false false false Q3 false 0000008146 false--01-31 2025 2024-12-31 2027-01-31 http://fasb.org/us-gaap/2024#OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax http://fasb.org/us-gaap/2024#CostOfRevenue 0000008146 alot:ProductRetrofitProgramMember 2023-04-30 2023-07-29 0000008146 alot:MtexNewSolutionsSAMember 2024-05-04 2024-05-04 0000008146 us-gaap:CorporateNonSegmentMember 2024-08-04 2024-11-02 0000008146 us-gaap:RestrictedStockUnitsRSUMember 2024-02-01 2024-11-02 0000008146 alot:MtexNewSolutionsSAMember 2024-05-06 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-31 0000008146 country:US 2024-02-01 2024-11-02 0000008146 us-gaap:CommonStockMember 2023-10-28 0000008146 alot:ProductRetrofitProgramMember 2024-02-01 2024-11-02 0000008146 alot:TwoThousandAndTwentyTwoEmployeeStockPurchasePlanMember 2024-11-02 0000008146 us-gaap:AdditionalPaidInCapitalMember 2024-04-28 2024-08-03 0000008146 alot:ThirdAmendmentCreditAgreementMember alot:TermATwoLoanMember alot:BankOfAmericaMember 2024-11-02 2024-11-02 0000008146 us-gaap:TreasuryStockCommonMember 2024-02-01 2024-04-27 0000008146 alot:MtexNewSolutionsSAMember alot:FiscalYearTwoThousandTwentyFiveMember 2024-05-06 0000008146 us-gaap:RetainedEarningsMember 2024-08-03 0000008146 alot:AerospaceCustomerMember 2024-02-01 2024-11-02 0000008146 alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2024-01-31 0000008146 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2024-01-31 0000008146 us-gaap:CommonStockMember 2024-11-02 0000008146 us-gaap:OperatingSegmentsMember 2023-02-01 2023-10-28 0000008146 us-gaap:OperatingSegmentsMember 2024-08-04 2024-11-02 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember alot:MtexNewSolutionsSAMember 2024-08-04 2024-11-02 0000008146 2023-02-01 2023-04-29 0000008146 alot:MTEXTermLoanMember alot:CaixaCentralDeCreditoAgricolaMutuoMember 2024-11-02 2024-11-02 0000008146 alot:MtexNewSolutionsSAMember 2024-02-01 2024-11-02 0000008146 alot:MtexNewSolutionsSAMember 2024-05-06 2024-05-06 0000008146 us-gaap:RestrictedStockMember alot:TwoThousandFifteenEquityIncentivePlanMember 2024-11-02 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember us-gaap:CustomerContractsMember 2024-11-02 0000008146 2024-04-28 2024-08-03 0000008146 us-gaap:EmployeeSeveranceMember 2023-10-28 0000008146 alot:RevisedEstimateMember alot:MtexNewSolutionsSAMember 2024-05-06 2024-05-06 0000008146 2023-07-30 2023-10-28 0000008146 us-gaap:CommonStockMember 2023-02-01 2023-04-29 0000008146 us-gaap:AccumulatedTranslationAdjustmentMember 2024-02-01 2024-11-02 0000008146 us-gaap:RetainedEarningsMember 2023-01-31 0000008146 alot:MtexNewSolutionsSAMember 2024-08-04 2024-11-02 0000008146 us-gaap:RevolvingCreditFacilityMember alot:ThirdAmendmentCreditAgreementMember srt:ScenarioForecastMember alot:BankOfAmericaMember 2025-01-31 0000008146 country:US 2023-02-01 2023-10-28 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember alot:RoyaltyPaymentsDueYearFourMember 2024-11-02 0000008146 alot:AerospaceCustomerMember 2024-01-31 0000008146 alot:HardwareProductsMember 2023-02-01 2023-10-28 0000008146 us-gaap:RetainedEarningsMember 2023-04-29 0000008146 alot:FacilityExitAndOtherRestructuringCostsMember 2023-02-01 2023-10-28 0000008146 alot:TermATwoLoanMember srt:ScenarioForecastMember alot:BankOfAmericaMember 2024-11-03 2027-04-30 0000008146 alot:MtexNewSolutionsSAMember alot:FiscalYearTwoThousandTwentySixMember 2024-05-06 0000008146 us-gaap:PerformanceSharesMember alot:TwoThousandEighteenEquityIncentivePlanMember 2024-11-02 0000008146 us-gaap:CommonStockMember 2023-04-30 2023-07-29 0000008146 us-gaap:RetainedEarningsMember 2024-02-01 2024-04-27 0000008146 alot:MTEXGovernmentGrantsTermLoanMember 2024-02-01 2024-11-02 0000008146 us-gaap:EmployeeSeveranceMember 2023-02-01 2023-10-28 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2024-01-31 0000008146 country:CA 2024-02-01 2024-11-02 0000008146 alot:InventoryWriteOffMember 2023-02-01 2023-10-28 0000008146 alot:MtexEuroTermLoanDueDecemberTwentyOneTwothousandAndThirtyThreeMember 2024-11-02 0000008146 us-gaap:TreasuryStockCommonMember 2023-01-31 0000008146 us-gaap:AdditionalPaidInCapitalMember 2024-01-31 0000008146 srt:AsiaMember 2023-07-30 2023-10-28 0000008146 alot:ServiceAndOtherMember 2024-02-01 2024-11-02 0000008146 us-gaap:MeasurementInputDiscountRateMember 2024-11-02 0000008146 us-gaap:OtherExpenseMember us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2023-02-01 2023-10-28 0000008146 us-gaap:RestrictedStockUnitsRSUMember alot:TwoThousandEighteenEquityIncentivePlanMember 2024-11-02 0000008146 srt:EuropeMember 2024-08-04 2024-11-02 0000008146 alot:PreliminaryEstimateMember alot:MtexNewSolutionsSAMember 2024-05-06 2024-05-06 0000008146 us-gaap:CommonStockMember 2024-02-01 2024-04-27 0000008146 us-gaap:AdditionalPaidInCapitalMember 2024-08-04 2024-11-02 0000008146 country:CA 2023-02-01 2023-10-28 0000008146 country:US 2024-08-04 2024-11-02 0000008146 us-gaap:CorporateNonSegmentMember 2023-07-30 2023-10-28 0000008146 alot:CentralAndSouthAmericaMember 2023-07-30 2023-10-28 0000008146 alot:MtexNewSolutionsSAMember alot:MeasurementPeriodAdjustmentMember 2024-05-06 2024-05-06 0000008146 us-gaap:CommonStockMember 2024-08-04 2024-11-02 0000008146 us-gaap:PublicUtilitiesInventorySuppliesMember 2024-08-04 2024-11-02 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2024-08-04 2024-11-02 0000008146 us-gaap:RevolvingCreditFacilityMember alot:ThirdAmendmentCreditAgreementMember srt:ScenarioForecastMember alot:BankOfAmericaMember 2025-02-01 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-02-01 2024-04-27 0000008146 alot:MTEXTermLoanMember alot:CaixaCentralDeCreditoAgricolaMutuoMember 2024-11-02 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-08-03 0000008146 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember 2024-02-01 2024-11-02 0000008146 us-gaap:TreasuryStockCommonMember 2023-07-29 0000008146 srt:EuropeMember 2024-02-01 2024-11-02 0000008146 us-gaap:RetainedEarningsMember 2023-02-01 2023-04-29 0000008146 alot:EquipmentLoanDueJanuaryTwentyThirdTwoThousandTwentyNineMember 2024-02-01 2024-11-02 0000008146 us-gaap:ResearchAndDevelopmentExpenseMember 2023-02-01 2023-10-28 0000008146 alot:TwoThousandEighteenEquityIncentivePlanMember srt:MinimumMember 2023-06-06 0000008146 alot:ProductIdentificationMember 2023-07-30 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember 2024-02-01 2024-11-02 0000008146 alot:ProductRetrofitProgramMember 2024-11-02 0000008146 us-gaap:RetainedEarningsMember 2024-04-28 2024-08-03 0000008146 us-gaap:RetainedEarningsMember 2023-04-30 2023-07-29 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember us-gaap:TrademarksMember 2024-01-31 0000008146 alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2023-02-01 2024-01-31 0000008146 alot:AerospaceCustomerMember 2023-02-01 2024-01-31 0000008146 srt:EuropeMember 2023-07-30 2023-10-28 0000008146 alot:RestrictedStockAwardPreferredStockUnitAndRestrictedStockUnitMember 2024-01-31 0000008146 alot:TermATwoLoanMember 2024-05-06 2024-05-06 0000008146 alot:BankOfAmericaMember alot:AdditionalTermLoanAvailedMember 2024-05-06 0000008146 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2024-01-31 0000008146 srt:AsiaMember 2024-08-04 2024-11-02 0000008146 us-gaap:OperatingSegmentsMember alot:TestAndMeasurementMember 2024-02-01 2024-11-02 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-04-29 0000008146 alot:MtexNewSolutionsSAMember us-gaap:CustomerContractsMember 2024-11-02 0000008146 us-gaap:CustomerRelationshipsMember 2024-08-04 2024-11-02 0000008146 2023-02-01 2024-01-31 0000008146 alot:TwoThousandEighteenEquityIncentivePlanMember srt:MaximumMember 2023-06-06 0000008146 alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2024-11-02 0000008146 2023-04-29 0000008146 2024-11-02 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-31 0000008146 alot:MTEXEuroGovernmentGrantTermLoanDueDecemberTwoThousandAndTwentyFourThroughJanuaryTwoThousandAndTwentySevenMember srt:MinimumMember 2024-02-01 2024-11-02 0000008146 alot:HardwareProductsMember 2024-08-04 2024-11-02 0000008146 alot:BancOfAmericaLeasingCapitalLlcMember alot:EquipmentLoanAgreementMember 2024-01-01 2024-01-31 0000008146 alot:RuggedInformationTechnologyEquipmentCorporationMember us-gaap:CustomerContractsMember 2024-11-02 0000008146 srt:EuropeMember 2023-02-01 2023-10-28 0000008146 alot:TestAndMeasurementMember 2024-08-04 2024-11-02 0000008146 2024-02-01 2024-04-27 0000008146 alot:ServiceAndOtherMember 2023-07-30 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2024-08-04 2024-11-02 0000008146 alot:PriorEmployeeStockPurchasePlanMember 2024-02-01 2024-11-02 0000008146 alot:TwoThousandEighteenEquityIncentivePlanMember 2023-06-06 0000008146 us-gaap:AdditionalPaidInCapitalMember 2024-11-02 0000008146 us-gaap:PublicUtilitiesInventorySuppliesMember 2023-02-01 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2024-08-03 0000008146 alot:ProductIdentificationMember 2024-02-01 2024-11-02 0000008146 2023-02-01 2023-10-28 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2018-01-31 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-04-30 2023-07-29 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember 2023-07-30 2023-10-28 0000008146 us-gaap:RetainedEarningsMember 2023-07-29 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BeforeAmendmentToTheCreditAgreementMember alot:BankOfAmericaMember 2024-05-06 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember us-gaap:CustomerContractsMember 2024-01-31 0000008146 us-gaap:RetainedEarningsMember 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember us-gaap:SecuredOvernightFinancingRateSofrMember 2024-02-01 2024-11-02 0000008146 2024-08-03 0000008146 srt:AsiaMember 2023-02-01 2023-10-28 0000008146 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2024-01-31 0000008146 alot:MTEXTermLoanMember alot:CaixaCentralDeCreditoAgricolaMutuoMember 2024-05-06 2024-05-06 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember alot:RoyaltyPaymentsDueYearThreeMember 2024-11-02 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember us-gaap:CustomerContractsMember 2024-01-31 0000008146 alot:TestAndMeasurementMember 2023-07-30 2023-10-28 0000008146 us-gaap:OtherExpenseMember us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2024-08-04 2024-11-02 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember alot:RoyaltyPaymentsDueRemainderOfFiscalYearMember 2024-11-02 0000008146 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2024-11-02 0000008146 us-gaap:CommonStockMember 2023-01-31 0000008146 alot:ProductIdentificationMember 2024-08-04 2024-11-02 0000008146 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember us-gaap:SecuredOvernightFinancingRateSofrMember 2024-02-01 2024-11-02 0000008146 us-gaap:OperatingSegmentsMember alot:TestAndMeasurementMember 2024-08-04 2024-11-02 0000008146 2024-12-06 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-04-28 2024-08-03 0000008146 us-gaap:CorporateNonSegmentMember 2023-02-01 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2023-10-28 0000008146 alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2024-02-01 2024-11-02 0000008146 us-gaap:AdditionalPaidInCapitalMember 2024-08-03 0000008146 us-gaap:CommonStockMember 2024-08-03 0000008146 alot:RestrictedStockAwardPreferredStockUnitAndRestrictedStockUnitMember 2024-02-01 2024-11-02 0000008146 alot:MTEXTermLoanMember 2024-11-02 0000008146 alot:MTEXTermLoanMember alot:CaixaCentralDeCreditoAgricolaMutuoMember 2024-05-06 0000008146 alot:HardwareProductsMember 2024-02-01 2024-11-02 0000008146 alot:OthersCountriesMember 2024-02-01 2024-11-02 0000008146 us-gaap:SoftwareDevelopmentMember alot:MtexNewSolutionsSAMember 2024-11-02 0000008146 2023-07-29 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2024-11-02 0000008146 us-gaap:RestrictedStockUnitsRSUMember 2024-11-02 0000008146 us-gaap:RetainedEarningsMember 2024-04-27 0000008146 us-gaap:AdditionalPaidInCapitalMember 2024-04-27 0000008146 us-gaap:RetainedEarningsMember 2024-11-02 0000008146 us-gaap:CommonStockMember 2024-04-28 2024-08-03 0000008146 alot:ProductIdentificationMember us-gaap:OperatingSegmentsMember 2023-07-30 2023-10-28 0000008146 alot:AerospaceCustomerMember 2022-12-31 0000008146 alot:OthersCountriesMember 2024-08-04 2024-11-02 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2018-01-31 2018-01-31 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember alot:RoyaltyPaymentsDueYearTwoMember 2024-11-02 0000008146 2023-10-28 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember us-gaap:TrademarksMember 2024-11-02 0000008146 alot:TwoThousandEighteenEquityIncentivePlanMember 2024-11-02 0000008146 alot:AgreementWithAstroMachineForAssetAcquisitionsMember us-gaap:CustomerContractsMember 2024-11-02 0000008146 us-gaap:MeasurementInputDiscountRateMember 2024-05-06 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-02-01 2023-04-29 0000008146 us-gaap:TreasuryStockCommonMember 2024-11-02 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-11-02 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-08-04 2024-11-02 0000008146 us-gaap:CommonStockMember 2024-04-27 0000008146 alot:MTEXEuroGovernmentGrantTermLoanDueDecemberTwoThousandAndTwentyFourThroughJanuaryTwoThousandAndTwentySevenMember 2024-02-01 2024-11-02 0000008146 alot:FiscalYearTwoThousandTwentySevenMember alot:MtexNewSolutionsSAMember 2024-05-06 0000008146 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2024-11-02 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-30 2023-10-28 0000008146 srt:AsiaMember 2024-02-01 2024-11-02 0000008146 2023-01-31 0000008146 alot:BancOfAmericaLeasingCapitalLlcMember alot:EquipmentLoanAgreementMember 2024-01-31 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2023-02-01 2024-01-31 0000008146 alot:MTEXGovernmentGrantsTermLoanMember 2024-11-02 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-07-30 2023-10-28 0000008146 us-gaap:OperatingSegmentsMember alot:TestAndMeasurementMember 2023-02-01 2023-10-28 0000008146 2024-02-01 2024-11-02 0000008146 alot:MtexNewSolutionsSAMember srt:MaximumMember 2024-05-06 0000008146 us-gaap:OperatingSegmentsMember alot:ProductIdentificationMember 2024-08-04 2024-11-02 0000008146 us-gaap:OperatingSegmentsMember alot:ProductIdentificationMember 2023-02-01 2023-10-28 0000008146 2024-01-31 0000008146 srt:ScenarioForecastMember alot:BankOfAmericaMember alot:TermLoanMember 2024-11-03 2027-04-30 0000008146 currency:EUR alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2024-11-02 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2023-07-30 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2023-02-01 2023-04-29 0000008146 alot:ProductIdentificationSegmentRestructuringPlanMember 2023-04-30 2023-07-29 0000008146 alot:MtexNewSolutionsSAMember 2024-11-02 0000008146 alot:ProductIdentificationMember 2023-02-01 2023-10-28 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember 2023-02-01 2023-10-28 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-01-31 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-07-29 0000008146 alot:HardwareProductsMember 2023-07-30 2023-10-28 0000008146 alot:MeasurementInputRoyaltyRateMember 2024-05-06 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-04-30 2023-07-29 0000008146 currency:EUR alot:TermLoanDueAugustFourthTwoThousandAndTwentySevenMember 2024-02-01 2024-11-02 0000008146 alot:CentralAndSouthAmericaMember 2023-02-01 2023-10-28 0000008146 alot:MtexNewSolutionsSAMember alot:MeasurementPeriodAdjustmentMember 2024-05-06 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-04-29 0000008146 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:NetInvestmentHedgingMember alot:EuroDenominatedDebtMember 2024-02-01 2024-11-02 0000008146 alot:RangeFourMember 2024-11-02 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2023-02-01 2023-10-28 0000008146 us-gaap:OperatingSegmentsMember alot:TestAndMeasurementMember 2023-07-30 2023-10-28 0000008146 us-gaap:EmployeeStockOptionMember 2024-11-02 0000008146 us-gaap:RetainedEarningsMember 2024-08-04 2024-11-02 0000008146 alot:TestAndMeasurementMember 2023-02-01 2023-10-28 0000008146 us-gaap:CommonStockMember 2023-07-29 0000008146 us-gaap:EmployeeSeveranceMember 2023-07-30 2023-10-28 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember alot:RoyaltyPaymentsDueInNextTwelveMonthsMember 2024-11-02 0000008146 us-gaap:AccumulatedTranslationAdjustmentMember 2024-01-31 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember 2024-02-01 2024-11-02 0000008146 us-gaap:CostOfSalesMember 2023-02-01 2023-10-28 0000008146 alot:ServiceAndOtherMember 2024-08-04 2024-11-02 0000008146 2024-04-27 0000008146 alot:MtexNewSolutionsSAMember srt:MaximumMember 2024-05-06 2024-05-06 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-04-27 0000008146 us-gaap:RevolvingCreditFacilityMember us-gaap:FederalFundsEffectiveSwapRateMember 2024-02-01 2024-11-02 0000008146 alot:RangeFiveMember 2024-11-02 0000008146 alot:TermLoanMember 2024-05-06 2024-05-06 0000008146 us-gaap:TreasuryStockCommonMember 2023-07-30 2023-10-28 0000008146 alot:ServiceAndOtherMember 2023-02-01 2023-10-28 0000008146 us-gaap:TreasuryStockCommonMember 2024-04-27 0000008146 us-gaap:OperatingSegmentsMember 2024-02-01 2024-11-02 0000008146 us-gaap:ComputerSoftwareIntangibleAssetMember 2024-08-04 2024-11-02 0000008146 alot:MTEXEuroGovernmentGrantTermLoanDueDecemberTwoThousandAndTwentyFourThroughJanuaryTwoThousandAndTwentySevenMember srt:MaximumMember 2024-02-01 2024-11-02 0000008146 country:CA 2023-07-30 2023-10-28 0000008146 alot:CentralAndSouthAmericaMember 2024-08-04 2024-11-02 0000008146 alot:TrojanlabelApSMember alot:DistributorRelationsMember 2024-01-31 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-29 0000008146 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember us-gaap:EurodollarMember 2024-02-01 2024-11-02 0000008146 alot:OthersCountriesMember 2023-07-30 2023-10-28 0000008146 us-gaap:GeneralAndAdministrativeExpenseMember 2024-08-04 2024-11-02 0000008146 us-gaap:AdditionalPaidInCapitalMember 2023-10-28 0000008146 us-gaap:PublicUtilitiesInventorySuppliesMember 2023-07-30 2023-10-28 0000008146 alot:RestrictedStockAwardMember 2024-02-01 2024-11-02 0000008146 us-gaap:OtherExpenseMember us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2023-07-30 2023-10-28 0000008146 alot:OthersCountriesMember 2023-02-01 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember 2024-02-01 2024-11-02 0000008146 us-gaap:AccumulatedTranslationAdjustmentMember 2024-11-02 0000008146 us-gaap:CommonStockMember 2024-01-31 0000008146 alot:RangeFiveMember 2024-02-01 2024-11-02 0000008146 us-gaap:EmployeeSeveranceMember 2023-04-30 2023-07-29 0000008146 alot:MTEXEuroGovernmentGrantTermLoanDueDecemberTwoThousandAndTwentyFourThroughJanuaryTwoThousandAndTwentySevenMember 2024-11-02 0000008146 alot:EmployeeStockPurchasePlanMember 2024-02-01 2024-11-02 0000008146 us-gaap:RevolvingCreditFacilityMember us-gaap:SecuredOvernightFinancingRateSofrMember srt:MaximumMember 2024-02-01 2024-11-02 0000008146 alot:RangeFourMember 2024-02-01 2024-11-02 0000008146 alot:RestrictedStockAwardPreferredStockUnitAndRestrictedStockUnitMember 2024-11-02 0000008146 alot:CentralAndSouthAmericaMember 2024-02-01 2024-11-02 0000008146 us-gaap:TreasuryStockCommonMember 2024-01-31 0000008146 alot:AerospaceCustomerMember 2024-11-02 0000008146 us-gaap:TrademarksAndTradeNamesMember 2024-08-04 2024-11-02 0000008146 alot:ProductIdentificationMember us-gaap:OperatingSegmentsMember 2024-02-01 2024-11-02 0000008146 us-gaap:TreasuryStockCommonMember 2023-04-29 0000008146 alot:EquipmentLoanDueJanuaryTwentyThirdTwoThousandTwentyNineMember 2024-11-02 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2024-02-01 2024-11-02 0000008146 alot:TermLoanMember 2024-11-02 0000008146 us-gaap:CorporateNonSegmentMember 2024-02-01 2024-11-02 0000008146 us-gaap:RetainedEarningsMember 2023-07-30 2023-10-28 0000008146 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2024-11-02 0000008146 us-gaap:SellingAndMarketingExpenseMember 2023-02-01 2023-10-28 0000008146 country:CA 2024-08-04 2024-11-02 0000008146 alot:RestrictedStockAwardMember 2024-06-11 2024-06-11 0000008146 us-gaap:RetainedEarningsMember 2024-01-31 0000008146 us-gaap:TrademarksMember alot:MtexNewSolutionsSAMember 2024-11-02 0000008146 us-gaap:CommonStockMember 2023-04-29 0000008146 alot:NewHoneywellAssetPurchaseAndLicenseAgreementMember 2024-02-01 2024-11-02 0000008146 2024-08-04 2024-11-02 0000008146 us-gaap:PublicUtilitiesInventorySuppliesMember 2024-02-01 2024-11-02 0000008146 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember us-gaap:EurodollarMember 2024-02-01 2024-11-02 0000008146 us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2024-11-02 0000008146 alot:EquipmentLoanDueJanuaryTwentyThirdTwoThousandTwentyNineMember 2024-01-31 0000008146 us-gaap:CommonStockMember 2023-07-30 2023-10-28 0000008146 us-gaap:RevolvingCreditFacilityMember alot:ThirdAmendmentCreditAgreementMember alot:BankOfAmericaMember 2024-05-06 2024-05-06 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-10-28 0000008146 alot:RevisedEstimateMember alot:MtexNewSolutionsSAMember 2024-05-06 0000008146 us-gaap:AdditionalPaidInCapitalMember 2024-02-01 2024-04-27 0000008146 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-02-01 2023-04-29 0000008146 us-gaap:OtherExpenseMember us-gaap:RevolvingCreditFacilityMember alot:BankOfAmericaMember 2024-02-01 2024-11-02 0000008146 alot:HoneywellAssetPurchaseAndLicenseAgreementMember 2024-02-01 2024-11-02 0000008146 2023-04-30 2023-07-29 0000008146 alot:RuggedInformationTechnologyEquipmentCorporationMember us-gaap:CustomerContractsMember 2024-01-31 0000008146 alot:MtexEuroTermLoanDueDecemberTwentyOneTwothousandAndThirtyThreeMember 2024-02-01 2024-11-02 0000008146 country:US 2023-07-30 2023-10-28 0000008146 alot:TwoThousandSevenEquityIncentivePlanMember 2024-11-02 0000008146 alot:PreliminaryEstimateMember alot:MtexNewSolutionsSAMember 2024-05-06 0000008146 alot:TestAndMeasurementMember 2024-02-01 2024-11-02 0000008146 us-gaap:OperatingSegmentsMember 2023-07-30 2023-10-28 0000008146 2024-11-02 2024-11-02 0000008146 alot:TrojanlabelApSMember alot:DistributorRelationsMember 2024-11-02 0000008146 alot:BeforeAmendmentToTheCreditAgreementMember alot:BankOfAmericaMember 2024-05-06 iso4217:EUR iso4217:USD xbrli:shares xbrli:pure 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 November 2, 2024

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 6, 2024 was 7,528,838.

ASTRONOVA, INC.

INDEX

|  |  | Page No.
Part I. |  | Financial Information |
| Item 1. | Financial Statements |
|  | Unaudited Condensed Consolidated Balance Sheets – November 2, 2024 and January 31, 2024 | 1
|  | Unaudited Condensed Consolidated Statements of Income – Three and Nine Months Ended November 2, 2024 and October 28, 2023 | 2
|  | Unaudited Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended November 2, 2024 and October 28, 2023 | 3
|  | Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity – Three and Nine Months Ended November 2, 2024 and October 28, 2023 | 4
|  | Unaudited Condensed Consolidated Statements of Cash Flows – Nine Months Ended November 2, 2024 and October 28, 2023 | 5
|  | Notes to the Condensed Consolidated Financial Statements (unaudited) | 6
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 32
| Item 4. | Controls and Procedures | 32
| Part II. | Other Information | 33
| Item 1. | Legal Proceedings | 33
| Item 1A. | Risk Factors | 33
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34
| Item 6. | Exhibits | 35
|  | Signatures | 36

Pa rt I. FINANCIAL INFORMATION

It em 1. Financial Statements

ASTRONOVA, INC.

CONDENSED CONSOL IDATED BALANCE SHEETS

(In Thousands, Except Share Data)

|  | November 2, 2024 |  |  | January 31, 2024 |
|  | (Unaudited) |  |  |  |
ASSETS |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |
Cash and Cash Equivalents |  | $ | 4,432 |  |  | $ | 4,527 |
Accounts Receivable, net |  |  | 25,156 |  |  |  | 23,056 |
Inventories, net |  |  | 48,560 |  |  |  | 46,371 |
Prepaid Expenses and Other Current Assets |  |  | 5,239 |  |  |  | 2,720 |
Total Current Assets |  |  | 83,387 |  |  |  | 76,674 |
Property, Plant and Equipment, net |  |  | 18,366 |  |  |  | 14,185 |
Identifiable Intangibles, net |  |  | 24,514 |  |  |  | 18,836 |
Goodwill |  |  | 25,337 |  |  |  | 14,633 |
Deferred Tax Assets, net |  |  | 11,187 |  |  |  | 6,882 |
Right of Use Asset |  |  | 1,946 |  |  |  | 603 |
Other Assets |  |  | 1,725 |  |  |  | 1,438 |
TOTAL ASSETS |  | $ | 166,462 |  |  | $ | 133,251 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |
Accounts Payable |  | $ | 7,933 |  |  | $ | 8,068 |
Accrued Compensation |  |  | 3,304 |  |  |  | 2,923 |
Other Accrued Expenses |  |  | 3,676 |  |  |  | 2,706 |
Revolving Line of Credit |  |  | 20,215 |  |  |  | 8,900 |
Current Portion of Long-Term Debt |  |  | 6,328 |  |  |  | 2,842 |
Short-Term Debt |  |  | 1,334 |  |  |  | — |
Current Liability—Royalty Obligation |  |  | 1,450 |  |  |  | 1,700 |
Current Liability—Excess Royalty Payment Due |  |  | 864 |  |  |  | 935 |
Income Taxes Payable |  |  | — |  |  |  | 349 |
Deferred Revenue |  |  | 378 |  |  |  | 1,338 |
Total Current Liabilities |  |  | 45,482 |  |  |  | 29,761 |
NON-CURRENT LIABILITIES |  |  |  |  |  |
Long-Term Debt, net of current portion |  |  | 21,072 |  |  |  | 10,050 |
Royalty Obligation, net of current portion |  |  | 1,511 |  |  |  | 2,093 |
Lease Liabilities, net of current portion |  |  | 1,681 |  |  |  | 415 |
Grant Deferred Revenue |  |  | 1,412 |  |  |  | — |
Income Taxes Payable |  |  | 551 |  |  |  | 551 |
Deferred Tax Liabilities |  |  | 2,580 |  |  |  | 99 |
TOTAL LIABILITIES |  |  | 74,289 |  |  |  | 42,969 |
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 10,921,780 and 10,812,137 shares at November 2, 2024 and January 31, 2024, respectively |  |  | 546 |  |  |  | 541 |
Additional Paid-in Capital |  |  | 63,949 |  |  |  | 62,684 |
Retained Earnings |  |  | 64,979 |  |  |  | 63,869 |
Treasury Stock, at Cost, 3,393,442 and 3,368,763 shares at November 2, 2024 and January 31, 2024, respectively |  |  | (35,025 | ) |  |  | (34,593 | )
Accumulated Other Comprehensive Loss, net of tax |  |  | (2,276 | ) |  |  | (2,219 | )
TOTAL SHAREHOLDERS’ EQUITY |  |  | 92,173 |  |  |  | 90,282 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |  | $ | 166,462 |  |  | $ | 133,251 |

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 |
|  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |
Revenue |  | $ | 40,422 |  |  | $ | 37,549 |  |  | $ | 113,922 |  |  | $ | 108,493 |
Cost of Revenue |  |  | 26,708 |  |  |  | 22,770 |  |  |  | 73,909 |  |  |  | 71,618 |
Gross Profit |  |  | 13,714 |  |  |  | 14,779 |  |  |  | 40,013 |  |  |  | 36,875 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |
Selling and Marketing |  |  | 6,752 |  |  |  | 5,744 |  |  |  | 19,140 |  |  |  | 18,451 |
Research and Development |  |  | 1,843 |  |  |  | 1,683 |  |  |  | 4,859 |  |  |  | 5,028 |
General and Administrative |  |  | 3,855 |  |  |  | 2,734 |  |  |  | 12,343 |  |  |  | 8,514 |
Operating Expenses |  |  | 12,450 |  |  |  | 10,161 |  |  |  | 36,342 |  |  |  | 31,993 |
Operating Income |  |  | 1,264 |  |  |  | 4,618 |  |  |  | 3,671 |  |  |  | 4,882 |
Interest Expense |  |  | 944 |  |  |  | 630 |  |  |  | 2,363 |  |  |  | 1,919 |
Other (Income)/Expense, net |  |  | 46 |  |  |  | 287 |  |  |  | 337 |  |  |  | 242 |
Income Before Income Taxes |  |  | 274 |  |  |  | 3,701 |  |  |  | 971 |  |  |  | 2,721 |
Income Tax Provision (Benefit) |  |  | 34 |  |  |  | 949 |  |  |  | (139 | ) |  |  | 738 |
Net Income |  | $ | 240 |  |  | $ | 2,752 |  |  | $ | 1,110 |  |  | $ | 1,983 |
Net Income per Common Share—Basic |  | $ | 0.03 |  |  | $ | 0.37 |  |  | $ | 0.15 |  |  | $ | 0.27 |
Net Income per Common Share—Diluted |  | $ | 0.03 |  |  | $ | 0.37 |  |  | $ | 0.15 |  |  | $ | 0.27 |
Weighted Average Number of Common Shares Outstanding: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 7,524 |  |  |  | 7,428 |  |  |  | 7,501 |  |  |  | 7,407 |
Diluted |  |  | 7,580 |  |  |  | 7,485 |  |  |  | 7,605 |  |  |  | 7,477 |

See Notes to condensed consolidated financial statements (unaudited).

2

ASTRONOVA, INC.

CONDENSED CONSOLIDATED STATEMEN TS OF COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

|  | Three Months Ended |  |  | Nine Months Ended |
|  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |
Net Income |  | $ | 240 |  |  | $ | 2,752 |  |  | $ | 1,110 |  |  | $ | 1,983 |
Other Comprehensive Income, net of taxes: |  |  |  |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustments |  |  | (203 | ) |  |  | (598 | ) |  |  | (57 | ) |  |  | (324 | )
Other Comprehensive Income (Loss) |  |  | (203 | ) |  |  | (598 | ) |  |  | (57 | ) |  |  | (324 | )
Comprehensive Income |  | $ | 37 |  |  | $ | 2,154 |  |  | $ | 1,053 |  |  | $ | 1,659 |

See Notes to condensed consolidated financial statements (unaudited).

3

ASTRONOVA, INC.

CONSOLIDATED STATEMENTS OF CHANG ES IN SHAREHOLDERS’ EQUITY

($ In Thousands, Except 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, 2024 |  |  | 10,812,137 |  |  | $ | 541 |  |  | $ | 62,684 |  |  | $ | 63,869 |  |  | $ | (34,593 | ) |  | $ | (2,219 | ) |  | $ | 90,282 |
Share-Based Compensation |  |  | — |  |  |  | — |  |  |  | 325 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 325 |
Employee Option Exercises |  |  | 5,055 |  |  |  | — |  |  |  | 48 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 48 |
Restricted Stock Awards Vested |  |  | 78,077 |  |  |  | 4 |  |  |  | (4 | ) |  |  | — |  |  |  | (432 | ) |  |  | — |  |  |  | (432 | )
Net Income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,181 |  |  |  | — |  |  |  | — |  |  |  | 1,181 |
Foreign Currency Translation Adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (197 | ) |  |  | (197 | )
Balance April 27, 2024 |  |  | 10,895,269 |  |  | $ | 545 |  |  | $ | 63,053 |  |  | $ | 65,050 |  |  | $ | (35,025 | ) |  | $ | (2,416 | ) |  | $ | 91,207 |
Share-Based Compensation |  |  | — |  |  |  | — |  |  |  | 481 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 481 |
Employee Option Exercises |  |  | 14,433 |  |  |  | 1 |  |  |  | 29 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 30 |
Restricted Stock Awards Vested |  |  | 4,312 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net Loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (311 | ) |  |  | — |  |  |  | — |  |  |  | (311 | )
Foreign Currency Translation Adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 343 |  |  |  | 343 |
Balance August 3, 2024 |  |  | 10,914,014 |  |  | $ | 546 |  |  | $ | 63,563 |  |  | $ | 64,739 |  |  | $ | (35,025 | ) |  | $ | (2,073 | ) |  | $ | 91,750 |
Share-Based Compensation |  |  | — |  |  |  | — |  |  |  | 353 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 353 |
Employee Option Exercises |  |  | 2,846 |  |  |  |  |  |  | 33 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 33 |
Restricted Stock Awards Vested |  |  | 4,920 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net Income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 240 |  |  |  | — |  |  |  | — |  |  |  | 240 |
Foreign Currency Translation Adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (203 | ) |  |  | (203 | )
Balance November 2, 2024 |  |  | 10,921,780 |  |  | $ | 546 |  |  | $ | 63,949 |  |  | $ | 64,979 |  |  | $ | (35,025 | ) |  | $ | (2,276 | ) |  | $ | 92,173 |
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 |
Foreign Currency Translation Adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 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 | )
Foreign Currency Translation Adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 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 |
Foreign Currency Translation Adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (598 | ) |  |  | (598 | )
Balance October 28, 2023 |  |  | 10,801,253 |  |  | $ | 540 |  |  | $ | 62,340 |  |  | $ | 61,158 |  |  | $ | (34,588 | ) |  | $ | (2,562 | ) |  | $ | 86,888 |

See Notes to condensed consolidated financial statements (unaudited).

4

ASTRONOVA, INC.

CONDENSED CONS OLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

|  | Nine Months Ended |
|  | November 2, 2024 |  |  | October 28, 2023 |
Cash Flows from Operating Activities: |  |  |  |  |  |
Net Income |  | $ | 1,110 |  |  | $ | 1,983 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: |  |  |  |  |  |
Depreciation and Amortization |  |  | 3,514 |  |  |  | 3,158 |
Amortization of Debt Issuance Costs |  |  | 22 |  |  |  | 17 |
Share-Based Compensation |  |  | 1,159 |  |  |  | 1,065 |
Restructuring - non-cash |  |  | — |  |  |  | 2,040 |
Changes in Assets and Liabilities, net of impact of acquisition: |  |  |  |  |  |
Accounts Receivable |  |  | 1,619 |  |  |  | (563 | )
Inventories |  |  | 1,380 |  |  |  | 2,111 |
Income Taxes |  |  | (1,534 | ) |  |  | (531 | )
Accounts Payable and Accrued Expenses |  |  | (2,371 | ) |  |  | (2,036 | )
Deferred Revenue |  |  | (1,080 | ) |  |  | (1,121 | )
Other |  |  | (1,495 | ) |  |  | (221 | )
Net Cash Provided by Operating Activities |  |  | 2,324 |  |  |  | 5,902 |
Cash Flows from Investing Activities: |  |  |  |  |  |
Purchases of Property, Plant and Equipment |  |  | (1,086 | ) |  |  | (1,279 | )
Cash Paid for MTEX Acquisition, net of cash acquired |  |  | (19,109 | ) |  |  | — |
Net Cash Used for Investing Activities |  |  | (20,195 | ) |  |  | (1,279 | )
Cash Flows from Financing Activities: |  |  |  |  |  |
Net Cash Proceeds from Employee Stock Option Plans |  |  | 13 |  |  |  | 71 |
Net Cash Proceeds from Share Purchases under Employee Stock Purchase Plan |  |  | 98 |  |  |  | 79 |
Net Cash Used for Payment of Taxes Related to Vested Restricted Stock |  |  | (432 | ) |  |  | (353 | )
Net Borrowings under Revolving Credit Facility, net |  |  | 10,774 |  |  |  | — |
Repayment under Revolving Credit Facility, net |  |  | — |  |  |  | (1,000 | )
Proceeds from Long-Term Debt Borrowings |  |  | 15,078 |  |  |  | — |
Payment of Minimum Guarantee Royalty Obligation |  |  | (1,247 | ) |  |  | (1,350 | )
Principal Payments of Long-Term Debt |  |  | (6,706 | ) |  |  | (1,425 | )
Payments of Debt Issuance Costs |  |  | (37 | ) |  |  | — |
Net Cash Provided by (Used for) Financing Activities |  |  | 17,541 |  |  |  | (3,978 | )
Effect of Exchange Rate Changes on Cash and Cash Equivalents |  |  | 235 |  |  |  | 236 |
Net (Decrease) Increase in Cash and Cash Equivalents |  |  | (95 | ) |  |  | 881 |
Cash and Cash Equivalents, Beginning of Period |  |  | 4,527 |  |  |  | 3,946 |
Cash and Cash Equivalents, End of Period |  | $ | 4,432 |  |  | $ | 4,827 |
Supplemental Disclosures of Cash Flow Information: |  |  |  |  |  |
Cash Paid During the Period for: |  |  |  |  |  |
Cash Paid During the Period for Interest |  | $ | 1,891 |  |  | $ | 1,695 |
Cash Paid During the Period for Income Taxes, net of refunds |  | $ | 1,503 |  |  | $ | 1,285 |
Non-Cash Transactions: |  |  |  |  |  |
Operating Lease Obtained in Exchange for Operating Lease Liabilities |  | $ | 1,581 |  |  | $ | — |

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 May 4, 2024, we entered into an agreement to acquire MTEX New Solution, S.A., (“MTEX”), a Portugal-based manufacturer of digital printing equipment that addresses a wide variety of markets and applications including textiles, packaging, labeling, apparel, footwear and more. We reported MTEX as a part of our PI segment as of May 6, 2024, the closing date of this acquisition. Refer to Note 3, “Acquisition” for further details.

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 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, OEMs and independent dealers and representatives, while our T&M products are sold predominantly through direct sales and independent 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, Portugal, 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,” the “Company,” “we,” “our,” and “us” in this Quarterly Report on Form 10-Q refer to AstroNova, Inc. and its consolidated subsidiaries.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles 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, 2024.

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, allowances for doubtful accounts, inventory valuation, income taxes, valuation of long-lived assets, intangible assets and goodwill, share-based compensation, contingent consideration liability and warranty reserves. Management’s estimates are based on the facts and circumstances available at the time estimates are made, historical experience, risk of loss, general economic conditions and trends, and management’s assessments of the probable future outcome of these matters. Consequently, actual results could differ from those estimates.

Results of operations for the interim periods presented herein are not necessarily indicative of the results that may be expected for the full year.

6

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, 2024.

Recent Accounting Pronouncements Not Yet Adopted

On March 6, 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule will require registrants to disclose certain climate-related information in registration statements and annual reports on Form 10-K including, among other things, material climate-related risks and their impact; activities to mitigate or adapt to material climate-related risks; governance and oversight of climate-related risks; material climate-related targets or goals and their financial impact; and qualitative and quantitative disclosures regarding greenhouse gas emissions. The final rules follow a phase-in timeline and would begin to apply prospectively to our fiscal year beginning February 1, 2027. In April 2024, the SEC voluntarily stayed the effectiveness of the rules pending completion of judicial review of the consolidated challenges to the final rules. We are currently monitoring the legal challenges and evaluating the potential impact of these rules on our consolidated financial statements and disclosures.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”) to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 modifies the requirement for income tax disclosures to include (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We will adopt this standard beginning with our fiscal year ending January 31, 2026. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 also requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by ASU 2023-07 in interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We will adopt this standard beginning with our fiscal year ending January 31, 2025, and for interim periods beginning with our first quarter of fiscal 2026. We are currently evaluating the new disclosure requirements of ASU 2023-07 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements or 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 – Acquisition

We account for our business combinations using the acquisition method as prescribed by Accounting Standard Codification 805, “Business Combinations” ("ASC 805"). ASC 805 requires the purchase price of the acquisition to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair value as of the acquisition date as determined by widely accepted valuation techniques in accordance with ASC 820, “Fair Value Measurement.” Any excess of the purchase price over the fair value of the net identified assets acquired and liabilities assumed will be 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

7

business combination and cannot extend beyond one year from the acquisition date. If the initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported to present information about facts and circumstances that existed as of the acquisition date. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of the tangible and intangible assets acquired and liabilities assumed with the corresponding offset to goodwill, to the extent such information was not available to us at the acquisition date to determine such amounts. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of income. We expect to complete the final fair value determination of the assets acquired and liabilities assumed as soon as practicable within the measurement period and in any event not later than one year from the acquisition closing date.

Accounting for business combinations requires us to make significant estimates and assumptions at the acquisition date. Significant assumptions relevant to the determination of the fair value of the tangible and intangible assets acquired and liabilities assumed include, but are not limited to, expected future cash flows, discount rates, royalty rates, and other assumptions. Such estimates are inherently uncertain and may be subject to refinement.

All acquisition-related costs, other than the costs to issue debt or equity securities, are expensed in the period in which they are incurred. Changes in the fair value of contingent consideration arrangements that are not measurement period adjustments are recognized in earnings in the period of the change. The results of operations of the acquired entity, including revenues and earnings, are included in our financial statements from the closing date of the acquisition.

MTEX

Background

On May 4, 2024, AstroNova, along with its wholly-owned Portugal Subsidiary, AstroNova Portugal, Unipessoal, Lda (the “Purchaser”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Effort Premier Solutions Lda., a private limited company incorporated under the laws of Portugal (the “Seller”) and Elói Serafim Alves Ferreira, as the “Second Guarantor”.

In accordance with the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser acquired from the Seller, 100% of the issued and outstanding share capital of MTEX. The closing date for the acquisition was May 6, 2024. This transaction is a business combination and accounted for using the acquisition method as prescribed by ASC 805.

The purchase price for this acquisition consists of EUR 17,268,345 (approximately $18.7 million) paid by the Purchaser to the Seller on the closing date, and up to an additional EUR 731,655 (approximately $0.8 million) retained by the Purchaser to secure certain indemnification obligations of the Seller to be released by the Purchaser subject to resolution of such obligations. The Seller may be entitled to additional contingent consideration if specified revenue targets are achieved by MTEX as set forth in the Purchase Agreement for the three calendar year periods ending after the closing date. The contingent consideration consists of potential earn-out payments to the seller of EUR 1.0 million (approximately $1.1 million) if the specified revenue target is achieved in the full fiscal year of 2025, an additional EUR 1.5 million (approximately $1.6 million) if the specified revenue target is achieved in full fiscal year 2026, and an additional EUR 1.5 million (approximately $1.6 million) if the specified earnings targets are achieved in full fiscal year 2027, with a maximum of EUR 4.0 million (approximately $4.4 million) if all of the specified earnings targets are achieved over the three-year period.

Also on May 4, 2024, the Purchaser, the Seller, the Second Guarantor and MTEX entered into a Transitional Management Agreement (the “Transitional Management Agreement”) pursuant to which the Second Guarantor will serve as MTEX’s Chief Executive Officer for a term of three years following the closing date. Under the terms of the Transitional Management Agreement, the Second Guarantor will receive a salary and grant of restricted stock units and will be entitled to participate in our incentive compensation programs on the same terms as our executive officers. The Transitional Management Agreement includes customary non-competition and confidentiality provisions.

Upon the closing of the transaction, MTEX became a wholly owned indirect subsidiary of AstroNova, Inc.

8

Purchase Price Allocation

A summary of the fair value of the consideration transferred as of the acquisition closing date is presented in the table below:

(In thousands) |  | Preliminary Estimate |  |  | Measurement Period Adjustment |  |  | Revised Estimate |
Cash Paid at Closing |  | $ | 18,732 |  |  | $ | (1 | ) |  | $ | 18,731 |
Holdback Amount (a) |  |  | 742 |  |  |  | — |  |  |  | 742 |
Fair Value of the Earnout |  |  | 1,619 |  |  |  | (1,619 | ) |  |  | — |
Total Purchase Price |  | $ | 21,093 |  |  | $ | (1,620 | ) |  | $ | 19,473 |

a)
The holdback amount is expected to be paid out in full over the next two years.

The approach to valuing the initial contingent consideration relating to the earn-out requires the use of unobservable factors such as projected revenues over the term of the earn-out periods, discounted for the period over which the initial contingent consideration is measured, and relevant volatility rates. Based upon these assumptions, the earn-out contingent consideration was valued using an option pricing model, which resulted in the estimated fair value being reduced to zero as of the acquisition closing date.

The following table sets forth the preliminary purchase price allocation of the MTEX acquisition for the estimated fair value of the net assets acquired and liabilities assumed as of May 6, 2024:

(In thousands) |  | Preliminary Estimate |  |  | Measurement Period Adjustment |  |  | Revised Estimate |
Cash |  | $ | 364 |  |  | $ | — |  |  | $ | 364 |
Accounts Receivable |  |  | 3,989 |  |  |  | (240 | ) |  |  | 3,749 |
Inventory |  |  | 3,807 |  |  |  | (173 | ) |  |  | 3,634 |
Prepaid Expenses and Other Current Assets |  |  | 301 |  |  |  | — |  |  |  | 301 |
Property, Plant and Equipment |  |  | 4,802 |  |  |  | — |  |  |  | 4,802 |
Other Long-Term Assets |  |  | 5,154 |  |  |  | 332 |  |  |  | 5,486 |
Identifiable Intangible Assets |  |  | 9,556 |  |  |  | (2,017 | ) |  |  | 7,539 |
Goodwill |  |  | 10,629 |  |  |  | 95 |  |  |  | 10,724 |
Accounts Payable and Other Current Liabilities |  |  | (4,225 | ) |  |  | — |  |  |  | (4,225 | )
Debt Assumed |  |  | (7,918 | ) |  |  | — |  |  |  | (7,918 | )
Other Long-Term Liabilities |  |  | (5,366 | ) |  |  | 383 |  |  |  | (4,983 | )
Total Purchase Price |  | $ | 21,093 |  |  | $ | (1,620 | ) |  | $ | 19,473 |

Although we have made a few adjustments to the opening balance sheet in the third quarter of the current year as we continue to finalize our due diligence and accounting for this acquisition, the amounts above remain provisional and are based on information that is currently available. Management believes the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but is waiting to complete their financial due diligence necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected continue to be subject to changes that could be significant. Management anticipates there will be changes to the price allocation as further information is collected and analyzed and pending the final completion of certain appraisals and valuation report. We expect to complete the final fair value determination of the assets acquired and liabilities assumed, resolutions of working capital, and any other purchase price adjustments identified as soon as practicable within the measurement period and, in any event, not later than one year from the acquisition closing date.

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

(In thousands) |  | Fair Value |  |  | Measurement Period Adjustment |  |  | Revised Estimate |  |  | Useful Life (years) |
Customer Relations |  | $ | 8,786 |  |  | $ | (6,183 | ) |  | $ | 2,603 |  |  |  | 10 |
Internally Developed Technology |  |  | 488 |  |  |  | 4,231 |  |  |  | 4,719 |  |  |  | 6 |
Trademarks/Tradenames |  |  | 282 |  |  |  | (65 | ) |  |  | 217 |  |  |  | 3 |
Total |  | $ | 9,556 |  |  | $ | (2,017 | ) |  | $ | 7,539 |  |  |  |

The customer relations intangible asset represents the relationships that will be maintained with certain historical customers of MTEX. The trademark/tradename intangible assets reflect the industry reputation of the MTEX name and the registered trademarks held by MTEX for the use of several marks and logos. The internally developed technology intangible asset represents software used to collect a wide range of data on each piece of equipment and the ability to monitor customer ink usage and troubleshoot issues with customers.

9

The fair value of the customer relations intangible asset acquired was estimated by applying the income approach using the Multi-Period Excess Earning Method. This fair value measurement is based on significant inputs that are not observable in the market and therefore represents a Level 3 measurement as defined in ASC 820, “Fair Value Measurement”. The fair value determined under this approach is a function of (i) future revenues expected to be generated by these assets and the profitability of the assets, (ii) identification of the contribution of other tangible and intangible assets to the cash flows generated by these asset to apply an appropriate capital charge against the cash flow, and (iii) a discount rate of 15.5% used to calculate the present value of the stream of anticipated cash flows. The fair value of the trademark intangible asset acquired was estimated by applying the income approach using the “relief-from-royalty” method. The value under the relief-from-royalty method is a function of (i) the concluded royalty rate of 0.75%, (ii) projected revenues generated by product sales under the asset being valued, and (iii) a discount rate of 15.5%. The fair value of the internally developed technology intangible asset acquired was estimated by applying the cost approach, which takes into consideration the internal development costs of the technology and a hypothetical developer’s profit margin to build the software, the opportunity costs the buyer avoids by not having to reproduce this asset and any duplicative or unproductive efforts, as well as functional obsolescence of the technology.

Goodwill of $10.7 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 MTEX. The goodwill recognized under ASC 805 is attributable to the expected earnings potential of the business, synergies which are expected to enhance and expand our overall product portfolio, opportunities in new and existing markets, and MTEX's assembled workforce. The carrying amount of the goodwill was allocated to the PI segment.

During the third quarter of the current year, we incurred an additional $0.3 million of acquisition-related costs resulting in total acquisition-related costs of $0.9 million as of November 2, 2024. These costs were included in general and administrative expenses in our condensed consolidated statements of income for the three and nine months ended November 2, 2024.

The amounts of revenue and earnings before taxes attributable to MTEX and included in our consolidated statements of income for the three and nine months ended November 2, 2024 were as follows:

|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands) |  | November 2, 2024 |  |  | November 2, 2024 |
Revenue |  | $ | 1,738 |  |  | $ | 2,506 |
Gross Profit |  |  | 234 |  |  |  | 166 |
Operating Expenses: |  |  |  |  |  |
Selling Expenses |  |  | 839 |  |  |  | 1,755 |
Research and Development Expenses |  |  | 209 |  |  |  | 111 |
General and Administrative Expenses |  |  | 273 |  |  |  | 783 |
Total Operating Expenses |  | $ | 1,321 |  |  | $ | 2,649 |
Operating Loss |  |  | (1,087 | ) |  |  | (2,483 | )
Other Expenses |  |  | (336 | ) |  |  | (693 | )
Earnings (Loss) before Taxes |  | $ | (1,423 | ) |  | $ | (3,176 | )

MTEX results are reported as part of the PI segment. Pro forma results as if the acquisition was closed on February 1, 2024 are not provided, as disclosure of such amounts was impractical to determine.

10

Note 4 – Revenue Recognition

We derive revenue from 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) |  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |
United States |  | $ | 23,493 |  |  | $ | 20,953 |  |  | $ | 66,834 |  |  | $ | 61,773 |
Europe |  |  | 10,330 |  |  |  | 11,292 |  |  |  | 29,522 |  |  |  | 31,088 |
Canada |  |  | 2,118 |  |  |  | 2,311 |  |  |  | 6,617 |  |  |  | 6,480 |
Asia |  |  | 2,601 |  |  |  | 1,670 |  |  |  | 5,867 |  |  |  | 4,920 |
Central and South America |  |  | 1,454 |  |  |  | 995 |  |  |  | 3,988 |  |  |  | 3,220 |
Other |  |  | 426 |  |  |  | 328 |  |  |  | 1,094 |  |  |  | 1,012 |
Total Revenue |  | $ | 40,422 |  |  | $ | 37,549 |  |  | $ | 113,922 |  |  | $ | 108,493 |

Major product types:

|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands) |  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |
Hardware |  | $ | 11,622 |  |  | $ | 12,865 |  |  | $ | 32,856 |  |  | $ | 35,800 |
Supplies |  |  | 20,908 |  |  |  | 19,973 |  |  |  | 61,885 |  |  |  | 58,744 |
Service and Other |  |  | 7,892 |  |  |  | 4,711 |  |  |  | 19,181 |  |  |  | 13,949 |
Total Revenue |  | $ | 40,422 |  |  | $ | 37,549 |  |  | $ | 113,922 |  |  | $ | 108,493 |

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 fiscal 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, 2024, we recognized $2.4 million in revenue and the $0.8 million balance was recorded as deferred revenue. During the nine months ended November 2, 2024, we recognized an additional $0.8 million which is included in revenue in the condensed consolidated statement of income for the respective period presented, and there is no balance in deferred revenue at November 2, 2024.

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 $378,000 and $530,000 at November 2, 2024 and January 31, 2024, 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 November 2, 2024 is due to revenue recognized during the current period, including $266,000 of revenue recognized that was included in the deferred revenue balance at January 31, 2024, partially offset by cash payments received in advance of satisfying performance obligations.

11

Contract Costs

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain costs related to obtaining sales contracts for our aerospace printer products meet the requirement to be capitalized. These costs are deferred and amortized over the remaining useful life of these contracts, which we currently estimate to be approximately 17 years as of November 2, 2024. The balance of these contract assets at January 31, 2024 was $1.3 million. We also recognize an asset for the costs to fulfill a contract with a customer if the costs are specifically identifiable, generate or enhance resources used to satisfy future performance obligations, and are expected to be recovered. In fiscal 2025, we incurred $0.3 million of costs to fulfill a contract which will be amortized over approximately 17 years. During the three and nine months ended November 2, 2024, we amortized contract costs of $23,000 and $65,000, respectively. The balance of deferred incremental direct costs net of accumulated amortization at November 2, 2024 was $1.5 million, of which $0.1 million is reported in other current assets, and $1.4 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 |  |
|  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |  |
Weighted Average Common Shares Outstanding – Basic |  |  | 7,524,468 |  |  |  | 7,428,202 |  |  |  | 7,500,844 |  |  |  | 7,406,985 |  |
Effect of Dilutive Options, Restricted Stock Awards and Restricted Stock Units |  |  | 55,415 |  |  |  | 56,790 |  |  |  | 103,927 |  |  |  | 70,363 |  |
Weighted Average Common Shares Outstanding – Diluted |  |  | 7,579,883 |  |  |  | 7,484,992 |  |  |  | 7,604,771 |  |  |  | 7,477,348 |  |

For the three and nine months ended November 2, 2024, the diluted per share amounts do not reflect weighted average common equivalent shares outstanding of 312,819 and 232,748, respectively. 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. These outstanding common equivalent shares were not included due to their anti-dilutive effect.

12

Note 6 – Intangible Assets

Intangible assets are as follows:

|  | November 2, 2024 |  |  | January 31, 2024 |
(In thousands) |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Currency Translation Adjustment |  |  | Net Carrying Amount |  |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Currency Translation Adjustment |  |  | Net Carrying Amount |
RITEC: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer Contract Relationships |  | $ | 2,830 |  |  | $ | (1,738 | ) |  | $ | — |  |  | $ | 1,092 |  |  | $ | 2,830 |  |  | $ | (1,689 | ) |  | $ | — |  |  | $ | 1,141 |
TrojanLabel: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Distributor Relations |  | 937 |  |  |  | (752 | ) |  |  | 25 |  |  |  | 210 |  |  | 937 |  |  |  | (686 | ) |  |  | 30 |  |  |  | 281 |
Honeywell: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer Contract Relationships |  |  | 27,773 |  |  |  | (13,445 | ) |  |  | — |  |  |  | 14,328 |  |  |  | 27,773 |  |  |  | (12,795 | ) |  |  | — |  |  |  | 14,978 |
Astro Machine: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer Contract Relationships |  |  | 3,060 |  |  |  | (1,377 | ) |  |  | — |  |  |  | 1,683 |  |  |  | 3,060 |  |  |  | (918 | ) |  |  | — |  |  |  | 2,142 |
Trademarks |  | 420 |  |  |  | (189 | ) |  |  | — |  |  |  | 231 |  |  | 420 |  |  |  | (126 | ) |  |  | — |  |  |  | 294 |
MTEX: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer Contract Relationships |  |  | 2,603 |  |  |  | (131 | ) |  |  | (2 | ) |  |  | 2,470 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Internally Developed Technology |  |  | 4,719 |  |  |  | (396 | ) |  |  | (3 | ) |  |  | 4,320 |  |  |  |  |  |  |  |  |  |  |  |  |
Trademarks |  |  | 217 |  |  |  | (36 | ) |  |  | (1 | ) |  |  | 180 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Intangible Assets, net |  | $ | 42,559 |  |  | $ | (18,064 | ) |  | $ | 19 |  |  | $ | 24,514 |  |  | $ | 35,020 |  |  | $ | (16,214 | ) |  | $ | 30 |  |  | $ | 18,836 |

There were no impairments to intangible assets during the nine months ended November 2, 2024 and October 28, 2023.

With respect to the acquired intangible assets included in the table above, amortization expense of $0.7 million and $0.6 million has been included in the condensed consolidated statements of income for the three months ended November 2, 2024, and October 28, 2023, respectively. Amortization expense of $1.9 million and $1.8 million related to the above-acquired intangible assets has been included in the accompanying condensed consolidated statements of income for the nine months ended November 2, 2024 and October 28, 2023, respectively.

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

(In thousands) |  | Remaining 2025 |  |  | 2026 |  |  | 2027 |  |  | 2028 |  |  | 2029 |
Estimated amortization expense |  | $ | 712 |  |  | $ | 2,848 |  |  | $ | 2,848 |  |  | $ | 2,848 |  |  | $ | 2,352 |

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) |  | November 2, 2024 |  |  | January 31, 2024 |
Materials and Supplies |  | $ | 36,189 |  |  | $ | 39,078 |
Work-In-Process |  |  | 1,788 |  |  |  | 1,054 |
Finished Goods |  |  | 20,559 |  |  |  | 15,645 |
|  |  | 58,536 |  |  |  | 55,777 |
Inventory Reserve |  |  | (9,976 | ) |  |  | (9,406 | )
|  | $ | 48,560 |  |  | $ | 46,371 |

13

Note 8 – Property, Plant and Equipment

Property, plant and equipment consist of the following:

(In thousands) |  | November 2, 2024 |  |  | January 31, 2024 |
Land and Land Improvements |  | $ | 2,304 |  |  | $ | 2,304 |
Buildings and Leasehold Improvements |  |  | 15,391 |  |  |  | 14,381 |
Machinery and Equipment |  |  | 37,076 |  |  |  | 26,123 |
Computer Equipment and Software |  |  | 14,529 |  |  |  | 14,238 |
Gross Property, Plant and Equipment |  |  | 69,300 |  |  |  | 57,046 |
Accumulated Depreciation |  |  | (50,934 | ) |  |  | (42,861 | )
Net Property Plant and Equipment |  | $ | 18,366 |  |  | $ | 14,185 |

Depreciation expense on property, plant and equipment was $0.6 million and $1.6 million for the three and nine months ended November 2, 2024, respectively. 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.

Note 9 – Credit Agreement and Long-Term Debt

In connection with our purchase of MTEX, on May 6, 2024, we entered a Third Amendment to Amended and Restated Credit Agreement (the “Amendment”) with Bank of America, N.A., as lender (the “Lender”). The Amendment amended the Amended and Restated Credit Agreement dated as of July 30, 2020, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2021, the LIBOR Transition Amendment, dated as of December 14, 2021, the Second Amendment to Amended and Restated Credit Agreement dated as of August 4, 2022, and the Joinder Agreement relating to our subsidiary Astro Machine Corporation (“Astro Machine”) dated as of August 26, 2022 (as so amended, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), between AstroNova, Inc. as the borrower, Astro Machine as a guarantor, and the Lender.

The Amended Credit Agreement provides for (i) a new term loan to AstroNova, Inc. in the principal amount of EUR 14.0 million (the “Term A-2 Loan”), which term loan is in addition to the existing term loan (the “Existing Term Loan”) outstanding under the Existing Credit Agreement in the principal amount of approximately $12.3 million as of the effective date of the Amendment, and (ii) an increase in the aggregate principal amount of the revolving credit facility available to AstroNova, Inc. from $25.0 million to $30.0 million until January 31, 2025, upon and after which the aggregate principal amount of the revolving credit facility will reduce to $25.0 million. At the closing of the Amendment, we borrowed the entire EUR 14.0 million Term A-2 Loan, EUR 3.0 million under the revolving credit facility and a US dollar amount under the revolving credit facility that was converted to Euros to satisfy the entire purchase price payable on the closing date pursuant to the Purchase Agreement. The revolving credit facility may otherwise be used for general corporate purposes.

The Amended Credit Agreement requires that the Term A-2 Loan be paid in quarterly installments on the last day of each of our fiscal quarters through April 30, 2027 in the principal amount of EUR 583,333 each, and the entire then-remaining principal balance of the Term A-2 Loan is required to be paid on August 4, 2027. The Amended Credit Agreement requires that the remaining balance of the Existing Term Loan be paid in quarterly installments on the last day of each of our fiscal quarters through April 30, 2027 in the principal amount of $675,000 each, and the entire then remaining principal balance of the term loan is required to be paid on August 4, 2027. We may voluntarily prepay the Term A-2 Term Loan or the Existing 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 Term A-2 Loan bears interest at a rate per annum equal to the EURIBOR rate as defined in the Amended Credit Agreement, plus a margin that varies within a range of 1.60% to 2.50% based on our consolidated leverage ratio. The Existing Term Loan and revolving credit loans bear interest at a rate per annum equal to, at our option, either (a) the Term SOFR rate as defined in the Amended Credit Agreement (or, in the case of revolving credit loans denominated in Euros or another currency other than U.S. Dollars, the applicable quoted rate), plus a margin that varies within a range of 1.60% to 2.50% 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 Term SOFR 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.

14

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

Amounts repaid under the revolving credit facility may be reborrowed, subject to our continued compliance with the Amended Credit Agreement. No amount of the Term A-2 Loan or the Existing 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 and a minimum consolidated fixed charge coverage ratio, certain of the provisions of which were modified by the Amendment; the minimum consolidated asset coverage ratio under the Existing Credit Agreement was eliminated by the Amendment. 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 Amendment. As of November 2, 2024, we believe we are in compliance with all of the covenants in the Amended 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 Scandinavia ApS, AstroNova GmbH, AstroNova SAS and the Purchaser), subject to certain exceptions, and by a mortgage on our owned real property in West Warwick, Rhode Island, and are guaranteed by, and secured by substantially all of the personal property assets of Astro Machine.

Equipment Financing

In January 2024, we entered into a secured equipment loan facility agreement with Banc of America Leasing & Capital, LLC and borrowed a principal amount of $0.8 million thereunder for the purpose of financing our purchase of production equipment. This loan matures on January 23, 2029 and bears interest at a fixed rate of 7.06%. Under this loan agreement, equal monthly payments including principal and interest of $16,296 commenced on February 23, 2024, and will continue through the maturity of the equipment loan facility on January 23, 2029.

Assumed Financing Obligations of MTEX

In connection with our acquisition of MTEX, on the May 6, 2024 closing date of this acquisition we assumed certain existing financing obligations of MTEX that remain outstanding as of November 2, 2024. The long-term debt obligations of MTEX that remain outstanding include a term loan (the “MTEX Term Loan”) pursuant to an agreement dated December 22, 2023 (the “MTEX Term Loan Agreement”) between MTEX and Caixa Central de Crédito Agricola Mutuo. The MTEX Term Loan, which provides for a term loan in the principal amount of EUR 1.5 million ($1.6 million) and bears interest at a fixed rate of 6.022% per annum, requires monthly principal and interest payments totaling EUR 17,402 ($18,795) commencing in October 2024 and continuing through maturity on December 21, 2033.

MTEX has also received government assistance in the form of interest-free loans from government agencies located in Portugal (the “MTEX Government Grant Term Loans”). The MTEX Government Grant Term Loans are to be repaid to the applicable government agencies and are classified as long-term debt. The current balance of the MTEX Government Grants Term Loans as of November 2, 2024 is EUR 1.0 million ($1.1 million). The MTEX Government Grant Term Loans provide interest-free financing so long as monthly principal payments are made. In the event that MTEX and the applicable government agency renegotiate the payment dates, interest will be calculated according to a rate determined by the government agency as of the date of renegotiation and added to the outstanding principal payments. The MTEX Government Grant Term Loans mature between December 2024 and January 2027.

Additionally, we assumed short-term financing obligations of MTEX that remain outstanding as of November 2, 2024, including letters of credit, maturing term loans, and financing arrangements for working capital classified as debt.

15

Summary of Outstanding Debt

Revolving Credit Facility

At November 2, 2024, we had an outstanding balance of $20.1 million under our revolving credit facility. The balance outstanding under the revolving credit facility bore interest at a weighted average annual rate of 7.30% and 8.38%, and we incurred $327,000 and $713,000 for interest on this obligation, during the three and nine months ended November 2, 2024, respectively. Additionally, during the three and nine months ended November 2, 2024, we incurred $9,000 and $34,000, respectively, 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 7.94% and 7.60%, respectively, for the three and nine months ended October 28, 2023, and we incurred $311,000 and $936,000, respectively, for interest on this obligation during the three and nine months ended October 28, 2023. 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. 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 November 2, 2024, there was $9.9 million remaining available for borrowing under our revolving credit facility. Additionally, MTEX has a EUR 0.5 million ($0.5 million) available line of credit with Caixa Central de Crédito Agricola Mutuo. This credit line was established in December 2023 and is renewable every six months. There was EUR 0.1 million ($0.1 million) outstanding on this line of credit as of November 2, 2024.

Long-Term Debt

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

(In thousands) |  | November 2, 2024 |  |  | January 31, 2024 |
USD Term Loan (7.22% as of November 2, 2024 and 7.56% as of January 31, 2024); maturity date of August 4, 2027 |  | $ | 10,125 |  |  | $ | 12,150 |
Euro Term Loan (5.58% as of November 2, 2024); maturity date of August 4, 2027 |  |  | 13,902 |  |  |  | — |
MTEX Euro Term Loan (6.022% Fixed Rate as of November 2, 2024); maturity date of December 21, 2033 |  |  | 1,614 |  |  |  | — |
MTEX Euro Government Grant Term Loan (0% as of November 2, 2024); maturity dates December 2024 - January 2027 |  |  | 1,136 |  |  |  | — |
Equipment Loan (7.06% Fixed Rate); maturity date of January 23, 2029 |  |  | 716 |  |  |  | 822 |
Total Debt |  |  | 27,493 |  |  |  | 12,972 |
Less: Debt Issuance Costs, net of accumulated amortization |  |  | 93 |  |  |  | 80 |
Current Portion of Debt |  |  | 6,328 |  |  |  | 2,842 |
Long-Term Debt |  | $ | 21,072 |  |  | $ | 10,050 |

During the three and nine months ended November 2, 2024, we recognized interest expense on term debt of $460,000 and $1,201,000, respectively, and during the three and nine months ended October 28, 2023, we recognized interest expense on debt of $254,000 and $768,000, 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 November 2, 2024 is as follows:

(In thousands) |  |  |
Fiscal 2025, remainder |  | $ | 1,599 |
Fiscal 2026 |  |  | 6,251 |
Fiscal 2027 |  |  | 5,713 |
Fiscal 2028 |  |  | 12,607 |
Fiscal 2029 |  |  | 1,323 |
|  | $ | 27,493 |

16

Note 10 – Financial Instruments and Risk Management

Net Investment Hedges

For a net investment hedge, we formally assess, both at inception and on a quarterly basis thereafter, whether the designated derivative or nonderivative instrument is highly effective as an economic hedge of foreign exchange risk associated with the hedged net investment. The change in the fair value of a derivative instrument or the change in the carrying value of a nonderivative instrument that is designated and highly effective as a net investment hedge is recorded in the cumulative translation adjustment component of Accumulated Other Comprehensive Income (“AOCI”), offsetting the translation adjustment of the net investment being hedged.

If a net investment hedging relationship ceases to be highly effective, we discontinue hedge accounting, and any future change in the fair value of the derivative hedging instrument or future change in the carrying value of the nonderivative hedging instrument is recorded in the “other expenses” in the condensed consolidated statements of income, which is where the gain or loss on the sale or substantial liquidation of the underlying net investment would be recorded. However, any deferred gains or losses previously recorded in the cumulative translation adjustment component of AOCI will remain in AOCI until the hedged net investment is sold or substantially liquidated, at which time the cumulative deferred gains or losses are recorded in the “other expenses” line in the condensed consolidated statements of income.

We use foreign currency-denominated debt to partially hedge our net investment in our operations in Portugal against adverse movements in exchange rates. On August 3, 2024, a portion of the Euro-denominated debt has been designated and is effective as an economic hedge of part of the net investment in our Portuguese operation. Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the Euro-denominated debt are included in the foreign currency translation adjustments in the condensed consolidated statement of comprehensive income for the three and nine months ended November 2, 2024, and within the accumulated other comprehensive items in the shareholder’s equity section of the condensed consolidated balance sheet as of November 2, 2024 as follows:

(In thousands) |  | Amount of Foreign Currency Translation Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative |
Financial Instruments Designated as Net Investment Hedge |  | November 2, 2024 |  |  | January 31, 2024 |
Euro Denominated Debt |  | $ | (67 | ) |  | $ | — |

Note 11 – Royalty Obligation

In fiscal 2018, we entered into an Asset Purchase and License Agreement with Honeywell International, Inc. (“Honeywell”) to acquire an exclusive, perpetual, world-wide license to manufacture Honeywell’s narrow-format flight deck printers for two aircraft families along with certain inventory used in the manufacturing of the licensed printers. The purchase price included a guaranteed minimum royalty payment of $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, the 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 November 2, 2024, we had paid an aggregate of $12.6 million of the guaranteed minimum royalty obligation. At November 2, 2024, the current portion of the outstanding guaranteed minimum royalty obligation of $1.3 million is to be paid over the next twelve months and is reported as a current liability and the remainder of $1.0 million is reported as a long-term liability on our condensed consolidated balance sheet. For the three and nine months ended November 2, 2024, we incurred $0.6 million and $1.9 million, respectively, in excess royalty expense which is included in cost of revenue in our consolidated statements of income for all periods presented. A total of $2.2 million in excess royalties was paid through the third quarter of the current fiscal year, and there are $0.6 million in excess royalty payables due as a result of this agreement for the quarter ended November 2, 2024.

In fiscal 2023, we entered into an Asset Purchase and License Agreement with Honeywell International Inc. (the “New HW Agreement”) to acquire an exclusive, perpetual, world-wide license to manufacture Honeywell’s flight deck printers for the Boeing 787 aircraft. The New HW Agreement provides for royalty payments to Honeywell based on gross revenues from the sales of the printers, paper and repair services of the licensed products in perpetuity. The royalty rates vary based on the year in which they are paid or earned and as products are sold or as services are provided and range from single-digit to mid-double-digit percentages of gross revenue. The New HW Agreement includes a provision for guaranteed minimum royalty payments to be paid in the event that the royalties earned by Honeywell do not meet the minimum for the preceding calendar year as follows: $100,000 in 2024, $200,000 in 2025, $233,000 in each of 2026 and 2027, and $234,000 in 2028.

17

As of January 31, 2024, the total outstanding royalty obligation under the New HW Agreement was $0.6 million, including $0.2 million recorded as a current liability in the accompanying condensed consolidated balance sheet. During the first nine months of fiscal 2025, we incurred and paid $0.1 million in royalty expense. As of November 2, 2024, the total outstanding royalty obligation on the New HW Agreement is $0.9 million, including $0.5 million recorded as a current liability in the accompanying condensed consolidated balance sheet.

Note 12 – Leases

We enter into lease contracts for certain of our facilities at various locations worldwide. Our leases have remaining lease terms of one to ten years, some of which include options to extend the lease term for periods of up to five years when it is reasonably certain that we will exercise such options.

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

Operating Leases (In thousands) |  | Balance Sheet Classification |  | November 2, 2024 |  |  | January 31, 2024 |
Lease Assets |  | Right of Use Assets |  | $ | 1,946 |  |  | $ | 603 |
Lease Liabilities – Current |  | Other Accrued Expenses |  | $ | 347 |  |  | $ | 233 |
Lease Liabilities – Long Term |  | Lease Liabilities |  | $ | 1,681 |  |  | $ | 415 |

Lease cost information is as follows:

|  |  |  | Three Months Ended |
Operating Leases (In thousands) |  | Statement of Income Classification |  | November 2, 2024 |  |  | October 28, 2023 |
Operating Lease Costs |  | General and Administrative Expense |  | $ | 196 |  |  | $ | 103 |
|  |  |  | Nine Months Ended |
Operating Leases (In thousands) |  | Statement of Income Classification |  | November 2, 2024 |  |  | October 28, 2023 |
Operating Lease Costs |  | General and Administrative Expense |  | $ | 465 |  |  | $ | 362 |

Maturities of operating lease liabilities are as follows:

(In thousands) |  | November 2, 2024 |
Fiscal 2025, remaining |  | $ | 123 |
Fiscal 2026 |  |  | 454 |
Fiscal 2027 |  |  | 410 |
Fiscal 2028 |  |  | 350 |
Fiscal 2029 |  |  | 254 |
Thereafter |  |  | 922 |
Total Lease Payments |  |  | 2,513 |
Less: Imputed Interest |  |  | (485 | )
Total Lease Liabilities |  | $ | 2,028 |

As of November 2, 2024, the weighted-average remaining lease term and weighted-average discount rate for our operating leases are 7.1 years and 5.93%, 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.

18

Supplemental cash flow information related to leases is as follows:

|  | Three Months Ended |
(In thousands) |  | November 2, 2024 |  |  | October 28, 2023 |
Cash paid for operating lease liabilities |  | $ | 81 |  |  | $ | 91 |
|  | Nine Months Ended |
(In thousands) |  | November 2, 2024 |  |  | October 28, 2023 |
Cash paid for operating lease liabilities |  | $ | 255 |  |  | $ | 268 |

Note 13 – Government Grants

Our recently acquired subsidiary, MTEX, receives grants from its local government in Portugal to support its operations and various capital projects. We account for these government grants by analogy to International Accounting Standards 20, “Accounting for Government Grants and Disclosure of Government Assistance”, which follows a grant accounting model. Under this accounting framework, government assistance is recognized when it is probable we will receive assistance and comply with the conditions attached to the assistance. Operational related assistance is recorded on a systematic basis over the periods in which the related cost or expenditures have occurred and is presented as a reduction in the expense for which it is intended to defray. Capital related assistance is recorded as long-term deferred revenue and is recognized in cost of revenue as an offset against depreciation expense over the applicable asset's useful life.

The grant programs have execution periods ending in May 2025 through November 2026. The government agencies may verify compliance with the conditions established in the contracts during the investment phase and upon completion and are entitled to propose adjustments and require reimbursement if the contracts do not meet the specifications. Historically, no significant corrections or returns have occurred. As of November 2, 2024, there are no contingencies associated with the government grants.

The capital related government contracts between the Portuguese government and MTEX are defined on a grant-by-grant basis, with partial reimbursement of the assets acquired in connection with these grants. We have $1.4 million of deferred revenue for capital related government grants which is included in the accompanying condensed consolidated balance sheet as of November 2, 2024, and we have recognized $0.1 million of grant revenue, included in cost of revenue as an offset to depreciation expense in the condensed consolidated statement of income for the nine months ended November 2, 2024.

Under the operational related assistance grants, MTEX commits to research and development projects that the Portuguese government partially reimburses. We have recognized $0.3 million of grant revenue for our operational related assistance grants which is offset against the expenditures recognized for those grants and is included in selling and marketing expense in the accompanying condensed consolidated statement of income for the nine months ended November 2, 2024.

Note 14 – 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, 2024 |  | $ | (2,219 | )
Other Comprehensive Loss |  |  | (57 | )
Balance at November 2, 2024 |  | $ | (2,276 | )

The amounts presented above in other comprehensive loss are net of taxes except for translation adjustments associated with our German and Danish subsidiaries. The foreign cumulative translation adjustment includes translation adjustments and net investment hedges. See Note 10, "Financial Instruments and Risk Management" for additional disclosures about the net investment hedge.

19

Note 15 – Share-Based Compensation

We have one equity incentive plan from which we are authorized to grant equity awards, the AstroNova, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for, among other things, the issuance of awards, including incentive stock options, non-qualified stock options, stock appreciation rights, time-based restricted stock units (“RSUs”), or performance-based restricted stock units (“PSUs”) and restricted stock awards (“RSAs”). At the June 6, 2023 annual meeting of shareholders, the 2018 Plan was amended to increase the number of shares of our common stock available for issuance by 600,000, bringing the total number of shares available for issuance under the 2018 Plan from 950,000 to 1,550,000. Under the 2018 Plan, we may also issue an additional number of shares equal to the number of shares subject to outstanding awards under our prior 2015 Equity Incentive Plan that are forfeited, canceled, 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 year s. Under the 2018 Plan, there were 132,996 unvested RSUs;125,627 unvested PSUs; and options to purchase an aggregate of 130,500 shares outstanding as of November 2, 2024.

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 November 2, 2024, options to purchase an aggregate of 181,649 shares were outstanding under the 2007 Plan and options to purchase an aggregate of 112,600 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 our stock on such day. On June 11, 2024, the director’s annual compensation amount was adjusted to be $72,800. All RSAs granted under this Program vest immediately.

Share-based compensation expense was recognized as follows:

|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands) |  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |
Stock Options |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Restricted Stock Awards and Restricted Stock Units |  |  | 344 |  |  |  | 302 |  |  |  | 1,133 |  |  |  | 1,045 |
Employee Stock Purchase Plan |  |  | 9 |  |  |  | 9 |  |  |  | 26 |  |  |  | 20 |
Total |  | $ | 353 |  |  | $ | 311 |  |  | $ | 1,159 |  |  | $ | 1,065 |

Stock Options

Aggregated information regarding stock option activity for the nine months ended November 2, 2024, is summarized below:

|  | Number of Options |  |  | Weighted Average Exercise Price |
Outstanding at January 31, 2024 |  |  | 523,349 |  |  | $ | 15.26 |
Granted |  |  | — |  |  |  | — |
Exercised |  |  | (65,900 | ) |  |  | 13.86 |
Forfeited |  |  | (27,700 | ) |  |  | 14.91 |
Canceled |  |  | (5,000 | ) |  |  | 13.80 |
Outstanding at November 2, 2024 |  |  | 424,749 |  |  | $ | 15.51 |

Set forth below is a summary of options outstanding at November 2, 2024:

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 |  |  | 218,274 |  |  | $ | 13.71 |  |  |  | 1.9 |  |  |  | 218,274 |  |  | $ | 13.71 |  |  |  | 1.9 |
$15.01-20.00 |  |  | 206,475 |  |  | $ | 17.42 |  |  |  | 3.0 |  |  |  | 206,475 |  |  | $ | 17.42 |  |  |  | 3.0 |
|  |  | 424,749 |  |  | $ | 15.51 |  |  |  | 2.4 |  |  |  | 424,749 |  |  | $ | 15.51 |  |  |  | 2.4 |

20

There were no stock options granted in fiscal 2024, or during the first nine months of fiscal 2025, and as of November 2, 2024, 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 November 2, 2024, is summarized below:

|  | RSUs, PSUs & RSAs |  |  | Weighted Average Grant Date Fair Value |
Outstanding at January 31, 2024 |  |  | 300,705 |  |  | $ | 12.90 |
Granted |  |  | 91,208 |  |  |  | 17.03 |
Vested |  |  | (87,309 | ) |  |  | 13.85 |
Forfeited |  |  | (45,981 | ) |  |  | 12.64 |
Outstanding at November 2, 2024 |  |  | 258,623 |  |  | $ | 14.08 |

As of November 2, 2024, there was approximately $1.6 million of unrecognized compensation expense related to RSUs, PSUs and RSAs, which is expected to be recognized over a weighted average period of 1.1 years.

Employee Stock Purchase Plan (ESPP)

Our 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 initially reserved for issuance under the ESPP. During the nine months ended November 2, 2024, there were 7,788 shares purchased under the ESPP and there are 17,270 shares remaining available for purchase under the ESPP as of November 2, 2024.

Note 16– Income Taxes

Our effective tax rates are as follows:

|  | Third Quarter |  |  | First Three Quarters |
Fiscal 2025 |  |  | 12.4 | % |  |  | (14.3 | )%
Fiscal 2024 |  |  | 25.6 | % |  |  | 27.1 | %

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 November 2, 2024, we recognized an income tax expense of $34,000. The effective tax rate in this period was directly impacted by the return to provision associated with our fiscal 2024 federal tax return which resulted in a $157,000 decrease to tax expense and a tax benefit of $56,000 related to the foreign return to provision differences. 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 nine months ended November 2, 2024, we recognized an income tax benefit of $139,000. The effective tax rate in this period was directly impacted by a $281,000 tax benefit related to a previous unrecorded reduction in our future income tax payable balance that should have been discretely recognized in the fourth quarter of fiscal year 2024, netted with the tax expense related to amending our fiscal year 2023 federal tax return and the current quarter tax benefit related to the return to provision associated with our fiscal year 2024 federal tax return. Additional impacts on the effective tax rate include a $218,000 tax benefit related to foreign return to provision differences and an $88,000 tax benefit arising from windfall tax benefits 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 our stock, and an $18,000 tax expense related to foreign return to provision differences.

21

Note 17 – Segment Information

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

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

|  | Three Months Ended |  |  | Nine Months Ended |
|  | Revenue |  |  | Segment Operating Profit |  |  | Revenue |  |  | Segment Operating Profit |
(In thousands) |  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |
PI |  | $ | 26,317 |  |  | $ | 26,543 |  |  | $ | 1,868 |  |  | $ | 4,794 |  |  | $ | 76,667 |  |  | $ | 77,416 |  |  | $ | 7,208 |  |  | $ | 6,848 |
T&M |  |  | 14,105 |  |  |  | 11,006 |  |  |  | 3,251 |  |  |  | 2,558 |  |  |  | 37,255 |  |  |  | 31,077 |  |  |  | 8,806 |  |  |  | 6,548 |
Total |  | $ | 40,422 |  |  | $ | 37,549 |  |  |  | 5,119 |  |  |  | 7,352 |  |  | $ | 113,922 |  |  | $ | 108,493 |  |  |  | 16,014 |  |  |  | 13,396 |
General and Administrative Expenses |  |  |  |  |  |  |  |  | 3,855 |  |  |  | 2,734 |  |  |  |  |  |  |  |  |  | 12,343 |  |  |  | 8,514 |
Operating Income |  |  |  |  |  |  |  |  | 1,264 |  |  |  | 4,618 |  |  |  |  |  |  |  |  |  | 3,671 |  |  |  | 4,882 |
Interest Expense |  |  |  |  |  |  |  |  | 944 |  |  |  | 630 |  |  |  |  |  |  |  |  |  | 2,363 |  |  |  | 1,919 |
Other (Income)/Expense, net |  |  |  |  |  |  |  |  | 46 |  |  |  | 287 |  |  |  |  |  |  |  |  |  | 337 |  |  |  | 242 |
Income Before Income Taxes |  |  |  |  |  |  |  |  | 274 |  |  |  | 3,701 |  |  |  |  |  |  |  |  |  | 971 |  |  |  | 2,721 |
Income Tax Provision (Benefit) |  |  |  |  |  |  |  |  | 34 |  |  |  | 949 |  |  |  |  |  |  |  |  |  | (139 | ) |  |  | 738 |
Net Income |  |  |  |  |  |  |  | $ | 240 |  |  | $ | 2,752 |  |  |  |  |  |  |  |  | $ | 1,110 |  |  | $ | 1,983 |

Note 18 – Fair Value

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

We are currently performing the analysis needed to finalize the determination of the fair values and useful lives of the intangible assets we acquired as part of our acquisition of MTEX and the final purchase price for that acquisition, including the fair value of the contingent consideration. The fair value of the contingent consideration involves significant inputs not observable in the market and is therefore considered a Level 3 measurement. Refer to Note 3, “Acquisition,” for a discussion of fair value as it relates to our acquisition of MTEX.
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:

|  | November 2, 2024 |
|  | Fair Value Measurement |  |  |  |
(In thousands) |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Carrying Value |
Long-Term debt and related current maturities |  | $ | — |  |  | $ | — |  |  | $ | 27,451 |  |  | $ | 27,451 |  |  | $ | 27,493 |

|  | January 31, 2024 |
|  | Fair Value Measurement |  |  |  |
(In thousands) |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Carrying Value |
Long-Term debt and related current maturities |  | $ | — |  |  | $ | — |  |  | $ | 13,026 |  |  | $ | 13,026 |  |  | $ | 12,972 |

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.

22

Note 19 - Restructuring

On July 26, 2023, we adopted a restructuring plan for our Product Identification segment. As part of the restructuring plan, we transitioned a portion of the printer manufacturing within our Product Identification segment from our facilities in 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 Product Identification segment products. As part of the restructuring plan, we consolidated certain of our international Product Identification sales and distribution facilities, streamlined our channel partner network, and also made targeted reductions to our workforce. As of January 31, 2024, we completed this plan.

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 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 was included in other accrued expenses in the condensed consolidated balance sheet as of October 28, 2023, and was paid by the end of fiscal 2024.

The following table summarizes restructuring costs included in the accompanying condensed consolidated statement of income for the nine months ended October 28, 2023:

(in thousands) |  |  |
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 fiscal 2024 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 fiscal 2024, 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 began to work with our customers to either repair or replace the affected printers and did this on a gradual basis beginning in the second quarter of fiscal 2024 through March 2024. The initial estimated costs associated with this program at July 29, 2023 were $0.9 million, which included the cost of parts, labor and travel. Those costs were recognized and recorded in the second quarter of fiscal 2024 and are included in cost of revenue in the accompanying consolidated statement of income for the three and nine months ended October 28, 2023.

This program was concluded by the end of fiscal 2024 and there was no balance in the related liability for this program at January 31, 2024.

23

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, 2024.

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.

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 May 4, 2024, we entered into an agreement to acquire MTEX New Solution, S.A., (“MTEX”), a Portugal-based manufacturer of digital printing equipment that address a wide variety of markets and application including textiles, packaging, labeling, apparel, footwear and more. We reported MTEX as a part of our PI segment as of the May 6, 2024 closing date. Refer to Note 3, “Acquisition” in our condensed consolidated financial statements located elsewhere in this report for further details.

Results of Operations

Three Months Ended November 2, 2024 vs. Three Months Ended October 28, 2023

Revenue by segment and current quarter percentage change over the prior year for the three months ended November 2, 2024 and October 28, 2023 were:

(Dollars in thousands) |  | November 2, 2024 |  |  | As a % of Revenue |  |  | October 28, 2023 |  |  | As a % of Revenue |  |  | % Change Compared to Prior Year |
PI |  | $ | 26,317 |  |  |  | 65.1 | % |  | $ | 26,543 |  |  |  | 70.7 | % |  |  | (0.9 | )%
T&M |  |  | 14,105 |  |  |  | 34.9 | % |  |  | 11,006 |  |  |  | 29.3 | % |  |  | 28.2 | %
Total |  | $ | 40,422 |  |  |  | 100.0 | % |  | $ | 37,549 |  |  |  | 100.0 | % |  |  | 7.7 | %

Revenue for the third quarter of the current year was $40.4 million, representing a 7.7% increase compared to the previous year's third quarter revenue of $37.5 million. Revenue through domestic channels for the third quarter of the current year was $23.5 million, an increase of 12.1% from the prior year’s third quarter domestic revenue of $21.0 million. International revenue for the third quarter of the current year was $16.9 million, representing 41.9% of our third quarter revenue and reflecting a 2.1% increase from the previous year's third quarter international revenue. International revenue for the third quarter of the current year reflected a favorable foreign exchange rate impact of $0.2 million.

Hardware revenue in the third quarter of the current year was $11.6 million, a $1.2 million or 9.7% decrease compared to the prior year’s third quarter hardware revenue of $12.9 million. The current quarter decrease is primarily attributable to a $0.9 million or 16.1% compared to the same period in the prior year, decline in hardware sales in the PI segment. The decrease in the current quarter was also impacted by a $0.4 million or 4.9% decline in hardware sales in the T&M segment. The overall decrease in hardware sales

24

was partially offset by the contribution of hardware sales of $1.0 million from our newly acquired subsidiary, MTEX, and an increase in aerospace printer hardware sales in the T&M segment.

Supplies revenue in the third quarter of the current year was $20.9 million, a $0.9 million or 4.7% increase compared to the prior year’s third quarter supplies revenue of $20.0 million. The current quarter increase in supplies revenue is primarily attributable to an increase in sales of Trojan Label supplies in the PI segment. The contribution of supplies sales of $0.6 million from MTEX and increased sales of paper supplies in T&M’s aerospace product line also impacted the overall increase in supplies revenue for the current quarter. The increase in supplies revenue was partially offset by a decline in supplies sales in both our QuickLabel and Astro Machine product lines in the PI segment.

Service and other revenues of $7.9 million in the current quarter increased $3.2 million or 67.5% compared to service and other revenues of $4.7 million in the third quarter of the prior year. The increase in current quarter service and other revenue was primarily attributable to a $3.3 million, or 123.9% compared to the same period in the prior year, increase in aerospace parts and repair revenue in the T&M segment. Also factoring into the overall increase in service and other revenue was the contribution from MTEX in the PI segment.

The current year's third quarter gross profit was $13.7 million, a 7.2% decrease compared to the prior year’s third quarter gross profit of $14.8 million. Current quarter gross profit margin of 33.9% reflects a 5.5 percentage point decrease from the prior year’s third quarter gross profit margin of 39.4%. The lower gross profit margin for the current quarter compared to the prior year’s third quarter is primarily attributable to higher variance and period costs in the current quarter.

Operating expenses for the current quarter were $12.5 million, a $2.3 million or 22.5% increase compared to the prior year’s third quarter operating expenses of $10.2 million. The increase in operating expenses for the current quarter was largely impacted by the $1.3 million of operating costs at MTEX. Current quarter selling and marketing expenses were $6.8 million, a 17.5% increase compared to the third quarter of the prior year. The increase for the current quarter was primarily due to increases in AstroNova’s legacy business for wages, travel and entertainment, and other expenses, which were partially offset by declines in commissions, outside service and employee bonus expenses. Current quarter general and administrative (“G&A”) expenses were $3.9 million, a 41.0% increase compared to the third quarter of the prior year, primarily due to an increase in AstroNova’s legacy business for wages, outside services, which includes MTEX acquisition costs, and an increase in professional fees, partially offset by a decline in employee bonuses. Research and development (“R&D”) expenses were $1.8 million in the current quarter, a 9.5% increase compared to the third quarter of the prior year, primarily due to increases in outside testing and supplies and repairs expenses. R&D spending as a percentage of revenue for the current quarter was 4.6% as compared to 4.5% for the same period in the prior year.

We recognized a federal, state and foreign income tax provision for the third quarter of the current year of $34,000 resulting in an effective tax rate of 12.4%. The effective tax rate in this period was directly impacted by the return to provision associated with our fiscal 2024 federal tax return which resulted in a $157,000 decrease to tax expense, and a tax benefit of $56,000 related to the foreign return to provision differences. During the three months ended October 28, 2023, we recognized a federal, state and foreign income tax expense 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.

We reported net income of $0.2 million or $0.03 per diluted share for the third quarter of the current year. Net income and net income per diluted share for the quarter ended November 2, 2024 were impacted by transaction costs of $0.3 million ($0.3 million net of tax or $0.03 per diluted share), related to the MTEX acquisition. On a comparable basis, net income for the prior year’s third quarter was $2.8 million or $0.37 per diluted share.

25

Nine Months Ended November 2, 2024 vs. Nine Months Ended October 28, 2023

Revenue by segment and current period percentage change over the prior year for the nine months ended November 2, 2024 and October 28, 2023 were:

(Dollars in thousands) |  | November 2, 2024 |  |  | As a % of Revenue |  |  | October 28, 2023 |  |  | As a % of Revenue |  |  | % Change Compared to Prior Year |
Product Identification |  | $ | 76,667 |  |  |  | 67.3 | % |  | $ | 77,416 |  |  |  | 71.4 | % |  |  | (1.0 | )%
T&M |  |  | 37,255 |  |  |  | 32.7 | % |  |  | 31,077 |  |  |  | 28.6 | % |  |  | 19.9 | %
Total |  | $ | 113,922 |  |  |  | 100.0 | % |  | $ | 108,493 |  |  |  | 100.0 | % |  |  | 5.0 | %

Revenue for the first nine months of the current year was $113.9 million, representing a 5.0% increase compared to the previous year’s first nine months of revenue of $108.5 million. Revenue through domestic channels for the first nine months of the current year was $66.8 million, an increase of 8.2% from prior year’s domestic revenue of $61.8 million. International revenue for the first nine months of the current year was $47.1 million, a 0.8% increase from the previous year’s international revenue of $46.7 million. There was no foreign exchange rate impact on international revenue for the first nine months of the current year.

Hardware revenue in the first nine months of the current year was $32.9 million, a $2.9 million or 8.2% decrease compared to the prior year’s first nine months hardware revenue of $35.8 million. The current year's decrease is primarily attributable to the decline in hardware sales in the PI segment, as current year hardware sales in the PI segment were $12.7 million, a decrease of $3.2 million or 20.0% compared to the previous year's PI hardware sales of $15.9 million. This decrease was primarily the result of a delayed release of an OEM printer within our Astro Machine product line. The decrease in PI hardware sales was partially offset by the contribution of hardware of our MTEX business. T&M hardware sales for the current year were $20.2 million, a 1.2% increase from the prior year’s T&M hardware sales of $19.9 million, due to an increase in hardware sales in our aerospace printer product lines.

Supplies revenue in the first nine months of the current year was $61.9 million, representing a $3.1 million or 5.3% increase over the prior year’s first nine months supplies revenue of $58.7 million, as supplies revenue increased in both the PI and T&M segments in the current year. The increase was primarily due to an increase in supplies sales of our Trojan Label products and the contribution of supplies sales from MTEX, both in the PI segment. Also contributing to the increase in the current year’s supplies revenue was an increase in paper revenue for the aerospace printer product line in the T&M segment. The overall increase in supplies revenue for the current quarter was partially offset by a decline in QuickLabel supplies sales in the PI segment.

Service and other revenues were $19.2 million in the first nine months of the current year, a $5.2 million or 37.5% increase compared to the prior year’s first nine months of service and other revenues of $13.9 million. The increase is due primarily to a $5.1 million or 63.6% increase in parts and repairs revenue in the aerospace printer product line in the T&M segment due to a large backlog of replacement parts that were shipped during the current year.

Gross profit for the first nine months of the current year was $40.0 million, an 8.5% increase compared to the prior year’s gross profit of $36.9 million. Our gross profit margin of 35.1% in the current year reflects a 1.1 percentage point increase from the prior year’s first nine months gross profit margin of 34.0%. The increase in gross profit margin for the current year compared to the prior year is primarily attributable to higher sales, $2.1 million of restructuring costs and $0.9 million of product retrofit costs recognized in the prior year that did not repeat in the current year.

Operating expenses for the first nine months of the current fiscal year were $36.3 million, a $4.3 million or a 13.6% increase compared to the prior year’s first nine months operating expenses of $32.0 million. The increase in operating expenses for the current year was largely impacted by $2.6 million of operating costs at MTEX. Selling and marketing expenses for the current year were $19.1 million, an increase of 3.7% compared to the previous year’s $18.5 million. The increase for the current year was primarily due to increases in employee wages, travel and entertainment and advertising and trade show expenses, partially offset by the impact of restructuring costs that were unique to the prior year. General & administrative (“G&A”) expenses increased 45.0% to $12.3 million in the first nine months of the current year compared to $8.5 million in the first nine months of the prior year, primarily due to an increase in outside services fees, which includes MTEX acquisition costs and CFO transition costs. Also contributing to the increase in G&A expenses were increases in employee wages and benefits, and professional fees. R&D spending in the first nine months of the current year was $4.9 million, a 3.4% decrease compared to the prior year’s first nine months R&D spend of $5.0 million, which was primarily due to the decline in employee wages, and was partially offset by increases in fees for outside services, testing and consulting and supplies and repairs fees. Current year spending on R&D represents 4.3% of revenue compared to the prior year’s first nine months level of 4.6%.

We recognized a $0.1 million income tax benefit for the first nine months of the current fiscal year, resulting in an effective tax rate of (14.3)%. The effective tax rate in this period was directly impacted by a $281,000 tax benefit related to a previously unrecorded reduction in our future income tax payable balance that should have been discretely recognized in the fourth quarter of fiscal year 2024, netted against the tax expense related to amending our fiscal year 2023 federal tax return and the current quarter tax

26

benefit related to the return to provision associated with our fiscal year 2024 federal tax return. Additional impacts on the effective tax rate include a $218,000 tax benefit related to foreign return to provision differences and an $88,000 tax benefit arising from windfall tax benefits related to our stock. We recognized $0.7 million of income tax expense for the first nine months of the prior 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 our stock, and a $18,000 tax expense related to foreign return to provision differences.

We reported net income of $1.1 million, or $0.15 per diluted share, for the first nine months of the current year. Net income and net income per diluted share for the nine months ended November 2, 2024 were impacted by an inventory step up cost of $0.2 million ($0.1 million net of tax or $ 0.01 per diluted share) and transaction costs of $0.9 million ($0.7 million net of tax or $0.09 per diluted share), both related to the MTEX acquisition and CFO transition charges of $0.4 million ($0.3 million net of tax or $0.05 per diluted share). On a comparable basis, we reported a net income of $2.0 million, or $0.27 per diluted share, for the first nine months of the prior 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 our restructuring plan and expense of $0.9 million ($0.7 million net of tax or $0.09 per diluted share) related to our product retrofit program.

Segment Analysis

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

|  | Three Months Ended |  |  | Nine Months Ended |
|  | Revenue |  |  | Segment Operating Profit |  |  | Revenue |  |  | Segment Operating Profit |
(In thousands) |  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |  |  | November 2, 2024 |  |  | October 28, 2023 |
PI |  | $ | 26,317 |  |  | $ | 26,543 |  |  | $ | 1,868 |  |  | $ | 4,794 |  |  | $ | 76,667 |  |  | $ | 77,416 |  |  | $ | 7,208 |  |  | $ | 6,848 |
T&M |  |  | 14,105 |  |  |  | 11,006 |  |  |  | 3,251 |  |  |  | 2,558 |  |  |  | 37,255 |  |  |  | 31,077 |  |  |  | 8,806 |  |  |  | 6,548 |
Total |  | $ | 40,422 |  |  | $ | 37,549 |  |  |  | 5,119 |  |  |  | 7,352 |  |  | $ | 113,922 |  |  | $ | 108,493 |  |  |  | 16,014 |  |  |  | 13,396 |
General and Administrative Expenses |  |  |  |  |  |  |  |  | 3,855 |  |  |  | 2,734 |  |  |  |  |  |  |  |  |  | 12,343 |  |  |  | 8,514 |
Operating Income |  |  |  |  |  |  |  |  | 1,264 |  |  |  | 4,618 |  |  |  |  |  |  |  |  |  | 3,671 |  |  |  | 4,882 |
Interest Expense |  |  |  |  |  |  |  |  | 944 |  |  |  | 630 |  |  |  |  |  |  |  |  |  | 2,363 |  |  |  | 1,919 |
Other (Income)/Expense, net |  |  |  |  |  |  |  |  | 46 |  |  |  | 287 |  |  |  |  |  |  |  |  |  | 337 |  |  |  | 242 |
Income Before Income Taxes |  |  |  |  |  |  |  |  | 274 |  |  |  | 3,701 |  |  |  |  |  |  |  |  |  | 971 |  |  |  | 2,721 |
Income Tax Provision (Benefit) |  |  |  |  |  |  |  |  | 34 |  |  |  | 949 |  |  |  |  |  |  |  |  |  | (139 | ) |  |  | 738 |
Net Income |  |  |  |  |  |  |  | $ | 240 |  |  | $ | 2,752 |  |  |  |  |  |  |  |  | $ | 1,110 |  |  | $ | 1,983 |

Product Identification-PI

During the second quarter of the current year we acquired MTEX, a Portugal-based manufacturer of digital printing equipment. Since the closing of that transaction on May 6, 2024, MTEX is reported as a part of our PI segment. Although we remain very excited about the opportunities created by MTEX’s complementary product portfolio and anticipate improved overall business and enhanced customer service as we integrate MTEX’s advanced technology across other areas of our product portfolio, the integration of MTEX has been more time-consuming and resource-intensive than we originally anticipated. In the course of integrating MTEX into our operations, we have discovered certain facts that we believe may constitute breaches of the representations and warranties included in the definitive agreements governing our acquisition of MTEX. We are continuing to investigate these matters and are seeking remedies from the seller under those agreements. In the third quarter of the current year, MTEX had an operating loss of $1.1 million on revenue of $1.7 million and year-to-date revenue of $2.5 million and an operating loss of $2.4 million. Corporate expense for the third quarter of the current year has increased $1.1 million or 41.0% compared to the same period of the prior year primarily as a result of $0.3 million of MTEX G&A expenses that are not allocated to any segment and $0.3 million of fees related to the acquisition of MTEX. Corporate expense for the first nine months of the current year have increased $3.8 million or 45.0% compared to the prior year primarily as a result of $0.7 million of MTEX G&A expenses that are not allocated to any segment, $0.9 million of fees related to the acquisition of MTEX and $0.4 million of CFO transition charges.

Revenue from the PI segment decreased $0.2 million or 0.9%, in the third quarter of the current year, with revenue of $26.3 million compared to $26.5 million in the same period of the prior year. The current quarter decrease is primarily attributable to a decrease in sales of legacy PI hardware and supply products and a delayed release of an OEM printer within our Astro Machine product line. Initially slated for release in the third quarter, due to the need for additional development time, shipments of the printer did not begin until early in the fourth quarter of the current year. The decline in current quarter revenue was partially offset by an increase in supplies sales in the Trojan Label product line and the contribution of sales of $1.7 million from MTEX. We expect revenue growth will become positive going forward as the delayed shipments of Astro Machine products will be made in the fourth quarter of the current year, along with the continuing contribution from the MTEX acquisition. The PI segment recognized current quarter segment operating income of $1.9 million, reflecting a profit margin of 7.1%. This compares to the prior year’s third quarter

27

segment profit of $4.8 million and related margin of 18.1%. The decrease in the current year third quarter PI segment operating profit and margin is primarily due to higher costs in the 2024 period, in part associated with the MTEX acquisition, product mix, lower sales volume in Europe and the delayed Astro Machine product release.

Revenue from the PI segment decreased by $0.7 million or 1.0% to $76.7 in the first nine months of the current year from $77.4 million in the same period of the prior year. The current year decrease is primarily attributable to a decrease in sales of legacy PI hardware products and a delayed release of an OEM printer within our Astro Machine product line. The decline in current quarter revenue was partially offset by an increase in supplies sales in the Trojan Label product line and the contribution of $2.5 million of sales from MTEX . The current year's first nine months of PI segment operating profit was $7.2 million with a profit margin of 9.4%, compared to the first nine months of the prior year’s segment operating profit of $6.8 million and related profit margin of 8.8%. The increase in current year's PI segment operating profit and margin is primarily due to higher sales, lower manufacturing and period expenses as a result of the impact of the fiscal 2024 restructuring plan and product retrofit program costs that were incurred in the prior year and a favorable product mix.

Test & Measurement—T&M

Revenue from the T&M segment was $14.1 million for the third quarter of the current fiscal year, representing a $3.1 million or 28.2% increase compared to revenue of $11.0 million for the same period in the prior year. The increase in revenue for the current quarter is primarily attributable to an increase in sales of certain of our new, more advanced Tough Writer-branded printers in the aerospace printer product line, as well as increases in supplies, parts and repairs revenue also in our aerospace product lines. Our aerospace product line continues to benefit from strong demand across the commercial aviation sector. The demand for aircraft is increasing due to the recovery of global air travel to pre-pandemic levels and the need for fleet modernization. Airlines are expanding and upgrading their fleets to accommodate rising passenger numbers and to improve efficiency through fuel-saving technologies and, as a result, aircraft manufacturers are increasing production rates to address significant backlogs of orders ,although this trend was tempered in the third quarter of the current year by a machinists’ strike affecting our customer, The Boeing Company. T&M’s third quarter segment operating profit was $3.3 million, reflecting a profit margin of 23.0%, compared to the prior year third quarter segment operating profit of $2.6 million and related operating margin of 23.2%. The decrease in T&M’s current year third quarter segment operating profit margin is due to an increase in manufacturing variance costs and operating expenses.

Revenue from the T&M segment was $37.3 million for the first nine months of the current fiscal year, a $6.2 million or 19.9% increase compared to sales of $31.1 million for the same period in the prior year. The increase in revenue for the current year was primarily attributable to increased parts and repairs revenue in our aerospace product lines as a result of increased aerospace printer product unit volume. Also contributing to the current year increase was an increase in sales of aerospace printers and related supplies. Demand for printers, especially for narrow-body aircraft, has increased due to the post-pandemic recovery in air travel demand, which has driven new orders of airplanes and a corresponding increase in production rates. T&M’s first nine months of segment operating profit of $8.8 million resulted in a 23.6% operating margin compared to the prior year’s segment operating profit of $6.5 million and related operating margin of 21.1%. The increase in T&M’s current year segment operating profit and related margin is due to higher sales and a favorable product mix.

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 revolving credit facility will support our anticipated needs. Additionally, as discussed below, we entered into a revised credit agreement with our lender to finance our acquisition of MTEX. In fiscal 2025 (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 credit agreement, to the degree practicable and as constrained by supply chain management challenges.

In connection with our acquisition of MTEX, on May 6, 2024, we entered a Third Amendment to Amended and Restated Credit Agreement (the “Amendment”) with Bank of America, N.A., as lender (the “Lender”). The Amendment amended the Amended and Restated Credit Agreement dated as of July 30, 2020, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2021, the LIBOR Transition Amendment, dated as of December 14, 2021, the Second Amendment to Amended and Restated Credit Agreement dated as of August 4, 2022, and the Joinder Agreement relating to Astro Machine dated as of August 26, 2022 (as so amended, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by the

28

Amendment, the “Amended Credit Agreement”), between AstroNova, Inc. as the borrower, Astro Machine as a guarantor, and the Lender.

The Amended Credit Agreement provides for (i) a new term loan to AstroNova, Inc.in the principal amount of EUR 14.0 million (the “Term A-2 Loan”), which term loan is in addition to the existing term loan (the “Existing Term Loan”) outstanding under the Existing Credit Agreement in the principal amount of approximately $12.3 million as of the effective date of the Amendment, and (ii) an increase in the aggregate principal amount of the revolving credit facility available to AstroNova, Inc. from $25.0 million to $30.0 million until January 31, 2025, upon and after which the aggregate principal amount of the revolving credit facility will reduce to $25.0 million. At the closing of the Amendment, we borrowed the entire EUR 14.0 million Term A-2 Loan, EUR 3.0 million under the revolving credit facility, and a US dollar amount under the revolving credit facility that was converted to Euros to satisfy the entire purchase price for MTEX payable on the closing date. The revolving credit facility may otherwise be used for general corporate purposes. The 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.

At November 2, 2024 our cash and cash equivalents were $4.4 million. We have borrowed $20.1 million on our revolving line of credit with Bank of America and have $9.9 million available for borrowing under that facility as of November 2, 2024. Additionally, our recent MTEX acquisition has a EUR 0.5 million ($0.5 million) available line of credit with Caixa Central de Crédito Agricola Mutuo. This credit line was established in December 2023 and is renewable every six months. There was EUR 0.1 million ($0.1 million) outstanding on this line of credit as of November 2, 2024.

Indebtedness

Term Loan

The Amended Credit Agreement requires that the Term A-2 Loan be paid in quarterly installments on the last day of each of our fiscal quarters through April 30, 2027 in the principal amount of EUR 583,333 each, and the entire then-remaining principal balance of the Term A-2 Loan is required to be paid on August 4, 2027. The Amended Credit Agreement requires that the remaining balance of the Existing Term Loan be paid in quarterly installments on the last day of each of our fiscal quarters through April 30, 2027 in the principal amount of $675,000 each, and the entire then remaining principal balance of the term loan is required to be paid on August 4, 2027. We may voluntarily prepay the Term A-2 Term Loan or the Existing 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 net cash proceeds from certain dispositions of property, certain issuances of equity, certain issuances of additional debt and certain extraordinary receipts.

Amounts repaid under the revolving credit facility may be reborrowed, subject to our continued compliance with the Amended Credit Agreement. No amount of the Term A-2 Loan or the Existing Term Loan that is repaid may be reborrowed.

The Term A-2 Loan bears interest at a rate per annum equal to the EURIBOR rate as defined in the Amended Credit Agreement, plus a margin that varies within a range of 1.60% to 2.50% based on our consolidated leverage ratio. The Existing Term Loan and revolving credit loans bear interest at a rate per annum equal to, at our option, either (a) the Term SOFR rate as defined in the Amended Credit Agreement (or, in the case of revolving credit loans denominated in Euros or another currency other than U.S. Dollars, the applicable quoted rate), plus a margin that varies within a range of 1.60% to 2.50% 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 Term SOFR 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 and a minimum consolidated fixed charge coverage ratio, certain of the provisions of which were modified by the Amendment; the minimum consolidated asset coverage ratio under the Existing Credit Agreement was eliminated by the Amendment. 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

29

forth in the Amended Credit Agreement, certain of which provisions were modified by the Amendment. As of November 2, 2024, 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 Scandinavia ApS, AstroNova GmbH, AstroNova SAS and the Purchaser), subject to certain exceptions, and by a mortgage on our owned real property in West Warwick, Rhode Island, and are guaranteed by, and secured by substantially all of the personal property assets of Astro Machine.

Equipment Loan

In January 2024, we entered into a secured equipment loan facility agreement with Banc of America Leasing & Capital, LLC and borrowed the principal amount of $0.8 million thereunder for the financing of our purchase of production equipment. The loan matures on January 23, 2029, and bears interest at a fixed rate of 7.06%.

Assumed Financing Obligations of MTEX

In connection with the purchase of MTEX, on the May 6, 2024 closing date of this acquisition we assumed certain existing financing obligations of MTEX that remain outstanding as of November 2, 2024. The long-term debt obligations of MTEX that remain outstanding include a term loan ( the “MTEX Term Loan”) pursuant to the agreement dated December 22, 2023, (the “MTEX Term Loan Agreement”) between MTEX and Caixa Central de Crédito Agricola Mutuo. The MTEX Term Loan provides for a term loan in the principal amount of EUR 1.5 million ($1.6 million) and requires monthly principal and interest payments totaling EUR 17,402 ($18,795) commencing in October 2024 continuing through maturity on December 21, 2033, and bears interest at a fixed rate of 6.022% per annum.

MTEX has also received government assistance in the form of interest-free loans from government agencies located in Portugal (the “MTEX Government Grant Term Loans”). The MTEX Government Grant Term Loans are to be repaid to the applicable government agencies and are classified as long-term debt. The current balance of the MTEX Government Grants Term Loans as of November 2, 2024 is EUR 1.0 million ($1.1 million). The MTEX Government Grant Term Loans provide interest-free financing so long as monthly principal payments are made. In the event that MTEX and the applicable government agency renegotiate the payment dates, interest will be calculated according to a rate determined by the government agency as of the date of renegotiation and added to the outstanding principal payments. The MTEX Government Grants Term Loans mature between December 2024 and January 2027.

Additionally, we assumed short-term financing obligations of MTEX that remain outstanding as of November 2, 2024, including letters of credit, maturing term loans, and financing arrangements for working capital classified as debt.

Cash Flow

Our statements of cash flows for the nine months ended November 2, 2024 and October 28, 2023 are included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Net cash provided by operating activities was $2.3 million for the first nine months of fiscal 2025 compared to $5.9 million for the same period of the previous year. The decrease in net cash provided by operations for the first nine months of the current year is primarily due to lower net income offset by a slight increase in cash provided by working capital. Cash provided by operating activities for the first nine months of fiscal 2024 was impacted by $2.0 million of non-cash restructuring costs.

Our accounts receivable balance increased to $25.2 million at the end of the third quarter of fiscal 2025 compared to $23.1 million at year end. Excluding the impact of the MTEX acquisition, accounts receivable decreased $1.6 million from year end. Days sales outstanding for the third quarter of the current year increased to 56 days compared to 52 days at year end due to increased aerospace sales which have longer payment terms. Our inventory balance was $48.6 million at the end of the third quarter of fiscal 2025, an increase compared to $46.4 million at year end. Excluding the impact of the MTEX acquisition, inventories decreased $1.4 million from year end. Inventory days on hand decreased to 164 days at the end of the current quarter from 168 days at the prior year end.

Our cash position at November 2, 2024, was $4.4 million compared to $4.5 million at year end. The slight decrease in cash during the current quarter was primarily a result of lower cash from operations and cash outflows during the current year, including $19.1 million for the acquisition of MTEX, principal payments on our long term-debt of $6.7 million, payment of our guaranteed

30

royalty obligation of $1.2 million, and cash used for capital expenditures of $1.1 million, which were partially offset by cash inflows during the current year including proceeds from our long-term debt of $15.1 million and net borrowings on our revolving line of credit of $10.8 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, 2024, 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, 2024.

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 lingering 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 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 MTEX, 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; (t) the risk that we may not be able to ship delayed hardware items on the timeline we expect or at all; and (u) all other risks included under “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. We assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

31

It em 3. Quantitative and Qualitative Disclosures About Market Risk

During the nine months ended November 2, 2024, 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, 2024.

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.

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of November 2, 2024 as a result of the material weakness in our internal control over financial reporting described below.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As reported in Item 9A of our Annual Report on Form 10-K for the year ended January 31, 2024, our management concluded that our internal control over financial reporting was ineffective because of the following material weakness:

As of January 31, 2024, we did not design or maintain an effective control environment to ensure the accurate and timely reporting of transactions related to our Astro Machine subsidiary, which was acquired August 4, 2022.

Plan for Remediation of Material Weakness

Our management has discussed the identified material weakness with the Audit Committee of our Board of Directors. Subsequent to January 31, 2024, we began to implement measures designed to improve internal control over financial reporting and to remediate our material weakness, and we implemented our NetSuite ERP system at our Astro Machine subsidiary, at the beginning of September 2024. We are currently in the process of evaluating and testing this system to ensure that all controls related to this implementation are operating as documented and are effective.

Our management believes that when completed, the measures described above will be sufficient to remediate the identified material weakness and strengthen our overall internal control over financial reporting. As our management continues to evaluate and work to enhance our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify some of the remediation measures described above. The identified material weakness will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

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 November 2, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportin g.

32

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, 2024, 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.

Except as set forth 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, 2024.

W e may not realize the anticipated benefits of past or future acquisitions, divestitures and strategic partnerships, and integration of acquired companies or divestiture of businesses may negatively impact our overall business.

We have made strategic investments in other companies, products and technologies, including our August 2022 acquisition of Astro Machine LLC and our May 2024 acquisition of MTEX. We will continue to identify and pursue acquisitions of complementary companies and strategic assets, such as customer bases, products and technology. However, there can be no assurance that we will be able to identify suitable acquisition opportunities. In any acquisition that we complete, we cannot be certain that:

• We will successfully integrate the operations of the acquired business with our own;
• All the benefits expected from such integration will be realized;
• Management’s attention will not be diverted or divided, to the detriment of current operations;
• Amortization of acquired intangible assets or possible impairment of acquired intangibles will not have a negative impact on operating results or other aspects of our business;
• Delays or unexpected costs related to the acquisition will not have a detrimental impact on our business, operating results and financial condition;
• Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse impact on our reputation;
• We will successfully implement effective disclosure controls and internal controls over financial reporting at the acquired business in a timely fashion; and
• Respective operations, management and personnel will be compatible.

For example, in the Astro Machine business, revenues are concentrated in a relatively small number of customers. Failure to satisfy the delivery requirements of those customers or to adequately respond to their evolving product requirements could cause us to lose one or more customers which would have a material adverse impact on our financial condition and results of operation due to lower revenue and could result in intangible asset impairment. We have also faced challenges in our efforts to integrate MTEX and Astro Machine into our operations, such as the material weakness we identified relating to our failure to design and maintain an effective control environment to ensure the accurate and timely reporting of transactions of our Astro Machine business.

In certain instances, as permitted by applicable law and NASDAQ rules, acquisitions, such as the Astro Machine acquisition, may be consummated without seeking and obtaining shareholder approval, in which case shareholders will not have an opportunity to consider and vote upon the merits of such an acquisition. Although we will endeavor to evaluate the risks inherent in an acquisition, there can be no assurance that we will properly ascertain or assess such risks.

33

We may also divest certain businesses from time to time. Divestitures will likely involve risks, such as difficulty splitting up businesses, distracting employees, potential loss of revenue and negatively impacting margins, and potentially disrupting customer relationships. A successful divestiture depends on various factors, including our ability to:

• Effectively transfer assets, liabilities, contracts, facilities and employees to the purchaser;
• Identify and separate the intellectual property to be divested from the intellectual property that we wish to keep; and
• Reduce fixed costs previously associated with the divested assets or business.

All of these efforts require varying levels of management resources, which may divert our attention from other business operations. Further, if market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions.

If we are not able to successfully integrate or divest businesses, products, technologies or personnel that we acquire or divest, or are not able to realize the expected benefits of our acquisitions, divestitures or strategic partnerships, our business, results of operations and financial condition could be adversely affected.

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 |  |  | — |  |  | $ | — |  |  |  | — |  |  |  | — |
October 1 - October 31 |  |  | — |  |  | $ | — |  |  |  | — |  |  |  | — |

34

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.
10.1 | Amendment to Separation Agreement dated August 5, 2024, between the Company and David S. Smith filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, event date August 5, 2024, filed with the SEC on August 8, 2024 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
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

35

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 12, 2024 |  | By | /s/ Gregory A. Woods
|  |  | Gregory A. Woods,
|  |  | President and Chief Executive Officer
|  |  | (Principal Executive Officer)
|  | By | /s/ Thomas DeByle
|  |  | Thomas DeByle,
|  |  | Vice President, Chief Financial Officer and Treasurer
|  |  | (Principal Accounting Officer and Principal Financial Officer)

36