AstroNova, Inc. (ALOT) 2024年10-K年度報告「NASDAQ」.pdf

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1、 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31,2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Fo

2、r the transition period from _ to _ Commission file number 0-13200 AstroNova,Inc.(Exact name of registrant as specified in its charter)Rhode Island05-0318215(State or other jurisdiction ofincorporation or organization)(I.R.S.Employer Identification No.)600 East Greenwich Avenue,West Warwick,Rhode Is

3、land02893(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(401)828-4000 Securities registered pursuant to Section 12(b)of the Act:Title of each class TradingSymbol Name of each exchangeon which registeredCommon Stock,$.05 Par Value ALOT NASDAQ Global

4、 MarketSecurities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Sectio

5、n 15(d)of the Act.Yes No 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

6、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 su

7、ch 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,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated f

8、iler,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer SSmaller Reporting Company Emerging growth companyIf an emerging growth company,indicate by check mark if the registrant

9、 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 has filed a report on and attestation to its managements assessment of the e

10、ffectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whethe

11、r the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received b

12、y any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of the registrants voting common equity held by non-affilia

13、tes at August 3,2024,was approximately$105,528,000 based on the closing price on the Nasdaq Global Market on that date.The registrant has no non-voting common shares.As of April 9,2025,there were 7,574,834 shares of Common Stock(par value$0.05 per share)of the registrant outstanding.DOCUMENTS INCORP

14、ORATED BY REFERENCE Portions of the Companys definitive Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.Auditor Firm Id:PCAOB ID No.392Auditor Name:Wolf&Company,P.C.Auditor Location:Boston,MA 2

15、025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm1/79 ASTRONOVA,INC.FORM 10-K TABLE OF CONTENTS Page PART I Item 1.Business2Item 1A.Risk Factors7Item 1B.Unresolved Staff Comments18Item 1C.Cybersecurity18Item 2.Properties Item 3.Legal Proceedings19Item

16、 4.Mine Safety Disclosures19 PART II Item 5.Market for the Registrants Common Stock,Related Stockholder Matters and Issuer Purchases of Equity Securities20Item 6.Reserved20Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations21Item 7A.Quantitative and Qualitativ

17、e Disclosures About Market Risk31Item 8.Financial Statements and Supplementary Data32Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information33Item 9C.Disclosure Regarding Foreign Jurisdictions that Preven

18、t Inspections33 PART III Item 10.Directors,Executive Officers and Corporate Governance 34Item 11.Executive Compensation34Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters34Item 13.Certain Relationships,Related Transactions and Director Independenc

19、e34Item 14.Principal Accountant Fees and Services34 PART IV Item 15.Exhibits and Financial Statement Schedule35Item 16.Form 10-K Summary 35 2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm2/79 1 ASTRONOVA,INC.Forward-Looking Statements The informati

20、on included in this Annual Report on Form 10-K 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 r

21、esults.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 fac

22、tors,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.These risks,uncertainties and factors include,but are not limited to,those factors set forth in this

23、Annual Report on Form 10-K under“Item 1A.Risk Factors.”We undertake no obligation to publicly update or revise any forward-looking statements,whether as a result of new information,future events or otherwise.The reader is cautioned not to unduly rely on such forward-looking statements when evaluatin

24、g the information presented in this Annual Report on Form 10-K.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm3/79 2PART I Item 1.Business General Unless otherwise indicated,references to“AstroNova,”the“Company,”“we,”“our,”and“us”in this Annual Rep

25、ort on Form 10-K refer to AstroNova,Inc.and its consolidated subsidiaries.We design,develop,manufacture,and distribute a broad range of specialty printers and data acquisition and analysis systems,including both hardware and software,which incorporate advanced technologies to acquire,store,analyze,a

26、nd present data in multiple formats.Target markets for our hardware and software products include aerospace,apparel,automotive,aviation,chemicals,computer peripherals,communications,distribution,food and beverage,general manufacturing,packaging,and transportation.Our products are distributed worldwi

27、de through our own sales force,authorized dealers,and independent dealers and representatives.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,an

28、d GetLabels brand names.The T&M segment includes our line of aerospace printers,Ethernet networking products and test and measurement data acquisition systems sold under the AstroNova brand name.Refer to Note 17,“Segment Reporting and Geographical Information,”in our audited consolidated financial s

29、tatements elsewhere in this report for financial information regarding our segments.On May 4,2024,we entered into an agreement to acquire MTEX New Solution,S.A.(“MTEX”),a Portugal-based manufacturer of digital printing equipment that addresses a wide variety of markets and applications including tex

30、tiles,packaging,labeling,apparel,footwear and more.We reported MTEX as a part of our PI segment as of May 6,2024,the closing date of this acquisition.On August 4,2022,we acquired Astro Machine LLC(“Astro Machine”),an Illinois-based manufacturer of printing equipment,including label printers and rela

31、ted accessories,tabbers,conveyors,and envelope feeders.Astro Machine is reported as a part of our PI segment beginning with the third quarter of fiscal 2023.Refer to Note 2,“Acquisitions,”in our audited consolidated financial statements included elsewhere in this report for further details on these

32、acquisitions.The following description of our business should be read in conjunction with“Managements Discussion and Analysis of Financial Conditions and Results of Operations”included elsewhere in this Annual Report on Form 10-K.Description of Business Product Overview We leverage our expertise in

33、data visualization technologies to design,manufacture and market specialty printing systems,test and measurement systems,and related services for select growing markets globally.PI products sold under the QuickLabel,TrojanLabel and GetLabels brands are used in brand owner and commercial applications

34、 to provide product packaging,marketing,tracking,branding,and labeling solutions to a wide array of industries.The PI segment offers a variety of digital color label tabletop printers and light commercial label printers,direct-to-package printers,high-volume presses,and specialty original equipment

35、manufacturer(“OEM”)printing systems.The PI segment also offers a wide range of label,tag and other supplies,including ink and toner,allowing customers to mark,track,protect and enhance the appearance of their products.PI products sold under our May 2024 MTEX acquisition are mid-to-high volume direct

36、-to-package printers and label printers primarily targeting the industrial and commercial printing segments.PI products sold under Astro Machine which was acquired on August 4,2022,also include a variety of label printers,envelope and packaging printing,and related processing and handling equipment.

37、In the T&M segment,we have a long history of using our technologies to provide networking systems and high-resolution flight deck and cabin printers for the aerospace market.In addition,the T&M segment includes data acquisition recorders,sold under the AstroNova brand,to enable our customers to acqu

38、ire and record visual and electronic signal data from local and networked data streams and sensors.The recorded data is processed,analyzed,stored and presented in various visual formats.Product Identification Our PI segment includes QuickLabel,TrojanLabel,GetLabels,Astro Machine and MTEX and offers

39、digital product marking and identification solutions for brand owners,small print shops and OEMs with products sold through channel partners or directly to end users.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm4/79 3The MTEX acquisition enhances

40、 our offerings in the commercial printing segment with hardware,software,and supplies that support efficient,flexible,and cost-saving digital printing primarily targeting mid-to-high volume markets.Customers benefit from on-demand label or packaging printing at an efficient cost,accommodating the ne

41、eds of customers requiring high volumes of medium production runs.In the brand-owner segment,our one-stop shop strategy aims to provide brand-owners and print shops with label printers,application specific label media and matched inks,as well as label management software,which is optimized for excel

42、lent print quality when combined with GetLabels branded tags and label supplies.Our wide range of printers from small tabletop printers to large industrial printers allows us to address a broad range of applications in this segment.Astro Machine is a U.S.-based manufacturing and technology company p

43、roviding inkjet printers,conveyors,tabbers,software,and various components to the mail and addressing markets,as well as the label and packaging markets.Astro Machine serves OEM and value-added resellers that have a deep understanding of these markets and loyal customer bases.Our recently acquired M

44、TEX product portfolio enabled us to further expand into the mid-market segment by providing label and package printing solutions for higher volume brand owners and commercial printers.Additionally,we were able to enter the high-volume market with certain MTEX product offerings.This segment invests i

45、n heavier duty printing equipment with a focus on reliability and optimization of operating costs to maximize profitability.We believe that the next generation print engine technology that we acquired from MTEX will enhance MTEX and other PI offerings.Additionally,the TRAX Machine Monitoring softwar

46、e integrated into all of our MTEX products improves the customer experience by maximizing machine uptime and ensures usage of only authentic AstroNova approved consumables.The PI segment also provides worldwide training and support as well as develops and licenses various specialized software progra

47、ms to design and manage labels,print images,manage and operate our printers and presses,and coordinate printing on an automated basis directly or over networked systems.Test&Measurement Products sold under our T&M segment are designed and manufactured for airborne printing and networking solutions a

48、nd data acquisition.Our aerospace products include flight deck printing solutions,networking hardware and specialized aerospace-grade thermal paper.Our data acquisition systems are used in research and development;flight testing;missile/rocket telemetry;production monitoring;and power and maintenanc

49、e applications.These products are sold to customers in various industries,including aerospace and defense,automotive,commercial airline,energy,manufacturing and transportation,to meet their need to acquire and record data from local and networked data streams and sensors.Our airborne printers,which

50、include our flagship ToughWriter series,are used in the flight decks of military transport,commercial transport,and business aircraft to print hard copies of data.This enhances flight safety and reduces pilot workload by providing ready access to many types of critical flight-specific information re

51、quired for the safe and efficient operation of aircraft.Examples of printed data include navigation maps,arrival and departure information,flight itineraries,weather maps,notice to airmen(NOTAMs),performance data,passenger data,and air traffic control communications.ToughSwitch Ethernet switches are

52、 used primarily in military aircraft and military vehicles to connect multiple computers or Ethernet devices.Our ToughWriter airborne printers and ToughSwitch Ethernet switches are ruggedized to comply with rigorous military and commercial flight-worthiness standards for operation under extreme envi

53、ronmental conditions.We are currently furnishing ToughWriter printers for various aircraft made by Airbus,Boeing,Embraer,Lockheed,Gulfstream,and others.In addition to our ToughWriter products,we furnish other acquired flight deck printer products,including the TP/NP series,the RTP80 series and the P

54、TA-45B series of airborne printers.The PTA-45B is subject to an Asset Purchase and License Agreement with Honeywell International,Inc.(the“Honeywell Agreement”),pursuant to which we acquired an exclusive perpetual worldwide license to manufacture and support Honeywells narrow-format flight deck prin

55、ters for the Boeing B737 and Airbus A320 aircraft.Over time we expect customers to replace the PTA-45B and other acquired printer product lines with the AstroNova-designed ToughWriter products because of its numerous technical features,functional advantages and significant weight savings.Currently,a

56、lmost half of the airborne printers we sell are ToughWriter branded,and we expect the percentage of ToughWriter products to continue to grow over the next several years,and notably in fiscal 2026.Other T&M products include the TMX and TMX-200 all-in-one high-speed data acquisition systems for applic

57、ations requiring high channel counts and acquisition rates;the Daxus DXS-100 distributed data acquisition platform;the SmartCorder DDX-100,a portable all-in-one data acquisition system for R&D facility and field testing;and the Everest EV-5000 and RC-300 digital strip chart recording systems used ma

58、inly in aerospace and defense applications.The Daxus DXS-100 can be connected to the SmartCorder to increase channel count or networked as part of a distributed measurement system spanning vast distances.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.

59、htm5/79 4Technology Our core technologies are data visualization technologies that relate to(1)acquiring data;(2)conditioning the data;(3)displaying or printing the data on hard copy,visual displays or electronic storage media;and(4)analyzing the data.To support our data visualization technology,we

60、maintain technological core competencies and trade secret know-how concerning the subject matter particular to each business unit.The technological disciplines are diverse and include electronic,software,mechanical and industrial engineering aspects.Additionally,we possess engineering expertise in d

61、igital signal processing,image processing,fluidics,color theory,high-speed material handling,and airworthiness design.Intellectual PropertyWe rely on a combination of copyright,patent,trademark,and trade secret laws in the United States and other jurisdictions to protect our technology and brand nam

62、es.While we consider our intellectual property to be important to the operation of our business,other than our Honeywell license agreement,we do not believe that any existing patent,trademark,or other intellectual property right is of such significance that its loss or termination would have a mater

63、ial adverse effect on our business taken as a whole.Manufacturing and Supplies We manufacture many of the products that we design and sell.Raw materials and supplies are typically available from a wide variety of sources.We manufacture many sub-assemblies and parts in-house,including certain special

64、ty printed circuit board assemblies and harnesses,and we have extensive electronic and mechanical final assembly and test operations.Many parts that are not manufactured in-house are standard electronic items available from multiple sources.Other printers and parts are designed or modified by us and

65、 manufactured by outside vendors according to our specifications.We also purchase certain components,assembled products,and supplies used to manufacture or to be sold with our products,from single-or limited-source suppliers.Although we believe the majority of these sole or limited source components

66、,assembled products,and supplies could be sourced elsewhere with appropriate changes in the design of our products,the required design changes might not be feasible on a timely basis,and any interruption in these components,products or supplies could adversely affect our business.When circumstances

67、cause us to anticipate that we may not be able to acquire such components,products or supplies on a timely basis,our practice is to procure a sufficient quantity in advance.In the past,we have made such advanced purchases primarily for aerospace products and in quantities that we anticipate will suf

68、fice for the life of the aircraft program for which those printers are designed.Marketing and Competition We compete worldwide in multiple markets.Through our existing network of manufacturing,sales and support facilities,during fiscal 2025,we sold our products to customers in approximately 100 coun

69、tries.We believe we are a market leader in tabletop digital color label printing technology in the specialty on-demand printing field,the market leader in flight deck printers,and an innovator in digital color mini-press systems.In the data acquisition area,we are one of the leaders in general-purpo

70、se,portable,high-speed data acquisition systems.We retain our leadership position in the markets we serve by virtue of our proprietary technology,product reputation,delivery,channels to market,technical assistance,and service to customers.The number of competitors we face in any given market varies

71、by product line.Key competitive factors vary among our product lines but include technology,quality,service and support,distribution network and breadth of product and service offerings.Our PI products are sold by direct field salespersons and independent dealers and representatives,while our T&M pr

72、oducts are sold predominantly through independent representatives.In the United States,we have factory-trained direct-field salespeople located throughout the country specializing in PI products.We also have direct field sales or service centers in Canada,China,Denmark,France,Germany,Malaysia,Mexico

73、,Portugal,Singapore,and the United Kingdom staffed by our own employees and dedicated third-party contractors.Additionally,we utilize over 125 independent dealers and representatives selling and marketing our products in approximately 60 countries.No single customer accounted for 10%or more of our n

74、et revenue in any of the last three fiscal years.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm6/79 5Order Backlog Our order backlog is predominantly but not exclusively for products that will be delivered within twelve months,and backlog schedule

75、d for beyond twelve months is predominantly within the T&M segment.However,backlog varies regularly and is not a highly reliable predictive indicator of near-term future sales trends,primarily due to the frequent longer-term original equipment and supplies orders within the T&M segment.In the PI seg

76、ment,we have multi-period(but typically not multi-year)blanket order arrangements with many customers for labels and other supplies.Printer hardware in the PI segment is typically shipped within a short period of time after orders are booked.Manufacturing production is designed to meet forecasted de

77、mand and built-to-order customer requirements.Backlog at January 31,2025 and 2024 was$28.3 million and$31.4 million,respectively.Government Regulation We are subject to a wide variety of laws,rules,mandates,and regulations,some of which apply or may apply to us as a result of our business,particular

78、ly with respect to our aircraft cockpit printer business which sells in a highly regulated industry.For example,material modifications to an airborne printer cannot be made without having progressed through an extensive series of product qualification and certification steps that are technically com

79、plicated,expensive to execute,typically slow the pace of product development in that industry and can constrain our ability to quickly respond to pricing fluctuations or disruptions to our supply chain for products.Other applicable and potentially applicable regulations and laws include regulations

80、and laws regarding taxation,accounting and U.S.Securities and Exchange Commission(“SEC”)reporting,privacy,data protection,pricing,content,distribution,energy consumption,environmental regulation,competition,consumer protection,employment,import and export matters,information reporting requirements,a

81、ccess to our services and facilities,the design and operation of websites,health,safety,and sanitation standards,the characteristics and quality of products and services,product labeling and unfair and deceptive trade practices.Our business outside of the U.S.exposes us to foreign and additional U.S

82、.laws and regulations,including but not limited to,laws and regulations relating to taxation,business licensing or certification requirements,consumer protection,intellectual property rights,consumer and data protection,privacy,encryption,restrictions on pricing or discounts,and the U.S.Foreign Corr

83、upt Practices Act and other applicable U.S.and foreign laws prohibiting corrupt payments to government officials and other third parties.Environmental Matters We believe that we are in compliance with all applicable federal,state,and local laws concerning the discharge of material into the environme

84、nt or otherwise relating to the protection of the environment.We have not experienced any material costs in connection with environmental compliance and do not believe that such compliance will have any material effect on our financial position,results of operations,cash flows,or competitive positio

85、n.Employees As of January 31,2025,we employed 441 full-time employees,including 72 employees from our MTEX acquisition.Of our full-time employees,280 were in the United States,143 were in Europe,11 were in Canada,five were in Asia,and two were in Mexico.Our employees are not represented by a labor u

86、nion or covered by a collective bargaining agreement,except for employees in France,where local regulations generally require collective bargaining agreements.Successful execution of our business strategy depends on our ability to retain several key employees in both individual contributor and manag

87、ement roles.We continuously assess the risk of losing our key employees through regular communications,engagement surveys and assessments of the labor market.Our retention strategy is focused on ensuring competitive compensation packages,career and professional development,leadership coaching and ot

88、her initiatives to improve overall engagement with our key employees.Culture We are deeply committed to,and invest substantial resources in,maintaining and improving a strong and definable company culture that shapes how we operate and engage with stakeholders and employees.Our culture consists of f

89、our key components:A powerful set of core values:Customer First,One Global Team,Innovation,Continuous Improvement and Building Shareholder Value.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm7/79 6The AstroNova Operating System(AOS),the comprehens

90、ive business management process which helps us manage the business in pursuit of continuous improvements in quality,delivery,cost,and growth.A commitment to operating with integrity and compliance to ensure our business is conducted in an honest,legal,and environmentally responsible manner.A passion

91、ate commitment to quality that drives our goal to achieve zero defects and understand our customers changing needs and expectations.Our objective is for these core values to guide our employees behavior and direct how we conduct our business.These core values are reinforced during new hire orientati

92、on,ongoing engagement surveys,leadership development,and team development activities and are also demonstrated through teamwork,leadership,and everyday interactions.Other Information Our business is not seasonal in nature.However,our revenue is impacted by the variable size of certain individual cus

93、tomer revenue transactions,which can cause fluctuations in revenue from quarter to quarter and which may be inconsistent with the underlying business or general economic trends.For example,in our T&M segment,government procurement and contracting practices can result in material fluctuations in our

94、backlog and revenues.Information about Our Executive Officers The following sets forth certain information with respect to all executive officers of the Company as of April 15,2025.All officers serve at the pleasure of the Board of Directors.Name Age PositionGregory A.Woods 66 President,Chief Execut

95、ive Officer and DirectorThomas D.DeByle 65 Vice President,Chief Financial Officer and TreasurerStephen M.Petrarca 62 Vice President-OperationsMichael J.Natalizia 61 Vice President-Technology&Strategic Alliances,Chief Technology OfficerTom W.Carll 58 Vice President and General Manager-AerospaceMr.Woo

96、ds has served as Chief Executive Officer of the Company since February 1,2014.Mr.Woods joined the Company in September 2012 as Executive Vice President and Chief Operating Officer and was appointed President and Chief Operating Officer on August 29,2013.Mr.DeByle was appointed Vice President,Chief F

97、inancial Officer,and Treasurer of the Company effective June 17,2024.Prior to joining the Company,Mr.DeByle served as Chief Financial Officer for Plastic Industries,a manufacturer of blow molded,high-density polyethylene bottles for food,specialty beverage,dairy,health,wellness,household and industr

98、ial product markets,from October 2021 through the sale of the business to Altium Packaging in August 2022.Mr.DeByle also held the position of Sr.Vice President and Chief Financial Officer of NN,Inc.,a global precision component manufacturer with extensive experience in machining,stamping,and preciou

99、s metal plating from September 2019 to June 2021,and Vice President,Chief Financial Officer and Treasurer of Standex International Corporation,a global multi-industry manufacturer in five broad business segments:Electronics,Engraving,Scientific,Engineering Technologies,and Specialty Solutions from M

100、arch 2008 through September 2019.Additionally,Mr.DeByle currently serves on the Board of Directors of Chase Corporation and Good Foods Group,LLC.Mr.Petrarca was appointed Vice President-Operations in 1998.He has previously held positions as General Manager of Manufacturing,Manager of Grass Operation

101、s and Manager of Grass Sales.He has been with the Company since 1980.Mr.Natalizia was appointed Vice President-Technology&Strategic Alliances and Chief Technology Officer of the Company on March 9,2012.Prior to this appointment,Mr.Natalizia had held the position of Director of Product Development of

102、 the Company since 2005.Mr.Carll joined the Company in 1989 and has held the position of Vice President and General Manager-Aerospace since 2011.Previously,Mr.Carll was Product Manager and National Sales Manager of the AstroNova Test&Measurement product group and,from its formation in 2004,the Astro

103、Nova Aerospace business group.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm8/79 7Code of Ethics We have adopted a Code of Conduct which applies to all of our directors,officers and employees of the Company,including our Chief Executive Officer(“C

104、EO”),Chief Financial Officer(“CFO”),and principal accounting officer which meets the requirements of a“code of ethics”as defined in Item 406 of Regulation S-K.A copy of the Code of Conduct will be provided to shareholders,without charge,upon request directed to Investor Relations or can be obtained

105、on our website,(),under the heading“InvestorsCorporate GovernanceGovernance Documents.”We intend to disclose any amendment to,or waiver of,a provision of the Code of Conduct for the CEO,CFO,principal accounting officer,or persons performing similar functions by posting such information on our websit

106、e.Available Information We make available on our website()our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and,if applicable,amendments to those reports filed or furnished pursuant to Sections 13(a)or 15(d)of the Securities Exchange Act of 1934 as soon as rea

107、sonably practicable after we electronically file such material with,or furnish it to,the U.S.Securities and Exchange Commission(SEC).These filings are also accessible on the SECs website at http:/www.sec.gov.Item 1A.Risk Factors The following risk factors should be carefully considered in evaluating

108、 AstroNova,because such factors may have a significant impact on our business,operating results,liquidity and financial condition.As a result of the risk factors set forth below,actual results could differ materially from those projected in any forward-looking statements.Additional risks and uncerta

109、inties not presently known to us,or that we currently consider to be immaterial,may also impact our business operations.Business and Industry Risks:Our operating results and financial condition could be harmed if the markets into which we sell our products decline or do not grow as anticipated.Any d

110、ecline in our customers markets or their general economic conditions would likely result in a reduction in demand for our products.For example,the late 2024 strike at Boeing has negatively affected our volume of airborne printer deliveries.In addition,the impact of air-safety incidents or of another

111、 viral pandemic or other widespread health emergencies could negatively impact our business in the future.Production or supply chain issues experienced by any aircraft manufacturer may cause aircraft deliveries to grow more slowly or decline,which would reduce demand for our products,and in turn har

112、m our results of operations,financial position and cash flows.Our future revenue growth depends on our ability to develop and introduce new products and services on a timely basis and achieve market acceptance of these new products and services.The markets for our products are characterized by evolv

113、ing technologies which in turn affect our product introduction cycles.Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying high-quality,cost-effective products,product enhancements and services on a timely basis and by

114、 keeping pace with technological developments and emerging industry standards.The success of our new products will also depend on our ability to differentiate our offerings from our competitors offerings,price our products competitively,anticipate our competitors development of new products,and main

115、tain high levels of product quality and reliability.We spend a significant amount of time and effort on the development of our airborne and color printer products as well as our data acquisition and recorder products.Failure to meet our customers changing business needs or to further develop any of

116、our new products and their related markets as anticipated could adversely affect our future revenue growth and operating results.As we introduce new or enhanced products,we must also successfully manage the transition from older products to minimize disruption in customers ordering patterns,avoid ex

117、cessive levels of older product inventories and provide sufficient supplies of new products to meet customer demands.The introduction of new or enhanced products may shorten the life cycle of our existing products,or replace sales of some of our current products,thereby offsetting the benefit of eve

118、n a successful product introduction and may cause customers to defer purchasing existing products in anticipation of the new products.Additionally,when we introduce new or enhanced products,we face numerous risks relating to product transitions,including the inability to accurately forecast demand,m

119、anage excess and obsolete inventories,address new or higher product cost structures,and manage different sales and support requirements due to the type or complexity of the new products.Any customer uncertainty regarding the timeline for rolling out new products or our plans 2025/5/19 10:2610-Khttps

120、:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm9/79 8for future support of existing products may cause customers to delay purchase decisions or purchase competing products which would adversely affect our business and operating results.Operational and Business Strategy Ri

121、sks:We are dependent upon contract manufacturers for some of our products.If these manufacturers do not meet our requirements,either in volume or quality,then we could be materially harmed.We subcontract the manufacturing and assembly of certain of our products to independent third parties at facili

122、ties located in various countries.Relying on subcontractors involves a number of significant risks,including:Disruptions in the global supply chain;Limited control over the manufacturing process;Potential absence of adequate production capacity;Potential delays in production lead times;Unavailabilit

123、y of certain process technologies;Reduced control over delivery schedules,manufacturing yields,quality and costs;and Exposure to rapid unplanned cost increases that cannot be adequately recovered by customer price increases due to market competition or contractual constraints.If one of our significa

124、nt subcontractors becomes unable or unwilling to continue to manufacture or provide these products in required volumes,fails to meet our quality standards,or imposes rapid price increases that we cannot recover in the market,we will have to identify alternate qualified subcontractors,take over the m

125、anufacturing ourselves,or redesign our products to use components from other suppliers.Additional qualified subcontractors may not be available or may not be available on a timely or cost-competitive basis.Any interruption in the supply,increase in the cost of the products manufactured by a third-pa

126、rty subcontractor,or failure of a subcontractor to meet quality standards could have a material adverse effect on our business,operating results and financial condition.For certain components,assembled products and supplies,we are dependent upon single or limited source suppliers.If these suppliers

127、do not meet demand,either in volume or quality,then we could be materially harmed.Although we use standard parts and components for our products where possible,we purchase certain components,assembled products and supplies used in the manufacture of our products from a single source or limited suppl

128、ier sources.If the supply of a key component,assembled products,or certain supplies were to be delayed or curtailed or,in the event a key manufacturing or sole supplier delays shipment of such components or assembled products,our ability to ship products in desired quantities and in a timely manner

129、would be adversely affected.Our business,results of operations and financial position could also be adversely affected,depending on the time required to obtain sufficient quantities from the original source or,if possible,to identify and obtain sufficient quantities from an alternative source as wel

130、l as incurring higher costs to obtain needed components.Additionally,if any single or limited source supplier becomes unable or unwilling to continue to supply components,assembled products,or supplies in required volumes or at acceptable prices,we will have to identify and qualify acceptable replac

131、ements or redesign our products with different components.Alternative sources may not be available,or product redesign may not be feasible on a timely basis.For example,in fiscal 2023,we experienced increased difficulty in obtaining certain technology-based parts,components and supplies from the lar

132、gest single supplier of our PI segment at stable or predictable prices.Additionally,we experienced repeated significant quality problems with that supplier.We have responded to these issues by increasing our inventories of those products to mitigate supply risk,negotiating quality related cost reimb

133、ursements,and in some cases,accelerating our development of PI products that rely on alternative suppliers.In fiscal 2024,we incurred$0.6 million of incremental expense relating to warranty services and implementation of corrective retrofits resulting from these issues.Any interruption in the supply

134、 of or increase in the cost of the components,assembled products and supplies provided by single or limited source suppliers could have a material adverse effect on our business,operating results,and financial condition.We face significant competition,and our failure to compete successfully could ad

135、versely affect our results of operations and financial condition.We operate in an environment of significant competition,especially in the markets in which we sell our PI printers and T&M data acquisition products.This competition is driven by rapid technological advances,evolving industry standards

136、,frequent new product introductions and the demands of customers to become more efficient.Our competitors range from large international companies to relatively small firms.We compete based on technology,performance,price,quality,reliability,brand,distribution and customer service and support.Our su

137、ccess in future performance is largely dependent upon our ability to compete successfully in the 2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm10/79 9markets we currently serve and to expand into additional market segments.Additionally,current com

138、petitors or new market entrants may develop new products or services with features that could adversely affect the competitive position of our products.To remain competitive,we must develop new products,services and applications and periodically enhance our existing offerings.If we are unable to com

139、pete successfully,our customers could seek alternative solutions from our competitors and we could lose market share,which could materially and adversely affect our business,results of operations and financial position.Our profitability is dependent upon our ability to control our cost structure.Our

140、 profitability is directly impacted by our levels of fixed and variable costs.We are continually reviewing our operations with a view towards reducing our cost structure,including but not limited to reducing our labor cost-to-revenue ratio,improving process and system efficiencies and outsourcing ce

141、rtain internal functions.In fiscal 2024,we engaged in restructuring actions to reduce our cost structure in our PI segment and we recently announced that we will implement another restructuring action focused on the PI segment in fiscal 2026.However,if these efforts to constrain the cost of our oper

142、ations are inadequate to offset higher product and employee wage costs,our results of operations and financial position could be materially adversely affected.Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement or the loss of certain

143、 licenses could prevent or restrict our ability to compete.We rely on patents,trademarks,licenses,and proprietary knowledge and technology,both internally developed and acquired,in order to maintain a competitive advantage.Our competitors may develop technologies that are similar or superior to our

144、proprietary technologies or design technologies around the intellectual property protections or licenses that we currently own.The loss of our Honeywell license agreement could have a material adverse impact on our business.Operating outside the United States also exposes us to additional intellectu

145、al property risk.The laws and enforcement practices of certain jurisdictions in which we operate do not protect our intellectual property rights to the same extent as in the United States.Any diminution in our ability to defend against the unauthorized use of these rights and assets could have an ad

146、verse effect on our results of operations and financial condition.Litigation may be necessary to protect our intellectual property rights or defend against claims of infringement,which could result in significant costs and divert our managements focus away from operations.We have significant invento

147、ries on hand.We maintain a significant amount of inventory,and as a result of recent supply chain disruptions and announced or anticipated price increases from suppliers and possibly from tariffs,we have further increased the amount of inventory we maintain on hand to ensure we are able to meet mark

148、et demand for our products at a reasonable price.These increases have been concentrated in label printing machines and supplies sold by our PI business,as well as in electronic components and assemblies in our T&M business.We maintain allowances for slow-moving and obsolete inventory that we believe

149、 are adequate,but any significant unanticipated changes in future product demand or market conditions could have an impact on the value of inventory and adversely affect our business,operating results and financial condition.We could incur liabilities as a result of installed product failures due to

150、 design or manufacturing defects.We have incurred and could in the future incur additional liabilities because of product failures due to design or manufacturing defects.Our products may have defects despite our internal testing or testing by customers.These defects could result in,among other thing

151、s,increased warranty provisions,a delay in recognition of sales,loss of sales,loss of market share,failure to achieve market acceptance,or damage to our reputation.We could be subject to material claims by customers and may incur substantial expenses to correct any product defects.While in the past,

152、we have successfully obtained partial compensation from suppliers for their contribution to product quality issues,we may not be successful in such a recovery in the future,and these recoveries have not in the past and are not in the future likely to fully offset all of the financial impact on us.Fo

153、r example,in fiscal 2023,the quality of products obtained from one of the key suppliers to our PI segment declined and we were unable to detect latent defects in their products in a timely manner,which resulted in our incurring increased technical service and warranty expenses.We obtained partial co

154、mpensation from that supplier,but this was insufficient to fully cover all of our costs related to this issue.We also believe we have experienced demand declines as a result of customers perceptions of the quality defects related to this supplier.In fiscal 2024,we continued to have quality and relia

155、bility issues in certain models of our PI printers as a result of faulty ink provided by one of our larger suppliers.During the second quarter of fiscal 2024,we initiated a program to retrofit all of the printers sold to our customers that were affected by the faulty ink at a total cost of$0.6 milli

156、on.If we continue to experience product failures due to design or manufacturing defects,our business,results of operations and financial position could be materially and adversely affected.In addition,through our acquisitions of Astro Machine and MTEX,we have assumed,and may in the future,assume lia

157、bilities related to products previously developed by an acquired company that may not have been subjected to adequate product development,testing and quality control processes,and may have unknown or undetected defects.Some types of defects may not be detected until the product is installed in a use

158、r environment.This may cause us to incur significant warranty,repair,or re-engineering costs.As such,it could also divert the attention of engineering personnel from product development efforts,which may result in increased costs and lower profitability.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives

159、/edgar/data/8146/000095017025054163/alot-20250131.htm11/79 10We could experience a significant disruption in,or a security breach of,our information technology system,which could harm our business and adversely affect our results of operations.We rely on on-premise and cloud-based information techno

160、logy systems,some of which are managed by or licensed from third parties,to support many critical aspects of our business,as well as to process,transmit,and store our own electronic proprietary or confidential information,and confidential information of customers,employees,suppliers,and others,inclu

161、ding personally identifiable information,credit card data,and other proprietary,confidential information.These systems are vulnerable to damage,disruptions,and/or shutdowns due to attacks by cyber-criminals,data breaches,employee errors,power outages,computer viruses,telecommunication or utility fai

162、lures,systems failures,natural disasters,catastrophic events,or other unforeseen events.These vulnerabilities could interfere with our operations,compromise our data processing capacity and the security of our information and that of our customers and suppliers,and expose us to liability,which could

163、 adversely impact our business and reputation.We actively manage these risks through various hardware and software-based techniques that we own,license,or otherwise procure from third parties under contract to safeguard our systems.We also own or procure data storage redundancy and disaster recovery

164、 capability from third parties.We have increased our investment in tools,techniques,and training that we believe will reduce our vulnerability to attacks by cybercriminals.However,due to the complexity of our systems,and especially the ever-increasing sophistication of cyber-criminals,there is no as

165、surance that our efforts will be sufficient to prevent cyber-attacks,security breaches,or other potential exploitation of vulnerabilities or systems failures.In any such circumstance,our system redundancy and other disaster recovery planning may be ineffective or inadequate.While we have experienced

166、,and expect to continue to experience,these types of threats to our information technology networks and infrastructure,none of them to date has led to an event that has had a material impact.However,in the future,such events could result in legal claims or proceedings,liability or penalties under pr

167、ivacy laws,disruption in operations,and damage to our brand and reputation,all of which could adversely affect our business,operating results,and financial condition.We maintain insurance for various cybersecurity risks to mitigate their possible impact.Due to the prevalence of claims in the market

168、for cybersecurity insurance,the cost for that insurance has increased,and the underwriting criteria to obtain such insurance have become far more demanding.There is no assurance that we will be able to obtain such insurance in the future despite our substantial investments in cybersecurity.If we can

169、 do so,it may be at substantially higher costs.In addition,in response to these higher costs,we may choose to reduce the amount of insurance we maintain because our improvements in our cybersecurity profile have reduced our risk exposure relative to the increased cost of insurance.If our risk assess

170、ments prove incorrect and we have a loss that is not fully covered by insurance,our financial condition and results of operations could be materially negatively impacted.We depend on our key employees and other highly qualified personnel and our ability to attract and develop new,talented profession

171、als.Our inability to attract and retain key employees,as well as challenges with respect to the management of human capital resources,could compromise our future success and our business could be harmed.Our future success depends upon our ability to attract and retain,through competitive compensatio

172、n and benefits programs,professional and executive employees,including sales,operating,marketing,and financial management personnel as well as our ability to manage human capital resources.There is substantial competition for skilled personnel,and the failure to attract,develop,retain and motivate a

173、dequately qualified personnel could negatively impact our business,financial condition,results of operations and prospects.In order to hire new personnel or retain or replace our key personnel,we must maintain competitive compensation and benefits,and we may also be required to increase compensation

174、,which would decrease net income.Additionally,several key employees have special knowledge of customers,supplier relationships,business processes,manufacturing operations,regulatory and customer quality compliance management,and financial management issues.The loss of any of these employees as the r

175、esult of competitive compensation pressures or ineffective management of human capital resources could harm our ability to perform efficiently and effectively until their knowledge and skills are replaced,which might be difficult to do quickly,and as a result could have a material adverse effect on

176、our business,financial condition,and results of operations.Failure to retain or attract key personnel could impede our ability to grow and could result in our inability to operate our business profitably.Although we have not experienced any material disruptions due to labor shortages to date,we have

177、 observed an overall tightening and increasingly competitive labor market,and the demand for qualified individuals is expected to remain strong for the foreseeable future.Any sustained labor shortage or increased turnover rates within our employee base could lead to increased costs and lost profitab

178、ility and could otherwise compromise our ability to efficiently operate our business.We have recorded significant goodwill impairment charges and may be required to record additional charges to future earnings if our goodwill or intangible assets become further impaired,which could materially advers

179、ely impact our results of operations.We test our goodwill balances annually,or more frequently if indicators are present or changes in circumstances suggest that impairment may exist.We assess goodwill for impairment at the reporting unit level and monitor the key drivers of fair value to detect eve

180、nts or other changes that would warrant an interim impairment test of our goodwill and intangible assets.Declines in the future performance and cash flows of a reporting unit or asset group,changes in our reporting units or in the structure of our business as a result of future reorganizations,acqui

181、sitions or divestitures of assets or businesses,or changes in other key assumptions,may result in the recognition of significant asset impairment charges,which could have a material adverse impact on our results of operations.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/00009501702

182、5054163/alot-20250131.htm12/79 11We also review our long-lived assets including property,plant and equipment,and other intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.Factors we consider include significant under-performance

183、 relative to expected historical or projected future operating results,significant negative industry or economic trends and our market capitalization relative to net book value.In fiscal 2025,we recorded a goodwill impairment charge of$13.4 million related to our MTEX acquisition,due in part to MTEX

184、s post-acquisition performance and changes to our managements expectations with regard to MTEXs performance in future periods.We may be required in the future to record additional significant charges to earnings in our financial statements during the period in which any impairment of our long-lived

185、assets is determined.Such charges could have a significant adverse impact on our results of operations and our financial condition.Financial and Economic Risks:Changes to United States tariff and import/export regulations and potential countermeasures could increase our costs and disrupt our global

186、supply chain,which could negatively impact the results of our operations.The United States has recently instituted or proposed changes in trade policies that include the renegotiation or termination of trade agreements,the imposition of higher tariffs on imports into the United States,economic sanct

187、ions on individuals,corporations or countries,and other government regulations affecting trade between the United States and other countries.There continues to exist significant uncertainty about the future relationship between the U.S.and other countries with respect to tariffs and other trade matt

188、ers.In response to these actions,other countries have announced retaliatory tariffs and other trade measures against the United States.These developments,or the perception that any of them could occur,may have a material adverse effect on global economic conditions and the stability of global financ

189、ial markets,and may significantly reduce global trade and,in particular,trade between the impacted nations and the United States,which could impact the way in which we do business and could increase the cost of our products.Additionally,such tariffs and any countermeasures could increase the cost of

190、 raw materials and components necessary for our operations,increase volatility in the markets in which we operate,disrupt our global supply chain and create additional operational challenges,all of which could have a material adverse effect on our financial condition,results of operations and cash f

191、lows.We face risks related to recession,inflation,stagflation and other economic conditions.Customer demand for our products may be impacted by weak economic conditions,inflation,stagflation,recession,rising interest rates,equity market volatility or other negative economic factors in the U.S.or oth

192、er nations.For example,under these conditions or the expectation of such conditions,our customers may cancel orders,delay purchasing decisions,or reduce their use of our services.In addition,these economic conditions could result in higher inventory levels and the possibility of additional charges i

193、f we request changes in delivery schedules or if suppliers incur additional costs that they pass on to us.Further,in the event of a recession or threat of a recession,our suppliers,distributors,and other third-party partners may suffer their own financial and economic challenges and,as a result,they

194、 may demand pricing accommodations,delay payment,or become insolvent,which could harm our ability to meet our customers demands or collect revenue or could otherwise harm our business.Similarly,disruptions in financial or credit markets may impact our ability to manage normal commercial relationship

195、s with our customers,suppliers and creditors and might cause us to not be able to continue to access preferred sources of liquidity when we would like,if at all,and our borrowing costs could increase.Thus,if general macroeconomic conditions continue to deteriorate,our business and financial results

196、could adversely affect our business,operating results and financial condition.In addition,we are subject to risks from inflation and increasing market prices of certain components,supplies,and raw materials,which are incorporated into our end products or used by our suppliers to manufacture our end

197、products.These components,supplies and other raw materials have from time to time become restricted.General market factors and conditions have in the past and may in the future affect pricing of such components,supplies,and commodities.Economic,political and other risks associated with international

198、 sales and operations could adversely affect our results of operations and financial position.Because we sell our products worldwide,our business is subject to risks associated with doing business internationally.Revenue from international operations,which includes both direct and indirect sales to

199、customers outside the U.S.,accounted for approximately 41%of our total revenue for fiscal 2025,and we anticipate that international sales will continue to account for a significant portion of our revenue.In addition,we have employees,suppliers,contractors and facilities located outside the U.S.Accor

200、dingly,our business,operating results and financial condition could be harmed by a variety of factors,including:Interruption to transportation flows for delivery of parts to us and finished goods to our customers;Customer and vendor financial stability;Fluctuations in foreign currency exchange rates

201、;2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm13/79 12Changes in a specific countrys or regions environment including political,economic,monetary,regulatory,or other conditions;Trade protection measures and import or export licensing requirements

202、,including the imposition of additional sanctions,tariffs or other trade restrictions or embargoes;Negative consequences from changes in tax laws;Difficulty in managing and overseeing operations that are distant and remote from corporate headquarters;Difficulty in obtaining and maintaining adequate

203、staffing;Differing labor regulations;Failure to comply with complex and rapidly changing government economic sanctions against other countries,especially arising from responses to armed conflict;Unexpected changes in regulatory requirements;andGeopolitical turmoil,including terrorism,war,market disl

204、ocations,and public health disruptions,such as that caused by the COVID-19 pandemic,the Russia-Ukraine war or the impact of recently announced tariffs and other trade protection measures.To date,the impact of the Russia-Ukraine war and the resulting governmental sanctions followed by our decision to

205、 halt all activities in the affected areas,has had an immaterial direct impact on our revenues.We believe,however,that the impact on the economies of Western Europe,especially Germany,which is the largest non-North American market for our products,has had a negative impact on demand for our products

206、.Changes in our tax rates or exposure to additional income tax liabilities or assessments could affect our profitability.In addition,audits by tax authorities could result in additional tax payments for prior periods.As a global company,we are subject to taxation in numerous countries,states and oth

207、er jurisdictions.As a result,our effective tax rate is based on the tax rates in effect where we operate.In preparing our financial statements,we estimate the amount of tax that will become payable in each jurisdiction.Our effective tax rate may vary as a result of numerous factors,including changes

208、 in the mix of our profitability from jurisdiction to jurisdiction,the results of examinations and audits of our tax filings,whether we secure or sustain acceptable arrangements with tax authorities,adjustments to the value of our uncertain tax positions,changes in accounting for income taxes and ch

209、anges in tax laws.Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations.Changes to tax laws and regulations or changes to the interpretation thereof,the ambiguity of tax laws and regulations,the subjectivity

210、of factual interpretations,uncertainties regarding the geographic mix of earnings in any particular period,and other factors could have a material impact on our estimates of our effective tax rate and our deferred tax assets and liabilities.The impact of these factors may be substantially different

211、from period to period.In addition,the amount of income taxes we pay is subject to ongoing audits by U.S.federal,state,and local tax authorities.If audits result in payments or assessments different from our reserves,our future results may include unfavorable adjustments to our tax liabilities and ou

212、r financial statements could be adversely affected.Any further significant changes to the tax system in the United States or in other jurisdictions(including changes in the taxation of international income as further described below)could adversely affect our financial statements.We may have exposur

213、e to additional tax liabilities,which could negatively impact our income tax expense,net income and cash flow.We are subject to income and other taxes in both the U.S.and the foreign jurisdictions in which we operate.The determination of our worldwide provision for income taxes and current and defer

214、red tax assets and liabilities requires judgment and estimation.In the ordinary course of our business,there are many transactions and calculations where the ultimate tax determination is uncertain.We are subject to regular review and audit by both domestic and foreign tax authorities and to the pro

215、spective and retrospective effects of changing tax regulations and legislation.Although we believe our tax estimates are reasonable,the ultimate tax outcome may materially differ from the amounts recorded in our consolidated financial statements and may materially affect our income tax benefit or ex

216、pense,net loss or income,and cash flows in the period in which such determination is made.Deferred tax assets are recognized for the expected future tax consequences of temporary differences between the carrying amount for financial reporting purposes and the tax bases of assets and liabilities,and

217、for net operating losses and tax credit carry forwards.In some cases,we may record a valuation allowance to reduce our deferred tax assets to estimated realizable value.We review our deferred tax assets and valuation allowance requirements quarterly.If we are unable to demonstrate that it is more li

218、kely than not that we will not be able to generate sufficient future taxable income to realize the net carrying value of deferred tax assets,we 2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm14/79 13will record a valuation allowance to reduce the d

219、eferred tax assets to estimated realizable value,which could result in a material income tax charge.As part of our review,we consider positive and negative evidence,including cumulative results of recent years.If we are unable to comply with our credit agreement with Bank of America or secure altern

220、ative financing,our business and financial condition could be materially adversely affected.Our credit agreement with Bank of America,N.A.requires us,among other things,to satisfy certain financial ratios on an ongoing basis,consisting of a maximum consolidated leverage ratio and certain minimum con

221、solidated fixed charge coverage ratios.We are also required to comply with other covenants and conditions,set forth in our Amended Credit Agreement,including,among others,limitations on our and our subsidiaries ability to incur future indebtedness,to place liens on assets,to pay dividends or distrib

222、utions 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 e

223、xceptions and thresholds as set forth in the credit agreement.At January 31,2025,we were not in compliance with our credit agreement with Bank of America,which governs our outstanding term loans and revolving line of credit,due to our failure to comply with the maximum consolidated leverage ratio an

224、d the minimum consolidated fixed charge coverage ratio in effect for the fiscal measurement period ended on such date.While we were subsequently able to obtain waivers of the associated events of default from Bank of America and amend our credit agreement,there can be no assurance that we would be a

225、ble to renegotiate the terms of our credit agreement in the event of further covenant violations under our credit agreement.If,in the future,we were to violate the terms of our credit agreement and we were unable to renegotiate its terms at that time or secure alternative financing,it could have a m

226、aterial adverse impact on us.Our business has substantial indebtedness.The level of our outstanding indebtedness may limit the cash flow available for our operations and exposes us to risks that could adversely affect our business,results of operations,and financial condition.We currently have,and w

227、ill likely continue to have,a substantial amount of indebtedness.Our indebtedness could,among other things,make it more difficult for us to satisfy our debt obligations,require us to use a large portion of our cash flow from operations to repay and service our debt or otherwise create liquidity prob

228、lems,limit our flexibility to adjust to market conditions,place us at a competitive disadvantage and increase our exposure to the impact of interest rate fluctuations.As of January 31,2025,we had total outstanding debt of$46.7 million,which included(i)$42.7 million in aggregate principal amount of i

229、ndebtedness outstanding under our credit agreement with Bank of America,consisting of$20.5 million in aggregate outstanding principal under our revolving credit facility,a“Term Loan”in the aggregate outstanding principal amount of$9.5 million,and a Euro-denominated“Term A-2 Loan”in the aggregate out

230、standing principal amount of$12.7 million,(ii)$0.6 million of outstanding principal indebtedness under a secured equipment facility agreement and(iii)$3.4 million of outstanding debt assumed as part of the MTEX acquisition.The term loans and revolving credit loans under our credit agreement with Ban

231、k of America have a final maturity date of August 4,2027,but we may prepay the term loans or borrowings under the revolving credit facility at any time without premium or penalty(other than customary breakage costs,if applicable).The secured equipment facility has a maturity date of January 23,2029,

232、and the assumed MTEX debt has varying maturity dates through 2033.We expect to obtain the money to pay our expenses and pay the principal and interest on our indebtedness from cash flow from our operations and potentially from other debt or equity offerings.Accordingly,our ability to meet our obliga

233、tions depends on our future performance and capital-raising activities,which will be affected by financial,business,economic and other factors,many of which are beyond our control.If our cash flow and capital resources prove inadequate to allow us to pay the principal and interest on our debt and me

234、et our other obligations,we could face substantial liquidity problems and might be required to dispose of material assets or operations,restructure or refinance our debt,which we may be unable to do on acceptable terms,and forego attractive business opportunities.The agreements governing our indebte

235、dness subject us to various restrictions that limit our ability to pursue business opportunities.The credit agreement governing our credit facility with Bank of America,N.A.contains,and any future debt agreements may include,several restrictive covenants that impose significant operating and financi

236、al restrictions on us and our subsidiaries.Such restrictive covenants may significantly limit our ability to:Incur future indebtedness;Place liens on assets;Pay dividends or distributions on our and our subsidiaries capital stock;Repurchase or acquire our capital stock;Conduct mergers or acquisition

237、s;2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm15/79 14Sell assets;and/or Alter our or our subsidiaries capital structure,to make investments and loans,to change the nature of their business,and to prepay subordinated indebtedness.We may not real

238、ize the anticipated benefits of past or future acquisitions,divestitures and strategic partnerships,and integration of acquired companies or divestiture of businesses may negatively impact our overall business.We have made strategic investments in other companies,products and technologies,including

239、our August 2022 acquisition of Astro Machine LLC and our May 2024 acquisition of MTEX.In the future we may identify and pursue acquisitions of additional complementary companies and strategic assets,such as customer bases,products and technology.However,there can be no assurance that we will be able

240、 to identify suitable acquisition opportunities.In any acquisition that we complete,we cannot be certain that:We will successfully integrate the operations of the acquired business with our own;All the benefits expected from such integration will be realized;Managements attention will not be diverte

241、d or divided,to the detriment of current operations;Amortization of acquired intangible assets or possible impairment of acquired intangibles will not have a negative impact on operating results or other aspects of our business;Delays or unexpected costs related to the acquisition will not have a de

242、trimental impact on our business,operating results and financial condition;Customer dissatisfaction with,or performance problems at,an acquired company will not have an adverse impact on our reputation;Our acquisitions will achieve the planned objectives,return on investment or future earnings expec

243、tations;We will successfully implement effective disclosure controls and internal controls over financial reporting at the acquired business in a timely fashion;and Respective operations,management and personnel will be compatible.For example,Astro Machine revenues are concentrated in a relatively s

244、mall number of customers.Failure to satisfy the delivery requirements of those customers or to adequately respond to their evolving product requirements could cause us to lose one or more customers which would have a material adverse impact on our financial condition and results of operation due to

245、lower revenue and could result in intangible asset impairment.We have also faced challenges in our efforts to integrate the MTEX and Astro Machine acquisitions into our operations,such as the material weakness we identified relating to our failure to design and maintain an effective control environm

246、ent to ensure the accurate and timely reporting of transactions of our Astro Machine business in fiscal 2024.We may also incur impairment charges for acquired intangible assets or goodwill relating to our acquisitions,which could result in a significant charge to our earnings in the affected period,

247、such as the goodwill impairment charge of$13.4 million recorded in fiscal 2025 related to the MTEX acquisition.In certain instances,as permitted by applicable law and NASDAQ rules,acquisitions,such as the MTEX and Astro Machine acquisition,may be consummated without seeking and obtaining shareholder

248、 approval,in which case shareholders will not have an opportunity to consider and vote upon the merits of such an acquisition.Although we will endeavor to evaluate the risks inherent in an acquisition,there can be no assurance that we will properly ascertain or assess such risks.We may also divest c

249、ertain businesses from time to time.Divestitures will likely involve risks,such as difficulty splitting up businesses,distracting employees,potential loss of revenue and negatively impacting margins,and potentially disrupting customer relationships.A successful divestiture depends on various factors

250、,including our ability to:Effectively transfer assets,liabilities,contracts,facilities and employees to the purchaser;Identify and separate the intellectual property to be divested from the intellectual property that we wish to keep;and Reduce fixed costs previously associated with the divested asse

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

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

253、be adversely affected.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm16/79 15If we are unable to realize the benefits of our acquisition of MTEX,our business could be harmed.On May 6,2024,we acquired all of the outstanding share capital of Portugal

254、-based MTEX,for closing consideration of EUR 17.3 million(approximately$18.7 million).Since that time,we have discovered facts regarding MTEXs financial condition,operations and relationships with its customers that we believe are inconsistent with the representations made to us in connection with t

255、he acquisition.As a result of these matters and as discussed elsewhere in this Annual Report on Form 10-K,we have recorded a goodwill impairment charge for substantially all of our goodwill related to MTEX.We believe that we have largely addressed the matters regarding MTEXs financial issues,operati

256、ons and relationships with its customers,and we continue to believe that MTEXs technology will prove valuable to us and our customers over the long-term.In addition,we and the MTEX seller have initiated arbitration in Portugal against one another,with the seller preliminarily alleging,among other th

257、ings,breaches by us of the MTEX acquisition agreement.While we believe that we have meritorious defenses against the MTEX sellers claims,if we are unsuccessful in our arbitration proceedings against the MTEX seller or we are unable to successfully realize the benefits of MTEXs technology and busines

258、s,we could lose our investment in MTEX,and our business and financial condition could be adversely impacted.Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect the profitability of our businesses.We continually review our operations with a v

259、iew toward reducing our cost structure,including but not limited to reducing our labor cost-to-revenue ratio,improving process and system efficiencies and increasing our revenues and operating margins.For example,in fiscal 2024 we implemented a restructuring plan in our PI segment to reduce operatin

260、g costs within that segment and we recently announced that we will implement another restructuring action focused on the PI segment in fiscal 2026.As changes in our business environment occur,we may need to adjust our business strategies to meet these changes,or we may otherwise find it necessary to

261、 restructure our operations or particular businesses or assets.When these changes or events occur,we may incur costs to change our business strategy and may need to write down the value of assets or sell certain assets.In any of these events our costs may increase,and we may have significant charges

262、 or losses associated with the write-down or divestiture of assets.Adverse conditions in the global banking industry and credit markets could impair our liquidity or interrupt our access to capital markets,borrowings or financial transactions to hedge certain risks.At the end of fiscal 2025,we had$5

263、.1 million of cash and cash equivalents.Our cash and cash equivalents are held in bank demand deposit accounts and foreign bank accounts.Disruptions in the financial markets may,in some cases,result in an inability to access assets such as money market funds that traditionally have been viewed as hi

264、ghly liquid.Any failure of our counterparty financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and,in turn,our financial position.To date,we have been able to access financing that has allowed us to make investments in growth opportu

265、nities and fund working capital requirements as needed.In addition,we occasionally enter into financial transactions to hedge certain foreign exchange and interest rate risks.Our continued access to capital markets,the stability of our lenders and their willingness to support our needs,and the stabi

266、lity of the counterparties to our financial transactions that hedge risks are essential for us to meet our current and long-term obligations,fund operations,and fund our future strategic initiatives.An interruption in our access to external financing or financial transactions to hedge risk could mat

267、erially and adversely affect our business and financial condition.Inadequate self-insurance accruals or insurance coverage for employee healthcare benefits could have an adverse effect on our business,financial results or financial condition.In the U.S.,we maintain an employee health insurance cover

268、age plan on a self-insured basis backed by stop-loss coverage which sets a limit on our liability for both individual and aggregate claim costs.We record expenses based on actual claims incurred and estimates of the costs of expected claims,administrative costs,and stop-loss insurance premiums.We re

269、cord a liability for our estimated cost of U.S.claims incurred and unpaid as of each balance sheet date.Our estimated liability is recorded on an undiscounted basis and is based on historical trends and data provided by our insurance broker.Our history of claims activity is closely monitored,and lia

270、bilities are adjusted as warranted based on changing circumstances.It is possible,however,that our actual liabilities may exceed our estimates of losses.We may also experience an unexpectedly large number of claims that result in costs or liabilities in excess of our projections,which could cause us

271、 to record additional expenses,which could adversely impact our business,financial condition,results of operations and cash flow.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm17/79 16Legal and Regulatory Risks:Certain of our products require certi

272、fications by customers,regulators or standards organizations,and our failure to obtain or maintain such certifications could negatively impact our business.In certain industries and for certain products,such as those used in aircraft,we must obtain certifications for our products by customers,regula

273、tors or standards organizations.If we fail to obtain required certifications for our products,or if we fail to maintain such certifications on our products after they have been certified,our business,financial condition,results of operations and cash flows could be materially and adversely affected.

274、We are subject to laws and regulations;failure to address or comply with these laws and regulations could harm our business and adversely affect our results of operations.Our operations are subject to laws,rules,regulations,including environmental regulations,government policies and other requiremen

275、ts in each of the jurisdictions in which we conduct business.Changes in laws,rules,regulations,policies or requirements could result in the need to modify our products and could affect the demand for our products,which may have an adverse impact on our future operating results.In addition,we must co

276、mply with regulations restricting our ability to include lead and certain other substances in our products.If we do not comply with applicable laws,rules and regulations we could be subject to costs and liabilities and our business may be adversely impacted.We are subject to regulatory constraints a

277、nd compliance requirements due to our status as a publicly held company.Public company compliance costs are increasing due to the increase in SEC regulations and enforcement actions,and the heightened scrutiny that we and the public accounting industry face from the Public Companies Accounting Overs

278、ight Board.Our business outside of the United States exposes us to foreign and additional U.S.laws and regulations,including but not limited to,laws and regulations relating to taxation,business licensing or certification requirements,employee rights and protection,consumer protection,intellectual p

279、roperty rights,consumer and data protection,privacy,encryption,restrictions on pricing or discounts,and the U.S.Foreign Corrupt Practices Act and other applicable U.S.and foreign laws prohibiting corrupt payments to government officials and other third parties.For example,the increased use of sancti

280、ons in U.S.international relations recently has increased our cost of compliance with the regulations intended to enforce them.Section 404 of the Sarbanes-Oxley Act of 2002 requires that companies evaluate and report on the effectiveness of their internal control over financial reporting and any ina

281、bility to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting,could adversely affect our results of operations,our stock price and investor confidence in our company.In fiscal 2024,we identified a material weakness in our internal control o

282、ver financial reporting and that weakness has led to a conclusion that our internal control over financial reporting and disclosure controls and procedures were not effective as of January 31,2024.The material weakness related to our failure to design and maintain an effective control environment at

283、 our Astro Machine subsidiary,which was acquired in August of 2022.As of January 31,2025,management successfully remediated this material weakness in its internal controls over financial reporting by designing an effective control environment and expanding our existing enterprise resource planning s

284、ystem to include the Astro Machine subsidiary.We may,in the future,identify additional internal control deficiencies that could rise to the level of a material weakness or uncover other errors in our financial reporting.Failure to have effective internal control over financial reporting and disclosu

285、re controls and procedures could impair our ability to produce accurate financial statements on a timely basis,or provide reliable financial statements needed for business decision processes,and our business and results of operations could be harmed.Additionally,investors could lose confidence in ou

286、r reported financial information and our ability to obtain additional financing,or additional financing on favorable terms,could be adversely affected.Also,failure to maintain effective internal control over financial reporting could result in sanctions by regulatory authorities.Certain of our opera

287、tions and products are subject to environmental,health and safety laws and regulations,which may result in substantial compliance costs or otherwise adversely affect our business.Our operations are subject to numerous federal,state,local and foreign laws and regulations relating to protection of the

288、 environment,including those that impose limitations on the discharge of pollutants into the air and water,establish standards for the use,treatment,storage and disposal of solid and hazardous materials and wastes,and govern the cleanup of contaminated sites.As such,our business is subject to and ma

289、y be materially and adversely affected by compliance obligations and other liabilities under those environmental,health and safety laws and regulations.Certain of our products contain,and some of manufacturing operations use various substances which have been or may be deemed to be hazardous or dang

290、erous.Thus,we have and will continue to generate a generally limited amounts of hazardous waste in our operations.We manage our compliance with laws and regulations and the proper mitigation of risks internally and through the input of external consultants and outside service providers,and we believ

291、e we are 2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/000095017025054163/alot-20250131.htm18/79 17in material compliance with all applicable environmental laws and regulations.We desire to reduce and ultimately eliminate any adverse environmental impact of our business and to compl

292、y with relevant laws and regulations.We expect this effort to affect our ongoing operations and require additional capital and operating expenditures.If we were to fail to manage our environmental compliance effectively,we could suffer economic or reputational harm.Our operations are subject to anti

293、-corruption laws,including the U.S.Foreign Corrupt Practices Act,and any determination that we or any of our subsidiaries has violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.The U.S.Foreign Corrupt Practices Act(FCPA),the UK Bribery Act and similar wor

294、ldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to government officials and others for the purpose of obtaining or retaining business.Our internal policies mandate compliance with these anti-corruption laws.We operate in parts of the wo

295、rld that have experienced governmental corruption to some degree,and in certain circumstances,strict compliance with anti-corruption laws may conflict with local customs and practices.Despite our training and compliance programs,there can be no assurance that our internal control policies and proced

296、ures will protect us from reckless or criminal acts committed by those of our employees or agents who violate our policies.Unauthorized access to personal data could give rise to liabilities as a result of governmental regulation,conflicting legal requirements or differing views of personal privacy

297、rights and compliance with laws designed to prevent unauthorized access of personal data could be costly.We collect and store specific data,including proprietary business information,and may have access to confidential or personal information subject to privacy and security laws,regulations,and cust

298、omer-imposed controls.Security breaches or other unauthorized access to,or the use or transmission of,personal user information could result in various claims against us,including privacy-related claims.There are numerous federal,state,local,and international laws and regulations regarding privacy a

299、nd the storage,sharing,use,processing,disclosure,and protection of this kind of information,the scope of which is changing,inconsistent,conflicting,and subject to differing interpretations.We also expect that new laws,regulations,and industry standards will continue to be proposed and enacted in var

300、ious jurisdictions concerning privacy,data protection,and information security proposed and passed in multiple jurisdictions.For example,in 2016,the European Commission adopted the General Data Protection Regulation(GDPR),a comprehensive privacy and data protection reform effective May 2018.The GDPR

301、,which applies to all companies processing data of European Union residents,imposes significant fines and sanctions for violations.These requirements are complicated,and compliance is technically complex to maintain.We contract with outside experts to advise and conduct internal and external complia

302、nce training.Additionally,other jurisdictions have enacted or are enacting data localization laws that require data generated in or relating to the residents of those jurisdictions to be physically stored within those jurisdictions.In many cases,these laws and regulations apply to transfers between

303、unrelated third parties and transfers between us and our subsidiaries.All these evolving compliance and operational requirements impose significant costs that will likely increase over time.While we continue to assess these requirements and how they may impact our businesss conduct,we believe that w

304、e materially comply with applicable laws and industry codes of conduct relating to privacy and data protection.There is no assurance that we will not be subject to claims that we have violated applicable laws or codes of conduct,that we will be able to defend against such claims successfully,or that

305、 we will not be subject to significant fines and penalties in the event we are found not in compliance with such laws or codes of conduct.Any failure or perceived failure by us(or any third parties with whom we have contracted to store such information)to comply with applicable privacy and security

306、laws,policies,or related contractual obligations or any compromise of security that results in unauthorized access to personal information may result in governmental enforcement actions,significant fines,litigation,claims of breach of contract and indemnity by third parties and adverse publicity.In

307、the case of such an event,our reputation may be harmed,we could lose current and potential users,and the competitive positions of our various brands could be diminished,any or all of which could adversely affect our business,financial condition,and results of operations.Changes in accounting standar

308、ds and subjective assumptions,estimates,and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.Generally accepted accounting principles and related accounting pronouncements,implementation guidelines,and interpretatio

309、ns with regard to a wide range of matters that are relevant to our business,such as revenue recognition,asset impairment and fair value determinations,inventories,business combinations and intangible asset valuations,income taxes,and warranties,are highly complex and involve many subjective assumpti

310、ons,estimates and judgments.Changes in these rules or their interpretation or changes in underlying assumptions,estimates,or judgments could significantly change our reported or expected financial performance or financial condition.2025/5/19 10:2610-Khttps:/www.sec.gov/Archives/edgar/data/8146/00009

311、5017025054163/alot-20250131.htm19/79 18Item 1B.Unresolved Staff Comments None.Item 1C.Cybersecurity Cybersecurity Risk Management and StrategyWe continue to invest substantially in cybersecurity risk management,which is a core part of our overall enterprise risk management program.Our security progr

312、am is based on ISO27001,NIST 800-53,and GDPR frameworks to support our global business.We utilize various tools and processes to identify,monitor,evaluate,and address cybersecurity threats and incidents,including those involving third-party vendors and service providers.Our process includes identify

313、ing the source of a threat or incident,implementing countermeasures and mitigation strategies,and informing management and our board of directors about significant threats and changes in the cybersecurity landscape.We remain committed to investing in risk management tools and processes as cybersecur

314、ity threats evolve.Despite our efforts,we cannot guarantee that we can prevent,mitigate,or remediate risks in our own or third-party cybersecurity infrastructure.Our Information Technology team which reports to senior management,is responsible for maintaining our cybersecurity risk management progra

315、m.They collaborate with third-party security specialists as they believe necessary to conduct thorough risk assessments and system improvements.Together with our third-party security service providers,the Information Technology team oversees cybersecurity incidents,prevention,detection,mitigation,an

316、d resolution.We regularly train our employees on cybersecurity awareness and confidential information protection and continuously review and update our policies to adapt to the evolving threat landscape and legal developments.Cybersecurity threats have the potential to materially affect our company,

317、including our business strategy,results of operations,and financial condition.While we have not experienced material adverse effects from cybersecurity threats to date,we recognize the dynamic nature of these risks and remain vigilant in our efforts to mitigate potential impacts.Refer to“Item 1A.-Ri

318、sk Factors”in this Annual Report on Form 10-K,including,“We could experience a significant disruption in or security breach of our information technology system which could harm our business and adversely affect our results of operations,”for additional discussion on our cybersecurity related risks.

319、Cybersecurity Governance Our management,including our Chief Executive Officer,Chief Financial Officer,Chief Technology Officer(“CTO”),and Information Technology team,is responsible for identifying and assessing cybersecurity risks,establishing monitoring processes and implementing mitigation and rem

320、ediation measures.In fiscal 2025,we hired a full-time Director of Information Technology,who is a Certified Information Security Professional.Our cybersecurity programs are managed under the direction of our CTO and the Director of Information Technology,with support from internal and external third

321、-party resources.Our IT Steering Committee,which consists of our CEO.CFO,and other senior leadership employees,is responsible for coordinating our day-to-day management of cybersecurity risk.Each quarter,the IT Steering Committee receives reports from the CTO and Director of Information Technology o

322、n our cybersecurity program performance and emerging threats and incidents.The IT Steering Committee makes recommendations intended to ensure that hawse have adequate resources to address information technology risks.Our board of directors has ultimate oversight responsibility for our overall enterp

323、rise risk management and,with input from our senior management,oversees our cybersecurity risk management.As part of its enterprise risk management efforts,our board of directors regularly receives reports from management on our cybersecurity programs with regard to any risks that may arise from spe

324、cific cybersecurity threats and incidents.The board of directors oversees managements programs,policies and processes in place that identify,monitor,assess,and respond to cybersecurity,data privacy,and other information technology risks to which we are exposed.2025/5/19 10:2610-Khttps:/www.sec.gov/A

325、rchives/edgar/data/8146/000095017025054163/alot-20250131.htm20/79 19Item 2.PropertiesThe following table sets forth information regarding our principal owned properties.The West Warwick property is subject to a security agreement and a mortgage in favor of the lender under our credit facility.Locati

326、on ApproximateSquareFootage Principal UseWest Warwick,Rhode Island,United States 135,500 Corporate headquarters,research and development,manufacturing,sales and serviceElk Grove Village,Illinois 34,460 Astro Machine principal place of business The West Warwick facility is used by both of our busines

327、s segments,while the Elk Grove Village facility is exclusively used by the PI segment.We also lease facilities in various other locations.The following information pertains to each location:Location ApproximateSquareFootage Principal UsePorto,Portugal 80,822*Manufacturing,sales and service(PI segmen

328、t)Dietzenbach,Germany 18,630 Manufacturing,sales and service(PI segment)Copenhagen,Denmark 4,800 R&D,sales and service(PI segment)Brossard,Quebec,Canada 4,500 Manufacturing,sales and service(PI segment)Elancourt,France 4,150 Sales and service(PI segment)Shah Alam,Selangor,Malaysia 2,067 Sales(PI seg

329、ment)Singapore 2,400 Warehouse(T&M segment)Shanghai,China 425 Sales(PI segment)Sherman Oaks,California USA 160 Sales(PI segment)Mexico City,Mexico 97 Sales(PI segment)*This consists of five separate leased properties located in Porto,Portugal we assumed in connection with the acquisition of MTEX.We

330、believe all our facilities are well maintained in good operating condition and generally adequate to meet our needs for the foreseeable future.Item 3.Legal Proceedings On March 11,2025,Effort Premier Solutions LDA(“Effort”)and Eli Serafim Alves Ferreira initiated arbitration proceedings against us a

331、nd our subsidiary AstroNova Portugal,Unipessoal,Lda.(“AstroNova Portugal”)in the Arbitration Center located in Oporto,Portugal(Centro de Arbitragem do Instituto de Arbitragem Comercial),alleging,among other things,breaches of the MTEX acquisition agreement and damage to Mr.Ferreiras professional rep

332、utation.On March 31,2025,we made a preliminary reply rejecting Effort and Mr.Ferreiras claims and formally notified the Arbitration Center of our intention to file counterclaims against Effort and Mr.Ferreira,on the grounds of,among other things,breaches of the MTEX acquisition agreement.As of April

333、 11,2025,neither party has formally presented their formal allegations or demands for relief to the Court of Arbitration.The parties arbitrators are currently in the process of choosing the third arbitrator which is a required step before the Arbitration Court is installed and the arbitration can be initiated.If a third arbitrator cannot be chosen by agreement the President of the Centro de Arbitr