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Credit Agreement and Long-Term Debt
 9 Months Ended
Oct. 31, 2025
Debt Disclosure [Abstract]  
Credit Agreement and Long-Term Debt

Note 9 – Credit Agreement and Long-Term Debt

On October 31, 2025, we entered into a Sixth Amendment to Amended and Restated Credit Agreement (the “Amendment”) with Bank of America, N.A., as lender (the “Lender”). The Amendment amended and otherwise modified the Amended and Restated Credit Agreement dated as of July 30, 2020, as previously amended and otherwise modified, including, but not limited to, by the Fifth Amendment to Amended and Restated Credit Agreement and Waiver Agreement dated as of September 8, 2025 (such Amended and Restated Credit Agreement, as so previously amended and otherwise modified, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended and otherwise modified by the Amendment, the “Amended Credit Agreement”), among the Company as borrower, Astro Machine Corporation (“Astro Machine”) as guarantor, and the Lender.

The Amended Credit Agreement provides for, among other modifications of the Existing Credit Agreement, (i) an increase in the aggregate principal amount of the revolving credit facility commitment thereunder from $25,000,000 to $27,500,000 until July 31, 2026, after which the aggregate principal amount of the revolving credit facility will reduce to $25,000,000; (ii) an extension of the maturity date of the revolving credit facility thereunder from August 4, 2027 to August 4, 2028; and (iii) the refinancing of the existing term loans under the Existing Credit Agreement into a new term loan in the principal amount of $10,000,000 (the “Term Loan”) and a new term A-2 loan in the principal amount of $9,720,000 (the “Term A-2 Loan”). At the closing of the Amendment, we borrowed the entire $10,000,000 Term Loan, the entire $9,720,000 Term A-2 Loan and $1,500,000 under the revolving credit facility. The proceeds of such borrowings were used primarily to repay and refinance in full the existing term loans under the Existing Credit Agreement and to pay certain related transaction costs. The revolving credit facility may otherwise be used for general corporate purposes.

Under the Amended Credit Agreement, revolving credit loans may continue to be borrowed, at the Company’s option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Kroner.

The Amended Credit Agreement requires that the Term Loan be paid in quarterly installments on the last day of each fiscal quarter of the Company (commencing with the fiscal quarter ending January 31, 2026) through July 31, 2028, in the principal amount of $500,000 each, and the entire then-remaining principal balance of the Term Loan is required to be paid on August 4, 2028. The Amended Credit Agreement requires that the Term A-2 Loan be paid in monthly installments on the last day of each calendar month of the Company (commencing with November 2025) through July 31, 2035, in the principal amount of $40,500 each, and the entire then-remaining principal balance of the Term A-2 Loan is required to be paid on August 4, 2035. We may voluntarily prepay the Term Loan or the Term A-2 Loan, in whole or in part, from time to time without premium or penalty (other than customary breakage costs, if applicable). 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, 2028, and any outstanding revolving loans thereunder will be due and payable in full, and the remainder of the revolving credit facility will terminate, on such date. We may reduce or terminate the revolving credit facility at any time, subject to certain thresholds and conditions, without premium or penalty.

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

extraordinary receipts. If the revolving credit facility commitment is terminated in full for any reason (whether by scheduled maturity, required prepayment, acceleration, demand, optional termination, or otherwise), we are required to prepay the Term A-2 Loan in full concurrently with such termination.

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

The Term Loan, the Term A-2 Loan and revolving credit loans bear interest at a rate per annum equal to, at our option, (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 3.25% based on our consolidated leverage ratio, (b) the Daily Floating 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 3.25% based on our consolidated leverage ratio or (c) 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 2.25% based on our consolidated leverage ratio. In addition to certain other fees and expenses that are required to be paid by us 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 0.40% based on our consolidated leverage ratio.

We must comply with various customary financial and non-financial covenants under the Amended Credit Agreement, certain provisions of which covenants were modified by the Amendment. The financial covenants under the Amended Credit Agreement consist of a maximum consolidated leverage ratio that is tested on the last day of each fiscal quarter of the Company and a minimum consolidated fixed charge coverage ratio that is tested on the last day of each fiscal quarter of the Company; the minimum consolidated interim fixed charge 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 their capital stock, to repurchase or acquire our or their capital stock, to conduct mergers or acquisitions, to sell assets, to alter our or their capital structure, to make investments and loans, to change the nature of our or their business, and to prepay subordinated indebtedness, in each case subject to certain exceptions and thresholds as set forth in the Amended Credit Agreement. As of October 31, 2025, we believe we are in compliance with all of our 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 with respect to us.

Our obligations under the Amended Credit Agreement continue to be secured by substantially all of the personal property assets of the Company (including a pledge of the equity interests held by the Company in its subsidiaries ANI ApS, AstroNova GmbH, AstroNova SAS and AstroNova Portugal, Unipessoal, Lda), subject to certain exceptions, and are guaranteed by, and secured by substantially all of the personal property assets of, Astro Machine. Our obligations under the Amended Credit Agreement also continue to be secured by a mortgage on the Company’s owned real property in West Warwick, Rhode Island, and are also secured by a mortgage on Astro Machine’s owned real property in Elk Grove Village, Illinois, which mortgage was entered into in connection with the closing of the Amendment.

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 October 31, 2025. The long-term debt obligations of MTEX that remain outstanding include a term loan (the “MTEX Term Loan”) pursuant to an agreement dated December 22, 2023 (the “MTEX Term Loan Agreement”) between MTEX and Caixa Central de Crédito Agricola Mutuo. The current remaining balance for the MTEX Term Loan as of October 31, 2025, is EUR 1.4 million ($1.6 million). The MTEX Term Loan bears interest at a rate per annum equal to the

EURIBOR 12-month rate plus a 2% margin and requires monthly principal and interest payments of approximately EUR 17,000 ($20,000) 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. The balance of the MTEX Government Grant Term Loans as of October 31, 2025 is EUR 0.3 million ($0.4 million), of which EUR 0.2 million ($0.3 million) is classified as short-term debt and the remainder as long-term debt in the condensed consolidated balance sheet as of October 31, 2025. 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 at different dates through January 2027.

Additionally, we assumed short-term financing obligations of MTEX including letters of credit, maturing term loans, and financing arrangements for working capital classified as debt. As of October 31, 2025, all of these short-termed obligations assumed have been paid and none remain outstanding.

Summary of Outstanding Debt

Revolving Credit Facility

At October 31, 2025, we had an outstanding balance of $17.9 million under our revolving credit facility under the Amended Credit Agreement. The balance outstanding under the revolving credit facility bore interest at a weighted average rate of 7.03% and 7.10%, respectively, for the three and nine months ended October 31, 2025, and we incurred $0.3 million and $1.1 million, respectively, for interest on this obligation during the three and nine months ended October 31, 2025. Additionally, during the three and nine months ended October 31, 2025, we incurred $6,000 and $18,000, respectively, of commitment fees on the undrawn portion of our revolving credit facility. During the three and nine months ended November 2, 2024, 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. Both the interest expense and commitment fees are included as interest expense in the accompanying condensed consolidated statements of income (loss) for all periods presented. At October 31, 2025, $9.6 million remained available for borrowing under our revolving credit facility under the Amended Credit Agreement. Additionally, MTEX has a EUR 0.5 million ($0.6 million) available line of credit with Caixa Central de Crédito Agricola Mutuo. This credit line was established in December 2023 and is renewable every six months. There was EUR 0.2 million ($0.3 million) outstanding on this line of credit at October 31, 2025.

Long-Term Debt

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

 

(In thousands)

 

October 31, 2025

 

 

January 31, 2025

 

USD Term Loan (7.12% as of October 31, 2025); maturity date August 4, 2028

 

$

10,000

 

 

$

—

 

A-2 Term Loan USD (7.12% as of October 31, 2025); maturity date August 4, 2035

 

 

9,720

 

 

 

—

 

USD Term Loan (6.90% as of January 31, 2025); cancelled October 31, 2025

 

 

—

 

 

 

9,450

 

Euro Term Loan (5.38% as of January 31, 2025); cancelled October 31, 2025

 

 

—

 

 

 

12,719

 

MTEX Euro Term Loan (4.20% as of October 31, 2025 and 4.52% as of January 31, 2025); maturity date of December 21, 2033

 

 

1,568

 

 

 

1,514

 

MTEX Euro Government Grant Term Loan (0% as of October 31, 2025 and January 31, 2025); maturity dates through January 2027

 

 

394

 

 

 

876

 

Equipment Loan (7.06% Fixed Rate); maturity date of January 23, 2029

 

 

566

 

 

 

680

 

    Total Debt

 

$

22,248

 

 

$

25,239

 

    Less: Debt Issuance Costs, net of accumulated amortization

 

 

118

 

 

 

85

 

             Current Portion of Debt

 

 

3,152

 

 

 

6,110

 

Long-Term Debt

 

$

18,978

 

 

$

19,044

 

During the three and nine months ended October 31, 2025, we recognized interest expense on term debt of $0.3 million and $1.1 million, respectively, and during the three and nine months ended November 2, 2024, we recognized interest expense on term debt of $0.5 million and $1.2 million, respectively, which is recognized in the accompanying condensed consolidated statements of income (loss) for all periods presented.

The schedule of required principal payments remaining during the next five years on long-term debt outstanding as of October 31, 2025 is as follows:

 

(In thousands)

 

 

 

Fiscal 2026, remainder

 

$

857

 

Fiscal 2027

 

 

3,023

 

Fiscal 2028

 

 

8,365

 

Fiscal 2029

 

 

855

 

Fiscal 2030 and thereafter

 

 

9,148

 

 

$

22,248