UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 26, 2023

ASTRONOVA, INC.

(Exact name of registrant as specified in its charter)


Rhode Island
 0-13200
 05-0318215

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 
600 East Greenwich Avenue
West Warwick, RI 02893
(Address of principal executive offices) (Zip Code)

(401) 828-4000

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class

  

Trading

Symbol(s)

  

Name of Each Exchange

on which Registered
Common Stock, $0.05 Par Value
   ALOT
   NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 2.05 Costs Associated with Exit or Disposal Activities.
 
On July 26, 2023, we adopted a restructuring plan for our Product Identification segment.  As part of the restructuring plan, we will transition a portion of the printer manufacturing within our Product Identification segment from our facilities in Asia and West Warwick, Rhode Island to our Astro Machine, Inc. facility located in Elk Grove Village, Illinois. In addition, we will cease selling certain of our older, lower-margin or low volume Product Identification segment products. As part of the restructuring plan, we also intend to consolidate certain of our international Product Identification sales and distribution facilities and to streamline our channel partner network. In addition, we have made targeted reductions to our workforce. We expect to substantially complete this plan during our fiscal year 2024.
 
As a result of the adoption and implementation of our Product Identification segment restructuring plan, in the second quarter of our fiscal year 2024 we expect to record pre-tax restructuring and other charges of approximately $3.2 million, comprised primarily of non-cash charges of approximately $1.7 million related to inventory write-offs related to product curtailment and discontinuation, and cash charges of approximately $1.5 million consisting of $0.8 million related to severance and related costs, approximately $0.6 million related to the voluntary retrofit of customer printers caused by an ink supplier’s quality problem, and $0.1 million related to lease terminations. We expect that approximately $3.0 million of these expenses will be recognized in the second quarter of our fiscal year 2024. We also expect to incur additional charges of approximately $0.2 million for related costs during the third quarter of fiscal year 2024 and thereafter, which will be expensed as incurred.
 
A copy of the press release containing the announcement of our restructuring plan for our Product Identification segment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
This current report on Form 8-K contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve risks and uncertainties. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning future events and results. These statements may include the use of 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 anticipated performance, 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, (i) the risk that we may not realize the anticipated benefits of our Product Identification segment restructuring plan, (ii) the risk that we may not be able to realize the expected synergies from our acquisition of Astro Machine, (iii) the risk that apparent improvements in the Aerospace and Defense sectors may not continue and (iv) those factors set forth in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 and subsequent filings we make with the Securities and Exchange Commission. Except as required by law, 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 current report on Form 8-K.

Item 9.01 Financial Statement and Exhibits.
 
(d)          Exhibits

Exhibit No.
 Exhibit
   
99.1
 Press Release dated August 1, 2023
104
 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
ASTRONOVA, INC.
 
 
Dated:  August 1, 2023
By:
/s/  David S. Smith
 
  
David S. Smith
 
  
Vice President, Chief Financial Officer and Treasurer


3

AstroNova Announces Strategic Realignment of Product Identification Segment to Improve Cost and Operational Efficiencies

Restructuring Actions Expected to Generate Cost Savings of More than $2.4 Million on an Annualized Basis

WEST WARWICK, R.I.--(BUSINESS WIRE)--August 1, 2023--AstroNova, Inc. (Nasdaq: ALOT) (“AstroNova” or the “Company”), a global leader in data visualization technologies, today announced the implementation of a realignment of its Product Identification (“PI”) segment. The realignment is designed to streamline the cost structure and enhance the operational efficiencies of the segment to capitalize on the synergies of the Company’s Astro Machine, Inc. subsidiary, which was acquired in August 2022.

As part of the realignment, AstroNova will transition more PI printer manufacturing from both Asia and its West Warwick, Rhode Island plant to the Astro Machine facility in Elk Grove Village, Illinois. In addition, AstroNova will exit certain older, lower-margin or low volume PI products to focus on expanding the sales of higher margin product lines with more advanced functionality and greater demand. Related initiatives include consolidation of international PI sales and distribution facilities and streamlining of AstroNova’s channel partner network, as well as acceleration of the ongoing printer retrofit program to restore printers sidelined due to a supplier’s ink quality issue.

“Leveraging our continuous improvement process and the synergies that we continue to realize with last year’s acquisition of Astro Machine, we have identified opportunities to streamline the selling process and better utilize our manufacturing footprint,” said Greg Woods, AstroNova’s President and Chief Executive Officer. “Creating a leaner, more efficient PI segment focuses resources on delivering the best solutions for customers and the highest-return opportunities for AstroNova.”

The actions being announced today are expected to generate more than $2.4 million in annualized savings for AstroNova. To realize these ongoing improvements, the Company will incur a pre-tax restructuring charge of approximately $3.2 million, of which approximately $1.7 million will be non-cash. A substantial portion of the restructuring charge will be recorded in the Company’s fiscal 2024 second-quarter financial results for the three months ended July 29, 2023.

AstroNova plans to release its FY 2024 second-quarter financial results before the opening of the market on Wednesday, September 6, 2023.

About AstroNova

AstroNova (Nasdaq: ALOT), a global leader in data visualization technologies since 1969, designs, manufactures, distributes, and services a broad range of products that acquire, store, analyze, and present data in multiple formats.

The Product Identification segment provides a wide array of digital, end-to-end product marking and identification solutions including hardware, software, and supplies for OEMs, commercial printers, and brand owners. The Test and Measurement segment provides products designed for airborne printing solutions, avionics, and data acquisition. Our aerospace products include flight deck printing solutions, networking hardware, and specialized aerospace-grade supplies. Our data acquisition systems are used in research and development, flight testing, missile and rocket telemetry production monitoring, power, and maintenance applications.

AstroNova is a member of the Russell Microcap® Index and the LD Micro Index (INDEXNYSEGIS: LDMICRO). Additional information is available by visiting https://astronovainc.com/.

Forward-Looking Statements

Information included in this news release 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. These statements may include the use of 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 the Company’s anticipated performance, 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, (i) the risk that we may not realize the anticipated benefits of our Product Identification segment restructuring plan, (ii) the risk that we may not be able to realize the expected synergies from our acquisition of Astro Machine, (iii) the risk that apparent improvements in the Aerospace and Defense sectors may not continue and (iv) those factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023 and subsequent filings AstroNova makes with the Securities and Exchange Commission. The Company undertakes 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 news release.

Contacts

Scott Solomon
Sharon Merrill Associates, Inc.
(857) 383-2409
ALOT@investorrelations.com

v3.23.2
Document and Entity Information
Jul. 26, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 26, 2023
Entity Registrant Name AstroNova, Inc.
Entity Incorporation, State or Country Code RI
Entity File Number 0-13200
Entity Tax Identification Number 05-0318215
Entity Address, Address Line One 600 East Greenwich Avenue
Entity Address, City or Town West Warwick
Entity Address, State or Province RI
Entity Address, Postal Zip Code 02893
City Area Code 401
Local Phone Number 828-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000008146
Title of 12(b) Security Common Stock, $0.05 Par Value
Trading Symbol ALOT
Security Exchange Name NASDAQ
AstroNova (NASDAQ:ALOT)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more AstroNova Charts.
AstroNova (NASDAQ:ALOT)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more AstroNova Charts.