SECURITIES AND EXCHANGE COMMISSION
x☒ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 31,
20162021
¨☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
| | (I.R.S. Employer Identification No.) |
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600 East Greenwich Avenue, West Warwick, Rhode Island
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(Address of principal executive offices) | | |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $.05 Par Value | | | | |
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 Regulation
S-T (§
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
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, a
non-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 Rule
12b-2
of the Exchange Act.
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Large accelerated filer ¨☐ | | Accelerated filer ¨☐ | | Non-accelerated filer ¨☒ | | Smaller reporting companyx ☒ |
| | | | (Do not check if a smaller reporting company) | | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the
Exchange Act)
:. ☐ Yes
¨☒ No
xThe aggregate market value of the registrant’s voting common equity held by
non-affiliates
at July 31,
20152020 was approximately
$73,014,000$47,045,000 based on the closing price on the Nasdaq Global Market on that date.
As of
March 24, 2016April 9
, 2021, there were
7,388,0487,212,977 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
20162021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form
10-K
where indicated.
ASTRO-MED,
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| PART I | | | | |
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| Item 1. | | | | 3-63-7 |
| Item 1A. | | | | 6-128-20 |
| Item 1B. | | | | 1220 |
| Item 2. | | | | 1320-21 |
| Item 3. | | | | 1321 |
| Item 4. | | | | 1321 |
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| PART II | | | | |
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| Item 5. | | | | 14-1622 |
| Item 6. | | | | 1623 |
| Item 7. | | | | 16-2323-38 |
| Item 7A. | | | | 2338 |
| Item 8. | | | | 2439 |
| Item 9. | | | | 2439 |
| Item 9A. | | | | 2439 |
| Item 9B. | | | | 2439 |
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| PART III | | | | |
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| Item 10. | | | | 25-2640 |
| Item 11. | | | | 2641 |
| Item 12. | | | | 26-2741 |
| Item 13. | | | | 2741 |
| Item 14. | | | | 2741 |
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| PART IV | | | | |
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| Item 15. | | | | 2842 |
| Item 16. | | | | 42 |
ASTRO-MED,
Forward-Looking Statements
Information included in this Annual Report on Form
10-K
may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning future events and 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 Form
10-K
under “Item 1A. Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form
Unless otherwise indicated, references to
“Astro-Med,“AstroNova,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form
10-K
refer to
Astro-Med,AstroNova, Inc. and its consolidated subsidiaries.
Astro-Med designs, develops, manufactures
We design, develop, manufacture and
distributesdistribute 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
our 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
Our products are distributed around the world through itsour 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) 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™
brand names. The T&M
product groupsegment includes our line of aerospace 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,17, “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 communicatereport for financial information regarding 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 filed 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, 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
1623 through
2328 of this Annual Report on Form
Product Overview
Astro-Med leverages its
We leverage our 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).Products
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
labeling solutions to a wide array of industries. The PI segment offers a variety of digital color label tabletop printers, high-volume presses and automatic identification applications to digitally print custom labelsspecialty 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, allowing customers to mark, track, protect and enhance the appearance of their products. In the T&M segment, we have a long history of using our technologies to provide networking systems and high-resolution light-weight flight deck and cabin printers 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
Our PI segment includes three brands: QuickLabel, TrojanLabel, and GetLabels. The segment provides a wide array of digitalproduct marking and identification solutions including hardware, software, and supplies for OEMs, commercial printers, and brand owners. Our customers typically label or mark products on a short tomid-size
run basis and benefit from the
aerospace market,efficiency, flexibility and cost-savings of digitally printing labels or packaging 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 our digital printing 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 our customer market by providing a range of higher volume digital color printers, OEM printing systems and supplies that target the more demanding needs of brand owners, 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 our printing hardware, while also being 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 our 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 the
QLS-4100 Xe color
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 sellsmini-presses to large-scaleinline specialty printing systems for both brand owners, OEMs and
supports its Pronto! family of barcode printers which utilize single color-thermal transfercommercial printers. 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,
technology as well astheT3-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 an
arraymachine with a much smaller footprint than others in the market. GetLabels provides a broad range of
customhigh-quality supplies for both our printers and third-party printers including label and tag materials, inks, toner and thermal transfer material, all specifically designed
OEMand constructed for a wide variety of labeling applications. Label material and substrates are carefully qualified and tested in our Rhode Island 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 also develops and licenses various specialized software programs to design and manage labels, print images, manage and operate our printers and presses, and coordinate printing on an automated basis directly over networked systems. PI also provides worldwide training and support.
Products sold under the Astro-Medour T&M brandsegment are designed and manufactured for airborne printing solutions and data acquisition. Our aerospace products include flight deck printing solutions, networking hardware and specialized aerospace grade thermal paper. Our data acquisition systems are used in research and development, flight testing, missile/rocket telemetry production monitoring, power 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 their 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
Airborne printers include
hardware, software and consumables to customers who are in a variety of industries.Astro-Med T&M products include the Daxusour 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 are
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 includingaircraft. Examples of printed data include 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 isWe are currently furnishing ToughWriter airborne printers for
numerousmany aircraft made by Airbus, Boeing,
Embraer, Bombardier, Lockheed, Gulfstream and others.
The Company’s family In addition to the ToughWriter products, we manufacture other flight deck printers, including the TP/NP series, the RTP80 series and the
PTA-45B
series of
portable data recorders airborne printers. ThePTA-45B
is
usedsubject to the Asset Purchase and License Agreement with Honeywell International, Inc. (the “Honeywell Agreement”), pursuant to which in
research2017 we acquired an exclusive perpetual world-wide license to manufacture and
development (R&D)support Honeywell’s narrow-format flight deck printers for the Boeing 737 and
maintenance applications in aerospaceAirbus 320 aircraft. Over time we expect customers will replace thePTA-45B
printers with ToughWriter products because they have numerous technical features and
defense, energy discoveryfunctional advantages and
production operations, rapid rail, automotive, and a variety of other transportation and industrial applications. The TMX™significant weight savings. Other T&M products include the TMX®
high-speed data acquisition system
is designed for
data capture of long-term testing where the ability to monitorapplications requiring high channel counts and
view acquisition rates; the Daxus®
DXS-100
distributed data acquisition platform; the SmartCorder®
DDX-100,
a
wide varietyportabledata acquisition system for facility 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.
Our 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, we maintain technological core competencies and tradeknow-how
concerning the subject matter peculiar to each business unit. The technological disciplines are diverse and include electronic, software, mechanical and industrial engineering aspects. Additionally, we possess engineering expertise in digital signal processing, image processing, fluidics, color theory, high-speed material handling and airworthiness design.
Patents and Copyrights
Astro-Med holds a number of
We 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 wenames. We consider our intellectual property to be importantcritical 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’sour business taken as a whole.
Manufacturing and Supplies
Astro-Med manufactures most
We 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 most of the We manufacture manysub-assemblies
and parts
in-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 to manufacture our products from a
few parts that aresingle source or limited supplier sources. Although 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 we may not be able to acquire such components, products or supplies on a timely basis, our practice is to procure a sufficient quantity in advance. In the past we have made such 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
We compete worldwide in multiple markets. In the specialty printing field,Through our expanding network of manufacturing, sales and support facilities, we now do business in over 150 countries.
We believe we are a market leader in
bench-toptabletop digital color label printing technology
in the specialty printing field, 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
Management believes that we have a market leadership position in many of the markets we serve.
We retain our leadership position by virtue of our 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
Product Identification products are sold by direct field salespersons as well as independent dealers and
representatives, while our Test & Measurement products are sold predominantly through direct sales and manufacturers’ representatives. In the United States,
the Company haswe have factory-trained direct field salespeople located
in major cities from coast to coastthroughout the country specializing in
either QuickLabel or Astro-Med T&MProduct Identification 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 200 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.
Our backlog
fluctuatesvaries regularly. It consists of a blend of orders for
end user end-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,
20162021 and
20152020 was
$16,630,000$22.5 million and
$12,061,000,$25.2 million, respectively.
As of January 31, 2016, Astro-Med2021, we employed 329 people. We are generally able to satisfy327 people full-time employees. Of our employment requirements. Nofull-time employees, 230 were in the United States, 78 in Europe, 10 in Canada, seven in Asia and two in Mexico.
None of our employees are represented by a union. labor union or covered by a collective bargaining agreement; except for our employees in France, where collective bargaining agreements are generally required by local regulations.
Successful execution of our business strategy depends on our ability to retain several key employees in both individual contributor and management roles. We continuously assess the risk of losing our key employees through regular communications, engagement surveys and assessments in the labor market. Our retention strategy is focused on ensuring competitive compensation packages, career and professional development, leadership coaching and other actions to improve overall engagement with our key employees.
We have ingrained a strong and definable company culture that shapes the way we operate and engage with stakeholders and employees. Our culture consists of four key components:
A powerful set of core values, including: Customer First, One Global Team, Innovation, Continuous Improvement and Building Shareholder Value.
The AstroNova Operating System (AOS), the comprehensive business management process which helps us manage the business to achieve continuous improvements in quality, delivery, cost, and growth.
A commitment to operating with integrity and compliance to ensure business is conducted in an honest, legal, and environmentally responsible manner.
A passionate commitment to quality that drives our goal to achieve zero defects and understand the changing needs and expectations of our customers.
Our core values guide our employees’ behavior and dictate the way our business is conducted. These core values are reinforced during new hire orientation, ongoing engagement surveys, leadership development, and team development activities, and are also demonstrated through teamwork, leadership, and everyday interactions.
We believe that
employee relationsour culture and core values are
good.strengthened through diversity and inclusion. Our diversity initiatives include—but are not limited to—our practices and policies on recruitment and selection; compensation and benefits; professional development and training; promotions; transfers; social and recreational programs; layoffs; terminations; and the ongoing development of a work environment built on the premise of gender and diversity equity. These initiatives include periodic evaluation of our workforce demographics as compared to the demographics in the workforce market, and an affirmative effort to attract, recruit, retain and train a diverse workforce that is representative of the populations in the regions in which we do business.
Other Information
The Company’s
Our 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.
We make available on our website (www.astronovainc.com)
the Company’sour Annual Report on Form
10-K,
Quarterly Reports on Form
10-Q,
Current Reports on Form
8-K
and, if applicable, amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after
the Companywe electronically
filesfile such material with, or furnishes it to, the Securities
and Exchange Commission (SEC). These filings are also accessible on the SEC’s website at http://www.sec.gov.
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’s
Business and Industry Risks
The ongoingCOVID-19
pandemic has adversely affected and will likely continue to adversely affect our revenues, results of operations and financial condition. Our business has been and will likely continue to be materially adversely affected by the globalCOVID-19
pandemic. We operate in several regions of the world, with the largest concentration of team members in North America and Europe, and a small presence in Asia. We, and many other businesses and other organizations with which we do business directly or which otherwise impact us, have taken and are continuing to take steps to avoid or reduce infection, including limiting business travel and staying home from work when recommended by the public health authorities. These measures have disrupted and continue to disrupt our normal business operations both inside and outside of affected areas and have had significant negative impacts on our business, the businesses of our suppliers and customers, and on businesses and financial markets worldwide. Until vaccine availability and inoculation rates reach the point where public health authorities determine that the quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures that national, state and local governments have implemented as a result of the pandemic are no longer necessary, we expect our business to be negatively impacted. In response to theCOVID-19
pandemic, we have established new procedures to monitor government recommendations and regulations and made good faith efforts to comply with those regulations and the best practices recommendations issued by a variety of governmental health authorities and manufacturing industry organizations to which we belong. In addition, we have made significant modifications to our normal operations because of theCOVID-19
pandemic, including requiring mostnon-production
related team members to work remotely, at least part-time. At this time, we expect that these measures will continue to remain in place for the near term, and we do not know when or if it will become practical to relax or eliminate these measures altogether. Since the start of the pandemic, we have maintained most of manufacturing operational capacity at our facilities located in West Warwick, Rhode Island, as well as our manufacturing facilities in Canada and Germany. However, there were periods when a number of team members were unable to keep work schedules due to the effects of the pandemic, which resulted in reduced production capacity that led to longer order fulfillment lead times and as a result, reduced revenues. The extent to which the COVID-19 pandemic continues to negatively impact our manufacturing production will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and any associated variants, the efficacy and timing of distribution of vaccines, and the actions tocontain COVID-19 or
treat its impact, among others. We also do not yet know to what extent our operations will be impacted permanently by remote work, increased safety protocols and the other adaptations undertaken during the pandemic. During theCOVID-19
pandemic, we have experienced some difficulties in obtaining raw materials and components for our products. We have been able to recover from these difficulties, but we have had to incur some additional costs in expedited and express shipping fees. These difficulties have impacted our efficiency and our ability to satisfy customer requirements, but we do not believe that they have materially impacted our financial results or our relationships with our customers. We are currently monitoring the world-wide delays in transit time, as freight carriers are now experiencing significant delays in overseas shipments. We are addressing these issues through long range planning and supplementing inventories as needed. We are also monitoring the extended lead times on active electronic components and utilizing several strategies, including blanket orders,
vendor-bonded inventories, and extended commitments to our supply base. Additionally, we have taken actions to maintain regular contact with our important vendors and have increased our forecasting horizon for our products to help us better manage our supply chain. Our strategies to counteract the impact of the pandemic have tended to increase the amount of inventory we maintain, but because of the complexity of our supply chain and update our mitigation strategies as we determine to be appropriate. We will continue to monitor our supply chain a priority going forward. We are not able to predict what the full impact of the current supply chain difficulties, as it depends on how the course of theCOVID-19
pandemic continues and its impacts on the economy evolve. The aerospace industry, which we serve through our aerospace product line, has also been significantly disrupted by theCOVID-19
pandemic, both inside and outside of the United States. The decline in air travel has had and will continue to have a material adverse impact on our financial results, the ultimate scope of which we cannot estimate at this time. Should one or more of our airplane OEM manufacturing customers or a significant number of airline customers fail to continue business as a going concern, declare bankruptcy, or otherwise permanently reduce the demand for our products as a result of the impact of theCOVID-19
pandemic, it would have a material adverse impact on our business operations and financial results. While it is not possible at this time to estimate the full scope of the impact thatCOVID-19
will have on our business, customers, suppliers or other business partners, in the long run we expect that the lasting presence ofCOVID-19,
will continue to adversely impact our operational capacity and the efficiency of our team members and will continue to negatively affect our results of operations and financial condition for the near term. Our 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 progressthe 2020 grounding, suspension and subsequent slow restart of production of the Boeing 737 MAX has reduced demand for our airborne printers that are installed on that aircraft, as well as the related repairs and supplies, which has negatively affected our results of operations. In addition, the current worldwide
COVID-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 reductions 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
enough to impact their financial capacity, 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’s
Our future revenue growth depends on our ability to develop and introduce new products and services on a timely basis and achieve market acceptance of these new products and services.
The markets for our products are characterized by
rapidly changingevolving technologies
and acceleratingwhich in turn effect our product introduction cycles. Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying high-quality, cost-effective products, product enhancements and services on a timely basis and by 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-Med spendsWe spend a significant amount of time and effort
related toon the development of our airborne and color printer products as well as our
Testacquisition 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’sour 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
Operational and
our failure to compete successfully could adversely affect our results of operations and financial condition.Business Strategy Risks:
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-Med 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:
Disruptions in the global supply chain as a result of theCOVID-19
pandemic; Limited control over the manufacturing process;
Potential absence of adequate production capacity;
Potential delays in production lead times;
Unavailability of certain process technologies; and
Reduced control over delivery schedules, manufacturing yields, quality and costs.
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
a third party
subcontractorssubcontractor 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-Med isand supplies, we are 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 continued globalCOVID-19
pandemic, 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.
Compliance with rules governing “conflict minerals”
We face significant competition, and our failure to compete successfully 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 are considered “conflict minerals” 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.
Becausecondition.
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
worldwide,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,
is subject to risks associated with doing business internationally. Revenue from internationalresults of 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:position. Interruption to transportation flows for delivery of parts to us and finished goods to our customers;
Customer and vendor financial stability;
Fluctuations in foreign currency exchange rates;
Changes in a specific country’s or region’s environment including political, economic, monetary, regulatory or other conditions;
Trade protection measures and import or export licensing requirements;
Negative consequences from changes in tax laws;
Difficulty in managing and overseeing operations that are distant and remote from corporate headquarters;
Difficulty in obtaining and maintaining adequate staffing;
Differing labor regulations;
Differing protection of intellectual property;
Unexpected changes in regulatory requirements; and
Geopolitical turmoil, including terrorism and war.
Astro-Med’sOur profitability is dependent upon our ability to obtain adequate pricing for our products and to control our cost structure.
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
downsizingreducing our
employee base, exiting certain businesses,laborratio, improving process and system efficiencies and outsourcing
somecertain 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
Our 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 our proprietary technologies or design technologies around the intellectual property protections or licenses that we currently own. 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.
We have 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 continued reduced demand for our products if theCOVID-19
pandemic is further prolonged, could have an impact on the value of inventory and adversely affect our business, operating results and financial condition. We could incur liabilities as a result of installed product failures due to design or manufacturing defects.
Astro-Med has
We have 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
internally 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
throughsubjected to the same level of product development, testing and quality control processes
used by us,we employ, and may have
knownunknown or undetected
errors.defects. Some types of
errorsdefects may not be detected until the product is installed in a user environment. This may cause
Astro-Medus to incur significant warranty,
and repair or
re-engineering costs, may
costs. As such, it could also divert the attention of engineering personnel from product development efforts
andwhich may
cause significant customer relations problems such as reputational problems with customers resultingresult in increased costs and lower profitability.
Astro-Med
We could experience
disruptionsa significant disruption in or
security 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
We employ 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
proprietary or confidential information
regarding our customers, employees, suppliers and
to manage or support a variety of business processesothers including personally identifiable information, credit card data, and
activities. We also collect and store certain data, including proprietary business information, and may have access toother confidential
or personal information that is subject to privacy and security laws, regulations and customer-imposed controls.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 attackscyber-attacks or security
breaches andbreaches. 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.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’sour brand and reputation, which could adversely affect our business, operating results and financial condition.
Astro-Med
We could experience disruptions 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
pandemic, we have and will continue to experience delays and increased costs as a result of factors such as limitedon-site
availability of Company personnel and outside consultants due to travel restrictions and remote work conditions. The significant disruption in the implementation and transition to the new ERP system as a result of theCOVID-19
pandemic could delay or otherwise negatively impact our ability to obtain the benefits that the new ERP system is intended to provide. Additionally, while we have taken steps to ensure that we prevent adverse developments, any significant disruption or deficiency in the design, implementation and transition to the new ERP system could negatively impact our ability to: record and process orders,
manufacture and ship our products in a timely manner, and
process data and electronic communications among our business locations,
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. Although we have invested significant resources in planning and project management, significant unforeseen implementation issues may arise that could impact our normal business operations and have a material adverse impact on our operating results and cash flow.
We depend 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, as well as challenges with respect to the management of human capital resources could compromise our future success and our business could be harmed.
Our future success depends upon our ability to attract and retain, through competitive compensation and benefits programs, professional and executive employees, including sales, operating, marketing, and financial management personnel as well as our ability to manage human capital resources. There is substantial competition for skilled personnel, and the failure to attract, develop, retain and motivate qualified personnel could negatively impact our business, financial condition, results of operations and prospects. In order to hire new personnel or retain or replace our key personnel, we must maintain competitive compensation and benefits and we may also be required to increase compensation, which would decrease net income. Additionally, several key employees have special knowledge of customers, supplier relationships, business processes, manufacturing operations, and financial management issues. The loss of any of these employees as the result of competitive compensation pressures or ineffective management of human capital resources could harm our ability to perform efficiently and effectively until their knowledge and skills are replaced, which might be difficult to do quickly, and as a result could have a material adverse effect on 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. 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 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 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.
Financial and Economic Risks:
Economic, political and other risks associated with international sales and operations could adversely affect our results of operations and financial position.
Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. Revenue from international operations, which includes both direct and indirect sales to customers outside the U.S., accounted for approximately 40% of our total revenue for fiscal year 2021, 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:
Interruption to transportation flows for delivery of parts to us and finished goods to our customers;
Customer and vendor financial stability;
Fluctuations in foreign currency exchange rates;
Changes in a specific country’s or region’s environment including political, economic, monetary, regulatory or other conditions;
Trade protection measures and import or export licensing requirements;
Negative consequences from changes in tax laws;
Difficulty in managing and overseeing operations that are distant and remote from corporate headquarters;
Difficulty in obtaining and maintaining adequate staffing;
Differing labor regulations;
Differing protection of intellectual property;
Unexpected changes in regulatory requirements;
Uncertainty surrounding the implementation and effects of the United Kingdom’s withdrawal from the EU, commonly known as “Brexit”; and
Geopolitical turmoil, including terrorism, war and public health disruptions, such as that caused by the currentCOVID-19
pandemic. 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 revised the U.S. federal corporate income tax law and included 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 EconomicCo-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 different 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.
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.
If we are unable to successfully comply with our credit agreement with Bank of America or secure alternative financing, our business and financial condition could be materially adversely affected.
Our credit agreement with Bank of America requires us, among other things, to satisfy certain financial ratios on an ongoing basis, consisting of a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. We are also required to comply with other covenants and conditions, set forth in the credit agreement, including, among others, limitations on our and our subsidiaries’ ability to incur future indebtedness, to place liens on assets, to pay dividends or distributions on their capital stock, to repurchase or acquire their capital stock, to conduct mergers or acquisitions, to sell assets, to alter their capital structure, to make investments and loans, to change the nature of their business, and to prepay subordinated indebtedness, in each case subject to certain exceptions and thresholds as set forth in the credit agreement. If we were to violate the terms of the credit agreement and we were unable to renegotiate its terms at that time or secure alternative financing, it could have a material adverse impact on us.
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:
Incur future indebtedness;
Pay dividends or distributions on our and our subsidiaries’ capital stock;
Repurchase or acquire our capital stock;
Conduct mergers or acquisitions;
Alter our or our subsidiaries’ capital structure, to make investments and loans, to change the nature of their business, and to prepay subordinated indebtedness.
In addition, the agreement governing our credit facility permits us to elect to pay interest on our term loan and revolving line of credit based on LIBOR or an alternative rate as specified in the agreement. 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 has proposed the Secured Overnight Financing Rate (“SOFR”) as the preferred alternative to U.S. Dollar LIBOR(“USD-LIBOR”).
Additionally, it is uncertain if applicable tenors of LIBOR will cease to exist after calendar year 2021, or whether additional reforms to LIBOR may be enacted, or whether alternative reference rates will gain market acceptance as a replacement for LIBOR. At this time, it is not possible to predict whether SOFR will attain market traction as a LIBOR replacement. Our credit facility provides for the transition to a SOFR-based alternative benchmark at such time that LIBOR rates are no longer available. We will continue to monitor the situation and address the potential reference rate changes in future debt obligations that we may incur. Accordingly, the potential effect of thephase-out
or replacement of LIBOR on our cost of capital cannot yet be determined. Further, the use of an alternative base rate or a benchmark replacement rate as a basis for calculating interest with respect to any outstanding variable rate indebtedness could lead to an increase in the interest we pay and a corresponding increase in our costs of capital. We 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 our overall business.
We have made strategic investments in other companies, products and technologies. We will 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:
We will successfully integrate the operations of the acquired business with our own;
All the benefits expected from such integration will be realized;
Management’s attention will not be diverted or divided, to the detriment of current operations;
Amortization of acquired intangible assets or possible impairment of acquired intangibles will not have a negative impact on operating results or other aspects of our business;
Delays or unexpected costs related to the acquisition will not have a detrimental impact on our business, operating results and financial condition;
Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse impact on our reputation; and
Respective operations, management and personnel will be compatible.
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:
Effectively transfer assets, liabilities, contracts, facilities and employees to the purchaser;
Identify and separate the intellectual property to be divested from the intellectual property that we wish to keep; and
Reduce fixed costs previously associated with the divested assets or business.
All of these efforts require varying levels of management resources, which may divert our attention from other business operations. Further, if market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions.
If we 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, our 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 2021, we had approximately $11.4 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
pandemic 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.
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. Legal and Regulatory Risks:
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.
We are subject to laws and regulations; failure to address or comply with these laws and regulations could harm our business and adversely affect our results of operations.
Our operations are subject to laws, rules, regulations, including environmental regulations, government policies and other 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
require certifications by regulatorsare subject to environmental, health and safety laws and regulations, which may result in substantial compliance costs or
standards organizations, and our failure to obtain or maintain such certifications could negatively impactotherwise adversely affect our business.
In certain industries
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 certain products, such as thosethe 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 aircraft, we must obtain certifications for our products by regulators or standards organizations. If we failand manufacturing operations, and have generated and continue to obtain required certifications for our products, or if we fail to maintain such certifications on our products after theygenerate wastes, which have been certified,or may be deemed to be hazardous or dangerous. As such, our business financial condition, resultsis 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
cash flows could be materiallyrequire capital costs and
adversely affected.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 innon-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 Companywe or any of
itsour 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
Unauthorized access to personal data could give rise to liabilities as a result of our operationsgovernmental regulation, conflicting legal requirements or differing views of personal privacy rights and products arecompliance with laws designed to prevent unauthorized access of personal data could be costly.
We collect and store certain data, including proprietary business information, and may have access to confidential or personal information that is subject to
environmental, healthprivacy and
safetysecurity laws,
regulations and
regulations, which maycustomer-imposed controls. Security breaches or other unauthorized access to, or the use or transmission of, personal user information could result in
substantial compliance costs or otherwise adversely affect our business.Our operationsa variety of claims against us, including privacy-related claims. There are subject to numerous federal, state, local, and foreigninternational 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 protectionthe residents 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 deemedjurisdictions 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. Thesephysically stored within those jurisdictions. In many cases, these laws and regulations affect ongoing operationsapply not only to transfers between unrelated third parties but also to transfers between us and require capitalour 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
operating expenditures in order to achieve and maintain compliance.Adverse conditions in the global banking industry and credit marketsways they may adversely impact the valueconduct of our investments or impair our liquidity.
At the endbusiness, we believe that we materially comply with applicable laws and industry codes of fiscal 2016,conduct relating to privacy and
data protection. There is no assurance that 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 inabilitywill not be subject to
access assets such as money market fundsclaims 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 consistsviolated applicable laws or codes 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 assuranceconduct, that we will be able to identify suitable acquisition opportunities. In any acquisitionsuccessfully defend against such claims or that we complete we cannot be certain that:
We will successfully integrate the operations of the acquired business with our own;
All the benefits expected from such integration will be realized;
Management’s attention will not be divertedsubject to significant fines and penalties in the event we are found not to be in compliance with such laws or divided,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 detriment of current operations;
Amortization of acquired intangible assets or possible impairment of acquired intangibles will not have a negative effect on operating results or other aspects of our business;
Delays or unexpected costs related to the acquisition will not have a detrimental effect on our business, operating results and financial condition;
Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse effect on our reputation; and
Respective operations, management and personnel will be compatible.
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. Althoughevent, our reputation may be harmed, we will endeavorcould lose current and potential users and the competitive positions of our various brands could be diminished, any or all of which could adversely affect our business, financial condition and results of operations.
Changes in accounting standards and subjective assumptions, estimates, and judgments by management related to evaluate the risks inherent incomplex 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
particular acquisition, there can be no assurancewide range of matters that
we will properly ascertain or assess such risks.Astro-Med may also divest certain businesses from timeare relevant to time. Divestitures will likely involve risks,our business, such as difficulty splitting up businesses, distracting employees, potential loss of revenue recognition, asset impairment and negatively impacting margins,fair value determinations, inventories, business combinations and potentially disrupting customer relationships. A successful divestiture depends on various factors, including our ability to:
Effectively transfer assets, liabilities, contracts, facilitiesintangible asset valuations, leases, and employees to the purchaser;
Identifylitigation, are highly complex and separate the intellectual property to be divested from the intellectual property that we wish to keep;involve many subjective assumptions, estimates and
Reduce fixed costs previously associated with the divested assets judgments. Changes in these rules or business.
All of these efforts require varying levels of management resources, which may divert our attention from other business operations. Further, if market conditionstheir interpretation or other factors lead us tochanges in underlying assumptions, estimates, or judgments could significantly change our strategic direction, we may not realize thereported or expected value from such transactions.
If Astro-Med is not able to successfully integratefinancial performance 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.
condition.
Item 1B.
Unresolved Staff CommentsThe following table sets forth information regarding
the Company’sour principal owned
properties, allproperty. This property is subject to a security agreement and a mortgage in favor of
which are included in the
consolidated balance sheet appearing elsewhere in this annual report.lender under our credit facility. | | | | | | |
| | | | | |
West Warwick, Rhode Island, USAUnited States | | | 135,500 | | | Corporate headquarters, research and development, manufacturing, sales and service |
Slough, England | | | 1,700 | | | Sales and service |
Astro-Med
We also
leaseslease facilities in various other locations. The following information pertains to each location:
| | | | | | |
| | | | | |
Rodgau,
| | | 8,30018,630 | | | Manufacturing, sales and service |
| | | 4,800 | | | R&D, sales and service |
| | | 4,500 | | | Manufacturing, sales and service |
| | | 4,150 | | | Sales and service |
Schaumburg, Illinois, USAUnited States | | | 6303,428 | | | Sales) |
Irvine, California, United States | | | 3,100 | | | Sales |
Wilmington, Delaware, USA
Shah Alam, Selangor, Malaysia | | | 5002,067 | | | Sales |
El Dorado Hills, California, USA
| | | 2751,021 | | | Sales and service |
| | | 461 | | | Sales |
Newport Beach, California, USA
| | | 150 | | | Sales |
Monterrey, Mexico
| | | 10097 | | | Sales |
We believe our facilities are well maintained, in good operating condition and generally adequate to meet our needs for the foreseeable future.
We 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
| Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Astro-Med’s
Our 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: | | | | | | | | | | | | |
| | | High | | | Low | | | Dividends
Per Share | |
2016 | | | | | | | | | | | | |
First Quarter | | $ | 15.15 | | | $ | 12.43 | | | $ | 0.07 | |
Second Quarter | | $ | 15.20 | | | $ | 13.66 | | | $ | 0.07 | |
Third Quarter | | $ | 14.25 | | | $ | 12.00 | | | $ | 0.07 | |
Fourth Quarter | | $ | 15.94 | | | $ | 12.68 | | | $ | 0.07 | |
2015 | | | | | | | | | | | | |
First Quarter | | $ | 14.40 | | | $ | 11.25 | | | $ | 0.07 | |
Second Quarter | | $ | 14.53 | | | $ | 12.36 | | | $ | 0.07 | |
Third Quarter | | $ | 14.11 | | | $ | 12.02 | | | $ | 0.07 | |
Fourth Quarter | | $ | 16.50 | | | $ | 13.11 | | | $ | 0.07 | |
Astro-Med
We had approximately
282270 shareholders of record as of
March 24, 2016,April 9, 2021, which does not reflect shareholders with beneficial ownership in shares held in nominee name.
Stock Performance Graph
The graph below shows a comparison of the cumulative total return on the Company’s common stock against the cumulative total returns for the NASDAQ Composite Index and the NASDAQ Electronic Components Index for the period of five fiscal years ended January 31, 2016. The NASDAQ Total Return Composite Index is calculated using all companies trading on the NASDAQ Global Select, NASDAQ Global Market and the NASDAQ Capital Markets. The Index is weighted by the current shares outstanding and assumes dividends are reinvested. The NASDAQ Electronic Components Index, designated as the Company’s peer group index, is comprised of companies classified as electronic equipment manufacturers.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Astro-Med, Inc., the NASDAQ Composite Index
and the NASDAQ Electronic Components Index
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Cumulative Total Returns* | |
| | | FY2011 | | | FY2012 | | | FY2013 | | | FY2014 | | | FY2015 | | | FY2016 | |
Astro-Med, Inc. | | $ | 100.00 | | | $ | 106.42 | | | $ | 137.63 | | | $ | 192.62 | | | $ | 215.03 | | | $ | 230.23 | |
NASDAQ Composite | | $ | 100.00 | | | $ | 105.49 | | | $ | 119.12 | | | $ | 158.83 | | | $ | 179.91 | | | $ | 179.03 | |
NASDAQ Electronic Components | | $ | 100.00 | | | $ | 99.86 | | | $ | 93.05 | | | $ | 122.63 | | | $ | 158.22 | | | $ | 152.69 | |
* | $100 invested on 1/31/11 in stock or index, including reinvestment of dividends. |
Fiscal | year ending January 31. |
Dividend Policy
Astro-Med began a program of paying quarterly cash dividends in fiscal 1992 and has paid a dividend for 98 consecutive quarters. During fiscal 2016 and 2015, we paid a dividend of $0.07 per share in each quarter and anticipate that we will continue to pay comparable cash dividends on a quarterly basis.
Stock Repurchases
Pursuant to an authorization approved by Astro-Med’s Board of Directors in August 2011, the Company is currently authorized to repurchase up to 390,000 shares of common stock. This is an ongoing authorization without any expiration date.
During the fourth quarter of fiscal
2016, the Company2021, we made the following repurchases of
itsour common stock:
| | | | | | | | | | | | | | | | |
| | | Total Number
of Shares
Repurchased | | | Average
Price paid
Per Share | | | Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs | | | Maximum Number
of Shares That
May Be
Purchased
Under The Plans
or Programs | |
November 1—November 28 | | | — | | | | — | | | | — | | | | 390,000 | |
November 29—December 26 | | | — | | | | — | | | | — | | | | 390,000 | |
December 27—January 31 | | | 25,886 | (a) | | $ | 14.03 | (a) | | | — | | | | 390,000 | |
(a) | During January 2016, employees of the Company delivered 25,886 shares of the Company’s common stock to satisfy the exercise price for 35,938 stock options exercised. The shares delivered were valued at an average market value of $14.03 per share and are included with treasury stock in the consolidated balance sheet. This transaction did not impact the number of shares authorized for repurchase under the Company’s current repurchase program. |
| | | | | | | | | | | | | | | | |
| | | Total Number
of Shares
Repurchased | | | Average
Price paid
Per Share ($) | | | Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs | | | Maximum Number
of Shares That
May Be Purchased
Under the Plans
or Programs | |
| | | — | | | | — | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | |
| | | 1,870 | (a) | | | 10.53 | (a) | | | — | | | | — | |
(a) An executive of the company delivered 1,870 shares of our common stock toward the satisfaction of taxes due in connection with the vesting of restricted shares. The shares delivered were valued at a market value of $10.53 per share and are included with treasury stock in the consolidated balance sheet.
Selected Financial Data
We are a “smaller reporting company” and, as such, are not required to provide this information.
Historical Financial Summary
| | | | | | | | | | | | | | | | | | | | |
(In thousands, except per share data) | | For the Fiscal Years Ended January 31, | |
| | | | | | | | | | | | | | | | |
| | $ | 116,033 | | | $ | 133,446 | | | $ | 136,657 | | | $ | 113,401 | | | $ | 98,448 | |
| | | 41,360 | | | | 48,758 | | | | 53,999 | | | | 44,002 | | | | 39,489 | |
| | | 2,433 | | | | 2,433 | | | | 8,720 | | | | 5,412 | | | | 6,281 | |
| | | 2,179 | | | | 1,370 | | | | 7,308 | | | | 5,157 | | | | 6,605 | |
| | $ | 1,284 | | | $ | 1,759 | | | $ | 5,730 | | | $ | 3,286 | | | $ | 4,228 | |
| | | | | | | | | | | | | | | | | | | | |
Net Income per Common Share—Basic | | $ | 0.18 | | | $ | 0.25 | | | $ | 0.83 | | | $ | 0.48 | | | $ | 0.57 | |
| | | | | | | | | | | | | | | | | | | | |
Net income per Common Share—Diluted | | $ | 0.18 | | | $ | 0.24 | | | $ | 0.81 | | | $ | 0.47 | | | $ | 0.56 | |
| | | | | | | | | | | | | | | | | | | | |
Dividends Declared per Common Share | | $ | 0.07 | | | $ | 0.28 | | | $ | 0.28 | | | $ | 0.28 | | | $ | 0.28 | |
| | | | | | | | | | | | | | | | | | | | |
| |
| | | |
| | | | | | | | | | | | | | | | |
Cash and Marketable Securities | | $ | 11,439 | | | $ | 4,249 | | | $ | 7,534 | | | $ | 11,688 | | | $ | 24,821 | |
| | | 60,721 | | | | 60,151 | | | | 62,608 | | | | 62,948 | | | | 61,423 | |
| | | 115,473 | | | | 116,664 | | | | 118,983 | | | | 122,313 | | | | 83,665 | |
Revolving Credit Facility | | | — | | | | 6,500 | | | | 1,500 | | | | — | | | | — | |
| | | 20,968 | | | | 26,767 | | | | 24,665 | | | | 25,912 | | | | 11,985 | |
Debt, including short term portion | | | 12,576 | | | | 13,034 | | | | 18,242 | | | | 23,372 | | | | — | |
| | $ | 74,683 | | | $ | 71,375 | | | $ | 69,775 | | | $ | 63,647 | | | $ | 70,537 | |
s Discussion and Analysis of Financial Condition and Results of Operations
We are a multi-national enterprise that leverages its proprietary data visualization technologies to design, develop, manufacture, distribute and service a broad range of products that acquire, store, analyze and present data in multiple formats.
The Company organizes itsWe organize our structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution.
It marketsWe market and
sells itssell our products and services through the following two
sales product groups:segments: Product
Group–Identification (“PI”) – offers
product identificationcolor and
monochromatic digital label
printer hardware,printers, over-printers and custom OEM printers. PI also provides software
servicing contracts,to design, manage and
consumable products.print labeling and packaging images locally and across networked printing systems, as well as all related printing supplies such as pressure sensitive labels, tags, inks, toners and thermal transfer ribbons used by digital printers. PI also provideson-site
and remote service, spare parts and various service contracts.Test and Measurement Product Group (T&M)(“T&M”) – offers a suite of products and services that acquire and record visual and electronic signal data from local and networked data streamstreams and sensors as well as wired and wireless networks. The recorded data is processed and analyzed and then stored and presented in various visual output formats. The T&M segment also includes a line of aerospace printers that are used to print hard copies of data required for the safe and efficient operation of aircraft, including navigation maps, clearances, arrival and departure procedures, flight itineraries, weather maps, performance data, passenger data, and various air traffic control data. Aerospace products also include Ethernet switches which are used in military aircraft networking systems for high-speed onboard data transfer. T&M also provides repairs, service and military vehicles to connect multiple computers or Ethernet devices.spare parts.
Astro-Med markets
We market and sells itssell our products and services globally through a diverse distribution structure of direct sales personnel, manufacturers’ representatives and authorized dealers that deliver a full complement of branded products and services to customers in our respective markets. Our growth strategy centers on organic growth through product innovation made possible by research and development initiatives, as well as strategic acquisitions that fit into or complement existing core businesses. ResearchIn fiscal 2021, 2020 and 2019, revenue from customers in various geographic areas outside the United States, primarily in Western Europe, Canada and Asia, amounted to $45.1 million, $49.8 million and $53.0 million, respectively.
We maintain an active program of product research and development. During fiscal 2021, 2020 and 2019, we spent $6.2 million, $8.1 million and $7.8 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 2021 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 completed
In fiscal 2018, we entered into an Asset Purchase and License Agreement (“Honeywell Agreement”) with Honeywell International, Inc. (“Honeywell”) pursuant to which, we acquired the asset purchaseexclusive perpetual world-wide license to manufacture Honeywell’s narrow format flight deck printers for the Boeing 737 and Airbus 320 aircraft.
Our business has been materially adversely affected by the globalCOVID-19
pandemic, and will likely continue to be negatively impacted until the vaccine availability and inoculation rates reach the point where public health authorities conclude that the quarantines, travel restrictions, business closures, cancellations of public gatherings and other similar measures are no longer necessary. We operate in several regions of the
aerospace printer product lineworld, with the largest concentration of team members in North America and Europe, and a small presence in Asia. Due to theCOVID-19
pandemic, we and many other businesses and organizations with which we do business directly or which otherwise impact us have taken and are continuing to take steps to avoid or reduce infection, including limiting business travel and working from
RITEC. Astro-Med’s aerospace printer product line is parthome as advised by the public health authorities. These measures have been and continue to be disrupting normal business operations both inside and outside of affected areas and have had significant negative impacts on our business, the businesses of our suppliers and customers, and on businesses and financial markets worldwide. Since theCOVID-19
pandemic began to impact us in early March 2020, we have closely monitored the government and health authority recommendations applicable to us and have made modifications to our operations based on that guidance and on our growing experience and knowledge of the
T&M product groupsituation. We responded by reducing our staffing levels and
is reported as partreducing other costs. In response to the pandemic, we have established new procedures to monitor government recommendations and regulations and made good faith efforts to comply with both those regulations and the best practices recommendations issued by a variety of governmental health authorities and manufacturing industry organizations to which we belong. In addition, we have made significant modifications to our normal operations, including requiring mostnon-production
related team members to work remotely, for at least part-time. At this time, we expect that these measures will continue to remain in place for the near term, and we do not know when or if it will become practical to relax or eliminate them altogether. Since the start of the
T&M segment. The Company began shipmentpandemic, we have maintained most of manufacturing operational capacity at our facilities located in West Warwick, Rhode Island, as well as our manufacturing facilities in Canada and Germany. However, there have been periods when a number of team members were unable to keep work schedules due to the effect of the
RITEC productsCOVID-19
pandemic, resulting in reduced production capacity and longer order fulfillment lead times and as a result, reduced revenues. The extent to which COVID-19 impacts our manufacturing production in the
third quarterfuture will depend on future
COVID-19
developments, which are uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and any associated variants, the efficacy and distribution of vaccines, and the actions tocontain COVID-19 or
treat its impact, among others. We also do not yet know to what extent our operations will be impacted permanently by remote work, increased safety protocols and the other temporary adaptations undertaken during the pandemic.During theCOVID-19
pandemic, we have experienced some difficulties in obtaining raw materials and components for our products. We have been able to recover from these difficulties, but we have had to incur some additional costs in expedited and express shipping fees. These difficulties have impacted our efficiency and our ability to satisfy customer requirements, but we have been able to keep these impacts to a minimum. We are currently monitoring the world-wide delays in transit time, as freight carriers are now experiencing significant delays in overseas shipments. We are addressing these issues through long range planning and supplementing inventories as needed. We are also monitoring the extended lead times on active electronic components and utilizing several strategies, including blanket orders, vendor bonded inventories, and extended commitments to our supply base. Additionally, we have taken actions to maintain regular contact with our important vendors and have increased our forecasting horizon for our products to help us better manage our supply chain. Our strategies to counteract the impact of the
current fiscal year. Referpandemic have tended to
Note 2, “Acquisition,”increase the amount of inventory we have had to maintain, but because of the complexity of our supply chain it is impossible to isolate the exact impact. We will continue to monitor our supply chain. While it is not possible at this time to estimate the full scope of the impact thatCOVID-19
will have on our business, customers, suppliers or other business partners in the
audited consolidatedlong run, we expect that the lasting presence ofCOVID-19
will continue to adversely impact our operational capacity and the efficiency of our team members and will continue to negatively affect our results of operations and financial
statements included elsewhere in this report.On September 25, 2015,condition for the Company announced it would immediately begin doing businessnear term.
Product Identification Update
The globalCOVID-19
pandemic has also negatively impacted sales of our Product Identification hardware products primarily as
AstroNova on a
worldwide basis. The name change is partresult of the
planimpact of travel restrictions on our sales efforts, as most customers historically have preferredin-person
demonstrations of these printers at their production sites prior to
modernizeplacing orders with us and those visits have been severely limited. Additionally, the
Companywidespread cancellation of trade shows, which traditionally provided an effective forum for customers to consider our products, has also had an adverse impact on traditional methods of sales lead generation. However, we believe we have been able to ameliorate these negative impacts by placing a greater reliance on various forms of digital advertising and
effectively communicateinternet-based marketing techniques, including remote video demonstrations and support, which has proven effective in obtaining sales. Despite favorable market reception to our
strategy. The AstroNova namerecently refreshed and
brand emphasizesexpanded product lines, the degree to which we will be able to maintain or grow the level of hardware revenues through the changes we have made to our
traditional strengthsstrategies remains unclear. When theCOVID-19
pandemic abates, and it is possible again for our direct sales force and distributors to travel to visit customers and attend and present products at trade shows (if they are even offered) it is likely that some reversion to those historical sales methods will occur, but some of theCOVID-19
induced adaptations are also likely to become permanent. We do not know how that mix of sales strategies will evolve and how they will impact the results of operations for this segment. Despite the pandemic, underlying overall demand remained strong through this period and in
aerospacegeneral, we believe that the diversified nature of our end markets and
acknowledgesthe relative concentration of business in consumernon-durable
market related applications impart a greater degree of near- and longer-term stability to our
expanding presence in Product Identification segment. Test & Measurement Update
Our sales of flight deck printers for Boeing 737 aircraft have been severely impacted by the chain of events that occurred after two 737 MAX aircraft crashed. 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 737
MAX aircraft produced per month from 52 to 42, and in January 2020, Boeing ceased production of the 737 MAX completely. On May 27, 2020, in anticipation of an eventual certification, Boeing announced that it wouldre-start
production at low initial rates and gradually increase production in the future. On August 3, 2020, the United States Federal Aviation Administration (the “FAA”) issued a notice of proposed rulemaking for a Boeing 737 MAX airworthiness directive, and on November 18, 2020 the FAA certified the model for return to service in the United States. On January 27, 2021, the European Union Aviation Safety Agency (EASA) approved the return to service of the Boeing 737 MAX in Europe. The exact timing ofre-certification
by other worldwide civil aviation authorities is unknown but we expect that most will permit a return to service later in 2021. Before any individual 737 MAX aircraft can return to commercial service, all civilian aviation authority agency certification requirements relevant to each carrier must be met. As these requirements vary, and can be quite extensive, the exact timing of the recertification and return to service of the 737 MAX fleet in each geographical area is unclear at this time and will depend on the ability of Boeing and each airline to complete the required steps. Aircraft manufacturing rather than aircraft deliveries drives demand for our airborne printer products. We have experienced very low levels of 737 MAX new printer orders and shipments since the production halt, as Boeing is now producing a small number of new aircraft per month. The majority of our future 737 MAX printer sales volume will be tied to the pace of Boeing’s manufacturing dates and delivery schedules, and the recovery is expected to be prolonged. We believe that Boeing has already installed our printers in most of the airplanes that it has completed and that require our printers to be installed prior to delivery. Further, due to theCOVID-19
pandemic, global air travel demand precipitously declined, and the number of flights scheduled by airlines declined sharply. As a result, order demand from airlines for new deliveries of most aircraft models has declined. The demand for air travel and the demand for new airplanes from the airlines is expected to remain lower for an unknown period due to the unpredictable course of the pandemic and the perceived infection risk of air travel. Aircraft manufacturers have reduced their projected production rates across most or all of their product
identificationlines. As theCOVID-19
pandemic impact on the air travel industry continues, the financial health of the airlines and
other new areas whereairframe manufacturers may become further stressed, and the ultimate impact on the structure of the industry and the individual companies that comprise it is unknown. Because we
can applyare the primary source for aircraft cabin printers to the airframe manufacturers for a majority of aircraft models produced in the world, the longer-term demand for our
data visualization technology. Astro-Med’s aerospace products
is defined less by the impact ofCOVID-19
on particular airlines within the industry than the health of the industry as a whole. Although we do not know what the timing and
Test & Measurement businessrate of recovery will
adoptbe, we do expect that the
AstroNova brand. QuickLabelindustry, and hence the demand for our products, will continue to
gorecover slowly after effective vaccines and treatments forCOVID-19
become both widely available and accepted, and as demand for air travel recovers. Demand for aerospace spare products, paper, parts and repairs has also been significantly impacted by the decline in air travel, as requirements for these products and services are based primarily upon aircraft usage. Although we have experienced modest increases in demand for spare products, paper, parts and repairs as flight hours have increased since the second quarter of fiscal 2021, it is unknown whether this will continue or increase, or at what pace.
The decline in demand for our aerospace products has had a material adverse impact on our revenues and results of operations, which we expect will continue until demand recovers.
While we have reduced and plan to
continue to reduce our costs as much as we are prudently able to, our strategy and operational plans are to maintain sufficient capabilities and staffing to fully support our customers and meet the stringent quality requirements the market
underrequires, and to be able to rapidly increase production as demand returns, the
QuickLabel brand.decline in revenue has adversely impacted our profitability.
Fiscal 2021 compared to Fiscal 2020
The following table presents the
net salesrevenue of each of
the Company’sour segments, as well as the percentage of total
salesrevenue and change from
the prior year.
| | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | 2016 | | | 2015 | |
| | | Net
Sales | | | As a % of
Total Net Sales | | | % Change
Over Prior Year | | | Net
Sales | | | As a % of
Total Net Sales | |
QuickLabel | | $ | 67,127 | | | | 70.9 | % | | | 12.3 | % | | $ | 59,779 | | | | 67.7 | % |
T&M | | | 27,531 | | | | 29.1 | % | | | (3.6 | )% | | | 28,568 | | | | 32.3 | % |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 94,658 | | | | 100.0 | % | | | 7.1 | % | | $ | 88,347 | | | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | |
Fiscal 2016
| | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | | | | | |
| | | | | | | | | | | | | | | | |
| | $ | 90,268 | | | | 77.8 | % | | | 2.4 | % | | $ | 88,116 | | | | 66.0 | % |
| | | 25,765 | | | | 22.2 | % | | | (43.2 | )% | | | 45,330 | | | | 34.0 | % |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 116,033 | | | | 100.0 | % | | | (13.0 | )% | | $ | 133,446 | | | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | |
Net revenue in fiscal 2021 was $116.0 million, a 13.0% decrease compared to
Fiscal 2015Astro-Med’s net sales inrevenue of $133.4 million for fiscal 2016 were $94,658,000,2020. Current year revenue through domestic channels was $70.9 million, a 7.1% increase asdecline of 15.3% from prior year domestic revenue of $83.7 million. International revenue of $45.1 million for fiscal 2021 decreased 9.4% 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$49.8 million. Fiscal 2021 international revenue reflects a 1.9% decrease as compared to prior year sales of $26,853,000. The current year’s international sales include an unfavorablefavorable foreign exchange rate impact of $3,022,000.
Hardware sales$0.8 million, compared to an unfavorable impact of $1.4 million in fiscal 2016 were $34,824,000,2020. International revenue declined primarily due to lower international sales of aerospace printers in Europe.
Hardware revenue in fiscal 2021 was $34.1 million, a
10.0%$14.8 million, or 30.3%, decrease compared to
prior year’s salesfiscal 2020 hardware revenue of
$38,685,000. Hardware sales$49.0 million. The current year decrease in
both the T&M and QuickLabel segments contributed to the lower volume of hardware
shipments. Current year T&M hardware sales decreased 8.9% as compared to the prior year attributablerevenue is primarily due 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 delayrevenue in the
release of a new product. QuickLabel hardwareT&M segment resulting from lower aerospace printer product lines sales
declined 11.9% as compared to 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 acquisition product line, as well as an increase in salesthe effects of the
Kiaro! series printersBoeing 737 MAX grounding and the impact of the sharp decline in
the QuickLabel product group.Consumable sales in fiscal 2016 were $51,764,000, representing an 18.8% increase as comparedair travel due 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 QuickLabel segment. The increase in consumable product sales
COVID-19.
T&M hardware revenue for the current year
for QuickLabel’s Kiaro! related productswas also
madeimpacted by a
contributiondecline in sales of data recorders. Also contributing to the overall
increasedecline in
consumable saleshardware revenue for the current
year was a more modest the decline in sales in the PI segment of certain QuickLabel model printers which was entirely offset by sales related to printers in the TrojanLabel product group. Revenue from supplies in fiscal 2021 was $71.8 million, which was consistent with the fiscal 2020 supplies revenue. The PI segment recognized an increase in current year supply revenue primarily due to increased demand for Trojan Label product supplies due to increased market penetration of these printers, offset somewhat by lower sales of QuickLabel supplies compared to a very strong prior year.
This increase was offset to a large extent by a decline in sales supplies for the aerospace product group due to the declines in commercial aircraft flight hours within the T&M segment.
Service and other
sales revenue in fiscal
2016 were $8,070,000,2021 was $10.1 million, a
32.4% increase19.8% decrease compared to
prior yearfiscal 2020 service and other revenue of
$6,094,000$12.6 million. The current year decrease is due primarily to declines in repair and
was primarily due to increases in repairs and partspart revenue related to the
aerospace printer product line in the T&M
suitesegment as the result of
products.The Company achieveddeclines in commercial aircraft flight hours.
Gross profit was $41.4 million for fiscal 2021, reflecting a 15.2% decline compared to fiscal 2020 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 Company’s$48.8 million. Our gross profit margin of
40.3%35.6% in
the current yearfiscal 2021 reflects a decrease
from the prior year’scompared to fiscal 2020 gross profit margin of
41.9%36.5%. 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 decreaseadverse effects of the decline in
gross margin percentage is due torevenue in the aerospace printer product line and related product mix,
higherwhich were slightly offset by the favorable impact of reductions on our manufacturing
costs and
lower factory absorption.period costs.
Operating expenses for the current year were $32,224,000,$38.9 million, representing an 8.3% increasea 16.0% decrease from the prior year’s operating expenses of $29,746,000.$46.3 million. Specifically, selling and marketing expenses of $23.3 million in fiscal 2021 decreased 13.3% from the prior year amount of $26.9 million. The decrease in selling and marketing expenses for the current year is primarily due to decreased travel and entertainment, advertising trade shows and commission expenses. Selling and marketing expenses remained relatively flat from priorrepresent 20.1% of net revenue for both fiscal 2021 and
2020. Current year
at$18,249,000 in fiscal 2016, representing 19.3% of sales, compared to $18,289,000 or 20.7% of sales in the prior year. However, general and administrative (G&A)(“G&A”) expenses increasedof $9.4 million decreased by 24.3%17.1% from the prior year amount of $11.4 million, primarily as a result of decreased IT costs, a decline in employee fees and lower travel and entertainment expenses due to $7,030,000the impact of
COVID-19.
G&A expenses represented 8.1% of net revenue for fiscal 2021, compared to 8.5% in fiscal
20162020. The decline in G&A expenses in the current year is partially offset by an increase in expenses for outside services fees. Research & development (“R&D”) costs in fiscal 2021 of $6.2 million decreased 23.2% from $8.1 million in fiscal 2020, primarily due to
an increasea decrease in
stock-based compensation expense, as well as professional fees related to both the Company’s name changewages, benefits and
branding initiative as well as the costs associated with the acquisition of the RITEC business. Research & development (R&D) in fiscal 2016 has increased 19.7% to $6,945,000. The increase in R&D for fiscal 2016 is primarily due to an increase in outside
service costs related to the development of new products as well as RITEC transitional R&D costs.services. The R&D spending level for fiscal
20162021 represents
7.3%5.3% of net
sales, an increase asrevenue, a decrease compared to
the prior
year’syear level of
6.6%6.1%.
Other income in fiscal 2016 was $975,000 compared to other expense of $299,000 in the prior year. In addition to interest income, the current year other income includes $248,000 of income recognized from a settlement in an escrow account related to our 2014 acquisition of the aerospace printer line from the Miltope Corporation.
Other expense in fiscal 2015 included2021 was $0.3 million compared to $1.1 million in fiscal 2020. Current year other expense includes $1.0 million of interest expense on debt and revolving line of credit, offset by a $251,000 write downnet foreign exchange gain of $0.6 million and other income of $0.1 million. Other expense in fiscal 2020 includes interest expense on the dispositiondebt of inventory related$0.7 million and a foreign exchange loss of $0.5 million, which were partially offset by investment and other income of $0.1 million.
Net income for fiscal 2021 was $1.3 million, or $0.18 per diluted share, a decrease compared to
the conclusion and settlement of the transition services agreement entered into$1.8 million, or $0.24 per diluted share in
connection with the 2013 sale of our Grass Technologies Product Group.fiscal 2020. During fiscal 2016 the Company2021 we recognized a $2,384,000$0.9 million income tax expense, and had anor a 41.1% 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 comparescompared to an income tax expensebenefit of $2,270,000 in fiscal 2015 and related effective tax rate of 32.7%. The$0.4 million, or a 28.4% negative effective tax rate for fiscal 2015 was2020. The increase in the effective tax rate in 2021 from 2020 is primarily impacted by the domestic production deduction, research and development credits and foreign tax credits.
Net income for fiscal 2016 was $4,525,000, providing a return of 4.8% 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 to the Company’s rebranding initiatives; (b) an after-tax expensechange in mix of $663,000, equalincome between relevant jurisdictions in which we are subject to $0.09 per diluted share, relatedincome taxes. Specific items increasing the fiscal 2021 effective tax rate include foreign rate differential, Denmark statutory audit adjustments, stock-based compensation, and Canada withholding taxes. This increase was offset by the foreign derived intangible income deduction, the release of a valuation allowance in China, and R&D tax credits expected to non-recurring costs associatedbe utilized.
Fiscal 2020 compared to Fiscal 2019
For a comparison of our results of operations for the fiscal years ended January 31, 2020 and January 31, 2019, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form10-K
for the fiscal year ended January 31, 2020, 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 $0.02 per diluted share related to a write down of inventory in connection with the sale of our former Grass Technologies Product Group.April 10, 2020.
Segment Analysis
Astro-Med reports
We report two segments consistent with
its salesour product
revenue groups:
QuickLabelPI and
Test & Measurement (T&M).T&M. Segment performance is evaluated based on the operating segment’s profit
(loss) before corporate and financial administration expenses.
The following table summarizes selected financial information by segment.
| | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | Net Sales | | | Segment Operating Profit | | | Segment Operating Profit as
a % of Net Sales | |
| | | 2016 | | | 2015 | | | 2016 | | | 2015 | | | 2016 | | | 2015 | |
QuickLabel | | $ | 67,127 | | | $ | 59,779 | | | $ | 9,300 | | | $ | 7,259 | | | | 13.9 | % | | | 12.1 | % |
T&M | | | 27,531 | | | | 28,568 | | | | 3,664 | | | | 5,627 | | | | 13.3 | % | | | 19.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 94,658 | | | $ | 88,347 | | | | 12,964 | | | | 12,886 | | | | 13.7 | % | | | 14.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Expenses | | | | | | | | | | | 7,030 | | | | 5,655 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating Income | | | | | | | | | | | 5,934 | | | | 7,231 | | | | | | | | | |
Other Income (Expense), Net | | | | | | | | | | | 975 | | | | (299 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income Before Income Taxes | | | | | | | | | | | 6,909 | | | | 6,932 | | | | | | | | | |
Income Tax Provision | | | | | | | | | | | 2,384 | | | | 2,270 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Income | | | | | | | | | | $ | 4,525 | | | $ | 4,662 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
QuickLabel
Sales revenues
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | | | | Segment Operating Profit (Loss) | | | Segment Operating Profit
(Loss) as a % of Revenue | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 90,268 | | | $ | 88,116 | | | $ | 86,786 | | | $ | 12,885 | | | $ | 7,509 | | | $ | 7,910 | | | | 14.3 | % | | | 8.5 | % | | | 9.1 | % |
| | | 25,765 | | | | 45,330 | | | | 49,871 | | | | (1,032 | ) | | | 6,281 | | | | 11,933 | | | | (4.0 | )% | | | 13.9 | % | | | 23.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 116,033 | | | $ | 133,446 | | | $ | 136,657 | | | | 11,853 | | | | 13,790 | | | | 19,843 | | | | (10.2 | )% | | | 10.3 | % | | | 14.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 9,420 | | | | 11,357 | | | | 11,123 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 2,433 | | | | 2,433 | | | | 8,720 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | (254 | ) | | | (1,063 | ) | | | (1,412 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income Before Income Taxes | | | | | | | | | | | | | | | 2,179 | | | | 1,370 | | | | 7,308 | | | | | | | | | | | | | |
Income Tax Provision (Benefit) | | | | | | | | | | | | | | | 895 | | | | (389 | ) | | | 1,578 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | $ | 1,284 | | | $ | 1,759 | | | $ | 5,730 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue from the
QuickLabel product groupPI segment increased
12.3%2.4% in fiscal
20162021, with
salesrevenue of
$67,127,000$90.3 million compared to
salesrevenue of
$59,779,000$88.1 million in the prior year. The current
year’syear increase is primarily attributable to growth in demand for ink jet and media supplies for the Trojan Label product line and to a lesser degree, the increase in current year sales
reflected the continued growth fromof QuickLabel’s
consumable products line which posted a 19.5% growth rate over the prior year dueelectrophotographic printer supplies. Also contributing to the
strong demand for label and tag products as well as digital color printer ink supplies productsincrease in revenue for the
current year was an increase in hardware sales in the Trojan Label product group, including contributions from the launch of new
Kiaro! printers. QuickLabel’sproducts such as theT3-OPX
label press. PI current
year’syear segment operating profit was
$9,300,000, reflecting$12.9 million with a profit margin of
13.9%14.3%,
a 28.1% increase fromcompared to the prior
year’syear segment
operating profit of
$7,259,000$7.5 million and related profit margin of
12.1%8.5%. The increase in
QuickLabel’s current year segment operating profit and
related margin is
primarily due to
higher salesincreased revenue and
product mix.lower operating and period costs.
Test & Measurement
Sales revenues
Revenue from the T&M product group
were $27,531,000was $25.8 million for fiscal
2016,2021, a
3.6%43.2% decrease
as compared to
salesrevenue of
$28,568,000$45.3 million in the prior year. The decrease
in revenue for the current year is primarily attributable to the decline in
sales ofthe aerospace
printersprinter product lines impacted by the Boeing 737 MAX grounding and the dramatic drop in air travel due to
certain aerospace customers deferring shipments to later dates. However, sales growththe impact ofCOVID-19.
To a lesser degree, the decrease in the
current year revenue was also impacted by the declines in certain T&M’s data acquisition
product line,hardware sales, as well as
increasesa decline in
partssupplies, service and
repairsother revenue
duringin the
aerospace product lines, due toCovid-19
induced declines in commercial airline flights. T&M current year
slightly tempered the lower sales volume. T&M’s segment operating
profit for the current fiscal yearloss was
$3,664,000 which resulted$1.0 million resulting in a
13.3%negative 4.0% profit margin
as compared to the
prior year’syear segment operating profit of $5,627,000$6.3 million and related operating margin of 19.7%13.9%. Despite lower manufacturing and period costs, the segment operating loss and related margin for the current year is primarily due to the decline in current year revenue.
Liquidity and Capital Resources
Historically, our primary sources of short-term liquidity have been cash generated from operating activities and borrowings under our revolving credit facility. These sources have also funded a portion of our capital expenditures and contractual contingent consideration obligations. We have typically funded acquisitions by borrowing under bank term loan facilities.
The
loweronset of theCOVID-19
pandemic and the decline in revenues in the T&M segment
due to the decline in aerospace printer sales, combined with the period ofCOVID-19
pandemic induced credit risk avoidance in the capital markets, led to a period of liquidity concerns for us through the second quarter of fiscal 2021 despite our efforts to reduce expenses as rapidly as possible and preserve liquidity. As a result of the availability of the PPP loan during our fiscal second quarter of 2021discussed below, we were able, despite a pending default on our credit facility, to secure an amendment at the end of the second quarter of fiscal 2021 that provided additional liquidity. Those two sources of capital allowed us the time necessary to retain employment levels and focus on continuing efforts to reduce costs, and as those cost reductions took hold, to improve operating profit and
related margincash flow. Based on improved conditions in the credit market and in recognition of the substantial cost and working capital reductions we accomplished, we were
able to reduce our debt, and, subsequent to the end of fiscal year 2021, renegotiate the amendment to the credit agreement we had signed in the second quarter of fiscal 2021, which, together with our improved performance, restored us to a solid liquidity position.On May 6, 2020, we entered into a loan agreement (the “Loan Agreement”) with and executed a promissory note (the “Promissory Note”) in favor of Greenwood Credit Union (“Greenwood”) pursuant to which we borrowed $4.4 million (the “PPP Loan”) from Greenwood pursuant to the Paycheck Protection Program (the “PPP”) administered by the United States Small Business Administration (the “SBA”) and authorized by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), enacted on March 27, 2020. The terms
of the PPP Loan were subsequently revised in accordance with the provisions of the Paycheck Protection Flexibility Act of 2020 (the “PPP Flexibility Act”), which was enacted on June 5, 2020. We believe that our obtaining the PPP Loan and suspending the payment of dividends on our common stock were instrumental in our ability to successfully negotiate the A&R Credit Agreement, as defined below.
At the end of the first quarter of fiscal 2021, the deterioration of our financial condition and operating results due to
product mixthe decline in 737MAX-related
revenue and
higher manufacturing and operating costs associatedCOVID-19
impacts caused us to violate the financial covenants in our Credit Agreement dated February 28, 2017 (the “Prior Credit Agreement”) with Bank of America, N.A. (the “Lender”). On June 22, 2020, we entered into a letter agreement with the
RITEC transaction.LiquidityLender wherein it agreed to waive compliance with those financial covenants for the measurement period ended May 2, 2020.
On July 30, 2020, we entered into an Amended and
Capital ResourcesRestated Credit Agreement (the “A&R Credit Agreement”) with the Lender, our wholly owned subsidiary ANI ApS, a Danish private limited liability company and ANI ApS’s wholly-owned subsidiary TrojanLabel ApS, a Danish private limited liability company (“TrojanLabel”). The Company expectsA&R Credit Agreement amended and restated the Prior Credit Agreement. In connection with our entry into the A&R Credit Agreement, we entered into an Amended and Restated Security and Pledge Agreement and a mortgage in favor of the Lender with respect to financeour owned real property in West Warwick, Rhode Island. Under the A&R Credit Agreement, AstroNova, Inc. is the sole borrower, and, prior to the effectiveness of the Amendment (as defined below), its future working capital needs,obligations were guaranteed by ANI ApS and TrojanLabel.
Immediately prior to the closing of the A&R Credit Agreement, we repaid $1.5 million in principal amount of term loans outstanding under the Prior Credit Agreement.
The A&R Credit Agreement provided for (i) a term loan in the principal amount of $15.2 million, which we used to refinance the outstanding term loans borrowed by us and ANI ApS under the Prior Credit Agreement and a portion of the outstanding revolving loans borrowed by us under the Prior Credit Agreement, and (ii) a $10.0 million revolving credit facility available to us for general corporate purposes. Revolving credit loans may be borrowed, at our option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Kroner.
At January 31, 2021, our cash and cash equivalents were $11.4 million. There was no outstanding balance on our revolving line of credit at January 31, 2021 and we had $10.0 million available for borrowing under the A&R Credit Agreement.
On March 24, 2021, subsequent to year end, we entered into a First Amendment to Credit Agreement (the “Amendment”) to our A&R Credit Agreement (the “A&R Credit Agreement amended by the Amendment, the “Amended Credit Agreement”) with the Lender, ANI ApS and TrojanLabel. Immediately prior to the closing of the Amendment, we repaid $ 2.6 million in principal amount of the term loan outstanding under the A&R Credit Agreement, resulting in an outstanding balance of the term loan of $10.0 million and no amount drawn and outstanding under the revolving credit facility under the Amended Credit Agreement.
The Amended Credit Agreement expires on September 30, 2025, a significant extension of tenor. It also eliminated a minimum adjusted EBITDA covenant, an asset coverage covenant and a minimum liquidity covenant, and, subject to ongoing covenant compliance, significantly reduced limitations on restricted payments such as dividends, eliminated restrictions on capital expenditures and acquisition requirementsincreased operating flexibility with respect to funding our global operations.
The Amended Credit Agreement provides for (i) a term loan in the principal amount of $10.0 million, and (ii) a $22.5 million revolving credit facility available for general corporate purposes. At the closing of the Amended Credit Agreement, we borrowed the entire $10.0 million term loan which was used to refinance in full the outstanding term loan under the A&R Credit Agreement. Under the Amended Credit Agreement, revolving credit loans may continue to be borrowed, at our option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Kroner.
While we expected that as a result of the impact of theCOVID-19
pandemic, some of our customers would experience liquidity pressure and be unable to pay us for products on a timely basis, in general our recent receivables collection experience has been consistent with our historical experience and a significant deterioration in receivables collection has not occurred through
internal fundsthe end of fiscal year. We believe that this favorable result in T&M was due in part to the terms of the contractual relationships with our customers, and
believesin part due to the critical nature of the nature of repairs and supplies relationships. In Product Identification it was due to the critical nature of our relationships with our customers and the general resilience of the markets we generally serve. For both segments, we have experienced improved collections efforts. During the first quarter of fiscal 2021, we experienced a limited number of cases in which certain of our aerospace customers failed to pay us on a timely basis and we increased our reserves for potential losses on those accounts. In the second quarter of fiscal 2021, two small airlines with whom we had small receivable balances for which we had previously fully reserved, entered bankruptcy, but in general, in the following quarters, the aerospace customer problems abated such that
we did not increase our reserves. If the impact of theCOVID-19
pandemic continues for a prolonged period or worsens, we may experience further adverse impacts of delayed aerospace receivable collections. In response to theCOVID-19
pandemic and related economic dislocation, we have implemented and will continue to implement a variety of expense reduction and cash
provided bypreservation initiatives. On April 27, 2020, our board of directors suspended our quarterly cash dividend beginning with the second quarter of our fiscal year 2021. We currently have $22.5 million available for borrowing under our Amended Credit Agreement and we believe that our available cash and credit facilities combined with our cash generated from operations will be sufficient to
meetsupport our operating
requirements, so long as the impact ofCOVID-19
does not worsen. The Amended Credit Agreement requires that the term loan be paid as follows: the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about April 30, 2021 through January 31, 2022 is $187,500; the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about April 30, 2022 through January 31, 2023 is $250,000; the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about April 30, 2023 through January 31, 2025 is $312,500; the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about April 30, 2025 and capital needs forJuly 31, 2025 is $500,000; and the entire remaining principal balance of the term loan is required to be paid on September 30, 2025. We may voluntarily prepay the term loan, in whole or in part, from time to time without premium or penalty (other than customary breakage costs, if applicable). We may repay borrowings under the revolving credit facility at leastany time without premium or penalty (other than customary breakage costs, if applicable), but in any event no later than September 30, 2025, at which time any outstanding revolving loans will be due and payable in full, and the next twelve months. Torevolving credit facility will terminate. We may reduce or terminate the extent our capital and liquidity requirements are not satisfied internally, we may utilize a $10.0 million revolving bank line of credit. Borrowings made under this line of credit at any time, subject to certain thresholds and conditions, without premium or penalty.
The Amended Credit Agreement includes an uncommitted accordion provision under which the term loan and/or revolving credit facility commitments may be increased in an aggregate principal amount not exceeding $10,000,000, subject to obtaining the agreement of the Lender and the satisfaction of certain other conditions.
As under the A&R Credit Agreement, the loans under the Amended Credit Agreement are subject to certain mandatory prepayments, subject to various exceptions, from (a) net cash proceeds from certain dispositions of property, (b) net cash proceeds from certain issuances of equity, (c) net cash proceeds from certain issuances of additional debt and (d) net cash proceeds from certain extraordinary receipts.
Amounts repaid under the revolving credit facility may be reborrowed, subject to continued compliance with the Amended Credit Agreement. No amount of the term loan that is repaid may be reborrowed.
The interest rates under the A&R Credit Agreement were modified in the Amended Credit Agreement as follows: the term loan and revolving credit loans bear interest at a rate per annum equal to, at our option, either (a) the LIBOR Rate as defined in the A&R Credit Agreement (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 1.60% to 2.30% based on our consolidated leverage ratio, or (b) a fluctuating basereference rate equal to the highest of (i) the Prime Rate,federal fund rate plus 0.50%, (ii) 1.50% above the daily one-month LIBOR, andBank of America’s publicly announced prime rate, (iii) the Federal FundsLIBOR Rate plus 1.00% or (iv) 0.50%, plus a margin that varies within a range of 0.60% to 1.30% based on our consolidated leverage ratio. In addition to certain other fees and expenses that we are required to pay to the Lender, we are required to pay a commitment fee on the undrawn portion of the revolving credit facility that varies within a range of 0.15% and 0.30% based on our consolidated leverage ratio.
We must comply with various customary financial andnon-financial
covenants under the Amended Credit Agreement. The financial covenants under the Amended Credit Agreement consist of a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. The minimum EBITDA, minimum consolidated asset coverage ratio, minimum liquidity and maximum capital expenditures covenants with which we were required to comply under the A&R Credit Agreement were eliminated by the Amendment. The primarynon-financial
covenants limit our and our subsidiaries’ ability to incur future indebtedness, to place liens on assets, to pay dividends or distributions on their capital stock, to repurchase or acquire their capital stock, to conduct mergers or acquisitions, to sell assets, to alter their capital structure, to make investments and loans, to change the nature of their business, and to prepay subordinated indebtedness, in
effect plus 1.50%;each case subject to certain exceptions and thresholds as set forth in the Amended Credit Agreement, certain of which provisions were modified by the Amendment. The Lender is entitled to accelerate repayment of the loans and to terminate its revolving credit commitment under the Amended Credit Agreement upon the occurrence of any of various customary events of default, which include, among other events, the following (which are subject, in some cases, to certain grace periods): failure to pay when due any principal, interest or other amounts in respect of the loans, breach of any of our covenants or representations under the loan documents, default under any other of our or our subsidiaries’ significant indebtedness agreements, a bankruptcy, insolvency or similar event with respect to us or any of our subsidiaries, a significant unsatisfied judgment against us or any of our subsidiaries, or a change of control.
Our obligations under the Amended Credit Agreement continue to be secured by substantially all of our personal property assets (including a pledge of the equity interests held by us in ANI ApS, in our wholly-owned German subsidiary AstroNova GmbH, and in our wholly-owned French subsidiary AstroNova SAS), subject to certain exceptions, and by a mortgage on our owned real property in West Warwick, Rhode Island. Pursuant to the Amendment, the guarantees of our obligations under the A&R Credit Agreement that were previously provided by ANI ApS and TrojanLabel were released.
The PPP Loan, which will mature on May 6, 2022, is unsecured and bears interest at a fixed rate of LIBOR plus an agreed upon margin of between 0%1.0% per annum, accruing from the loan date and 2.25%, basedis payable monthly. No payments are due on the Company’s funded debt to EBITDA ratio as definedPPP Loan at this time, but interest accrues during the deferral period. Interest accrued in the agreement. Seeamount of $33,000 is included in other expense for the period ended January 31, 2021.
The PPP Loan may be prepaid at any time without penalty. The Loan Agreement and Promissory Note 7, “Lineinclude customary provisions for a loan of Credit,” inthis type, including prohibitions on our audited consolidated financial statements included elsewhere in this report. Aspayment of dividends or repurchase of shares of our stock while the PPP Loan remains outstanding and events of default relating to, among other things, payment defaults, breaches of the filing dateprovisions of this Annual Reportthe Loan Agreement or the Promissory Note and cross-defaults on Form 10-K, there have been no borrowings against this lineother loans.
Subject to the limitations and conditions set forth in the CARES Act, the PPP Flexibility Act and the
entire lineregulations and guidance provided by the SBA with respect to the PPP, a portion of the PPP Loan may be forgiven in an amount up to the amount of the PPP Loan proceeds we spent on payroll, rent, utilities and interest on certain debt during the twenty-four week period following incurrence of the PPP Loan; interest accrued on the forgiven portion of the principal amount of the PPP Loan is
currently available.Astro-Med’salso forgiven. The amount of the PPP Loan to be forgiven in respect of rent, utilities and interest on certain debt will be capped at 40% of the forgiven amount, with the remaining forgiven amount allocated to payroll costs. We fully utilized the PPP Loan proceeds for qualifying expenses and have applied for forgiveness of the PPP Loan (including all associated accrued interest) subsequent to year end. Whether our application for forgiveness will be granted and in what amount is subject to an application to, and approval by, the SBA and may also be subject to further requirements in any regulations and guidelines the SBA may adopt.
The statements of cash flows for the years ended January 31,
20162021, 2020 and
20152019 are included on page
37. 53 of this Form10-K.
Net cash provided by operating activities was
$7,727,000$15.5 million in
the current yearfiscal 2021 compared to net cash provided by operating activities of
$1,491,000$3.2 million in the previous year. The increase in net cash
fromprovided by operations for the current year is primarily
relateddue to
increased net sales and loweran increase in cash provided by working capital
requirements for the current year, as well as the current year’s increaseof $12.4 million from fiscal 2020. The changes in
the non-cash expense for share-based compensation. Also contributing to the increase in operating cash for the current year as compared to 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,
andincome taxes, accounts payable and accrued expenses
decreasedfor the current year increased cash by
$534,000$7.4 million in fiscal
2016,2021 compared to a decrease
to cash of
$2,335,000$5.0 million in
fiscal 2015, with the
year-over-year improvementprior year. The accounts receivable balance decreased to $17.4 million at January 31, 2021, compared to $19.8 at January 31, 2020. The $2.4 million decrease in the accounts receivable balance is directly related to lower receivable and inventory turns, offset slightly by increased sales and purchasing volume.full year revenues in fiscal 2021 compared to the prior year. The accounts receivable collection cycle decreased to 50 days sales outstanding dropped to 51 days at year end compared to 55 days at the end of fiscal 2020 contributing to the lower receivables balance at January 31, 2016 compared2021. The days sales outstanding decrease in the current year is due to 52customer mix, as aerospace receivables typically take longer to collect, and these revenues were down significantly in fiscal 2021.
Theyear-end
inventory balance decreased to $30.1 million at January 31, 2021 versus $33.9 million at January 31, 2020 and the days
outstanding at the prior year end. Inventory daysinventory on hand decreased to
92147 days at the end of fiscal 2021 as compared to 151 days at the end of the
fiscal 2020. The current
fiscal year from 106period decrease in inventory is due to lower production demand, particularly in the Test & Measurement segment and the related days
at the prior year end.on hand decline is a reflection of improved procurement strategies and production scheduling.
Net cash used by investing activities for fiscal
20162021 was
$3,542,000, which includes $9,978,000 of proceeds from the sales and maturities of securities available for sale, which was partially offset by $5,192,000 of cash used to purchase securities available for sale, and $7,360,000 of cash used to purchase the RITEC aerospace printer business. Cash used for investing activities for fiscal 2016 also included cash used$2.6 million for capital expenditures,
of $3,061,000, consisting of
$947,000$0.1 million for land and building improvements;
$657,000$2.4 million for information
technology primarily related to the purchasetechnology; and
implementation of the Company’s new Enterprise Resource Planning system; $663,000 for machinery and equipment; $561,000$0.1 million for tools and
dies; and $233,000 for furniture, fixtures and other capital expenditures.Included in netdies.
Net cash used inby financing activities for fiscal 2016 were2021 was $5.1 million, consisting primarily of $6.5 million net cash decrease on the revolving line of credit, $4.0 million of principal payments of long-term debt, $2.0 million payment on the guaranteed royalty obligation payment, and $0.5 million of dividends, paidoffset by $4.4 million of $2,048,000. Dividends paid in fiscal 2015 were $2,128,000. The Company’s annual dividend per share was $0.28 in both fiscal 2016 and fiscal 2015. The Company did not repurchase any shares of its common stock in fiscal 2016. In fiscal 2015, the Company repurchased 500,000 shares of its common stock at a per share price of $12.50, for an aggregate repurchase price of $6,250,000. The purchase of these shares wasproceeds received from the estatePPP loan and a net of $3.5 million of proceeds received in the former founder and chief executive officersecond quarter of fiscal 2021 related to the Company and did not impactrefinance of long-term debt..
Fiscal 2020 compared to Fiscal 2019
For a comparison of our cash flow for the
shares available as part of the Company’s stock buyback program. Atfiscal years ended January 31,
2016,2020 and January 31, 2019, see “Part II, Item 7. Management’s Discussion and Analysis of Liquidity and Capital Resources” in our annual report on Form10-K
for the
Company’s Boardfiscal year ended January 31, 2020, filed with the SEC on April 10, 2020.
Contractual Obligations, Commitments and Contingencies
Astro-Med
At January 31, 2021, our contractual obligations with initial remaining terms in excess of one year were as follows:
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | | | | | | | | | | |
| | $ | 15,250 | | | $ | 14,959 | | | $ | 291 | | | $ | — | | | $ | — | |
| | | 12,576 | | | | 5,326 | | | | 7,250 | | | | — | | | | — | |
| | | 648 | | | | 496 | | | | 152 | | | | — | | | | — | |
| | | 8,161 | | | | 1,300 | | | | 3,652 | | | | 1,959 | | | | 1,250 | |
Excess Royalty Obligation (5) | | | 177 | | | | 177 | | | | — | | | | — | | | | — | |
Operating Lease Obligations | | | 1,599 | | | | 372 | | | | 610 | | | | 347 | | | | 270 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 38,411 | | | $ | 22,630 | | | $ | 11,955 | | | $ | 2,306 | | | $ | 1,520 | |
| | | | | | | | | | | | | | | | | | | | |
| (1) | Purchase obligations include undiscounted amounts committed under legally enforceable contracts or purchase orders for goods and services with defined terms as to price, quantity and delivery dates. |
| (2) | Based on the term loan balance outstanding under the A&R Credit Agreement as of January 31, 2021. |
| (3) | Interest rate on variable rate debt is based on the LIBOR Rate, plus a margin that varies within a range of 2.15% to 3.65% based on our consolidated leverage ratio for the outstanding loan under the A&R Credit Agreement as of January 31, 2021. |
| (4) | We are subject to a guaranteed minimum royalty payment obligation over the next seven years pursuant to the Honeywell Asset Purchase and License Agreement. Refer to Note 11, “Royalty Obligation” in the audited consolidated financial statements included elsewhere in this report for further details. |
| (5) | We are subject to excess royalty payments beyond the guaranteed minimum royalty obligation pursuant to the Honeywell Asset Purchase & License Agreement. Refer to Note 11, “Royalty Obligation,” in the audited consolidated financial statements included elsewhere in this report for further details. |
We are also subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, such as: contract and employment claims; workers compensation claims; product liability claims; warranty claims; and claims related to modification, adjustment or replacement of component parts of units sold. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided, or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations. It is possible, however, that results of operations for any
particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of
the Company’sour control.
Critical Accounting Policies and Estimates
Astro-Med’s
Our discussion and analysis of financial condition and results of operations are based upon
the Company’sour consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of our accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and estimates are reasonable for our interim and
year-end
reporting requirements. These judgments and estimates are based on
the Company’sour historical experience, current trends and information available from other sources, as appropriate. If differentactual conditions resultdiffer from thosethe assumptions used in our judgments, theour financial results could be materially different from our estimates. We believe the following critical accounting policies require significant judgments and estimates in the preparation of our consolidated financial statements:
:
Our product sales are recognized when all of the following criteria have been met: persuasive evidence of an arrangement exists; priceWe recognize revenue in accordance with Accounting Standards Update(ASU) 2014-9, Revenue
from Contracts with Customers (also referred 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 generallyTopic 606). Under 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.Our accounting policies relating to the recognition of revenue under Topic 606 require management to each elementmake 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.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 receiveswe receive 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) we do not have the ability to use the product or direct it to another customer.
Allowance 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 areis 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 2021 and 2020.
We offer warranties on some of our products. We establish 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 our 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 we maintain product quality programs and processes, our 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.we revise our estimated warranty liability accordingly.
Inventories are stated at the lower of cost
(first-in, (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.
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, the Company has2021, we had provided valuation allowances for future
state tax benefits resulting from certain
domestic R&D tax credits
and foreign tax credit carryforwards, both 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. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The legislation had sweeping effects including various types of economic relief for impacted businesses and industries. One such relief provision was the Paycheck Protection Program, which provided short-term cash flow assistance to finance employee payroll and qualified expenses. On May 6, 2020, we entered into a loan agreement with, and executed a promissory note in favor of Greenwood Credit Union (“Greenwood”) pursuant to which we borrowed $4.4 million (the “PPP Loan”). On December 27, 2020 the Consolidated Appropriations Act, 2021, H.R. 133 was signed into law. The legislation permits the deductibility of expenses to the extent that the payment of such expenses results (or is expected to result) in the forgiveness of a loan (covered loan) guaranteed under the Paycheck Protection Program. We have fully utilized the PPP Loan proceeds for qualifying expenses and subsequent to year end have applied for forgiveness of the PPP Loan (including all associated accrued interest) in accordance with the terms of the CARES Act, as amended by the PPP Flexibility Act. Consistent with the legislation, we expect to deduct the full $4.4 million of qualified expenses on our 2020 federal tax return.
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 Held
Goodwill is tested for
Sale:Assets held for sale are reportedimpairment at the
lowerreporting unit. A reporting unit is an operating segment or a 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.
Due to the consideration of the impact of the decline in the global economy due to the globalCOVID-19
pandemic, coupled with the grounding of the 737 MAX in March, 2019 and the 737 MAX production halt in January, 2020 which negatively impacted revenues and margins in fiscal 2020 and 2021, we elected to forgo the qualitative assessment and perform a quantitative goodwill impairment test to determine whether the carrying values of the reporting units are greater than the fair values. We utilized a blended income and market approach. The income approach was based upon a discounted cash flow model which we believe provides a fair values estimate of the reporting unit’s expected long-term operating performance. The market approach compares the reporting units to similar publicly traded companies. Based on our quantitative impairment assessment as of January 31, 2021, we determined that the fair value of the reporting units were in excess of their carrying values and therefore, no goodwill impairment has occurred. Self-Insurance Liability Accrual:
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’sour 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 haswe have 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)(“RSAs”) and restricted stock units
(RSU)(“RSUs”) 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’sour 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.
Quantitative and Qualitative Disclosures about Market Risk
Our primary financial market risks consists of foreign currency exchange rates risk and the impact of changes in interest rates that fluctuate with the market on our variable rate credit borrowings under our existing credit agreement.
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 Danish Kroner and
is not requiredthe Euro. A hypothetical 10% change in the rates used to
provide this information.translate the results of our foreign subsidiaries would result in an increase or decrease in our consolidated net income of approximately $0.3 million for the year ended January 31, 2021.
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 liabilities 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. Foreign exchange gains resulting from transactional exposure were $0.6 million for the year ended January 31, 2021.
At January 31, 2021, our total indebtedness included $12.6 million of term loan variable-rate debt. At January 31, 2021, the term loan under the A&R Credit Agreement bears interest at the LIBOR rate plus a margin that varies within a range of 2.15% to 3.65% based on our consolidated leverage ratio. The impact on our results of operations of a 100basis point change in the interest rate on the outstanding balance of our variable-rate debt at January 31, 2021, would be approximately $0.1 million annually.
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).
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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 Form
10-K
pursuant to Rules
13a-15(e)
and
15d-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,
20162021 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
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules
13a-15(f)
and
15d-15(f)
under the Exchange Act).
The Company’sOur 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,
2016.2021. 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, the Company’s2021, our 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 an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation 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.
Changes in Internal Controls over Financial Reporting
There have been no changes in
the Company’sour 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.
Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to
the Company’sour definitive proxy statement
to be filed for
the 2016our 2021 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.
| | | | | | |
| | | | | |
| | | 62 | | | President, Chief Executive Officer and Director |
| | | 64 | | | Vice President, Chief Financial Officer and Treasurer |
| | | 58 | | | Vice President—Operations |
| | | 57 | | | President,
Chief ExecutiveTechnology Officer and DirectorVice President of Strategic Technical Alliances |
Joseph P. O’Connell
| | | 72 54 | | | | Senior Vice President, Treasurer and Chief Financial Officer
|
Michael M. Morawetz
| | | 56 | | | Vice President—International Branches
|
Stephen M. Petrarca
| | | 53 | | | Vice President—Operations
|
Erik J. Mancyak
| | | 40 | | | Vice President and Corporate Controller
|
Eric E. Pizzuti
| | | 49 | | | Vice President and General Manager—QuickLabel |
Michael J. Natalizia
| | | 52 | | | Vice President and Chief Technology Officer
Aerospace |
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
We have adopted a Code of Conduct which applies to all
of our directors, officers and employees of the Company, including
theour 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 Regulation
S-K.
A copy of the Code of Conduct will be provided to shareholders, without charge, upon request directed to Investor Relations or can be obtained on
the Company’sour website,
(www.astronovainc.com), under the heading “Investors—Corporate Governance—Governance Documents.”
The Company intendsWe intend 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
itsour website.
The information required by
to this item is incorporated herein by reference to
the Company’sour definitive Proxy Statement
to be filed for
the 2016our 2021 Annual Meeting of Shareholders.
The information set forth under the heading “Compensation Committee Report” in
the Company’sour 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.
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’sour definitive Proxy Statement
to be filed for
the 2016our 2021 Annual Meeting of Shareholders.
Equity Compensation Plan Information
The following table sets forth information about
the Company’sour equity compensation plans as of January 31,
2016: | | | | | | | | | | | | |
Plan Category | | Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights | | | Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights | | | Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans | |
Equity Compensation Plans Approved by Shareholders | | | 930,136 | (1) | | $ | 11.00 | (2) | | | 406,211 | (3) |
Equity Compensation Plans Not Approved by Shareholders | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Total | | | 930,136 | (1) | | $ | 11.00 | (2) | | | 392,211 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights | | | Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights | | | Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans | |
Equity Compensation Plans Approved by Shareholders | | | 771,496 | (1) | | $ | 14.63 | (2) | | | 538,853 | (3) |
Equity Compensation Plans Not Approved by Shareholders | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
| | | 771,496 | (1) | | $ | 14.63 | (2) | | | 538,853 | (3) |
| | | | | | | | | | | | |
| (1) | Includes 47,974337,958 shares issuable upon exercise of outstanding options granted under the Company’s 1997 incentive stock option plan; 26,500 shares issuable upon exercise of outstanding options granted under the Company’s 1998 non-qualified stock option plan; 553,462our 2007 Equity Incentive Plan; 148,625 shares issuable upon exercise of outstanding options granted and 37,20010,833 restricted stock units outstanding under the Company’s 2007our 2015 Equity Incentive Plan; and 30,000135,500 shares issuable upon exercise of outstanding options granted and 235,000138,580 restricted stock units outstanding under the Company’s 2015our 2018 Equity Incentive Plan. This balance does not include 48,000 of unvested restricted stock which are subject to forfeiture. |
| (2) | Does not include restricted stock units. |
| (3) | Represents 354,611528,479 shares available for grant under the Astro-Med,AstroNova, Inc. 2007 and 20152018 Equity Incentive PlansPlan and 51,60010,374 shares available for purchase under the Employee Stock Purchase Plan. This balance does not include 20,888 shares issued pursuant to outstanding unvested restricted stock awards which are subject to forfeiture. |
Additional information regarding these equity compensation plans is contained in Note
11,15, “Share-Based Compensation,” in
the Company’sour Consolidated Financial Statements included in Item 15 hereto.
Certain Relationships, Related Transactions and Director Independence
The information required by this item is incorporated herein by reference to
the Company’sour definitive Proxy Statement for
the 2016our 2021 Annual Meeting of Shareholders.
Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to
the Company’sour definitive Proxy Statement for
the 2016our 2021 Annual Meeting of Shareholders.
Item 15. Exhibits and Financial Statement Schedule
(a)(1) Financial Statements:
The following documents are included as part of this Annual Report filed on Form
| | |
| | | |
| | 3247-48 |
| | 3349 |
| | 3450 |
| | 3551 |
| | 3652 |
| | 3753 |
| | 38-5854-81 |
| |
(a)(2) Financial Statement Schedule:
| | |
| |
| | 5983 |
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.
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| (2.1) | | AssetShare Purchase Agreement, dated January 11, 2014 by and between Astro-Med, Inc. (the “Company”) and Miltope Corporation (d/b/a VT Miltope, a company of VT Systems), an Alabama corporation (the “Seller”),7, 2017, as amended, by that Amendment to Asset Purchase Agreement dated January 22, 2014, by and betweenamong ANI ApS, Trojan Holding ApS, as a Seller and as the CompanySellers’ Representative, and the Seller (filedLi Wei Chong filed as Exhibit No. 2.1 to the Company’s reportour Annual Report on Form 8-K dated10-K for the year ended January 22, 201431, 2017 and incorporated by this reference incorporated herein).herein* |
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(2.2) | | Asset Purchase Agreement dated January 5, 2013 by and among Astro-Med, Inc. (the “Company”), Grass Technologies Corporation (“Grass”) and Natus Medical Incorporated (“Natus”), as amended by First Amendment to Asset Purchase Agreement dated as of January 31, 2013, by and among the Company, Grass and Natus (filed as Exhibit No. 2.1 to the Company’s report on Form 8-K dated February 4, 2013 and by this reference incorporated herein). |
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(2.3) | | Asset Purchase Agreement dated June 18, 2015 by and among Astro-Med, Inc. (the “Company”), and Rugged Information Technology Equipment Corp. (“RITEC”).* |
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| (3A) | | Restated Articles of Incorporation of the Company and all amendments thereto (filedfiled as Exhibit No. 3A to the Company’s reportour Quarterly Report on Form 10-Q for the quarter ended August 1, 1992 (File No. 000-13200)April 30, 2016 and incorporated by this reference incorporated herein).herein. |
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| (3B) | | By-laws of the Company as amended to date (filedfiled as Exhibit No. 3B to the Company’sour Annual Report on Form 10-K for the fiscal year ended January 31, 2008 (File No. 000-13200) and incorporated by this reference incorporated herein).herein. |
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(4) (4.1) | | Specimen form of common stock certificate of the Company.Company filed as Exhibit 4 to our Quarterly Report on Form 10-Q for the quarter ended April 30, 2016 and incorporated by reference herein. |
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(10.1) (4.2) | | Astro-Med, Inc. Non-Employee Director Stock PlanDescription of securities registered pursuant to Section 12 of the Exchange Act filed as Exhibit 4.34.2 to Registration Statementour Annual Report on Form S-8 filed on March 28, 1997, Registration10-K for the fiscal year ended January 31, 2020 (File No. 333-24123, 000-13200) and incorporated by reference herein.** |
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(10.2) (10.1) | | Astro-Med, Inc. 1997 Incentive Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statements on Form S-8 filed on August 28, 1998, Registration No. 333-93565, and incorporated by reference herein.** |
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(10.3) | | Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8 filed on August 28, 1998, Registration No. 333-62431 and incorporated by reference herein.** |
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(10.4) | | Astro-Med,We , Inc. 2007 Equity Incentive Plan as filed as Appendix A to the Definitive Proxy Statement filed on April 25, 2007 on Schedule 14A (File No. 000-13200) for the 2007 annual shareholders meeting and incorporated by reference herein.** |
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(10.5) | | Astro-Med, Inc. Management Bonus Plan (Group III) filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended May 3, 2014, and by this reference incorporated herein.** |
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(10.6) | | Astro-Med, Inc. Management Bonus Plan—Vice President International Branches filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No. 000-13200) for the year ended January 31, 2009 and by this reference incorporated herein.** |
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(10.7) | | Astro-Med, Inc. Amended and Restated Non-Employee Directors Compensation Program filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended May 3, 2014 and by this reference incorporated herein.** |
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(10.8) | | Form of Performance-Based Restricted Stock Unit Award Agreement filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended April 28, 2012 and by this reference incorporated herein.** |
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(10.9) (10.2) | | Transition Services Agreement dated January 5, 2013 by and between the Company and Natus, as amended by First Amendment to Transition Services Agreement dated as of January 31, 2013, by and between the Company and Natus filed as Exhibit No. 10.1 to the Company’s report onForm 8-K dated February 4, 2013 and by this reference incorporated herein. |
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(10.10) | | Release and Non-Competition Agreement dated as of February 1, 2014 by and between the Company and Everett V. Pizzuti filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2014 and by this reference incorporated herein.** |
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(10.11) | | Three-Year Revolving Line of Credit Agreement dated September 5, 2014 by and between the Company and Wells Fargo Bank filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the period ended November 1, 2014 and by this reference incorporated herein. |
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(10.12) | | Equity Incentive Award Agreement dated as of November 24, 2014 by and between the Company and Gregory A. Woods filed as Exhibit 10.12 to the Company’sour Annual Report onForm 10-K for the year ended January 31, 2015 and incorporated by this reference incorporated herein.** |
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(10.13) (10.3) | | Change in Control Agreement dated as of November 24, 2014 by and between the Company and Gregory A. Woods filed as Exhibit 10.13 to the Company’sour Annual Report on Form 10-K for the year ended January 31, 2015 and incorporated by this reference incorporated herein.** |
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(10.14) (10.4) | | Stock Repurchase Agreement datedAstroNova Inc. 2015 Equity Incentive Plan filed as of December 4, 2014 by and among Astro-Med, Inc. and Albert W. Ondis III, Alexis Ondis and April Ondis, each in his or her capacity as a Co-Executor ofExhibit A to the Estate of Albert W. OndisDefinitive Proxy Statement filed on Form 8-K on December 4, 2014April 21, 2015 (File No. 000-13200) for the 2015 annual shareholders meeting and incorporated by reference herein.** |
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(10.15) (10.5) | | Senior Executive Short Term Incentive Plan adopted March 27, 2015 filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended May 2, 2015 and by this reference incorporated herein.** |
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(10.16) | | General Manager Employment Contract dated November 18, 2014 by and among Astro-Med, Inc. and Michael Morawetz filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended May 2, 2015 and by this reference incorporated herein.** |
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(10.17) | | Form of Indemnification Agreement for directors and officers filed as Exhibit 10.1 to the Company’sour Quarterly Report on Form 10-Q for the period ended October 31, 2015 and incorporated by this reference incorporated herein.** |
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| (10.6) | | Form of Restricted Stock Agreement granted under the Amended and Restated Non-Employee Director Annual Compensation Program filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.** |
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| (10.7) | | Form of Incentive Stock Option Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.** |
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| (10.8) | | Form of Non-Statutory Stock Option Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.** |
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| (10.9) | | Form of Non-Employee Director Non-Statutory Stock Option Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.** |
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| (10.10) | | Form of Restricted Stock Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.** |
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| (10.11) | | Form of Non-Employee Director Restricted Stock Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.** |
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| (10.12) | | Form of Time-Based Restricted Stock Unit Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.** |
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| (10.13) | | Form of Performance Restricted Stock Unit Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.** |
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| (10.14) | | Asset Purchase and License Agreement, dated September 28, 2017, by and between AstroNova, Inc. and Honeywell International, Inc. filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, event date September 28, 2017, filed with the SEC on October 4, 2017 and incorporated by reference herein. |
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| (10.15) | | Amended and Restated AstroNova, Inc. Employee Stock Purchase Plan filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, event date November 20, 2017, filed with the SEC on December 28, 2017 and incorporated by reference herein. |
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| (10.16) | | Letter Agreement dated January 12, 2018 between the Company and David Smith filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2018 and incorporated by reference herein.** |
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| (10.17) | | Form of Performance-based Restricted Stock Unit Award Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, event date June 4, 2018, filed with the SEC on June 4, 2018 and incorporated by reference herein.** |
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| (10.18) | | Form of Restricted Stock Unit Agreement (time-based vesting) filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, event date June 4, 2018, filed with the SEC on June 4, 2018 and incorporated by reference herein.** |
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| (10.19) | | Form of Incentive Stock Option filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, event date June 4, 2018, filed with the SEC on June 4, 2018 and incorporated by reference herein.** |
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| (10.20) | | Form of Non-statutory Stock Option filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, event date June 4, 2018, filed with the SEC on June 4, 2018 and incorporated by reference herein.** |
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| (10.21) | | Form of Non-statutory Stock Option (Non-employee Director) filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, event date June 4, 2018, filed with the SEC on June 4, 2018 and incorporated by reference herein.** |
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| (10.22) | | Form of Restricted Stock Agreement filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, event date June 4, 2018, filed with the SEC on June 4, 2018 and incorporated by reference herein.** |
| |
| (10.23) | | Form of Non-employee Director Restricted Stock Agreement filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed, event date June 4, 2018, filed with the SEC on June 4, 2018 and incorporated by reference herein.** |
| |
| (10.24) | | AstroNova, Inc. Amended and Restated Non-Employee Director Annual Compensation Program filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed, event date January 31, 2019, filed with the SEC on February 4, 2019 and incorporated by reference herein.** |
| |
| (10.25) | | AstroNova, Inc. 2018 Equity Incentive Plan Non-Employee Director Restricted Stock Agreement filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2019 and incorporated by reference to herein.* |
| |
| (10.26) | | AstroNova, Inc. 2018 Equity Incentive Plan, as amended, filed as Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on May 25, 2019 on Schedule 14A and incorporated by reference herein.* |
| |
| (10.27) | | Loan Agreement effective as of May 6, 2020, by and between AstroNova, Inc. and Greenwood Credit Union, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2020 and incorporated by reference herein. |
| |
| (10.28) | | Promissory Note dated May 6, 2020, by and between AstroNova, Inc. and Greenwood Credit Union, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2020 and incorporated by reference herein. |
| |
| (10.29) | | Letter of Agreement dated June 22, 2020 between AstroNova, Inc. and Bank of America, N.A. , filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2020 and incorporated by reference herein. |
| | |
| | |
| |
| (10.30) | | Amended and Restated Credit Agreement dated as of July 30, 2020 among AstroNova, Inc., ANI ApS, TrojanLabel ApS, and Bank of America, N.A. filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2020 and incorporated by reference herein. |
| |
| (10.31) | | Amended and Restated Security and Pledge Agreement dated as of July 30, 2020 among AstroNova, Inc. and Bank of America, N.A. , filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, event date July 30, 2020, and incorporated by reference herein. |
| |
| (10.32) | | Open-End Mortgage Deed to Secure Present and Future Loans under Chapter 25 of Title 34 of the Rhode Island General Laws, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of July 30, 2020 among AstroNova, Inc. and Bank of America, N.A. , filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, event date July 30, 2020, and incorporated by reference herein. |
| |
| (10.33) | | Change in Control Agreement dated September 8, 2020 by and between AstroNova, Inc. and David S. Smith. filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2020 and incorporated by reference herein.** |
| |
| (10.34) | | First Amendment to Credit Agreement dated as of March 24, 2021 among AstroNova, Inc. ANI ApS, TrojanLabel ApS and Bank of America, N.A. |
| |
| (10.35) | | First Amendment to Open-End Mortgage Deed to Secure Present and Future Loans under Chapter 25 of Title 34 of the Rhode Island General Laws, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of March 24, 2021 among AstroNova, Inc. and Bank of America, N.A. |
| |
| (21) | | List of Subsidiaries of the Company. |
| |
| (23.1) | | Consent of Wolf & Company, P.C. |
| |
| (31.1) | | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
| (31.2) | | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
| (32.1) | | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
| (32.2) | | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
(101) (101.INS) | | The following materials from Registrant’s Annual Report on Form 10-K for XBRL Instance Document—the year ended January 31, 2016, formattedinstance document does not appear in the Interactive Data File because its XBRL (eXtensible Business Reporting Language): (i)tags are embedded within the Consolidated Balance Sheets, (ii)Inline XBRL document |
| |
| (101.SCH) | | Inline XBRL Taxonomy Extension Schema Document |
| |
| (101.CAL) | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| |
| (101.DEF) | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| |
| (101.LAB) | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| |
| (101.PRE) | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| |
| (104) | | Cover Page Interactive Data File (embedded within the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. Filed electronically herein.Inline XBRL document). |
| * | Schedules to this Exhibit have been omitted in reliance on Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules to the SEC upon request. |
| ** | Management contract or compensatory plan or arrangement. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | |
| | | | ASTRO-MED,
|
| | | |
Date: April 8, 201613, 2021 | | | | By: | | |
| | | | | | (Gregory A. Woods, Chief Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| | | | |
| | | | |
| | |
| | President, Chief Executive Officer and Director (Principal Executive Officer) | | April 8, 201613, 2021 |
| | |
/ s/ DS/ JOSEPHAVID P. O’CS. SONNELLMITHJoseph P. O’Connell
| | Senior
Vice President, Treasurer and Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer) | | April 8, 201613, 2021 |
| | |
/ s/ JS/ ERIKEAN J. MA. BANCYAKUAErik J. Mancyak
| | Vice President and Corporate Controller (Principal Accounting Officer)
| | April 8, 201613, 2021 |
| | |
/ s/ MS/ HERMANNITCHELL VI. QIETSUAINHermann Viets
| | Chairman of the Board of Directors and
| | April 8, 201613, 2021 |
| | |
/ s/ YS/ EVERETTVONNE V. PE. SIZZUTICHLAEPPIEverett V. Pizzuti
| | | | April 8, 201613, 2021 |
| | |
/ s/ HS/ GRAEMEAROLD MSACCHOFIELDLETCHIEGraeme MacLetchie
| | | | April 8, 201613, 2021 |
| | |
/ s/ RS/ MITCHELLICHARD I. QS. WUAINARZALAMitchell I. Quain
| | | | April 8, 2016 |
| | |
/S/ HAROLD SCHOFIELD
Harold Schofield
| | Director
| | April 8, 2016 |
| | |
/S/ APRIL ONDIS
April Ondis
| | Director
| | April 8, 201613, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Shareholders and Board of Directors and Shareholders of
Astro-Med,
Opinions on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Astro-Med,AstroNova, Inc. (the “Company”) as of January 31, 20162021 and 2015,2020, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years then ended. Our audit also includedin the three-year period ended January 31, 2021 and the related notes and the financial statement schedule listed in the index at Item 15(a)(2)(collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
These financial statements
and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on
thesethe Company’s financial statements
and schedule based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Wemisstatement, whether due to error or fraud. The Company is not required to have, nor were notwe engaged to perform, an audit of the Company’sits internal control over financial reporting. OurAs part of our audits included considerationwe are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
supportingregarding the amounts and disclosures in the financial statements.
An auditOur audits also
includes assessingincluded evaluating the accounting principles used and significant estimates made by management,
andas well as evaluating the overall
presentation of the financial
statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
In
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Astro-Med, Inc. as of January 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the two years in the period ended January 31, 2016, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements, taken as a whole, presents fairly,and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill Impairment Assessment
As discussed in
all material respects,Note 3 to the
information set forth therein.financial statements, the Company’s consolidated goodwill balance was approximately $12.8 million as of January 31, 2021. Company management tests goodwill for impairment at the reporting unit level, at least annually, at the end of the fiscal year. As a result of the decline in revenues and
margins in the current year, management performed a quantitative goodwill impairment test as of January 31, 2021. The quantitative assessment utilizes a combination of the income approach and market approach to estimate the fair value of each reporting unit.
We have identified the evaluation of goodwill for impairment as a critical audit matter as a result of (i) the significant judgment by management when developing the fair value measurements and; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to financial projections.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among others (i) evaluating the qualifications of the third-party expert engaged by management; (ii) testing management’s, and the third-party expert’s, process for developing the fair value estimates, including consideration of the appropriateness of the methods used; (iii) testing the completeness and accuracy of underlying data used in the fair value estimates; and (iv) evaluating the significant assumptions used in developing financial projections. In evaluating management’s assumptions used in the development of financial projections we considered (i) the current and past performance of the reporting units; (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit and (iii) the sensitivity to change of the assumptions used.
We have served as the Company’s auditor since 2013.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
| | | | | | | | |
| | | 2016 | | | 2015 | |
| ASSETS | | | | | | | | |
CURRENT ASSETS | | | | | | | | |
Cash and Cash Equivalents | | $ | 10,043 | | | $ | 7,958 | |
Securities Available for Sale | | | 10,376 | | | | 15,174 | |
Accounts Receivable, net of reserves of $404 in 2016 and $343 in 2015 | | | 15,325 | | | | 14,107 | |
Inventories | | | 14,890 | | | | 15,582 | |
Line of Credit Receivable | | | 150 | | | | 173 | |
Note Receivable | | | 191 | | | | 255 | |
Asset Held for Sale | | | — | | | | 1,900 | |
Prepaid Expenses and Other Current Assets | | | 3,539 | | | | 4,140 | |
| | | | | | | | |
Total Current Assets | | | 54,514 | | | | 59,289 | |
PROPERTY, PLANT AND EQUIPMENT | | | | | | | | |
Land and Improvements | | | 967 | | | | 904 | |
Buildings and Improvements | | | 11,350 | | | | 10,551 | |
Machinery and Equipment | | | 27,396 | | | | 25,368 | |
| | | | | | | | |
| | | 39,713 | | | | 36,823 | |
Less Accumulated Depreciation | | | (29,906 | ) | | | (28,444 | ) |
| | | | | | | | |
Total Property, Plant and Equipment, net | | | 9,807 | | | | 8,379 | |
OTHER ASSETS | | | | | | | | |
Note Receivable | | | — | | | | 256 | |
Deferred Tax Assets | | | 3,049 | | | | 2,629 | |
Identifiable Intangibles, net | | | 5,980 | | | | 2,698 | |
Goodwill | | | 4,521 | | | | 991 | |
Other | | | 92 | | | | 88 | |
| | | | | | | | |
Total Other Assets | | | 13,642 | | | | 6,662 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 77,963 | | | $ | 74,330 | |
| | | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts Payable | | $ | 3,192 | | | $ | 3,155 | |
Accrued Compensation | | | 3,436 | | | | 3,302 | |
Other Accrued Expenses | | | 2,209 | | | | 2,343 | |
Deferred Revenue | | | 529 | | | | 621 | |
Income Taxes Payable | | | 182 | | | | 148 | |
| | | | | | | | |
Total Current Liabilities | | | 9,548 | | | | 9,569 | |
Deferred Tax Liabilities | | | 78 | | | | 83 | |
Other Long Term Liabilities | | | 964 | | | | 1,167 | |
| | | | | | | | |
TOTAL LIABILITIES | | | 10,590 | | | | 10,819 | |
| | |
Commitments and Contingencies (See Note 19) | | | | | | | | |
| | |
SHAREHOLDERS’ EQUITY | | | | | | | | |
Preferred Stock, $10 Par Value, Authorized 100,000 shares, None Issued | | | — | | | | — | |
Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 9,666,290 shares in 2016 and 9,544,864 shares in 2015 | | | 483 | | | | 477 | |
Additional Paid-in Capital | | | 45,675 | | | | 43,600 | |
Retained Earnings | | | 42,212 | | | | 39,735 | |
Treasury Stock, at Cost, 2,323,545 shares in 2016 and 2,293,606 shares in 2015 | | | (20,022 | ) | | | (19,602 | ) |
Accumulated Other Comprehensive Loss, Net of Tax | | | (975 | ) | | | (699 | ) |
| | | | | | | | |
Total Shareholders’ Equity | | | 67,373 | | | | 63,511 | |
| | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 77,963 | | | $ | 74,330 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | |
| | | | | | | | |
| | | | | | | | |
Cash and Cash Equivalents | | $ | 11,439 | | | $ | 4,249 | |
Accounts Receivable, net of reserves of $1,054 in 2021 and $856 in 2020 | | | 17,415 | | | | 19,784 | |
| | | 30,060 | | | | 33,925 | |
Prepaid Expenses and Other Current Assets | | | 1,807 | | | | 2,193 | |
| | | | | | | | | |
| | | 60,721 | | | | 60,151 | |
| | | | | | | | | |
Property, Plant and Equipment, net | | | 12,011 | | | | 11,268 | |
Identifiable Intangibles, net | | | 21,502 | | | | 25,383 | |
| | | 12,806 | | | | 12,034 | |
| | | 5,941 | | | | 5,079 | |
| | | 1,389 | | | | 1,661 | |
| | | 1,103 | | | | 1,088 | |
| | | | | | | | | |
| | $ | 115,473 | | | $ | 116,664 | |
| | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | |
| | $ | 5,734 | | | $ | 4,409 | |
| | | 2,852 | | | | 2,700 | |
| | | 3,939 | | | | 4,711 | |
Revolving Credit Facility | | | — | | | | 6,500 | |
Current Portion of Long-Term Debt | | | 5,326 | | | | 5,208 | |
Current Liability—Royalty Obligation | | | 2,000 | | | | 2,000 | |
Current Liability—Excess Royalty Payment Due | | | 177 | | | | 773 | |
| | | 655 | | | | — | |
| | | 285 | | | | 466 | |
| | | | | | | | | |
Total Current Liabilities | | | 20,968 | | | | 26,767 | |
| | | | | | | | |
Long-Term Debt, net of current portion | | | 7,109 | | | | 7,715 | |
Royalty Obligation, net of current portion | | | 6,161 | | | | 8,012 | |
| | | 4,422 | | | | — | |
Lease Liabilities, net of current portion | | | 1,065 | | | | 1,279 | |
| | | 681 | | | | 1,081 | |
| | | 384 | | | | 435 | |
| | | | | | | | | |
| | | 40,790 | | | | 45,289 | |
Commitments and Contingencies (See Note 21) | | | 0 | | | | 0 | |
| | | | | | | | |
Preferred Stock, $10 Par Value, Authorized 100,000 shares, NaNne Issued | | | 0— | | | | 0— | |
Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 10,425,094 shares in 2021 and 10,343,610 shares in 2020 | | | 521 | | | | 517 | |
| | | 58,049 | | | | 56,130 | |
| | | 50,085 | | | | 49,298 | |
Treasury Stock, at Cost, 3,297,058 shares in 2021 and 3,281,701 shares in 2020 | | | (33,588 | ) | | | (33,477 | ) |
Accumulated Other Comprehensive Loss, net of tax | | | (384 | ) | | | (1,093 | ) |
| | | | | | | | | |
TOTAL SHAREHOLDERS’ EQUITY | | | 74,683 | | | | 71,375 | |
| | | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 115,473 | | | $ | 116,664 | |
| | | | | | | | | |
See Notes to the Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF INCOME
For the years ended January 31
(In Thousands, Except Per Share Data)
| | | | | | | | |
| | | 2016 | | | 2015 | |
Net Sales | | $ | 94,658 | | | $ | 88,347 | |
Cost of Sales | | | 56,500 | | | | 51,370 | |
| | | | | | | | |
Gross Profit | | | 38,158 | | | | 36,977 | |
Costs and Expenses: | | | | | | | | |
Selling and Marketing | | | 18,249 | | | | 18,289 | |
Research and Development | | | 6,945 | | | | 5,802 | |
General and Administrative | | | 7,030 | | | | 5,655 | |
| | | | | | | | |
Operating Expenses | | | 32,224 | | | | 29,746 | |
| | | | | | | | |
Operating Income | | | 5,934 | | | | 7,231 | |
Other Income (Expense): | | | | | | | | |
Investment Income | | | 72 | | | | 81 | |
Other, Net | | | 903 | | | | (380 | ) |
| | | | | | | | |
| | | 975 | | | | (299 | ) |
| | | | | | | | |
Income before Income Taxes | | | 6,909 | | | | 6,932 | |
Income Tax Provision | | | 2,384 | | | | 2,270 | |
| | | | | | | | |
Net Income | | $ | 4,525 | | | $ | 4,662 | |
| | | | | | | | |
Net Income Per Common Share—Basic | | $ | 0.62 | | | $ | 0.61 | |
| | | | | | | | |
Net Income Per Common Share—Diluted | | $ | 0.61 | | | $ | 0.60 | |
| | | | | | | | |
Weighted Average Number of Common Shares Outstanding—Basic | | | 7,288 | | | | 7,612 | |
Dilutive Effect of Common Stock Equivalents | | | 183 | | | | 222 | |
| | | | | | | | |
Weighted Average Number of Common Shares Outstanding—Diluted | | | 7,471 | | | | 7,834 | |
| | | | | | | | |
Dividends Declared Per Common Share | | $ | 0.28 | | | $ | 0.28 | |
| | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | |
| | $ | 116,033 | | | $ | 133,446 | | | $ | 136,657 | |
| | | 74,673 | | | | 84,688 | | | | 82,658 | |
| | | | | | | | | | | | | |
| | | 41,360 | | | | 48,758 | | | | 53,999 | |
| | | | | | | | | | | | |
| | | 23,301 | | | | 26,884 | | | | 26,343 | |
| | | 6,206 | | | | 8,084 | | | | 7,813 | |
General and Administrative | | | 9,420 | | | | 11,357 | | | | 11,123 | |
| | | | | | | | | | | | | |
| | | 38,927 | | | | 46,325 | | | | 45,279 | |
| | | | | | | | | | | | | |
| | | 2,433 | | | | 2,433 | | | | 8,720 | |
| | | | | | | | | | | | |
Interest Income (Expense), net | | | (955 | ) | | | (682 | ) | | | (731 | ) |
Gain (Loss) on Foreign Currency Transactions | | | 590 | | | | (448 | ) | | | (745 | ) |
| | | 111 | | | | 67 | | | | 64 | |
| | | | | | | | | | | | | |
| | | | (254 | ) | | | (1,063 | ) | | | (1,412 | ) |
| | | | | | | | | | | | | |
Income before Income Taxes | | | 2,179 | | | | 1,370 | | | | 7,308 | |
Income Tax Provision (Benefit) | | | 895 | | | | (389 | ) | | | 1,578 | |
| | | | | | | | | | | | | |
| | $ | 1,284 | | | $ | 1,759 | | | $ | 5,730 | |
| | | | | | | | | | | | | |
Net Income Per Common Share—Basic | | $ | 0.18 | | | $ | 0.25 | | | $ | 0.83 | |
| | | | | | | | | | | | | |
Net Income Per Common Share—Diluted | | $ | 0.18 | | | $ | 0.24 | | | $ | 0.81 | |
| | | | | | | | | | | | | |
Weighted Average Number of Common Shares Outstanding—Basic | | | 7,104 | | | | 7,024 | | | | 6,881 | |
Dilutive Effect of Common Stock Equivalents | | | 62 | | | | 214 | | | | 203 | |
| | | | | | | | | | | | | |
Weighted Average Number of Common Shares Outstanding—Diluted | | | 7,166 | | | | 7,238 | | | | 7,084 | |
| | | | | | | | | | | | | |
See Notes to the Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended January 31
(In Thousands)
| | | | | | | | |
| | | 2016 | | | 2015 | |
Net Income | | $ | 4,525 | | | $ | 4,662 | |
Other Comprehensive Loss, net of taxes and reclassification adjustments: | | | | | | | | |
Foreign currency translation adjustments | | | (269 | ) | | | (866 | ) |
Unrealized loss on securities available for sale | | | (7 | ) | | | (9 | ) |
| | | | | | | | |
Other Comprehensive Loss | | | (276 | ) | | | (875 | ) |
| | | | | | | | |
Comprehensive Income | | $ | 4,249 | | | $ | 3,787 | |
| | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | |
| | $ | 1,284 | | | $ | 1,759 | | | $ | 5,730 | |
Other Comprehensive Income (Loss), net of taxes and reclassification adjustments: | | | | | | | | | | | | |
Foreign Currency Translation Adjustments | | | 710 | | | | (133 | ) | | | (671 | ) |
Change in Value of Derivatives Designated as Cash Flow Hedge | | | (239 | ) | | | 122 | | | | 622 | |
(Gains) Losses from Cash Flow Hedges Reclassified to Income Statement | | | 193 | | | | (264 | ) | | | (600 | ) |
Cross-Currency Interest Rate Swap Terminations | | | 45 | | | | — | | | | — | |
Realized Gain on Securities Available for Sale Reclassified to Income Statement | | | — | | | | — | | | | 3 | |
| | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | | | 709 | | | | (275 | ) | | | (646 | ) |
| | | | | | | | | | | | | |
| | $ | 1,993 | | | $ | 1,484 | | | $ | 5,084 | |
| | | | | | | | | | | | | |
See Notes to the Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
($ In Thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | | Additional
Paid-in
Capital | | | Retained
Earnings | | | Treasury
Stock | | | Accumulated
Other
Comprehensive
Income (Loss) | | | Total
Shareholders’
Equity | |
| | | Shares | | | Amount | | | | | | |
Balance January 31, 2014 | | | 9,291,225 | | | $ | 465 | | | $ | 41,235 | | | $ | 37,201 | | | $ | (12,463 | ) | | $ | 176 | | | $ | 66,614 | |
Share-based compensation | | | — | | | | — | | | | 511 | | | | — | | | | — | | | | — | | | | 511 | |
Employee option exercises | | | 227,512 | | | | 11 | | | | 1,887 | | | | — | | | | (889 | ) | | | — | | | | 1,009 | |
Tax benefit of employee stock options | | | — | | | | — | | | | 107 | | | | — | | | | — | | | | — | | | | 107 | |
Restricted stock awards vested, net | | | 26,127 | | | | 1 | | | | (140 | ) | | | — | | | | — | | | | — | | | | (139 | ) |
Repurchases of common stock | | | — | | | | — | | | | — | | | | — | | | | (6,250 | ) | | | — | | | | (6,250 | ) |
Dividends paid | | | — | | | | — | | | | — | | | | (2,128 | ) | | | — | | | | — | | | | (2,128 | ) |
Net income | | | — | | | | — | | | | — | | | | 4,662 | | | | — | | | | — | | | | 4,662 | |
Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (875 | ) | | | (875 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance January 31, 2015 | | | 9,544,864 | | | $ | 477 | | | $ | 43,600 | | | $ | 39,735 | | | $ | (19,602 | ) | | $ | (699 | ) | | $ | 63,511 | |
Share-based compensation | | | — | | | | — | | | | 1,209 | | | | — | | | | — | | | | — | | | | 1,209 | |
Employee option exercises | | | 98,734 | | | | 5 | | | | 802 | | | | — | | | | (371 | ) | | | — | | | | 436 | |
Tax benefit of employee stock options | | | — | | | | — | | | | 65 | | | | — | | | | — | | | | — | | | | 65 | |
Restricted stock awards vested, net | | | 22,692 | | | | 1 | | | | (1 | ) | | | — | | | | (49 | ) | | | — | | | | (49 | ) |
Dividends paid | | | — | | | | — | | | | — | | | | (2,048 | ) | | | — | | | | — | | | | (2,048 | ) |
Net income | | | — | | | | — | | | | — | | | | 4,525 | | | | — | | | | — | | | | 4,525 | |
Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (276 | ) | | | (276 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance January 31, 2016 | | | 9,666,290 | | | $ | 483 | | | $ | 45,675 | | | $ | 42,212 | | | $ | (20,022 | ) | | $ | (975 | ) | | $ | 67,373 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Accumulated
Other
Comprehensive
Income (Loss) | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 9,996,120 | | | $ | 500 | | | $ | 50,016 | | | $ | 45,700 | | | $ | (32,397 | ) | | $ | (172 | ) | | $ | 63,647 | |
| | | — | | | | — | | | | 1,886 | | | | — | | | | — | | | | — | | | | 1,886 | |
Employee option exercises | | | 154,992 | | | | 7 | | | | 1,669 | | | | — | | | | (366 | ) | | | — | | | | 1,310 | |
Restricted stock awards vested, net | | | 67,447 | | | | 4 | | | | (3 | ) | | | — | | | | (234 | ) | | | — | | | | (233 | ) |
Reclassification due to adoption of ASU 2018-02 | | | — | | | | — | | | | — | | | | 14 | | | | — | | | | — | | | | 14 | |
Common Stock—cash dividend—$0.28 per share | | | — | | | | — | | | | — | | | | (1,933 | ) | | | — | | | | — | | | | (1,933 | ) |
| | | — | | | | — | | | | — | | | | 5,730 | | | | — | | | | — | | | | 5,730 | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | (646 | ) | | | (646 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 10,218,559 | | | $ | 511 | | | $ | 53,568 | | | $ | 49,511 | | | $ | (32,997 | ) | | $ | (818 | ) | | $ | 69,775 | |
| | | — | | | | — | | | | 1,775 | | | | — | | | | — | | | | — | | | | 1,775 | |
Employee option exercises | | | 65,121 | | | | 3 | | | | 790 | | | | — | | | | (11 | ) | | | — | | | | 782 | |
Restricted stock awards vested, net | | | 59,930 | | | | 3 | | | | (3 | ) | | | — | | | | (469 | ) | | | — | | | | (469 | ) |
Common Stock—cash dividend—$0.28 per share | | | — | | | | — | | | | — | | | | (1,972 | ) | | | — | | | | — | | | | (1,972 | ) |
| | | — | | | | — | | | | — | | | | 1,759 | | | | — | | | | — | | | | 1,759 | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | (275 | ) | | | (275 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 10,343,610 | | | $ | 517 | | | $ | 56,130 | | | $ | 49,298 | | | $ | (33,477 | ) | | $ | (1,093 | ) | | $ | 71,375 | |
| | | — | | | | — | | | | 1,819 | | | | — | | | | — | | | | — | | | | 1,819 | |
Employee option exercises | | | 16,487 | | | | 1 | | | | 103 | | | | — | | | | — | | | | — | | | | 104 | |
Restricted stock awards vested, net | | | 64,997 | | | | 3 | | | | (3 | ) | | | — | | | | (111 | ) | | | — | | | | (111 | ) |
Common Stock—cash dividend—$0.07 per share | | | — | | | | — | | | | — | | | | (497 | ) | | | — | | | | — | | | | (497 | ) |
| | | — | | | | — | | | | — | | | | 1,284 | | | | — | | | | — | | | | 1,284 | |
Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 709 | | | | 709 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 10,425,094 | | | $ | 521 | | | $ | 58,049 | | | $ | 50,085 | | | $ | (33,588 | ) | | $ | (384 | ) | | $ | 74,683 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See Notes to the Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended January 31
(In Thousands)
| | | | | | | | |
| | | 2016 | | | 2015 | |
Cash Flows from Operating Activities: | | | | | | | | |
Net Income | | $ | 4,525 | | | $ | 4,662 | |
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: | | | | | | | | |
Depreciation and Amortization | | | 2,065 | | | | 2,063 | |
Share-Based Compensation | | | 1,209 | | | | 511 | |
Deferred Income Tax Benefit | | | (422 | ) | | | (636 | ) |
Excess Tax Benefit From Share-Based Compensation | | | (65 | ) | | | (107 | ) |
Write-down of Asset Held for Sale | | | — | | | | 220 | |
Changes in Assets and Liabilities, Net of Impact of Acquisitions: | | | | | | | | |
Accounts Receivable | | | (1,285 | ) | | | (2,741 | ) |
Inventories | | | 600 | | | | (404 | ) |
Accounts Payable and Accrued Expenses | | | 151 | | | | 810 | |
Income Taxes Payable | | | 412 | | | | (1,747 | ) |
Other | | | 537 | | | | (1,140 | ) |
| | | | | | | | |
Net Cash Provided by Operating Activities | | | 7,727 | | | | 1,491 | |
| | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | |
Proceeds from Sales/Maturities of Securities Available for Sale | | | 9,978 | | | | 12,885 | |
Purchases of Securities Available for Sale | | | (5,192 | ) | | | (9,306 | ) |
Acquisition of RITEC’s Aerospace Printer Business | | | (7,360 | ) | | | — | |
Net Proceeds Received for Sale of Asset Held for Sale | | | 1,698 | | | | — | |
Release of Funds Held in Escrow From Sale of Grass | | | — | | | | 1,800 | |
Proceeds Received on Disposition of Grass Inventory | | | — | | | | 2,355 | |
Payments Received on Line of Credit and Note Receivable | | | 395 | | | | 258 | |
Additions to Property, Plant and Equipment | | | (3,061 | ) | | | (2,247 | ) |
| | | | | | | | |
Net Cash Provided (Used) by Investing Activities | | | (3,542 | ) | | | 5,745 | |
| | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | |
Net Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans, Net of Payment of Minimum Tax Withholdings | | | 387 | | | | 870 | |
Purchase of Treasury Stock | | | — | | | | (6,250 | ) |
Excess Tax Benefit from Share-Based Compensation | | | 65 | | | | 107 | |
Dividends Paid | | | (2,048 | ) | | | (2,128 | ) |
| | | | | | | | |
Net Cash Used in Financing Activities | | | (1,596 | ) | | | (7,401 | ) |
| | | | | | | | |
Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents | | | (504 | ) | | | (218 | ) |
| | | | | | | | |
Net Increase (Decrease) in Cash and Cash Equivalents | | | 2,085 | | | | (383 | ) |
Cash and Cash Equivalents, Beginning of Year | | | 7,958 | | | | 8,341 | |
| | | | | | | | |
Cash and Cash Equivalents, End of Year | | $ | 10,043 | | | $ | 7,958 | |
| | | | | | | | |
Supplemental Information: | | | | | | | | |
Cash Paid During the Period for: | | | | | | | | |
Income Taxes, Net of Refunds | | $ | 2,257 | | | $ | 4,566 | |
| | | | | | | | | | | | |
| | | | | | | | | | |
Cash Flows from Operating Activities: | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | $ | 1,284 | | | $ | 1,759 | | | $ | 5,730 | |
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: | | | | | | | | | | | | |
Depreciation and Amortization | | | 5,983 | | | | 6,284 | | | | 6,152 | |
Amortization of Debt Issuance Costs | | | 75 | | | | 49 | | | | 51 | |
| | | 1,819 | | | | 1,775 | | | | 1,886 | |
Deferred Income Tax Provision (Benefit) | | | (1,021 | ) | | | (1,638 | ) | | | (1,638 | ) |
Changes in Assets and Liabilities: | | | | | | | | | | | | |
| | | 2,702 | | | | 3,594 | | | | (1,493 | ) |
| | | 4,247 | | | | (3,938 | ) | | | (2,872 | ) |
Accounts Payable and Accrued Expenses | | | (57 | ) | | | (2,732 | ) | | | (2,342 | ) |
| | | 1,482 | | | | (1,773 | ) | | | (151 | ) |
| | | (970 | ) | | | (156 | ) | | | (318 | ) |
| | | | | | | | | | | | | |
Net Cash Provided by Operating Activities | | | 15,544 | | | | 3,224 | | | | 5,005 | |
| | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | |
Proceeds from Sales/Maturities of Securities Available for Sale | | | — | | | | — | | | | 1,511 | |
Cash Paid for Honeywell Asset Purchase and License Agreement | | | — | | | | — | | | | (400 | ) |
Additions to Property, Plant and Equipment | | | (2,587 | ) | | | (2,906 | ) | | | (2,645 | ) |
| | | | | | | | | | | | | |
Net Cash Used by Investing Activities | | | (2,587 | ) | | | (2,906 | ) | | | (1,534 | ) |
| | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | |
Net Proceeds Employee Stock Option Plans | | | 9 | | | | 654 | | | | 1,228 | |
Net Cash Proceeds from Share Purchases under Employee Stock Purchase Plan | | | 95 | | | | 128 | | | | 82 | |
Net Cash Used for Payment of Taxes Related to Vested Restricted Stock | | | (111 | ) | | | (469 | ) | | | (233 | ) |
Net ( Repayments ) /Borrowing s under Revolving Credit Facility | | | (6,500 | ) | | | 5,000 | | | | 1,500 | |
Payment of Minimum Guarantee Royalty Obligation | | | (2,000 | ) | | | (1,875 | ) | | | (1,625 | ) |
Proceeds from Long-Term Debt – PPP Loan | | | 4,422 | | | | — | | | | — | |
Proceeds from Long-Term Debt Borrowings | | | 15,232 | | | | — | | | | — | |
| | | (11,732 | ) | | | — | | | | — | |
Principal Payments on Long-Term Debt | | | (3,958 | ) | | | (5,208 | ) | | | (5,130 | ) |
Payments of Debt Issuance Costs | | | (100 | ) | | | — | | | | — | |
| | | (497 | ) | | | (1,972 | ) | | | (1,933 | ) |
| | | | | | | | | | | | | |
Net Cash Used by Financing Activities | | | (5,140 | ) | | | (3,742 | ) | | | (6,111 | ) |
| | | | | | | | | | | | | |
Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents | | | (627 | ) | | | 139 | | | | (3 | ) |
| | | | | | | | | | | | | |
Net Increase (Decrease) in Cash and Cash Equivalents | | | 7,190 | | | | (3,285 | ) | | | (2,643 | ) |
Cash and Cash Equivalents, Beginning of Year | | | 4,249 | | | | 7,534 | | | | 10,177 | |
| | | | | | | | | | | | | |
Cash and Cash Equivalents, End of Year | | $ | 11,439 | | | $ | 4,249 | | | $ | 7,534 | |
| | | | | | | | | | | | | |
Supplemental Information: | | | | | | | | | | | | |
Cash Paid During the Period for: | | | | | | | | | | | | |
| | $ | 677 | | | $ | 531 | | | $ | 636 | |
Income Taxes, Net of Refunds | | $ | 446 | | | $ | 2,913 | | | $ | 3,472 | |
Schedule of non-cash financing activities: | | | | | | | | | | | | |
Value of Shares Received in Satisfaction of Option Exercise Price | | $ | — | | | $ | 11 | | | $ | 366 | |
See Notes to the Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31,
20162021, 2020 and
20152019
Note 1—Summary of Significant Accounting Policies
Basis of Presentation: Presentation:
The accompanying financial
datastatements and accompanying notes have been prepared by us pursuant to the rules and regulations of the U.S. Securities and Exchange Commission
(SEC)(“SEC”) and are presented in conformity with U.S. generally accepted accounting principles
(U.S. GAAP)(“U.S. GAAP”). Our fiscal year end is January 31. Unless otherwise stated, all years and dates refer to our fiscal year.
Principles of Consolidation:
The consolidated financial statements include the accounts of
Astro-Med,AstroNova, Inc. and its subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation.
Certain amounts in prior year’s financial statements have been reclassified to conform to the current year’s presentation.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect these financial statements and accompanying notes. Some of the more significant estimates relate to the allowances for doubtful accounts,
and credits, inventory valuation, valuation and estimated lives of intangible assets, impairment of long-lived assets,
asset held for sale, goodwill, income taxes, share-based compensation and warranty reserves. Management’s estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends, and management’s assessments of the probable future outcome of these matters. Consequently, actual results could differ from those estimates.
Cash and Cash Equivalents:
Highly liquid investments with an original maturity of 90 days or less are considered to be cash equivalents. Similar investments with original maturities beyond three months are classified as securities available for sale.
Cash of $2,959,000At January 31, 2021 and
$2,995,0002020, $4.6 million and $3.4 million, respectively, was held in foreign bank
accounts at January 31, 2016 and 2015, respectively.Securities Available for Sale:Securities available for sale are carried at fair value based on quoted market prices, where available. The difference between cost and fair value, net of related tax effects, is recorded as a component of accumulated other comprehensive loss in shareholders’ equity.
accounts.
Inventories are stated at the lower of cost
(first-in, (first-in,
first-out)
or
marketnet realizable value and include material, labor and manufacturing overhead.
Property, Plant and Equipment:
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets (land improvements—10 to 20 years; buildings and
leasehold improvements—10 to 45 years; machinery and equipment—3 to 10
years and computer equipment and software—3 to 10 years).
Depreciation expense was $1,567,000 for fiscal 2016 and $1,361,000 for 2015.
Revenue Recognition:Astro-Med’s product sales
We recognize revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (“Topic 606”).” The core principle of Topic 606 is to recognize revenue when promised goods or services are
transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five step process to recognize revenue and requires more judgment and estimates within the revenue recognition process than required under previous U.S. GAAP, including identifying contracts with customers, identifying performance obligations in the contract, determining and estimating the amount of any variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation and recognizing revenue when the entity satisfies each performance obligation. The vast majority of our revenue is generated from the sale of distinct products. Revenue is measured as the amount of consideration we expect to receive in exchange for such products, which is generally at the contractually stated prices, and is recognized when allwe satisfy a performance obligation by transferring control of the following criteria have been met: persuasive evidencea product to a customer. The transfer of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legalcontrol generally occurs at one point in time, upon shipment, when title and risk of loss have passedpass to the customer; and collectability is reasonably assured.customer. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rightsrevenue. Sales taxes and value added taxes collected concurrently with revenue generating activities are excluded from revenue.
Many of the contracts entered into with customers are
not included in sales arrangements. Revenue associatedcommonly comprised of a combination of equipment, supplies, installation and/or training services. We determine performance obligations by assessing whether the products or services are distinct from other elements of the contract. In order to be distinct, the product must perform either on its own or with
products that contain specific customer acceptance criteria is not recognized beforereadily available resources and must be separate within the
customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales while related shipping and handling costs are included in costcontext of
sales.The majoritythe contract.
Most of our
equipment containshardware products contain embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as 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.Our multiple-element arrangements are generally comprised of a combination of equipment, software, installation and/or training services. Hardware and software elements are typically delivered at the same time and are accounted for as a single performance obligation for which revenue is recognized at the point in time when allownership is transferred to the revenue recognition criteria for each unit are met. Delivery of installationcustomer.
Installation and training services will vary based on certain factors such as the complexity of the equipment, staffing availability in a geographic location and customer preferences, and can range from a few days to a few months. ServiceThe delivery of installation and training services are not assessed to determine whether they are separate performance obligations, as the amounts are not material to the contract.
Shipping and handling activities that occur after control over a product has transferred to a customer are accounted for as fulfillment activities rather than performance obligations, as allowed under a practical expedient provided by Topic 606. The shipping and handling fees charged to customers are recognized as revenue and the related costs are included in cost of revenue at the point in time when ownership of the product is deferredtransferred to the customer.
We may perform service at the request of the customer, generally for the repair and
recognized overmaintenance of products previously sold. These services are short in duration and total less than 10% of revenue for the
contractual period oryears ended January 31, 2021 and 2020. Revenue is recognized as services are rendered and accepted by the customer.
We also provide service agreements on certain of our Product Identification equipment. Service agreements are purchased separately from the equipment and provide for the right to obtain service and maintenance on the equipment for a period of typically one to two years. Accordingly, revenue on these agreements is recognized over the term of the agreements. The portion of service agreement contracts that are uncompleted at the end of any reporting period are included in deferred revenue.
We generally provide warranties for our products. The standard warranty period is typically 12 months for most hardware products except for airborne printers, which typically have
evaluatedwarranties that extend for3-5
years, consistent with industry practice. Such assurance-type warranties are not deemed to be separate performance obligations from the
deliverableshardware product and costs associated with providing the warranties are accrued in
accordance with ASC 450, “Contingencies,” as we have the ability to ascertain the likelihood of the liability and can reasonably estimate the amount of the liability. Our estimate of costs to service the warranty obligations is based on historical experience and expectations of future conditions. To the extent that our
multiple-element arrangements and concludedexperience in warranty claims or costs associated with servicing those claims differ from the original estimates, revisions to the estimated warranty liability are recorded at that
theytime, with an offsetting adjustment to cost of revenue. On occasion, customers request a warranty period longer than our standard warranty. In those instances, in which extended warranty services are
separate units of accounting if the delivered item or items have valueseparately quoted to the customer,
on a standalone basisan additional performance obligation is created, and
delivery or performancethe associated revenue is deferred and recognized as service revenue ratably over the term of the
undelivered item(s)extended warranty period. The portion of service contracts and extended warranty services agreements that are uncompleted at the end of any reporting period are included in deferred revenue. We recognize an asset for the incremental direct costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. Costs related to obtaining sales contracts for our aerospace printer products have been capitalized and are being amortized based on the forecasted number of units sold over the estimated benefit term. We apply the practical expedient to expense costs incurred for costs to obtain a contract when the amortization period would have been less than a year. These costs include sales commissions paid to the internal direct sales team as well as to third-party representatives and distributors. Contractual
agreements with each of these parties outline commission structures and rates to be paid. Generally speaking, the contracts are all individual procurement decisions by the customers and do not include renewal provisions and as such the majority of the contracts have an economic life of significantly less than a year.
Accounts Receivables and Allowance for Doubtful Accounts:
is
considered probable and substantially in our control. We allocate revenue to each element in our multiple-element arrangementsextended based upon
their relative selling prices. We determinean evaluation of the
selling price for each deliverablecustomer’s financial condition. In circumstances where we are aware of a customer’s inability to meet its financial obligations, an allowance is established. The remainder of the allowance established is based on a
selling price hierarchy. The selling price for a deliverable is based on vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, orvariety of factors, including the age of amounts outstanding relative to their contractual due date, historicalwrite-off
experience and current market assessments. Accounts receivable are stated at their estimated
selling price (ESP) if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element has been met.Infrequently, Astro-Med recognizes revenue for non-recurring engineering (NRE) fees 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. NRE fees have not been significant in the periods presented herein.
Infrequently, Astro-Med receives requests from customers to hold product purchased from us for the customer’s convenience. Revenue is recognized for such bill and hold arrangements in accordance with the requirements of SEC Staff Accounting Bulletin No. 104 which requires, among other things, the existence of a valid business purpose for the arrangement; the transfer of ownership of the purchased product; a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the readiness of the product for shipment; the use of customary payment terms; no continuing performance obligation by us; and segregation of the product from our inventories.
net realizable value.
Research and Development Costs:Astro-Med charges
costs to expense in the period incurred, and these expenses are presented in the consolidated statement of income.
IncludedThe following costs are included in research and development
expense are the following:expense: salaries and benefits, external engineering service costs, engineering related information costs and supplies.
Foreign Currency Translation:
The financial statements of foreign subsidiaries and branches are measured using the local currency as the functional currency. Foreign
currency denominatedcurrency-denominated assets and liabilities are translated into U.S. dollars at
year-end
exchange rates with the translation adjustment recorded as a component of accumulated comprehensive income (loss) in shareholders’ equity. Revenues and expenses are translated at the
average monthly
average exchange
rates.rates in effect during the related period. We do not provide for U.S. income taxes on foreign currency translation adjustments associated with our
German subsidiarysubsidiaries in Germany, Denmark and China since
itstheir undistributed earnings are considered to be permanently invested.
OurIncluded in our consolidated statements of income was a net
transactional foreign exchange
losses were $323,000gain of $0.6 million in fiscal 2021, and
$219,000a net transaction foreign exchange loss of $0.4 million in fiscal 2020 and $0.7 million for fiscal
2016 and 2015, respectively.2019.
Advertising:Astro-Med expenses
We
advertising costs as incurred. Advertising costs including advertising production, trade shows and other activities are designed to enhance demand for our products and amounted to approximately
$1,058,000$0.9 million; $1.8 million and
$1,717,000$1.9 million in fiscal
20162021, 2020 and
2015,2019, respectively.
Long-lived assets to be held and used 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, as determined by the discounting of future cash flows. For both 2016 and 2015, theseThere were no0 impairment charges for our long-lived assets.
Assets Held for Sale:Assets held for sale are reported at the lower of costassets in fiscal years 2021, 2020 or fair value. Cost to sell are accrued separately. Astro-Med’s former Grass facility located in Rockland, Massachusetts met the held for sale classification criteria for the period ended January 31, 2015. The Company estimated the fair value of the Rockland facility using the market values for similar properties and estimated the fair value less the cost to sell and was considered a Level 2 asset in as defined in ASC 820, “Fair Value Measurements.” Refer to Note 20, “Fair Value Measurements,” for further details.
2019.
Intangible assets include the value of customer
and distributor relationships,
existing technology andnon-competition
agreements
and backlog rights acquired in connection with business
and asset acquisitions and are stated at cost (fair value at acquisition) less accumulated amortization. These intangible assets have a definite life and are amortized over the assets’ useful lives using a systematic and rational basis which is representative of the assets’ use. Intangible assets with a definite life are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. If necessary, an impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The amount of the impairment loss recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis.
For both 2016 and 2015, thereThere were
no0 impairment charges for
our intangible
assets.assets in fiscal years 2021, 2020 or 2019.
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. 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 assessedtested for impairment at the reporting unit level. A reporting unit is an operating segment, or a 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 aggregated as a single reporting unit if they have similar economic characteristics. We determined that each of our operating segments (Product Identification and T&M) represents a reporting unit for purposes of goodwill impairment testing.
The accounting guidance related to
determine whether furthergoodwill impairment testing
allows for the performance of an optional qualitative assessment of whether it 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
qualitative 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. Additionally, we can elect to forgo the qualitative assessment and perform the quantitative test. 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
thea blended income and market approach. The income approach
is based
uponon a discounted cash flow
model. We believe that this approach is appropriate because itmodel and provides a fair value estimate based upon the reporting unit’s expected
long–termlong-term operating cash flow performance.
In addition, the Company uses theThe market approach,
which compares the reporting unit to
publicly-tradedpublicly traded companies and transactions involving similar business,
to support the conclusions based upon the income approach. The income approachand 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.
We performed a qualitative assessment for our 2016 analysis If the fair value of goodwill. Based on this assessment, management doesthe reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not believe that it is more likely than not thatimpaired. 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. We performed a quantitative analysis of the reporting units exceed theiras of January 31, 2021 and determined that the fair values. Accordingly,value was in excess of our carrying value and therefore, no goodwill impairment has occurred. See Note 3, “Goodwill,” for further testing was performeddetails.
On February 1, 2019 we adopted ASC 842, Leases. This guidance requires a lessee to recognize assets and liabilities on the balance sheet for all leases, with the result being the recognition of a right of use (ROU) asset and a lease liability. The lease liability is equal to the present value of the minimum lease payments for the term of the lease, including any optional renewal periods determined to be reasonably certain to be exercised, using a discount rate determined at lease commencement. This discount rate is the rate implicit in the lease, if known; otherwise, the incremental borrowing rate for the expected lease term is used. Our incremental borrowing rate approximates the rate we would have to pay to borrow on a collateralized basis over a similar term at lease inception. The value of the ROU asset is equal to the initial measurement of the lease liability plus any lease payments made to the lessor at or before the commencement date and any unamortized initial direct costs incurred by the lessee, less any unamortized lease incentives received. Several of our lease contracts include options to extend the lease term and we include the renewal options for these leases in the determination of the ROU asset and lease liability when the likelihood of renewal is determined to be reasonably certain. We enter into lease contracts for certain of our facilities at various locations worldwide. At inception of a contract, we determine whether the contract is or contains a lease. If we have a right to obtain substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the asset, then the contract contains a lease.
There are two types of leases, operating leases and finance leases. Lease classification is determined at lease commencement. We have made an accounting policy election to apply the short-term exception, which does not require the capitalization of leases with terms of 12 months or less. All of our leases are classified as
management believes that thereoperating leases. Operating lease expense is recognized on a straight-line basis over the lease term and included in general and administrative expense on the consolidated statement of income. ROU assets are
no impairment issuesclassified in
regards to goodwill at this time.other long-term assets, short-term lease liabilities are classified in other current liabilities, and long-term lease liabilities are classified in other long-term liabilities in the consolidated balance sheet. In the statement of cash flow, payments for operating leases are classified as operating activities.
In addition, several of our lease agreements includenon-lease
components for items such as common area maintenance and utilities which are accounted for separately from the lease component. Income Taxes:Astro-Med uses
the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and tax basis of the assets and liabilities and are measured using
enactedstatutory tax rates that will be in effect when the differences are expected to reverse.
Our deferred taxes are presented asnon-current
in the accompanying consolidated balance sheet. An allowance against deferred tax assets is recognized when it is
more-likely-than-not
that some portion or all of the deferred tax assets will not be realized. At January 31,
20162021 and
2015,2020, a valuation allowance was provided for deferred tax assets attributable to certain
statedomestic R&D credit carryforwards.
Astro-Med accounts In addition, during fiscal 2021, we provided a valuation allowance for deferred tax assets attributable to foreign tax credit carryforwards which would expire unused.
We account for uncertain tax positions in accordance with the guidance provided in ASC 740, “Accounting for Income Taxes.” This guidance describes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return and requires recognition of tax benefits that satisfy a
more-likely-than-not
threshold. ASC 740 also provides guidance on
de-recognition,
classification, interest and penalties, accounting in interim periods and disclosure.
On December 22, 2017, the 2017 Tax Cuts and Jobs Act (“Tax Act”) was enacted into law 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. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The legislation had sweeping effects including various types of economic relief for impacted businesses and industries. One such relief provision was the Paycheck Protection Program, which provided short-term cash flow assistance to finance employee payroll and qualified expenses. On May 6, 2020, we entered into a loan agreement with, and executed a promissory note in favor of Greenwood Credit Union (“Greenwood”) pursuant to which we borrowed $4.4 million (the “PPP Loan”). On December 27, 2020 the Consolidated Appropriations Act, 2021, H.R. 133 was signed into law. The legislation permits the deductibility of expenses to the extent that the payment of such expenses results (or is expected to result) in the forgiveness of a loan (covered loan) guaranteed under the Paycheck Protection Program. We have fully utilized the PPP Loan proceeds for qualifying expenses and, subsequent to year end, have applied for forgiveness of the PPP Loan (including all associated accrued interest) in accordance with the terms of the CARES Act, as amended by the PPP Flexibility Act. Consistent with the legislation, we expect to deduct the full $4.4 million of qualified expenses on our 2020 federal tax return.
Net Income Per Common Share:
Basic net income per share is based on the weighted average number of shares outstanding during the period. Diluted net income per share is based on the basic weighted average number of shares and potential common equivalent shares for stock options, restricted stock awards and restricted stock units outstanding during the period using the treasury stock method. In fiscal years
20162021, 2020 and
2015,2019, there were
425,200642,623; 202,187 and
156,600,326,275, respectively, of common equivalent shares that were not included in the computation of diluted net income per common share because their inclusion would be anti-dilutive.
Allowance for Doubtful Accounts:In circumstances where we are aware of a customer’s inability to meet its financial obligations, an allowance is established. The majority of accounts are individually evaluated on a regular basis and allowances are established to state such receivables at their net realizable value. The remainder of the allowance is based upon historical write-off experience and current market assessments.
Fair Value
of Financial Instruments:Our financial instruments consist of cash and cash equivalents, investment securities, accounts receivable, a note receivable, a line of credit receivable and accounts payable. The carrying amount reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term nature of these items. Investment securities, all of which are available for sale, are carried in the consolidated balance sheets at fair value based on quoted market prices, when available. The note receivable is carried in the consolidated balance sheets at fair value based on the present value of the discounted cash flows over the life of the note.The Company measures assets held for sale at fair value on a nonrecurring basis and records impairment charges when the assets are deemed to be impaired.
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 of 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 grant and has assessed the expected risk tolerance of different option groups. The risk-free interest rate 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.
The cash flow from the tax benefits that are a result of tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) are classified as a cash inflow from financing activities and a cash outflow from operating activity. Tax deductions from certain stock option exercises are treated as being realized when they reduce taxes payable in accordance with relevant tax law.
Recent Accounting Pronouncements:
Leases
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, “Leases (Topic 842).” ASU 2016-02 will supersede current guidance related to accounting for leases and is intended to increase transparency and comparability among organizations by requiring lessees to recognize assets and liabilities in the balance sheet for operating leases with lease terms greater than twelve months. The update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (Q1 fiscal 2020 for Astro-Med), with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. The Company is currently evaluating the effect of this new guidance on the Company’s consolidated financial statements.
Income Taxes
In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740).” ASU 2015-17 amended guidance applicable to the presentation of income taxes and requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. This amendment represents a change in accounting principle and is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. As permitted by the standard, we adopted the new presentation retrospectively, beginning on February 1, 2014. As a result, all of the Company’s deferred taxes are presented as non-current in the accompanying consolidated balance sheets for the periods ended January 31, 2016 and 2015.
Inventory
In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330).” ASU 2015-11 requires inventory to be measured at the lower of cost and net realizable value instead of at lower of cost or market. This guidance does not apply to inventory that is measured using last-in, first out (LIFO) or the retail inventory method but applies to all other inventory including inventory measured using first-in, first-out (FIFO) or the average cost method. ASU 2015-11 will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years (Q1 fiscal 2018 for Astro-Med) and should be applied prospectively. Early adoption is permitted as of the beginning of an interim or annual reporting period. Astro-Med is currently evaluating the effect of this new guidance on the Company’s consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 completes the joint effort by the FASB and International Accounting Standards Board (IASB) to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards (IFRS). ASU 2014-09 applies to all companies that enter into contracts with customers to transfer goods or services. In August 2015, the FASB modified ASU 2014-09 to be effective for annual reporting periods beginning after December 15, 2017 (Q1 fiscal 2019 for Astro-Med), including interim periods within that reporting period. As modified, the FASB permits the adoption of the new revenue standard early, but not before annual periods beginning after December 15, 2016. Entities have the choice to apply ASU 2014-09 either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying ASU 2014-09 at the date of initial application and not adjusting comparative information. The Company is currently evaluating the requirements of ASU 2014-09 and has not yet determined its impact on the Company’s consolidated financial statements.
Note 2—Acquisition
On June 19, 2015, Astro-Med completed the acquisition of the aerospace printer product line for civil and commercial aircraft from Rugged Information Technology Equipment Corporation (RITEC) under the terms of an Asset Purchase Agreement dated June 18, 2015. The products of RITEC consist of aerospace printers for use in commercial aircraft sold primarily to aircraft manufacturers, tier one contractors and directly to airlines around the world. Astro-Med’s aerospace printer product line is part of the Test & Measurement (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 fiscal 2016.
The purchase price of the acquisition was $7,360,000 which was funded using available cash and investment securities. Of the $7,360,000 purchase price, $750,000 is being held in escrow for twelve months following the acquisition date to support an indemnity to the Company in the event of any breach in the representations, warranties or covenants of RITEC. The assets acquired consist principally of accounts receivables and certain intangible assets. Acquisition related costs of approximately $109,000 are included in the general and administrative expenses in the Company’s consolidated statements of income for fiscal year ended 2016. The acquisition was accounted for under the acquisition method in accordance with the guidance provided by FASB ASC 805, “Business Combinations.”
Astro-Med also entered into a Transition Services Agreement, under which RITEC will provide transition services and continue to manufacture products in the acquired product line until the Company transitions the manufacturing to its West Warwick, Rhode Island facility, which the Company anticipates will occur in the second quarter of fiscal 2017. Upon expiration of the Transition Services Agreement, Astro-Med will purchase any inventory held by RITEC at its book value (net of reserves), which the Company estimates will be approximately $150,000.
Also as part of the Asset Purchase Agreement, Astro-Med entered into a License Agreement, which grants RITEC certain rights to use the intellectual property acquired by the Company in the design, development, marketing, manufacture, sale and servicing of aerospace printers for aircraft sold to the military end-user market and printers sold to other non-aircraft market segments. RITEC will pay royalties equal to 7.5% of the sales price on all products sold into the military end-user aircraft market during the first five years of the License Agreement.
The purchase price of the acquisition has been allocated on the basis of the fair value as follows:
| | | | |
| (In thousands) | | | |
Accounts Receivable | | $ | 50 | |
Identifiable Intangible Assets | | | 3,780 | |
Goodwill | | | 3,530 | |
| | | | |
Total Purchase Price | | $ | 7,360 | |
| | | | |
The fair value of the intangible assets acquired was estimated by applying the income approach. This fair value measurement is based on significant inputs that are not observable in the market and therefore, represent a Level 3 measurement as defined in ASC 820, “Fair Value Measurement and Disclosure.” Key assumptions include (1) a weighted average cost of capital of 15.5%; (2) a range of earnings projections from $110,000-$700,000 and (3) a range of contract renewal probability from 30%-100%.
Goodwill of $3,530,000, which is deductible for tax purposes, represents the excess of the purchase price over the estimated fair value assigned to the tangible and identifiable intangible assets acquired from RITEC. The carrying amount of the goodwill was allocated to the T&M segment of the Company.
The following table reflects the fair value of the acquired identifiable intangible assets and related estimated useful lives:
| | | | | | | | |
| (In thousands) | | Fair
Value | | | Useful Life
(Years) | |
Customer Contract Relationships | | $ | 2,830 | | | | 10 | |
Non-Competition Agreement | | | 950 | | | | 5 | |
| | | | | | | | |
Total | | $ | 3,780 | | | | | |
| | | | | | | | |
Assuming the acquisition of RITEC occurred on February 1, 2014, the impact on net sales, net income and earnings per share would not have been material to the Company for the years ended January 31, 2016 and 2015.
Note 3—Intangible Assets
Intangible assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | January 31, 2016 | | | January 31, 2015 | |
| (In thousands) | | Gross
Carrying
Amount | | | Accumulated
Amortization | | | Net
Carrying
Amount | | | Gross
Carrying
Amount | | | Accumulated
Amortization | | | Net
Carrying
Amount | |
Miltope: | | | | | | | | | | | | | | | | | | | | | | | | |
Customer Contract Relationships | | $ | 3,100 | | | $ | (758 | ) | | $ | 2,342 | | | $ | 3,100 | | | $ | (402 | ) | | $ | 2,698 | |
Backlog | | | — | | | | — | | | | — | | | | 300 | | | | (300 | ) | | | — | |
RITEC: | | | | | | | | | | | | | | | | | | | | | | | | |
Customer Contract Relationships | | | 2,830 | | | | (31 | ) | | | 2,799 | | | | — | | | | — | | | | — | |
Non-Competition Agreement | | | 950 | | | | (111 | ) | | | 839 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Intangible assets, net | | $ | 6,880 | | | $ | (900 | ) | | $ | 5,980 | | | $ | 3,400 | | | $ | (702 | ) | | $ | 2,698 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
There were no impairments to intangible assets during the periods ended January 31, 2016 and 2015. Amortization expense of $498,000 and $702,000 in regards to the above acquired intangibles has been included in the consolidated statements of income for years ended January 31, 2016 and 2015, respectively.
Estimated amortization expense for the next five years is as follows:
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | |
Estimated amortization expense | | $ | 715 | | | $ | 774 | | | $ | 769 | | | $ | 803 | | | $ | 706 | |
Note 4—Securities Available for Sale
Pursuant to our investment policy, securities available for sale include state and municipal securities with various contractual or anticipated maturity dates ranging from one month to three years. These securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss), net of taxes in shareholders’ equity until realized. Realized gains and losses from the sale of available for sale securities, if any, are determined on a specific identification basis. A decline in the fair value of any available for sale security below cost that is determined to be other than temporary will result in a write-down of its carrying amount to fair value. No such impairment charges were recorded for any period presented. All short-term investment securities have original maturities greater than 90 days.
The fair value, amortized cost and gross unrealized gains and losses of the securities are as follows:
| | | | | | | | | | | | | | | | |
| | | Amortized
Cost | | | Gross
Unrealized
Gains | | | Gross
Unrealized
Losses | | | Fair
Value | |
| (In thousands) | | | | | | | | | | | | |
January 31, 2016 | | | | | | | | | | | | | | | | |
State and Municipal Obligations | | $ | 10,363 | | | $ | 15 | | | $ | (2 | ) | | $ | 10,376 | |
| | | | | | | | | | | | | | | | |
January 31, 2015 | | | | | | | | | | | | | | | | |
State and Municipal Obligations | | $ | 15,150 | | | $ | 26 | | | $ | (2 | ) | | $ | 15,174 | |
| | | | | | | | | | | | | | | | |
The contractual maturity dates of these securities are as follows:
| | | | | | | | |
| | | January 31 | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Less than one year | | $ | 3,833 | | | $ | 9,470 | |
One to three years | | | 6,543 | | | | 5,704 | |
| | | | | | | | |
| | $ | 10,376 | | | $ | 15,174 | |
| | | | | | | | |
Actual maturities may differ from contractual dates as a result of sales or earlier issuer redemptions.
Note 5—Inventories
The components of inventories are as follows:
| | | | | | | | |
| | | January 31 | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Materials and Supplies | | $ | 10,197 | | | $ | 10,600 | |
Work-in-Progress | | | 1,025 | | | | 765 | |
Finished Goods | | | 7,491 | | | | 7,372 | |
| | | | | | | | |
| | | 18,713 | | | | 18,737 | |
Inventory Reserve | | | (3,823 | ) | | | (3,155 | ) |
| | | | | | | | |
Balance at January 31 | | $ | 14,890 | | | $ | 15,582 | |
| | | | | | | | |
Included within finished goods inventory is $1,354,000 and $1,030,000 of demonstration equipment at January 31, 2016 and 2015, respectively.
Note 6—Accrued Expenses
Accrued expenses consisted of the following:
| | | | | | | | |
| | | January 31 | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Warranty | | $ | 400 | | | $ | 375 | |
Product Replacement Cost Reserve | | | 278 | | | | 353 | |
Professional Fees | | | 328 | | | | 256 | |
Executive Retirement Package | | | — | | | | 250 | |
Dealer Commissions | | | 221 | | | | 163 | |
Other | | | 982 | | | | 946 | |
| | | | | | | | |
| | $ | 2,209 | | | $ | 2,343 | |
| | | | | | | | |
Note 7—Line of Credit
Astro-Med has a $10 million revolving line of credit available to be used as needed for ongoing working capital requirements, business acquisitions or general corporate purposes. Any borrowings made under the line of credit bear interest at either a fluctuating base rate equal to the highest of (i) the Prime Rate, (ii) 1.50% above the daily one month LIBOR, and (iii) the Federal Funds Rate in effect plus 1.50% or at a fixed rate of LIBOR plus an agreed upon margin of between 0% and 2.25%, based on the Company’s funded debt to EBITDA ratio as defined in the agreement. In addition, the agreement provides for two financial covenant requirements, namely, Total Funded Debt to Adjusted EBITDA (as defined) of not greater than 3 to 1 and a Fixed Charge Coverage Ratio (as defined) of not less than 1.25 to 1, both measured at the end of each quarter on a rolling four quarter basis. As of January 31, 2016, there have been no borrowings against this line of credit and the Company was in compliance with its financial covenants. Under the terms, the line of credit will expire on August 30, 2017.
Note 8—Note Receivable and Revolving Line of Credit Receivable
On January 30, 2012, we completed the sale of our label manufacturing operations in Asheboro, North Carolina to Label Line Ltd. The net sales price of $1,000,000 was received in the form of a promissory note issued by Label Line Ltd. and is fully secured by a first lien on various collateral, including the Asheboro plant and plant assets. The note bears interest at 3.75% and is payable in sixteen quarterly installments of principal and interest which commenced on January 30, 2013. As of January 31, 2016, $191,000 remains outstanding on this note which approximates its estimated fair value.
The terms of the Asheboro sale also included an agreement for Astro-Med to provide Label Line Ltd. with additional financing in the form of a revolving line of credit of $600,000, which is fully secured by a first lien on various collateral, including the Asheboro plant and plant assets. This line of credit bears interest at a rate equal to the United States prime rate plus an additional margin of two percent of the outstanding credit balance (5.25% at January 31, 2016). Although the initial term was for a period of one-year from the date of the sale, the agreement had been extended through January 31, 2016. As of January 31, 2016, $150,000 remains outstanding on this revolving line of credit. Subsequent to fiscal 2016 year-end, the agreement was amended to extend the term of the agreement through January 31, 2017.
Note 9—Accumulated Other Comprehensive Loss
The changes in the balance of accumulated other comprehensive loss by component are as follows:
| | | | | | | | | | | | |
| (In thousands) | | Foreign Currency
Translation
Adjustments | | | Unrealized Holding Gain (Loss)
on Available for
Sale Securities | | | Total | |
Balance at January 31, 2014 | | $ | 152 | | | $ | 24 | | | $ | 176 | |
Other Comprehensive Loss | | | (866 | ) | | | (9 | ) | | | (875 | ) |
Amounts Reclassified to Net Income | | | — | | | | — | | | | — | |
| | | | |
Net Other Comprehensive Loss | | | (866 | ) | | | (9 | ) | | | (875) | |
| | | | |
Balance at January 31, 2015 | | | (714 | ) | | | 15 | | | | (699 | ) |
Other Comprehensive Loss | | | (269 | ) | | | (7 | ) | | | (276 | ) |
Amounts Reclassified to Net Income | | | — | | | | — | | | | — | |
| | | | |
Net Other Comprehensive Loss | | | (269 | ) | | | (7 | ) | | | (276 | ) |
| | | | |
Balance at January 31, 2016 | | $ | (983 | ) | | $ | 8 | | | $ | (975 | ) |
| | | | |
The amounts presented above in other comprehensive loss are net of taxes except for translation adjustments associated with our German subsidiary.
Note 10—Shareholders’ Equity
During fiscal 2016, the Company did not repurchase any shares of its common stock except as described below in connection with the exercise of employee stock options.
During fiscal 2015, the Company repurchased 500,000 shares of the Company’s common stock from the Estate of Albert W. Ondis for an aggregate purchase price of $6,250,000. Prior to entering into the Stock Purchase Agreement, the Company obtained an opinion from an independent investment banking firm as to the fairness, from a financial point of view, to the public shareholders of the Company other than the selling shareholders, of the consideration paid by the Company in the transaction. The purchase was funded using existing cash on hand. This transaction did not impact the number of shares authorized for repurchase under the Company’s current repurchase program.
During fiscal 2016 and 2015, certain of the Company’s employees delivered a total of 29,939 and 62,797 shares, respectively, of the Company’s common stock to satisfy the exercise price and related taxes for stock options exercised and restriction stock vesting. The shares delivered were valued at a total of $420,000 and $889,000, respectively, and are included in treasury stock in the accompanying consolidated balance sheets at January 31, 2016 and 2015. These transactions did not impact the number of shares authorized for repurchase under the Company’s current repurchase program.
As of January 31, 2016, the Company’s Board of Directors has authorized the purchase of up to an additional 390,000 shares of the Company’s common stock on the open market or in privately negotiated transactions.
Note 11—Share-Based Compensation
Astro-Med maintains the following share-based compensation plans:
Stock Plans:
Astro-Med has two equity incentive plans – the 2007 Equity Incentive Plan (the “2007 Plan”) and the 2015 Equity Incentive Plan (the “2015 Plan”). Under these plans, the Company may grant incentive stock options, non-qualified stock options, stock appreciation rights, time or performance based restricted stock units (RSUs), restricted stock awards (RSAs), and other stock-based awards to executives, key employees, directors and other eligible individuals. At January 31, 2016, 106,347 shares were available for grant under the 2007 Plan, of which 100,000 are reserved for stock options that the Company is obligated to issue to its CEO in fiscal years 2017 and 2018 pursuant to an Equity Incentive Award Agreement dated as of November 24, 2014 (the “CEO Equity Incentive Agreement”). The 2007 Plan will expire in May 2017. The 2015 Plan was approved by the Company’s shareholders at the 2015 annual meeting. The 2015 Plan authorizes the issuance of up to 500,000 shares (subject to adjustment for stock dividends and stock splits) and will expire in May 2025. At January 31, 2016, 234,264 shares were available for grant under the 2015 Plan. Options granted to date to employees under both plans vest over four years and expire after ten years. The exercise price of each stock option is established at the discretion of the Compensation Committee; however, any incentive stock options granted under the 2007 plan, and all options granted under the 2015 Plan, must be at an exercise price of not less than the fair market value of the Company’s common stock on the date of grant.
Under the plans, each non-employee director receives an automatic annual grant of ten-year options to purchase 5,000 shares of stock upon the adjournment of each shareholders meeting. Each such option is exercisable at the fair market value of the Company’s common stock as of the grant date, and vests immediately prior to the next succeeding shareholders’ meeting. During the second quarter of fiscal 2016, 25,000 options in total were granted to the non-employee directors. In addition to the automatic option grant, the Company has a Non-Employee Director Annual Compensation Program (the “Program”) which provides that each non-employee director is entitled to an annual cash retainer of $7,000 (the “Annual Cash Retainer”), plus $500 for each Board and committee meeting attended. In addition, the Chairman of the Board also receives an annual retainer of $6,000, and the Chairs of the Audit and Compensation Committees each receive an annual retainer of $4,000
(“Chair Retainer”). The non-employee directors may elect, for any fiscal year, to receive all or a portion of the Annual Cash Retainer and/or Chair Retainer (collectively the “Cash Retainer”) in the form of common stock of the Company, which will be issued under one of the Plans. If a non-employee director elects to receive all or a portion of the Cash Retainer in the form of common stock, such shares shall be issued in four quarterly installments on the first day of each fiscal quarter, and the number of shares of common stock to be issued shall be based on the fair market value of the Company’s common stock on the date such installment is payable. The common stock received in lieu of such Cash Retainer is fully vested upon issuance. However, a non-employee director who receives common stock in lieu of all or a portion of the Cash Retainer may not sell, transfer, assign, pledge or otherwise encumber the common stock prior to the first anniversary of the date on which such shares were issuable. In the event of the death or disability of a non-employee director, or a change in control of the Company, any shares of common stock issued in lieu of the Cash Retainer, shall no longer be subject to such restrictions on transfer. During fiscal 2016 and 2015, 2,947 and 2,649 shares, respectively, were awarded to non-employee directors in lieu of the Cash Retainer.
In addition, under the Program, each non-employee director receives RSAs with a value equal to $20,000 (the “Equity Retainer”) upon adjournment of each annual shareholders’ meeting. If a non-employee director is first appointed or elected to the Board of Directors effective on a date other than the annual shareholders’ meeting, on the date of such appointment or election the director shall receive a pro rata award of restricted common stock having a value based on the number of days remaining until the next annual meeting. The Equity Retainer will vest on the earlier of 12 months after the grant date or the date immediately prior to the next annual meeting of the shareholders following the meeting at which such RSAs were granted. However, a non-employee director may not sell, transfer, assign, pledge or otherwise encumber the vested common stock prior to the second anniversary of the vesting date. In the event of the death or disability of a non-employee director, or a change in control of the Company, the RSAs shall immediately vest and shall no longer be subject to such restrictions on transfer.
In March 2012 (fiscal year 2013), a portion of the Company’s executives’ long-term incentive compensation was awarded in the form of RSUs (“2013 RSUs”). The 2013 RSUs were earned based on the Company achieving specific thresholds of net sales and annual operating income as established under the fiscal 2013 Domestic Management Bonus Plan, and vested fifty percent on the first anniversary of the grant date and fifty percent on the second anniversary of the grant date, provided that the grantee was employed on each vesting date by Astro-Med or an affiliate company. All such 2013 RSUs were earned and vested as of March 2014.
In April 2013 (fiscal year 2014), the Company granted options and RSUs to officers (“2014 RSUs”). The 2014 RSUs vest as follows: twenty-five percent vest on the third anniversary of the grant date, fifty percent vest upon the Company achieving its cumulative budgeted net sales target for fiscal years 2014 through 2016 (the “Measurement Period”), and twenty-five percent vest upon the Company achieving a target average annual ORONA (operating income return on net assets as calculated under the Domestic Management Bonus Plan) for the Measurement Period. The grantee may not sell, transfer or otherwise dispose of more than fifty percent of the common stock issued upon vesting of the 2014 RSUs until the first anniversary of the vesting date. On February 1, 2014, the Company accelerated the vesting of 4,166 of the 2014 RSUs held by Everett Pizzuti in connection with his retirement. In April 2016, 9,300 of the 2014 RSUs will vest based on the Company achieving the targeted average annual ORONA for the Measurement Period and another 9,300 will vest due to the third year anniversary date of the grant.
In March 2015 (fiscal year 2016), the Company granted 50,000 options and 537 RSAs to its CEO pursuant to the CEO Equity Incentive Agreement, and 35,000 options to other key employees. The options and RSAs vest in four equal annual installments commencing on the first anniversary of the grant date.
In May 2015 (fiscal year 2016), the Company granted an aggregate of 80,000 time-based and 155,000 performance-based RSUs (“2016 RSUs”) to certain officers of the Company. The time-based 2016 RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date. The performance-based 2016 RSUs will vest over three years based upon the increase in net sales, if any, achieved each fiscal year relative to a three-year net sales increase goal. Performance-based 2016 RSUs that are earned based on organic
revenue growth will be fully vested when earned, while those earned based on revenue growth via acquisitions will vest annually over a three-year period following the fiscal year in which the revenue growth occurs. Any performance-based 2016 RSUs that have not been earned at the end of the three-year performance period will be forfeited. The expense for such shares is recognized in the fiscal year in which the results are achieved, however, the shares are not fully earned until approved by the Compensation Committee in the first quarter of the following fiscal year. Based upon revenue in fiscal 2016, 15,810 of the performance based 2016 RSUs will be earned in the first quarter of fiscal 2017.
Share-Based Compensation:
Share-based compensation expense has been recognized as follows:
| | | | | | | | |
| | | Years Ended January 31 | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Stock Options | | $ | 286 | | | $ | 234 | |
Restricted Stock Awards and Restricted Stock Units | | | 912 | | | | 270 | |
Employee Stock Purchase Plan | | | 11 | | | | 7 | |
| | | | | | | | |
Total | | $ | 1,209 | | | $ | 511 | |
| | | | | | | | |
Stock Options:
Aggregated information regarding stock options granted under the plans during the year ended January 31, 2016 is summarized below:
| | | | | | | | | | | | |
| | | Number
of Shares | | | Option Price
Per Share | | | Weighted-
Average
Option
Price Per
Share | |
Options Outstanding, January 31, 2015 | | | 656,011 | | | $ | 5.78-14.20 | | | $ | 10.01 | |
Options Granted | | | 115,000 | | | $ | 13.31-14.05 | | | $ | 13.95 | |
Options Exercised | | | (93,344 | ) | | $ | 6.22-11.90 | | | $ | 7.95 | |
Options Forfeited | | | (5,550 | ) | | $ | 8.09-14.20 | | | $ | 12.75 | |
Options Cancelled | | | (14,181 | ) | | $ | 6.22-14.20 | | | $ | 8.82 | |
| | | | | | | | | | | | |
Options Outstanding, January 31, 2016 | | | 657,936 | | | $ | 5.78-14.20 | | | $ | 11.00 | |
| | | | | | | | | | | | |
Options Exercisable, January 31, 2016 | | | 405,823 | | | $ | 5.78-14.20 | | | $ | 9.67 | |
Set forth below is a summary of options outstanding at January 31, 2016:
| | | | | | | | | | | | | | | | | | | | |
Outstanding | | | Exercisable | |
Range of Exercise prices | | Options | | | Weighted-Average
Exercise Price | | | Remaining
Contractual Life | | | Options | | | Weighted-Average
Exercise Price | |
$5.78-8.95 | | | 253,036 | | | $ | 7.79 | | | | 4.9 | | | | 226,948 | | | $ | 7.76 | |
$9.81-14.20 | | | 404,900 | | | $ | 13.01 | | | | 6.9 | | | | 178,875 | | | $ | 12.10 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 657,936 | | | | | | | | | | | | 405,823 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The fair value of each stock option granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:
| | | | |
| | | Years Ended January 31 |
| | | 2016 | | 2015 |
Risk-Free Interest Rate | | 1.58% | | 1.58% |
Expected Life (years) | | 5 | | 5 |
Expected Volatility | | 22.68% | | 26.46% |
Expected Dividend Yield | | 1.98% | | 1.98% |
The weighted-average estimated fair value of options granted during fiscal 2016 and 2015 was $2.43 and $2.85, respectively. As of January 31, 2016, there was $437,000 of unrecognized compensation expense related to the unvested stock options granted under the plans. This expense is expected to be recognized over aweighted-average period of 2.3 years.
As of January 31, 2016, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company’s common stock on January 31, 2016, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $2,442,000 for all exercisable options and $3,083,000 for all options outstanding. The weighted average remaining contractual term for these options was 6.1 years. The total aggregate intrinsic value of options exercised during fiscal 2016 and 2015 was $553,000 and $1,149,000, respectively.
Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs):
Aggregated information regarding RSUs and RSAs granted under the Plan is summarized below:
| | | | | | | | |
| | | RSAs & RSUs | | | Weighted-Average
Grant Date Fair Value | |
Outstanding at January 31, 2015 | | | 72,245 | | | $ | 9.70 | |
Granted | | | 246,335 | | | | 14.05 | |
Vested | | | (22,692 | ) | | | 14.02 | |
Expired or canceled | | | (2,800 | ) | | | 10.07 | |
| | | | | | | | |
Outstanding at January 31, 2016 | | | 293,088 | | | $ | 13.02 | |
| | | | | | | | |
As of January 31, 2016, there was $1,277,000 of unrecognized compensation expense related to unvested RSUs and RSAs. This expense is expected to be recognized over a weighted average period of 2.7 years.
Employee Stock Purchase Plan (ESPP):
Astro-Med’s ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows:
| | | | | | | | |
| | | Years Ended January 31 | |
| | | 2016 | | | 2015 | |
Shares Reserved, Beginning | | | 57,005 | | | | 60,242 | |
Shares Purchased | | | (5,405 | ) | | | (3,237 | ) |
| | | | | | | | |
Shares Reserved, Ending | | | 51,600 | | | | 57,005 | |
| | | | | | | | |
Note 12—Income Taxes
The components of income before income taxes are as follows:
| | | | | | | | |
| | | Years Ended
January 31 | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Domestic | | $ | 5,982 | | | $ | 5,401 | |
Foreign | | | 927 | | | | 1,531 | |
| | | | | | | | |
| | $ | 6,909 | | | $ | 6,932 | |
| | | | | | | | |
The components of the provision for income taxes are as follows:
| | | | | | | | |
| | | Years Ended
January 31 | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Current: | | | | | | | | |
Federal | | $ | 1,930 | | | $ | 1,666 | |
State | | | 470 | | | | 466 | |
Foreign | | | 276 | | | | 535 | |
| | | | | | | | |
| | | 2,676 | | | | 2,667 | |
| | | | | | | | |
| | |
Deferred: | | | | | | | | |
Federal | | $ | (402 | ) | | $ | (290 | ) |
State | | | 126 | | | | (107 | ) |
Foreign | | | (16 | ) | | | — | |
| | | | | | | | |
| | | (292 | ) | | | (397 | ) |
| | | | | | | | |
| | $ | 2,384 | | | $ | 2,270 | |
| | | | | | | | |
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate of 34% in both fiscal 2016 and 2015 to income before income taxes due to the following:
| | | | | | | | |
| | | Years Ended
January 31 | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Income Tax Provision at Statutory Rate | | $ | 2,349 | | | $ | 2,357 | |
State Taxes, Net of Federal Tax Effect | | | 277 | | | | 233 | |
Change in Valuation Allowance | | | 116 | | | | — | |
Change in Reserves Related to ASC 740 Liability | | | (67 | ) | | | 23 | |
Meals and Entertainment | | | 38 | | | | 41 | |
Domestic Production Deduction | | | (134 | ) | | | (164 | ) |
Share-Based Compensation | | | 21 | | | | (25 | ) |
Tax-Exempt Income | | | (23 | ) | | | (24 | ) |
R&D Credits | | | (176 | ) | | | (135 | ) |
Foreign Rate Differential | | | (65 | ) | | | (56 | ) |
Other Permanent Differences and Miscellaneous, Net | | | 48 | | | | 20 | |
| | | | | | | | |
| | $ | 2,384 | | | $ | 2,270 | |
| | | | | | | | |
The components of deferred income tax expense arise from various temporary differences and relate to items included in the statement of income. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities are as follows:
| | | | | | | | |
| | | January 31 | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Deferred Tax Assets: | | | | | | | | |
Inventory | | $ | 1,948 | | | $ | 1,666 | |
Share-Based Compensation | | | 830 | | | | 572 | |
State R&D Credits | | | 583 | | | | 371 | |
Compensation Accrual | | | 346 | | | | 417 | |
ASC 740 Liability Federal Benefit | | | 237 | | | | 304 | |
Deferred Service Contract Revenue | | | 200 | | | | 235 | |
Warranty Reserve | | | 149 | | | | 140 | |
Reserve for Doubtful Accounts | | | 140 | | | | 116 | |
Foreign Tax Credit | | | 426 | | | | 356 | |
Currency Translation Adjustment | | | 36 | | | | — | |
Other | | | 207 | | | | 298 | |
| | | | | | | | |
| | | 5,102 | | | | 4,475 | |
Deferred Tax Liabilities: | | | | | | | | |
Accumulated Tax Depreciation in Excess of Book Depreciation | | | 1,355 | | | | 766 | |
Deferred Gain on Asset Held for Sale | | | 76 | | | | 785 | |
Currency Translation Adjustment | | | — | | | | 36 | |
Other | | | 117 | | | | 87 | |
| | | | | | | | |
| | | 1,548 | | | | 1,674 | |
| | | | | | | | |
Subtotal | | | 3,554 | | | | 2,801 | |
Valuation Allowance | | | (583 | ) | | | (255 | ) |
| | | | | | | | |
Net Deferred Tax Assets | | $ | 2,971 | | | $ | 2,546 | |
| | | | | | | | |
The valuation allowance at January 31, 2016 relates to state research and development tax credit carryforwards which are expected to expire unused. The change in the valuation allowance in 2016 was an increase of approximately $328,000 due to the generation of research and development credits during the current year and a decision to fully reserve for the state tax benefits of all R&D tax credits, net of federal benefit. The change in the valuation allowance in 2015 was a decrease of approximately $3,000 and represented a decrease in the reserve due to the utilization of research and development credits during the current year, net of federal benefit.
The Company reasonably believes that it is possible that some unrecognized tax benefits, accrued interest and penalties could decrease income tax expense in the next year due to either the review of previously filed tax returns or the expiration of certain statutes of limitation. The changes in the balance of unrecognized tax benefits, excluding interest and penalties are as follows:
| | | | | | | | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Balance at February 1 | | $ | 707 | | | $ | 715 | |
Increases in prior period tax positions | | | — | | | | — | |
Increases in current period tax positions | | | 49 | | | | 87 | |
Reductions related to lapse of statute of limitations | | | (165 | ) | | | (95 | ) |
| | | | | | | | |
Balance at January 31 | | $ | 591 | | | $ | 707 | |
| | | | | | | | |
If the $591,000 is recognized, $354,000 would decrease the effective tax rate in the period in which each of the benefits is recognized and the remainder would be offset by a reversal of deferred tax assets.
During fiscal 2016 and 2015, the Company recognized a benefit of $87,000 and an expense of $43,000, respectively, related to change in interest and penalties, which are included as a component of income tax expense in the accompanying statements of income. At January 31, 2016 and 2015, the Company had accrued potential interest and penalties of $373,000 and $460,000, respectively.
The Company and its subsidiaries file income tax returns in U.S. federal jurisdictions, various state jurisdictions, and various foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations prior to fiscal year ended January 2013.
At January 31, 2016, the Company has indefinitely reinvested $4,207,000 of the cumulative undistributed earnings of its foreign subsidiary in Germany, all of which would be subject to U.S. taxes if repatriated to the U.S. Through January 31, 2016, the Company has not provided deferred income taxes on the undistributed earnings of this subsidiary because such earnings are considered to be indefinitely reinvested. Non-U.S. income taxes are, however, provided on these undistributed earnings.
Note 13—Contractual Obligations
The following table summarizes our contractual obligations:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021
and
Thereafter | |
| (In thousands) | | | | | | | | | | | | | | | | | | |
Purchase Commitments* | | $ | 22,225 | | | $ | 22,123 | | | $ | 28 | | | $ | 4 | | | $ | 70 | | | $ | – | |
Operating Lease Obligations | | | 668 | | | | 300 | | | | 251 | | | | 103 | | | | 14 | | | | – | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 22,893 | | | $ | 22,423 | | | $ | 279 | | | $ | 107 | | | $ | 84 | | | $ | – | |
| | | | | | | | | | | | | | | | | | | | | | | | |
* | Purchase commitments consist primarily of inventory and equipment purchase orders made in the ordinary course of business. |
The Company incurred rent and lease expenses in the amount of $567,000 and $614,000 for the fiscal years 2016 and 2015, respectively.
Note 14—Nature of Operations, Segment Reporting and Geographical Information
The Company’s operations consist of the design, development, manufacture and sale of specialty printers and data acquisition and analysis systems, including both hardware and software and related consumable supplies. The Company organizes and manages its business as a portfolio of products and services designed around a common theme of data acquisition and information output. The Company has two reporting segments consistent with its sales product groups: QuickLabel and Test & Measurement (T&M).
QuickLabel produces an array of high-technology digital color and monochrome label printers, labeling software and consumables for a variety of commercial industries worldwide. T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for many industries including aerospace, automotive, defense, rail, energy, industrial and general manufacturing.
Business is conducted in the United States and through foreign affiliates in Canada, Europe, Southeast Asia and Mexico. Manufacturing activities are primarily conducted in the United States. Sales and service activities
outside the United States are conducted through wholly-owned entities and, to a lesser extent, through authorized distributors and agents. Transfer prices are intended to produce gross profit margins as would be associated with an arms-length transaction.
On June 19, 2015, Astro-Med completed the asset purchase of the aerospace printer product line from RITEC. Astro-Med’s aerospace printer 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,” for further details.
The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies herein. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses.
Summarized below are the Net Sales and Segment Operating Profit (both in dollars and as a percentage of Net Sales) for each reporting segment:
| | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | Net Sales | | | Segment Operating Profit | | | Segment Operating Profit %
of Net Sales | |
| | | 2016 | | | 2015 | | | 2016 | | | 2015 | | | 2016 | | | 2015 | |
QuickLabel | | $ | 67,127 | | | $ | 59,779 | | | $ | 9,300 | | | $ | 7,259 | | | | 13.9 | % | | | 12.1 | % |
T&M | | | 27,531 | | | | 28,568 | | | | 3,664 | | | | 5,627 | | | | 13.3 | % | | | 19.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 94,658 | | | $ | 88,347 | | | | 12,964 | | | | 12,886 | | | | 13.7 | % | | | 14.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Expenses | | | | | | | | | | | 7,030 | | | | 5,655 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating Income | | | | | | | | | | | 5,934 | | | | 7,231 | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | 975 | | | | (299 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income before Income Taxes | | | | | | | | | | | 6,909 | | | | 6,932 | | | | | | | | | |
Income Tax Provision | | | | | | | | | | | 2,384 | | | | 2,270 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Income | | | | | | | | | | $ | 4,525 | | | $ | 4,662 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
No customer accounted for greater than 10% of net sales in fiscal 2016 and 2015.
Other information by segment is presented below:
| | | | | | | | |
| (In thousands) | | Assets | |
| | | 2016 | | | 2015 | |
QuickLabel | | $ | 27,143 | | | $ | 24,874 | |
T&M | | | 28,570 | | | | 22,323 | |
Corporate* | | | 22,250 | | | | 27,133 | |
| | | | | | | | |
Total | | $ | 77,963 | | | $ | 74,330 | |
| | | | | | | | |
* | Corporate assets consist principally of cash and cash equivalents, securities available for sale, and building held for sale. |
| | | | | | | | | | | | | | | | |
| (In thousands) | | Depreciation and
Amortization | | | Capital Expenditures | |
| | | 2016 | | | 2015 | | | 2016 | | | 2015 | |
QuickLabel | | $ | 690 | | | $ | 678 | | | $ | 2,284 | | | $ | 1,408 | |
T&M | | | 1,375 | | | | 1,385 | | | | 777 | | | | 839 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 2,065 | | | $ | 2,063 | | | $ | 3,061 | | | $ | 2,247 | |
| | | | | | | | | | | | | | | | |
Geographical Data
Presented below is selected financial information by geographic area:
| | | | | | | | | | | | | | | | |
| (In thousands) | | Net Sales | | | Long-Lived Assets* | |
| | | 2016 | | | 2015 | | | 2016 | | | 2015 | |
United States | | $ | 68,316 | | | $ | 61,494 | | | $ | 15,290 | | | $ | 10,422 | |
Europe | | | 16,830 | | | | 18,181 | | | | 290 | | | | 383 | |
Canada | | | 4,487 | | | | 3,934 | | | | 207 | | | | 272 | |
Asia | | | 1,741 | | | | 1,408 | | | | — | | | | — | |
Central and South America | | | 2,436 | | | | 1,919 | | | | — | | | | — | |
Other | | | 848 | | | | 1,411 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total | | $ | 94,658 | | | $ | 88,347 | | | $ | 15,787 | | | $ | 11,077 | |
| | | | | | | | | | | | | | | | |
* | Long-lived assets excludes goodwill assigned to the T&M segment of $4.5 million and $1.0 million at January 31, 2016 and 2015, respectively. |
Note 15—Employee Benefit Plans
Employee Stock Ownership Plan (ESOP):
Astro-Med has an ESOP providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’s Trustees in shares of common stock of Astro-Med. Contributions may be in cash or stock. Astro-Med did not make a contribution to the ESOP in fiscal 2016. The Company’s contribution amounted to $100,000 in fiscal 2015 and was recorded as compensation expense. All shares owned by the ESOP have been allocated to participants.
Profit-Sharing Plan:
Astro-Med sponsors a Profit-Sharing Plan (the “Plan”) which provides retirement benefits to all eligible domestic employees. The Plan allows participants to defer a portion of their cash compensation and contribute such deferral to the Plan through payroll deductions. The Company makes matching contributions up to specified levels. The deferrals are made within the limits prescribed by Section 401(k) of the Internal Revenue Code.
All contributions are deposited into trust funds. It is the policy of the Company to fund any contributions accrued. The Company’s annual contribution amounts are determined by the Board of Directors. Contributions paid or accrued amounted to $306,000 and $294,000 in fiscal 2016 and 2015, respectively.
Note 16—Product Warranty Liability
Astro-Med offers a manufacturer’s warranty for the majority of its hardware products. The specific terms and conditions of warranty vary depending upon the product sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited warranty, including parts and labor. The Company estimates the warranty costs based on historical claims experience and records a liability in the amount of such estimates at the time product revenue is recognized. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Activity in the product warranty liability, which is included in other accrued expenses in the accompanying consolidated balance sheet, is as follows:
| | | | | | | | |
| | | January 31 | |
| | | 2016 | | | 2015 | |
| (In thousands) | | | | | | |
Balance, beginning of the year | | $ | 375 | | | $ | 355 | |
Warranties issued | | | 887 | | | | 546 | |
Settlements made | | | (862 | ) | | | (526 | ) |
| | | | | | | | |
Balance, end of the year | | $ | 400 | | | $ | 375 | |
| | | | | | | | |
Note 17—Product Replacement Costs
In April 2013, tests conducted by the Company revealed that one of its suppliers had been using a non-conforming material in certain models of Astro-Med’s Test & Measurement printers. No malfunctions have been reported by customers as a result of the non-conforming material.
Upon identifying this issue, Astro-Med immediately suspended production of the printers, notified all customers and contacted the supplier who confirmed the problem. Astro-Med is continuing to work with its customers to replace the non-conforming material on existing printers with conforming material. The estimated costs associated with the replacement program were $672,000, which was based upon the number of printers shipped during the period the non-conforming material was used. Those costs were recognized and recorded in the first quarter of fiscal 2014. As of January 31, 2016, the Company had expended $394,000 in replacement costs which have been charged against this reserve. The remaining reserve amount of $278,000 is included in other accrued expenses in the accompanying consolidated balance sheet as of January 31, 2016.
Since the supplier deviated from the agreed upon specifications for the power supply while providing certificates of conformance to the original specifications, Astro-Med received a non-refundable $450,000 settlement from the supplier in January 2014 for recovery of the costs and expense associated with this issue. In addition to this cash settlement, the Company will receive lower product prices from the supplier through fiscal 2017.
Note 18—Concentration of Risk
Credit is generally extended on an uncollateralized basis to almost all customers after review of credit worthiness. Concentration of credit and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs on-going credit evaluations of its customers. The Company has not historically experienced significant credit losses on collection of its accounts receivable.
Excess cash is invested principally in investment grade government and state municipal securities. The Company has established guidelines relative to diversification and maturities that maintain safety of principal, liquidity and yield. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not historically experienced any significant losses on its cash equivalents or investments.
During the years ended January 31, 2016 and 2015, one vendor accounted for 23.7% and 21.9% of purchases, and 16.7% and 55.1% of accounts payable, respectively.
Note 19—Commitments and Contingencies
Astro-Med is subject to contingencies, including legal proceedings and claims arising in the normal course of business that cover a wide range of matters including, among others, contract and employment claims; workers compensation claims; product liability; warranty and modification; and adjustment or replacement of component parts of units sold.
Direct costs associated with the estimated resolution of contingencies are accrued at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations. It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control.
Note 20—Fair Value Measurements
Measurement:
We measure our financial assets at fair value on a recurring basis in accordance with the guidance provided in ASC 820, “Fair Value Measurement and Disclosures,” which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. In addition, ASC 820 establishes a three-tiered hierarchy for inputs used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect management’s belief about the assumptions market participants would use in pricing a financial instrument based on the best information available in the circumstances.
The fair value hierarchy is summarized as follows:
Level 1—Quoted prices in active markets for identical assets or liabilities;
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
Cash and cash
equivalents;equivalents, accounts
receivables; line of credit receivable;receivable, accounts payable,
note receivable, accrued compensation,
and other
expenses;accrued expenses and income tax payable are reflected in the consolidated balance sheet at carrying value, which approximates fair value due to the
short termshort-term nature of
the these instruments.
We are self-insured for U.S. medical and dental benefits 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 a range of expected losses, which are based on analyses of historical data. Assumptions are closely monitored and adjusted when warranted by changing circumstances. Our liability for self-insured claims is included within accrued compensation in our consolidated balance sheets and was $0.2 million and $0.6 million, as of January 31, 2021 and 2020. Share-Based Compensation:
Cash flow from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) is classified with other income tax cash flows as an operating activity.
Share-based compensation becomes deductible for determining income taxes when the related award vests, is exercised, or is forfeited depending on the type of share-based award and subject to relevant tax law.
Derivative Financial Instruments:
For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) (OCI) and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the hedged transaction affects earnings (e.g., in “Interest Expense” when the hedged transactions are interest cash flows associated with floating-rate debt, or “Other, Net” for portions reclassified relating to the remeasurement of the debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, are recognized in the statement of income during the current period.
Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)2018-13,
“Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” ASU2018-13
modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The provisions of ASU2018-13
relating to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. The remaining provisions should be applied retrospectively to all periods presented upon their effective date. We adopted the provisions of this guidance effective February 1, 2020. The adoption of this guidance did not have a material impact on our consolidated financial statements and accompanying disclosures. Recent Accounting Standards Not Yet Adopted:
In December 2019, the FASB issued an ASU2019-12,
“Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU2019-12
is effective for fiscal years beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are not electing to early adopt and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and accompanying disclosures. No other new accounting pronouncements, issued or effective during fiscal 2021, have had or are expected to have a material impact on our consolidated financial statements.
Note 2—Revenue Recognition
We derive revenue from the sale of (i) hardware including, digital color label printers and specialty OEM printing systems, portable data acquisition systems and airborne printers used in the flight deck and in the cabin of military, commercial and business aircraft, (ii) related consumable supplies including paper, labels, tags, inks, toners and ribbons, (iii) repairs and maintenance of equipment and (iv) service agreements.
Revenues disaggregated by primary geographic markets and major product types are as follows:
Primary geographical markets:
| | | | | | | | | | | | |
| | | | |
| | | | | | | | | |
| | $ | 70,911 | | | $ | 83,671 | | | $ | 83,668 | |
| | | 29,029 | | | | 29,617 | | | | 31,574 | |
| | | 5,574 | | | | 5,719 | | | | 6,692 | |
| | | 5,105 | | | | 8,316 | | | | 8,207 | |
Central and South America | | | 3,950 | | | | 4,145 | | | | 4,147 | |
| | | 1,464 | | | | 1,978 | | | | 2,369 | |
| | | | | | | | | | | | | |
| | $ | 116,033 | | | $ | 133,446 | | | $ | 136,657 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | |
| | | | | | | | | |
| | $ | 34,111 | | | $ | 48,959 | | | $ | 53,207 | |
| | | 71,772 | | | | 71,838 | | | | 71,178 | |
| | | 10,150 | | | | 12,649 | | | | 12,272 | |
| | | | | | | | | | | | | |
| | $ | 116,033 | | | $ | 133,446 | | | $ | 136,657 | |
| | | | | | | | | | | | | |
Contract Assets and Liabilities
We normally do not have contract assets, which are primarily unbilled accounts receivable that are conditional on something other than the passage of time.
Our contract liabilities, which represent billings in excess of revenue recognized, are related to advanced billings for purchased service agreements and extended warranties. Contract liabilities were $285,000 and $466,000 at January 31, 2021 and January 31, 2020, respectively, and are recorded as deferred revenue in the consolidated balance sheet. The decrease in the deferred revenue balance during the period ended January 31, 2021 is primarily due to $466,000 of revenue recognized during the period that was included in the deferred revenue balance at January 31, 2020 offset by cash payments received in advance of satisfying performance obligations.
We have determined that certain costs related to obtaining sales contracts for our aerospace printer products meet the requirement to be capitalized. These costs are deferred and amortized based on the forecasted number of units sold over the estimated benefit term. The balance of these contract assets at January 31, 2020 was $944,000, of which $59,000 was reported in other current assets and $885,000 was reported in other assets in the consolidated balance sheet. Amortization of incremental direct costs was $26,940 for the period ended
January 31, 2021. The balance of the deferred incremental direct contract costs net of accumulated amortization at January 31, 2021
is $
917,000, of which $
36,000was reported in other current assets and $
881,000was reported in other assets in the consolidated balance sheet. The contract costs are expected to be amortized over the estimated remaining period of benefit, which we currently estimate to be approximately
5 years.
Goodwill by reporting unit is as follows:
| | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | |
Balance at January 31, 2019 | | $ | 7,807 | | | $ | 4,522 | | | $ | 12,329 | |
Foreign currency translation | | | (295 | ) | | | — | | | | (295 | ) |
| | | | | | | | | | | | | |
Balance at January 31, 2020 | | $ | 7,512 | | | $ | 4,522 | | | $ | 12,034 | ) |
Foreign currency translation | | | 772 | | | | — | | | | 772 | |
| | | | | | | | | | | | | |
Balance at January 31, 2021 | | $ | 8,284 | | | $ | 4,522 | | | $ | 12,806 | |
| | | | | | | | | | | | |
After consideration of the impact of the decline in the global economy due to the COVID-19 pandemic, coupled with the grounding of the 737 MAX in March, 2019 and the production halt in January, 2020 which negatively impacted revenues and margins in fiscal 2020 and 2021, we elected to forgo the qualitative assessment and instead performed a quantitative goodwill impairment test to determine if the carrying values of the reporting units are greater than the fair values. We utilized a blended income and market approach. The income approach was based upon a discounted cash flow model which we believe provides a fair value estimate of the reporting unit’s expected long-term operating performance. The market approach compares the reporting units to similar publicly traded companies. Based on our quantitative impairment assessment as of January 31, 2021, we determined that the fair value of the reporting units were in excess of their carrying values and therefore, 0 goodwill impairment had occurred.
Intangible assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | | Currency
Translation
Adjustment | | | | | | | | | | | | Currency
Translation
Adjustment | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Customer Contract Relationships | | $ | 3,100 | | | $ | (2,284 | ) | | $ | — | | | $ | 816 | | | $ | 3,100 | | | $ | (2,021 | ) | | $ | — | | | $ | 1,079 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Customer Contract Relationships | | | 2,830 | | | | (1,423 | ) | | | — | | | | 1,407 | | | | 2,830 | | | | (1,076 | ) | | | — | | | | 1,754 | |
| | | 950 | | | | (950 | ) | | | — | | | | 0 | | | | 950 | | | | (871 | ) | | | — | | | | 79 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2,327 | | | | (1,405 | ) | | | 196 | | | | 1,118 | | | | 2,327 | | | | (1,053 | ) | | | 78 | | | | 1,352 | |
| | | 937 | | | | (396 | ) | | | 89 | | | | 630 | | | | 937 | | | | (297 | ) | | | 27 | | | | 667 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Customer Contract Relationships | | | 27,243 | | | | (9,712 | ) | | | — | | | | 17,531 | | | | 27,243 | | | | (6,791 | ) | | | — | | | | 20,452 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 37,387 | | | $ | (16,170 | ) | | $ | 285 | | | $ | 21,502 | | | $ | 37,387 | | | $ | (12,109 | ) | | $ | 105 | | | $ | 25,383 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
There were 0 impairments to intangible assets during the periods ended January 31, 2021 and 2020. Amortization expense of $4.1 million; $4.2 million and $4.1 million with regard to acquired intangibles has been included in the consolidated statements of income for years ended January 31, 2021, 2020 and 2019, respectively.
Estimated amortization expense for the next five fiscal years is as follows:
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Estimated amortization expense | | $ | 3,938 | | | $ | 3,956 | | | $ | 4,055 | | | $ | 3,416 | | | $ | 3,021 | |
The components of inventories are as follows:
| | | | | | | | |
| | | | |
| | | | | | | |
| | | | | | | | |
| (In thousands) | | | | | | |
| | $ | 20,265 | | | $ | 20,151 | |
| | | 2,076 | | | | 1,408 | |
| | | 16,371 | | | | 17,992 | |
| | | | | | | | | |
| | | | 38,712 | | | | 39,551 | |
| | | (8,652 | ) | | | (5,626 | ) |
| | | | | | | | | |
| | | $ | 30,060 | | | $ | 33,925 | |
| | | | | | | | | |
Finished goods inventory includes $4.0 million and $3.4 million of demonstration equipment at January 31, 2021 and 2020, respectively.
Note 6—Property, Plant and Equipment
Property, plant and equipment consist of the following:
| | | | | | | | |
| | | | |
| | | | | | | |
| (In thousands) | | | | | | |
| | | | | | | | |
Land and Land Improvements | | $ | 1,004 | | | $ | 967 | |
Buildings and Leasehold Improvements | | | 12,642 | | | | 12,524 | |
| | | 23,346 | | | | 23,167 | |
Computer Equipment and Software | | | 13,847 | | | | 11,388 | |
| | | | | | | | | |
Gross Property, Plant and Equipment | | | 50,839 | | | | 48,046 | |
| | | (38,828 | ) | | | (36,778 | ) |
| | | | | | | | | |
Net Property Plant and Equipment | | $ | 12,011 | | | $ | 11,268 | |
| | | | | | | | | |
Depreciation expense on property, plant and equipment was $1.9 million for the year ended January 31, 2021 and $2.0 million for both of the years ended January 31, 2020 and 2019.
Accrued expenses consisted of the following:
| | | | | | | | |
| | | | |
| | | | | | | |
| (In thousands) | | | | | | |
| | | | | | | | |
| | $ | 730 | | | $ | 850 | |
| | | 546 | | | | 697 | |
| | | 372 | | | | 416 | |
Accrued Payroll & Sales Tax | | | 292 | | | | 193 | |
Stockholder Relation Fees | | | 91 | | | | 194 | |
| | | 57 | | | | 236 | |
| | | 1,851 | | | | 2,125 | |
| | | | | | | | | |
| | | $ | 3,939 | | | $ | 4,711 | |
| | | | | | | | | |
Note 8—Credit Agreement and Long-Term Debt On July 30, 2020, we entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Bank of America, N.A., as lender (the “Lender”), our wholly owned subsidiary, ANI ApS, a Danish private limited liability company and TrojanLabel ApS, a Danish private limited liability company and wholly-owned subsidiary of ANI ApS (“TrojanLabel”). The A&R Credit Agreement amended and restated the Credit Agreement dated as of February 28, 2017 (the “Prior Credit Agreement”) by and among us, ANI ApS, TrojanLabel and the Lender. In connection with the A&R Credit Agreement, we entered into an Amended and Restated Security and Pledge Agreement and a mortgage in favor of the Lender with respect to our owned real property in West Warwick, Rhode Island. Under the A&R Credit Agreement, AstroNova, Inc. is the sole borrower, and at January 31, 2021, its obligations are guaranteed by ANI ApS and TrojanLabel.
Immediately prior to the closing of the A&R Credit Agreement, we repaid $1.5 million in principal amount of term loans outstanding under the Credit Agreement. The A&R Credit Agreement provides for (i) a term loan in the principal amount of $15.2 million, which we used to refinance the outstanding term loans borrowed by us and ANI ApS under the Prior
Credit Agreementand a portion of the outstanding revolving loans borrowed by us under the Credit Agreement, and (ii) a $10.0 million revolving credit facility available to us for general corporate purposes. Revolving credit loans may be borrowed, at our option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Kroner. During the third quarter of fiscal year 2021, we repaid the entire outstanding balance under the revolving line of credit. Balances outstanding under the revolving line of credit during the year ended January 31, 2021 bore interest at a weighted average annual rate of 3.41%, and $188,000 of interest was incurred and is included in other income (expense) in the accompanying condensed consolidated income statement for the year ended January 31, 2021. At January 31, 2021, there was no balance outstanding under the revolving line of credit and $10.0 million was available for borrowing under the revolving credit facility.
The A&R Credit Agreement was accounted for as a debt modification in anon-
troubled
debt restructuring. We incurred $0.2 million of new debt issuance costs related to the term loan, of which $0.1 million of new lender fees were recorded against the debt as debt issuance costs and will be amortized over the term of the loan and $0.1 million of third party fees that were expensed as incurred. Additionally, $0.1 million of unamortized debt issuance costs related to the prior term debt will be amortized over the remaining life of the new term loan. We also incurred $0.1 million of new debt issuance fees in connection with the revolving line of credit which are included as a component of prepaid expenses and other current assets and will be amortized over the remaining life of the A&R Credit Agreement.
Under the A&R Credit Agreement, the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about July 31, 2020 and October 31, 2020 was $0.8 million; the principal amount of the quarterly installment required to be paid on the last day of our fiscal quarter ending January 31, 2021 was $1.1 million; the principal amount of the quarterly installment required to be paid on the last day of the our fiscal quarter ending on or about April 30, 2021 will be $1.1 million; the principal amount of each quarterly installment required to be paid on the last day of each of the our fiscal quarters ending on or about July 31, 2021, October 31, 2021, January 31, 2022 and April 30, 2022 is $1.4 million, and the entire remaining principal balance of the term loan is required to be paid on June 15, 2022. We may voluntarily prepay the term loan, in whole or in part, from time to time without premium or penalty (other than customary breakage costs, if applicable). We may repay borrowings under the revolving credit facility at any time without premium or penalty (other than customary breakage costs, if applicable), but in any event no later than June 15, 2022, and any outstanding revolving loans thereunder will be due and payable in full, and the revolving credit facility will terminate, on such date. We may reduce or terminate the revolving line of credit at any time, subject to certain thresholds and conditions, without premium or penalty.
Under the A&R Credit Agreement the term loan and revolving credit loans bear interest at a rate per annum equal to, at the our 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 2.15% to 3.65% based on our consolidated leverage ratio, or (b) a fluctuating reference rate equal to the highest of (i) the federal fund rate plus 0.50%, (ii) Bank of America’s publicly announced prime rate, (iii) the LIBOR Rate plus 1.00% or (iv) 1.00%, plus a margin that varies within a range of 1.15% to 2.65% based on our consolidated leverage ratio. We are also required to pay a commitment fee on the undrawn portion of the revolving credit facility that varies within a range of 0.25% and 0.675% based on our consolidated leverage ratio.
The loans under the A&R Credit Agreement are subject to certain mandatory prepayments, subject to various exceptions, from (a) net cash proceeds from certain dispositions of property, (b) net cash proceeds from certain issuances of equity, (c) net cash proceeds from certain issuances of additional debt and (d) net cash proceeds from certain extraordinary receipts.
Amounts repaid under the revolving credit facility may be reborrowed, subject to continued compliance with the A&R Credit Agreement. No amount of the term loan that is repaid may be reborrowed.
Under the A&R Credit Agreement, we must comply with various customary financial andnon-financial
covenants including a maximum consolidated leverage ratio, a minimum consolidated fixed charge coverage ratio, a minimum level of EBITDA, a consolidated asset coverage ratio and a minimum level of liquidity. The primarynon-financial
covenants limit our and our subsidiaries’ ability to incur future indebtedness, to place liens on assets, to pay dividends or distributions on capital stock, to repurchase or acquire capital stock, to conduct mergers or acquisitions, to sell assets, to alter the capital structure, to make investments and loans, to change the nature of their business, and to prepay subordinated indebtedness, in each case subject to certain exceptions and thresholds as set forth in the A&R Credit Agreement. The Lender is entitled to accelerate repayment of the loans and to terminate its revolving credit commitment under the A&R Credit Agreement upon the occurrence of any of various customary events of default, which include, among other events, the following (which are subject, in some cases, to certain grace periods): failure to pay when due any principal, interest or other amounts in respect of the loans, breach of any of our covenants or representations under the loan documents, default under any other of our or our subsidiaries’ significant indebtedness agreements, a bankruptcy, insolvency or similar event with respect to us or any of our subsidiaries, a significant unsatisfied judgment against us or any of our subsidiaries, or our undergoing a change of control.
In addition to the guarantees by ANI ApS and TrojanLabel, our obligations under the A&R Credit Agreement are also secured by substantially all of AstroNova, Inc.’s personal property assets (including a pledge of the equity interests it holds in ANI ApS, in our wholly-owned German subsidiary AstroNova GmbH, and in our wholly-owned French subsidiary AstroNova SAS), subject to certain exceptions, and by a mortgage on our owned real property in West Warwick, Rhode Island.
Long-term debt in the accompanying condensed consolidated balance sheets under the A&R Credit Agreement is as follows:
| | | | | | | | |
| | | | |
| (In thousands) | | | | | | |
| | | | | | | | |
USD Term Loan (4.65% as of January 31, 2021); maturity date of June 15, 2022 | | $ | 12,576 | | | $ | 0 | |
USD Term Loan (3.03% as of January 31, 2021); maturity date November 30, 2022 | | | 0 | | | | 8,250 | |
USD Term Loan (3.03% as of January 31, 2021); maturity date of January 31, 2022 | | | 0 | | | | 4,784 | |
| | | | | | | | | |
| | | | 12,576 | | | | 13,034 | |
Debt Issuance Costs, net of accumulated amortization | | | (141 | ) | | | (111 | ) |
Current Portion of Term Loan | | | (5,326 | ) | | | (5,208 | ) |
| | | | | | | | | |
| | $ | 7,109 | | | $ | 7,715 | |
| | | | | | | | | |
During the years ended January 31, 2021, 2020 and 2019, we recognized $0.5 million, $0.4 million and $0.6 million of interest expense, respectively, which was included in other income (expense) in the accompanying consolidated income statement.
The schedule of required principal payments remaining under the A&R Credit Agreement on long-term debt outstanding as of January 31, 2021 is as follows:
| | | | |
| (In thousands) | | | |
| | | | |
| | $ | 5,326 | |
| | | 7,250 | |
| | | | | |
| | | $ | 12,576 | |
| | | | | |
Refer to Note 23, “Subsequent Event” for details regarding the First Amendment to Credit Agreement to our A&R Credit Agreement, which was entered into subsequent to year end on March 24, 2021.
Note 9—Paycheck Protection Program Loan
On May 6, 2020, we entered into a loan agreement with, and executed a promissory note in favor of Greenwood Credit Union (“Greenwood”) pursuant to which we borrowed $4.4 million (the “PPP Loan”) from Greenwood pursuant to the Paycheck Protection Program (“PPP”) administered by the United States Small Business Administration (the “SBA”) and authorized by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), enacted on March 27, 2020. The terms of the PPP Loan were subsequently revised in accordance with the provisions of the Paycheck Protection Flexibility Act of 2020 (the “PPP Flexibility Act”) which was enacted on June 5, 2020.
The PPP Loan, which will mature on May 6, 2022, is unsecured and bears interest at a rate of 1.0% per annum, accruing from the loan date, and is payable monthly. NaN payments are due on the PPP Loan until the date on which the SBA determines the amount of the PPP Loan that is eligible for forgiveness, so long as we apply for forgiveness within the ten months from the end of the twenty-four week period following the date of loan disbursement, but interest will continue to accrue during the deferral period. We accrued interest for the PPP Loan in the amount of $33,000, which is included in other income (expense) in the accompanying consolidated statements of income for the year ended January 31, 2021.
The PPP Loan may be prepaid at any time without penalty. The loan agreement and promissory note include customary provisions for a loan of this type, including prohibitions on our payment of dividends or repurchase of
shares of our stock while the PPP Loan remains outstanding. The loan agreement and promissory note also include events of default relating to, among other things, payment defaults, breaches of the provisions of the loan agreement or the promissory note, and cross-defaults on other loans.
Subject to the limitations and conditions set forth in the CARES Act, the PPP Flexibility Act, and the regulations and guidance provided by the SBA with respect to the PPP, a portion of the PPP Loan may be forgiven in an amount up to the amount of the PPP Loan proceeds that we spent on payroll, rent, utilities and interest on certain debt during the twenty-four-week period following incurrence of the PPP Loan. Interest accrued on the forgiven portion of the principal amount of the PPP Loan is also forgiven. The amount of the PPP Loan to be forgiven in respect of rent, utilities and interest on certain debt will be capped at 40% of the forgiven amount, with the remaining forgiven amount allocated to payroll costs. We have fully utilized the PPP Loan proceeds for qualifying expenses during fiscal year 2021 and subsequent to year end we applied for forgiveness of the PPP Loan (including all associated accrued interest) in accordance with the terms of the CARES Act, as amended by the PPP Flexibility Act. Whether our application for forgiveness will be granted and in what amount is subject to approval by the SBA and may also be subject to further requirements in any regulations and guidelines the SBA may adopt. The PPP Loan is classified as long-term debt in the condensed consolidated balance sheet until the forgiveness determination has been made by the SBA.
Note 10—Derivative Financial Instruments and Risk Management
On February 28, 2017, as part of the Prior Credit Agreement, we entered into a cross-currency interest rate swap to manage the interest rate risk and foreign currency exchange risk associated with the floating-rate foreign currency-denominated term loan borrowing by ANI ApS and an interest rate swap to manage the interest rate risk associated with our variable rate term loan borrowing (the “Swaps”). Both Swaps were designated as cash flow hedges of floating-rate borrowings.
Our cross-currency interest rate swap agreement effectively modified our exposure to interest rate risk and foreign currency exchange rate risk by converting our floating-rate debt denominated in U.S. Dollars on ANI ApS’s books to a fixed-rate debt denominated in Danish Kroner for the term of the loan, thus reducing the impact of interest-rate and foreign currency exchange rate changes on future interest expense and principal repayments. This swap involved the receipt of floating interest rate amounts in U.S. Dollars in exchange for fixed-rate interest payments in Danish Kroner, as well as exchanges of principal at the inception spot rate, over the life of the term loan.
Subsequently, concurrent with our borrowings to fund the payments for the Asset Purchase and License Agreement with Honeywell International, we entered into an interest rate swap agreement to modify our exposure to interest rate risk by effectively converting our floating-rate borrowings to fixed-rate debt over the term of the loan, thus reducing the impact of interest-rate changes on future interest expense. This swap involved the receipt of floating interest rate amounts in U.S. Dollars in exchange for fixed interest rate payments in U.S. dollars over the life of the term loan.
As a direct result of the terms of the Lender’s conditions for entry into the A&R Credit Agreement, on July 30, 2020, we terminated the two Swaps that we used to manage the interest rate and foreign currency exchange risks associated with our prior borrowings under thePrior
Credit Agreement. The terms of the A&R Credit Agreement caused those swaps to cease to be effective hedges of the underlying exposures. The termination of the Swaps was contracted immediately prior to the end of the second quarter of fiscal 2021 at a cash cost of approximately $0.7 million, which was settled in the third quarter. Upon termination, the remaining balance of $58,000 in accumulated other comprehensive loss related to the cross-currency interest rate swap was reclassified into earnings as the forecasted foreign currency interest payments will not occur and such balance is included in other expense in the accompanying consolidated statements of income for the period ended January 31, 2021. The remaining balance in accumulated other comprehensive loss related to the interest rate swap of $ 0.1 million is being amortized into earnings through the original term of the hedge relationship as the underlying floating interest rate debt still exists.
The following table summarizes the notional amount and fair value of our derivative instruments:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cross-currency Interest Rate Swap | | $ | — | | | $ | — | | | $ | — | | | $ | 4,489 | | | $ | — | | | $ | 250 | |
| | $ | — | | | $ | — | | | $ | — | | | $ | 8,250 | | | $ | — | | | $ | 96 | |
The following tables present the impact of the derivative instruments in our consolidated financial statements for the years ended January 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | |
| | | | |
| | Amount of Gain(Loss)
Recognized in OCI
on
Derivative | | | Location of Gain (Loss)
Reclassified from
Accumulated OCI into
Income | | | Amount of Gain (Loss)
Reclassified from
Accumulated OCI into
Income | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | (301 | ) | | $ | 159 | | | | Other Income | | | $ | (248 | ) | | $ | 338 | |
| | | | | | | | | | | | | | | | | | | | | |
At January 31, 2021, we expect to reclassify approximately $0.1 million of net gains on the swap contracts from accumulated other comprehensive loss to earnings during the next 12 months due to changes in foreign exchange rates and the payment of variable interest associated with the floating-rate debt.
Note 11—Royalty Obligation
In fiscal 2018, AstroNova, Inc. entered into an Asset Purchase and License Agreement with Honeywell International, Inc. to acquire an exclusive, perpetual, world-wide license to manufacture Honeywell’s narrow-format flight deck printers for two aircraft families along with certain inventory used in the manufacturing of the licensed printers. The purchase price included a guaranteed minimum royalty payment of $15.0 million, to be paid in quarterly installments over aten-year
period. Royalty payments are based on gross revenues from the sales of the printers, paper and repair services of the licensed products. The royalty rates vary based on the year in which they are paid or earned and product sold or service provided, and range from single-digit to mid double-digit percentages of gross revenue. The guaranteed minimum royalty payment obligation was recorded at the present value of the minimum annual royalty payments using a present value factor of 2.8%, which is based on the estimatedafter-tax
cost of debt for similar companies. As of January 31, 2021, we had paid an aggregate of $5.5 million of the guaranteed minimum royalty obligation. At January 31, 2021, the current portion of the outstanding guaranteed minimum royalty obligation of $2.0 million is to be paid over the next twelve months and is reported as a current liability and the remainder of $6.1 million is reported as a long-term liability on our consolidated balance sheet. In addition to the guaranteed minimum royalty payments, for the periods ended January 31, 2021 and January 31, 2020, we also incurred excess royalty expense of $31 thousand and $1.2 million, respectively, which is included in cost of revenue in our consolidated statements of income. A total of $0.2 million of excess royalty is payable and reported as a current liability on our consolidated balance sheet at January 31, 2021. We enter into lease contracts for certain of its facilities at various locations worldwide. Our leases have remaining lease terms of one to eight years, some of which include options to extend the lease term for periods of up to five years when it is reasonably certain the Company will exercise such options.
We lease office space from an affiliate. This lease is classified as an operating lease with annual rental payments of $63,000 for both January 31, 2021 and January 31, 2020.
Balance sheet and other information related to our leases is as follows:
| | | | | | | | | | |
(In thousands) | | Balance Sheet Classification | | | | | | |
| | Right of Use Assets | | | | | | $ | 1,661 | |
Lease Liabilities — Current | | Other Accrued Expenses | | | | | | | 416 | |
Lease Liabilities — Long Term | | Lease Liabilities | | | | | | $ | 1,279 | |
Lease cost information is as follows:
| | | | | | | | | | | | |
| | Statement of Income Classification | | | Year Ended
January 31,
2021 | | | Year Ended
January 31,
2020 | |
| | | General and Administrative Expense | | | $ | 485 | | | $ | 449 | |
Maturities of operating lease liabilities are as follows:
| | | | |
| | | |
| | | | |
| | $ | 372 | |
| | | 318 | |
| | | 292 | |
| | | 184 | |
| | | 163 | |
| | | 270 | |
| | | | | |
| | | 1,599 | |
| | | (162 | ) |
| | | | | |
| | $ | 1,437 | |
| | | | | |
As of January 31, 2021, the weighted-average remaining lease term and weighted-average discount rate for our operating leases are 5.2 years and 4.00%, respectively. We calculated the weighted-average discount rate using incremental borrowing rates, which equal the rates of interest that we would pay to borrow funds on a fully collateralized basis over a similar term.
Supplemental cash flow information related to leases is as follows:
| | | | | | | | |
| | Year Ended
January 31,
2021 | | | Year Ended
January 31,
2020 | |
Cash paid for operating lease liabilities | | $ | 429 | | | $ | 406 | |
Note 13—Accumulated Other Comprehensive Income (Loss)
The changes in the balance of accumulated other comprehensive income (loss) by component are as follows:
| | | | | | | | | | | | | | | | |
| (In thousands) | | Foreign Currency
Translation
Adjustments | | | Unrealized
Holding
Gain (Loss)
on Available
for Sale
Securities | | | Net
Unrealized
Gain (Losses)
on Cash Flow
Hedges | | | | |
Balance at January 31, 2018 | | $ | (181 | ) | | $ | (3 | ) | | $ | 12 | | | $ | (172 | ) |
Other Comprehensive Income (Loss) before reclassification | | | (671 | ) | | | — | | | | 622 | | | | (49 | ) |
Amounts reclassified from AOCI to Earnings | | | — | | | | 3 | | | | (600 | ) | | | (597 | ) |
| | | | | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | | | (671 | ) | | | 3 | | | | 22 | | | | (646 | ) |
| | | | | | | | | | | | | | | | | |
Balance at January 31, 2019 | | $ | (852 | ) | | $ | — | | | $ | 34 | | | $ | (818 | ) |
Other Comprehensive Income (Loss) before reclassification | | | (133 | ) | | | — | | | | 122 | | | | (11 | ) |
Amounts reclassified from AOCI to Earnings | | | — | | | | — | | | | (264 | ) | | | (264 | ) |
| | | | | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | | | (133 | ) | | | — | | | | (142 | ) | | | (275 | ) |
| | | | | | | | | | | | | | | | | |
Balance at January 31, 2020 | | $ | (985 | ) | | $ | — | | | $ | (108 | ) | | $ | (1,093 | ) |
Other Comprehensive Income (Loss) before reclassification | | | 710 | | | | — | | | | (239 | ) | | | 471 | |
Amounts Reclassified from AOCI to Earnings | | | — | | | | — | | | | 193 | | | | 193 | |
Cross-Currency Interest Rate Swap Termination | | | — | | | | — | | | | 45 | | | | 45 | |
| | | | | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | | | 710 | | | | — | | | | (1 | ) | | | 709 | |
| | | | | | | | | | | | | | | | | |
Balance at January 31, 2021 | | $ | (275 | ) | | $ | — | | | $ | (109 | ) | | $ | (384 | ) |
| | | | | | | | | | | | | | | | | |
The amounts presented above in other comprehensive income (loss) are net of taxes except for translation adjustments associated with our German and Danish subsidiaries.
Note 14—Shareholders’ Equity
During fiscal 2021, 2020 and 2019, certain of our employees delivered a total of 15,357, 20,329 and 33,430 shares, respectively, of our common stock to satisfy the exercise price and related taxes for stock options exercised and restricted stock vesting. The shares delivered were valued at a total of $0.1 million; $0.5 million and $0.6 million, respectively, and are included in treasury stock in the accompanying consolidated balance sheets at January 31, 2021, 2020 and 2019. These transactions did not impact the number of shares authorized for repurchase under our current repurchase program.
Note 15—Share-Based Compensation
The Company maintains the following share-based compensation plans:
We have one equity incentive plan from which we are authorized to grant equity awards, the AstroNova, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for, among other things, the issuance of awards, including incentive stock options,non-qualified
stock options, stock appreciation rights, time-based restricted stock units (“RSUs”), or performance-based restricted stock units (“PSUs”) and restricted stock awards (RSAs). The 2018 Plan authorizes the issuance of up to 950,000 shares of common stock, plus an additional number of shares equal to the number of shares subject to awards granted under the previous equity incentive plans that are forfeited, cancelled, satisfied without the issuance of stock, otherwise terminated (other than by exercise), or, for shares of stock issued pursuant to any unvested award, that are reacquired by us at not more
than the grantee’s purchase price (other than by exercise). Under the 2018 Plan, all awards to employees generally have a minimum vesting period of one year. Options granted under the 2018 Plan must be issued at an exercise price of not less than the fair market value of our common stock on the date of grant and expire after ten years. Under the 2018 Plan, 186,500 unvested shares of restricted stock and options to purchase an aggregate of 135,500 shares were outstanding as of January 31, 2021.
In addition to the 2018 Plan, we previously granted equity awards under our 2015 Equity Incentive Plan (the “2015 Plan”) and our 2007 Equity Incentive Plan (the “2007 Plan”). No new awards may be issued under either the 2007 or 2015 Plans, but outstanding awards will continue to be governed by those plans. As of January 31, 2021, options to purchase an aggregate of 337,958 shares were outstanding under the 2007 Plan and 10,833 unvested shares of restricted stock and options to purchase an aggregate of 148,625 shares were outstanding under the 2015 Plan.
We also have aNon-Employee
Director Annual Compensation Program (the “Program”), under which each of ournon-employee
directors automatically receives a grant of restricted stock on the date of theirre-election
to our board of directors. The number of whole shares granted is equal to the number calculated by dividing the stock component of the director compensation amount determined by the compensation committee for that year by the fair market value of our stock on that day. The value of the restricted stock award for fiscal 2021 was $60,000. Shares of restricted stock granted under the Program become vested on the first anniversary of the date of grant, conditioned upon the recipient’s continued service on our board of directors through that date. Share-Based Compensation:
Share-based compensation expense has been recognized as follows:
| | | | | | | | | | | | |
| | | | |
| | | | | | | | | | |
| (In thousands) | | | | | | | | | |
| | | | | | | | | | | | |
| | $ | 517 | | | $ | 616 | | | $ | 783 | |
Restricted Stock Awards and Restricted Stock Units | | | 1,285 | | | | 1,136 | | | | 1,088 | |
Employee Stock Purchase Plan | | | 17 | | | | 23 | | | | 15 | |
| | | | | | | | | | | | | |
| | $ | 1,819 | | | $ | 1,775 | | | $ | 1,886 | |
| | | | | | | | | | | | | |
Aggregated information regarding stock options granted under the plans is summarized below:
| | | | | | | | |
| | | | | | Weighted-
Average
Exercise
Price Per
Share | |
Options Outstanding, January 31, 2018 | | | 745,270 | | | $ | 12.52 | |
| | | 196,000 | | | | 18.21 | |
| | | (150,125 | ) | | | 10.62 | |
| | | (16,300 | ) | | | 15.10 | |
| | | (3,700 | ) | | | 8.95 | |
| | | | | | | | | |
| | | | | | | | |
Options Outstanding, January 31, 2019 | | | 771,145 | | | $ | 14.30 | |
| | | 0 | | | | 0 | |
| | | (57,175 | ) | | | 11.60 | |
| | | (34,526 | ) | | | 15.73 | |
| | | (400 | ) | | | 6.22 | |
| | | | | | | | | |
Options Outstanding, January 31, 2020 | | | 679,044 | | | $ | 14.46 | |
| | | 0 | | | | — | |
| | | (1,200 | ) | | | 7.60 | |
| | | (54,361 | ) | | | 12.89 | |
| | | (1,400 | ) | | | 7.36 | |
| | | | | | | | | |
Options Outstanding, January 31, 2021 | | | 622,083 | | | $ | 14.63 | |
| | | | | | | | | |
Set forth below is a summary of options outstanding at January 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | | | | Weighted-
Average
Exercise Price | | | Weighted-
Average
Remaining
Contractual Life | | | | | | Weighted-
Average
Exercise Price | | | Weighted
Average
Remaining
Contractual
Life | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| $5.00-10.00 | | | 41,044 | | | $ | 7.97 | | | | 1.3 | | | | 41,044 | | | $ | 7.97 | | | | 1.3 | |
| $10.01-15.00 | | | 359,314 | | | | 13.63 | | | | 4.9 | | | | 326,741 | | | | 13.65 | | | | 4.7 | |
| $15.01-20.00 | | | 221,725 | | | | 17.48 | | | | 6.8 | | | | 167,367 | | | | 17.22 | | | | 6.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 622,083 | | | $ | 14.63 | | | | 5.3 | | | | 535,152 | | | $ | 14.33 | | | | 5.1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
NaN options were granted during fiscal 2021 or2020. The weighted-average estimated fair value of options granted during fiscal 2019 was $7.43. As of January 31, 2021, there was $0.2 million of unrecognized compensation expense related to the unvested stock options granted under the plans. This expense is expected to be recognized over a weighted-average period of 0.8 years. As of January 31, 2021, the aggregate intrinsic value (the aggregate difference between the closing stock price of our common stock on January 31, 2021, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $0.1 million for all exercisable options and $0.1 million for all options outstanding. The total aggregate intrinsic value of options exercised during 2021, 2020 and 2019 was $4,000, $0.5 million and $1.1 million, respectively.
Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs):
Aggregated information regarding RSUs and RSAs granted under the Plan is summarized below:
| | | | | | | | |
| | | | | | Weighted-Average
Grant Date Fair Value | |
Outstanding at January 31, 2018 | | | 177,347 | | | $ | 13.99 | |
| | | 108,790 | | | | 17.85 | |
| | | (67,447 | ) | | | 14.26 | |
| | | (85,023 | ) | | | 14.17 | |
| | | | | | | | | |
| | | | | | | | |
Outstanding at January 31, 2019 | | | 133,667 | | | $ | 16.90 | |
| | | 119,522 | | | | 19.86 | |
| | | (59,930 | ) | | | 14.50 | |
| | | (58,625 | ) | | | 19.00 | |
| | | | | | | | | |
Outstanding at January 31, 2020 | | | 134,634 | | | $ | 16.79 | |
| | | | | | | | | |
| | | 245,131 | | | | 7.61 | |
| | | (64,997 | ) | | | 17.28 | |
| | | (117,355 | ) | | | 8.83 | |
| | | | | | | | | |
Outstanding at January 31, 2021 | | | 197,413 | | | $ | 9.96 | |
| | | | | | | | | |
As of January 31, 2021, there was $1.1 million of unrecognized compensation expense related to unvested RSUs and RSAs. This expense is expected to be recognized over a weighted average period of 0.8 years.
Employee Stock Purchase Plan (ESPP):
Our
ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows: | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | |
Shares Reserved, Beginning | | | 24,974 | | | | 33,853 | | | | 39,207 | |
| | | (14,600 | ) | | | (8,879 | ) | | | (5,354 | ) |
| | | | | | | | | | | | | |
| | | 10,374 | | | | 24,974 | | | | 33,853 | |
| | | | | | | | | | | | | |
The components of income (loss) before income taxes are as follows:
| | | | | | | | | | | | |
| | | | |
| | | | | | | | | | |
| (In thousands) | | | | | | | | | |
| | $ | (1,193 | ) | | $ | 1,930 | | | $ | 6,859 | |
| | | 3,372 | | | | (560 | ) | | | 449 | |
| | | | | | | | | | | | | |
| | | $ | 2,179 | | | $ | 1,370 | | | $ | 7,308 | |
| | | | | | | | | | | | | |
The components of the provision/(benefit) for income taxes are as follows:
| | | | | | | | | | | | |
| | | | |
| | | | | | | | | | |
| (In thousands) | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | $ | 1,272 | | | $ | 660 | | | $ | 1,807 | |
| | | 224 | | | | 221 | | | | 457 | |
| | | 420 | | | | 368 | | | | 952 | |
| | | | | | | | | | | | | |
| | | 1,916 | | | | 1,249 | | | | 3,216 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | $ | (910 | ) | | $ | (1,364 | ) | | $ | (843 | ) |
| | | (189 | ) | | | (282 | ) | | | (170 | ) |
| | | 78 | | | | 8 | | | | (625 | ) |
| | | | | | | | | | | | | |
| | | | (1,021 | ) | | | (1,638 | ) | | | (1,638 | ) |
| | | | | | | | | | | | | |
| | | $ | 895 | | | $ | (389 | ) | | $ | 1,578 | |
| | | | | | | | | | | | | |
Total income tax provision/(benefit)differs from the expected tax provision/(benefit) as a result of the following: | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | |
| (In thousands) | | | | | | | | | |
Income Tax Provision at Statutory Rate | | $ | 458 | | | $ | 288 | | | $ | 1,534 | |
| | | 341 | | | | — | | | | — | |
| | | 197 | | | | 315 | | | | 558 | |
| | | 171 | | | | (145 | ) | | | (127 | ) |
| | | 62 | | | | — | | | | — | |
State Taxes, Net of Federal Tax Effect | | | 28 | | | | (48 | ) | | | 226 | |
Global Intangible Low Taxed Incom e | | | 14 | | | | 107 | | | | — | |
| | | 11 | | | | 31 | | | | 56 | |
U.S. Corporate Rate Change | | | — | | | | — | | | | 52 | |
Transition Tax on Repatriated Earnings | | | — | | | | — | | | | 14 | |
Return to Provision Adjustment | | | (2 | ) | | | (207 | ) | | | 58 | |
Change in Reserves Related to ASC 740 Liability | | | (10 | ) | | | (352 | ) | | | (34 | ) |
Change in Valuation Allowance | | | (81 | ) | | | 256 | | | | — | |
| | | (157 | ) | | | (209 | ) | | | (218 | ) |
Foreign Derived Intangible Income | | | (150 | ) | | | (107 | ) | | | (53 | ) |
| | | — | | | | (344 | ) | | | (477 | ) |
| | | 13 | | | | 26 | | | | (11 | ) |
| | | | | | | | | | | | | |
| | | $ | 895 | | | $ | (389 | ) | | $ | 1,578 | |
| | | | | | | | | | | | | |
Our effective tax rate for 2021 was 41.1% compared to negative 28.4% in 2020 and 21.6% in 2019. The increase in the effective tax rate in 2021 from 2020 is primarily related to the change in mix of income between relevant jurisdictions in whichsubject to income taxes. Specific items increasing the effective tax rate include foreign rate differential, Denmark statutory audit adjustments, stock-based compensation, and Canada withholding taxes. This increase was offset by the foreign derived intangible income (“FDII”) deduction, the release of a valuation allowance in China, and R&D tax credits expected to be utilized. The decrease in the effective tax rate in 2020 from 2019 is primarily related to lowerpre-tax
income in 2020 compared to 2019.. Specific items decreasing the effective tax rate include FDII, the release of ASC 740 liabilities, R&D 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.
The components of deferred income tax expense arise from various temporary differences and relate to items included in the statement of income. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities are as follows:
| | | | | | | | |
| | | | |
| | | | | | | |
| (In thousands) | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | $ | 2,700 | | | $ | 2,094 | |
Honeywell Royalty Liability | | | 2,590 | | | | 2,583 | |
| | | 1,546 | | | | 1,496 | |
| | | 600 | | | | 582 | |
| | | 245 | | | | 165 | |
| | | 176 | | | | 205 | |
| | | 159 | | | | 159 | |
| | | 154 | | | | 443 | |
| ASU 842 Adjustment—Lease Liability | | | 125 | | | | — | |
Unrecognized State Tax Benefits | | | 101 | | | | 116 | |
| | | 83 | | | | 113 | |
Deferred Service Contract Revenue | | | 68 | | | | 111 | |
| | | 308 | | | | 295 | |
| | | | | | | | | |
| | | | 8,855 | | | | 8,362 | |
Deferred Tax Liabilities: | | | | | | | | |
Accumulated Tax Depreciation in Excess of Book Depreciation | | | 752 | | | | 1,002 | |
| | | 399 | | | | 776 | |
| ASU 842 Adjustment – Lease Liability | | | 119 | | | | 0 | |
| | | 307 | | | | 188 | |
| | | | | | | | | |
| | | | 1,577 | | | | 1,966 | |
| | | | | | | | | |
| | | 7,278 | | | | 6,396 | |
| | | (1,721 | ) | | | (1,752 | ) |
| | | | | | | | | |
| | $ | 5,557 | | | $ | 4,644 | |
| | | | | | | | | |
The valuation allowance of $1.7 million at January 31, 2021 relates
to domestic research and development tax credit carryforwards and foreign tax credit carryforwards which are expected to expire unused. The valuation allowance of $1.8 million at January 31, 2020 included a valuation allowance on China net operating losses, which was released during 2021. At January 31, 2021, we had net operating loss carryforwards of $0.4 million in China, which expire in 2022 through 2026. We have net operating loss carryforwards of $0.2 million in Germany, which can be carried forward indefinitely. We expect to utilize the net operating loss carryforwards in China and Germany before expiration.
At January 31, 2021, we had state research credit carryforwards of approximately $1.5 million which expire in 2021 through 2028. We maintain a full valuation allowance against these credits as we expect these credits to expire unused.
We believe that it is reasonably possible that some unrecognized tax benefits, accrued interest and penalties could decrease income tax expense in the next year due to either the review of previously filed tax returns or the expiration of certain statutes of limitation. The changes in the balances of unrecognized tax benefits, excluding interest and penalties are as
| | | | | | | | | | | | |
| | | | | | | | | | |
| (In thousands) | | | | | | | | | |
| | $ | 362 | | | $ | 618 | | | $ | 665 | |
Increases in prior period tax position s | | | 59 | | | | — | | | | — | |
Increases in current period tax positions | | | 5 | | | | 2 | | | | 7 | |
Reductions related to lapse of statutes of limitations | | | (42 | ) | | | (26 | ) | | | (54 | ) |
Reductions related to settlement with tax authorities | | | — | | | | (232 | ) | | | — | |
| | | | | | | | | | | | | |
| | $ | 384 | | | $ | 362 | | | $ | 618 | |
| | | | | | | | | | | | | |
During fiscal 2021 and 2020, we released $50,000 and $114,000, respectively, of accrued interest and penalties relating to a change in various unrecognized tax positions. During fiscal 2019, we recognized $8,000 of expense related to a change in interest and penalties, which are included as a component of income tax expense in the accompanying statements of income for the period ended January 31, 2019. The Company has accrued potential interest and penalties of $0.3 million included in Income Taxes Payable in the consolidated balance sheet at the end of both January 31, 2021 and 2020.
The Company and its subsidiaries file income tax returns in U.S. federal jurisdictions, various state jurisdictions, and various foreign jurisdictions. The Company was previously under audit by the IRS for the tax years ended January 31, 2015, 2016, and 2017, but on June 6, 2019, we received formal communication regarding the close of the audit with no additional changes made by the IRS. Therefore, the reserves for federal uncertain tax positions relating to the years in question have been released. In fiscal 2020, we released $232,000 relating to the federal tax exposure for the years previously under audit and $74,000 of related interest (net of federal benefit) and penalties.
The Company was also notified of an income tax audit from the state of Rhode Island, but no significant items have been raised at this time other than information requests. No assessments have been made as of January 31, 2021.
U.S. income taxes have not been provided on $5.7 million of undistributed earnings of our foreign subsidiaries since it is our intention to permanently reinvest such earnings offshore. If the earnings were distributed in the form of dividends, the Company would not be subject to U.S. tax as a result of the Tax Act but could be subject to foreign income and withholding taxes. Determination of the amount of this unrecognized deferred income tax liability is not practical.
Note 17—Nature of Operations, Segment Reporting and Geographical Information
Our operations consist of the design, development, manufacture and sale of specialty printers and data acquisition and analysis systems, including both hardware and software and related consumable supplies. We organize and manage our business as a portfolio of products and services designed around a common theme of data acquisition and information output. We have 2 reporting segments consistent with our revenue product groups: Product Identification (“PI”) and Test & Measurement (“T&M”).
Our PI segment produces an array of high-technology digital color and monochrome label printers and mini presses, labeling software and supplies for a variety of commercial industries worldwide. AstroNova’s T&M segment produces data acquisition systems used worldwide for a variety of recording, monitoring and troubleshooting applications for many industries including aerospace, automotive, defense, rail, energy, industrial and general manufacturing. The T&M segment also includes our line of aerospace flight deck and cabin printers.
Business is conducted in the United States and through foreign branch offices and subsidiaries in Canada, Europe, China, Southeast Asia and Mexico. Manufacturing activities are primarily conducted in the United States. Revenue and service activities outside the United States are conducted through wholly-owned entities and, to a lesser extent, through authorized distributors and agents. Transfer prices are intended to produce gross profit margins as would be associated with an arms-length transaction.
The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies herein. We evaluate segment performance based on the segment profit before corporate and financial administration expenses.
Summarized below are the revenue and segment operating profit (loss) (both in dollars and as a percentage of revenue) for each reporting segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | | | | Segment Operating Profit (Loss) | | | Segment Operating Profit (Loss)
as a % of Revenue | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 90,268 | | | $ | 88,116 | | | $ | 86,786 | | | $ | 12,885 | | | $ | 7,509 | | | $ | 7,910 | | | | 14.3 | % | | | 8.5 | % | | | 9.1 | % |
| | | 25,765 | | | | 45,330 | | | | 49,871 | | | | (1,032 | ) | | | 6,281 | | | | 11,933 | | | | (4.0 | )% | | | 13.9 | % | | | 23.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 116,033 | | | $ | 133,446 | | | $ | 136,657 | | | | 11,853 | | | | 13,790 | | | | 19,843 | | | | (10.3 | )% | | | 10.3 | % | | | 14.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 9,420 | | | | 11,357 | | | | 11,123 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 2,433 | | | | 2,433 | | | | 8,720 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | (254 | ) | | | (1,063 | ) | | | (1,412 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income Before Income Taxes | | | | | | | | | | | | | | | 2,179 | | | | 1,370 | | | | 7,308 | | | | | | | | | | | | | |
Income Tax Provision (Benefit) | | | | | | | | | | | | | | | 895 | | | | (389 | ) | | | 1,578 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | $ | 1,284 | | | $ | 1,759 | | | $ | 5,730 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NaN customer accounted for greater than 10% of net revenue in fiscal 2021, 2020 or 2019.
Other information by segment is presented below:
| | | | | | | | |
| (In thousands) | | | |
| | | | | | | |
| | | | | | | | |
| | $ | 50,047 | | | $ | 51,439 | |
| | | 51,262 | | | | 57,050 | |
| | | 14,164 | | | | 8,175 | |
| | | | | | | | | |
| | $ | 115,473 | | | $ | 116,664 | |
| | | | | | | | | |
| * | Corporate assets consist principally of cash, cash equivalents, deferred tax assets and refunds, and certain prepaid corporate assets. |
| | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Depreciation and
Amortization | | | | |
| | | | | | | | | | | | | | | | | | | |
| | $ | 1,835 | | | $ | 1,928 | | | $ | 1,888 | | | $ | 1,563 | | | $ | 2,001 | | | $ | 1,935 | |
| | | 4,148 | | | | 4,356 | | | | 4,264 | | | | 1,024 | | | | 905 | | | | 710 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 5,983 | | | $ | 6,284 | | | $ | 6,152 | | | $ | 2,587 | | | $ | 2,906 | | | $ | 2,645 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Presented below is selected financial information by geographic area:
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 70,911 | | | $ | 83,671 | | | $ | 83,668 | | | $ | 31,226 | | | $ | 34,072 | |
| | | 29,029 | | | | 29,617 | | | | 31,574 | | | | 2,274 | | | | 2,544 | |
| | | 5,574 | | | | 5,719 | | | | 6,692 | | | | 13 | | | | 35 | |
| | | 5,105 | | | | 8,316 | | | | 8,207 | | | | — | | | | — | |
Central and South America | | | 3,950 | | | | 4,145 | | | | 4,147 | | | | — | | | | — | |
| | | 1,464 | | | | 1,978 | | | | 2,369 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| | $ | 116,033 | | | $ | 133,446 | | | $ | 136,657 | | | $ | 33,513 | | | $ | 36,651 | |
| | | | | | | | | | | | | | | | | | | | | |
| * | Long-lived assets exclude goodwill assigned to the T&M segment of $4.5 million at both January 31, 2021 and 2020 and $8.3 million and $7.5 million assigned to the PI segment at January 31, 2021 and 2020, respectively. |
Note 18—Employee Benefit Plans
We sponsor a Profit-Sharing Plan (the “Plan”) which provides retirement benefits to all eligible domestic employees. The Plan allows participants to defer a portion of their cash compensation and contribute such deferral to the Plan through payroll deductions. The Company makes matching contributions up to specified levels. The deferrals are made within the limits prescribed by Section 401(k) of the Internal Revenue Code.
All contributions are deposited into trust funds. It is
our
policyto fund any
contributions accrued. Our annual contribution amounts are determined by the Board of Directors. Contributions paid or accrued amounted to $0.4 million in fiscal 2021 and $0.5 million in both fiscal 2020 and 2019. Note 19—Product Warranty Liability
We offer a manufacturer’s warranty for the majority of our hardware products. The specific terms and conditions of warranty vary depending upon the products sold and country in which we do business. We estimate the warranty costs based on historical claims experience and record a liability in the amount of such estimates at the time product revenue is recognized. We regularly assess the adequacy of our recorded warranty liabilities and adjusts the amounts as necessary. Activity in the product warranty liability, which is included in other accrued expenses in the accompanying consolidated balance sheet, is as follows:
| | | | | | | | | | | | |
| | | | |
| | | | | | | | | | |
| (In thousands) | | | | | | | | | |
| | | | | | | | | | | | |
Balance, beginning of the year | | $ | 850 | | | $ | 832 | | | $ | 575 | |
Provision for Warranty Expense | | | 855 | | | | 1,733 | | | | 1,680 | |
| | | (975 | ) | | | (1,715 | ) | | | (1,423 | ) |
| | | | | | | | | | | | | |
| | $ | 730 | | | $ | 850 | | | $ | 832 | |
| | | | | | | | | | | | | |
Note 20—Concentration of Risk
Credit is generally extended on an uncollateralized basis to almost all customers after review of credit worthiness. Concentration of credit and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute our customer base. We periodically performon-going
credit evaluations of our customers. We have not historically experienced significant credit losses on collection of our accounts receivable.
During the years ended January 31, 2021, 2020 and 2019, one vendor accounted for 23.2%, 21.2% and 21.6% of purchases, and 23.8%, 28.0% and 28.7% of accounts payable, respectively, as of January 31, 2021, 2020 and 2019.
Note 21—Commitments and Contingencies
We are subject to contingencies, including legal proceedings and claims arising in the normal course of business that cover a wide range of matters including, among others, contract and employment claims; workers compensation claims; product liability; warranty and modification; and adjustment or replacement of component parts of units sold.
Direct costs associated with the estimated resolution of contingencies are accrued at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations. It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of our control.
Note 22—Fair Value Measurements
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The following tables provide a summary of the financial liabilities that are measured at fair
value on a recurring basis are summarized below: | | | | | | | | | | | | | | | | |
January 31, 2016 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| (In thousands) | | | | | | | | | | | | |
Money market funds (included in cash and cash equivalents) | | $ | 4,340 | | | $ | – | | | $ | – | | | $ | 4,340 | |
State and municipal obligations (included in securities available for sale) | | | – | | | | 10,376 | | | | – | | | | 10,376 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 4,340 | | | $ | 10,376 | | | $ | – | | | $ | 14,716 | |
| | | | | | | | | | | | | | | | |
| | | | |
January 31, 2015 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| (In thousands) | | | | | | | | | | | | |
Money market funds (included in cash and cash equivalents) | | $ | 3,028 | | | $ | – | | | $ | – | | | $ | 3,028 | |
State and municipal obligations (included in securities available for sale) | | | – | | | | 15,174 | | | | – | | | | 15,174 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 3,028 | | | $ | 15,174 | | | $ | – | | | $ | 18,202 | |
| | | | | | | | | | | | | | | | |
For our money market funds and state and municipal obligations, we utilizevalue:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities measured at fair value: | | Fair value measurement at
January 31, 2021 | | | Fair value measurement at
January 31, 2020 | |
| (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cross-Currency Interest Rate Swap Contract (included in Other Long-Term Liabilities) | | $ | — | | | $ | 0— | | | $ | — | | | $ | — | | | $ | — | | | $ | 250 | | | $ | — | | | $ | 250 | |
Interest Rate Swap Contract (included in Other Long-Term Liabilities) | | | — | | | | 0— | | | | — | | | | — | | | | — | | | | 96 | | | | — | | | | 96 | |
Earnout Liability (included in Other Liabilities) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14 | | | | 14 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | — | | | $ | 0— | | | $ | — | | | $ | — | | | $ | — | | | $ | 346 | | | $ | 14 | | | $ | 360 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
We used the market approach to measure fair
value. The market approach is based on using quoted market prices for similar assets.Non-financial assets such as goodwill, intangible assets, and property, plant and equipment are required to bevalue of our derivative instruments. These derivative instruments were measured at fair value only whenusing readily observable market inputs, such as quotations on interest rates and foreign exchange rates and are classified as Level 2 because they are
contracts with a bank counterparty that are not traded in an
impairment loss is recognized. The Company didactive market.
Assets and Liabilities Not Recorded at Fair Value on the Consolidated Balance Sheet
Our long-term debt, including the current portion of long-term debt not
record an impairment loss related to these assets duringreflected in the
period ended January 31, 2016.Non-financial assets measuredfinancial statements at fair value, on a non-recurring basis are summarized below:
| | | | | | | | | | | | |
January 31, 2015 | | Level 1 | | | Level 2 | | | Level 3 | |
| (In thousands) | | | | | | | | | |
Asset Held for Sale | | $ | – | | | $ | 1,900 | | | $ | – | |
| | | | | | | | | | | | |
Asset held for sale consisted of Astro-Med’s former Grass facility in Rockland, Massachusetts which was being actively marketed for sale at January 31, 2015. In accordance with ASC 360, “Property, Plant and Equipment,” assets held for sale are written down to fair value less cost to sell and as such, the Company recorded an impairment charge of $220,000 in fiscal 2015. In fiscal 2015, the impairment charge was included in other income (expense), other, netis reflected in the consolidated statement of income. table below:
| | | | | | | | | | | | | | | | | | | | |
| | | Fair Value Measurement at
January 31, 2021 | | | | |
| (In thousands) | | | | | | | | | | | | | | | |
Long-Term Debt and Related Current Maturities | | $ | — | | | $ | — | | | $ | 12,586 | | | $ | 12,586 | | | $ | 12,576 | |
| | | |
| | | Fair Value Measurement at
January 31, 2020 | | | | |
| (In thousands) | | | | | | | | | | | | | | | |
Long-Term Debt and Related Current Maturities | | $ | — | | | $ | — | | | $ | 13,258 | | | $ | 13,258 | | | $ | 13,034 | |
The Company estimatedabove table does not include the PPP loan, as the fair value of the RocklandPPP loan approximates its carrying value.
The fair value of our long-term debt, including the current portion, is estimated by discounting the future cash flows using current interest rates at which similar borrowings with the same maturities would be made to borrowers with similar credit ratings and is classified as Level 3.
On March 24, 2021, we entered into a First Amendment to Credit Agreement (the “Amendment”) to the A&R Credit Agreement(the “A&R Credit Agreement,” as
amended by the Amendment; the “Amended Credit Agreement”) with Bank of America, N.A., as lender (the “Lender”), ANI ApS and TrojanLabel. Immediately prior to the closing of the Amendment, we repaid $2.6 million in principal amount of the term loan outstanding under the A&R Credit Agreement, resulting in an outstanding balance of the term loan of $10.0 million and no amount drawn and outstanding under the revolving credit facility
usingunder the
market valuesA&R Credit Agreement. The Amended Credit Agreement provides for
similar properties less(i) a term loan in the
costprincipal amount of $10.0 million, and (ii) a $22.5 million revolving credit facility available for general corporate purposes. At the closing of the Amendborrowed the entire $10.0 million term loan which was used to
sell. On October 29, 2015,refinance, in full, the
Company completedoutstanding term loan under the
saleA&R Credit Agreement. Under the Amended Credit Agreement, revolving credit loans may continue to be borrowed, at our option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Kroner. The Amended Credit Agreement requires that the term loan be paid as follows: the principal amount of this facility for $1,800,000 in cash. The net cash proceeds received of $1,698,000 reflect closing costs and broker fees previously accrued. After considering reserved amounts, the net losseach quarterly installment required to be paid on the salelast day of $3,000each of our fiscal quarters ending on or about April 30, 2021 through January 31, 2022 is $187,500; the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about April 30, 2022 through January 31, 2023 is $250,000; the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about April 30, 2023 through January 31, 2025 is $312,500; the principal amount of each quarterly installment required to be paid on the last day of each of our fiscal quarters ending on or about April 30, 2025 and July 31, 2025 is $500,000; and the entire remaining principal balance of the term loan is required to be paid on September 30, 2025. We may voluntarily prepay the term loan, in whole or in part, from time to time without premium or penalty (other than customary breakage costs, if applicable). We may repay borrowings under the revolving credit facility at any time without premium or penalty (other than customary breakage costs, if applicable), but in any event no later than September 30, 2025, at which time any outstanding revolving loans will be due and payable in full, and the revolving credit facility will terminate. We may reduce or terminate the revolving line of credit at any time, subject to certain thresholds and conditions, without premium or penalty.
The Amended Credit Agreement includes an uncommitted accordion provision under which the term loan and/or revolving credit facility commitments may be increased in an aggregate principal amount not exceeding $10.0 million, subject to obtaining the agreement of the Lender and the satisfaction of certain other conditions.
The interest rates under thePrior
Credit Agreement were modified in the Amended Credit Agreement as follows: the term loan and revolving credit loans bear interest at a rate per annum equal to, at our option, either (a) the LIBOR Rate as de in the Amended Credit Agreement (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 1.60% to 2.30% based on our consolidated leverage ratio, or (b) a fluctuating reference rate equal to the highest of (i) the federal fund rate plus 0.50%, (ii) Bank of America’s publicly announced prime rate, (iii) the LIBOR Rate plus 1.00% or (iv) 0.50%, plus a margin that varies within a range of 0.60% to 1.30% based on our consolidated leverage ratio. In addition to certain other fees and expenses that we are required to pay to the Lender, we are required to pay a commitment fee on the undrawn portion of the revolving credit facility that varies within a range of 0.15% and 0.30% based on our consolidated leverage ratio. The commitment fee paid on the undrawn portion of the revolving credit facility was
recognized$28,000 for fiscal year 2021 and is included in the interest expense line in the consolidated income statement for the period ended January 31,
2016.2021.
As under the Prior Credit Agreement, the loans under the Amended Credit Agreement are subject to certain mandatory prepayments, subject to various exceptions, from (a) net cash proceeds from certain dispositions of property, (b) net cash proceeds from certain issuances of equity, (c) net cash proceeds from certain issuances of additional debt and (d) net cash proceeds from certain extraordinary receipts.
Amounts repaid under the revolving credit facility may be reborrowed, subject to continued compliance with the Amended Credit Agreement. No amount of the term loan that is repaid may be reborrowed.
We must comply with various customary financial andnon-financial
covenants under the Amended Credit Agreement. The financial covenants under the Amended Credit Agreement consist of a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. The minimum EBITDA, minimum consolidated asset coverage ratio, minimum liquidity and maximum capital expenditures covenants with which we were required to comply under the Prior Credit Agreement were eliminated by the Amendment. The primarynon-financial
covenants limit our and our subsidiaries’ ability to incur future indebtedness, to place liens on assets, to pay dividends or distributions on their capital stock, to repurchase or acquire their capital stock, to conduct mergers or acquisitions, to sell assets, to alter their capital structure, to make investments and loans, to change the nature of their business, and to prepay subordinated indebtedness, in each case subject to certain exceptions and thresholds as set forth in the Amended Credit Agreement, certain of which provisions were modified by the Amendment. The Lender is entitled to accelerate repayment of the loans and to terminate its revolving credit commitment under the Amended Credit Agreement upon the occurrence of any of various customary events of default, which include, among other events, the following (which are subject, in some cases, to certain grace periods): failure to pay when due any principal, interest or other amounts in respect of the loans, breach of any of our covenants or representations under the loan documents, default under any other of our or our subsidiaries’ significant indebtedness agreements, a bankruptcy, insolvency or similar event with respect to us or any of our subsidiaries, a significant unsatisfied judgment against us or any of our subsidiaries, or a change of control.
Our obligations under the Amended Credit Agreement continue to be secured by substantially all of our personal property assets (including a pledge of the equity interests held in ANI ApS, in our wholly-owned German subsidiary AstroNova GmbH, and in our wholly-owned French subsidiary AstroNova SAS), subject to certain exceptions, and by a mortgage on our owned real property in West Warwick, Rhode Island. Pursuant to the Amendment, the guarantees of our obligations under the Prior Credit Agreement that were previously provided by ANI ApS and TrojanLabel were released.
Quarterly Financial Information (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 30,919 | | | $ | 27,658 | | | $ | 28,017 | | | $ | 29,438 | | | | | | | $ | 36,181 | | | $ | 33,468 | | | $ | 33,318 | | | $ | 30,479 | | | | | |
| | | 20,064 | | | | 17,871 | | | | 18,282 | | | | 18,456 | | | | | | | | 21,942 | | | | 21,491 | | | | 21,021 | | | | 20,234 | | | | | |
| | | 10,855 | | | | 9,787 | | | | 9,735 | | | | 10,982 | | | | | | | | 14,239 | | | | 11,977 | | | | 12,297 | | | | 10,245 | | | | | |
| | | | 35.1 | % | | | 35.4 | % | | | 34.7 | % | | | 37.3 | % | | | | | | | 39.4 | % | | | 35.8 | % | | | 36.9 | % | | | 33.6 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 5,925 | | | $ | 5,555 | | | $ | 5,553 | | | $ | 6,267 | | | | | | | $ | 6,765 | | | $ | 6,413 | | | $ | 6,944 | | | $ | 6,762 | | | | | |
| | | 1,940 | | | | 1,493 | | | | 1,412 | | | | 1,361 | | | | | | | | 2,007 | | | | 1,785 | | | | 2,076 | | | | 2,216 | | | | | |
| | | 2,327 | | | | 2,535 | | | | 2,353 | | | | 2,206 | | | | | | | | 2,999 | | | | 2,616 | | | | 2,830 | | | | 2,912 | | | | | |
| | | 10,192 | | | | 9,583 | | | | 9,318 | | | | 9,834 | | | | | | | | 11,771 | | | | 10,814 | | | | 11,850 | | | | 11,890 | | | | | |
| | | 663 | | | | 204 | | | | 417 | | | | 1,148 | | | | | | | | 2,468 | | | | 1,163 | | | | 447 | | | | (1,645 | ) | | | | |
| | | | 2.1 | % | | | 0.7 | % | | | 1.5 | % | | | 3.9 | % | | | | | | | 6.8 | % | | | 3.5 | % | | | 1.3 | % | | | (5.4 | )% | | | | |
Other Income (Expense), Net | | | (349 | ) | | | 328 | | | | (437 | ) | | | 204 | | | | | | | | (368 | ) | | | (183 | ) | | | (238 | ) | | | (275 | ) | | | | |
Income (Loss) Before Taxes | | | 314 | | | | 532 | | | | (20 | ) | | | 1,352 | | | | | | | | 2,100 | | | | 980 | | | | 209 | | | | (1,920 | ) | | | | |
Income Tax Provision (Benefit) | | | (118 | ) | | | 529 | | | | (32 | ) | | | 516 | | | | | | | | 400 | | | | 29 | | | | (247 | ) | | | (572 | ) | | | | |
| | $ | 432 | | | $ | 3 | | | $ | 12 | | | $ | 836 | | | | | | | $ | 1,700 | | | $ | 951 | | | $ | 456 | | | $ | (1,348 | ) | | | | |
Net Income (Loss) per Common Share—Basic | | $ | 0.06 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.12 | | | | | | | $ | 0.24 | | | $ | 0.14 | | | $ | 0.06 | | | $ | (0.19 | ) | | | | |
Net Income (Loss) per Common Share—Diluted | | $ | 0.06 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.12 | | | | | | | $ | 0.23 | | | $ | 0.13 | | | $ | 0.06 | | | $ | (0.19 | ) | | | | |
Annual totals may not agree to the summation of quarterly information due to insignificant rounding and the required calculation conventions.
| Certain amounts reported in the prior quarters may have been reclassified to conform to our current presentation atyear-end. |
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
| | | | | | | | | | | | | | | | |
Description | | Balance at
Beginning
of Year | | | Provision
Charged to
Operations | | | Deductions(2) | | | Balance
at End
of Year | |
Allowance for Doubtful Accounts(1): | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | | | | | | | |
Year Ended January 31, | | | | | | | | | | | | | | | | |
2016 | | $ | 343 | | | $ | 112 | | | $ | (51 | ) | | $ | 404 | |
2015 | | $ | 370 | | | $ | 60 | | | $ | (87 | ) | | $ | 343 | |
| | | | | | | | | | | | | | | | |
| | Balance at
Beginning
of Year | | | Provision/
(Benefit)
Charged to
Operations | | | | | | | |
Allowance for Doubtful Accounts(1): | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | $ | 856 | | | $ | 194 | | | $ | 4 | | | $ | 1,054 | |
| | $ | 521 | | | $ | 546 | | | $ | (211 | ) | | $ | 856 | |
| | $ | 377 | | | $ | 310 | | | $ | (166 | ) | | $ | 521 | |
| (1) | The allowance for doubtful accounts has been netted against accounts receivable in the balance sheets as of the respective balance sheet dates. |
| (2) | Uncollectible accounts written off, net of recoveries, also includes foreign exchange adjustment.recoveries. |
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