AstroNova, Inc. - Quarter Report: 2022 April (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

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 April 30, 2022

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

For the transition period from

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.

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 June

, 2022 was 7,318,463

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ASTRONOVA, INC.

INDEX


		Page No.
Part I.	Financial Information
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets – April 30, 2022 and January 31, 2022		1
	Unaudited Condensed Consolidated Statements of Income — Three Months Ended April 30, 2022 and May 1, 2021		2
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)— Three Months Ended April 30, 2022 and May 1, 2021		3
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity — Three Months Ended April 30, 2022 and May 1, 2021		4
	Unaudited Condensed Consolidated Statements of Cash Flows — Three Months Ended April 30, 2022 and May 1, 2021		5
	Notes to the Condensed Consolidated Financial Statements (unaudited)		6-17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17-23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		23
Item 4.	Controls and Procedures		24
Part II.	Other Information
Item 1.	Legal Proceedings		24
Item 1A.	Risk Factors		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 6.	Exhibits		25
Signatures			26

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Part I. FINANCIAL INFORMATION

Item 1.

Financial Statements

ASTRONOVA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)


	April 30, 2022			January 31, 2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	5,754		$	5,276
Accounts Receivable, net		18,444			17,124
Inventories, net		36,859			34,609
Employee Retention Credit Rece i vable		—			3,135
Prepaid Expenses and Other Current Assets		4,333			3,634

Total Current Assets		65,390			63,778
Property, Plant and Equipment, net		10,978			11,441
Intangible Assets, net		18,737			19,200
Goodwill		11,719			12,156
Deferred Tax Assets		5,585			5,591
Right of Use Assets		976			1,094
Other Assets		1,791			1,695

TOTAL ASSETS	$	115,176		$	114,955

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable	$	6,952		$	8,590
Accrued Compensation		2,665			3,512
Other Liabilities and Accrued Expenses		3,613			4,113
Revolving Line of Credit		3,000			—
Current Liability – Royalty Obligation		2,000			2,000
Current Portion of Long-Term Debt		1,000			1,000
Current Liability – Excess Royalty Payment Due		311			235
Income Taxes Payable		1,637			323
Deferred Revenue		222			262

Total Current Liabilities		21,400			20,035
Long-Term Debt, net of current portion		7,910			8,154
Royalty Obligation, net of current portion		3,923			4,361
Lease Liabilities, net of current portion		708			808
Other Long-Term Liabilities		399			399
Deferred Tax Liabilities		140			186

TOTAL LIABILITIES		34,480			33,943
SHAREHOLDERS’ EQUITY
Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 10,639,081 sh ares and 10,566,404 shares at April 30, 2022 and January 31, 2022, respectively		532			528
Additional Paid-in Capital		60,113			59,692
Retained Earnings		56,939			56,514
Treasury Stock, at Cost, 3,341,030 and 3,324,280 shares at April 30, 2022 and January 31, 2022, respectively		(34,223	)		(33,974	)
Accumulated Other Comprehensive Loss, net of tax		(2,665	)		(1,748	)

TOTAL SHAREHOLDERS’ EQUITY		80,696			81,012

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	115,176		$	114,955

See Notes to condensed consolidated financial statements (unaudited).

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ASTRONOVA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Data)

(Unaudited)


	Three Months Ended
	April 30, 2022		May 1, 2021
Revenue	$	31,010	$	29,078
Cost of Revenue		20,281		18,190

Gross Profit		10,729		10,888
Operating Expenses:
Selling and Marketing		5,883		6,092
Research and Development		1,522		1,717
General and Administrative		2,560		2,344

Operating Expenses		9,965		10,153

Operating Income		764		735
Other Expense, net		279		369

Income Before Income Taxes		485		366
Income Tax Provision ( Benefi t)		60		(227	)

Net Income	$	425	$	593

Net Income per Common Share—Basic:	$	0.06	$	0.08

Net Income per Common Share—Diluted:	$	0.06	$	0.08

Weighted Average Number of Common Shares Outstanding:
Basic		7,298		7,145
Diluted		7,396		7,265

See Notes to condensed consolidated financial statements (unaudited).

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ASTRONOVA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

(Unaudited)


	Three Months Ended
	April 30, 2022			May 1, 2021
Net Income	$	425		$	593
Other Comprehensive Loss, Net of Taxes:
Foreign Currency Translation Adjustments		(933	)		(81	)
Loss from Cash Flow Hedges Reclassified to Income Statement		16			16

Other Comprehensive Loss		(917	)		(65	)

Comprehensive Income (Loss)	$	(492	)	$	528

See Notes to condensed consolidated financial statements (unaudited).

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ASTRONOVA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

($ In Thousands, Except per Share Data)

(Unaudited)


	Common Stock				Additional Paid-in			Retained		Treasury			Accumulated Other Comprehensive			Total Shareholders’
	Shares		Amount		Capital			Earnings		Stock			Income (Loss)			Equity
Balance January 31, 2021		10,425,094	$	521	$	58,049		$	50,085	$	(33,588	)	$	(384	)	$	74,683
Share-Based Compensation		—		—		478			—		—			—			478
Employee Option Exercises		5,746		—		52			—		—			—			52
Restricted Stock Awards Vested, net		48,299		3		(3	)		—		(208	)		—			(208	)
Net Income		—		—		—			593		—			—			593
Other Comprehensive Loss		—		—		—			—		—			(65	)		(65	)

Balance May 1, 2021		10,479,139	$	524	$	58,576		$	50,678	$	(33,796	)	$	(449	)	$	75,533


	Common Stock				Additional Paid-in			Retained		Treasury			Accumulated Other Comprehensive			Total Shareholders’
	Shares		Amount		Capital			Earnings		Stock			Income (Loss)			Equity
Balance January 31, 2022		10,566,404	$	528	$	59,692		$	56,514	$	(33,974	)	$	(1,748	)	$	81,012
Share-Based Compensation		—		—		337			—		—			—			337
Employee Option Exercises		11,164		1		87			—		—			—			88
Restricted Stock Awards Vested, net		61,513		3		(3	)		—		(249	)		—			(249	)
Net Income		—		—		—			425		—			—			425
Other Comprehensive Loss		—		—		—			—		—			(917	)		(917	)

Balance April 30, 202 2		10,639,081	$	532	$	60,113		$	56,939	$	(34,223	)	$	(2,665	)	$	80,696

See Notes to condensed consolidated financial statements (unaudited).

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ASTRONOVA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)


	Three Months Ended
	April 30, 2022			May 1, 2021
Cash Flows from Operating Activities:
Net Income	$	425		$	593
Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities:
Depreciation and Amortization		912			1,425
Amortization of Debt Issuance Costs		7			25
Share-Based Compensation		337			478
Changes in Assets and Liabilities:
Accounts Receivable		(1,489	)		2,165
Other Receivable – Employee Retention Credit Receivable		3,135			—
Inventories		(2,650	)		568
Income Taxes		502			(387	)
Accounts Payable and Accrued Expenses		(2,843	)		(552	)
Other		50			(406	)

Net Cash Provided (Used) by Operating Activities		(1,614	)		3,909
Cash Flows from Investing Activities:
Additions to Property, Plant and Equipment		(50	)		(544	)

Net Cash Used for Investing Activities		(50	)		(544	)
Cash Flows from Financing Activities:
Net Cash Proceeds from Employee Stock Option Plans		69			34
Net Cash Proceeds from Share Purchases under Employee Stock Purchase Plan		19			18
Net Cash Used for Payment of Taxes Related to Vested Restricted Stock		(249	)		(208	)
Borrowings under Revolving Credit Facility		3,000			—
Payment of Minimum Guarantee Royalty Obligation		(500	)		(500	)
Proceeds from Long-Term Debt Borrowings		—			10,000
Payoff of Long-Term Debt		—			(12,576	)
Principal Payments on Long-Term Debt		(250	)		(187	)

Net Cash Provided by (Used) for Financing Activities		2,089			(3,419	)

Effect of Exchange Rate Changes on Cash and Cash Equivalents		53			29

Net Increase (Decrease) in Cash and Cash Equivalents		478			(25	)
Cash and Cash Equivalents, Beginning of Period		5,276			11,439

Cash and Cash Equivalents, End of Period	$	5,754		$	11,414

Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for Interest	$	53		$	115
Cash Paid (Received) During the Period for Income Taxes, Net of Refunds	$	(440	)	$	131

See Notes to condensed consolidated financial statements (unaudited).

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ASTRONOVA, INC.

NOTES TO THE CONDENSED CONSOLIDATED 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 test and measurement data acquisition systems sold under the AstroNova

brand name.

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,

direct-to-package

printers, high-volume presses and specialty original equipment manufacturer (“OEM”) printing systems, as well as a wide range of label, tag and flexible packaging material substrates and other supplies, including ink and toner, allowing customers to mark, track, protect and enhance the appearance of their products. In the T&M segment, we have a long history of using our technologies to provide networking systems and high-resolution light-weight flight deck and cabin printers as well as airborne networking hardware 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 and analyzed and then stored and presented in various visual output formats.

Our PI products are sold by direct field salespersons as well as independent dealers and representatives, while our T&M products are sold predominantly through direct sales and manufacturers’ representatives. In the United States, we have factory-trained direct field salespeople located throughout the country specializing in PI products. We also have direct field sales or service centers in Canada, China, Denmark, France, Germany, Malaysia, Mexico, Singapore, and the United Kingdom staffed by our own employees and dedicated third party contractors. Additionally, we utilize over 200 independent dealers and representatives selling and marketing our products in over 60 countries.

Unless otherwise indicated, references to “AstroNova”, “we,” “our,” and “us” in this Quarterly Report on

Form 10-Q

refer to AstroNova, Inc. and its consolidated subsidiaries.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods included herein. These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with our Annual Report on Form

10-K

for the fiscal year ended January 31, 2022.

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, in context of the unknown future impacts of

COVID-19

using information that is reasonably available to us at this time. Some of the more significant estimates relate to revenue recognition, the allowances for doubtful accounts, inventory valuation, income taxes, impairment of long-lived assets and goodwill, share-based compensation, and warranty reserves. Management’s estimates are based on the facts and circumstances available at the time estimates are made, historical experience, risk of loss, general economic conditions and trends, and management’s assessments of the probable future outcome of these matters, including our expectations at the time regarding the duration, scope and severity of the

COVID-19

pandemic. Consequently, actual results could differ from those estimates.

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

Certain amounts in the prior year financial statements have been reclassified to conform to the current year’s presentation.

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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, 2022.

Recently Adopted Accounting Pronouncements

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

Note 3 – 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
(In thousands)	April 30, 2022		May 1, 2021
United States	$	19,651	$	16,693
Europe		7,419		8,599
Canada		1,854		1,546
Asia		937		1,085
Central and South America		888		760
Other		261		395

Total Revenue	$	31,010	$	29,078

Major product types:


	Three Months Ended
(In thousands)	April 30, 2022		May 1, 2021
Hardware	$	9,301	$	7,647
Supplies		17,944		18,211
Service and Other		3,765		3,220

Total Revenue	$	31,010	$	29,078

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 $222,000 and $262,000

at April 30, 2022 and January 31, 2022, respectively, and are recorded as deferred revenue in the accompanying condensed consolidated balance sheet. The decrease in the deferred revenue balance during the three months ended April 30, 2022 is primarily due to

116,000

of revenue recognized during the period that was included in the deferred revenue balance at January 31, 2022, which was partially offset by the cash payments received in advance of satisfying performance obligations in the current period.

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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 approximate

ly 19

years as of April 30, 2022. The balance of these contract assets at January 31, 2022 was

$1.3

million, and in the first quarter of the current year, we incurred an additional

$0.1

million in contract costs that will be amortized over

19 years. We amortized $7,000

of direct costs during the three months ended April 30, 2022. The balance of deferred incremental direct costs net of accumulated amortization at April 30, 2022 was

$1.4 million, of which $0.1 million is reported in other current assets and $1.3 million is reported in other assets in the accompanying condensed consolidated balance sheet.

Note 4 – 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
	April 30, 2022		May 1, 2021
Weighted Average Common Shares Outstanding – Basic		7,298,051		7,144,697
Effect of Dilutive Options, Restricted Stock Awards and Restricted Stock Units		97,713		120,632

Weighted Average Common Shares Outstanding – Diluted		7,395,764		7,265,329

For the three months ended April 30, 2022 and May 1, 2021, the diluted per share amounts do not reflect common equivalent shares outstanding of 310,588 and 622,020, respectively, because of their anti-dilutive effect.

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Note 5 – Intangible Assets

Intangible assets are as follows:


	April 30, 2022										January 31, 2022
(In thousands)	Gross Carrying Amount		Accumulated Amortization			Currency Translation Adjustment			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Currency Translation Adjustment		Net Carrying Amount
Miltope:
Customer Contract Relationships	$	3,100	$	(2,580	)	$	—		$	520	$	3,100	$	(2,515	)	$	—	$	585
RITEC:
Customer Contract Relationships		2,830		(1,573	)		—			1,257		2,830		(1,557	)		—		1,273
TrojanLabel:
Existing Technology		2,327		(1,489	)		(272	)		566		2,327		(1,767	)		127		687
Distributor Relations		937		(419	)		(84	)		434		937		(498	)		46		485
Honeywell:
Customer Contract Relationships		27,243		(11,283	)		—			15,960		27,243		(11,073	)		—		16,170

Intangible Assets, net	$	36,437	$	(17,344	)	$	(356	)	$	18,737	$	36,437	$	(17,410	)	$	173	$	19,200

There were no impairments to intangible assets during the periods ended April 30, 2022 and May 1, 2021.

With respect to the acquired intangibles included in the table above, amortization expense of $0.4 million and $1.0 million has been included in the condensed consolidated statements of income for the three months ended April 30, 2022 and May 1, 2021, respectively.

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


(In thousands)	Remaining 2023		2024		2025		2026		2027
Estimated amortization expense	$	1,303	$	1,657	$	1,000	$	1,000	$	1,000

Note 6 – 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)	April 30, 2022			January 31, 2022
Materials and Supplies	$	25,385		$	22,709
Work-In-Process		818			1,489
Finished Goods		20,536			19,718

		46,739			43,916
Inventory Reserve		(9,880	)		(9,307	)

	$	36,859		$	34,609

Note 7 – Credit Agreement and Long-Term Debt

On March 24, 2021, we entered into a First Amendment to Credit Agreement (the “Amendment”) to our Amended & Restated Credit Agreement (the “A&R Credit Agreement,” as amended by the Amendment; the “Amended Credit Agreement”) with Bank of America, N.A., as lender (the “Lender”), and our subsidiaries, ANI ApS and TrojanLabel. The A&R Credit Agreement, which we entered into on July, 30, 2020, amended and restated the Credit Agreement dated as of February 28, 2017 (the “Prior Credit Agreement”) by and among us, ANI ApS, TrojanLabel and the Lender. Immediately prior to the closing of the Amendment, we repaid $2.6 million in principal amount of the term loan outstanding under the A&R Credit Agreement.

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The Amended Credit Agreement provides for (i) a term loan in the principal amount of $10.0 million, and (ii) a $22.5 million revolving credit facility available for general corporate purposes. At the closing of the Amendment, we borrowed the entire $10.0 million term loan which was used to refinance, in full, the outstanding term loan under the A&R Credit Agreement. Under the Amended Credit Agreement, revolving credit loans may continue to be borrowed, at our option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Kroner.

The Amended Credit Agreement requires that the term loan be paid in quarterly installments on the last day of each of our fiscal quarters with the final payment due on September 30, 2025. We may voluntarily prepay the term loan, in whole or in part, from time to time without premium or penalty (other than customary breakage costs, if applicable). We may repay borrowings under the revolving credit facility at any time without premium or penalty (other than customary breakage costs, if applicable), but in any event no later than September 30, 2025, at which time any outstanding revolving loans will be due and payable in full, and the revolving credit facility will terminate. We may reduce or terminate the revolving line of credit at any time, subject to certain thresholds and conditions, without premium or penalty.

The Amended Credit Agreement includes an uncommitted accordion provision under which the term loan and/or revolving credit facility commitments may be increased in an aggregate principal amount not exceeding $10.0 million, subject to obtaining the agreement of the Lender and the satisfaction of certain other conditions.

On December 14, 2021, we and the Lender entered into a LIBOR Transition Amendment (the “LIBOR Amendment”) with regard to the Amended Credit Agreement. The LIBOR Amendment, among other things, (i) changes the rate under the Amended Credit Agreement for borrowings denominated in U.S. Dollars from a LIBOR-based rate to a BSBY (Bloomberg Short-Term Bank Yield Index)-based rate, subject to certain adjustments, (ii) changes the rate under the Amended Credit Agreement for borrowings denominated in British Pounds Sterling from a LIBOR-based rate to a SONIA (Sterling Overnight Index Average)-based rate, subject to certain adjustments, (iii) changes the rate under the Amended Credit Agreement for borrowings denominated in Euros from a LIBOR-based rate to a EURIBOR (Euro Interbank Offered Rate)-based rate, subject to certain adjustments, and (iv) updates certain other provisions of the Amended Credit Agreement regarding successor interest rates to LIBOR.

The interest rates under the Amended Credit Agreement, giving effect to the LIBOR Amendment, are as follows: the term loan and revolving credit loans bear interest at a rate per annum equal to, at our option, either (a) the BSBY Rate as defined in the LIBOR Amendment (or in the case of revolving credit loans denominated in a Pounds Sterling, Euros or another currency other than U.S. Dollars, the SONIA Rate as defined in the LIBOR Amendment, EURIOBOR Rate as defined in the LIBOR Amendment, or the applicable quoted rate, respectively), plus a margin that varies within a range of 1.60% to 2.30% based on our consolidated leverage ratio, or (b) a fluctuating reference rate equal to the highest of (i) the federal fund rate plus 0.50%, (ii) Bank of America’s publicly announced prime rate, (iii) the BSBY Rate, SONIA Rate, EURIBOR Rate or other applicable quoted rate plus 1.00% or (iv) 0.50%, plus a margin that varies within a range of 0.60% to 1.30% 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 0.30% based on our consolidated leverage ratio.

As under the A&R 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.

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 that is repaid may be reborrowed.

We must comply with various customary financial and

non-financial

covenants limit our and our subsidiaries’ ability to incur future indebtedness, to place liens on assets, to pay dividends or distributions on their capital stock, to repurchase or acquire their capital stock, to conduct mergers or acquisitions, to sell assets, to alter their capital structure, to make investments and loans, to change the nature of their business, and to prepay subordinated indebtedness, in each case subject to certain exceptions and thresholds as set forth in the Amended Credit Agreement, certain of which provisions were modified by the Amendment.

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.

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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 held in ANI ApS, in our wholly-owned German subsidiary AstroNova GmbH, and in our wholly-owned French subsidiary AstroNova SAS), subject to certain exceptions, and by a mortgage on our owned real property in West Warwick, Rhode Island.

Summary of Outstanding Debt

During the first quarter of the current year, we borrowed $3.0 million on our revolving line of credit. The balance outstanding under the revolving line of credit bore interest at a weighted average annual rate of 4.26% and we incurred $23,000 for interest on this obligation during the quarter ended April 30, 2022. Additionally, during the quarter ended April 30, 2022, we incurred $10,000 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 income statement for the quarter ended April 30, 2022. At April 30, 2022, there is $19.5 million remaining available for borrowing under the revolving line of credit.

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


(In thousands)	April 30, 2022			January 31, 2022
USD Term Loan (2.35% as of April 30, 2022 and January 31, 2022); maturity date of September 30, 2025	$	9,000		$	9,250
Debt Issuance Costs, net of accumulated amortization		(90	)		(96	)
Current Portion of Term Loans		(1,000	)		(1,000	)

Long-Term Debt	$	7,910		$	8,154

During the three months ended April 30, 2022 and May 1, 2021, we recognized $53,000 and $115,000 of interest expense, respectively, which was included in other expense in the accompanying condensed consolidated income statement.

The schedule of required principal payments remaining during the next five years on long-term debt outstanding as of April 30, 2022 is as follows:


(In thousands)
Fiscal 2023, remainder	$	750
Fiscal 2024		1,000
Fiscal 2025		1,250
Fiscal 2026		6,000

	$	9,000

Note 8—Employee Retention Credit

The Coronavirus Aid, Relief and Economic Securities Act (the “CARES Act”) provides for an employee retention credit (“ERC”) that is a refundable tax credit against certain employer taxes. On December 27, 2020, Congress enacted the Taxpayer Certainty and Disaster Tax Relief Act of 2020, which amended and extended ERC availability under Section 2301 of the CARES Act. Before the enactment of the Taxpayer Certainty and Disaster Tax Relief Act of 2020, we were ineligible for the ERC because we received a Paycheck Protection Program Loan. Following enactment of the Taxpayer Certainty and Disaster Tax Relief Act of 2020, we and other businesses that received loans under that program became retroactively eligible for the ERC.

As a result of the foregoing legislation, we were eligible to claim a refundable tax credit against the employer share of Social Security taxes equal to seventy percent (70%) of the qualified wages that we paid to our employees between December 31, 2020 and June 30, 2021. Qualified wages are limited to $10,000 per employee per calendar quarter in 2021 for a maximum ERC per employee of $7,000 per calendar quarter in 2021.

We evaluated our eligibility for the ERC in the second quarter of calendar year 2021. In order to qualify for the ERC, we needed to experience a 20

% reduction in gross receipts from either (1) the same quarter in calendar year 2019 or (2) the immediately preceding quarter to the corresponding calendar quarter in 2019. We determined that we qualified for the employee retention credit

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under the first scenario for wages paid in calendar year 2020 and the first calendar quarter of 2021. In the second quarter of fiscal 2022, we amended certain payroll tax filings and applied for a refund of

$3.1 million. Since there is no US GAAP guidance for

for-profit

business entities that receive government assistance that is not in the form of a loan, an income tax credit or revenue from a contract with a customer, we determined the appropriate accounting treatment by analogy to other guidance. We accounted for the employee retention credit by analogy to International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, of International Financial Reporting Standards (IFRS). Under an IAS 20 analogy, a business entity would recognize the credit on a systematic basis over the periods in which the entity recognizes the payroll expenses for which the grant (i.e., tax credit) is intended to compensate when there is reasonable assurance (i.e., it is probable) that the entity will comply with any conditions attached to the grant and the grant (i.e., tax credit) will be received.

We recorded a $3.1 million receivable in the second quarter of fiscal 2022 for the ERC receivable. This amount was received on March 22, 2022.

Note 9 – Derivative Financial Instruments and Risk Management

In 2017, we entered into a cross-currency interest rate swap to manage the interest rate risk and foreign currency exchange risk associated with the floating-rate foreign currency-denominated term loan borrowing by our Danish Subsidiary and an interest rate swap to manage the interest rate risk associated with our variable rate term loan borrowing. Both swaps were designated as cash flow hedges of floating-rate borrowings.

Our cross-currency interest rate swap agreement effectively modified our exposure to interest rate risk and foreign currency exchange rate risk by converting our floating-rate debt denominated in U.S. Dollars on our Danish subsidiary’s books to a fixed-rate debt denominated in Danish Kroner for the term of the loan, thus reducing the impact of interest-rate and foreign currency exchange rate changes on future interest expense and principal repayments. This swap involved the receipt of floating rate amounts in U.S. Dollars in exchange for fixed-rate interest payments in Danish Kroner, as well as exchanges of principal at the inception spot rate, over the life of the term loan.

The interest rate swap agreement effectively modified our exposure to interest rate risk by effectively converting our floating-rate term-loan debt to fixed-rate debt, thus reducing the impact of interest-rate changes on future interest expense. This swap involved the receipt of floating rate amounts in U.S. Dollars in exchange for fixed rate payments in U.S. dollars over the life of the term loan.

As a direct result of the terms of the Lender’s conditions for entry into the A&R Credit Agreement, on July 30, 2020, we terminated these two swaps. The terms of the A&R Credit Agreement caused those swaps to cease to be effective hedges of the underlying exposures. The termination of the swaps was contracted immediately prior to the end of the second quarter of fiscal 2021 at a cash cost of approximately $0.7 million which was settled in the third quarter of fiscal 2021. Upon termination, the remaining balance of $58,000

in accumulated other comprehensive loss related to the cross-currency interest rate swap was reclassified into earnings as the forecasted foreign currency interest payments will not occur and the $0.2 million balance remaining in accumulated other comprehensive loss related to the interest rate swap is being amortized into earnings through the original term of the hedge relationship as the underlying floating interest rate debt still exists.

The following table presents the impact of our derivative instruments in our condensed consolidated financial statements for the three months ended April 30, 2022 and May 1, 2021:


	Three Months Ended
	Amount of Gain (Loss) Recognized in OCI on Derivative				Location of Gain (Loss) Reclassified from Accumulated OCI into Income		Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
Cash Flow Hedge (In thousands)	April 30, 2022		May 1, 2021				April 30, 2022			May 1, 2021

Swap contracts	$	—	$	—		Other Expense	$	(20	)	$	(20	)

At April 30, 2022, we expect to reclassify approximately $39,000 of net losses on the frozen OCI balance associated with the terminated interest rate swap from accumulated other comprehensive loss to earnings during the next 12 months due to the payment of variable interest associated

with

the floating interest rate debt.

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Note 10 – Royalty Obligation

In fiscal 2018, we entered into an Asset Purchase and License Agreement with Honeywell International, Inc. (“Honeywell”) to acquire an exclusive, perpetual, world-wide license to manufacture Honeywell’s narrow-format flight deck printers for two aircraft families along with certain inventory used in the manufacturing of the licensed printers. The purchase price included a guaranteed minimum royalty payment of

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

The guaranteed minimum royalty payment obligation was recorded at the present value of the minimum annual royalty payments using a present value factor of 2.8%, which is based on the estimated

after-tax

cost of debt for similar companies. As of April 30, 2022, we had paid an aggregate of $8.5 million of the guaranteed minimum royalty obligation. At April 30, 2022, the current portion of the outstanding guaranteed minimum royalty obligation of $2.0 million is to be paid over the next twelve months and is reported as a current liability and the remainder of $3.9 million is reported as a long-term liability on our condensed consolidated balance sheet. We incurred $0.3 million in excess royalty expense for the three-month period ended April 30, 2022, which is included in cost of revenue in our consolidated statements of income. A total of $0.2 million in excess royalties was paid in the first quarter of the current fiscal year and there are $0.3 million in excess royalty payables due as a result of this agreement for the quarter ended April 30, 2022.

Note 11 – Leases

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

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


Operating Leases (In thousands)	Balance Sheet Classification		April 30, 2022		January 31, 2022
Lease Assets		Right of Use Assets	$	976	$	1,094
Lease Liabilities – Current		Other Liabilities and Accrued Expenses		311		327
Lease Liabilities – Long Term		Lease Liabilities		708	$	808

Lease cost information is as follows:

Three Months Ended

Operating Leases

(In thousands)

Statement of Income Classification

April 30,

2022

May 1,

2021

Operating Lease Costs

General and Administrative Expense

113

136

Maturities of operating lease liabilities are as follows:


(In thousands)	April 30, 2022
2023, remaining	$	234
2024		297
2025		195
2026		150
2027		145
Thereafter		89

Total Lease Payments		1,110
Less: Imputed Interest		(91	)

Total Lease Liabilities	$	1,019

As of April 30, 2022, the weighted-average remaining lease term and weighted-average discount rate for our operating leases are 4.5 years and 3.85%, 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.

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Supplemental cash flow information related to leases is as follows:


	Three Months Ended
(In thousands)	April 30, 2022		May 1, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	83	$	92

Note 12 – Accumulated Other Comprehensive Loss

The changes in the balance of accumulated other comprehensive loss (“AOCL”) by component are as follows:


(In thousands)	Foreign Currency Translation Adjustments			Cash Flow Hedges			Total
Balance at January 31, 2022	$	(1,701	)	$	(47	)	$	(1,748	)
Other Comprehensive Loss before reclassification		(933	)		—			(933	)
Amounts reclassified from AOCL to Earnings		—			16			16

Other Comprehensive Income (Loss)		(933	)		16			(917	)

Balance at April 30, 2022	$	(2,634	)	$	(31	)	$	(2,665	)

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

Note 13 – Share-Based Compensation

We have one equity incentive plan from which we are authorized to grant equity awards, the AstroNova, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for, among other things, the issuance of awards, including incentive stock options,

non-qualified

stock options, stock appreciation rights, time-based restricted stock units (“RSUs”), or performance-based restricted stock units (“PSUs”) and restricted stock awards (“RSAs”). The 2018 Plan authorizes the issuance of up to 950,000 shares of common stock, plus an additional number of shares equal to the number of shares subject to awards granted under previous equity incentive plans that are forfeited, cancelled, satisfied without the issuance of stock, otherwise terminated (other than by exercise), or, for shares of stock issued pursuant to any unvested award, that are reacquired by us at not more than the grantee’s purchase price (other than by exercise). Under the 2018 Plan, all awards to employees generally have a minimum vesting period of one year. Options granted under the 2018 Plan must be issued at an exercise price of not less than the fair market value of our common stock on the date of grant and expire after ten years. Under the 2018 Plan, there were 129,363 unvested RSUs; 128,793 unvested PSUs; 20,410 unvested RSAs and options to purchase an aggregate of 135,500 shares outstanding as of April 30, 2022.

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 or 2015 plans, but outstanding awards will continue to be governed by those plans. As of April 30, 2022, options to purchase an aggregate of 285,074 shares were outstanding under the 2007 Plan and options to purchase an aggregate of 136,575 shares were outstanding under the 2015 Plan.

We also have a

Non-Employee

Director Annual Compensation Program (the “Program”), under which each of our

non-employee

directors automatically receives a grant of restricted stock on the date of their

re-election

to our board of directors. The number of whole shares granted is equal to the number calculated by dividing the stock component of the director compensation amount determined by the compensation committee for that year by the fair market value of our stock on that day. The value of the restricted stock award for fiscal 2023 is approximately $62,000. Shares of restricted stock granted under the Program become vested on the first anniversary of the date of grant, conditioned upon the recipient’s continued service on our board of directors through that date.

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Share-based compensation expense was recognized as follows:


	Three Months Ended
(In thousands)	April 30, 2022		May 1, 2021
Stock Options	$	6	$	105
Restricted Stock Awards and Restricted Stock Units		328		370
Employee Stock Purchase Plan		3		3

Total	$	337	$	478

Stock Options

Aggregated information regarding stock option activity for the three months ended April 30, 2022 is summarized below:


	Number of Options			Weighted Average Exercise Price
Outstanding at January 31, 202 2		598,043		$	14.67
Granted		—			—
Exercised		(11,444	)		9.51
Forfeited		(2,050	)		16.66
Canceled		(2,400	)		8.09

Outstanding at April 30, 2022		582,149		$	14.79

Set forth below is a summary of options outstanding at April 30, 2022:


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
$5.00-10.00		25,000	$	7.91		0.4		25,000	$	7.91		0.4
$10.01-15.00		341,849	$	13.62		3.6		342,349	$	13.62		3.6
$15.01-20.00		215,300	$	17.46		5.6		209,200	$	17.43		5.6

		582,149	$	14.79		4.2		576,549	$	14.75		4.2

There were no stock

options granted in fiscal 2022 or 2021, or in the first quarter of fiscal 2023, and as of April 30, 2022, there was no unrecognized compensation expense related to stock options.

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)

Aggregated information regarding RSU and RSA activity for the three months ended April 30, 2022 is summarized below:


	RSAs & RSUs			Weighted Average Grant Date Fair Value

Outstanding at January 31, 2022		199,342		$	12.63
Granted		141,837			12.84
Vested		(61,513	)		12.78
Forfeited		(1,100	)		11.77

Outstanding at April 30, 2022		278,566		$	12.71

As of April 30, 2022, there was approximately $2.4 million of unrecognized compensation expense related to RSUs and RSAs

which is expected to be recognized over a weighted average period of 1.2 years.

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Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan allowing 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 247,500 shares were reserved for issuance under this plan. During the three months ended April 30, 2022 and May 1, 2021, there were 1,550 and 1,813 shares, respectively, purchased under this plan. As of April 30, 2022, 732 shares remain available for purchase under our Employee Stock Purchase Plan.

Note 14 – Income Taxes

Our effective tax rates are as follows:


	First Quarter Ended
Fiscal 2023		12.4	%
Fiscal 2022		(62.0	)%

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 April 30, 2022, we recognized an income tax

expense

of approximately $60,000. The effective tax rate in this period was directly impacted by a $38,000 tax benefit related to the expiration of the statute of limitations on a previously uncertain tax position and a $30,000 tax benefit arising from windfall tax benefits related to the Company’s stock. During the three months ended May 1, 2021, we recognized an income tax benefit of approximately $227,000. The effective tax rate in this period was directly impacted by a $276,000 tax benefit related to the expiration of the statute of limitations on a previously uncertain tax position and a $37,000

tax benefit arising from windfall tax benefits related to the

Company’s stock.

Note 15 – Segment Information

We report two segments: Product Identification and Test & Measurement . We evaluate segment performance based on the segment profit before corporate expenses.

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

	Three Months Ended
	Revenue				Segment Operating Profit
(In thousands)	April 30, 2022		May 1, 2021		April 30, 2022		May 1, 2021
Product Identification	$	21,724	$	23,098	$	1,413	$	2,729
T&M		9,286		5,980		1,911		350

Total	$	31,010	$	29,078		3,324		3,079

Corporate Expenses						2,560		2,344

Operating Income						764		735
Other Expense, Net						279		369

Income Before Income Taxes						485		366
Income Tax Provision (Benefit)						60		(227	)

Net Income					$	425	$	593

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Note 16 – Fair Value

Assets and Liabilities Not Recorded at Fair Value

Our long-term debt, including the current portion of long-term debt not reflected in the financial statements at fair value, is reflected in the table below:


	April 30, 2022
	Fair Value Measurement
(In thousands)	Level 1		Level 2		Level 3		Total		Carrying Value

Long-Term debt and related current maturities	$	—	$	—	$	9,005	$	9,005	$	9,000


	January 31, 2022
	Fair Value Measurement
(In thousands)	Level 1		Level 2		Level 3		Total		Carrying Value

Long-Term debt and related current maturities	$	—	$	—	$	9,255	$	9,255	$	9,250

The fair value of our long-term debt, including the current portion, is estimated by discounting the future cash flows using current interest rates at which similar loans with the same maturities would be made to borrowers with similar credit ratings and is classified as Level 3.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

This section should be read in conjunction with our condensed consolidated financial statements included elsewhere herein and our Annual Report on Form

10-K

for the fiscal year ended January 31, 2022.

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.

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COVID-19

Update—Overview

All of our global operations have been materially adversely affected by the worldwide

COVID-19

pandemic during the past two years. We expect this adverse impact to continue to a degree that we cannot predict.

We made significant modifications to our global operations because of the

COVID-19

pandemic. We initially required most

non-production

related team members to work remotely. Although this is no longer required for health and safety reasons, for many of our team members, remote work has become a preference and we believe we have to a large degree successfully adapted to it through the use of technology and changed management practices, but further adaptations, may be required. We expect that our operations and modalities of

on-site

and remote work will be impacted permanently, as will our increased safety protocols and the other adaptations undertaken during the pandemic, but our practices and plans are still developing, and we cannot predict the results yet.

Since the

COVID-19

pandemic began we have experienced difficulties in obtaining raw materials and components for our products. Some of the structural dislocations in the global economy caused by the pandemic are deepening and prolonging these difficulties. We have had to incur additional costs, such as expedited and express shipping fees (i.e., air rather than ocean freight). These difficulties have also negatively impacted our efficiency, delayed shipments and caused product shortages

We are currently monitoring the world-wide delays in transit time, as freight carriers continue to experience significant delays in overseas shipments. We are addressing these issues through long range planning and procuring higher inventory on severely allocated items to help mitigate potential shortages whenever practicable. We are also monitoring and reacting to extended lead times on electronic components and utilizing a variety of strategies, including blanket orders, vendor-bonded inventories, extended commitments to our supply base, and seeking alternative suppliers. Additionally, we have taken actions to increase regular contact with our essential vendors and increased our forecasting horizon for our products to help us better manage our supply chain. In some cases, we are working with our vendors to help them procure components. Our strategies to counteract the impact of the pandemic and the related supply chain dislocations have increased the amount of inventory we maintain to support our product sales. We have also experienced several situations where component shortages and scarcity have required us to pay significantly higher costs to obtain those components. We will continue to monitor our supply chain going forward and update our mitigation strategies as we determine appropriate. We are not able to predict how current supply chain difficulties will develop in the future, and if the steps we are taking are not effective, it could have a material adverse impact on our results of operations.

Product Identification Update

Our Product Identification business has been negatively impacted by the

COVID-19

pandemic because our ability to meet with customers to demonstrate our products at trade shows and

on-site

in their facilities has been curtailed. We have partially countered this through a variety of virtual,

on-line

selling and digital marketing strategies, but the degree to which this will be successful to mitigate the lack of

face-to-face

selling is unclear.

Test & Measurement Update

The aerospace industry, which we serve through our aerospace product line, has also been significantly disrupted by the

COVID-19

pandemic, both inside and outside of the United States because of the severe decline in the demand for air travel and aircraft, and a general curtailment of aircraft production rates. This has had a material adverse impact on our financial results. While air travel demand and aircraft production demand has recovered to some extent, it remains unclear whether these demand factors will continue to recover and to what extent. The secondary impacts of the demand decline and resulting financial losses on the economic structure of the airline industry could become a negative factor for demand for aircraft due to industry consolidation. Individually or in combination, these factors may continue to have a material adverse impact on our business operations and financial results.

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Results of Operations

Three Months Ended April 30, 2022 vs. Three Months Ended May 1, 2021

Revenue by segment and current quarter percentage change over the prior year for the three months ended April 30, 2022 and May 1, 2021 were:


(Dollars in thousands)	April 30, 2022		As a % of Revenue			May 1, 2021		As a % of Revenue			% Change Compared to Prior Year
Product Identification	$	21,724		70.1	%	$	23,098		79.4	%		(5.9	)%
T&M		9,286		29.9	%		5,980		20.6	%		55.3	%

Total	$	31,010		100.0	%	$	29,078		100.0	%		6.6	%

Revenue for the first quarter of the current year was $31.0 million, representing a 6.6% increase compared to the previous year first quarter revenue of $29.1 million. Revenue through domestic channels for the first quarter of the current year was $19.7 million, an increase of 17.7% from the prior year’s first quarter. International revenue for the first quarter of the current year was $11.4 million, representing 36.6% of our first quarter revenue and reflecting an 8.3% decrease from the previous year first quarter. Current year first quarter international revenue includes an unfavorable foreign exchange rate impact of $0.5 million.

Hardware revenue in the current quarter was $9.3 million, a 21.6% increase compared to the prior year’s first quarter revenue of $7.6 million. The increase is attributable to the T&M segment, as the aerospace printer product line sales revenue increased 91.9% compared to the first quarter of the prior year primarily attributed to growth in demand for new aircraft as air travel increased as

COVID-19

restrictions lessened. The increase in current quarter hardware sales was also impacted, to a lesser degree, by increased data recorder product line sales in the T&M segment. The increase in current quarter hardware sales was partially offset by an overall 25.1% decrease in hardware sales in the PI segment.

Supplies revenue in the current quarter was $17.9 million, a 1.5% decrease compared to the prior year’s first quarter supplies revenue of $18.2 million. The decrease is primarily as a result of lower thermal film supplies sales in the QuickLabel product group and, to a lesser degree, a decline in sales of certain inks and media supplies in the Trojan Label product group, both of which are in the PI segment. The overall decrease in supplies revenue was slightly offset by an increase in sales of ink jet supplies in the QuickLabel product group in the PI segment and an overall increase in sales of supplies in the T&M segment.

Service and other revenues of $3.8 million in the current quarter increased 16.9% compared to first quarter revenue of $3.2 million in the prior year. The increase is due primarily to increased parts and repair revenue for the aerospace printer product line in the T&M segment.

Current year first quarter gross profit was $10.7 million, a 1.5% decrease compared to the prior year’s first quarter gross profit. Current quarter gross profit margin of 34.6% reflects a 2.8 percentage point decrease from the prior year’s first quarter gross profit margin of 37.4%. The lower gross profit margin for the current quarter compared to the prior year’s first quarter is primarily attributable to increased period costs.

Operating expenses for the current quarter were $10.0 million, a 1.9% decrease compared to the prior year’s first quarter operating expenses. Current quarter selling and marketing expenses were $5.9 million, a 3.4% decrease compared to the first quarter of the prior year. The decrease for the current quarter was primarily due to the decrease in amortization expense related to the fiscal 2022 second quarter change in the remaining useful lives and amortization methods for certain of our customer relationship intangibles, as well as decreases in outside services for marketing activities and sales commission expenses. The decrease in current quarter selling and marketing expenses was partially offset by increases in employee wages and benefits and increased travel and entertainment expenses. Current quarter general and administrative expenses were $2.6 million, a 9.2% increase compared to the first quarter of the prior year primarily due to an increase in outside service fees. Research and development (“R&D”) expenses were $1.5 million in the current quarter, an 11.3% decrease compared to $1.7 million in the first quarter of the prior year primarily due to decreases in supplies and repairs expenses and employee wage expenses. R&D spending as a percentage of revenue for the current quarter was 4.9% as compared to 5.9% for the same period in the prior year.

Other expense in the first quarter of the current year was $0.3 million compared to $0.4 million for the same period in the prior year. Current quarter other expense includes interest expense on debt and the revolving line of credit of $0.2 million and $0.1 million of net foreign exchange loss. Other expense for the first quarter of the prior year also consisted primarily of interest expense on our debt of $0.2 million and $0.2 million of net foreign exchange loss.

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We recognized a federal, state and foreign income tax provision for the first quarter of the current year of $60,000, resulting in an effective tax rate of 12.4%. This rate was impacted by a $38,000 tax benefit related to the expiration of the statute of limitations on a previously uncertain tax position and a $30,000 tax benefit arising from windfall tax benefits related to the Company’s stock. During the three months ended May 1, 2021, we recognized an income tax benefit of approximately $227,000. The effective tax rate in this period was directly impacted by a $276,000 tax benefit related to the expiration of the statute of limitations on a previously uncertain tax position and a $37,000 tax benefit arising from windfall tax benefits related to the Company’s stock.

We reported net income of $0.4 million or $0.06 per diluted share for the first quarter of the current year. On a comparable basis, net income for the prior year’s first quarter was $0.6 million or $0.08 per diluted share. Return on revenue was 1.4% for the first quarter of fiscal 2023 compared to 2.0% for the first quarter of fiscal 2022.

Segment Analysis

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


	Three Months Ended
	Revenue				Segment Operating Profit
(In thousands)	April 30, 2022		May 1, 2021		April 30, 2022		May 2, 2020
Product Identification	$	21,724	$	23,098	$	1,413	$	2,729
T&M		9,286		5,980		1,911		350

Total	$	31,010	$	29,078		3,324		3,079

Corporate Expenses						2,560		2,344

Operating Income						764		735
Other Expense, Net						279		369

Income Before Income Taxes						485		366
Income Tax Provision (Benefit)						60		(227	)

Net Income					$	425	$	593

Product Identification

Revenue from the Product Identification segment decreased 5.9% in the first quarter of the current year, with revenue of $21.7 million compared to $23.1 million in the same period of the prior year. The current quarter decrease in revenue is due to a net decrease in both hardware and supply revenue, slightly offset by increased sales of ink jet supplies. Product Identification’s current quarter segment operating profit was $1.4 million, reflecting a profit margin of 6.5%. This compares to the prior year’s first quarter segment profit of $2.7 million and related profit margin of 11.8%. The decrease in Product Identification current year first quarter segment operating profit and margin is primarily due to lower revenue and higher manufacturing and operating costs.

Test & Measurement—T&M

Revenue from the T&M segment was $9.3 million for the first quarter of the current fiscal year, representing a 55.3% increase compared to revenue of $6.0 million for the same period in the prior year. The increase in revenue for the current quarter is primarily attributable to strong hardware sales in our aerospace product lines as a result of the recertification of the Boeing 737 MAX and increase in demand for new aircraft due to increase in air travel as

COVID-19

restrictions lessen. T&M’s first quarter segment operating profit was $1.9 million, reflecting a profit margin of 20.6%, an increase compared to the prior year segment operating profit of $0.4 million and related operating margin of 5.9%. The increase in T&M’s current year first quarter segment operating profit and margin is primarily due to higher revenue and lower operating costs, along with a slightly better sales mix.

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Liquidity and Capital Resources

Overview

Historically, our primary sources of short-term 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.

On July 30, 2020, we entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Bank of America, N.A. (the “Lender”), our wholly owned subsidiary ANI ApS, a Danish private limited liability company and ANI ApS’s wholly-owned subsidiary TrojanLabel ApS, a Danish private limited liability company (“TrojanLabel”). The A&R Credit Agreement amended and restated the Credit Agreement dated as of February 28, 2017, by and among us, ANI ApS, TrojanLabel and the Lender. In connection with our entry into the A&R Credit Agreement, we entered into an Amended and Restated Security and Pledge Agreement and a mortgage in favor of the Lender with respect to our owned real property in West Warwick, Rhode Island. Under the A&R Credit Agreement, AstroNova, Inc. is the sole borrower, and, prior to the effectiveness of the Amendment (as defined below), its obligations were guaranteed by ANI ApS and TrojanLabel.

The Amended Credit Agreement expires on September 30, 2025, a significant extension of tenor. It also eliminated a minimum adjusted EBITDA covenant, an asset coverage covenant and a minimum liquidity covenant, and, subject to ongoing covenant compliance, significantly reduced limitations on restricted payments such as dividends, eliminated restrictions on capital expenditures and increased operating flexibility with respect to funding our global operations.

The Amended Credit Agreement provides for (i) a term loan in the principal amount of $10.0 million, and (ii) a $22.5 million revolving credit facility available for general corporate purposes. At the closing of the Amended Credit Agreement, we borrowed the entire $10.0 million term loan which was used to refinance in full the outstanding term loan under the A&R Credit Agreement. Under the Amended Credit Agreement, revolving credit loans may continue to be borrowed, at our option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Kroner.

While we expected that as a result of the impact of the

COVID-19

pandemic, some of our customers would experience liquidity pressure and be unable to pay us for products on a timely basis, in general our recent receivables collection experience has been consistent with our historical experience and a significant deterioration in receivables collection has not occurred.

In response to the

COVID-19

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

At April 30, 2022, our cash and cash equivalents were $5.8 million. During the first quarter of the current year, we borrowed $3.0 million on our revolving line of credit and at April 30, 2022, we have $19.5 million available for borrowing under that facility. We believe that our available cash and credit facilities combined with our cash generated from operations will be sufficient to support our operating requirements including our capital expenditure commitments.

Indebtedness

Term Loan

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 that is repaid may be reborrowed.

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On December 14, 2021, we and Bank of America, N.A. entered into a LIBOR Transition Amendment (the “LIBOR Amendment”) with regard to the Amended Credit Agreement. The LIBOR Amendment, among other things, (i) changes the rate under the Amended Credit Agreement for borrowings denominated in U.S. Dollars from a LIBOR-based rate to a BSBY (Bloomberg Short-Term Bank Yield Index)-based rate, subject to certain adjustments, (ii) changes the rate under the Amended Credit Agreement for borrowings denominated in British Pounds Sterling from a LIBOR-based rate to a SONIA (Sterling Overnight Index Average)-based rate, subject to certain adjustments, (iii) changes the rate under the Amended Credit Agreement for borrowings denominated in Euros from a LIBOR-based rate to a EURIBOR (Euro Interbank Offered Rate)-based rate, subject to certain adjustments, and (iv) updates certain other provisions of the Amended Credit Agreement regarding successor interest rates to LIBOR.

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. The minimum EBITDA, minimum consolidated asset coverage ratio, minimum liquidity and maximum capital expenditures covenants with which we were required to comply under the A&R Credit Agreement were eliminated by the Amendment. The primary

non-financial

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 held by our wholly-owned Danish subsidiary, ANI ApS), in our wholly-owned German subsidiary AstroNova GmbH, and in our wholly-owned French subsidiary AstroNova SAS), subject to certain exceptions, and by a mortgage on our owned real property in West Warwick, Rhode Island. Pursuant to the Amendment, the guarantees of our obligations under the A&R Credit Agreement that were previously provided by ANI ApS and TrojanLabel were released.

Cash Flow

Our statements of cash flows for the three months ended April 30, 2022 and May 1, 2021 are included on page 5 of this report. Net cash used by operating activities was $1.6 million for the first three months of fiscal 2023 compared to cash provided of $3.9 million for the same period of the previous year. The decrease in net cash provided by operations for the first three months of the current year is primarily due to the decrease in cash provided by working capital. The combination of changes in accounts receivable, inventory, income taxes payable, accounts payable and accrued expenses decreased cash by $3.3 million for the first three months of fiscal 2023, compared to an increase of $1.8 million for the same period in fiscal 2022.

Our accounts receivable balance increased to $18.4 million at the end of the first quarter compared to $17.1 million at year end. Days sales outstanding for the first quarter of the current year also increased to 50 days compared to 45 days at prior year end. The inventory balance was $36.9 million at the end of the first quarter of fiscal 2023, an increase compared to $34.6 million at year end. Inventory days on hand increased to 164 days at the end of the current quarter from 156 days at the prior year end.

The cash position at April 30, 2022, was $5.8 million compared to $5.3 million at year end. The increase in cash during the current quarter was primarily a result of borrowings under the revolving line of credit of $3.0 million. This increase was offset by cash used from the working capital accounts, as discussed above. Cash outflows during the quarter also included principal payments on the long-term debt and the guaranteed royalty obligation of $0.3 million and $0.5 million, respectively.

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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, 2022 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, 2022.

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 impact of the ongoing

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 manufactures 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; (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 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; and (r) other risks included under

“Item 1A-Risk

Factors” in our Annual Report on Form

10-K

for the fiscal year ended January 31, 2022. 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.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

During the three months ended April 30, 2022, 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, 2022.

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Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to

Rule 13a-15(b)

under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to have materially affected, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 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.

Item 1A.

Risk Factors

In addition to the other information set forth in this Quarterly Report on Form

10-Q,

one should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form

10-K

for the fiscal year ended January 31, 2022, which could materially affect our business, financial condition or future operating results. The risks described in our Annual Report on

Form10-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.

There have been no material updates to the risk factors previously disclosed in the Company’s Annual Report on

Form 10-K

for the fiscal year ended January 31, 2022.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the first quarter of fiscal 2023, 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
February 1—February 28		—		$	—			—		—
March 1—March 31,		11,591	(a)(b)	$	14.82	(a) (b)		—		—
April 1—April 30		5,159	(c)	$	14.92	(c)		—		—

(a)

Executives of the Company delivered 4,094 shares of the Company’s common stock toward the satisfaction of taxes due with respect to vesting of restricted shares. The shares delivered were valued at an average market value of $14.70 per share and are included with treasury stock in the consolidated balance sheet. These transactions were not part of a publicly announced purchase plan or program.

(b)

Executives of the Company delivered 7,497 shares of the Company’s common stock toward the satisfaction of taxes due with respect to vesting of restricted shares. The shares delivered were valued at a weighted-average market value of $14.89 per share and are included with treasury stock in the consolidated balance sheet. These transactions were not part of a publicly announced purchase plan or program.

(c)

Executives of the Company delivered 5,159 shares of the Company’s common stock toward the satisfaction of taxes due with respect to vesting of restricted shares. The shares delivered were valued at a weighted-average market value of $14.92 per share and are included with treasury stock in the consolidated balance sheet. These transactions were not part of a publicly announced purchase plan or program.

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Item

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 April 30, 2016 and incorporated by reference herein.

3B		By-laws of the Company as amended to date, filed as Exhibit 3B to the Company’s Annual Report on Form 10-K/A for the fiscal year ended January 31, 2008 (File no. 000-13200) and incorporated by reference herein.

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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		101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ASTRONOVA, INC. (Registrant)

Date: June 8, 2022	By	/s/ Gregory A. Woods
		Gregory A. Woods,
		President and Chief Executive Officer
		(Principal Executive Officer)

	By	/s/ David S. Smith
		David S. Smith,
		Vice President, Chief Financial Officer and Treasurer
		(Principal Accounting Officer and Principal Financial Officer)