
Part I. FINANCIAL INFORMATION Item 1. Financial Statements The company's unaudited condensed consolidated financial statements and accompanying notes are presented Unaudited Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (in thousands) | Item | July 31, 2025 | January 31, 2025 | | :--- | :--- | :--- | | Total Assets | $143,149 | $145,595 | | Total Liabilities | $67,363 | $69,845 | | Total Shareholders' Equity | $75,786 | $75,750 | | Cash and Cash Equivalents | $3,855 | $5,050 | | Accounts Receivable, net | $18,535 | $21,218 | | Inventories, net | $48,393 | $47,894 | | Revolving Line of Credit | $19,079 | $20,929 | | Long-Term Debt, net of current portion | $18,566 | $19,044 | Unaudited Condensed Consolidated Statements of Income (Loss) Condensed Consolidated Statements of Income (Loss) (in thousands, except per share data) | Item | Three Months Ended July 31, 2025 | Three Months Ended August 3, 2024 | Six Months Ended July 31, 2025 | Six Months Ended August 3, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $36,102 | $40,539 | $73,810 | $73,500 | | Gross Profit | $11,633 | $14,326 | $24,286 | $26,298 | | Operating Income (Loss) | $(708) | $1,061 | $(135) | $2,407 | | Net Income (Loss) | $(1,243) | $(311) | $(1,619) | $869 | | Net Income (Loss) per Common Share—Diluted | $(0.16) | $(0.04) | $(0.21) | $0.11 | Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Item | Three Months Ended July 31, 2025 | Three Months Ended August 3, 2024 | Six Months Ended July 31, 2025 | Six Months Ended August 3, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Income (Loss) | $(1,243) | $(311) | $(1,619) | $869 | | Foreign Currency Translation Adjustments | $47 | $343 | $1,022 | $146 | | Comprehensive Income (Loss) | $(1,196) | $32 | $(597) | $1,015 | Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity Changes in Shareholders' Equity (in thousands) | Item | January 31, 2025 | July 31, 2025 | | :--- | :--- | :--- | | Common Stock | $547 | $552 | | Additional Paid-in Capital | $64,215 | $65,023 | | Retained Earnings | $49,380 | $47,761 | | Treasury Stock | $(35,043) | $(35,223) | | Accumulated Other Comprehensive Loss | $(3,349) | $(2,327) | | Total Shareholders' Equity | $75,750 | $75,786 | - Retained Earnings decreased by $1,619 thousand from January 31, 2025, to July 31, 2025, primarily due to net losses incurred during the period15 - Accumulated Other Comprehensive Loss improved by $1,022 thousand, mainly driven by foreign currency translation adjustments1599 Unaudited Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended July 31, 2025 | Six Months Ended August 3, 2024 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $4,644 | $7,066 | | Net Cash Used for Investing Activities | $(107) | $(21,559) | | Net Cash Provided by (Used for) Financing Activities | $(5,968) | $14,576 | | Net (Decrease) Increase in Cash and Cash Equivalents | $(1,195) | $297 | | Cash and Cash Equivalents, End of Period | $3,855 | $4,824 | - Net cash used for investing activities significantly decreased in 2025 due to the absence of a major acquisition like MTEX, which occurred in 202418 - Net cash provided by operating activities decreased by $2,422 thousand, primarily due to a shift from net income to net loss and a decrease in cash provided by working capital18194 Notes to the Condensed Consolidated Financial Statements (unaudited) Note 1 – Business and Basis of Presentation - AstroNova, Inc operates in two segments: Product Identification (Product ID) and Aerospace (formerly Test & Measurement)21 - The Test & Measurement segment was renamed "Aerospace" effective February 1, 2025, to better reflect its end markets, with no change to segment composition21 - The company acquired MTEX New Solution, S.A on May 6, 2024, integrating its digital printing equipment into the Product ID segment23 - Product ID segment revenue is approximately 20% hardware sales and 80% recurring supplies, parts, and service revenue24 - Aerospace segment revenue is approximately 57% hardware sales and 43% recurring supplies, parts, and service revenue26 Note 2 – Summary of Significant Accounting Policies Update - The accounting policies remain consistent with the Annual Report on Form 10-K for the fiscal year ended January 31, 202532 - ASU 2024-03 (Expense Disaggregation Disclosures) and ASU 2023-09 (Improvements to Income Tax Disclosures) are not expected to have a material impact on consolidated financial statements or disclosures upon adoption333536 Note 3 – Acquisition - AstroNova acquired MTEX New Solution, S.A on May 6, 2024, for a final purchase price of $19,473 thousand3739 Final Purchase Price Allocation of MTEX Acquisition (in thousands) | Item | Amount | | :--- | :--- | | Cash | $364 | | Accounts Receivable | $1,212 | | Inventory | $3,607 | | Property, Plant and Equipment | $4,802 | | Identifiable Intangible Assets | $7,539 | | Goodwill | $14,279 | | Accounts Payable and Other Current Liabilities | $(6,095) | | Debt Assumed | $(7,918) | | Other Long-Term Liabilities | $(4,826) | | Total Purchase Price | $19,473 | - Goodwill of $14.3 million was recognized, allocated to the Product ID segment, and is not deductible for tax purposes43 MTEX Financial Results Included in Consolidated Statements of Income (Loss) (in thousands) | Item | Three Months Ended July 31, 2025 | Six Months Ended July 31, 2025 | | :--- | :--- | :--- | | Revenue | $711 | $2,114 | | Gross Profit | $(522) | $(403) | | Operating Loss | $(1,879) | $(2,796) | | Earnings (Loss) before Taxes | $(47) | $(1,103) | Note 4 – Revenue Recognition - Revenue is derived from the sale of hardware, related supplies, repairs and maintenance, and service agreements49 Revenue by Major Product Type (in thousands) | Product Type | Six Months Ended July 31, 2025 | Six Months Ended August 3, 2024 | % Change | | :--- | :--- | :--- | :--- | | Hardware | $22,231 | $21,234 | 4.7% | | Supplies | $40,576 | $40,977 | (1.0)% | | Service and Other | $11,003 | $11,289 | (2.5)% | | Total Revenue | $73,810 | $73,500 | 0.4% | - Deferred revenue increased to $1,459 thousand at July 31, 2025, from $543 thousand at January 31, 2025, including a $1.1 million advance payment for an Aerospace product line95253 Note 5 – Net Income (Loss) Per Common Share Net Income (Loss) per Common Share | Item | Three Months Ended July 31, 2025 | Six Months Ended July 31, 2025 | | :--- | :--- | :--- | | Net Income (Loss) per Common Share—Basic | $(0.16) | $(0.21) | | Net Income (Loss) per Common Share—Diluted | $(0.16) | $(0.21) | - Weighted average common stock equivalent shares of 38,232 (three months) and 51,130 (six months) were excluded from diluted EPS computation for July 31, 2025, due to their anti-dilutive effect given the net loss55 Note 6 – Intangible Assets Intangible Assets, Net (in thousands) | Item | July 31, 2025 | January 31, 2025 | | :--- | :--- | :--- | | Intangible Assets, net | $22,729 | $23,519 | - Amortization expense for acquired intangible assets was $1.4 million for the six months ended July 31, 202559 Estimated Amortization Expense for Next Five Fiscal Years (in thousands) | Fiscal Year | Estimated Amortization Expense | | :--- | :--- | | 2026 | $1,439 | | 2027 | $2,878 | | 2028 | $2,376 | | 2029 | $2,009 | | 2030 | $2,009 | Note 7 – Inventories Inventories, Net (in thousands) | Item | July 31, 2025 | January 31, 2025 | | :--- | :--- | :--- | | Materials and Supplies | $32,839 | $35,181 | | Work-In-Process | $2,602 | $2,559 | | Finished Goods | $22,401 | $19,879 | | Inventory Reserve | $(9,449) | $(9,725) | | Total Inventories, net | $48,393 | $47,894 | Note 8 – Property, Plant and Equipment Net Property, Plant and Equipment (in thousands) | Item | July 31, 2025 | January 31, 2025 | | :--- | :--- | :--- | | Gross Property, Plant and Equipment | $63,094 | $62,361 | | Accumulated Depreciation | $(46,076) | $(44,722) | | Net Property, Plant and Equipment | $17,018 | $17,639 | - Depreciation expense on property, plant and equipment was $1.1 million for the six months ended July 31, 202562 Note 9 – Credit Agreement and Long-Term Debt - The company entered into a Fourth Amendment to its credit agreement on March 20, 2025, modifying Term Loan repayment terms and interest rate margins656672 - As of July 31, 2025, the company was not in compliance with the minimum consolidated fixed charge coverage ratio but received a waiver via a Fifth Amendment on September 8, 202576217 Summary of Outstanding Debt (in thousands) | Debt Type | July 31, 2025 | January 31, 2025 | | :--- | :--- | :--- | | USD Term Loan | $8,800 | $9,450 | | Euro Term Loan | $12,667 | $12,719 | | MTEX Euro Term Loan | $1,590 | $1,514 | | MTEX Euro Government Grant Term Loan | $561 | $876 | | Equipment Loan | $605 | $680 | | Total Debt | $24,223 | $25,239 | | Revolving Line of Credit (Current Liability) | $19,079 | $20,929 | - As of July 31, 2025, $5.9 million remained available for borrowing under the revolving credit facility82 Note 10 – Financial Instruments and Risk Management - The company uses foreign currency-denominated debt to partially hedge its net investment in European operations, specifically in its German operation as of January 31, 202585 - A foreign currency translation gain of $1,022 thousand was recognized in Other Comprehensive Income for the six months ended July 31, 20251499 Note 11 – Royalty Obligation - As of July 31, 2025, $13.5 million of the $15.0 million guaranteed minimum royalty obligation with Honeywell has been paid87 - The remaining guaranteed minimum royalty obligation is $1.0 million (current) and $0.5 million (long-term) at July 31, 202587 - A new royalty agreement for Boeing 787 aircraft printers has an outstanding obligation of $0.5 million as of July 31, 2025, including $0.2 million current89 Note 12 – Leases Operating Lease Information (in thousands) | Item | July 31, 2025 | January 31, 2025 | | :--- | :--- | :--- | | Right of Use Assets | $2,689 | $1,781 | | Lease Liabilities – Current | $547 | $320 | | Lease Liabilities – Long Term | $2,235 | $1,535 | | Total Lease Liabilities | $2,782 | $1,855 | - Operating lease costs were $341 thousand for the six months ended July 31, 202590 - The weighted-average remaining lease term is 5.8 years, with a weighted-average discount rate of 6.10% as of July 31, 202592 Note 13 – Government Grants - MTEX receives government grants from Portugal for operations and capital projects95 - As of July 31, 2025, $1.3 million in short and long-term deferred revenue for capital grants is recognized97 - Grant revenue of $0.1 million (capital-related) was recognized as an offset to depreciation expense, and $0.2 million (operational-related) was offset against selling and marketing expense for the six months ended July 31, 20259798 Note 14 – Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss (in thousands) | Item | January 31, 2025 | July 31, 2025 | | :--- | :--- | :--- | | Balance | $(3,349) | $(2,327) | | Other Comprehensive Income | N/A | $1,022 | | Change | N/A | $1,022 | - The improvement in accumulated other comprehensive loss is primarily due to foreign currency translation adjustments99 Note 15 – Share-Based Compensation Share-Based Compensation Expense (in thousands) | Item | Three Months Ended July 31, 2025 | Six Months Ended July 31, 2025 | | :--- | :--- | :--- | | Stock Options | $35 | $35 | | Restricted Stock Awards and Restricted Stock Units | $421 | $702 | | Stock-Settled Performance Awards | $43 | $43 | | Employee Stock Purchase Plan | $0 | $25 | | Total | $499 | $805 | - Approximately $1.1 million of unrecognized compensation expense related to RSUs, PSUs, and RSAs is expected to be recognized over a weighted average period of 2.3 years108 - The Employee Stock Purchase Plan (ESPP) was terminated effective April 22, 2025111 Note 16 – Income Taxes Effective Tax Rates | Period | Fiscal 2026 | Fiscal 2025 | | :--- | :--- | :--- | | Three Months Ended July 31 | 26.8% | (522.0)% | | Six Months Ended July 31 | 18.9% | (24.9)% | - An income tax benefit of $378 thousand was recognized for the six months ended July 31, 2025115 - The "One Big Beautiful Bill Act" (OBBBA), enacted on July 4, 2025, is not expected to have a material impact on the consolidated financial statements116 Note 17 – Segment Information - AstroNova operates in two reporting segments: Product ID and Aerospace (formerly Test & Measurement)118119 Revenue by Segment (in thousands) | Segment | Three Months Ended July 31, 2025 | Three Months Ended August 3, 2024 | Six Months Ended July 31, 2025 | Six Months Ended August 3, 2024 | | :--- | :--- | :--- | :--- | :--- | | Product ID | $24,754 | $27,165 | $51,043 | $50,350 | | Aerospace | $11,348 | $13,374 | $22,767 | $23,150 | | Total Revenue | $36,102 | $40,539 | $73,810 | $73,500 | Segment Operating Income (in thousands) | Segment | Three Months Ended July 31, 2025 | Three Months Ended August 3, 2024 | Six Months Ended July 31, 2025 | Six Months Ended August 3, 2024 | | :--- | :--- | :--- | :--- | :--- | | Product ID | $1,916 | $2,348 | $4,707 | $5,340 | | Aerospace | $2,410 | $3,834 | $5,176 | $5,555 | | Total Segment Operating Income | $4,326 | $6,182 | $9,883 | $10,895 | Note 18 – Fair Value - The fair value of long-term debt, including the current portion, is estimated at $24,115 thousand as of July 31, 2025, and is classified as a Level 3 measurement126 Note 19 – Restructuring - A restructuring plan for fiscal 2026 was announced on March 20, 2025, including a 10% global workforce reduction and realignment of the MTEX operation127 - The plan involves cutting approximately 70% of the MTEX product portfolio to focus on higher-margin products and integrating MTEX sales, marketing, and customer support functions127 - The company anticipates $3.0 million in annualized savings and has recognized $1.2 million in pre-tax restructuring charges as of July 31, 2025127128 Note 20 – Subsequent Events - On September 8, 2025, the company entered into a Fifth Amendment to its credit agreement, which waived a covenant default as of July 31, 2025130217 - The Fifth Amendment also requires the company to provide a mortgage on its Elk Grove Village, Illinois property and obtain a Phase II environmental site assessment for its West Warwick, Rhode Island property130217 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management analyzes financial condition, operational results, liquidity, and the impact of acquisitions and restructuring Business Overview - AstroNova operates in Product Identification and Aerospace segments, focusing on organic growth through product innovation and customer-centric strategies132133136 - The MTEX acquisition (May 2024) was integrated into the Product ID segment, but its integration has been challenging, leading to an investigation of potential breaches of representations and warranties134159 - A fiscal 2026 restructuring plan, announced March 20, 2025, includes a 10% global workforce reduction and realignment of MTEX operations, aiming for $3.0 million in annualized savings135 - Jorik E Ittmann was appointed President and Chief Executive Officer, effective August 15, 2025137 Results of Operations Three Months Ended July 31, 2025 vs. Three Months Ended August 3, 2024 Revenue by Segment (in thousands) | Segment | July 31, 2025 | August 3, 2024 | % Change | | :--- | :--- | :--- | :--- | | Product ID | $24,754 | $27,165 | (8.9)% | | Aerospace | $11,348 | $13,374 | (15.1)% | | Total | $36,102 | $40,539 | (10.9)% | - Gross profit decreased by 18.8% to $11.6 million, with gross profit margin declining 3.1 points to 32.2%, primarily due to unfavorable product mix and lower sales142 - Net loss for the quarter was $1.2 million, or $(0.16) per diluted share, impacted by $0.7 million in restructuring charges, $0.1 million in legal fees, and $0.4 million in proxy solicitation costs146 Six Months Ended July 31, 2025 vs. Six Months Ended August 3, 2024 Revenue by Segment (in thousands) | Segment | July 31, 2025 | August 3, 2024 | % Change | | :--- | :--- | :--- | :--- | | Product ID | $51,043 | $50,350 | 1.4% | | Aerospace | $22,767 | $23,150 | (1.7)% | | Total | $73,810 | $73,500 | 0.4% | - Gross profit decreased by 7.7% to $24.3 million, with gross profit margin declining 2.9 percentage points to 32.9%, primarily due to lower sales, product mix, and $0.4 million in restructuring costs151152 - The company reported a net loss of $1.6 million, or $(0.21) per diluted share, a shift from net income of $0.9 million in the prior year, significantly impacted by $1.2 million in restructuring charges and other non-recurring costs156 Segment Analysis Product ID Segment Analysis - Product ID segment revenue decreased by 8.9% in Q2 2025, primarily due to declines in desktop, professional label, and direct-to-package printers162 - For the six months ended July 31, 2025, Product ID revenue increased by 1.4%, driven by direct-to-package/overprinters and mail & sheet/flat pack printers163 - Segment operating profit margin for Product ID decreased to 7.7% in Q2 2025 and 9.2% for H1 2025, primarily due to lower sales, unfavorable product mix, and higher costs associated with restructuring162163 - The integration of MTEX has been more challenging than anticipated, leading to an investigation of potential breaches of representations and warranties and a reduction of 70% of the MTEX product portfolio159135 Aerospace Segment Analysis - Aerospace segment revenue decreased by 15.1% in Q2 2025, mainly due to a 25.2% decrease in commercial aircraft sales, partially offset by a 72.2% increase in defense market sales168 - For the six months ended July 31, 2025, Aerospace revenue decreased by 1.7%, with declines in commercial aircraft and regional/business jet markets, partially offset by a 98.3% increase in defense market sales169 - Segment operating profit margin for Aerospace decreased to 21.2% in Q2 2025 and 22.7% for H1 2025, due to lower revenue and product mix168169 - Certain sales amounts for the three months ended April 30, 2025, were reclassified between market categories to correct a presentation error, with no impact on total net sales or financial statements166167 Liquidity and Capital Resources Overview of Liquidity - Primary liquidity sources are cash from operating activities and borrowings under the revolving credit facility171 - Despite net losses for the three and six months ended July 31, 2025, management believes current liquidity sources will support anticipated needs172 - As of July 31, 2025, the company failed to satisfy certain financial covenants under its credit agreement but received a waiver from the Lender173 - Cash and cash equivalents were $3.9 million at July 31, 2025, with $5.9 million available under the revolving credit facility177 Indebtedness - The Fourth Amendment (March 20, 2025) modified repayment installments for the Term Loan and adjusted interest rate margins for various loans176178183 - The Fifth Amendment (September 8, 2025) waived a covenant default as of July 31, 2025, and required additional collateral, including a mortgage on an Illinois property187 - Assumed MTEX financing obligations include a Term Loan ($1.6 million remaining) and interest-free Government Grant Term Loans ($0.6 million remaining) as of July 31, 2025191192 Cash Flow - Net cash provided by operating activities decreased to $4.6 million for the six months ended July 31, 2025, from $7.1 million in the prior year, primarily due to a shift to net loss and decreased cash from working capital194 - Net cash used for investing activities significantly decreased to $(0.1) million in 2025, compared to $(21.6) million in 2024, due to the absence of the MTEX acquisition18194 - Accounts receivable decreased to $18.5 million, with days sales outstanding improving to 47 days from 51 days195 - Inventory increased to $48.4 million, primarily to satisfy ink supply obligations, with inventory days on hand increasing to 178 days from 175 days195 Contractual Obligations, Commitments and Contingencies - No material changes to contractual obligations, commitments, and contingencies have occurred since the Annual Report on Form 10-K for January 31, 2025, other than those in the ordinary course of business197 Critical Accounting Policies, Estimates and Certain Other Matters - The preparation of financial statements involves significant estimates and assumptions, including revenue recognition, inventory valuation, income taxes, and valuation of long-lived assets19829 - Management continuously re-evaluates these estimates based on facts, historical experience, and economic conditions, acknowledging that actual results may differ materially199 - There have been no material changes to the application of critical accounting policies since the Annual Report on Form 10-K for January 31, 2025200 Cautionary Note Regarding Forward-Looking Statements - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations201 - Key risk factors include general economic conditions, declining demand, new product development, supply chain dependence, competition, intellectual property, cybersecurity, and the ability to manage debt and integrate acquisitions201 - The company assumes no obligation to update or revise any forward-looking statement201 Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks involve foreign currency exchange rates and interest rate fluctuations Foreign Currency Exchange Risk - The company is exposed to foreign currency exchange risk from translating foreign subsidiary financial statements (primarily Danish Kroner and Euro) and from transactional exposure203204 - A hypothetical 10% change in exchange rates would result in an increase or decrease in consolidated net income of less than $0.1 million for the quarter ended July 31, 2025203 - Foreign exchange losses from transactional exposure were less than $0.1 million for the six months ended July 31, 2025204 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of July 31, 2025 Evaluation of Disclosure Controls and Procedures - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective as of July 31, 2025206 Changes in Internal Control over Financial Reporting - No changes in internal control over financial reporting materially affected or are reasonably likely to materially affect the company's internal control over financial reporting during the fiscal quarter ended July 31, 2025207 Part II. OTHER INFORMATION Item 1. Legal Proceedings The company is involved in arbitration proceedings related to the MTEX acquisition, with a ruling expected in 2026 - Arbitration proceedings were initiated on March 11, 2025, by Effort Premier Solutions LDA and Elói Serafim Alves Ferreira, alleging breaches of the MTEX acquisition agreement208 - AstroNova has rejected the claims and intends to file counterclaims based on breaches of the MTEX acquisition agreement208 - The evidentiary process and hearings are planned over the next six months, with a ruling not expected until the first half of 2026209 Item 1A. Risk Factors Non-compliance with the credit agreement could have a material adverse impact on the company's business - Readers should carefully consider the risk factors discussed in Part I, Item 1A of the Annual Report on Form 10-K for the fiscal year ended January 31, 2025211 - A significant risk is the inability to comply with the credit agreement or secure alternative financing, which could materially adversely affect the business and financial condition212 - As of July 31, 2025, the company was not in compliance with the minimum consolidated fixed charge coverage ratio under its credit agreement, though a waiver was subsequently obtained212 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company repurchased common stock from employees to cover tax obligations from vested restricted shares Common Stock Repurchases (Q2 FY2026) | Period | Total Number of Shares Repurchased | Weighted Average Price Paid Per Share | | :--- | :--- | :--- | | June 1 - June 30 | 2,739 | $9.01 | - The shares were repurchased from employees to satisfy taxes due in connection with the vesting of restricted shares214 Item 5. Other Information A Fifth Amendment to the credit agreement waived a covenant default and added new collateral requirements - On September 8, 2025, the company entered into a Fifth Amendment to its credit agreement, waiving the event of default for non-compliance with the minimum consolidated fixed charge coverage ratio as of July 31, 2025217 - The Fifth Amendment requires the company to provide a mortgage on its Elk Grove Village, Illinois property and obtain a Phase II environmental site assessment for its West Warwick, Rhode Island property217 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended July 31, 2025217 Item 6. Exhibits This section lists all exhibits filed with the report, including key agreements and required certifications - The exhibits include organizational documents (Restated Articles of Incorporation, By-laws), key agreements (Stock-Settled Performance Award, Separation Agreement, Fifth Amendment to Credit Agreement), and certifications (CEO, CFO)220 Signatures The report is officially signed by the CEO and CFO, confirming its submission on September 9, 2025 - The report was signed on September 9, 2025, by Jorik E Ittmann, President and Chief Executive Officer, and Thomas D DeByle, Vice President, Chief Financial Officer and Treasurer224