UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K

For the fiscal year ended January 31, 20162020

OR

For the transition period from    to    

Commission file number0-13200

Astro-Med,AstroNova, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:(401) 828-4000

Securities registered pursuant to Section 12(b) of the Act:

Securities 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  x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  :=¨    No  x☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x☒    No  :=¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x☒    No  :=¨

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

IndicateIf an emerging growth company, indicate by check mark whetherif the registrant is a shell company (as defined in Rule 12b-2has 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):    Yes  Act.  :=¨    No  x

The aggregate market value of the registrant’s voting common equity held bynon-affiliates at July 31, 2015August 2, 2019 was approximately $73,014,000$158,496,000 based on the closing price on the Nasdaq Global Market on that date.

As of March 24, 2016April 3, 2020, there were 7,388,0487,097,000 shares of Common Stock (par value $0.05 per share) of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive Proxy Statement for the 20162020 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form10-K where indicated.

ASTRO-MED,ASTRONOVA, INC.

FORM10-K ANNUAL REPORT

TABLE OF CONTENTS

ASTRO-MED,ASTRONOVA, INC.

Forward-Looking Statements

Information included in this Annual Report on Form10-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 results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in this Annual Report on Form10-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 evaluating the information presented in this Annual Report on Form10-K.

PART I

Item 1.1. Business

General

Unless otherwise indicated, references to “Astro-Med,“AstroNova,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form10-K refer to Astro-Med,AstroNova, Inc. and its consolidated subsidiaries.

Astro-MedAstroNova designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, packaging and transportation.

The Company’s products are distributed around the world through its own sales force, and authorized dealers in the United States. We sell to customers outside of the United States primarily through our branch offices in Canada, Europe and Asia as well as through independent dealers and representatives. Approximately 30%

Our business consists of the Company’s sales in fiscal 2016 were to customers located outside the United States.

Astro-Med operates its business through two operating segments, QuickLabelProduct Identification (“PI”) and Astro-Med Test & Measurement (T&M)(“T&M”). Financial information by businessThe PI segment includes specialty printing systems and geographic area appears in Note 14 to our audited consolidated financial statements included elsewhere in this report.

On June 19, 2015, Astro-Med completedrelated supplies sold under the asset purchase of the aerospace printer product line from Rugged Information Technology Equipment Corporation (RITEC)brand names QuickLabel^®, TrojanLabel^® and on January 22, 2014, Astro-Med completed the acquisition of the aerospace printer product line from Miltope Corporation. Astro-Med’s aerospace printer product line is part of theGetLabels^™. The T&M product groupsegment includes the Company’s line of aerospace flight deck printers and is reported as part oftest and measurement data acquisition systems sold under the T&M segment. The results of Miltope’s aerospace printer product line operations have been included in the consolidated financial statements of the Company for all periods presented. The Company began shipment of the RITEC products in the third quarter of the current fiscal year.AstroNova^® brand name. Refer to Note 2, “Acquisition,15, “Nature of Operations, Segment Reporting and Geographical Information,” in our audited consolidated financial statements included elsewhere in this report.

On September 25, 2015, the Company announced it would immediately begin doing business as AstroNova on a worldwide basis. The name change is part of the plan to modernize the Company and effectively communicate our strategy. The AstroNova name and brand emphasizes our traditional strengths in aerospace and acknowledges our expanding presence in test & measurement, product identification and other new areas where we can apply our data visualization technology. Astro-Med’s aerospace products and T&M business will adopt the AstroNova brand. QuickLabel products will continue to go to market under the QuickLabel brand.

The Company has filedreport for trademark protection of the AstroNova name and logo in the United States and other countries.

Unless and until the Company formally changes its name,financial information regarding the Company’s common stock will continue to trade on the NASDAQ Global Market stock exchange under its name, Astro-Med, Inc., using its present ticker symbol, ALOT.segments.

The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 1621 through 2333 of this Annual Report on Form10-K.

Description of Business

Product Overview

Astro-MedAstroNova leverages its expertise in data visualization technologies to design, manufacture and market specialty printing systems, test and measurement systems and related services for select growing markets on a global basis. The business consists of two segments, specialty printing systems and test and measurement systems, sold under the brand names QuickLabel^® and Astro-Med^® Test & Measurement (T&M).

Product Identification products sold under the QuickLabel, brandTrojanLabel and GetLabels brands are used in industrialbrand owner and commercial applications to provide product packaging, marketing, tracking, branding and automatic identification applicationslabeling solutions to digitally print custom labelsa wide array of industries. The PI segment offers a variety of digital color label tabletop printers, high-volume presses and specialty OEM printing systems, as well as a wide range of label, tag and flexible packaging material substrates and other visual identification marks on demand. Productssupplies, including ink and toner, that allow customers to mark, track, protect and enhance the appearance of their products. In the T&M segment, the Company has a long history of using its technologies to provide networking systems and high-resolution light-weight flight deck and cabin printers for the aerospace market. In addition, the T&M segment includes data acquisition recorders, sold under the Astro-Med T&MAstroNova brand, to enable our customers to acquire and record visual and electronic signal data from local and networked data streams and sensors. The recorded data is processed and analyzed and then stored and presented in various visual output formats. In

Product Identification

AstroNova’s PI segment includes three brands: QuickLabel, TrojanLabel, and GetLabels. Printers and supplies are sold to brand owners, manufacturers and retailers who label or mark products on a short tomid-size run basis. AstroNova PI customers benefit from the aerospace market,efficiency, flexibility and cost-savings of digitally printing labels in their facility,on-demand, with the Company has a long history of using itsability to accommodate multiple SKUs or variable data visualization technologies to provide high-resolution airborne printers.

such as bar codes, lot numbers or expiration dates. QuickLabel brand products include tabletop printers, production-ready digital color label printers and specialty OEM printing systems as well as a full line of consumables including labels, tags, inks, toner,for either standalone output or inline integration with existing pre-processing and thermal transfer ribbons. In addition, QuickLabel sells special software used to design labels and other identification marks forfinishing systems. Customers use the Company’s digital label printer products in a wide variety of applications especially in the field of packaging. QuickLabel provides training and support on a worldwide basis via highly trained service technicians.

In the color label market, QuickLabel offers a broad range of entry-level, mid-range, and high-performance digital label printers, providing customers a continuous path to upgrade to new labeling products. QuickLabel products are primarily sold to manufacturers, processors, and retailers who label products on a short-run basis. Users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals,industries, including chemical, cosmetics, food and beverage, medical products, nutraceutical, pharmaceutical, and pharmaceuticals, among many other packaged goods.others. TrojanLabel expands the Company’s customer market by providing a range of higher volume digital color printers, OEM printing systems and supplies that target the more demanding needs of commercial printers, label converters and packaging manufacturers, giving them the ability to digitally mark or encode products directly or to produce labels for post printing applications. GetLabels brand products include a full line of media supplies, including label materials, tags, inks, toners and thermal transfer ribbons designed for optimal performance with the Company’s printing hardware. In addition, GetLabels media is compatible with a wide variety of competitive and third-party printing hardware.

Current QuickLabel models include a selection of professional tabletop digital color label printers. The high-speedQL-120X was built on AstroNova’s pioneering and successful Kiaro! platform. Introduced early in 2019, the Kiaro! familyhigh-performanceQL-300 was the first5-color toner-based electrophotographic tabletop production label printer in the market. In addition, our QuickLabel line of high-speedprinters includes theQL-850, our next-generation wide-format inkjet color label printer, theQL-30 andQL-60 series, a family ofhigh-end monochrome printers, and theQLS-4100 Xe XE, a unique solution with the ability to digitally print full color labels and tags using thermal transfer ribbon technology.

Our TrojanLabel portfolio includes a range of products from professional digital color label printer. QuickLabel also sells and supports its Pronto! family of barcode printers which utilize single color-thermal transfermini-presses to large-scaleall-in-one inline specialty printing systems. TheT2-C, a compact, digital mini-press designed for 24/7 label production, includes numerous differentiating features for severalend-use market applications. TheT2-L is a narrow format digital press designed specifically for flexible packaging substrates. Beyond label printing, technologytheT3-OPX, introduced in late 2019, allows printing directly onto a range of flat products, including cardboard, paper bags, flat wood planks and many other items using pigment inks that are water-resistant and highly resistant to UV exposure. A professional label press and finishing system, the T4, enables print,die-cut, and lamination in anall-in-one machine with a much smaller footprint than others in the market. Expanding on the T4 with additional features, the T5 incorporates capabilities of a compact converter unit featuring UV varnish, lamination, rotarydie-cutting, slitting and waste removal to offer anall-in-one digital print and finish inline labeling solution.

GetLabels provides a broad range of high-quality supplies for both AstroNova printers and third-party printers. Supplies include label and tag materials, inks, toner and thermal transfer material. Label materials and

substrates are specifically designed and constructed for a wide variety of labeling applications. Each label material and substrate is qualified and tested in ouron-site Materials Research Laboratory to ensure durability and compatibility with our QuickLabel and TrojanLabel branded products, along with a variety of third-party printers.

The PI segment additionally develops and licenses various specialized software used to design and manage labels and print images, as well as manage and operate our printers and presses and coordinate printing on an array of custom designed OEM printers.automated basis directly over networked systems. PI also provides worldwide training and support.

T&M

Products sold under the Astro-MedAstroNova’s T&M brandsegment are designed and manufactured for airborne printing solutions and for data acquisition. AstroNova’s aerospace applications include flight deck printing solutions, networking hardware and thermal paper. The Company’s data acquisition systems are used in research and development, flight testing, missile/rocket telemetry production monitoring and maintenance applications. These products are sold to customers in a variety of industries, including aerospace & defense, automotive, commercial airline, energy, manufacturing and transportation, to meet the need to acquire and record visual and electronic signal data from local and networked data streams and sensors. The recorded data is processed and analyzed and then stored and presented in various visual output formats. The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of industries.

Astro-Med T&M productsAirborne printers include the DaxusCompany’s flagship ToughWriter^® portable data acquisition system, TMX™ high-speed data acquisition system, Dash^® 8HF-HS data recorders, Everest^® telemetry recorders, ToughWriter^®, Miltope-brand and RITEC-brand airborne printers and ToughSwitch^® ruggedized Ethernet switches.

Astro-Med’s airborne printers areseries used in the flight deckdecks and in the cabincabins of military, commercial and business aircraft to print hard copies of data required for the safe and efficient operation of aircraft, including navigation maps, arrival and departure procedures,information, flight itineraries, weather maps, performance data, passenger

data, and various air traffic control data. ToughSwitch^® Ethernet switches are used primarily in military aircraft and military vehicles to connect multiple computers or Ethernet devices. The airborne printers and Ethernet switches are ruggedized to comply with rigorous military and commercial flightworthinessflight worthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter airborne printers for numerousmany aircraft made by Airbus, Boeing, Embraer, Bombardier, Lockheed, Gulfstream and others. In addition to the ToughWriter products, the Company manufactures other flight deck printers, including Miltope-brand and RITEC-brand airborne printers that the Company acquired in 2015 and 2014, respectively, and thePTA-45 cockpit printer. ThePTA-45B is subject to the Asset Purchase and Licenses Agreement with Honeywell International, Inc. (the “Honeywell Agreement”), pursuant to which in 2017 the Company acquired an exclusive perpetual world-wide license to manufacture and support Honeywell’s narrow-format flight deck printers for the Boeing 737 and Airbus 320 aircraft. Over time we expect that customers will chose to replace those printers with ToughWriter products because they have numerous technical features and functional advantages and significant weight savings.

The Company’s family of portable data recorders is used in research and development (R&D) and maintenance applications in aerospace and defense, energy discovery and production operations, rapid rail, automotive, and a variety of other transportation and industrial applications. The TMX™Other T&M products include: the TMX^®all-in-one high speed data acquisition system is designed for data capture of long-term testing where the ability to monitorapplications requiring high channel counts and viewacquisition rates, the Daxus^® DXS-100 distributed data acquisition platform, the SmartCorder^®DDX-100, a wide varietyportableall-in-one data acquisition system for facilities maintenance and field testing and the Everest^®EV-5000 digital strip chart recording system used mainly in telemetry applications. The DaxusDXS-100 can be connected to the SmartCorder to increase channel count or networked as part of input signals, including time-stamped and synchronized video capture data and audio notation is important.

Everest telemetry recorders are used widely in the aerospace industry to monitor and track space vehicles, aircraft, missiles and other systems in flight.a distributed measurement system spanning vast distances.

Technology

TheOur core technologies of Astro-Med are data visualization technologies that relate to (1) acquiring data, (2) conditioning the data, (3) displaying or printing the data on hard copy, monitor or electronic storage media and (4) analyzing the data. To service data visualization, AstroNova maintains technological core competencies and tradeknow-how concerning the subject matter peculiar to each business unit. The technological disciplines are diverse and contain aspects of electronic, software, mechanical and industrial engineering. Additionally, AstroNova possesses engineering expertise in the areas of digital signal processing, image processing, fluidics, color theory, high-speed material handling and design for airworthiness.

Patents and Copyrights

Astro-Med holds a number ofWe hold several product patents in the United States and in foreign countries. We 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 name. While weWe consider our intellectual property to be important to the operation of our business,business. In particular, we do not believe that any existing patent,the loss of the trademarks QuickLabel, TrojanLabel, ToughWriter or ToughSwitch or the loss of the license trademark or other intellectual property right is of such importance that its loss or termination wouldprovided under the Honeywell Agreement could have a material adverse effectimpact on the Company’s business taken as a whole.

Manufacturing and Supplies

Astro-Med manufactures mostWe manufacture many of the products that it designswe design and sells.sell. Raw materials and supplies are typically available from a wide variety of sources. Astro-Med manufactures mostWe manufacture many of thesub-assemblies and partsin-house, including certain specialty printed circuit board assemblies and harnesses, machined parts, and generalwe have extensive electronic and mechanical final assembly.assembly and test operations. Many parts not manufacturedin-house are standard electronic items available from multiple sources. Other printers and parts are designed or modified by us and manufactured by outside vendors. There arevendors according to our specifications. We purchase certain components, assembled products and supplies used in the manufacture of our products from a few parts that aresingle source or limited supplier source. While we believe the majority of these sole or limited source but these partscomponents, assembled products and supplies could be sourced elsewhere with appropriate changes in the design of our product.

Product Development

Astro-Med maintains an activeproducts, such design might not be feasible on a timely basis, and any interruption in these components, products or supplies could adversely affect our business. When circumstances cause us to anticipate that the Company may not be able to acquire such components, products or supplies on a timely basis, the Company’s practice is to procure a sufficient quantity in advance. In the past we have made such advance purchases primarily for aerospace products and in quantities that we anticipate will suffice for the life of the aircraft program of product research and development. During fiscal 2016 and 2015, we spent $6,945,000 and $5,802,000, respectively, on Company-sponsored product development. Wefor which those printers are committed to continuous product development as essential to our organic growth and expect to continue our focus on research and development efforts in fiscal 2017 and beyond.designed.

Marketing and Competition

The Company competes worldwide in multiple markets. In the specialty printing field, we believe we are a market leader in bench-toptabletop digital color label printing technology, a market leader in flight deck printers, and an innovator in aerospace printers.digital color mini-press systems. In the data acquisition area, we believe that we are one of the leaders in general-purpose portable, high speedhigh-speed data acquisition systems.

We retain a leadership position by virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. The number of competitors varies by product line. Our management

believes that we have a market leadership position in many of the markets we serve. We retain our leadership position by virtue of proprietary technology, product reputation, delivery, our channels to market, technical assistance and service to customers. The number of competitors varies 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 products are sold by direct field salespersons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field salespeople located in major cities from coast to coast specializing in either QuickLabelProduct Identification or Astro-Med T&MTest & Measurement products. Additionally, weWe also have direct field sales or service centers in Canada, China, Denmark, France, Germany, Malaysia, Mexico, Southeast AsiaSingapore, and the United Kingdom staffed by our own employees. In the rest of the world, Astro-Med utilizes approximately 90employees and dedicated third party contractors. Additionally, we utilize over 225 independent dealers and representatives selling and marketing our products in 64over 60 countries.

No single customer accounted for 10% or more of our net salesrevenue in eitherany of the last twothree fiscal years.

International Sales

In fiscal 2016 and 2015, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $26,342,000 and $26,853,000, respectively.

Order Backlog

Astro-Med’sOur backlog fluctuatesvaries regularly. It consists of a blend of orders for end userend-user customers as well as original equipment manufacturer customers. Manufacturing production is geareddesigned to meet forecasted demands and applies a rapid turn cycle to meet customer expectations.requirements. Accordingly, the amount of order backlog may not indicate future sales trends. Backlog at January 31, 20162020 and 20152019 was $16,630,000$25.2 million and $12,061,000,$25.6 million, respectively.

Employees

As of January 31, 2016, Astro-Med2020, we employed 329365 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that our employee relations are good.

Other Information

The Company’s business is not seasonal in nature. However, our sales arerevenue is impacted by the size of certain individual transactions, which can cause fluctuations in salesrevenue from quarter to quarter.

Available Information

We make available on our website (www.astronovainc.com) the Company’s Annual Report on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-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 reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (SEC). These filingsfiling are also accessible on the SEC’s website at http://www.sec.gov.

Item 1A.Risk Factors

The following risk factors should be carefully considered in evaluating Astro-MedAstroNova, 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 uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business operations.

Astro-Med’sThe ongoingCOVID-19 pandemic may adversely affect our revenues, results of operations and financial condition.

Our business could be materially adversely affected by the widespread outbreak of contagious disease, including the recent outbreak of respiratory illness caused by a novel coronavirus known asCOVID-19.COVID-19 has been declared by the World Health Organization to be a “pandemic” and has spread to many of the countries in which we, our customers, our suppliers and our other business partners do business. National, state and local governments in affected regions have implemented and may continue to implement safety precautions, including quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures. Other organizations and individuals are taking additional steps to avoid or reduce infection, including limiting travel and staying home from work. These measures are disrupting normal business operations both in and outside of affected areas and have had significant negative impacts on businesses and financial markets worldwide.

We continue to monitor our operations and government recommendations and have made modifications to our normal operations because of theCOVID-19 outbreak, including requiring mostnon-production related team members to work remotely. We have maintained a substantial portion of our manufacturing operational capacity at our manufacturing facilities located in West Warwick, Rhode Island, as well as our manufacturing facilities in Canada and Germany, at this time, and we have instituted heightened cleaning and sanitization standards and several health and safety protocols and procedures to safeguard our team members.

However, theCOVID-19 outbreak has caused the Company to experience a number of adverse impacts, including reductions in demand for its products, delays and cancellations of orders for its products, difficulties in obtaining raw materials and components for its products, shortages of labor to manufacture products, inefficiencies caused by remote worker’s difficulties in performing their normal work outputs, closures of the facilities of some of its suppliers and customers, and delays in collecting accounts receivable.

While it is not possible at this time to estimate the entirety of the impact thatCOVID-19 will have on our business, customers, suppliers or other business partners, we expect that the continued spread ofCOVID-19, the measures taken by the governments of affected countries, actions taken to protect employees, and the impact of the pandemic on all business activities to further adversely impact our operational capacity and the efficiency of our team members and will materially adversely affect our results of operations and financial condition.

Disruptions in the capital markets as a result of theCOVID-19 outbreak may also adversely affect the Company if these impacts continue for a prolonged period and the Company needs additional liquidity.

The aerospace industry, which we serve through our aerospace product line, has been significantly disrupted by theCOVID-19 outbreak, both inside and outside of the United States. The impact of the decline in air travel will likely have a material adverse impact on the Company’s financial results, the scope of which cannot be estimated at this time. Should one of more of our airplane OEM manufacturing customers or a significant number of airline customers fail to continue business as a going concern or declare bankruptcy, or otherwise reduce the demand for our products as a result of the impact of theCOVID-19 pandemic crisis, it would have a material adverse impact on our business operations and financial results.

AstroNova’s operating results and financial condition could be harmed if the markets into which we sell our productproducts decline or do not grow as anticipated.

Any decline in our customers’ markets or in their general economic conditions would likely result in a reduction in demand for our products. For example, although we have continued to experience measured progress

the current grounding and suspension of production of the Boeing 737 MAX has reduced demand for our airborne printers that are placed on that aircraft, as well as the related repairs and supplies, and that has negatively affected our results of operations. In addition, the current worldwideCOVID-19 pandemic has negatively impacted the airline industry as a whole, which could result in fiscal 2016 and 2015, as sales have increased from prior years, we are still affecteda reduction in orders by the continued global economic uncertainty as someairlines for new planes and reduce demand for retrofitting airplanes already in service and, therefore, a further reduction in demand for our airborne printer products. The effect of theCOVID-19 pandemic and any future action relating to the 737 MAX on our business is currently unknown, but we expect any resulting changes in production schedules will likely have an adverse effect on our business, which could be material. Some of our customers remainmay be reluctant to make capital equipment purchases or are deferringmay defer certain of these purchases to future quarters. Some of our customers aremay also limitinglimit consumable product purchases to quantities necessary to satisfy immediate needs with no provisions to stock supplies for future use. Also, if our customers’ markets decline, we may not be able to collect on outstanding amounts due to us. Such declines could harm our results of operations, financial position and cash flows and could limit our ability to continue to remain profitable.

Astro-Med’sAstroNova’s 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 rapidly changing technologies and accelerating 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 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 maintain high levels of product quality and reliability. Astro-MedAstroNova spends a significant amount of time and effort related to the development of our airborne and color printer products as well as our Test and Measurement data recorder products. Failure to meet our customers’ changing business needs or to further develop any of our new products and their related markets as anticipated could adversely affect our future revenue growth and operating results.

As Astro-Med introduceswe introduce new or enhanced products, we must also successfully manage the transition from older products to minimize disruption in customers’ ordering patterns, avoid excessive 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 even 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, manage 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 Astro-Med’sAstroNova’s plans for 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.

Astro-Med faces significant competition and our failure to compete successfully could adversely affect our results of operations and financial condition.

We operate in an environment of significant competition, driven by rapid technological advances, evolving industry standards, 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 on the basis of technology, performance, price, quality, reliability, brand, distribution and customer service and support. Our success in future performance is largely dependent upon our ability to compete successfully in the markets we currently serve and to expand into additional market segments. Additionally, current competitors or new market entrants may develop new products 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 compete successfully, we could lose market share and important customers to our competitors which could materially adversely affect our business, results of operations and financial position.

Astro-MedAstroNova is 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 facilities located in various countries. Relying on subcontractors involves a number of significant risks, including:

If one of our significant subcontractors becomes unable or unwilling to continue to manufacture or provide these products in required volumes or fails to meet our quality standards, we will have to identify qualified alternate subcontractors or we will have to take over the manufacturing ourselves in as much as we own the designs, drawings, and bills of material for all our products.ourselves. Additional qualified subcontractors may not be available or may not be available on a timely or cost competitive basis. Any interruption in the supply or increase in the cost of the products manufactured by third party subcontractors 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, and assembled products Astro-Medand supplies, AstroNova is dependent upon single or limited source suppliers. If these suppliers 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, and assembled products and supplies used in the manufacture of our products from a single source or limited supplier sources. If the supply of a key component, or assembled products or certain supplies were to be delayed or curtailed or, in the event a key manufacturing or sole vendorsupplier delays shipment of such components or assembled products, our ability to ship products in desired quantities and in a timely manner would be adversely affected. For example, due to the recent outbreak ofCOVID-19, there has been and likely will continue to be disruption to our supply chain due to the delays of component shipments from our vendors in China and other jurisdictions in which normal business operations are disrupted. 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. Additionally, if any single or limited source supplier becomes unable or unwilling to continue to supply these components, or assembled products or supplies in required volumes, we will have to identify and qualify acceptable replacements or redesign our products with different components. Alternative sources may not be available, or product redesign may not be feasible on a timely basis. Any interruption in the supply of or increase in the cost of the components, and 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.

AstroNova faces significant competition, and our failure to compete successfully could adversely 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, 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 success in future performance is largely dependent upon our ability to compete successfully in the markets we

currently serve and to expand into additional market segments. Additionally, current competitors 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 compete 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.

AstroNova’s profitability is dependent upon our ability to obtain adequate pricing for our products and to control our cost structure.

Our success depends on our ability to obtain adequate pricing for our products and services which provides a reasonable return to our shareholders. Depending on competitive market factors, future prices we obtain for our products and services may decline from previous levels. In addition, pricing actions to offset the effect of currency devaluations may not prove sufficient to offset further devaluations or may not hold in the face of customer resistance and/or competition. If we are unable to obtain adequate pricing for our products and services, our results of operations and financial position could be materially adversely affected.

We are continually reviewing our operations with a view towards reducing our cost structure, including but not limited to reducing our laborcost-to-revenue ratio, improving process and system efficiencies and outsourcing certain internal functions. From time to time we also engage in restructuring actions to reduce our cost structure. If we are unable to maintain process and systems changes resulting from cost reduction and prior restructuring actions, our results of operations and financial position could be materially adversely affected.

AstroNova’s inability to adequately enforce and protect our intellectual property, defend against assertions of infringement or lose certain 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 the Company’s proprietary technologies or design technologies around the intellectual property protections or licenses that the Company currently owns. The loss of the trademarks QuickLabel, TrojanLabel, ToughWriter and ToughSwitch or the loss of the licenses provided under the Honeywell Agreement could have a material adverse impact on our business taken as a whole. Operating outside the United States also exposes us to additional intellectual 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 adverse 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 management’s focus away from operations.

AstroNova has significant inventories on hand.

We maintain a significant amount of inventory. Although we have provided an allowance for slow-moving and obsolete inventory, any significant unanticipated changes in future product demand or market conditions, including obsolescence or the uncertainty in the global market, as well as prolonged reduced demand for the Company’s products due to theCOVID-19 outbreak, could have an impact on the value of inventory and adversely affect our business, operating results and financial condition.

Economic, political and other risks associated with international sales and operations could adversely affect AstroNova’s 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 customers

outside the U.S., accounted for 37% of our total revenue for fiscal year 2020, 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. Accordingly, our business, operating results and financial condition could be harmed by a variety of factors, including:

Brexit

The U.K. formally left the E.U. on January 31, 2020 and has entered a transition period until December 31, 2020. During the transition period, the U.K. and the E.U. will seek to negotiate a trade deal, and the U.K. will remain in both the E.U. customs union and single market. The announcement of Brexit caused significant volatility in global stock markets and currency exchange rate fluctuations that resulted in the strengthening of the U.S. dollar against the foreign currencies in which we conduct business. The withdrawal of the U.K. from the E.U. may also create further global economic uncertainty, which may adversely impact the economies of the U.K., the E.U. countries and other nations. Brexit could subject us to disruptions in trade and the free movement of goods, services and people to and from the UK, increased foreign exchange volatility with respect to the British pound and disruptions to our workforce and that of our suppliers and business partners.

AstroNova could incur liabilities as a result of installed product failures due to design or manufacturing defects.

AstroNova has incurred and could incur additional liabilities as a result of installed product failures due to design or manufacturing defects. Our products may have defects despite our internal testing or testing by current or potential customers. These defects could result in among other things, a delay in recognition of sales, loss of sales, loss of market share, failure to achieve market acceptance or substantial damage to our reputation. We could be subject to material claims by customers and may incur substantial expenses to correct any product defects.

In addition, through our acquisitions, we have assumed, and may in the future assume, liabilities related to products previously developed by an acquired company that have not been subjected to the same level of product development, testing and quality control processes we employ, and may have unknown or undetected errors. Some types of errors may not be detected until the product is installed in a user environment. This may cause

AstroNova to incur significant warranty and repair orre-engineering costs and may divert the attention of engineering personnel from product development efforts which may cause significant customer relations problems such as reputational problems with customers resulting in increased costs and lower profitability.

Certain of our products require certifications 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, regulators 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.

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 other 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 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 changes in tax laws, including the 2017 U.S. Tax Cuts and Jobs Act (the “Tax Act”). Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations.

The Tax Act significantly revises the U.S. federal corporate income tax law and includes a broad range of tax reform measures affecting business including among other things, the reduction of the corporate income tax rate from 35% to 21%, the loss of certain business deductions, the acceleration of first-year expensing of certain capital expenditures and aone-time tax imposed on unremitted cumulativenon-U.S. earnings of foreign subsidiaries. The Tax Act is complex andfar-reaching, and we continue to evaluate the actual impact of its enactment on the Company. Any material adverse impact resulting from the Tax Act that has not yet been identified could have an adverse effect on our business, results of operations, financial condition and cash flow.

Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting (BEPS) project undertaken by the Organisation for Economic Co-operation and Development (OECD), which represents a coalition of member countries. On October 5, 2015, the OECD issued a series of reports recommending changes to numerous long-standing tax principles. Many of these recommendations or similar concepts are being adopted by various countries in which we do business and may increase our taxes in these countries. Changes to these and other areas in relation to international tax reform, including future actions taken by foreign governments in response to the Tax Act, could increase uncertainty and may adversely affect our tax rate and cash flow in future years.

Changes to tax laws and regulations or changes to the interpretation thereof (including regulations and interpretations pertaining to the Tax Act), the ambiguity of tax laws and regulations, the subjectivity 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 differentfrom 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 our 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 exposure 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 deferred tax assets and liabilities requires significant 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 prospective 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 expense, net loss or income, and cash flows in the period in which such determination is made. As of January 31, 2020, we did not record any liabilities for uncertain tax positions.

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 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 likely 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 will record a valuation allowance to reduce the deferred 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.

The agreements governing our indebtedness 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., as amended, contains, and any future debt agreements may include, several restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries. Such restrictive covenants may significantly limit our ability to:

Our credit agreement with Bank of America also requires us to satisfy other requirements, including maintaining certain financial ratios and condition tests. Our ability to meet these requirements can be affected by events beyond our control, and specifically because of the decline in revenue caused by the demand for aircraft cockpit printers for the 737 MAX, the anticipated decline in revenue due to the demand for aircraft due to the currentCOVID-19 pandemic driven decline in revenue passenger miles, as well as the likely decline in demand for some of our PI and other T&M products as a result of theCOVID-19 driven slowdown in general economic activity. At this time, we expect that it is likely that we will violate the current terms of our credit agreement with Bank of America at the end of our first or second quarter of fiscal year 2021. While we expect to be able to renegotiate the terms of the credit agreement, if we are unable to do so or to secure alternative financing on acceptable terms, it will have a material adverse impact on us. To the extent we fail to meet any such requirements and are in default under our debt obligations, our financial condition may be materially adversely

affected. These restrictions may limit our ability to engage in activities that could otherwise benefit us. To the extent that we are unable to engage in activities that support the growth, profitability and competitiveness of our business, results of operations and financial condition could be adversely affected.

In addition, the agreement governing our credit facility permits us to elect to pay interest on our revolving line of credit based on LIBOR or a base rate as specified in the agreement. We also have term loans under our credit facility, as well as derivative instruments with variable interest rates, that are indexed to LIBOR. In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee (“ARRC”) has proposed the Secured Overnight Financing Rate (SOFR) as the preferred alternative to U.S. Dollar LIBOR (“USD-LIBOR”) for use in debt instruments, derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR, and organizations are currently working on an industry wide and/or company specific transition from LIBOR to an alternative that will not result in financial market disruptions, significant increases in benchmark rates or financing costs to borrowers. It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United States or elsewhere. To the extent these changes cause the interest rates on our borrowings to increase, our interest expense will increase, which could adversely affect our financial condition, operating results and cash flows.

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

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

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

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

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

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

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 2020, we had approximately $4.2 million of cash and cash equivalents. Our cash and cash equivalents are held in a mix of money market funds, bank demand deposit accounts and foreign bank accounts. Disruptions in the financial markets such as those caused by the currentCOVID-19 outbreak may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly 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 opportunities 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 stability of the counter parties 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 materially and adversely affect our business and financial condition.

AstroNova 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.

We employ information technology systems to support our business. Any security breaches or other disruptions to our information technology infrastructure could interfere with operations, compromise our information and that of our customers and suppliers, and expose us to liability which could adversely impact our business and reputation. In the ordinary course of business, we rely on information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic proprietary or confidential information regarding our customers, employees, suppliers and others including personally identifiable information, credit card data, and other confidential information. While we continually work to safeguard our systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cyber-attacks or security breaches. As a result, our information technology networks and infrastructure may still be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error, power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters, catastrophic events or other unforeseen events and in any such circumstance our system redundancy and other disaster recovery planning may be ineffective or inadequate. While we have experienced, and expect to continue to experience, these types of threats to our information technology networks and infrastructure, none of them to date has had a material impact. Any such events could result in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and damage to the Company’s brand and reputation, which could adversely affect our business, operating results and financial condition.

AstroNova could experience risks related to the implementation of our new global enterprise resource planning system.

We are currently engaged in a multi-year process of conforming all our operations to one global enterprise resource planning (“ERP”) system. The ERP system is designed to improve the efficiency of our supply chain and financial transaction processes, improve the efficiency of how we accurately maintain our books and records and enhance the speed and quality of information provided to our management team for use in the operation and management of our business. The implementation of the ERP system will continue to require significant investment of human and financial resources. As a result of theCOVID-19 outbreak, we will experience delays and increased costs as factors such as limitedon-site availability of Company personnel and outside consultants due to travel restrictions and remote work conditions, as well as a redirection of personnel efforts toward responding to theCOVID-19 outbreak from the implementation of the new ERP system. Significant disruption in the implementation and transition to the new ERP system as a result of theCOVID-19 outbreak could negatively impact our ability to obtain the benefits that the new ERP system is intended to bring. The length of these delays and the related cost are unknown because of the uncertainty of the duration of theCOVID-19 pandemic crisis. Additionally, any significant disruption or deficiency in the design, implementation and transition to the new ERP system could negatively impact our ability to:

any of which could have a material adverse effect on our business, consolidated financial condition or results of operations.

We also face the challenge of supporting our older systems while we implement the new ERP system. While we have invested significant resources in planning and project management, significant implementation issues may arise that impact our normal business operations and could have a material adverse impact on our operating results and cash flow.

AstroNova depends on our key employees and other highly qualified personnel and our ability to attract and develop new, talented professionals. Our inability to attract and retain key employees could compromise our future success and our business could be harmed.

Our future success depends upon our ability to attract and retain professional and executive employees, including sales, operating, marketing, and financial management personnel. There is substantial competition for skilled personnel, and the failure to attract, develop, retain and motivate 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 may be required to increase compensation, which would decrease net income. Additionally, a number of key employees have special knowledge of customers, supplier relationships, business processes, manufacturing operations, and financial management issues and the loss of any of these employees could harm the company’s 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 our business, financial condition, and results of operations.

AstroNova is 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 requirements 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 comply 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.

Certain of our operations 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 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. We have used and continue to use various substances in our products and manufacturing operations, and have generated and continue to generate wastes, which have been or may be deemed to be hazardous or dangerous. As such, our business is subject to and may be materially and adversely affected by compliance obligations and other liabilities under environmental, health and safety laws and regulations. These laws and regulations affect ongoing operations and require capital costs and operating expenditures in order to achieve and maintain compliance.

As the result of theCOVID-19 pandemic crisis, we have been required by U.S. federal and state governmental authorities and governmental authorities in non-U.S. jurisdictions, as well as our own desire to adhere to best health and safety practices, to implement a number of policies and procedures that have increased our costs and added complexity and inefficiency to our manufacturing operations and all administrative and office-based functions.

Our operations are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and any determination that the Company or any of its 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 worldwide 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 world 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 procedures 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 rights and compliance with laws designed to prevent unauthorized access of personal data could be costly.

AstroNova collects and stores certain data, including proprietary business information, and may have access to confidential or personal information that is subject to privacy and security laws, regulations and customer-imposed controls. Security breaches or other unauthorized access to, or the use or transmission of, personal user information could result in a variety of claims against us, including privacy-related claims. There are numerous federal, state, local, and international laws and regulations regarding privacy and the storage, sharing, use, processing, disclosure and protection of this kind of information, the scope of which are changing, inconsistent and conflicting and subject to differing interpretations.

We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. For example, in 2016 the European Commission adopted the General Data Protection Regulation (GDPR), a comprehensive privacy and data protection reform that became effective in May 2018. The GDPR, which is applicable to all companies processing data of European Union residents, imposes significant fines and sanctions for violations. Similarly, the California Consumer Privacy Act of 2018 , which was enacted in June 2018 and came into effect

on January 1, 2020, provides a new private right of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties.

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 not only to transfers between unrelated third parties but also to transfers between the Company and its subsidiaries. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time.

While we continue to assess these requirements and the ways they may impact the conduct of our business, we believe that we 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 successfully defend against such claims or that we will not be subject to significant fines and penalties in the event we are found not to be 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 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 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.

We may record future impairment charges, which could materially adversely 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, in evaluating the potential for impairment of goodwill, we make assumptions regarding estimated revenue projections, growth rates, cash flows and discount rates. We monitor the key drivers of fair value to detect events or other changes that would warrant an interim impairment test of our goodwill and intangible assets. Relatively small 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, acquisitions or divestitures of assets or businesses, or small 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.

We also review our long-lived assets including property, plant and equipment, and other intangibles assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors we consider, whether as result of theCOVID-19 outbreak, the 737 MAX grounding or otherwise, include significant under-performance relative to expected historical or projected future operating results, significant negative industry or economic trends and our market capitalization relative to net book value. We may be required in the future to record a significant charge to earnings in our financial statements during the period in which any impairment of our long-lived assets is determined. Such charges could have a significant adverse impact on our results of operations and our financial condition.

Inadequate self-insurance accruals or insurance coverage for employee health care benefits, could have an adverse effect on our business, financial results or financial condition.

In the U.S., we maintain an employee health insurance coverage 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 record 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. Our history of claims activity is closely monitored, and liabilities are adjusted as warranted based on changing circumstances. It is possible, however, that our actual liabilities may exceed our estimates of loss. 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 to record additional expenses, which could adversely impact our business, financial condition, results of operations and cash flow. We believe, that the liabilities we have recorded to date will be sufficient to provide for losses we may incur due to increasedCOVID-19 related employee health care insurance costs. However, the ultimate amount of these costs cannot be estimated at this time, and a prolonged period of spread of the disease could further increase our costs and liabilities, the impact of which may be material.

Changes in accounting standards 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 interpretations 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, leases, and litigation, are highly complex and involve many subjective assumptions, 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.

Compliance with rules governing “conflict minerals” could adversely affect the availability of certain product components and our costs and results of operations could be materially harmed.

SEC rules require disclosures regarding the use of “conflict minerals” mined from the Democratic Republic of the Congo and adjoining countries necessary to the functionality or production of products manufactured or contracted to be manufactured. We have determined that we use gold, tin and tantalum, each of which areis considered a “conflict minerals”mineral” under the SEC rules, as they occur in electronic components supplied to us in the manufacture of our products. Because of this finding, we are required to conduct inquiries designed to determine whether any of the conflict minerals contained in our products originated or may have originated in the conflict region or come from recycled or scrap sources. There are costs associated with complying with these disclosure requirements, including performing due diligence in regards to the source of any conflict minerals used in our products, in addition to the cost of remediation or other changes to products, processes or services of supplies that may be necessary as a consequence of such verification activities. As we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we implement. We may also encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so. As a result, our business, operating results and financial condition could be harmed.

Economic, political and other risks associated with international sales and operations could adversely affect Astro-Med’s 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 customers outside the U.S., accounted for approximately 30% of our total revenue for fiscal year 2016 and we anticipate that international sales will continue to account for a significant portion of our revenue. In addition, we have employees, suppliers, job functions and facilities located outside the U.S. Accordingly, our business, operating results and financial condition could be harmed by a variety of factors, including:

Astro-Med’s profitability is dependent upon our ability to obtain adequate pricing for our products and to control our cost structure.

Our success depends on our ability to obtain adequate pricing for our products and services which provides a reasonable return to our shareholders. Depending on competitive market factors, future prices we obtain for our products and services may decline from previous levels. In addition, pricing actions to offset the effect of currency devaluations may not prove sufficient to offset further devaluations or may not hold in the face of customer resistance and/or competition. If we are unable to obtain adequate pricing for our products and services, our results of operations and financial position could be materially adversely affected.

We are continually reviewing our operations with a view towards reducing our cost structure, including but not limited to downsizing our employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. From time to time we also engage in restructuring actions to reduce our cost structure. If we are unable to maintain process and systems changes resulting from cost reduction and prior restructuring actions, our results of operations and financial position could be materially adversely affected.

Astro-Med could incur liabilities as a result of installed product failures due to design or manufacturing defects.

Astro-Med has incurred and could incur additional liabilities as a result of installed product failures due to design or manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These defects could result in among other things, a delay in recognition of sales, loss of sales, loss of market share, failure to achieve market acceptance or substantial damage to our reputation. We could be subject to material claims by customers, and may incur substantial expenses to correct any product defects.

In addition, through our acquisitions, we have assumed, and may in the future assume, liabilities related to products previously developed by an acquired company that have not been through the same level of product development, testing and quality control processes used by us, and may have known or undetected errors. Some types of errors may not be detected until the product is installed in a user environment. This may cause Astro-Med to incur significant warranty and repair or re-engineering costs, may divert the attention of engineering personnel from product development efforts, and may cause significant customer relations problems such as reputational problems with customers resulting in increased costs and lower profitability.

Astro-Med could experience disruptions in, or breach in security of our information technology system or fail to implement new systems or software successfully which could harm our business and adversely affect our results of operations.

Astro-Med employs information technology systems to support our business. During the first quarter of fiscal 2016, Astro-Med completed the upgrade of its Enterprise Resource Planning (ERP) system to the Oracle JD Edwards EnterpriseOne platform. This new system went live in March 2015 for all of our U.S. operations. Any security breaches or other disruptions to our information technology infrastructure could interfere with operations, compromise our information and that of our customers and suppliers, and expose us to liability which could adversely impact our business and reputation. In the ordinary course of business, we rely on information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. We also collect and store certain data, including proprietary business information, and may have access to confidential or personal information that is subject to privacy and security laws, regulations and customer-imposed controls. While we continually work to safeguard our systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cyber attacks or security breaches and our information technology networks and infrastructure may still be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error, power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters, catastrophic events or other unforeseen events. While we have experienced, and expect to continue to experience, these types of threats to our information technology networks and infrastructure, none of them to date has had a material impact. Any such events could result in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and damage to the Company’s reputation, which could adversely affect our business, operating results and financial condition.

Astro-Med is 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 requirements 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 comply 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.

Certain of our products require certifications by 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 regulators 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.

Our operations are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and any determination that the Company or any of its 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 worldwide 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 world 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 procedures will protect us from reckless or criminal acts committed by those of our employees or agents who violate our policies.

Certain of our operations 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 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. We have used and continue to use various substances in our products and manufacturing operations, and have generated and continue to generate wastes, which have been or may be deemed to be hazardous or dangerous. As such, our business is subject to and may be materially and adversely affected by compliance obligations and other liabilities under environmental, health and safety laws and regulations. These laws and regulations affect ongoing operations and require capital costs and operating expenditures in order to achieve and maintain compliance.

Adverse conditions in the global banking industry and credit markets may adversely impact the value of our investments or impair our liquidity.

At the end of fiscal 2016, we had approximately $20 million of cash, cash equivalents and investments held for sale. Our cash and cash equivalents are held in a mix of money market funds and bank demand deposit 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 highly 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. Our investment portfolio consists of state and municipal securities with various maturity dates, all of which have a credit rating of AA or above at the original purchase date; however, defaults by the issuers of any of these securities may result in an adverse impact on our portfolio.

Astro-Med may not realize the anticipated benefits of past or future acquisitions, divestitures and strategic partnerships, and integration of acquired companies or divestiture of businesses may negatively impact Astro-Med’s overall business.

Astro-Med has acquired or made strategic investments in other companies, products and technologies, including our most recent acquisition in June 2015 of the aerospace printer business from RITEC. We may continue to identify and pursue acquisitions of complementary companies and strategic assets, such as customer bases, products and technology. However, there can be no assurance that we will be able to identify suitable acquisition opportunities. In any acquisition that we complete we cannot be certain that:

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

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

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 Astro-Med is not able to successfully integrate or divest businesses, products, technologies or personnel that we acquire or divest, or able to realize expected benefits of our acquisitions, divestitures or strategic partnerships, Astro-Med’s business, results of operations and financial condition could be adversely affected.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The following table sets forth information regarding the Company’s principal owned properties, all of which are included in the consolidated balance sheet appearing elsewhere in this annual report.

Astro-MedAstroNova also leases facilities in various other locations. The following information pertains to each location:

We believe our facilities are well maintained, in good operating condition and generally adequate to meet our needs for the foreseeable future.

Item 3. Legal Proceedings

ThereWe are nonot a party to any pending, or threatenedmaterial legal proceedings against the Company believed to be material to the financial position or results of operationsproceedings. However, because of the Company.nature of our business, we may be subject in the future to lawsuits or other claims, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Astro-Med’sAstroNova common stock trades on the NASDAQ Global Market under the symbol “ALOT.” The following table sets forth the range of high and low sales prices and dividend data, as furnished by NASDAQ, for each quarter in the years ended January 31:

Item 6.Selected Financial Data

We are a “smaller reporting company” and, as such, are not required to provide this information.Historical Financial Summary

Income Statement Data

The Company markets and sells its products and services globally through a diverse distribution structure of direct sales personnel, manufacturers’ representatives and authorized dealers that deliver a full complement of branded products and services to customers in our respective markets. Our growth strategy centers on organic growth through product innovation made possible by research and development initiatives, as well as strategic acquisitions that fit into or complement existing core businesses. ResearchIn fiscal 2020, 2019 and 2018, revenue from customers in various geographic areas outside the United States, primarily in Western Europe, Canada and Asia, amounted to $49.8 million, $53.0 million and $43.6 million, respectively.

We maintain an active program of product research and development. During fiscal 2020, 2019 and 2018, we spent $8.1 million, $7.8 million and $7.5 million, respectively, on Company-sponsored product development. We are committed to continuous product development as essential to our organic growth and expect to continue our focus on research and development activities were fundedefforts in fiscal 2020 and expensed by the Company at approximately 7.3% of annual sales for fiscal 2016. beyond.

We also continue to invest in sales and marketing initiatives by expanding the existing sales force and using various marketing campaigns to achieve our goals of sales growth and increased profitability notwithstanding today’sthe challenging economic environment.

On June 19, 2015, Astro-Med completedIn fiscal 2018, AstroNova entered into an Asset Purchase and License Agreement (“Honeywell Agreement”) with Honeywell International, Inc. (“Honeywell”) pursuant to which, the asset purchaseCompany acquired the exclusive perpetual world-wide license to manufacture Honeywell’s narrow format flight deck printers for the Boeing 737 and Airbus 320 aircraft.

In March 2019 all major civil aviation authorities worldwide grounded the Boeing 737 MAX aircraft for safety reasons. In April 2019 Boeing reduced the number of aircraft produced per month from 52 to 42, and in January 2020, Boeing ceased production of the 737 MAX completely. AstroNova manufactures all three certified printer models in the Boeing catalog for the 737 MAX. The printer on the 737 MAX is buyer furnished equipment (BFE), which means the aircraft purchaser can choose which printer to have installed in the aircraft. Because the printer is BFE the purchaser of the aircraft purchases the printer directly from AstroNova and AstroNova delivers it to Boeing for installation on their aircraft. In some cases, a 737 MAX purchaser may choose to have the aircraft delivered without a printer. In such cases a printer can be added to the aircraft after delivery. Our records indicate that the vast majority of new 737 MAX of aircraft are delivered with one of our printers installed by Boeing. In addition to the drop off in orders for new aircraft printers, the 737 MAX grounding has negatively impacted our overall 737 printer upgrade business because operators have fewer available aircraft, so they are not in a position to take older model 737s out of service for upgrades. The grounding of the 737 MAX aircraft has also resulted in a reduced demand for aviation printer paper. These factors, in combination, had a material adverse impact on our revenues and profitability for fiscal 2020. At this time, it is not known when the Boeing 737 MAX will be certified for return to service, and it is also not known when Boeing will resume manufacturing and delivery. We expect that when manufacturing and delivery schedules are known, customers will begin to order printers from us for those aircraft. We also expect that the adverse impact on our revenue and profitability will continue until customer demand recovers. At this time, we believe that the demand for this aircraft will ultimately recover and further grow and we are making our operating decisions on that basis.

On March 11, 2020, the World Health Organization announced thatCOVID-19, a respiratory illness, caused by a novel coronavirus is apandemic. COVID-19 has spread to many of the countries in which we, our customers, our suppliers and our other business partners conduct business. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including the Company and its employees are taking additional steps to avoid or reduce infection, including limiting travel and staying home from work. These measures are disrupting normal business operations both in and outside of affected areas and have had significant negative impacts on businesses and financial markets worldwide.

We continue to monitor our operations and government recommendations and have made modifications to our normal operations because of theCOVID-19 outbreak, including requiring mostnon-production related team

members to work remotely. We have maintained a substantial portion of our manufacturing operational capacity at our primary manufacturing facilities located in West Warwick, Rhode Island, as well as in our manufacturing facilities in Canada and Germany, at this time, and we have instituted heightened cleaning and sanitization standards and several health and safety protocols and procedures to safeguard our team members.

TheCOVID-19 outbreak has caused the Company to experience a number of adverse impacts, including reductions in demand for its products, delays and cancellations of orders for its products, difficulties in obtaining raw materials and components for its products, shortages of labor to manufacture products, inefficiencies caused by remote worker’s difficulties in performing their normal work outputs, closures of the facilities of some of its suppliers and customers, delays in collecting accounts receivable. Disruptions in the capital markets as a result of theCOVID-19 outbreak may also adversely affect the Company if these impacts continue for a prolonged period and the Company needs additional liquidity.

The rapid development and uncertainty of the impacts of theCOVID-19 pandemic precludes any prediction as to the ultimate adverse impact of theCOVID-19 outbreak on the Company’s business. However,COVID-19 and the measures taken to contain it present material uncertainty and risk with respect to the Company’s performance and financial results. In particular, the aerospace industry, which the Company serves through its aerospace printer product line, has been significantly disrupted by theCOVID-19 outbreak, both inside and outside of the United States. The decline in air travel and the impact of that decline on demand for our products from RITEC. Astro-Med’sour airplane manufacturing customers, the airlines to which we sell directly and through the manufacturers, and the repair and overhaul market and the market for the paper consumed in the printers, could have a material adverse impact on the company’s financial results.

We have reduced direct labor staffing levels in our aerospace printermanufacturing operations modestly, but the bulk of our expenses related to the aerospace product lines business will be unchanged because of the continued need to support our customers, and to provide the required sales, engineering, quality, and regulatory compliance and audit activities (among others) necessary to support the rest of the aerospace product line is part of the T&M product group and is reported as part of the T&M segment. The Company began shipment of the RITEC products in the third quarter of the current fiscal year. Refer to Note 2, “Acquisition,” in the audited consolidated financial statements included elsewhere in this report.

On September 25, 2015, the Company announced it would immediately begin doing business as AstroNova on a worldwide basis. The name change is part of the plan to modernize the Company and effectively communicate our strategy. The AstroNova name and brand emphasizes our traditional strengths in aerospace and acknowledges our expanding presence in Test & Measurement, product identification and other new areas where we can apply our data visualization technology. Astro-Med’s aerospace products and Test & Measurement business will adopt the AstroNova brand. QuickLabel products will continue to go to market under the QuickLabel brand.business.

Results of Operations

Fiscal 2020 compared to Fiscal 2019

The following table presents the net salesrevenue of each of the Company’s segments, as well as the percentage of total salesrevenue and change from the prior year.

Fiscal 2016Net revenue in fiscal 2020 was $133.4 million, a 2.3% decrease compared to Fiscal 2015

Astro-Med’s net sales inrevenue of $136.7 million for fiscal 2016 were $94,658,000, a 7.1% increase as2019. Current year revenue through domestic channels was $83.7 million, consistent with fiscal 2019 domestic revenue. International revenue of $49.8 million for fiscal 2020 decreased 6.1% compared to prior year salesinternational revenue of $88,347,000. Domestic sales of $68,316,000 increased 11.1% from the prior year sales of $61,494,000. International sales of $26,342,000 reflect a 1.9% decrease as compared to prior year sales of $26,853,000. The current year’s$53.0 million. Fiscal 2020 international sales includerevenue reflects an unfavorable foreign exchange rate impact of $3,022,000.$1.4 million, compared to a favorable impact of $0.6 million in fiscal 2019. International revenue declined primarily due to lower sales of Product Identification supplies in Europe.

Hardware salesrevenue in fiscal 2016 were $34,824,000,2020 was $49.0 million, a 10.0%$4.2 million, or 8.0%, decrease compared to prior year’sfiscal 2019 revenue of $53.2 million. The current year decrease in hardware revenue is primarily related to the decline in the aerospace printer product lines as a result of the effects of the Boeing 737 MAX grounding. This decline of aerospace printer hardware sales in the T&M segment was offset by a modest increase in sales of $38,685,000. Hardware salesdata acquisition recorders and other aerospace printers. The overall decline in bothhardware revenue for the T&M and QuickLabel segments contributed to the lower volume of hardware shipments. Currentcurrent year T&M hardware sales decreased 8.9% as compared to the prior year was also

attributable to the decline in sales of aerospace printers, as many customers are deferring the shipments of orders to later periods, and the decline in data recorder sales due to the Company’s delay in the releasePI segment of certain older model QuickLabel printers such as theQL-120 andQL-800, tempered by the product launch of the newQL-300 andQL-850 printers and increased sales of the TrojanLabel printers.

Revenue from supplies in fiscal 2020 was $71.8 million, representing a new product. QuickLabel hardware sales declined 11.9% as$ 0.6 million, or 0.8%, increase compared to fiscal 2019 supplies revenue of $71.2 million. The dollar increase is primarily attributable to growth from Product Identification inkjet printer supplies. The current year increase in supplies revenue is tempered by older model lower thermal transfer and electrophotographic printer supplies revenue in the prior year, primarily as a result of lower OEM monochrome and other color printer sales. These declines in hardware sales were slightly offset by increases in sales of T&M’s data acquisitionQuick Label product line, as well as an increasea decline in salesrevenue from the sale of the Kiaro! series printersspecialized aerospace printer paper in the QuickLabel product group.

Consumable sales in fiscal 2016 were $51,764,000, representing an 18.8% increase as compared to prior year sales of $43,568,000. The increase in consumable sales for the current fiscal year was primarily attributable to the double-digit increase in both digital color printer supplies and label and tag product sales in the QuickLabelT&M segment. The increase in consumable product sales for the current year for QuickLabel’s Kiaro! related products also made a contribution to the overall increase in consumable sales for the current year.

Service and other sales revenue in fiscal 2016 were $8,070,000,2020 was $12.6 million, a 32.4%3.1% increase compared to prior yearfiscal 2019 service and other revenue of $6,094,000 and was$12.3 million. The current year increase is primarily due to increasesthe increase in repairsparts sales and service revenue in the PI segment as a result of the increase in the installed base of printers. The current year increase in parts revenue relatedrevenues in the AstroNova aerospace product line and increase in customer demand for parts in the data recorder product line in the T&M segment also contributed to the T&M suite of products.current year increase in service and other revenue.

The Company achievedGross profit was $48.8 million for fiscal 2020, reflecting a 9.7% decline compared to fiscal 2019 gross profit of $38,158,000 for fiscal 2016, reflecting a 3.2% improvement as compared to prior year’s gross profit of $36,977,000. However, the$54.0 million. The Company’s gross profit margin of 40.3%36.5% in the current yearfiscal 2020 reflects a decrease from the prior year’scompared to fiscal 2019 gross profit margin of 41.9%39.5%. The higherlower gross profit for the current year as compared to the prior year is primarily attributable to increased sales, while the current year’s decreasea decline in gross margin percentage is due to product mix,revenue as well as higher manufacturingperiod costs and lower factory absorption.adverse product mix.

Operating expenses for the current year were $32,224,000,$46.3 million, representing an 8.3%a 2.3% increase from the prior year’s operating expenses of $29,746,000.$45.3 million. Specifically, selling and marketing expenses of $26.9 million in fiscal 2020 increased 2.1% from the prior year amount of $26.3 million. The increase in selling and marketing expenses for the current year is due primarily to increases in wages and outside services expense which were slightly offset by lower employee benefits and commission expenses. Selling and marketing expenses remained relatively flat from prior year at

$18,249,000 in fiscal 2016, representingrepresent 20.1% and 19.3% of sales, compared to $18,289,000 or 20.7% of sales in the prior year. However,net revenue for fiscal 2020 and 2019, respectively. Current year general and administrative (G&A)(“G&A”) expenses increased by 24.3%2.1% from the prior year to $7,030,000 in fiscal 2016$11.4 million, primarily due toas a result of an increase in stock-based compensation expense, as well asexpenses for outside services and professional fees related to both the Company’s name changefees. The current year increase in G&A is partly offset by lower bonuses and branding initiative as well as the costs associated with the acquisition of the RITEC business.share-based compensation. Research & development (R&D)(“R&D”) costs in fiscal 2016 has2020 of $8.1 million increased 19.7% to $6,945,000. The increase3.5% from $7.8 million in R&D for fiscal 2016 is2019 primarily due to an increase in outside service costs related to the development of new products as well as RITEC transitional R&D costs.expenses which were partially offset by lower bonus expenses in fiscal 2020. The R&D spending level for fiscal 20162020 represents 7.3%6.1% of net sales,revenue, an increase as compared to the prior year’syear level of 6.6%5.7%.

Other expense in fiscal 2020 was $1.1 million compared to $1.4 million in fiscal 2019. Current year other expense includes interest expense on debt of $0.8 million and foreign exchange loss of $0.5 million, offset by investment and other income of $0.1 million. Other income in fiscal 20162019 included interest expense on debt of $0.9 million and a foreign exchange loss of $0.7 million, offset by investment income and other of $0.2 million.

Net income for fiscal 2020 was $975,000$1.8 million, or $0.24 per diluted share, a decrease compared to other expense of $299,000$5.7 million, or $0.81 per diluted share in the prior year. In addition to interest income, the currentfiscal 2019. Prior year other income includes $248,000 of income recognized fromresults were impacted by $0.1 million, or $0.01 per diluted share, in taxes as a settlement in an escrow account related to our 2014 acquisitionresult of the aerospace printer line fromCompany’s finalization of its accounting for the Miltope Corporation. Other expense in fiscal 2015 included a $251,000 write down on the disposition of inventory related to the conclusion and settlement of the transition services agreement entered into in connection with the 2013 sale of our Grass Technologies Product Group.

2017 Tax Act. During fiscal 20162020 the Company recognized a $2,384,000$0.4 million income tax expensebenefit and had an effective tax rate of 34.5%. Included in current year income tax expense is a $135,000 benefit related to the statute of limitations expiring on a previously uncertain tax position and a $22,000 tax expense due to the change in estimate relating to prior year’s federal taxes. This comparesnegative 28.4% compared to an income tax expenseprovision of $2,270,000 in fiscal 2015 and related effective tax rate of 32.7%. The$1.6 million, or a 21.6% effective tax rate for fiscal 2015 was2019. The decrease in the fiscal 2020 tax rate as compared to fiscal 2019 is primarily impacted byrelated to lowerpre-tax income. Specific items decreasing the domestic production deduction, research and development credits andeffective tax rate in fiscal 2020 include foreign derived intangible income, the release of ASC 740 liabilities, foreign tax credits.credit utilization, and return to provision adjustments. This decrease was offset by valuation allowances recorded on unbenefited losses in China and on carryforward foreign tax credits expected to expire unused.

Net incomeFiscal 2019 compared to Fiscal 2018

For a comparison of our results of operations for the fiscal 2016 was $4,525,000, providing a returnyears ended January 31, 2019 and January 31, 2018, see “Part II, Item 7. Management’s Discussion and Analysis of 4.8%Financial Condition and Results of

Operations” of our annual report on sales and generating an EPS of $0.61 per diluted share and includes (a) an after-tax expense of $181,000, equal to $0.02 per diluted share, related toForm10-K for the Company’s rebranding initiatives; (b) an after-tax expense of $663,000, equal to $0.09 per diluted share, related to non-recurring costs associatedfiscal year ended January 31, 2019, filed with the RITEC acquisition and transition; and (c) an after-tax expense of $357,000, equal to $0.05 per diluted share, related to the 2016 Long-Term Incentive Plan Share Based Compensation. On a comparable basis, net income for fiscal 2015 was $4,662,000, providing a return of 5.3%SEC on sales and generating an EPS of $0.60 per diluted share and includes (a) an after-tax expense of $147,000, equal to $0.02 per diluted share, related to the write-down to market value of the Company’s former Rockland facility; (b) an after-tax expense of $68,000, equal to $0.01 per diluted share, related to costs associated with the repurchase of the Company’s common stock from the estate of the Company’s founder and former chief executive officer, and (c) and after-tax expense of $168,000 or $0.02 per diluted share related to a write down of inventory in connection with the sale of our former Grass Technologies Product Group.April 10, 2019.

Segment Analysis

Astro-Med reportsWe report two segments consistent with its salesour product revenue groups: QuickLabelPI and Test & Measurement (T&M).T&M. Segment performance is evaluated based on the operating segment’s profit before corporate and financial administration expenses.

The following table summarizes selected financial information by segment.

QuickLabelProduct Identification

Sales revenuesRevenue from the QuickLabel product groupPI segment increased 12.3%1.5% in fiscal 20162020 with salesrevenue of $67,127,000$88.1 million compared to salesrevenue of $59,779,000$86.8 million in the prior year. The current year’s sales reflectedyear increase is primarily attributable to growth in demand for ink jet supplies for both the continued growth from QuickLabel’s consumable products line which posted a 19.5% growth rate overQuickLabel and Trojan Label product lines. Also contributing to the increase in revenue for the current year was an increase in service and parts revenue. Hardware revenue in the PI segment declined slightly compared to the prior year due toyear; however, the strong demand for labelsegment did experience a significant revenue contribution from the introduction of QuickLabel’s newQL-300,QL-120X and tag productsQL-850 printers, as well as digitalcontinued growth in revenue from sales of both QuickLabel monochromatic printers and TrojanLabel brand printers. This growth was tempered by lower sales of other inkjet color printer ink supplies products forprinters within the new Kiaro! printers. QuickLabel’sQuickLabel product group, particularly the older models,QL-120 andQL-800. PI current year’syear segment operating profit was $9,300,000, reflecting$7.5 million with a profit margin of 13.9%8.5%, a 28.1% increase fromcompared to the prior year’syear segment operating profit of $7,259,000$7.9 million and related profit margin of 12.1%9.1%. The increasedecrease in QuickLabel’s current year segment operating profit and related margin is primarily due to higher salesoperating costs and unfavorable product mix.

Test & Measurement

Sales revenuesRevenue from the T&M product group were $27,531,000was $45.3 million for fiscal 2016,2020, a 3.6%9.1% decrease as compared to salesrevenue of $28,568,000$49.9 million in the prior year. The decrease in revenue for the current year is primarily attributable to the decline in sales ofthe aerospace printers due to certain aerospace customers deferring shipments to later dates. However, sales growthprinter product lines impacted by the Boeing 737 MAX grounding. The decline was slightly offset by an increase in the data acquisitionhardware product line as well as increasesa result of increased sales of T&M data recorders and AstroNova aerospace printers for programs other than the 737 MAX. The T&M segment also experienced an increase in parts and repairs revenue duringin the year slightly tempered the lower sales volume.aerospace product line for fiscal 2020. T&M’s current year segment operating profit for the current fiscal year was $3,664,000 which resulted$6.3 million resulting in a 13.3%13.9% profit margin as compared to the prior year’syear segment operating profit of $5,627,000$11.9 million and related operating margin of 19.7%23.9%. The lower segment operating profit and related margin werefor the current year is due to lower revenue, adverse product mix and higher manufacturing and operating costs associated with the RITEC transaction.period costs.

Liquidity and Capital Resources

The Company expects to finance its future working capital needs,Overview

Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our revolving credit facility, as described below. These sources also fund a portion of our capital expenditures and acquisition requirements through internal fundscontractual contingent consideration obligations. Our level of cash and believes thatshort-term financing capabilities along with cash provided byflows from operations will behave historically been sufficient to meet our operating and capital needs for at leastneeds. We believe that during the next twelve months. To12 months theCOVID-19 pandemic is likely to impact general economic activity and demand in our end markets, especially the Aerospace sector, to an extent that we will have to rely more heavily on external financing sources to meet our operating and capital needs. As a result of the impact of theCOVID-19 pandemic, our customers may also experience liquidity pressure and liquidity requirementsbe unable to pay us for products and services on a timely basis. Conditions in the credit markets may also deteriorate and the availability of credit may be reduced as a result of theCOVID-19 pandemic such that we would not be able to access sufficient financing to support our operations, which would have a material adverse impact on our business. At this time, we expect that it is likely that we will violate the current terms of our credit agreement with Bank of America at the end of our first or second quarter of fiscal 2021. However, based on discussions with our lender, we expect to be able to renegotiate the terms of our credit agreement prior to any violations. If we are not satisfied internally,unable to renegotiate the terms of our credit agreement or secure alternative financing on acceptable terms, it will have a material adverse impact on the Company.

During the current year, the Company borrowed an additional $5.0 million on its revolving credit facility, and at January 31, 2020 the Company had $6.5 million of borrowings outstanding under that facility. During fiscal 2019, we may utilizeconverted our securities available for sale to cash. Our cash and cash equivalents at January 31, 2020, were $4.2 million and we had $11.0 million remaining available for borrowing under our revolving credit facility.

In April 2020, the Company applied for a loan in the amount of approximately $4.4 million from Bank of America, N.A. pursuant to the Paycheck Protection Program administered by the United States Small Business Administration and authorized by the Keeping American Workers Employed and Paid Act, which is part of the Coronavirus Aid, Relief, and Economic Security Act, enacted on March 27, 2020. There can be no assurance that the Company will receive any or all of the requested loan proceeds under this program.

Indebtedness

The Company and the Company’s wholly owned Danish subsidiaries, ANI ApS and TrojanLabel ApS (collectively, the “Parties”), are parties to a credit agreement (“Credit Agreement”) with Bank of America, N.A. The Credit Agreement and its subsequent amendments through fiscal 2019 provided for a secured credit facility consisting of a term loan to ANI ApS in the principal amount of $9.2 million, a term loan to the Company in the principal amount of $15.0 million and a $10.0 million revolving bank line of credit. Borrowings madecredit facility for the Company. On December 9, 2019, the Parties entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment amended the Credit Agreement to, among other things, (i) increase the aggregate amount available for borrowings under thisthe revolving line of credit prior to November 1, 2020 from $10.0 million to $17.5 million through the second quarter of fiscal 2021 and (ii) modify the financial covenants with which the Company must comply thereunder by excluding certain capital expenditures from the calculation of the Company’s consolidated fixed charge coverage ratio, providing that the minimum consolidated fixed charge coverage ratio covenant will be suspended through the second quarter of fiscal 2021, and adding a minimum consolidated EBITDA covenant commencing with the fourth quarter of fiscal 2020 and continuing through the second quarter of fiscal 2021.

Both term loans bear interest at a rate per annum equal to the LIBOR rate plus a margin that varies within a range of 1.0% to 1.5% based on the Company’s consolidated leverage ratio.

In connection with our entry into the Credit Agreement, ANI ApS entered into a hedging agreement to manage the variable interest rate risk and currency risk associated with its payments in respect to the term loan.

Under this combined arrangement, payments of principal and interest with respect to approximately $8.9 million of the principal of the term loan will be made in Danish Kroner, and interest on such principal amount will be payable at a fixed rate of 0.67% per annum for the entire term, subject only to potential changes based on the Company’s consolidated leverage ratio. Additionally, the Company entered into a hedging agreement to manage the variable interest rate risk associated with its payments with respect to the $15.0 million term loan. Under this combined arrangement, interest will be payable at a fixed rate of 2.04% per annum for the entire term, plus an incremental margin of 1.0% to 1.5%, based on the Company’s consolidated leverage ratio.

Revolving credit loans may be borrowed, at the Company’s option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Kroner. Amounts borrowed under the revolving credit facility bear interest at a rate per annum equal to, at the Company’s option, either (a) the LIBOR rate (or, in the case of revolving credit loans denominated in a currency other than U.S. Dollars, the applicable quoted rate), plus a margin that varies within a range of 1.0% to 1.5% based on the Company’s consolidated leverage ratio, or (b) a fluctuating basereference rate equal to the highest of (i) the Prime Rate,federal funds’ rate plus 0.50%, (ii) 1.50% above the daily one-month LIBOR, andBank of America’s publicly announced prime rate or (iii) the Federal Funds Rate in effectLIBOR rate plus 1.50%; or at1.00%, plus a fixed ratemargin that varies within a range of LIBOR plus an agreed upon margin of between 0% and 2.25%,0.0% to 0.5% based on the Company’s funded debtconsolidated leverage ratio. The Company is required to EBITDA ratio as definedpay a commitment fee on the undrawn portion of the revolving credit facility at the rate of 0.25% per annum. Outstanding borrowings under the revolving credit line during fiscal 2020 bore interest at a weighted average annual rate of 4.81% and the Company has incurred $0.5 million of interest expense for revolving credit line borrowings for the year ended January 31, 2020.

The obligations of ANI ApS in respect of the $9.2 million term loan are guaranteed by the Company and TrojanLabel ApS. The Company’s obligations in respect of the $15.0 million term loan, revolving credit facility and its guarantee in respect of the ANI ApS term loan are secured by substantially all of the assets of the Company (including a pledge of a portion of the equity interests held by the Company in ANI ApS and the Company’s wholly-owned German subsidiary, AstroNova GmbH), subject to certain exceptions.

The Lender is entitled to accelerate repayment of the loans and to terminate its revolving credit commitment under the Credit Agreement upon the occurrence of any of various customary events of default.

The Parties must comply with various customary financial andnon-financial covenants under the Credit Agreement.

As of January 31, 2020, the Company believes it is in compliance with all of the covenants in the agreement. See Note 7, “Line of Credit” in our audited consolidated financial statements included elsewhere in this report. As of the filing date of this Annual Report on Form 10-K, there have been no borrowings against this line of credit and the entire line is currently available.

Identification segment andbuild-up of safety stock to fulfill requirements related to the transitioning of certain aerospace customers as a result of the Honeywell Agreement. Also contributing to the inventory increase were delayed shipments to customers in both segments that were subsequently shipped after year end and last-time buy parts and safety stock increases in the T&M segment.

Net cash provided by operating activities was $5.0 million in fiscal 2019 compared to net cash provided by operating activities of $3.7 million in the previous year. The increase in net cash fromprovided by operations for the currentfiscal year 2019 is primarily due to an increase in net income of $2.4 million, an increase innon-cash amortization related to increased net sales and lower working capital requirements for the current year, as well asHoneywell acquisition partially offset by the current year’s increase in the non-cash expense for share-based compensation. Also contributing to the increase in operating cash for the current year as compared topayment of the prior year were the prior year tax payments made in connection with the gain on the sale of Grass. The combination of accounts receivable, inventory and accounts payable andyear’s accrued expenses decreased cash by $534,000 in fiscal 2016, compared to a decrease of $2,335,000 in fiscal 2015, withHoneywell under the year-over-year improvement related to lower receivable and inventory turns, offset slightly by increased sales and purchasing volume. TSA agreement.

The accounts receivable balance was $23.5 million at the end of fiscal year 2019 compared to $22.4 million at the end of fiscal 2018, although the collection cycle decreased to 5049 days sales outstanding at January 31, 2016 compared to 5255 days outstandingat year end. The inventory balance increased to $30.2 million at the prior year end. Inventoryend of fiscal 2019, compared to $27.6 million at the end of fiscal 2018 with the inventory days on hand decreaseddecreasing to 92120 days at the end of the current fiscal year from 106124 days at the prior year end.

Net cash used by investing activities for fiscal 20162020 was $3,542,000,$2.9 million for capital expenditures, consisting of $0.4 million for land and building improvements; $1.9 million for information technology; $0.2 million for machinery and equipment; $0.2 million for tools and dies; and $0.2 million for furniture, fixtures and other capital expenditures.

Net cash used by investing activities for fiscal 2019 was $1.5 million, which includes $9,978,000included $2.6 million for capital expenditures, consisting of $0.1 million for land and building improvements; $1.5 million for information technology; $0.7 million for machinery and equipment; $0.2 million for tools and dies; and $0.1 million for furniture, fixtures and other capital expenditures. Cash used for investments in fiscal 2019 was partially offset by $1.5 million of proceeds from the sales and maturities of securities available for sale,sale.

Net cash used by investing activities for fiscal 2018 was $20.8 million, which wasincluded $23.9 million of cash paid for the TrojanLabel acquisition and the Honeywell Agreement, partially offset by $5,192,000$5.5 million of cash used to purchaseproceeds from sales and maturities of securities available for sale, and $7,360,000 of cash used to purchase the RITEC aerospace printer business.sale. Cash used for investing activities for fiscal 2016 also2018 included cash used for capital expenditures of $3,061,000,$2.2 million, consisting of $947,000$0.7 million for land and building improvements; $657,000$0.7 million for information technology primarily related to the purchase and implementation of the Company’s new Enterprise Resource Planning system; $663,000technology; $0.5 million for machinery and equipment; $561,000$0.2 million for tools and dies; and $233,000$0.1 million for furniture, fixtures and other capital expenditures.

Included in netNet cash used inby financing activities for fiscal 2016 were dividends paid2020 was $3.7 million, consisting primarily of $2,048,000. Dividends paidprincipal payments on long-term debt of $5.2 million and the guaranteed royalty obligation of $1.9 million. Cash used for financing was partially offset by borrowings of $5.0 million on the Company’s revolving credit facility in fiscal 2015 were $2,128,000. The Company’s annual dividend per share was $0.28 in both fiscal 2016 and fiscal 2015.2020. The Company did not repurchase any shares of its common stock in fiscal 2016. In2020. Cash provided or used by financing activities also included cash used to pay dividends of $2.0 million in fiscal 2015,2020 and $1.9 million in both fiscal 2019 and 2018.

Net cash used by financing activities for fiscal 2019 was $6.1 million, primarily as a result of principal payments of $5.1 million on long-term debt, $1.5 million on the Company’s revolving credit facility and $1.6 million on the guaranteed royalty obligations. Cash used for financing was partially offset by borrowings of $3.0 million on the Company’s revolving credit facility in fiscal 2019. The Company repurchased 500,000did not repurchase any shares of its common stock in fiscal 2019.

Net cash provided by financing activities for fiscal 2018 was $9.1 million and includes $24.2 million of proceeds related to the issuance of debt under the Company’s credit facility with Bank of America. Offsetting the cash provided by financing activities in fiscal 2018 was $11.2 million of cash used to repurchase 826,305 shares of the Company’s common stock at a per share price of $12.50, for an aggregate repurchase price of $6,250,000.$13.60. The purchase of these shares was from the estate ofa trust established by the former founder and chief executive officer of the Company and did not impact the shares availableauthorized for future purchases as part of the Company’s stock buyback program. At January 31, 2016, the Company’s Board of Directors has authorized the purchase of an additional 390,000 shares of the Company’s common stock in the future.

Contractual Obligations, Commitments and Contingencies

Astro-MedAt January 31, 2020, the Company’s contractual obligations with initial remaining terms in excess of one year were as follows:

Topic 606) using the modified retrospective method. Topic 606 was applied to all contracts within the scope of Topic 606 as of the following criteria have been met: persuasive evidence of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legal title and risk of loss have passed to the customer; and collectability is reasonably assured. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent multiple element arrangements. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generallyFebruary 1, 2018 adoption date. Under ASC Topic 606, based on the sales price chargednature of our contracts and consistent with prior practice, we recognize most of our revenue upon shipment, which is when the same or similar element is sold separately. We allocateperformance obligation has been satisfied. Accordingly, the adoption of this standard did not have a material impact on our revenue recognition and there was no cumulative effective adjustment as of February 1, 2018 as a result of the adoption of ASC Topic 606.

Our accounting policies relating to each elementthe recognition of revenue under Topic 606 require management to make estimates, determinations and judgments based on historical experience and on various other assumptions, which include (i) the existence of a contract with the customer, (ii) the identification of the performance obligations in our multiple-element arrangements based upon their relative selling prices. We determine the contract, (iii) the value of any variable consideration in the contract, (iv) the stand alone selling price of multiple obligations in the contract, for each deliverablethe purpose of allocating the consideration in the contract, and (v) determining when a performance obligation has been met. Recognition of revenue based on incorrect judgments, including the identification of performance obligation arrangements as well as the pattern of delivery for those services, could result in inappropriate recognition of revenue, or incorrect timing of revenue recognition, which could have a selling price hierarchy. The selling price for a deliverable is basedmaterial effect on our vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basicfinancial condition and results of operations.

We recognize revenue recognition criteria for that element have been met. The amount of product revenue recognized is affected by our judgments as to whether an arrangement includes multiple elements.non-recurring

Astro-Med recognizes revenue for non-recurring engineering (NRE) fees, as necessary, for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue.

Infrequently, the Company receives requests from customers to hold product being purchased from us for the customers’ convenience. We recognize revenue for such bill and hold arrangements in accordance with the guidance provided by Topic 606, which requires the transaction meetsto meet the following criteria: a valid business purposecriteria in order to determine that the customer has obtained control: (a) the reason for the arrangement exists; risk of ownership ofbill and hold is substantive, (b) the purchased product has transferredseparately been identified as belonging to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose;customer, (c) the product is currently ready for shipment; the payment terms are customary; we have no continuing performance obligation in regardsphysical transfer to the product;customer, and (d) the Company does not have the ability to use the product or direct it to another customer.

Allowance for Doubtful Accounts:Accounts receivable consists primarily of receivables from our customers arising from the sale of our products. We actively monitor our exposure to credit risk through the use of credit approvals and credit limits. Accounts receivable is presented net of reserves for doubtful accounts.

We estimate the collectability of our receivables and establish allowances for accounts receivable that we estimate to be uncollectible. We base these allowances on our historical collection experience, the length of time our accounts receivable are outstanding and the product has been segregated from our inventories.

The majorityfinancial condition of our equipment contains embedded operating systems and data management software which is includedindividual customers. In situations where we are aware of a specific customer’s inability to meet its financial obligation, such as in the purchase pricecase of a bankruptcy filing, we assess the equipment. The software is deemed incidental to the systems asneed for a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Therefore, the Company’s hardware appliances are considered non-software elements and are not subject to the industry-specific software revenue recognition guidance.

Warranty Claims and Bad Debts:Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost of sales and general and administrative expense, respectively. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customersspecific reserve for bad debts. We also periodically evaluate the adequacy of our reserves for warranty and bad debts recorded in our consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. We believe that our proceduresprocedure for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods whenperiods. Bad debt expense was less than 1% of net sales in each of fiscal 2020 and 2019.

Warranty Claims:The Company offers warranties on some of its products. The Company establishes a reserve for estimated costs of warranties at the time the product revenue is recognized. This reserve requires us to make estimates regarding the amounts necessary to settle future and existing claims using historical data on products sold as of the balance sheet date. The length of the warranty period, the product’s failure rates, and the customer’s usage affect estimated warranty cost. If actual warranty costs differ from the Company’s estimated amounts, future results of operations could be affected adversely. Warranty cost is recorded as cost of revenue, and the reserve balance recorded as an accrued expense. While the Company maintains product quality programs and processes, its warranty obligation is affected by product failure rates and the related corrective costs. If actual product failure rates and/or corrective costs differ from the estimates, are adjusted to the actual amounts.Company revises its estimated warranty liability accordingly.

Inventories:Inventories are stated at the lower of cost(first-in,first-out) or market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating and recording obsolete and excess inventory provisions consists of analyzing the inventory supply on hand and estimating the net realizable value of the inventory based on historical experience, current business conditions and anticipated future sales.revenue. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual experience.

Income Taxes:A valuation allowance is established when it is “more-likely-than-not”“more-likely-than-not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including our performance, the market environment in which we operate, length of carryforward periods, existing salesrevenue backlog and future salesrevenue projections. If actual factors and conditions differ materially from the estimates made by management, the actual realization of the net deferred tax assets or liabilities could vary materially from the amounts previously recorded. At January 31, 2016,2020, the Company has provided valuation allowances for future state tax benefits resulting from certain domestic R&D tax credits, foreign tax credit carryforwards, and net operating loss carryforwards in China, all of which could expire unused.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions. Although guidance on the accounting for uncertain income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. If the ultimate resolution of tax uncertainties is different from what we have estimated, our income tax expense could be materially impacted.

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (“Tax Act”) was enacted into law in the U.S. and the new legislation contains several key tax provisions that affected us, including aone-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. All accounting under SAB 118 was finalized during the quarter ending January 31, 2019 with no material changes from the provisional amounts previously recorded.

Intangible and Long-Lived Assets:Long-lived assets, such as definite-lived intangible assets and property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the projected undiscounted cash flows are less than the carrying value, then an impairment charge would be recorded for the excess of the carrying value over the fair value, which is determined by the discounting of future cash flows.

Assets HeldGoodwill:Goodwill is tested for Sale:Assets held for sale are reportedimpairment at the lower of costreporting unit. A reporting unit is an operating segment or fair value. Cost to sella business unit one level below an operating segment if discrete financial information for that business is prepared and regularly reviewed by segment management. However, components within an operating segment are accrued separately. Assets held for sale are subject to an impairment assessment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of impairment is the difference between the carrying amount and the fair value of the asset, less costs to sell.

Goodwill:aggregated as a single reporting unit if they have similar economic characteristics. Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales,revenue, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is first qualitatively assessed to determine whether further impairment testingit is necessary.more likely than not that the fair value of a reporting unit is less than its carrying value. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount,value, then a two step processquantitative assessment is then performed. Step onerequired for the reporting unit. The quantitative assessment compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required to determine if there is an impairment of the goodwill. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill.value. We

estimate the fair value of our reporting units using the income approach based upon a discounted cash flow model. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long termlong-term operating cash flow performance. In addition, we use the market approach, which compares the reporting unit to publicly-tradedpublicly traded companies and transactions involving similar businesses,business, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and estimates including future revenue, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates. If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we record an impairment charge based on that difference.

Self-Insurance Liability Accrual: We maintain self-insured group medical and dental programs for qualifying employees and maintain stop-loss coverage from a third party which limits our exposure to large claims. We record a liability associated with these benefits that includes an estimate of both claims filed and losses incurred but not yet reported based on historical claims experience. In estimating this accrual, we utilize an independent third-party broker to estimate of expected losses, which are based on analyses of historical data. Our assumptions are closely monitored and adjusted when warranted by changing circumstances. Should claims occur or medical costs increase in greater amounts than we have expected, accruals may not be sufficient, and we may record additional expenses.

Share-Based Compensation:Share-based compensation expense is measured based on the estimated fair value of the share-based award when granted and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant). We have estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number ofseveral complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the risk-free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted-average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grants and assessed the expected risk tolerance of different option groups. The risk-free interest rate used in the model is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requisite service. Our accounting for share-based compensation for restricted stock awards (RSA) and restricted stock units (RSU) is also based on the fair value method. The fair value of the RSUs and RSAs is based on the closing market price of the Company’s common stock on the grant date of grant. Reductions in compensation expense associated with forfeited awards are estimated at the applicable RSU or RSA.date of grant, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience.

Recent Accounting Pronouncements

Reference is made to Note 1 of our audited consolidated financial statements included herein.elsewhere in this report.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We have exposure to financial market risks, including changes in foreign currency exchange rates and interest rates.

Financial Exchange Risk

The registrantfunctional currencies of our foreign subsidiaries and branches are the local currencies – the British Pound in the U.K., the Canadian Dollar in Canada, the Danish Kroner in Denmark, the Chinese Yuan in China, and the Euro in France and Germany. We are exposed to foreign currency exchange risk as the functional currency financial statements of foreign subsidiaries are translated to U.S. dollars. The assets and liabilities of our foreign subsidiaries having a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date, and at an average exchange rate for the reporting period for revenue and expense accounts. The cumulative foreign currency translation adjustment is recorded as a smaller reporting companycomponent of accumulated other comprehensive loss in shareholders’ equity. The reported results of our foreign subsidiaries will be influenced by their translation into U.S. dollars by currency movements against the U.S. dollar. Our primary currency translation exposure is related to our subsidiaries that have functional currencies denominated in Euro. A hypothetical 10% change in the rates used to translate the results of our foreign subsidiaries would result in an increase or decrease in our consolidated net income of less than $0.1 million for the year ended January 31, 2020.

Transactional exposure arises where transactions occur in currencies other than the functional currency. Transactions in foreign currencies are recorded at the exchange rate prevailing at the date of the transaction. The resulting monetary assets and is not requiredliabilities are translated into the appropriate functional currency at exchange rates prevailing at the balance sheet date and the resulting gains and losses are reported as foreign exchange gain (loss) in the consolidated statements of income. Realized and unrealized foreign exchange losses resulting from transactional exposure were $0.4 million for the year ended January 31, 2020.

Interest Rate Risk

The Company has exposure to provide this information.interest rate risk from its variable rate long-term debt. We entered into interest rate swaps to hedge the interest rate exposure related to our variable rate debt. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. Giving effect to our interest rate swaps, if interest rates were to decrease by 50 basis points, the fair value of the Company’s debt would increase by approximately $0.1 million. If interest rates were to increase by 50 basis points, the fair value of the Company’s debt would decrease by approximately $0.1 million.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1).

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form10-K pursuant to Rules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at January 31, 20162020 to ensure that the information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules13a-15(f) and15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or the degree of compliance may deteriorate.

Management conducted its evaluation of the effectiveness of its internal control over financial reporting as of January 31, 2016.2020. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2016,2020, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.”

This annual report does not include anThe attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestationreporting appears in Part IV, Item 15 of this Form10-K and is incorporated herein by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this annual report.reference.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during our most recentrecently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed for the 2016its 2020 Annual Meeting of Shareholders.

The following sets forth certain information with respect to all executive officers of the Company. All officers serve at the pleasure of the Board of Directors.

Mr. Woods 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. Prior to joining the Company, Mr. Woods served from January 2010 to August 2012 as Managing Director of Medfield Advisors, LLC, an advisory firm located in Medfield, Massachusetts focused on providing corporate development and strategy guidance to technology driven manufacturing firms. From 2008 to 2010, Mr. Woods served as President of Performance Motion Devices, a specialty semiconductor and electronics manufacturer located in Lincoln, Massachusetts.

Mr. O’Connell joined the Company in 1996. He previously held senior financial management positions with Cherry Tree Products Inc., IBI Corporation and Avery Dennison Corporation. Mr. O’Connell is also Assistant Secretary of the Company. He was appointed to the position of Senior Vice President in 2007.

Mr. MorawetzSmith was appointed Vice President, International Branches in 2006. He was previously the General ManagerChief Financial Officer and Treasurer of Branch Operations for the Company’s German subsidiary, having joined the Company in 1989.effective January 22, 2018. Prior to joining the Company, Mr. Smith served as Managing Partner of S.C. Advisors LLC, a financial management consultancy firm from 2008 through January 2018. Mr. Smith has also held a variety of senior finance positions at semiconductor and manufacturing companies, including Senior Vice President and Chief Financial Officer of Standard Microsystems Corporation, a global semiconductor company, from 2005 to 2008 and Vice President, Finance and Chief Financial Officer of both Dover Corporation, a diversified global manufacturing company, from 2000 to 2002 and Crane Company, a diversified manufacturing company from 1994 to 2000.

Mr. Petrarca was appointed Vice President of President—Operations in 1998. He has previously held positions as General Manager of Manufacturing, Manager of Grass Operations and Manager of Grass Sales. He has been with the Company since 1980.

Mr. Mancyak was appointed Vice President of the Company in 2011. He also holds the position of Corporate Controller and Principal Accounting Officer to which he was appointed in 2009. He served as Assistant Corporate Controller of the Company from 2008 to 2009 and prior to that was an Accounting Manager of the Company beginning in 2005. Prior to 2005, Mr. Mancyak was Senior Treasury Analyst at American Power Conversion and an auditor at the international accounting firm of KPMG LLP.

Mr. Eric E. Pizzuti was appointed Vice President and General Manager of the Company’s QuickLabel business segment on March 9, 2012. Prior to this appointment, Mr. Pizzuti held the position of Vice President and Worldwide Director of Sales for QuickLabel Systems from March 2010 and Worldwide Director of Sales from March 2006 through March 2010. Mr. Pizzuti has held various other positions since joining the Company in 1996.

Mr. Natalizia was appointed Vice President and Chief Technology Officer of the Company on March 9, 2012. Prior to this appointment, Mr. Natalizia held the position of Director of Product Development of 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 AstroNova Aerospace business group.

Code of Ethics

The Company has adopted a Code of Conduct which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Corporate Controller,principal accounting officer which meets the requirements of a “code of ethics” as defined in Item 406 of RegulationS-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 on the Company’s website, (www.astronovainc.com), under the heading “Investors—

“Investors—Corporate Governance—Governance Documents.” The Company intends to disclose any amendment to, or waiver of, a provision of the Code of Conduct for the CEO, CFO, Corporate Controllerprincipal accounting officer, or persons performing similar functions by posting such information on its website.

Item 11. Executive Compensation

The information required by to this item is incorporated herein by reference to the Company’s definitive Proxy Statement to be filed for the 2016its 2020 Annual Meeting of Shareholders.

The information set forth under the heading “Compensation Committee Report” in the Company’s definitive Proxy Statement is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act, nor be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement to be filed for the 2016its 2020 Annual Meeting of Shareholders.

Equity Compensation Plan Information

The following table sets forth information about the Company’s equity compensation plans as of January 31, 2016:2020:

Additional information regarding these equity compensation plans is contained in Note 11,13, “Share-Based Compensation,” in the Company’s Consolidated Financial Statements included in Item 15 hereto.

Item 13.Certain Relationships, Related Transactions and Director Independence

The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 20162020 Annual Meeting of Shareholders.

Item 14.Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 20162020 Annual Meeting of Shareholders.

PART IV

Item 15. Exhibits and Financial Statement Schedule

(a)(1) Financial Statements:

The following documents are included as part of this Annual Report filed on Form10-K:

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.

Item 16. Form10-K Summary

Not Applicable.

(a)(3)Exhibits: