated financial statements (unaudited).

2

ASTRONOVA, INC.

CONDENSED CONSOLIDATED STATEMEN TS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

(Unaudited)

|  | Three Months Ended |  |  | Nine Months Ended |
|  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |
Net Income |  | $ | 2,752 |  |  | $ | 289 |  |  | $ | 1,983 |  |  | $ | 1,298 |
Other Comprehensive Income (Loss), net of taxes: |  |  |  |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustments |  |  | (598 | ) |  |  | (497 | ) |  |  | (324 | ) |  |  | (1,864 | )
Loss from Cash Flow Hedges Reclassified to Income Statement |  |  | — |  |  |  | 16 |  |  |  | — |  |  |  | 47 |
Other Comprehensive Income (Loss) |  |  | (598 | ) |  |  | (481 | ) |  |  | (324 | ) |  |  | (1,817 | )
Comprehensive Income (Loss) |  | $ | 2,154 |  |  | $ | (192 | ) |  | $ | 1,659 |  |  | $ | (519 | )

See Notes to condensed consolidated financial statements (unaudited).

3

ASTRONOVA, INC.

CONSOLIDATED STATEMENTS OF CHANG ES IN SHAREHOLDERS’ EQUITY

($ In Thousands, Except per Share Data)

(Unaudited)

|  | Common Stock |  |  | Additional Paid-in |  |  | Retained |  |  | Treasury |  |  | Accumulated Other Comprehensive |  |  | Total Shareholders’ |
|  | Shares |  |  | Amount |  |  | Capital |  |  | Earnings |  |  | Stock |  |  | Income (Loss) |  |  | Equity |
Balance January 31, 2023 |  |  | 10,676,851 |  |  | $ | 534 |  |  | $ | 61,131 |  |  | $ | 59,175 |  |  | $ | (34,235 | ) |  | $ | (2,238 | ) |  | $ | 84,367 |
Share-Based Compensation |  |  | — |  |  |  | — |  |  |  | 356 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 356 |
Employee Option Exercises |  |  | 4,094 |  |  |  | — |  |  |  | 43 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 43 |
Restricted Stock Awards Vested |  |  | 99,989 |  |  |  | 4 |  |  |  | (4 | ) |  |  | — |  |  |  | (350 | ) |  |  | — |  |  |  | (350 | )
Net Income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 848 |  |  |  | — |  |  |  | — |  |  |  | 848 |
Other Comprehensive Income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 210 |  |  |  | 210 |
Balance April 29, 2023 |  |  | 10,780,934 |  |  | $ | 538 |  |  | $ | 61,526 |  |  | $ | 60,023 |  |  | $ | (34,585 | ) |  | $ | (2,028 | ) |  | $ | 85,474 |
Share-Based Compensation |  |  | — |  |  |  | — |  |  |  | 398 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 398 |
Employee Option Exercises |  |  | 7,429 |  |  |  | 1 |  |  |  | 81 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 82 |
Restricted Stock Awards Vested |  |  | 4,516 |  |  |  | 1 |  |  |  | (1 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net Loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,617 | ) |  |  | — |  |  |  | — |  |  |  | (1,617 | )
Other Comprehensive Income |  |  | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 64 |  |  | $ | 64 |
Balance July 29, 2023 |  |  | 10,792,879 |  |  | $ | 540 |  |  | $ | 62,004 |  |  | $ | 58,406 |  |  | $ | (34,585 | ) |  | $ | (1,964 | ) |  | $ | 84,401 |
Share-Based Compensation |  |  | — |  |  |  | — |  |  |  | 311 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 311 |
Employee Option Exercises |  |  | 2,391 |  |  |  | — |  |  |  | 25 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 25 |
Restricted Stock Awards Vested |  |  | 5,983 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (3 | ) |  |  | — |  |  |  | (3 | )
Net Income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,752 |  |  |  | — |  |  |  | — |  |  |  | 2,752 |
Other Comprehensive Loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (598 | ) |  |  | (598 | )
Balance October 28, 2023 |  |  | 10,801,253 |  |  |  | 540 |  |  |  | 62,340 |  |  |  | 61,158 |  |  |  | (34,588 | ) |  |  | (2,562 | ) |  |  | 86,888 |
Balance January 31, 2022 |  |  | 10,566,404 |  |  | $ | 528 |  |  | $ | 59,692 |  |  | $ | 56,514 |  |  | $ | (33,974 | ) |  | $ | (1,748 | ) |  | $ | 81,012 |
Share-Based Compensation |  |  | — |  |  |  | — |  |  |  | 337 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 337 |
Employee Option Exercises |  |  | 11,164 |  |  |  | 1 |  |  |  | 87 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 88 |
Restricted Stock Awards Vested |  |  | 61,513 |  |  |  | 3 |  |  |  | (3 | ) |  |  | — |  |  |  | (249 | ) |  |  | — |  |  |  | (249 | )
Net Income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 425 |  |  |  | — |  |  |  | — |  |  |  | 425 |
Other Comprehensive Loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (917 | ) |  |  | (917 | )
Balance April 30, 2022 |  |  | 10,639,081 |  |  | $ | 532 |  |  | $ | 60,113 |  |  | $ | 56,939 |  |  | $ | (34,223 | ) |  | $ | (2,665 | ) |  | $ | 80,696 |
Share-Based Compensation |  |  | — |  |  |  | — |  |  |  | 235 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 235 |
Restricted Stock Awards Vested |  |  | 20,410 |  |  |  | 1 |  |  |  | (1 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net Income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 584 |  |  |  | — |  |  |  | — |  |  |  | 584 |
Other Comprehensive Loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (419 | ) |  |  | (419 | )
Balance July 30, 2022 |  |  | 10,659,491 |  |  | $ | 533 |  |  | $ | 60,347 |  |  | $ | 57,523 |  |  | $ | (34,223 | ) |  | $ | (3,084 | ) |  | $ | 81,096 |
Share-Based Compensation |  |  | — |  |  |  | — |  |  |  | 405 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 405 |
Employee Option Exercises |  |  | 9,097 |  |  |  | 1 |  |  |  | 22 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 23 |
Restricted Stock Awards Vested |  |  | 1,101 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4 | ) |  |  | — |  |  |  | (4 | )
Net Income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 289 |  |  |  | — |  |  |  | — |  |  |  | 289 |
Other Comprehensive Loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (481 | ) |  |  | (481 | )
Balance October 29, 2022 |  |  | 10,669,689 |  |  | $ | 534 |  |  | $ | 60,774 |  |  | $ | 57,812 |  |  | $ | (34,227 | ) |  | $ | (3,565 | ) |  | $ | 81,328 |

See Notes to condensed consolidated financial statements (unaudited).

4

ASTRONOVA, INC.

CONDENSED CONS OLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

|  | Nine Months Ended |
|  | October 28, 2023 |  |  | October 29, 2022 |
Cash Flows from Operating Activities: |  |  |  |  |  |
Net Income |  | $ | 1,983 |  |  | $ | 1,298 |
Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: |  |  |  |  |  |
Depreciation and Amortization |  |  | 3,158 |  |  |  | 2,621 |
Amortization of Debt Issuance Costs |  |  | 17 |  |  |  | 18 |
Share-Based Compensation |  |  | 1,065 |  |  |  | 977 |
Restructuring, non-cash |  |  | 2,040 |  |  |  | — |
Changes in Assets and Liabilities: |  |  |  |  |  |
Accounts Receivable |  |  | (563 | ) |  |  | (1,874 | )
Other Receivable – Employee Retention Credit Receivable |  |  | — |  |  |  | 3,135 |
Inventories |  |  | 2,111 |  |  |  | (11,695 | )
Income Taxes |  |  | (531 | ) |  |  | 142 |
Accounts Payable and Accrued Expenses |  |  | (2,036 | ) |  |  | (1,240 | )
Deferred Revenue |  |  | (1,121 | ) |  |  | 110 |
Other |  |  | (221 | ) |  |  | (947 | )
Net Cash (Used for) Provided by Operating Activities |  |  | 5,902 |  |  |  | (7,455 | )
Cash Flows from Investing Activities: |  |  |  |  |  |
Cash Paid for Astro Machine Acquisition, net of acquired cash |  |  | — |  |  |  | (17,034 | )
Purchases of Property, Plant and Equipment |  |  | (1,279 | ) |  |  | (222 | )
Net Cash Used for Investing Activities |  |  | (1,279 | ) |  |  | (17,256 | )
Cash Flows from Financing Activities: |  |  |  |  |  |
Net Cash Proceeds from Employee Stock Option Plans |  |  | 71 |  |  |  | 69 |
Net Cash Proceeds from Share Purchases under Employee Stock Purchase Plan |  |  | 79 |  |  |  | 42 |
Net Cash Used for Payment of Taxes Related to Vested Restricted Stock |  |  | (353 | ) |  |  | (253 | )
Borrowings under Revolving Credit Facility |  |  | — |  |  |  | 19,900 |
Repayment under Revolving Credit Facility |  |  | (1,000 | ) |  |  | — |
Proceeds from Long-Term Debt Borrowings |  |  | — |  |  |  | 6,000 |
Payment of Minimum Guarantee Royalty Obligation |  |  | (1,350 | ) |  |  | (1,500 | )
Principal Payments of Long-Term Debt |  |  | (1,425 | ) |  |  | (625 | )
Payment of Debt Issuance Costs |  |  | — |  |  |  | (15 | )
Net Cash Provided by (Used) for Financing Activities |  |  | (3,978 | ) |  |  | 23,618 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents |  |  | 236 |  |  |  | 313 |
Net Increase (Decrease) in Cash and Cash Equivalents |  |  | 881 |  |  |  | (780 | )
Cash and Cash Equivalents, Beginning of Period |  |  | 3,946 |  |  |  | 5,276 |
Cash and Cash Equivalents, End of Period |  | $ | 4,827 |  |  | $ | 4,496 |
Supplemental Disclosures of Cash Flow Information: |  |  |  |  |  |
Cash Paid During the Period for Interest |  | $ | 1,695 |  |  | $ | 440 |
Cash Paid During the Period for Income Taxes, net of refunds |  | $ | 1,285 |  |  | $ | 265 |

See Notes to condensed consolidated financial statements (unaudited).

5

ASTRONOVA, INC.

NOTES TO THE CONDENSED CON SOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 – Business and Basis of Presentation

Overview

Headquartered in West Warwick, Rhode Island, AstroNova, Inc. leverages its expertise in data visualization technologies to design, develop, manufacture and distribute a broad range of specialty printers and data acquisition and analysis systems. Our products are employed around the world in a wide range of applications in the aerospace, apparel, automotive, avionics, chemical, computer peripherals, communications, distribution, food and beverage, general manufacturing, packaging and transportation industries.

Our business consists of two segments, Product Identification (“PI”) and Test & Measurement (“T&M”). The PI segment includes specialty printing systems and related supplies sold under the QuickLabel®, TrojanLabel® and GetLabels™ brand names. The T&M segment consists of our line of aerospace products, including flight deck printers, networking hardware, and related accessories as well as T&M data acquisition systems sold under the AstroNova® brand name.

On August 4, 2022, we acquired Astro Machine LLC (“Astro Machine”), an Illinois-based manufacturer of printing equipment, including label printers and related accessories, tabbers, conveyors, and envelope feeders. We reported Astro Machine as a part of our PI segment beginning in the third quarter of fiscal 2023.

PI products sold under the QuickLabel, TrojanLabel and GetLabels 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 PI segment offers a variety of digital color label tabletop printers and light commercial label printers, direct-to-package printers, high-volume presses, and specialty original equipment manufacturer (“OEM”) printing systems, as well as a wide range of label, tag and flexible packaging material substrates and other supplies, including ink and toner, allowing customers to mark, track, protect and enhance the appearance of their products. PI products sold under the Astro Machine brand also include a variety of label printers, envelope and packaging printing, and related processing and handling equipment.

In the T&M segment, we have a long history of using our technologies to provide networking systems and high-resolution flight deck and cabin printers for the aerospace market. In addition, the T&M segment includes data acquisition recorders, sold under the AstroNova brand, to enable our customers to acquire and record visual and electronic signal data from local and networked data streams and sensors. The recorded data is processed, analyzed, stored and presented in various visual output formats.

Our PI products are sold by direct field salespersons as well as independent dealers and representatives, while our T&M products are sold predominantly through direct sales and manufacturers’ representatives. In the United States, we have factory-trained direct field salespeople located throughout the country specializing in PI products. We also have direct field sales or service centers in Canada, China, Denmark, France, Germany, Malaysia, Mexico, Singapore, and the United Kingdom staffed by our own employees and dedicated third party contractors. Additionally, we utilize over 100 independent dealers and representatives selling and marketing our products in over 60 countries.

Unless otherwise indicated, references to “AstroNova”, “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 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, 2023.

The presentation of financial statements in conformity with generally accepted accounting principles 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, the 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

6

probable future outcome of these matters, including our expectations at the time regarding the ongoing impact from the COVID-19 pandemic. Consequently, actual results could differ from those estimates.

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, 2023.

Recently Adopted Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Updated and Simplification Initiative" ("ASU 2023-06"), which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. ASU 2023-06 was issued in response to the U.S. Securities and Exchange Commission’s (the "SEC") August 2018 final rule that updated and simplified disclosure requirements and is intended to align U.S. GAAP requirements with those of the SEC and to facilitate the application of U.S. GAAP for all entities. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. We are currently assessing potential impacts of ASU 2023-06 and do not expect the adoption of this guidance to have a material impact on our condensed consolidated financial statements and disclosures.

No other new accounting pronouncements, issued or effective during the first nine months of the current year, have had or are expected to have a material impact on our consolidated financial statements.

Note 3 – Acquisitions

Astro Machine

On August 4, 2022, we acquired Astro Machine LLC (“Astro Machine”), an Illinois-based manufacturer of printing equipment, including label printers, tabbers, conveyors, and envelope feeders, for aggregate consideration of $17.1 million.

The acquisition was accomplished pursuant to an Equity Interest Purchase Agreement dated as of August 4, 2022 (the “Purchase Agreement”) by and among us, GSND Holding Corporation (“GSND”), the parent company of Astro Machine, and Astro Machine. Pursuant to the Purchase Agreement, we purchased 100% of the issued and outstanding equity interests of Astro Machine from GSND for a purchase price of $15.6 million. The acquisition was funded using borrowings under our credit facility. We obtained a representation and warranty insurance policy and placed $300,000 of the purchase price into an escrow account, which pursuant to the terms and conditions of the Purchase Agreement, are our sole recourse for breaches of representations and warranties by GSND. Upon the closing of the transaction, Astro Machine became a wholly owned subsidiary of AstroNova, Inc.

Concurrently with the signing of the Purchase Agreement, our newly acquired subsidiary, Astro Machine, entered into a Purchase and Sale Agreement with Selak Real Estate Limited Partnership (“SRE”), pursuant to which Astro Machine purchased certain real property assets of SRE for a purchase price, paid in cash, of $1.5 million. These real estate assets are comprised of a 34,460 square foot industrial manufacturing building (including offices) on 1.26 acres of land, which is Astro Machine’s principal place of business.

7

This transaction was a business combination and accounted for using the acquisition method of accounting prescribed by ASC 805, “Business Combinations” (“ASC 805”), whereby the results of operations, including the revenues and earnings of Astro Machine, are included in our financial statements from the date of acquisition. The purchase price of Astro Machine was allocated to the tangible and intangible assets acquired and liabilities assumed and recognized at their fair value based on widely accepted valuation techniques in accordance with ASC 820, “Fair Value Measurement,” as of the acquisition date. The process for estimating fair values requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of future cash flows and developing appropriate discount rates. The excess of the purchase price over the fair value of the net identified assets acquired and liabilities assumed was recorded as goodwill. ASC 805 establishes a measurement period to provide companies with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date.

The following table sets forth the final purchase price allocation of the Astro Machine acquisition for the estimated fair value of the net assets acquired and liabilities assumed as of the date of acquisition:

(In thousands) |  |  |
Cash |  | $ | 91 |
Accounts Receivable |  |  | 3,393 |
Inventory |  |  | 5,715 |
Property, Plant and Equipment |  |  | 4,200 |
Identifiable Intangible Assets |  |  | 3,480 |
Goodwill |  |  | 2,730 |
Accounts Payable and Other Current Liabilities |  |  | (2,484 | )
Total Purchase Price |  | $ | 17,125 |

The fair value of the intangible assets acquired was estimated by applying the income approach. 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.” Key assumptions in estimating the fair value of the intangibles include (1) remaining useful life of the tradename/trademarks and customer relations (2) royalty rate of 0.75%, (3) customer attrition rate of 18.0%, (4) discount rate of 19.0% and (5) a range of revenue and net income projections for fiscal years 2023 through 2026.

The following table sets forth the fair value of the acquired identifiable intangible assets and related estimated useful lives:

(In thousands) |  | Fair Value |  |  | Useful Life (years)
Customer Relations |  | $ | 3,060 |  |  | 5
Trademarks/Tradenames |  | 420 |  |  | 5
Total |  | $ | 3,480 |  |  |

The Customer Relations intangible asset represents the relationships that will be maintained with certain historical customers of Astro Machine. The trademark/tradename intangible assets reflect the industry reputation of the Astro Machine name and the registered trademarks held by Astro Machine for the use of several marks and logos.

Goodwill of $2.7 million, which is not deductible for tax purposes, represents the excess of the purchase price over the estimated fair value assigned to the tangible and identifiable intangible assets acquired and liabilities assumed from Astro Machine. The goodwill recognized under ASC 805 is attributable to synergies which are expected to enhance and expand our overall product portfolio, opportunities in new and existing markets, future technologies that have yet to be determined and Astro Machine’s assembled workforce. The carrying amount of the goodwill was allocated to the PI segment.

Total acquisition-related costs of $0.7 million were included in general and administrative expense in our consolidated statement of income for the three and nine months ended October 28, 2023.

8

The amounts of revenue and earnings before taxes attributable to Astro Machine and included in our consolidated statement of income were as follows:

|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands) |  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |
Revenue |  | $ | 4,703 |  |  | $ | 6,575 |  |  | $ | 13,830 |  |  | $ | 12,515 |
Earnings before Taxes |  | $ | 1,199 |  |  | $ | 1,055 |  |  | $ | 2,594 |  |  | $ | 1,571 |

Astro Machine results are reported as part of the PI segment. Proforma results are not provided, as disclosure of such amounts was impractical to determine as the acquired business had insufficient financial records and no audit history prior to the transaction.

Honeywell Asset Purchase and License Agreement

On June 30, 2022, we entered into an Asset Purchase and License Agreement with Honeywell International Inc. (“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: $100,000 in 2024, $200,000 in 2025, $233,000 in 2026 and 2027, and $234,000 in 2028.

This transaction was evaluated under ASC 805, “Business Combinations,” and was accounted for as an asset acquisition.

The purchase price was allocated to the customer relationship intangible, which was the only asset acquired as a result of this transaction. This asset will be amortized over the useful life of the intangible. The minimum royalty payment obligation and related customer relationships intangible were recorded at the present value of the minimum royalty payments.

The acquired identifiable intangible asset is as follows:

(In thousands) |  | Fair Value |  |  | Useful Life (Years) |
Customer Contract Relationships |  | $ | 530 |  |  |  | 20 |

The minimum royalty payment due was discounted based on the payment schedule and applicable discount rate, resulting in an outstanding royalty obligation of $0.5 million as of January 31, 2023, including $0.1 million recorded as a current liability. Additional royalties based on sales activity will be recorded in the period that the associated revenue is earned. During fiscal 2023, we incurred $0.1 million in excess royalty expense, which was paid in the first quarter of the current fiscal year. As of the end of the third quarter of the current year, we incurred an additional $0.2 million in royalties payable to Honeywell which was paid in the current fiscal year. As of October 28, 2023, the current outstanding royalty obligation is $0.5 million, including $0.1 million recorded as a current liability in the accompanying balance sheet.

9

Note 4 – Revenue Recognition

We derive revenue from the sale of (i) 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) 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 |  |  | Nine Months Ended |
(In thousands) |  | October 28, 2023 |  |  | October 29, 2022* |  |  | October 28, 2023 |  |  | October 29, 2022* |
United States |  | $ | 20,953 |  |  | $ | 22,473 |  |  | $ | 61,773 |  |  | $ | 61,168 |
Europe |  |  | 11,292 |  |  |  | 11,447 |  |  |  | 31,088 |  |  |  | 26,748 |
Canada |  |  | 2,311 |  |  |  | 2,392 |  |  |  | 6,480 |  |  |  | 6,472 |
Asia |  |  | 1,670 |  |  |  | 1,480 |  |  |  | 4,920 |  |  |  | 4,206 |
Central and South America |  |  | 995 |  |  |  | 1,311 |  |  |  | 3,220 |  |  |  | 3,222 |
Other |  |  | 328 |  |  |  | 302 |  |  |  | 1,012 |  |  |  | 858 |
Total Revenue |  | $ | 37,549 |  |  | $ | 39,405 |  |  | $ | 108,493 |  |  | $ | 102,674 |

*Certain amounts have been reclassified to conform to the current year's presentation.

Major product types

|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands) |  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |
Hardware |  | $ | 12,865 |  |  | $ | 11,947 |  |  | $ | 35,800 |  |  | $ | 29,885 |
Supplies |  |  | 19,973 |  |  |  | 22,945 |  |  |  | 58,744 |  |  |  | 60,055 |
Service and Other |  |  | 4,711 |  |  |  | 4,513 |  |  |  | 13,949 |  |  |  | 12,734 |
Total Revenue |  | $ | 37,549 |  |  | $ | 39,405 |  |  | $ | 108,493 |  |  | $ | 102,674 |

In December 2022, we entered into an amended contract with one of our T&M customers that provided for a total payment of $3.25 million to us as a result of our claims allowable under French law relating to additional component costs we have incurred and will continue to incur in order to supply aerospace printers under the contract for the period beginning in April 2022 and continuing through 2025. Revenue from this arrangement will be recognized in proportion to the total estimated shipments through the end of the contract period. As of January 31, 2023, we have recognized $1.1 million in revenue and the $2.15 million balance was recorded as deferred revenue. During the three and nine months ended October 28, 2023, we recognized an additional $0.4 million and $1.0 million, respectively, which is included in revenue in the condensed consolidated statement of income for the respective periods presented, and there is a balance of $1.1 million in the deferred revenue at October 28, 2023. The remaining revenue to be recognized will be based on our shipments of the printers during the remainder of fiscal year 2024 and during fiscal year 2025.

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 $304,000 and $412,000 at October 28, 2023 and January 31, 2023, respectively, and are recorded as deferred revenue in the accompanying condensed consolidated balance sheet. The decrease in the deferred revenue balance during the nine months ended October 28, 2023 is due to revenue recognized during the current period, including $521,000 of revenue recognized that was included in the deferred revenue balance at January 31, 2023. The amount of revenue recognized for the period was partially offset by cash payments received in advance of satisfying performance obligations.

10

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 18 years as of October 28, 2023. The balance of these contract assets at January 31, 2023 was $1.4 million. During the three and nine months ended October 28, 2023, we amortized contract costs of $19,000 and $56,000, respectively. The balance of deferred incremental direct costs net of accumulated amortization at October 28, 2023 was $1.3 million, of which $0.1 million is reported in other current assets and $1.2 million is reported in other assets in the accompanying condensed consolidated balance sheet.

Note 5 – Net Income Per Common Share

Basic net income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted net income per share is calculated by dividing net income 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. A reconciliation of the shares used in calculating basic and diluted net income per share is as follows:

|  | Three Months Ended |  |  | Nine Months Ended |
|  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |
Weighted Average Common Shares Outstanding – Basic |  |  | 7,428,202 |  |  |  | 7,324,089 |  |  |  | 7,406,985 |  |  |  | 7,299,277 |
Effect of Dilutive Options, Restricted Stock Awards and Restricted Stock Units |  |  | 56,790 |  |  |  | 55,314 |  |  |  | 70,363 |  |  |  | 63,752 |
Weighted Average Common Shares Outstanding – Diluted |  |  | 7,484,992 |  |  |  | 7,379,403 |  |  |  | 7,477,348 |  |  |  | 7,363,029 |

For the three and nine months ended October 28, 2023, the diluted per share amounts do not reflect weighted average common equivalent shares outstanding of 505,293 and 390,326, respectively. For the three and nine months ended October 29, 2022, the diluted per share amounts do not reflect weighted average common equivalent shares outstanding of 540,407 and 602,510, respectively. These outstanding common equivalent shares were not included due to their anti-dilutive effect.

Note 6 – Intangible Assets

Intangible assets are as follows:

|  | October 28, 2023 |  |  | January 31, 2023 |
(In thousands) |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Currency Translation Adjustment |  |  | Net Carrying Amount |  |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Currency Translation Adjustment |  |  | Net Carrying Amount |
Miltope: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer Contract Relationships |  | $ | 3,100 |  |  | $ | (3,019 | ) |  | $ | — |  |  | $ | 81 |  |  | $ | 3,100 |  |  | $ | (2,777 | ) |  | $ | — |  |  | $ | 323 |
RITEC: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer Contract Relationships |  |  | 2,830 |  |  |  | (1,672 | ) |  |  | — |  |  |  | 1,158 |  |  |  | 2,830 |  |  |  | (1,623 | ) |  |  | — |  |  |  | 1,207 |
TrojanLabel: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Existing Technology |  |  | 2,327 |  |  |  | (2,336 | ) |  |  | 89 |  |  |  | 80 |  |  |  | 2,327 |  |  |  | (2,087 | ) |  | 94 |  |  | 334 |
Distributor Relations |  | 937 |  |  |  | (662 | ) |  |  | 21 |  |  |  | 296 |  |  | 937 |  |  | (588) |  |  | 27 |  |  | 376 |
Honeywell: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer Contract Relationships |  |  | 27,773 |  |  |  | (12,578 | ) |  |  | — |  |  |  | 15,195 |  |  |  | 27,773 |  |  |  | (11,913 | ) |  |  | — |  |  |  | 15,860 |
Astro Machine: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer Contract Relationships |  |  | 3,060 |  |  |  | (765 | ) |  |  | — |  |  |  | 2,295 |  |  |  | 3,060 |  |  | (306) |  |  |  | — |  |  |  | 2,754 |
Trademarks |  | 420 |  |  |  | (105 | ) |  |  | — |  |  |  | 315 |  |  | 420 |  |  | (42) |  |  |  | — |  |  | 378 |
Intangible Assets, net |  | $ | 40,447 |  |  | $ | (21,137 | ) |  | $ | 110 |  |  | $ | 19,420 |  |  | $ | 40,447 |  |  | $ | (19,336 | ) |  | $ | 121 |  |  | $ | 21,232 |

There were no impairments to intangible assets during the periods ended October 28, 2023 and October 29, 2022.

11

With respect to the acquired intangibles included in the table above, amortization expense of $0.6 million and $0.4 million has been included in the condensed consolidated statements of income for each of the three months ended October 28, 2023, and October 29, 2022, respectively. Amortization expense of $1.8 million and $1.2 million related to the above-acquired intangibles has been included in the accompanying condensed consolidated statement of income for the nine months ended October 28, 2023 and October 29, 2022, respectively.

Estimated amortization expense for the next five fiscal years is as follows:

(In thousands) |  | Remaining 2024 |  |  | 2025 |  |  | 2026 |  |  | 2027 |  |  | 2028 |
Estimated amortization expense |  | $ | 595 |  |  | $ | 1,722 |  |  | $ | 1,722 |  |  | $ | 1,722 |  |  | $ | 1,281 |

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. The components of inventories are as follows:

(In thousands) |  | October 28, 2023 |  |  | January 31, 2023 |
Materials and Supplies |  | $ | 37,248 |  |  | $ | 38,387 |
Work-In-Process |  |  | 1,453 |  |  |  | 1,146 |
Finished Goods |  |  | 17,415 |  |  |  | 23,221 |
|  |  | 56,116 |  |  |  | 62,754 |
Inventory Reserve |  |  | (9,111 | ) |  |  | (11,430 | )
|  | $ | 47,005 |  |  | $ | 51,324 |

Note 8 – Property, Plant and Equipment

Property, plant and equipment consist of the following:

(In thousands) |  | October 28, 2023 |  |  | January 31, 2023 |
Land and Land Improvements |  | $ | 2,304 |  |  | $ | 2,304 |
Buildings and Leasehold Improvements |  |  | 14,372 |  |  |  | 14,158 |
Machinery and Equipment |  |  | 25,838 |  |  |  | 24,960 |
Computer Equipment and Software |  |  | 14,058 |  |  |  | 13,972 |
Gross Property, Plant and Equipment |  |  | 56,572 |  |  |  | 55,394 |
Accumulated Depreciation |  |  | (42,320 | ) |  |  | (41,106 | )
Net Property Plant and Equipment |  | $ | 14,252 |  |  | $ | 14,288 |

Depreciation expense on property, plant and equipment was $0.4 million and $1.3 million for the three and nine months ended October 28, 2023, respectively. Depreciation expense on property, plant and equipment was $0.5 million and $1.0 million for the three and nine months ended October 29, 2022, respectively.

Note 9 – Credit Agreement and Long-Term Debt

In connection with the purchase of Astro Machine, on August 4, 2022, we entered into a Second Amendment to the Amended and Restated Credit Agreement (the “Second Amendment”) with Bank of America, N.A., as lender (the “Lender”). The Second 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, and the LIBOR Transition Amendment, dated as of December 24, 2021 (the “Existing Credit Agreement,” and the Existing Credit Agreement as amended by the Second Amendment, the “Amended Credit Agreement”), between us and the Lender.

The Amended Credit Agreement provides for (i) a new term loan in the principal amount of $6.0 million, which term loan was in addition to the existing term loan outstanding under the Existing Credit Agreement in the principal amount of $9.0 million as of the effective date of the Second Amendment, and (ii) an increase in the aggregate principal amount of the revolving credit facility available thereunder from $22.5 million to $25.0 million. At the closing of the Second Amendment, we borrowed the entire $6.0 million term loan and $12.4 million under the revolving credit facility, and the proceeds of such borrowings were used in part to pay the purchase price payable under the Purchase Agreement and certain related transaction costs. The revolving credit facility may otherwise be used for corporate purposes.

12

The Amended Credit Agreement requires that the term loan be paid in quarterly installments on the last day of each of our fiscal quarters over the term of the Amended Credit Agreement on the following repayment schedule: the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about October 31, 2022 through July 31, 2023 is $375,000; and the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about October 31, 2023 through April 30, 2027 is $675,000. The entire remaining principal balance of the term loan is required to be paid on August 4, 2027. We may 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). 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 line of credit at any time, subject to certain thresholds and conditions, without premium or penalty.

The interest rates under the Amended Credit Agreement are as follows: the term loan and revolving credit loans bear interest at a rate per annum equal to, at our option, either (a) the BSBY Rate as defined in the Amended Credit Agreement (or, in the case of revolving credit loans denominated in a currency other than U.S. Dollars, the applicable quoted rate), plus a margin that varies within a range of 1.60% to 2.50% 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 BSBY Rate plus 1.00%, or (iv) 0.50%, plus a margin that varies within a range of 0.60% to 1.50% based on our consolidated leverage ratio. In addition to certain other fees and expenses that we are required to pay to the Lender, we are required to pay a commitment fee on the undrawn portion of the revolving credit facility that varies within a range of 0.15% and 0.35% based on our consolidated leverage ratio. The loans under the Amended Credit Agreement are subject to certain mandatory prepayments, subject to various exceptions, from (a) net cash proceeds from certain dispositions of property, (b) net cash proceeds from certain issuances of equity, (c) net cash proceeds from certain issuances of additional debt and (d) net cash proceeds from certain extraordinary receipts.

Amounts repaid under the revolving credit facility may be reborrowed, subject to our continued compliance with the Amended Credit Agreement. No amount of the term loan that is repaid may be reborrowed.

We must comply with various customary financial and non-financial covenants under the Amended Credit Agreement. The financial covenants under the Amended Credit Agreement consist of a maximum consolidated leverage ratio, a minimum consolidated fixed charge coverage ratio and a minimum consolidated asset coverage ratio. The primary non-financial covenants limit our and our subsidiaries’ ability to incur future indebtedness, to place liens on assets, to pay dividends or distributions on our or our subsidiaries’ capital stock, to repurchase or acquire our or our subsidiaries’ capital stock, to conduct mergers or acquisitions, to sell assets, to alter our or our subsidiaries’ capital structure, to make investments and loans, to change the nature of our or our subsidiaries’ business, and to prepay subordinated indebtedness, in each case subject to certain exceptions and thresholds as set forth in the Amended Credit Agreement, certain of which provisions were modified by the Second Amendment. As of October 28, 2023, we believe we are in compliance with all of the covenants in the Credit Agreement.

The Lender is entitled to accelerate repayment of the loans and to terminate its revolving credit commitment under the 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.

Our obligations under the 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 ApS, AstroNova GmbH and AstroNova SAS), 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.

13

Summary of Outstanding Debt

At October 28, 2023, we had an outstanding balance of $14.9 million on our revolving line of credit. The balance outstanding under the revolving line of credit bore interest at a weighted average annual rate of 7.94% and 7.60% and we incurred $311,000 and $936,000 for interest on this obligation during the three and nine months ended October 28, 2023, respectively. Additionally, during the nine months ended October 28, 2023, we incurred $23,000 of commitment fees on the undrawn portion of our revolving credit facility. The balance outstanding under the revolving line of credit bore interest at a weighted average rate of 7.32% and 5.74%, respectively, for the three and nine months ended October 29, 2022, and we incurred $341,000 and $409,000, respectively, for interest on this obligation during the three and nine months ended October 29, 2022. Additionally, during the nine months ended October 29, 2022, we incurred $38,000 of commitment fees on the undrawn portion of our revolving credit facility. Both the interest expense and commitment fees are included as interest expense in the accompanying condensed consolidated statements of income for all periods presented. At October 28, 2023, there was $10.1 million remaining available for borrowing under the revolving line of credit.

Long-term debt in the accompanying condensed consolidated balance sheets is as follows:

(In thousands) |  | October 28, 2023 |  |  | January 31, 2023 |
USD Term Loan (7.69% as of October 28, 2023 and 6.78% as of January 31, 2023); maturity date of August 4, 2027 |  | $ | 12,825 |  |  | $ | 14,250 |
Debt Issuance Costs, net of accumulated amortization |  |  | (86 | ) |  |  | (110 | )
Current Portion of Term Loan |  |  | (2,700 | ) |  |  | (2,100 | )
Long-Term Debt |  | $ | 10,039 |  |  | $ | 12,040 |

During the three and nine months ended October 28, 2023, we recognized interest expense on debt of $254,000 and $768,000, respectively, and during the three and nine months ended October 29, 2022, we recognized $266,000 and $384,000, respectively, which is recognized in the accompanying condensed consolidated statements of income for all periods presented.

The schedule of required principal payments remaining during the next five years on long-term debt outstanding as of October 28, 2023 is as follows:

(In thousands) |  |  |
Fiscal 2024, remainder |  | $ | 675 |
Fiscal 2025 |  |  | 2,700 |
Fiscal 2026 |  |  | 2,700 |
Fiscal 2027 |  |  | 2,700 |
Fiscal 2028 |  |  | 4,050 |
|  | $ | 12,825 |

Note 10 – 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 $15.0 million, to be paid over ten years, based on gross revenues from the sales of the printers, paper and repair services of the licensed products. The royalty rates vary based on the year in which they are paid or earned, and product sold or service provided, and range from single-digit to mid double-digit percentages of gross revenue.

The guaranteed minimum royalty payment obligation was recorded at the present value of the minimum annual royalty payments. As of October 28 2023, we had paid an aggregate of $10.8 million of the guaranteed minimum royalty obligation. At October 28, 2023, the current portion of the outstanding guaranteed minimum royalty obligation of $1.5 million is to be paid over the next twelve months and is reported as a current liability and the remainder of $2.0 million is reported as a long-term liability on our condensed consolidated balance sheet. For the three and nine months ended October 28, 2023, we incurred $0.5 million and $1.4 million, respectively, in excess royalty expense which is included in cost of revenue in our consolidated statements of income. A total of $1.3 million in excess royalties was paid in the current fiscal year, and there are $0.5 million in excess royalty payables due as a result of this agreement for the quarter ended October 28, 2023.

In fiscal 2023, AstroNova, Inc. entered into a second Asset Purchase and License Agreement with Honeywell as further discussed in Note 3 “Acquisitions”.

14

Note 11 – Leases

We enter into lease contracts for certain of our facilities at various locations worldwide. Our leases have remaining lease terms of one to six years.

Balance sheet and other information related to our leases is as follows:

Operating Leases (In thousands) |  | Balance Sheet Classification |  | October 28, 2023 |  |  | January 31, 2023 |
Lease Assets |  | Right of Use Assets |  | $ | 650 |  |  | $ | 794 |
Lease Liabilities – Current |  | Other Liabilities and Accrued Expenses |  | $ | 254 |  |  | $ | 275 |
Lease Liabilities – Long Term |  | Lease Liabilities |  | $ | 459 |  |  | $ | 555 |

Lease cost information is as follows:

|  |  |  | Three Months Ended |  |  | Nine Months Ended |
Operating Leases (In thousands) |  | Statement of Income Classification |  | October 28, 2023 |  |  | October 28, 2023 |
Operating Lease Costs |  | General and Administrative Expense |  | $ | 103 |  |  | $ | 362 |
|  |  |  | Three Months Ended |  |  | Nine Months Ended |
Operating Leases (In thousands) |  | Statement of Income Classification |  | October 29, 2022 |  |  | October 29, 2022 |
Operating Lease Costs |  | General and Administrative Expense |  | $ | 115 |  |  | $ | 350 |

Maturities of operating lease liabilities are as follows:

(In thousands) |  | October 28, 2023 |
Fiscal 2024, remaining |  | $ | 86 |
Fiscal 2025 |  |  | 252 |
Fiscal 2026 |  |  | 193 |
Fiscal 2027 |  |  | 145 |
Fiscal 2028 |  |  | 89 |
Thereafter |  |  | — |
Total Lease Payments |  |  | 765 |
Less: Imputed Interest |  |  | (52 | )
Total Lease Liabilities |  | $ | 713 |

As of October 28, 2023, the weighted-average remaining lease term and weighted-average discount rate for our operating leases are 3.2 years and 4.39%, respectively. We calculated the weighted-average discount rate using incremental borrowing rates, which equal the rates of interest that we would pay to borrow funds on a fully collateralized basis over a similar term.

Supplemental cash flow information related to leases is as follows:

|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands) |  | October 28, 2023 |  |  | October 28, 2023 |
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |  |  |
Operating cash flows for operating leases |  | $ | 91 |  |  | $ | 268 |
|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands) |  | October 29, 2022 |  |  | October 29, 2022 |
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |  |  |
Operating cash flows for operating leases |  | $ | 74 |  |  | $ | 237 |

15

Note 12 – Accumulated Other Comprehensive Loss

The changes in the balance of accumulated other comprehensive loss by component are as follows:

(In thousands) |  | Foreign Currency Translation Adjustments |
Balance at January 31, 2023 |  | $ | (2,238 | )
Other Comprehensive Loss before reclassification |  |  | (324 | )
Balance at October 28, 2023 |  | $ | (2,562 | )

The amounts presented above in other comprehensive loss are net of taxes except for translation adjustments associated with our German and Danish subsidiaries.

Note 13 – 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 restricted stock units (“PSUs”) and restricted stock awards (“RSAs”). The 2018 Plan authorizes the issuance of up to 950,000 shares of common stock, plus an additional number of shares equal to the number of shares subject to awards granted under previous equity incentive plans that are forfeited, cancelled, satisfied without the issuance of stock, otherwise terminated (other than by exercise), or, for shares of stock issued pursuant to any unvested award, that are reacquired by us at not more than the grantee’s purchase price (other than by exercise). Under the 2018 Plan, all awards to employees generally have a minimum vesting period of one year. Options granted under the 2018 Plan must be issued at an exercise price of not less than the fair market value of our common stock on the date of grant and expire after ten years. Under the 2018 Plan, there were 123,772 unvested RSUs; 188,633 unvested PSUs; and options to purchase an aggregate of 135,500 shares outstanding as of October 28, 2023.

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 October 28, 2023, options to purchase an aggregate of 263,749 shares were outstanding under the 2007 Plan and options to purchase an aggregate of 129,000 shares were outstanding under the 2015 Plan.

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 25% of the number calculated by dividing the director’s annual compensation amount by the fair market value of the Company’s stock on such day. On June 5, 2023, each director’s annual compensation amount was adjusted to be $70,000. All RSA’s granted under this Program vest immediately.

Share-based compensation expense was recognized as follows:

|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands) |  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |
Stock Options |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 7 |
Restricted Stock Awards and Restricted Stock Units |  |  | 302 |  |  |  | 401 |  |  |  | 1,045 |  |  |  | 963 |
Employee Stock Purchase Plan |  |  | 9 |  |  |  | 4 |  |  |  | 20 |  |  |  | 7 |
Total |  | $ | 311 |  |  | $ | 405 |  |  | $ | 1,065 |  |  | $ | 977 |

16

Stock Options

Aggregated information regarding stock option activity for the nine months ended October 28, 2023 is summarized below:

|  | Number of Options |  |  | Weighted Average Exercise Price |
Outstanding at January 31, 2023 |  |  | 547,199 |  |  | $ | 15.16 |
Granted |  |  | — |  |  |  | — |
Exercised |  |  | (6,700 | ) |  |  | 10.57 |
Forfeited |  |  | (8,025 | ) |  |  | 15.34 |
Canceled |  |  | (4,225 | ) |  |  | 10.50 |
Outstanding at October 28, 2023 |  |  | 528,249 |  |  | $ | 15.25 |

Set forth below is a summary of options outstanding at October 28, 2023:

Outstanding |  |  | Exercisable |
Range of Exercise prices |  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Life |  |  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted Average Remaining Contractual Life |
$10.01-15.00 |  |  | 316,374 |  |  | $ | 13.78 |  |  |  | 2.3 |  |  |  | 316,374 |  |  | $ | 13.78 |  |  |  | 2.3 |
$15.01-20.00 |  |  | 211,875 |  |  | $ | 17.44 |  |  |  | 4.1 |  |  |  | 211,875 |  |  | $ | 17.44 |  |  |  | 4.1 |
|  |  | 528,249 |  |  | $ | 15.25 |  |  |  | 3.0 |  |  |  | 528,249 |  |  | $ | 15.25 |  |  |  | 3.0 |

There were no stock options granted in fiscal 2023, or during the first nine months of fiscal 2024, and as of October 28, 2023, there was no unrecognized compensation expense related to stock options.

Restricted Stock Units (RSUs), Performance-Based Stock Units (PSUs) and Restricted Stock Awards (RSAs)

Aggregated information regarding RSU, PSU and RSA activity for the nine months ended October 28, 2023 is summarized below:

|  | RSUs, PSUs & RSAs |  |  | Weighted Average Grant Date Fair Value |
Outstanding at January 31, 2023 |  |  | 274,927 |  |  | $ | 12.82 |
Granted |  |  | 152,643 |  |  |  | 12.59 |
Vested |  |  | (110,488 | ) |  |  | 12.18 |
Forfeited |  |  | (4,677 | ) |  |  | 12.49 |
Outstanding at October 28, 2023 |  |  | 312,405 |  |  | $ | 12.94 |

As of October 28, 2023, there was approximately $1.5 million of unrecognized compensation expense related to RSUs, PSUs and RSAs, which is expected to be recognized over a weighted average period of 1.0 years.

Employee Stock Purchase Plan

On June 7, 2022, we adopted the AstroNova Inc. 2022 Employee Stock Purchase Plan (“2022 ESPP”) to replace our previous Employee Stock Purchase Plan (the “Prior ESPP”). The 2022 ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair value on the first or last day of an offering period, whichever is less. A total of 40,000 shares were reserved for issuance under the 2022 ESPP and 5,045 shares were purchased under the 2022 ESPP during the year ended January 31, 2023. During the nine months ended October 28, 2023, there were 7,213 shares purchased under the 2022 ESPP. During the nine months ended October 29, 2022, there were 1,550 shares purchased under the Prior ESPP, and no additional purchases may be made under the Prior ESPP. There are 27,742 shares remaining available for purchase under the 2022 ESPP as of October 28, 2023.

17

Note 14 – Income Taxes

Our effective tax rates are as follows:

|  | Three Months Ended |  |  | Nine Months Ended |
Fiscal 2024 |  |  | 25.6 | % |  |  | 27.1 | %
Fiscal 2023 |  |  | 26.0 | % |  |  | 22.8 | %

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 October 28, 2023, we recognized an income tax expense of $949,000. The effective tax rate in this period was directly impacted by our jurisdictional mix of earnings. During the three months ended October 29, 2022, we recognized an income tax expense of $102,000. The effective tax rate in this period was directly impacted by our jurisdictional mix of earnings and a $30,000 tax benefit arising from windfall tax benefit related to our stock.

During the nine months ended October 28, 2023, we recognized an income tax expense of $738,000. The effective tax rate in this period was directly impacted by our jurisdictional mix of earnings, a $77,000 tax benefit related to the expiration of the statute of limitations on a previously uncertain tax position, a $49,000 tax benefit arising from windfall tax benefits related to the Company’s stock, and an $18,000 tax expense related to foreign return to provision differences. During the nine months ended October 29, 2022, we recognized an income tax expense of $383,000. The effective tax rate in this period was directly impacted by our jurisdictional mix of earnings, a $38,000 tax benefit related to the expiration of the statute of limitations on previously uncertain tax positions, a $51,000 tax benefit arising from a windfall tax benefit related to our stock, and a $13,000 tax expense relating to a revaluation of deferred taxes.

Note 15 – Segment Information

We report two segments: PI and T&M. We evaluate segment performance based on the segment profit before corporate expenses.

Summarized below are the Revenue and Segment Operating Profit for each reporting segment:

|  | Three Months Ended |  |  | Nine Months Ended |
|  | Revenue |  |  | Segment Operating Profit |  |  | Revenue |  |  | Segment Operating Profit |
(In thousands) |  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |
Product Identification |  | $ | 26,543 |  |  | $ | 29,879 |  |  | $ | 4,794 |  |  | $ | 2,960 |  |  | $ | 77,416 |  |  | $ | 74,985 |  |  | $ | 6,848 |  |  | $ | 6,019 |
T&M |  |  | 11,006 |  |  |  | 9,526 |  |  |  | 2,558 |  |  |  | 1,711 |  |  |  | 31,077 |  |  |  | 27,689 |  |  |  | 6,548 |  |  |  | 5,783 |
Total |  | $ | 37,549 |  |  | $ | 39,405 |  |  |  | 7,352 |  |  |  | 4,671 |  |  | $ | 108,493 |  |  | $ | 102,674 |  |  |  | 13,396 |  |  |  | 11,802 |
Corporate Expenses |  |  |  |  |  |  |  |  | 2,734 |  |  |  | 3,325 |  |  |  |  |  |  |  |  |  | 8,514 |  |  |  | 8,456 |
Operating Income |  |  |  |  |  |  |  |  | 4,618 |  |  |  | 1,346 |  |  |  |  |  |  |  |  |  | 4,882 |  |  |  | 3,346 |
Other Income (Expense), net |  |  |  |  |  |  |  |  | (917 | ) |  |  | (955 | ) |  |  |  |  |  |  |  |  | (2,161 | ) |  |  | (1,665 | )
Income Before Income Taxes |  |  |  |  |  |  |  |  | 3,701 |  |  |  | 391 |  |  |  |  |  |  |  |  |  | 2,721 |  |  |  | 1,681 |
Income Tax Provision |  |  |  |  |  |  |  |  | 949 |  |  |  | 102 |  |  |  |  |  |  |  |  |  | 738 |  |  |  | 383 |
Net Income |  |  |  |  |  |  |  | $ | 2,752 |  |  | $ | 289 |  |  |  |  |  |  |  |  | $ | 1,983 |  |  | $ | 1,298 |

18

Note 16 – 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:

|  | October 28, 2023 |
|  | Fair Value Measurement |  |  |  |
(In thousands) |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Carrying Value |
Long-Term debt and related current maturities |  | $ | — |  |  | $ | — |  |  | $ | 12,882 |  |  | $ | 12,882 |  |  | $ | 12,825 |

|  | January 31, 2023 |
|  | Fair Value Measurement |  |  |  |
(In thousands) |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Carrying Value |
Long-Term debt and related current maturities |  | $ | — |  |  | $ | — |  |  | $ | 14,310 |  |  | $ | 14,310 |  |  | $ | 14,250 |

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 17 - Restructuring

On July 26, 2023, we adopted a restructuring plan for our Product Identification segment that transitioned a portion of the printer manufacturing within our Product Identification segment from our facilities in Asia and Rhode Island to our Astro Machine, Inc. facility located in Illinois. Additionally, we ceased selling certain of our older, lower-margin or low-volume Product Identification segment products and made targeted reductions to our workforce. As part of the restructuring plan, we also intend to consolidate certain of our international Product Identification sales and distribution facilities and streamline our channel partner network. We expect to substantially complete this plan during fiscal year 2024.

As a result of the adoption and implementation of our Product Identification segment restructuring plan, in the second quarter of our fiscal year 2024 we recognized a pre-tax restructuring charge of $2.7 million, comprised primarily of non-cash charges related to inventory write-offs associated with product curtailment and discontinuation and facility exit related costs, and cash charges related to severance-related costs. Below is a summary of the restructuring costs and liability by type as of October 28, 2023.

(in thousands) |  | Restructuring Costs |  |  | Amounts paid in quarter ended July 29, 2023 |  |  | Amounts paid in quarter ended October 28, 2023 |  | Restructuring Liability |
Severance and Employee Related Costs |  | $ | 611 |  |  | $ | (40 | ) |  | $ | (320 | ) | $ | 251 |
Inventory Write-Off |  |  | 1,991 |  |  |  | — |  |  |  | — |  |  | — |
Facility Exit and Other Restructuring Costs |  | 49 |  |  |  | — |  |  |  | — |  |  | — |
Total |  | $ | 2,651 |  |  | $ | (40 | ) |  | $ | (320 | ) | $ | 251 |

The restructuring liability is included in other accrued expenses in the accompanying condensed consolidated balance sheet as of October 28, 2023, and the majority of the balance is expected to be paid by the end of our fiscal 2024.

19

The following table summarizes restructuring costs included in the accompanying condensed consolidated statement of

income:

|  | Nine Months Ended |
(in thousands) |  | October 28, 2023 |
Cost of Revenue |  | $ | 2,096 |
Operating Expenses: |  |  |
Selling & Marketing |  | 443 |
Research & Development |  | 29 |
General & Administrative |  | 83 |
Total |  | $ | 2,651 |

Product Retrofit Program

In connection with our restructuring plan, we identified the need to address quality and reliability issues in certain models of our PI printers as a result of faulty ink provided by one of our larger suppliers. In order to remedy these issues and maintain solid customer relationships, during the second quarter of the current year we initiated a program to retrofit all of the printers sold to our customers that were affected by the faulty ink.

Upon initiating this program, we identified approximately 150 printers sold to our customers that were affected by the faulty ink. We are working with our customers to either repair or replace the affected printers and will do this on a gradual basis through March 2024. The estimated costs associated with this program are $0.9 million, which includes the cost of parts, labor and travel. Those costs were recognized and recorded in the second quarter of the current year and are included in cost of revenue in the accompanying consolidated statement of income for the nine month period ended October 28, 2023. The balance in the related liability, which is included in other accrued expenses in the accompanying condensed consolidated balance sheet at October 28, 2023, is as fol lows:

(in thousands) |  |
Provision for Product Retrofit Program | $ | 852 |
Cost of Repairs and Replacements incurred through October 28, 2023 |  | (387 | )
Balance at October 28, 2023 | $ | 465 |

Ite m 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, 2023.

We are a multinational enterprise that leverages our proprietary data visualization technologies to design, develop, manufacture, distribute and service a broad range of products that acquire, store, analyze and present data in multiple formats. We organize our structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. We market and sell our products and services through the following two segments:

•
Product Identification (“PI”) – offers color and monochromatic digital label printers, direct-to-package printers and custom OEM printers. PI also provides software to design, manage and print labeling and packaging images locally and across networked printing systems, as well as all related printing supplies such as pressure sensitive labels, tags, inks, toners and thermal transfer ribbons used by digital printers. PI also provides on-site and remote service, spare parts and various service contracts.
•
Test and Measurement (“T&M”) – offers a suite of products and services that acquire data from local and networked data streams and sensors as well as wired and wireless networks. The T&M segment includes a line of aerospace printers that are used to print hard copies of data required for the safe and efficient operation of aircraft including navigation maps, clearances, arrival and departure procedures, flight itineraries, weather maps, performance data, passenger data, and various air traffic control data. Aerospace products also include aircraft networking systems for high-speed onboard data transfer. T&M also provides repairs, service and spare parts.

20

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 organic growth through product innovation made possible by research and development initiatives, as well as strategic acquisitions that fit into or complement existing core businesses.

On July 26, 2023, we adopted a restructuring plan for our PI segment. As part of the restructuring plan, we transitioned a portion of the printer manufacturing within our PI segment from our facilities in Asia and Rhode Island to our Astro Machine, Inc. facility located in Illinois. In addition, we ceased selling certain of our older, lower-margin or low-volume PI segment products and have made targeted reductions to our workforce. As part of the restructuring plan, we also intend to consolidate certain of our international PI sales and distribution facilities and to streamline our channel partner network. We expect to substantially complete this plan during our fiscal year 2024.

As a result of the adoption and implementation of our PI segment restructuring plan, in the second quarter of our fiscal year 2024 we recognized pre-tax restructuring expense of $2.7 million, comprised primarily of non-cash charges related to inventory write-offs associated with product curtailment and discontinuation and facility exit related costs, and cash charges related to severance and related costs.

In connection with our restructuring plan, we identified the need to address quality and reliability issues in certain models of our PI printers as a result of faulty ink provided by one of our larger suppliers. In order to remedy these issues and maintain solid customer relationships, during the second quarter of the current year we initiated a program to retrofit all of the printers sold to our customers that were affected by the faulty ink.

Upon initiating this program, we identified approximately 150 printers sold to our customers that were affected by the faulty ink. We are working with our customers to repair or replace the impacted printers and will do this on a gradual basis through March 2024. The estimated costs associated with this program are $0.9 million, which includes the cost of parts, labor and travel. Those costs were recognized and recorded in the second quarter of the current year. Refer to Note 17, “Restructuring,” in our condensed consolidated financial statements included elsewhere in this report for further details.

On August 4, 2022, we completed the acquisition of Astro Machine, an Illinois-based manufacturer of printing equipment, including label printers, tabbers, conveyors, and envelope feeders, for an aggregate consideration of $17.1 million. Astro Machine is reported as part of our PI segment beginning with the third quarter of fiscal 2023. Refer to Note 3, “Acquisitions,” in our condensed consolidated financial statements included elsewhere in this report for further details.

COVID-19 Update

All of our global operations were materially adversely affected by the worldwide COVID-19 pandemic and the related supply-chain disruptions. In the aftermath of the immediate severe impacts of COVID-19, the resulting changes in our customers’ purchasing behavior, the post-pandemic impact of inflation from macroeconomic factors, and the continued and lingering structural impacts on our global supply chain, particularly with respect to the availability and costs of electronic components, have made planning for customer demand and manufacturing production more difficult and have had an adverse impact on our operations and financial performance. Also, the post-pandemic impact has led to a rise in the cost of a number of classes of acquired goods for both the T&M and PI segments. We will continue to evaluate the impact of COVID-19 and its aftermath effects on our business, results of operations and cash flows throughout the remainder of fiscal 2024, including the potential impacts on various estimates and assumptions inherent in the preparation of the consolidated financial statements.

Since the COVID-19 pandemic began we have experienced difficulties in obtaining raw materials and components for our products. Some of the structural dislocations in the global economy that were triggered by the pandemic are prolonging these difficulties. Particularly with respect to certain electronic components for legacy products in our T&M segment, availability has been curtailed and may not recover, and as a result, we have had to accelerate product redesign and quickly transition customers to products with more viable long-term product configurations. We expect to incur substantial costs in doing so but are unable to accurately estimate the financial impact. We have also had to incur costs, related to higher shipping fees (i.e., air rather than ocean freight) and though these have abated to a degree, they have not returned to pre-pandemic levels. These factors negatively impacted our efficiency and delayed shipments for each of the fiscal quarters in fiscal 2023, and while those issues have abated in the first nine months of fiscal 2024, it is unclear whether this favorable trend will continue. We are addressing these issues through long-range planning and procuring higher inventory levels for the affected items to help mitigate potential shortages whenever practicable. For our T&M segment, we are also monitoring and reacting to extended lead times on electronic components, and utilizing a variety of strategies, including blanket orders, vendor-bonded inventories, extended commitments to our supply base, and seeking alternative suppliers. Additionally, we have taken actions to increase regular contact with our essential vendors and increased our forecasting horizon for our products to help us better manage our supply chain. In some cases, we are working with our vendors to help them procure

21

components. Our strategies to counteract these supply chain dislocations have significantly increased the amount of inventory we maintain to support our product sales. We have also experienced several situations where component shortages and scarcity have required us to pay significantly higher costs to obtain those components, particularly electronic components and circuit board assemblies in the T&M segment and inks and printer machine parts in the PI segment. We will continue to monitor our supply chain going forward and update our mitigation strategies as we determine appropriate. We are not able to predict how current supply chain difficulties will develop in the future, and if the steps we are taking are not effective, it could have a material adverse impact on our business and results of operations.

Product Identification Update

The COVID-19 pandemic impacted our PI business by limiting our ability to meet with customers to demonstrate our products at trade shows and on-site in their facilities. We partially countered this through a variety of virtual, on-line selling and digital marketing strategies, a number of which we continue to emphasize today. The degree to which post-pandemic selling practices will revert to traditional practices is unknown, and the ultimate mix of customer engagement methods of face-to-face selling versus digital selling methods are just starting to recover. For example, throughout fiscal 2023 we attended numerous trade shows, but demand generation through those selling methods has not fully recovered and digital marketing has, we believe, become a more permanent element of our go-to-market strategy. This has required us to shift resources to those technologies. Further, the reliability of timely delivery of acceptable quality printer components from one of our suppliers has deteriorated post-pandemic, which has caused us to incur additional direct procurement costs to carry higher inventories to assure adequate supplies to satisfy customers. We have also incurred additional warranty and technical service costs to offset the impacts of these quality issues and invested considerable time and resources with that supplier to improve their performance.

Test & Measurement Update

The aerospace industry, which we serve through our aerospace product line, was significantly disrupted by the COVID-19 pandemic, because of the severe decline in the demand for air travel, demand for aircraft, and a general curtailment of aircraft production rates. This had a material adverse impact on our financial results. Although air travel demand and aircraft production demand have improved and the direct and secondary impacts of the demand decline have abated, they have not recovered completely. We believe that it will be at least another one to three years before we reach full revenue recovery due to the lingering impacts of the pandemic era on the economic structure of the airline industry. General economic conditions could also still become a negative factor impacting demand for new aircraft, which could potentially stall or reverse current favorable trends. If this were to happen individually or in combination, these factors would be difficult to respond to, which could have a material adverse impact on our business operations and financial results.

Results of Operations

Three Months Ended October 28, 2023 vs. Three Months Ended October 29, 2022

Revenue by segment and current quarter percentage change over the prior year for the three months ended October 28, 2023 and October 29, 2022 were:

(Dollars in thousands) |  | October 28, 2023 |  |  | As a % of Revenue |  |  | October 29, 2022 |  |  | As a % of Revenue |  |  | % Change Compared to Prior Year |
PI |  | $ | 26,543 |  |  |  | 70.7 | % |  | $ | 29,879 |  |  |  | 75.8 | % |  |  | (11.2 | )%
T&M |  |  | 11,006 |  |  |  | 29.3 | % |  |  | 9,526 |  |  |  | 24.2 | % |  |  | 15.5 | %
Total |  | $ | 37,549 |  |  |  | 100.0 | % |  | $ | 39,405 |  |  |  | 100.0 | % |  |  | (4.7 | )%

Revenue for the third quarter of the current year was $37.5 million, representing a 4.7% decrease compared to the previous year's third quarter revenue of $39.4 million. Revenue through domestic channels for the third quarter of the current year was $20.9 million, a decrease of 6.8% from the prior year’s third quarter domestic revenue of $22.5 million. International revenue for the third quarter of the current year was $16.6 million, representing 44.2% of our third quarter revenue and reflects a 2.0% decrease from the previous year's third quarter international revenue. Current year third quarter international revenue includes a favorable foreign exchange rate impact of $0.4 million.

22

Hardware revenue in the third quarter of the current year was $12.9 million, a 7.7% increase compared to the prior year’s third quarter hardware revenue of $11.9 million. The current quarter increase is attributable to hardware sales in the T&M segment which increased $1.4 million or 23.0% as compared to the same period in the prior year, primarily as a result of increased sales in our aerospace printer product line. The overall increase in current quarter hardware sales was partially offset by a $0.5 million or 7.9% decline in hardware sales in our PI segment.

Supplies revenue in the third quarter of the current year was $20.0 million, a 13.0% decrease compared to the prior year’s third quarter supplies revenue of $22.9 million. Current quarter supplies revenue decreased in both the PI and T&M segment as compared to the same period in the prior year, but was primarily due to a $3.0 million or 16.5% decline in ink jet supply sales in the PI segment and to a much lesser degree, a decline in paper supply revenue for the aerospace printers in the T&M segment.

Service and other revenues of $4.7 million in the current quarter increased 2.2% compared to service and other revenues of $4.5 million in the third quarter of the prior year. Current quarter service and other revenue increased in both the PI and T&M segment as compared to the same period in the prior year, but was primarily due to an increase in aerospace printer repairs revenue, partially offset by the decline in aerospace parts revenue in the T&M segment.

The current year's third quarter gross profit was $14.8 million, an 18.4% increase compared to the prior year’s third quarter gross profit of $12.5 million. Current quarter gross profit margin of 39.4% reflects a 7.7 percentage point increase from the prior year’s third quarter gross profit margin of 31.7%. The higher gross profit margin for the current quarter compared to the prior year’s third quarter is primarily attributable to favorable pricing and product mix.

Operating expenses for the current quarter were $10.1 million, an 8.8% decrease compared to the prior year’s third quarter operating expenses of $11.1 million. Current quarter selling and marketing expenses were $5.7 million, a 2.8% decrease compared to the third quarter of the prior year. The decrease for the current quarter was primarily due to decreases in wages, commissions, and maintenance contract fees, partially offset by increases in advertising and trade show expenses and amortization expense related to the customer relationship and trademark intangibles acquired as part of the Astro Machine acquisition. Current quarter general and administrative expenses were $2.7 million, a 17.8% decrease compared to the third quarter of the prior year, primarily due to a decline in outside service costs, partially offset by increases in bonus and professional fee expenses. Research and development (“R&D”) expenses were $1.7 million in the current quarter, an 11.6% decrease compared to the third quarter of the prior year, primarily due to decreases in wages and supplies expense. The decrease in R&D expense for the current quarter was partially offset by increases in outside services and consulting fees. R&D spending as a percentage of revenue for the current quarter was 4.5% as compared to 4.8% for the same period in the prior year.

Other expenses in the third quarter of the current year were $0.9 million compared to $1.0 million for the same period in the prior year. Current quarter other expense includes interest expense on term debt and our revolving line of credit of $0.6 million, and $0.3 million of net foreign exchange loss. Other expense in the third quarter of the prior year includes interest expense on our term debt and line of credit of $0.7 million, a net foreign exchange loss of $0.2 million and other expense of $0.1 million.

We recognized a federal, state and foreign income tax expense for the third quarter of the current year of $0.9 million resulting in an effective tax rate of 25.6%. The effective tax rate in this period was directly impacted by our jurisdictional mix of earnings. During the three months ended October 29, 2022, we recognized an income tax expense of $0.1 million, resulting in an effective tax rate of 26.0%. The effective tax rate in this period was directly impacted by our jurisdictional mix of earnings and a $30,000 tax benefit arising from a windfall tax benefit related to our stock.

We reported a net income of $2.8 million or $0.37 per diluted share for the third quarter of the current year. On a comparable basis, net income for the prior year’s third quarter was $0.3 million or $0.04 per diluted share. Prior year's third quarter results were impacted by transaction costs of $0.7 million ($0.5 million net of tax or $0.07 per diluted share) related to the acquisition of Astro Machine.

Nine Months Ended October 28, 2023 vs. Nine Months Ended October 29, 2022

Revenue by segment and current period percentage change over the prior year for the nine months ended October 28, 2023 and October 29, 2022 were:

(Dollars in thousands) |  | October 28, 2023 |  |  | As a % of Revenue |  |  | October 29, 2022 |  |  | As a % of Revenue |  |  | % Change Compared to Prior Year |
Product Identification |  | $ | 77,416 |  |  |  | 71.4 | % |  | $ | 74,985 |  |  |  | 73.0 | % |  |  | 3.2 | %
T&M |  |  | 31,077 |  |  |  | 28.6 | % |  |  | 27,689 |  |  |  | 27.0 | % |  |  | 12.2 | %
Total |  | $ | 108,493 |  |  |  | 100.0 | % |  | $ | 102,674 |  |  |  | 100.0 | % |  |  | 5.7 | %

23

Revenue for the first nine months of the current year was $108.5 million, representing a 5.7% increase compared to the previous year’s first nine months revenue. Revenue through domestic channels for the first nine months of the current year was $61.8 million, an increase of 1.0% from prior year’s domestic revenue of $61.2 million. International revenue for the first nine months of the current year was $46.7 million, a 12.6% increase from the previous year’s international revenue of $41.5 million. International revenue for the first nine months of the current year reflected a favorable foreign exchange rate impact of $0.2 million.

Hardware revenue in the first nine months of the current year was $35.8 million, a 19.8% increase compared to the prior year’s first nine months hardware revenue of $29.9 million. The current year's increase is attributable to increased hardware sales in both the T&M and PI segments. Current year hardware sales in the PI segment were $15.9 million, an increase of $3.3 million or 25.8% compared to the previous year's PI hardware sales of $12.6 million. This increase was the result of the inclusion in the current year of the first six months of hardware sales of $5.2 million from Astro Machine, which was acquired in the third quarter of the prior year. The increase in PI hardware revenue as a result of the acquisition of Astro Machine was partially offset by a decline in sales of our QuickLabel and TrojanLabel printers. T&M hardware sales for the current year were $19.9 million, a 15.4% increase from the prior year’s T&M hardware sales of $17.3 million, as the $3.6 million or 26.0% increase in sales in our aerospace printer product line was modestly offset by a decline in sales of our data recorder product line.

Supplies revenue in the first nine months of the current year was $58.7 million, representing a 2.2% decrease over the prior year’s nine months supplies revenue of $60.1 million. The current year decrease was primarily due to an overall decline in Quick Label product group s upplies revenue in the PI segment. The overall decrease in supplies revenue for the current quarter was offset to a large degree by the contribution in the current year of the first six months of supply sales of $3.1 million from Astro Machine in the PI segment, which was acquired in the third quarter of the prior year and the increase in the current quarter’s paper supply revenue for the aerospace printers in the T&M segment.

Service and other revenues were $13.9 million in the first nine months of the current year, a 9.5% increase compared to the prior year’s first nine months service and other revenues of $12.7 million. Service and other revenue increased in both the PI and T&M segments with the increase primarily due to the $0.9 million of service and other sales for the first six months of the current year from Astro Machine in the PI segment, which was acquired in the third quarter of the prior year. The current year increase was also impacted by increased parts revenue in the PI segment and increased repair revenue in the T&M segment.

Current year first nine months gross profit was $36.9 million, a 6.6% increase compared to the prior year’s first nine months gross profit. Our gross profit margin of 34.0% in the current year reflects a 0.3 percentage point increase from the prior year’s first nine months gross profit margin of 33.7%. The increased gross profit and related profit margin for the current year compared to the prior year is primarily attributable to higher margins on a favorable product mix.

Operating expenses for the first nine months of the current fiscal year were $32.0 million, a 2.4% increase compared to the prior year’s first nine months operating expenses of $31.2 million. Selling and marketing expenses for the current year of $18.5 million increased by 3.8% compared to the previous year’s first nine months primarily due to the increase in amortization expense related to the customer relationship and trademark intangibles acquired as part of the Astro Machine acquisition, the $0.4 million of severance cost due to the restructuring plan and bonus expense. The increase in the current year selling and marketing expenses was partially offset by decreases in wages, commissions and maintenance contract fees. General and administrative expenses of $5.0 million in the first nine months of the current year were consistent with the first nine months of the prior year, as increases in professional fees, wages and bonus expense were largely offset by declines in outside service fees, employee fees and supplies and repair expenses. R&D spending in the first nine months of the current year was $8.5 million, which was consistent with the prior year’s first nine months, as increases in outside services and bonus expense were offset by decreases in employee wages. Current year spending on R&D represents 4.6% of revenue compared to the prior year’s first nine months level of 4.9%.

Other expenses during the first nine months of the current year were $2.2 million compared to $1.7 million in the first nine months of the previous year. Current year other expenses includes interest expense on debt and our line of credit of $1.9 million and net foreign exchange loss of $0.3 million. Other expenses during the first nine months of the prior year include interest expense on our term debt and line of credit of $1.1 million and net foreign exchange loss of $0.6 million.

24

We recognized a $0.7 million of income tax expense for the first nine months of the current fiscal year, resulting in an effective tax rate of 27.1%. The effective tax rate was directly impacted by our jurisdictional mix of earnings, a $77,000 tax benefit related to the expiration of the statute of limitations on a previously uncertain tax position, a $49,000 tax benefit arising from windfall tax benefits related to the Company’s stock, and a $18,000 tax expense related to foreign return to provision differences. We recognized $0.4 million of income tax expense for the first nine months of the prior fiscal year which resulted in a 22.8% effective tax rate. The effective tax rate for this period was directly impacted by our jurisdictional mix of earnings, a $38,000 tax benefit related to the expiration of the statute of limitations on previously uncertain tax positions, a $51,000 tax benefit arising from a windfall tax benefit related to our stock, and a $13,000 tax expense relating to a revaluation of deferred taxes.

We reported net income of $2.0 million, or $0.27 per diluted share, for the first nine months of the current year. The results for this period were impacted by expense of $2.7 million ($2.0 million net of tax or $0.28 per diluted share) related to the restructuring plan and expense of $0.9 million ($0.7 million net of tax or $0.09 per diluted share) related to the product retrofit program. On a comparable basis, net income for the prior year’s first nine months was $1.3 million, or $0.18 per diluted share. Prior year third quarter results were impacted by transaction costs of $0.7 million ($0.5 million net of tax or $0.07 per diluted share) related to the acquisition of Astro Machine.

Segment Analysis

We report two segments: PI and T&M and evaluate segment performance based on the segment profit before corporate and financial administration expenses. Summarized below are the Revenue and Segment Operating Profit for each reporting segment:

|  | Three Months Ended |  |  | Nine Months Ended |
|  | Revenue |  |  | Segment Operating Profit |  |  | Revenue |  |  | Segment Operating Profit |
(In thousands) |  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |  |  | October 28, 2023 |  |  | October 29, 2022 |
Product Identification |  | $ | 26,543 |  |  | $ | 29,879 |  |  | $ | 4,794 |  |  | $ | 2,960 |  |  | $ | 77,416 |  |  | $ | 74,985 |  |  | $ | 6,848 |  |  | $ | 6,019 |
T&M |  |  | 11,006 |  |  |  | 9,526 |  |  |  | 2,558 |  |  |  | 1,711 |  |  |  | 31,077 |  |  |  | 27,689 |  |  |  | 6,548 |  |  |  | 5,783 |
Total |  | $ | 37,549 |  |  | $ | 39,405 |  |  |  | 7,352 |  |  |  | 4,671 |  |  | $ | 108,493 |  |  | $ | 102,674 |  |  |  | 13,396 |  |  |  | 11,802 |
Corporate Expenses |  |  |  |  |  |  |  |  | 2,734 |  |  |  | 3,325 |  |  |  |  |  |  |  |  |  | 8,514 |  |  |  | 8,456 |
Operating Income |  |  |  |  |  |  |  |  | 4,618 |  |  |  | 1,346 |  |  |  |  |  |  |  |  |  | 4,882 |  |  |  | 3,346 |
Other Income (Expense), Net |  |  |  |  |  |  |  |  | (917 | ) |  |  | (955 | ) |  |  |  |  |  |  |  |  | (2,161 | ) |  |  | (1,665 | )
Income Before Income Taxes |  |  |  |  |  |  |  |  | 3,701 |  |  |  | 391 |  |  |  |  |  |  |  |  |  | 2,721 |  |  |  | 1,681 |
Income Tax Provision |  |  |  |  |  |  |  |  | 949 |  |  |  | 102 |  |  |  |  |  |  |  |  |  | 738 |  |  |  | 383 |
Net Income |  |  |  |  |  |  |  | $ | 2,752 |  |  | $ | 289 |  |  |  |  |  |  |  |  | $ | 1,983 |  |  | $ | 1,298 |

Product Identification-PI

Revenue from the PI segment decreased $3.3 million or 11.2% in the third quarter of the current year, with revenue of $26.5 million compared to $29.9 million in the same period of the prior year. The current quarter decrease is attributable to the decline in revenue from inkjet supplies sales and certain tabletop label hardware sales, particularly in North America resulting primarily from the adverse market reaction to the deterioration of certain label printers due to the ink quality issues related to one of our large suppliers. The PI segment recognized a current quarter segment operating income of $4.8 million, reflecting a profit margin of 18.1%. This compares to the prior year’s third quarter segment profit of $3.0 million and related profit margin of 9.9%. The increase in the current year third quarter PI segment operating profit and margin is primarily due to lower manufacturing and operating expenses and a favorable product mix.

Revenue from the PI segment increased 3.2% to $77.4 million in the first nine months of the current year from $75.0 million in the same period of the prior year. The current year’s increase is the result of the inclusion of $9.1 million of sales in the first six months of the current year from Astro Machine, which was acquired in the third quarter of the prior year. The current year’s increase in PI revenue was partially offset by declines in the revenue from inkjet supplies and certain tabletop label hardware sales, particularly in North America resulting primarily from the continued adverse market reaction to the deterioration of certain label printers due to the ink quality issues related to one of our larger suppliers. The current year's PI segment operating profit was $6.8 million with a profit margin of 8.8%, compared to the prior year’s segment operating profit of $6.0 million and related profit margin of 8.0%. The increase in the current year PI segment operating profit and margin is primarily due to the inclusion of Astro Machine for the full nine months of fiscal 2024, lower manufacturing and operating expenses and a favorable product mix, partially offset by the impact of $2.6 million of costs related to the restructuring plan and $0.9 million of product retrofit costs recognized in the current year.

25

Test & Measurement—T&M

Revenue from the T&M segment was $11.0 million for the third quarter of the current fiscal year, representing a 15.5% increase compared to revenue of $9.5 million for the same period in the prior year. The increase in revenue for the current quarter is primarily attributable to strong hardware sales in our aerospace product lines as a result of increased aerospace printer product unit volume. Demand for printers has increased due to the post-pandemic recovery in air travel demand and new orders of airplanes and the corresponding increase in production rates. The current quarter revenue increase was also impacted by a small increase in hardware sales in the data recorder product line. T&M’s third quarter segment operating profit was $2.6 million, reflecting a profit margin of 23.2%, compared to the prior year third quarter segment operating profit of $1.7 million and related operating margin of 18.0%. The increase in T&M’s current year third quarter segment operating profit margin is due to higher revenue from high-margin product lines.

Revenue from the T&M segment was $31.1 million for the first nine months of the current fiscal year, a 12.2% increase compared to sales of $27.7 million for the same period in the prior year. The increase in revenue for the current year was primarily attributable to strong hardware sales in our aerospace product lines as a result of increased aerospace printer product unit volume. Demand for printers has increased due to the post-pandemic recovery in air travel demand, which has driven new orders for airplanes and a corresponding increase in production rates. The current quarter T&M segment revenue increase was partially offset by a decline in T&M hardware sales in the data recorder product line. The segment’s first nine months operating profit of $6.5 million resulted in a 21.1% profit margin compared to the prior year’s segment operating profit of $5.8 million and related operating margin of 20.9%. The increase in T&M’s current year segment operating profit margin is due to higher revenue from high-margin product lines.

Liquidity and Capital Resources

Overview

Historically, 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 facilities.

We believe cash flow generation from operations and available unused credit capacity under our credit facility will support our anticipated needs. In fiscal 2024 (after required debt amortization and payment of minimum guaranteed royalty payments to Honeywell), we plan to focus on inventory reduction and reduction of debt outstanding under our revolving credit facility, to the degree practicable and as constrained by supply chain management challenges. We also anticipate that we will have the ability to finance, under a secured financing agreement, $1.5 million to $2.0 million for capital investments to upgrade production machinery to support planned revenue growth and cost reduction objectives. Finally, if further acquisition opportunities develop that would require additional cash above our current available capacity, based on regular communication with our lender, we believe that our current operating performance and the reduction in leverage ratios as measured by the covenants within our credit facilities since the acquisition of Astro Machine would permit us to obtain sufficient additional debt financing, barring any unforeseen changes in the credit and capital markets.

In connection with our purchase of Astro Machine on August 4, 2022, we entered into a Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”) with Bank of America, N.A., as lender (the “Lender”). The Second 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, and the LIBOR Transition Amendment, dated as of December 24, 2021 (the “Existing Credit Agreement,” and the Existing Credit Agreement as amended by the Second Amendment, the “Amended Credit Agreement”), between us and the Lender.

The Amended Credit Agreement provides for (i) a new term loan in the principal amount of $6.0 million, which term loan was in addition to the existing term loan outstanding under the Existing Credit Agreement in the principal amount of $9.0 million as of the effective date of the Second Amendment, and (ii) an increase in the aggregate principal amount of the revolving credit facility available thereunder from $22.5 million to $25.0 million. Under the Amended Credit Agreement, revolving credit loans may continue to be borrowed, at our option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Kroner.

In response to the COVID-19 pandemic and related economic dislocation, we have implemented and will continue to implement a variety of expense reduction and cash preservation initiatives. On April 27, 2020, our board of directors suspended our quarterly cash dividend beginning with the second quarter of our fiscal year 2021.

At October 28, 2023 our cash and cash equivalents were $4.8 million. We have borrowed $14.9 million on our revolving line of credit and have $10.1 million available for borrowing under that facility as of October 28, 2023.

26

Indebtedness

Term Loan

The Amended Credit Agreement requires that the term loan be paid in quarterly installments on the last day of each of our fiscal quarters over the term of the Amended Credit Agreement on the following repayment schedule: the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about October 31, 2022 through July 31, 2023 is $375,000; and the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about October 31, 2023 through April 30, 2027 is $675,000. The entire remaining principal balance of the term loan is required to be paid on August 4, 2027. We may 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). 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 line of credit at any time, subject to certain thresholds and conditions, without premium or penalty.

The loans under the Amended Credit Agreement are subject to certain mandatory prepayments, subject to various exceptions, from (a) net cash proceeds from certain dispositions of property, (b) net cash proceeds from certain issuances of equity, (c) net cash proceeds from certain issuances of additional debt and (d) net cash proceeds from certain extraordinary receipts.

Amounts repaid under the revolving credit facility may be reborrowed, subject to our continued compliance with the Amended Credit Agreement. No amount of the term loan that is repaid may be reborrowed.

The interest rates under the Amended Credit Agreement are as follows: the term loan and revolving credit loans bear interest at a rate per annum equal to, at our option, either (a) the BSBY Rate as defined in the Amended Credit Agreement (or, in the case of revolving credit loans denominated in a currency other than U.S. Dollars, the applicable quoted rate), plus a margin that varies within a range of 1.60% to 2.50% 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 BSBY Rate plus 1.00%, or (iv) 0.50%, plus a margin that varies within a range of 0.60% to 1.50% based on our consolidated leverage ratio. In addition to certain other fees and expenses that we are required to pay to the Lender, we are required to pay a commitment fee on the undrawn portion of the revolving credit facility that varies within a range of 0.15% and 0.35% based on our consolidated leverage ratio.

We must comply with various customary financial and non-financial covenants under the Amended Credit Agreement. The financial covenants under the Amended Credit Agreement consist of a maximum consolidated leverage ratio, a minimum consolidated fixed charge coverage ratio and a minimum consolidated asset coverage ratio. The primary non-financial covenants limit our and our subsidiaries’ ability to incur future indebtedness, to place liens on assets, to pay dividends or distributions on our or our subsidiaries’ capital stock, to repurchase or acquire our or our subsidiaries’ capital stock, to conduct mergers or acquisitions, to sell assets, to alter our or our subsidiaries’ capital structure, to make investments and loans, to change the nature of our or our subsidiaries’ business, and to prepay subordinated indebtedness, in each case subject to certain exceptions and thresholds as set forth in the Amended Credit Agreement, certain of which provisions were modified by the Second Amendment. As of October 28, 2023, we believe we are in compliance with all of the covenants in the Credit Agreement.

The Lender is entitled to accelerate repayment of the loans and to terminate its revolving credit commitment under the 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.

Our obligations under the 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 ApS, AstroNova GmbH and AstroNova SAS), 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.

27

Cash Flow

Our statements of cash flows for the nine months ended October 28, 2023 and October 29, 2022 are included in Item 1 of this Quarterly Report on Form 10-Q. Net cash provided by operating activities was $5.9 million for the first nine months of fiscal 2024 compared to cash used of $7.5 million for the same period of the previous year. The increase in net cash provided by operations for the first nine months of the current year is primarily due to an increase in cash provided by working capital. The combination of changes in accounts receivable, inventory, income taxes payable, accounts payable and accrued expenses decreased cash by $2.1 million for the first nine months of fiscal 2024, compared to a decrease of $14.7 million for the same period in fiscal 2023. Additionally, cash provided by operating activities for the nine months of fiscal 2024 was impacted by $2.0 million of non cash restructuring costs. The cash used for operating activities for the nine months of fiscal 2023 was partially offset by $3.1 million of cash received for the employee retention credit.

Our accounts receivable balance increased to $22.0 million at the end of the third quarter of fiscal 2024 compared to $21.6 million at year end. Days sales outstanding for the third quarter of the current year increased to 53 days, compared to 49 days at prior year end. Our inventory balance was $47.0 million at the end of the third quarter of fiscal 2024, a decrease compared to $51.3 million at year end. Inventory days on hand increased to 186 days at the end of the current quarter from 176 days at the prior year end. The decrease in our inventory balance is primarily due to the write down of inventory of $2.0 million related to the restructuring plan initiated in the second quarter.

Our cash position at October 28, 2023, was $4.8 million compared to $3.9 million at year end. The increase in cash during the current quarter was primarily a result of cash provided from the working capital accounts, as discussed above. Cash outflows during the quarter included principal payments on our long-term debt of $1.4 million and the guaranteed royalty obligation of $1.4 million, repayments on our revolving line of credit of $1.0 million and cash used for capital expenditures of $1.3 million.

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, 2023, 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, 2023.

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) the continuing impact of the COVID-19 pandemic on us, our customers, our suppliers and the global economy; (c) declining demand in the test and measurement markets, especially defense and aerospace; (d) our ability to develop and introduce new products and achieve market acceptance of these products; (e) our dependance on contract manufacturers and/or single or limited source suppliers; (f) competition in the specialty printer or data acquisition industries; (g) our ability to obtain adequate pricing for our products and control our cost structure; (h) our

28

ability to adequately enforce and protect our intellectual property, defend against assertions of infringement or loss of certain licenses; (i) the risk of incurring liabilities as a result of installed product failures due to design or manufacturing defects (j) the risk of a material security breach of our information technology system or cybersecurity attack impacting our business and our relationship with customers; (k) our ability to attract, develop and retain key employees and manage human capital resources; (l) 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; (m) changes in tax rates or exposure to additional income tax liabilities; (n) our ability to comply with our current credit agreement or secure alternative financing and to otherwise manage our indebtedness; (o) our ability to successfully integrate and realize the expected benefits from Astro Machine and other acquisitions and realize benefits from divestitures; (p) our ability to maintain adequate self-insurance accruals or insurance coverage for employee health care benefits; (q) our compliance with customer or regulators certifications and our compliance with certain governmental laws and regulations; (r) our ability to achieve and maintain effective internal controls and procedures over financial reporting; (s) the risk that we may not successfully execute or achieve the expected benefits of our restructuring plan for our Product Identification segment and (t) all other risks included under “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. 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 la w.

It em 3. Quantitative and Qualitative Disclosures About Market Risk

During the nine months ended October 28, 2023, there were no material changes to our market 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, 2023.

It em 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our senior leadership team, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Remediation of Material Weaknesses

As previously disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the year ended January 31, 2023, and our subsequent Quarterly Reports on Form 10-Q filed prior to this Quarterly Report on Form 10-Q, we identified material weaknesses in our internal control over financial reporting. Specifically, we did not maintain effective controls to properly identify and assess significant non-routine transactions.

During fiscal 2024, we implemented measures designed to improve internal control over financial reporting to remediate the control deficiencies for significant non-routine transactions that led to our material weakness. Among other things, we have supplemented our controls regarding the review of contracts and hired additional qualified accounting and financial reporting personnel with appropriate expertise to perform specific functions and responsibilities. Additionally, we have engaged a national accounting firm to provide additional depth and expertise to assist with the identification, recording, and reporting of complex US GAAP technical accounting matters.

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer have tested and evaluated the effectiveness of the procedures and controls related to our remediation of the control deficiencies for significant non-routine transactions. As a result, management has concluded that, as of October 28, 2023, we have remediated the previously reported material weaknesses and 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.

29

Changes in Internal Control over Financial Reporting

Except for the measures taken to remediate our identified material weakness noted above, 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 October 28, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportin g.

PA RT II. OTHER INFORMATION

It em 1. Legal Proceedings

There are no pending or threatened legal proceedings against us that we believe to be material to our financial position or results of operations.

Ite m 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, 2023, 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.

Other than below, there have been no material updates to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023.

We may not successfully execute or achieve the expected benefits of our restructuring plan for our Product Identification segment.

In July 2023, we announced a restructuring plan for our Product Identification segment to streamline the cost structure and enhance the operational efficiencies of the segment. These measures that we have taken and expect to take pursuant to the restructuring plan are subject to known and unknown risks and uncertainties, including whether we have targeted the appropriate areas for our cost-saving efforts and at the appropriate scale, and whether, if required in the future, we will be able to appropriately target any additional areas for our cost-saving efforts. As such, the actions we are taking under the restructuring plan and that we may decide to take in the future may not be successful in yielding our intended results. Implementation of the restructuring plan and any other cost-saving initiatives may be costly and disruptive to our business, the expected costs and charges may be greater than we have forecasted, and the estimated cost savings may be lower than we have forecasted. Additionally, certain aspects of the restructuring plan, such as severance costs in connection with reducing our headcount, could negatively impact our cash flows. In addition, our initiatives have resulted, and could in the future result in, personnel attrition beyond our planned reduction in headcount or reduced employee morale, which could in turn adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods, or our ability to attract highly skilled employees. See Note 17, “Restructuring,” in our condensed consolidated financial statements included elsewhere in this report for further details regarding the restructuring plan.

30

It em 2. Unregistered Sales of Equity Securities, Use of Proceeds , and Issuer Purchases of Equity Securities

During the third quarter of fiscal 2024, we made the following repurchases of our common stock:

|  | Total Number of Shares Repurchased |  |  | Weighted Average Price paid Per Share |  |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  |  | Maximum Number of Shares That May Be Purchased Under the Plans or Programs |
August 1—August 31 |  |  | — |  |  | $ | — |  |  |  | — |  |  |  | — |
September 1—September 30 |  |  | 235 |  | (a) | $ | 12.39 |  | (a) |  | — |  |  |  | — |
October 1— October 31 |  |  | — |  |  | $ | — |  |  |  | — |  |  |  | — |

(a) An executive of the Company delivered 235 shares of the Company’s common stock toward the satisfaction of taxes due with respect to vesting of restricted shares. The shares delivered were valued at an average market value of $12.39 per share and are included with treasury stock in the consolidated balance sheet. These transactions were not part of a publicly announced purchase plan or program.

31

I tem 6. Exhibits

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.
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.
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.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
101.SCH | Inline XBRL Taxonomy Extension Schema Document
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

32

SI GNATURES

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.

|  | ASTRONOVA, INC. (Registrant)
Date: December 6, 2023 |  | By | /s/ Gregory A. Woods
|  |  | Gregory A. Woods,
|  |  | President and Chief Executive Officer
|  |  | (Principal Executive Officer)
|  | By | /s/ David S. Smith
|  |  | David S. Smith,
|  |  | Vice President, Chief Financial Officer and Treasurer
|  |  | (Principal Accounting Officer and Principal Financial Officer)

33