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raw/filings/0000008146/2014/0001193125-15-122389/filing.txt ADDED
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1
+ Item 1. Business
2
+ General
3
+ Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc.
4
+ and its consolidated subsidiaries.
5
+ Astro-Med designs, develops, manufactures and distributes a broad range of specialty
6
+ printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software
7
+ products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, packaging and transportation.
8
+ The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers
9
+ outside of the United States primarily through our branch offices in Canada and Europe as well as with independent dealers and representatives. Approximately 30% of the Company’s sales in fiscal 2015 were to customers located outside the United
10
+ States.
11
+ Astro-Med operates its business through two operating segments, QuickLabel Systems (QuickLabel) and Astro-Med
12
+ Test & Measurement (T&M). Financial information by business segment and geographic area appears in Note 13 to the consolidated financial statements of this Annual Report on Form 10-K.
13
+ On January 22, 2014, Astro-Med completed the acquisition of the ruggedized printer product line from Miltope Corporation,
14
+ a company of VT Systems (“Miltope”). Astro-Med’s ruggedized printer product line is reported as part of the Test & Measurement (T&M) segment. The results of the Miltope’s ruggedized printer product line
15
+ operations have been included in the consolidated financial statements of the Company since the acquisition date. Refer to Note 2, “Acquisition,” for further details.
16
+ On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) in order to focus on its core businesses. Grass manufactured
17
+ polysomnography and electroenecephalography systems for both clinical and research use along with the related accessories and proprietary electrodes. Consequently, the Company has classified the results of operations of Grass as discontinued
18
+ operations for the fiscal 2014 period presented. Refer to Note 20, “Discontinued Operations,” in the consolidated financial statements for a further discussion.
19
+ 3
20
+ Table of Contents
21
+ The following description of our business should be read in conjunction with
22
+ “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 15 through 22 of this Annual Report on Form 10-K.
23
+ Description of Business
24
+ Product Overview
25
+ Astro-Med leverages its expertise in data visualization technologies to design, manufacture, and market specialty
26
+ 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
27
+ QuickLabel ® Systems (QuickLabel ® ) and Astro-Med ®
28
+ Test & Measurement (T&M).
29
+ Products sold under the QuickLabel ® brand are used in industrial and commercial product packaging and automatic identification applications to digitally
30
+ print custom labels and other visual identification marks on demand. Products sold under the Astro-Med T&M brand acquire and record visual and electronic signal data from local and networked sensors. The recorded data is processed and analyzed
31
+ and then stored and presented in various visual output formats. In the aerospace market, the Company has a long history of using its data visualization technologies to provide high-resolution ruggedized airborne printers.
32
+ Products sold under the QuickLabel brand include digital color label printers and specialty OEM printing systems as well as a full line of
33
+ consumables including labels, tags, ink, toner, and thermal transfer ribbon. In addition, QuickLabel Systems sells special software used to design labels and other identification marks for a wide variety of applications especially in the field of
34
+ packaging. QuickLabel provides training and support on a worldwide basis via highly trained service technicians.
35
+ In the color
36
+ label market, QuickLabel Systems 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
37
+ 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
38
+ include apparel, chemicals, cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods.
39
+ Current QuickLabel models include the Kiaro! family of high-speed inkjet color label printers; the Vivo! Touch, an electrophotographic color label printer; and the QLS-4100 Xe color thermal transfer label
40
+ printer. QuickLabel also sells and supports its Pronto! family of barcode printers which utilize single color-thermal transfer label printing technology as well as an array of custom designed OEM printers.
41
+ Products sold under the Astro-Med T&M brand acquire and record visual and electronic signal data from local and networked sensors. The
42
+ recorded data is processed and analyzed and then stored and presented in various visual output formats. The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of
43
+ industries.
44
+ Astro-Med Test & Measurement products include the DMX 8000 portable data acquisition
45
+ system, TMX ™ high-speed data acquisition system, Dash ® 8HF-HS data recorders,
46
+ Everest ® telemetry recorders, ToughWriter ® and Miltope-brand narrow and wide format airborne printers and ToughSwitch ® ruggedized Ethernet switches.
47
+ Astro-Med’s airborne printers are used in the flight deck and in the cabin of military and commercial aircraft to print hard copies
48
+ of airport approach plates, flight itineraries, weather maps, connecting gate information, and ground communications. ToughSwitch Ethernet switches are used in military aircraft and military vehicles to connect multiple computers or Ethernet
49
+ devices. The airborne printers and Ethernet switches are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter
50
+ airborme printers for numerous aircraft made by Airbus, Boeing, Bombardier, Lockheed and others.
51
+ 4
52
+ Table of Contents
53
+ The Company’s family of portable data recorders is used in R&D
54
+ and maintenance applications in aerospace and defense, energy discovery and production operations, automotive R&D centers, and a variety of other industrial applications. The TMX ™ data acquisition system is designed for data capture of long-term testing in aerospace, automotive, and other industrial applications where the ability to monitor
55
+ high channel counts, and accept and view a wide variety of input signals, including time-stamped and synchronized video capture data and audio notation, is important.
56
+ Everest telemetry recorders are used widely in the aerospace industry to monitor and track space vehicles, aircraft, missiles and other systems in flight.
57
+ Technology
58
+ The core
59
+ technologies of Astro-Med relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor or electronic storage media, and (4) analyzing the data.
60
+ Patents and Copyrights
61
+ Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and
62
+ registers its brand trademarks. While we consider our patents to be important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss
63
+ or termination would have a material adverse effect on the Company’s business taken as a whole.
64
+ Manufacturing and Supplies
65
+ Astro-Med manufactures most of the products that it designs and sells. Raw materials and supplies are typically available
66
+ from a wide variety of sources. Astro-Med manufactures most of the sub-assemblies and parts in-house including printed circuit board assemblies, harnesses, machined parts, and general final assembly. Many parts are standard electronic items
67
+ available from multiple sources. Others are parts designed by us but are manufactured by outside vendors. There are a few parts that are sole source, but these parts could be sourced elsewhere with appropriate changes in the design of our product.
68
+ Product Development
69
+ Astro-Med maintains an active program of product research and development. During fiscal 2015 and 2014, we spent $5,802,000 and $5,072,000, respectively, on Company-sponsored product development. We are
70
+ committed to continuous product development as essential to our organic growth and expect to continue our focus on research and development efforts in fiscal 2016 and beyond.
71
+ Marketing and Competition
72
+ The Company competes worldwide in multiple
73
+ markets. In the specialty printing field, we believe we lead the world in bench-top color label printing technology and in aerospace printers. In the data acquisition area, we believe that we are one of the leaders in portable high speed data
74
+ acquisition systems.
75
+ We retain a leadership position by virtue of proprietary technology, product reputation, delivery,
76
+ technical assistance, and service to customers. The number of competitors varies by product line. Our management believes that we have a market leadership position in many of the markets we serve. Key competitive factors vary among our product
77
+ lines, but include technology, quality, service and support, distribution network, and breadth of product and service offerings.
78
+ Our products are sold by direct field salespersons as well as independent dealers and representatives. In the United States, the Company
79
+ has factory-trained direct field salespeople located in major cities from coast to coast
80
+ 5
81
+ Table of Contents
82
+ specializing in either QuickLabel or Astro-Med T&M products. Additionally, we have direct field sales or service centers in Canada, France, Germany, Mexico, Southeast Asia and the United
83
+ Kingdom staffed by our own employees. In the rest of the world, Astro-Med utilizes approximately 90 independent dealers and representatives selling and marketing our products in 60 countries.
84
+ No single customer accounted for 10% or more of our net sales in either of the last two fiscal years.
85
+ International Sales
86
+ In
87
+ fiscal 2015 and 2014, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $26,853,000 and $19,913,000, respectively.
88
+ Order Backlog
89
+ Astro-Med’s backlog fluctuates regularly. It consists of a blend of orders for end user customers as well as original equipment
90
+ manufacturer customers. Manufacturing is geared to forecasted demands and applies a rapid turn cycle to meet customer expectations. Accordingly, the amount of order backlog may not indicate future sales trends. Backlog at January 31, 2015 and
91
+ 2014 was $12,061,000 and $14,013,000, respectively.
92
+ Employees
93
+ As of January 31, 2015, Astro-Med employed 340 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
94
+ good.
95
+ Other Information
96
+ The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual transactions, which can cause fluctuations in sales from quarter to quarter.
97
+ Available Information
98
+ We make available on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable,
99
+ amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the
100
+ Securities Exchange Commission (SEC). These filings are also accessible on the SEC’s website at http://www.sec.gov.
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1
+ Item 13. Certain Relationships, Related Transactions and Director Independence
2
+ The response to this item is incorporated by reference to the Company’s definitive Proxy Statement for
3
+ the 2015 Annual Meeting of Shareholders.
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1
+ Item 9A. Controls and Procedures
2
+ Evaluation of Disclosure Controls and Procedures
3
+ Our management has
4
+ 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
5
+ 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
6
+ and procedures are effective at January 31, 2015 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
7
+ communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
8
+ Management’s Annual Report on Internal Control over Financial Reporting
9
+ The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such
10
+ term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the
11
+ preparation of published financial statements in accordance with generally accepted accounting principles.
12
+ Because of the
13
+ 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
14
+ changes in conditions, or the degree of compliance may deteriorate.
15
+ Management conducted its evaluation of the effectiveness
16
+ of its internal control over financial reporting as of January 31, 2015. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
17
+ of the Treadway Commission (“COSO”). Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2015, the Company’s internal control over financial reporting was
18
+ effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.”
19
+ This annual report does
20
+ 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
21
+ firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this annual report.
22
+ Changes in Internal Controls over Financial Reporting
23
+ There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to affect, our
24
+ internal control over financial reporting.
raw/filings/0000008146/2014/0001193125-15-122389/rp_note.txt ADDED
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1
+ RELATED PARTY TRANSACTIONS
2
+ Potential conflicts of interest and related party transactions are referred by the Board to the Audit Committee for review and approval.
3
+ In reviewing and evaluating potential conflicts of interest and related party transactions, the Audit Committee uses applicable NASDAQ listing standards and SEC rules as a guide.
4
+ 18
5
+ Other than as described below, no officer, director or nominee for director of the Company
6
+ or any associate of any of the foregoing had during the fiscal year ended January 31, 2015 any material interest, direct or indirect, in any material transaction or any material proposed transaction in which the amount exceeds $120,000 and to
7
+ which the Company was or is to be a party.
8
+ The
9
+ Company employs three sons of director Everett V. Pizzuti, to whom the Company paid or accrued over $120,000 in compensation during the fiscal year ended January 31, 2015: Eric Pizzuti, as Vice President and General Manager of QuickLabel
10
+ Systems, Christopher Pizzuti, as a QuickLabel Field Sales Engineer, and Kevin Pizzuti, as a District Manager, QuickLabel Systems. The Company paid Eric Pizzuti $184,998 in salary and bonus and paid Christopher Pizzuti and Kevin Pizzuti $161,741 and
11
+ $127,312, respectively, in salary and sales commissions. Eric Pizzuti also received options for 5,500 shares, a vacation payout of $8,922 and a matching contribution to his Profit Sharing Plan account of $5,261. Christopher Pizzuti also received
12
+ options for 500 shares, an automobile allowance of $7,500 and a vacation payout of $2,094. Kevin Pizzuti also received an automobile allowance of $7,500, a vacation payout of $2,308 and a matching contribution to his Profit Sharing Plan account of
13
+ $1,253. In addition, the Company made a $678 contribution to each of their ESOP accounts.
14
+ The Company also employs April Ondis, a Co-Executor of the Ondis Estate, as Senior Manager, Applied Marketing of QuickLabel Systems product group. As Co-Executor of the Ondis Estate, Ms. Ondis is
15
+ deemed to be the beneficial owner of more than 5% of the Company’s outstanding common stock, and, therefore a “related person” of the Company. The Company paid Ms. Ondis $125,455 in salary and commission and a vacation payout of
16
+ $4,258. Ms. Ondis also received options for 600 shares. The Company also made contributions of $2,054 and $678 to her Profit Sharing Plan and ESOP accounts, respectively.
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2
+ 0000008146,ALOT,"AstroNova, Inc.",10-K,2016-04-08,2016-01-31,2016-04-08T14:21:38.000Z,0001193125-16-534900,d266722d10k.htm,FORM 10-K,7227937,1,0,https://www.sec.gov/Archives/edgar/data/8146/000119312516534900/d266722d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312516534900/,2015,2015,1
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1
+ Item 1. Business
2
+ General
3
+ Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our,” and
4
+ “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc. and its consolidated subsidiaries.
5
+ Astro-Med
6
+ designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and
7
+ present data in multiple formats. Target markets for hardware and software products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general
8
+ manufacturing, packaging and transportation.
9
+ The Company’s products are distributed through its own sales force and
10
+ 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% of the
11
+ Company’s sales in fiscal 2016 were to customers located outside the United States.
12
+ Astro-Med operates its business
13
+ through two operating segments, QuickLabel and Astro-Med Test & Measurement (T&M). Financial information by business segment and geographic area appears in Note 14 to our audited consolidated financial statements included elsewhere in
14
+ this report.
15
+ On June 19, 2015, Astro-Med completed the asset purchase of the aerospace printer product line from Rugged
16
+ Information Technology Equipment Corporation (RITEC) 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 the
17
+ T&M product group and is reported as part of 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
18
+ Company began shipment of the RITEC products in the third quarter of the current fiscal year. Refer to Note 2, “Acquisition,” in our audited consolidated financial statements included elsewhere in this report.
19
+ On September 25, 2015, the Company announced it would immediately begin doing business as AstroNova on a
20
+ worldwide basis. The name change is part of the plan to modernize the Company and effectively communicate our strategy. The AstroNova name and brand emphasizes our traditional strengths in aerospace and acknowledges our expanding presence in
21
+ 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
22
+ to go to market under the QuickLabel brand.
23
+ 3
24
+ Table of Contents
25
+ The Company has filed for trademark protection of the AstroNova name and logo in the United
26
+ States and other countries.
27
+ Unless and until the Company formally changes its name, the Company’s common stock will
28
+ continue to trade on the NASDAQ Global Market stock exchange under its name, Astro-Med, Inc., using its present ticker symbol, ALOT.
29
+ 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 16 through 23
30
+ of this Annual Report on Form 10-K.
31
+ Description of Business
32
+ Product Overview
33
+ Astro-Med leverages its expertise in
34
+ 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
35
+ systems and test and measurement systems, sold under the brand names QuickLabel ® and Astro-Med ® Test & Measurement (T&M).
36
+ Products sold under the QuickLabel brand are used in industrial and commercial product packaging and automatic
37
+ identification applications to digitally print custom labels and other visual identification marks on demand. Products sold under the Astro-Med T&M brand acquire and record visual and electronic signal data from local and networked data streams
38
+ and sensors. The recorded data is processed and analyzed and then stored and presented in various visual output formats. In the aerospace market, the Company has a long history of using its data visualization technologies to provide high-resolution
39
+ airborne printers.
40
+ QuickLabel brand products include digital color label printers and specialty OEM printing systems as well
41
+ as a full line of consumables including labels, tags, inks, toner, and thermal transfer ribbons. In addition, QuickLabel sells special software used to design labels and other identification marks for a wide variety of applications especially in the
42
+ field of packaging. QuickLabel provides training and support on a worldwide basis via highly trained service technicians.
43
+ In
44
+ 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
45
+ 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
46
+ include apparel, chemicals, cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods.
47
+ Current QuickLabel models include the Kiaro! family of high-speed inkjet color label printers and the QLS-4100 Xe color thermal transfer label printer. QuickLabel also sells and supports its Pronto!
48
+ family of barcode printers which utilize single color-thermal transfer label printing technology as well as an array of custom designed OEM printers.
49
+ Products sold under the Astro-Med T&M brand 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
50
+ stored and presented in various visual output formats. The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of industries.
51
+ Astro-Med T&M products include the Daxus ® portable data acquisition system, TMX™ high-speed data acquisition system, Dash ® 8HF-HS data recorders,
52
+ Everest ® telemetry recorders, ToughWriter ® , Miltope-brand and RITEC-brand airborne printers and ToughSwitch ® ruggedized Ethernet switches.
53
+ Astro-Med’s airborne printers are used in the flight deck and in the cabin of military, commercial and business aircraft to print
54
+ hard copies of data required for the safe and efficient operation of aircraft including navigation maps, arrival and departure procedures, flight itineraries, weather maps, performance data, passenger
55
+ 4
56
+ Table of Contents
57
+ data, and various air traffic control data. ToughSwitch Ethernet switches are used in military aircraft and military vehicles to connect multiple computers or Ethernet devices. The airborne
58
+ printers and Ethernet switches are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter airborne printers for
59
+ numerous aircraft made by Airbus, Boeing, Embraer, Bombardier, Lockheed, Gulfstream and others.
60
+ The Company’s family of
61
+ portable data recorders is used in research and development (R&D) and maintenance applications in aerospace and defense, energy discovery and production operations, rapid rail, automotive, and a variety of other transportation and industrial
62
+ applications. The TMX™ data acquisition system is designed for data capture of long-term testing where the ability to monitor high channel counts and view a wide variety of input signals, including time-stamped and synchronized video capture
63
+ data and audio notation is important.
64
+ Everest telemetry recorders are used widely in the aerospace industry to monitor and
65
+ track space vehicles, aircraft, missiles and other systems in flight.
66
+ Technology
67
+ The core technologies of Astro-Med are data visualization technologies that relate to (1) acquiring data, (2) conditioning the
68
+ data, (3) displaying the data on hard copy, monitor or electronic storage media, and (4) analyzing the data.
69
+ Patents and
70
+ Copyrights
71
+ Astro-Med holds a number of product patents in the United States and in foreign countries. We rely on a
72
+ combination of copyright, patent, trademark and trade secret laws in the United States and other jurisdictions to protect our technology and brand name. While we consider our intellectual property to be important to the operation of our business, we
73
+ do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the Company’s business taken as a whole.
74
+ Manufacturing and Supplies
75
+ Astro-Med manufactures most of the products that it designs and sells. Raw materials and supplies are typically available from a wide variety of sources. Astro-Med manufactures most of the sub-assemblies
76
+ and parts in-house including printed circuit board assemblies, harnesses, machined parts, and general final assembly. Many parts are standard electronic items available from multiple sources. Other parts are designed by us and manufactured by
77
+ outside vendors. There are a few parts that are sole source, but these parts could be sourced elsewhere with appropriate changes in the design of our product.
78
+ Product Development
79
+ Astro-Med maintains an active program of product
80
+ research and development. During fiscal 2016 and 2015, we spent $6,945,000 and $5,802,000, respectively, on Company-sponsored product development. We are committed to continuous product development as essential to our organic growth and expect to
81
+ continue our focus on research and development efforts in fiscal 2017 and beyond.
82
+ Marketing and Competition
83
+ The Company competes worldwide in multiple markets. In the specialty printing field, we believe we are a market leader in bench-top color
84
+ label printing technology and in aerospace printers. In the data acquisition area, we believe that we are one of the leaders in portable high speed data acquisition systems.
85
+ 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
86
+ management
87
+ 5
88
+ Table of Contents
89
+ believes that we have a market leadership position in many of the markets we serve. Key competitive factors vary among our product lines, but include technology, quality, service and support,
90
+ distribution network, and breadth of product and service offerings.
91
+ Our products are sold by direct field salespersons as well
92
+ as independent dealers and representatives. In the United States, the Company has factory-trained direct field salespeople located in major cities from coast to coast specializing in either QuickLabel or Astro-Med T&M products. Additionally, we
93
+ have direct field sales or service centers in Canada, China, France, Germany, Mexico, Southeast Asia and the United Kingdom staffed by our own employees. In the rest of the world, Astro-Med utilizes approximately 90 independent dealers and
94
+ representatives selling and marketing our products in 64 countries.
95
+ No single customer accounted for 10% or more of our net
96
+ sales in either of the last two fiscal years.
97
+ International Sales
98
+ In fiscal 2016 and 2015, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western
99
+ Europe, amounted to $26,342,000 and $26,853,000, respectively.
100
+ Order Backlog
101
+ Astro-Med’s backlog fluctuates regularly. It consists of a blend of orders for end user customers as well as original equipment
102
+ manufacturer customers. Manufacturing is geared to forecasted demands and applies a rapid turn cycle to meet customer expectations. Accordingly, the amount of order backlog may not indicate future sales trends. Backlog at January 31, 2016 and
103
+ 2015 was $16,630,000 and $12,061,000, respectively.
104
+ Employees
105
+ As of January 31, 2016, Astro-Med employed 329 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are
106
+ good.
107
+ Other Information
108
+ The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual transactions, which can cause fluctuations in sales from quarter to quarter.
109
+ Available Information
110
+ We make available on our website (www.astronovainc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those
111
+ reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities Exchange Commission
112
+ (SEC). These filings are also accessible on the SEC’s website at http://www.sec.gov.
raw/filings/0000008146/2015/0001193125-16-534900/item13.txt ADDED
@@ -0,0 +1,3 @@
 
 
 
 
1
+ Item 13. Certain Relationships, Related Transactions and Director Independence
2
+ The information required by this item is incorporated herein by reference to the Company’s definitive Proxy
3
+ Statement for the 2016 Annual Meeting of Shareholders.
raw/filings/0000008146/2015/0001193125-16-534900/item9a.txt ADDED
@@ -0,0 +1,24 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 9A. Controls and Procedures
2
+ Evaluation of Disclosure Controls and Procedures
3
+ Our management has
4
+ 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
5
+ 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
6
+ and procedures were effective at January 31, 2016 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
7
+ communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
8
+ Management’s Annual Report on Internal Control over Financial Reporting
9
+ The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such
10
+ term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the
11
+ preparation of published financial statements in accordance with generally accepted accounting principles.
12
+ Because of the
13
+ 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
14
+ changes in conditions, or the degree of compliance may deteriorate.
15
+ Management conducted its evaluation of the effectiveness
16
+ of its internal control over financial reporting as of January 31, 2016. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
17
+ 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’s internal control over financial
18
+ reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.”
19
+ This annual
20
+ 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
21
+ public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this annual report.
22
+ Changes in Internal Controls over Financial Reporting
23
+ There have been no
24
+ changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
raw/filings/0000008146/2015/0001193125-16-534900/rp_note.txt ADDED
File without changes
raw/filings/0000008146/2015/0001193125-16-534900/rpt_disclosure.txt ADDED
@@ -0,0 +1,13 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ RELATED PARTY TRANSACTIONS
2
+ Potential conflicts of interest and related party
3
+ transactions are referred by the Board to the Audit Committee for review and approval. In reviewing and evaluating potential conflicts of interest and related party transactions, the Audit Committee uses applicable NASDAQ listing standards and SEC
4
+ rules as a guide.
5
+ Other than as described below,
6
+ no officer, director or nominee for director of the Company or any associate of any of the foregoing had during the fiscal year ended January 31, 2016 any material interest, direct or indirect, in any material transaction or any material
7
+ proposed transaction in which the amount exceeds $120,000 and to which the Company was or is to be a party.
8
+ The Company employs three sons of Everett V. Pizzuti, to two of whom the Company paid or accrued over $120,000 in compensation during the
9
+ fiscal year ended January 31, 2016: Eric Pizzuti, as Vice President and
10
+ 26
11
+ General Manager of QuickLabel Systems, and Christopher Pizzuti, as a QuickLabel Field Sales Engineer. The Company paid Eric Pizzuti $170,209 in salary and bonus and paid Christopher Pizzuti
12
+ $166,567 in salary and sales commissions. Eric Pizzuti also received restricted stock units with a grant date fair value of $179,671, a vacation payout of $2,873 and a matching contribution to his Profit Sharing Plan account of $5,326. Christopher
13
+ Pizzuti also received an automobile allowance of $7,500, a vacation payout of $762, and a matching contribution to his Profit Sharing Plan account of $894.
raw/filings/0000008146/2016/0001193125-17-114309/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
raw/filings/0000008146/2016/0001193125-17-114309/filing_metadata.csv ADDED
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1
+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000008146,ALOT,"AstroNova, Inc.",10-K,2017-04-07,2017-01-31,2017-04-07T00:57:16.000Z,0001193125-17-114309,d313601d10k.htm,FORM 10-K,8581494,1,0,https://www.sec.gov/Archives/edgar/data/8146/000119312517114309/d313601d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312517114309/,2016,2016,1
raw/filings/0000008146/2016/0001193125-17-114309/item1.txt ADDED
@@ -0,0 +1,107 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 1. Business
2
+ General
3
+ Unless otherwise indicated, references to “AstroNova,” the “Company,” “we,” “our,” and
4
+ “us” in this Annual Report on Form 10-K refer to AstroNova, Inc. and its consolidated subsidiaries.
5
+ AstroNova
6
+ designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and
7
+ present data in multiple formats. Target markets for hardware and software products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general
8
+ manufacturing, packaging and transportation.
9
+ The Company’s products are distributed through its own sales force and
10
+ 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% of the
11
+ Company’s sales in fiscal 2017 were to customers located outside the United States.
12
+ We operate the business through two
13
+ operating segments, Product Identification (previously known as the QuickLabel segment) and Test & Measurement (T&M). Financial information by business segment and geographic area appears in Note 13 to our audited consolidated financial
14
+ statements included elsewhere in this report.
15
+ On June 19, 2015, we completed the asset purchase of the aerospace printer
16
+ product line from Rugged Information Technology Equipment Corporation (RITEC). Our aerospace printer product line is part of the T&M product group and is reported as part of the T&M segment. We began shipment of the RITEC products in the
17
+ third quarter of fiscal 2016. Refer to Note 2, “Acquisition,” in our audited consolidated financial statements included elsewhere in this report.
18
+ On February 1, 2017, AstroNova completed its acquisition of TrojanLabel ApS (TrojanLabel) a European manufacturer of digital color label presses and specialty printing systems for a broad range of end
19
+ markets. TrojanLabel will be reported as part of our Product Identification segment beginning with the first quarter of fiscal year 2018. Refer to Note 20, “Subsequent Event,” in our audited consolidated financial statements included
20
+ elsewhere in this report.
21
+ 3
22
+ Table of Contents
23
+ The following description of our business should be read in conjunction with
24
+ “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 17 through 27 of this Annual Report on Form 10-K.
25
+ Description of Business
26
+ Product Overview
27
+ AstroNova leverages its expertise in data visualization technologies to design, manufacture and market specialty
28
+ printing systems, test and measurement systems and related services for select growing markets on a global basis. The business consists of two segments, Product Identification, which includes specialty printing systems sold under the brand name
29
+ QuickLabel ® and Test & Measurement (T&M), which includes test and measurement systems sold under
30
+ the AstroNova™ brand name. Refer to Note 13, “Nature of Operations, Segment Reporting and Geographical Information,” in our audited consolidated financial statements elsewhere in this report for financial information regarding the
31
+ Company’s segments.
32
+ Products sold under the QuickLabel brand are used in industrial and commercial product packaging,
33
+ branding and labeling applications to digitally print custom labels and corresponding visual content on demand. Products sold under the AstroNova brand acquire and record visual and electronic signal data from local and networked data streams and
34
+ sensors. The recorded data is processed and analyzed and then stored and presented in various visual output formats. In the aerospace market, the Company has a long history of using its data visualization technologies to provide high-resolution
35
+ airborne printers.
36
+ Product Identification
37
+ QuickLabel brand products include tabletop and work cell-ready digital color label printers and specialty OEM printing systems as well as a full line of consumables including labels, tags, inks, toner and
38
+ thermal transfer ribbons. In addition, the Product Identification segment sells special software used to design labels and print them on an automated basis and also provides training and support on a worldwide basis via highly trained service
39
+ technicians.
40
+ Through the QuickLabel line, our Product Identification segment offers a broad range of entry-level, mid-range,
41
+ and high-performance digital label printers, providing customers a continuous path to upgrade to new labeling solutions designed, manufactured and sold by the Company. Product Identification segment products are primarily sold to manufacturers,
42
+ processors, and retailers who label products on a short-run basis. QuickLabel’s customers benefit from the efficiency, flexibility and cost-savings of digitally printing their own labels on-site and on-demand. Industry segments that commonly
43
+ benefit from short-run label printing include chemicals, cosmetics, food and beverage, medical products, and pharmaceuticals, among many others.
44
+ Current QuickLabel models include the Kiaro! family of high-speed inkjet color label printers, the QL-111 industrial color label printer and the QL-800 wide format color label printer, as well as a family
45
+ of barcode printers.
46
+ T&M
47
+ Products sold under the AstroNova T&M brand 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
48
+ stored and presented in various visual output formats. The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of industries.
49
+ Our T&M products include the Daxus ® portable data acquisition system,
50
+ TMX ® high-speed data acquisition system, DDX100 SmartCorder ® portable data acquisition system, EVX multi-channel chart recording system, ToughWriter ® , Miltope-brand and RITEC-brand airborne printers and ToughSwitch ® ruggedized Ethernet switches.
51
+ 4
52
+ Table of Contents
53
+ AstroNova airborne printers are used in the flight deck and in the cabin of military,
54
+ commercial and business aircraft to print hard copies of data required for the safe and efficient operation of aircraft, including navigation maps, arrival and departure procedures, flight itineraries, weather maps, performance data, passenger data,
55
+ and various air traffic control data. ToughSwitch Ethernet switches are used in military aircraft and military vehicles to connect multiple computers or Ethernet devices. The airborne printers and Ethernet switches are ruggedized to comply with
56
+ rigorous military and commercial flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter airborne printers for numerous aircraft made by Airbus, Boeing, Embraer, Bombardier,
57
+ Lockheed, Gulfstream and others.
58
+ The Company’s family of portable data recorders is used in research and development
59
+ (R&D) and maintenance applications in aerospace and defense, energy discovery and production operations, rapid rail, automotive, and a variety of other transportation and industrial applications. The TMX data acquisition system is designed for
60
+ data capture of long-term testing where the ability to monitor high channel counts and view a wide variety of input signals, including time-stamped and synchronized video capture data and audio notation is important. The Daxus and DDX 100
61
+ SmartCorder are both powerful instruments designed for portability and ease of use in facilities maintenance applications, field work, test cells and transportation. Daxus and DDX100 SmartCorder can be linked to increase channel count and can also
62
+ be networked for distributed data collection.
63
+ Technology
64
+ Our core technologies are data visualization technologies that relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor or electronic storage
65
+ media, and (4) analyzing the data.
66
+ Patents and Copyrights
67
+ We hold a number of product patents in the United States and in foreign countries. We rely on a combination of copyright, patent,
68
+ trademark and trade secret laws in the United States and other jurisdictions to protect our technology and brand name. While we consider our intellectual property to be important to the operation of our business, we do not believe that any existing
69
+ patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the Company’s business taken as a whole.
70
+ Manufacturing and Supplies
71
+ We manufacture many of the products that we design and sell. Raw materials and supplies are typically available from a wide variety of sources. We manufacture most of the sub-assemblies and parts in-house
72
+ including printed circuit board assemblies, harnesses, machined parts, and general final assembly. Many parts are standard electronic items available from multiple sources. Other parts are designed by us and manufactured by outside vendors. There
73
+ are a few parts that are sole source, but these parts could be sourced elsewhere with appropriate changes in the design of our product.
74
+ Product Development
75
+ We
76
+ maintain an active program of product research and development. During fiscal 2017, 2016 and 2015, we spent $6.3 million, $6.9 million and $5.8 million, respectively, on Company-sponsored product development. We are committed to continuous product
77
+ development as essential to our organic growth and expect to continue our focus on research and development efforts in fiscal 2018 and beyond.
78
+ Marketing and Competition
79
+ The Company competes worldwide in multiple markets. In the specialty printing field, we believe we are a market leader in tabletop color
80
+ label printing technology and in aerospace printers. In the data acquisition area, we believe that we are one of the leaders in portable high speed data acquisition systems.
81
+ 5
82
+ Table of Contents
83
+ We retain a leadership position by virtue of proprietary technology, product reputation,
84
+ delivery, technical assistance, and service to customers. The number of competitors varies by product line. Our management believes that we have a market leadership position in many of the markets we serve. Key competitive factors vary among our
85
+ product lines, but include technology, quality, service and support, distribution network, and breadth of product and service offerings.
86
+ Our products are sold by direct field salespersons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field salespeople located in major
87
+ cities from coast to coast specializing in either Product Identification or AstroNova T&M products. Additionally, we have direct field sales or service centers in Canada, China, France, Germany, Mexico, Southeast Asia and the United Kingdom
88
+ staffed by our own employees, some of whom are third party contractors. In the rest of the world, we utilize approximately 90 independent dealers and representatives selling and marketing our products in 57 countries.
89
+ No single customer accounted for 10% or more of our net revenue in either of the last three fiscal years.
90
+ International Sales
91
+ In
92
+ fiscal 2017, 2016 and 2015, revenue from customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $28.6 million, $26.4 million and $26.8 million, respectively. Refer to Note 13,
93
+ “Nature of Operations, Segment Reporting and Geographical Information,” in our audited consolidated financial statements elsewhere in this report for further financial information by geographic areas.
94
+ Order Backlog
95
+ Our
96
+ backlog varies regularly. It consists of a blend of orders for end-user customers as well as original equipment manufacturer customers. Manufacturing is geared to forecasted demands and applies a rapid turn cycle to meet customer expectations.
97
+ Accordingly, the amount of order backlog may not indicate future sales trends. Backlog at January 31, 2017, 2016 and 2015 was $17.6 million, $18.2 million and $18.3 million, respectively.
98
+ Employees
99
+ As of
100
+ January 31, 2017, we employed 312 team members. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are good.
101
+ Other Information
102
+ The
103
+ Company’s business is not seasonal in nature. However, our revenue is impacted by the size of certain individual transactions, which can cause fluctuations in revenue from quarter to quarter.
104
+ Available Information
105
+ We make available on our website (www.astronovainc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
106
+ 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 Company electronically files such
107
+ 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.
raw/filings/0000008146/2016/0001193125-17-114309/item13.txt ADDED
@@ -0,0 +1,4 @@
 
 
 
 
 
1
+ Item 13. Certain Relationships, Related
2
+ Transactions and Director Independence
3
+ The information required by this item is incorporated herein by reference to
4
+ the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Shareholders.
raw/filings/0000008146/2016/0001193125-17-114309/item9a.txt ADDED
@@ -0,0 +1,22 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 9A. Controls and Procedures
2
+ Evaluation of Disclosure Controls and Procedures
3
+ 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
4
+ 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
5
+ Financial Officer have concluded that our disclosure controls and procedures were effective at January 31, 2017 to ensure that the information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and
6
+ 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.
7
+ Management’s Annual Report on Internal Control over Financial Reporting
8
+ The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such
9
+ term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the
10
+ preparation of published financial statements in accordance with generally accepted accounting principles.
11
+ Because of the
12
+ 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
13
+ changes in conditions, or the degree of compliance may deteriorate.
14
+ Management conducted its evaluation of the effectiveness
15
+ of its internal control over financial reporting as of January 31, 2017. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
16
+ Organizations of the Treadway Commission (“COSO”). Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2017, the Company’s internal control over financial
17
+ reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.”
18
+ The
19
+ attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting appears in Part IV, Item 15 of this Form 10-K and is incorporated herein by reference.
20
+ Changes in Internal Controls over Financial Reporting
21
+ There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially
22
+ affect, our internal control over financial reporting.
raw/filings/0000008146/2016/0001193125-17-114309/rp_note.txt ADDED
File without changes
raw/filings/0000008146/2016/0001193125-17-114309/rpt_disclosure.txt ADDED
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1
+ RELATED PARTY TRANSACTIONS
2
+ Potential conflicts of interest and related party transactions are referred by the Board to the Audit Committee for review and approval.
3
+ In reviewing and evaluating potential conflicts of interest and related party transactions, the Audit Committee uses applicable NASDAQ listing standards and SEC rules as a guide.
4
+ Other than as described below, no officer, director or
5
+ nominee for director of the Company or any associate of any of the foregoing had during the fiscal year ended January 31, 2018 any material interest, direct or indirect, in any material transaction or any material proposed transaction in which
6
+ the amount exceeds $120,000 and to which the Company was or is to be a party.
7
+ 29
8
+ During the fiscal year ended January 31, 2018, the Company employed Christopher
9
+ Pizzuti, a son of Everett V. Pizzuti, as a Product Identification Field Sales Engineer. The aggregate amount of compensation paid by the Company to Christopher Pizzuti during fiscal year 2018 was $122,050, consisting of $113,013 in salary and sales
10
+ commissions, an automobile allowance of $7,644, a vacation payout of $800, and a matching contribution to his Profit Sharing Plan account of $593.
11
+ On May 1, 2017, the Company entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with the trust
12
+ established by Albert W. Ondis by Declaration of Trust dated December 4, 2003, as amended (the “Trust”) to repurchase 826,305 shares of the Company’s common stock held by the Trust at a per share price of $13.60, for an aggregate
13
+ repurchase price of $11,237,748.00 (the “Stock Repurchase”). The Stock Repurchase was consummated on May 2, 2017 and was funded using existing cash on hand. The Company has been informed that, following the Stock Repurchase, the
14
+ Trust owns 36,000 shares of the Company’s common stock.
15
+ April L. Ondis, a director of the Company, is a beneficiary of the Trust. The Stock Repurchase was authorized and approved by the Company’s Audit Committee as a related party transaction. Prior to
16
+ entering into the Stock Repurchase Agreement, the Company obtained an opinion from an independent investment banking firm that the consideration to be paid by the Company to the Trust pursuant to the Stock Repurchase Agreement would be fair to the
17
+ public stockholders of the Company, other than the Trust, from a financial point of view.
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2
+ 0000008146,ALOT,"AstroNova, Inc.",10-K,2018-04-10,2018-01-31,2018-04-10T21:09:14.000Z,0001193125-18-113108,d518979d10k.htm,10-K,8937497,1,0,https://www.sec.gov/Archives/edgar/data/8146/000119312518113108/d518979d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312518113108/,2017,2017,1
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1
+ Item 1. Business
2
+ General
3
+ Unless otherwise indicated, references to “AstroNova,” the “Company,” “we,” “our,” and
4
+ “us” in this Annual Report on Form 10-K refer to AstroNova, Inc. and its consolidated subsidiaries.
5
+ AstroNova designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced
6
+ technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals,
7
+ communications, distribution, food and beverage, general manufacturing, packaging and transportation.
8
+ The Company’s
9
+ products are distributed through its own sales force and authorized dealers in the United States. We sell to customers outside of the United States primarily through our branch offices in Canada, Europe, and Asia as well as through independent
10
+ dealers and representatives. In fiscal 2018, 38% of the Company’s revenue was from customers located outside the United States.
11
+ We operate the business through two operating segments, Product Identification (PI) and Test & Measurement (T&M). Financial information by business segment and geographic area appears in Note
12
+ 15 to our audited consolidated financial statements included elsewhere in this report.
13
+ On September 28, 2017, AstroNova,
14
+ Inc. entered into an Asset Purchase and License Agreement with Honeywell International, Inc. pursuant to which it acquired an exclusive perpetual world-wide license to manufacture Honeywell’s narrow-format flight deck printers for the Boeing
15
+ 737 and Airbus 320 aircraft. Revenue related to that transaction has been included as part of the aerospace printer product line of the T&M segment since the acquisition date. On February 1, 2017, AstroNova completed its acquisition of
16
+ TrojanLabel ApS (TrojanLabel) a European manufacturer of digital color label presses and specialty printing systems for a broad range of end user markets. TrojanLabel is reported as part of our PI segment beginning with the first quarter of fiscal
17
+ year 2018. Additionally, on June 19, 2015, we completed the acquisition of the aerospace printer product line from Rugged Information Technology Equipment Corporation (RITEC). Our aerospace printer product line is part of the T&M product
18
+ group and is reported as part of the T&M segment. We began shipment of the RITEC products in the third quarter of fiscal 2016. Refer to Note 2, “Acquisitions,” in our audited consolidated financial statements included elsewhere in this
19
+ report.
20
+ The following description of our business should be read in conjunction with “Management’s Discussion and
21
+ Analysis of Financial Conditions and Results of Operations” on pages 19 through 29 of this Annual Report on Form 10-K.
22
+ 3
23
+ Table of Contents
24
+ Description of Business
25
+ Product Overview
26
+ AstroNova leverages its expertise in
27
+ 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, Product
28
+ Identification (PI), which includes specialty printing systems sold under the brand name QuickLabel ® and
29
+ TrojanLabel ® ; and Test & Measurement (T&M), which includes test and measurement systems sold under
30
+ the AstroNova ® brand name. Refer to Note 15, “Nature of Operations, Segment Reporting and Geographical
31
+ Information,” in our audited consolidated financial statements elsewhere in this report for financial information regarding the Company’s segments.
32
+ Products sold under the QuickLabel and TrojanLabel brands are used in industrial and commercial product packaging, branding and labeling applications to digitally print custom labels and corresponding
33
+ visual content in house. Products sold under the AstroNova brand 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
34
+ stored and presented in various visual output formats. In the aerospace market, the Company has a long history of using its data visualization technologies to provide high-resolution light-weight flight deck and cabin printers.
35
+ Product Identification
36
+ QuickLabel brand products include tabletop and work cell-ready digital color label printers and specialty OEM printing systems as well as a full line of supplies including labels, tags, inks, toner and
37
+ thermal transfer ribbons. QuickLabel products are primarily sold to manufacturers, processors, and retailers who label products on a short-run basis. QuickLabel customers benefit from the efficiency,
38
+ flexibility and cost-savings of digitally printing their own labels in house and on demand. Industry segments that commonly benefit from short-run digital label printing include chemicals, cosmetics, food and
39
+ beverage, medical products, and pharmaceuticals, among many others.
40
+ Current QuickLabel models include the Kiaro! family of
41
+ high-speed inkjet color label printers, the QL-111 industrial color label printer and the QL-800 wide format color label printer, as well as a family of high-end monochrome printers.
42
+ TrojanLabel brand products include tabletop and digital color
43
+ label presses and specialty printing systems, as well as overprinting solutions. This highly innovative line of presses offers customers the ability to execute smaller runs with an affordable digital solution. It is commonly sold to larger brand
44
+ owners, label converters, commercial printers and packaging manufacturers.
45
+ Current TrojanLabel models include the T2-C, an inkjet table top label press; the T2, the full size parent of the T2-C, allowing larger volumes and with a full-size PC
46
+ display for comfortable use and fast turnaround; the T4, a complete label finisher which enables print, die cut and lamination all in one machine; and the T3, a highly customizable
47
+ all-in-one label production and finishing press offered in multiple OEM integration options.
48
+ The Product Identification segment also offers a full line of supplies including labels, tags, inks, toner and thermal transfer ribbons. In addition, the Product Identification segment sells various
49
+ specialized software used to operate the printers and presses, design labels and manage printing on an automated basis and provides worldwide training and support.
50
+ T&M
51
+ Products sold under the AstroNova T&M brand acquire and record
52
+ visual data from local and networked data streams and sensors. The recorded data is processed and analyzed and then stored and presented in various visual output formats. The Company supplies a range of products and services that include hardware,
53
+ software and supplies to customers in a variety of industries.
54
+ 4
55
+ Table of Contents
56
+ Our T&M products include the Daxus ® distributed data acquisition system; TMX ® high-speed data acquisition system; DDX100 SmartCorder ® portable data acquisition system; EV-500 digital strip chart recording system; ToughWriter ® , Miltope-brand and RITEC-brand airborne printers; the PTA-45B cockpit printer that is subject to the Asset Purchase
57
+ and Licenses Agreement with Honeywell and ToughSwitch ® ruggedized Ethernet switches.
58
+ AstroNova airborne printers are used in the flight deck and in the cabin of military, commercial and business aircraft to print hard
59
+ copies of data required for the safe and efficient operation of aircraft, including navigation maps, arrival and departure procedures, flight itineraries, weather maps, performance data, passenger data, and various air traffic control data.
60
+ ToughSwitch Ethernet switches are used 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
61
+ flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter airborne printers for numerous aircraft made by Airbus, Boeing, Embraer, Bombardier, Lockheed, Gulfstream and others.
62
+ The Company’s family of portable data acquisition systems is used in research and development (R&D), field testing,
63
+ production and maintenance applications in a wide range of industries including aerospace and defense, energy, industrial and transportation. The TMX data acquisition system is an
64
+ all-in-one solution for applications in which the ability to monitor high channel counts and view a wide variety of input signals, including time-stamped and
65
+ synchronized video capture data and audio notation is essential. The DDX100 SmartCorder is an ultra-portable all-in-one solution for facilities maintenance and field
66
+ testing. The Daxus is a distributed data acquisition platform that can be connected to the DDX100 SmartCorder to increase channel count or networked as part of a distributed measurement system spanning large distances.
67
+ Technology
68
+ Our core
69
+ technologies are data visualization technologies that relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor or electronic storage media, and (4) analyzing the data.
70
+ Patents and Copyrights
71
+ We hold a number of product patents in the United States and in foreign countries. We rely on a combination of copyright, patent,
72
+ trademark and trade secret laws in the United States and other jurisdictions to protect our technology and brand name. While we consider our intellectual property to be important to the operation of our business, we do not believe that any existing
73
+ patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the Company’s business taken as a whole.
74
+ Manufacturing and Supplies
75
+ We manufacture many of the products that we design and sell. Raw materials and supplies are typically available from a wide variety of sources. We manufacture many of the
76
+ sub-assemblies and parts in-house including printed circuit board assemblies, harnesses, machined parts and general final assembly. Many not manufactured in-house parts
77
+ are standard electronic items available from multiple sources. Other parts are designed by us and manufactured by outside vendors. We purchase certain components, assembled products and supplies used in the manufacture of our products from a single
78
+ source or limited supplier source, but these components, products and supplies could be sourced elsewhere with appropriate changes in the design of our products.
79
+ Product Development
80
+ We maintain an active program of product research and
81
+ development. During fiscal 2018, 2017 and 2016, we spent $7.5 million, $6.3 million and $6.9 million, respectively, on Company-sponsored product development. We are committed to continuous product development as essential to our
82
+ organic growth and expect to continue our focus on research and development efforts in fiscal 2019 and beyond.
83
+ 5
84
+ Table of Contents
85
+ Marketing and Competition
86
+ The Company competes worldwide in multiple markets. In the specialty printing field, we believe we are a market leader in tabletop digital
87
+ color label printing technology and in aerospace printers. In the data acquisition area, we believe that we are one of the leaders in portable high speed data acquisition systems.
88
+ We retain a leadership position by virtue of proprietary technology, product reputation, delivery, technical assistance, and service to
89
+ customers. The number of competitors varies by product line. Our management believes that we have a market leadership position in many of the markets we serve. Key competitive factors vary among our product lines, but include technology, quality,
90
+ service and support, distribution network, and breadth of product and service offerings.
91
+ Our products are sold by direct field
92
+ salespersons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field salespeople located in major cities from coast to coast specializing in either Product Identification or AstroNova
93
+ T&M products. We also have direct field sales or service centers in Canada, China, Denmark, France, Germany, India, Malaysia, Mexico, Singapore, Spain and the United Kingdom staffed by our own employees and dedicated third party contractors.
94
+ Additionally, we utilize over 200 independent dealers and representatives selling and marketing our products in over 75 countries.
95
+ No single customer accounted for 10% or more of our net revenue in any of the last three fiscal years.
96
+ International Sales
97
+ In fiscal 2018, 2017 and 2016, revenue from customers
98
+ in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $43.6 million, $28.6 million and $26.3 million, respectively. Refer to Note 15, “Nature of Operations, Segment
99
+ Reporting and Geographical Information,” in our audited consolidated financial statements elsewhere in this report for further financial information by geographic areas.
100
+ Order Backlog
101
+ Our backlog varies regularly. It consists of a blend of
102
+ orders for end-user customers as well as original equipment manufacturer customers. Manufacturing production is designed to meet forecasted demands and customer requirements. Accordingly, the amount of order
103
+ backlog may not indicate future sales trends. Backlog at January 31, 2018, 2017 and 2016 was $21.4 million, $17.6 million and $18.2 million, respectively.
104
+ Employees
105
+ As of January 31, 2018, we employed 352 people. We are
106
+ generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are good.
107
+ Other Information
108
+ The
109
+ Company’s business is not seasonal in nature. However, our revenue is impacted by the size of certain individual transactions, which can cause fluctuations in revenue from quarter to quarter.
110
+ Available Information
111
+ We make available on our website (www.astronovainc.com) the Company’s Annual Report on Form
112
+ 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or
113
+ furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (SEC). These
114
+ filings are also accessible on the SEC’s website at http://www.sec.gov.
115
+ 6
116
+ Table of Contents
raw/filings/0000008146/2017/0001193125-18-113108/item13.txt ADDED
@@ -0,0 +1,4 @@
 
 
 
 
 
1
+ Item 13. Certain Relationships, Related Transactions and Director
2
+ Independence
3
+ The information required by this item is incorporated herein by reference to the Company’s
4
+ definitive Proxy Statement for the 2018 Annual Meeting of Shareholders.
raw/filings/0000008146/2017/0001193125-18-113108/item9a.txt ADDED
@@ -0,0 +1,27 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 9A. Controls and Procedures
2
+ Evaluation of Disclosure Controls and Procedures
3
+ 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
4
+ 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
5
+ 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, 2018 to ensure that
6
+ 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
7
+ our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
8
+ Management’s
9
+ Annual Report on Internal Control over Financial Reporting
10
+ The Company’s management is responsible for establishing
11
+ 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’s
12
+ 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
13
+ principles.
14
+ Because of the inherent limitations, internal control over financial reporting may not prevent or detect
15
+ 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.
16
+ Management conducted its evaluation of the effectiveness of its internal control over financial reporting as of January 31, 2018. In
17
+ 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
18
+ principal executive officer and principal financial officer believe that as of January 31, 2018, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated
19
+ Framework.”
20
+ Management’s assessment of and conclusion on the effectiveness of internal control over financial
21
+ reporting did not include the internal controls of TrojanLabel acquired on February 1, 2017 which is included in our January 31, 2018 consolidated financial statements and constituted approximately $15.0 million of our total assets as
22
+ of January 31, 2018 and $7.5 million of our revenues for the year then ended.
23
+ The attestation report of the
24
+ Company’s registered public accounting firm regarding internal control over financial reporting appears in Part IV, Item 15 of this Form 10-K and is incorporated herein by reference.
25
+ Changes in Internal Controls over Financial Reporting
26
+ There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially
27
+ affect, our internal control over financial reporting.
raw/filings/0000008146/2017/0001193125-18-113108/rp_note.txt ADDED
File without changes
raw/filings/0000008146/2017/0001193125-18-113108/rpt_disclosure.txt ADDED
@@ -0,0 +1,17 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ RELATED PARTY TRANSACTIONS
2
+ Potential conflicts of interest and related party transactions are referred by the Board to the Audit Committee for review and approval.
3
+ In reviewing and evaluating potential conflicts of interest and related party transactions, the Audit Committee uses applicable NASDAQ listing standards and SEC rules as a guide.
4
+ Other than as described below, no officer, director or
5
+ nominee for director of the Company or any associate of any of the foregoing had during the fiscal year ended January 31, 2018 any material interest, direct or indirect, in any material transaction or any material proposed transaction in which
6
+ the amount exceeds $120,000 and to which the Company was or is to be a party.
7
+ 29
8
+ During the fiscal year ended January 31, 2018, the Company employed Christopher
9
+ Pizzuti, a son of Everett V. Pizzuti, as a Product Identification Field Sales Engineer. The aggregate amount of compensation paid by the Company to Christopher Pizzuti during fiscal year 2018 was $122,050, consisting of $113,013 in salary and sales
10
+ commissions, an automobile allowance of $7,644, a vacation payout of $800, and a matching contribution to his Profit Sharing Plan account of $593.
11
+ On May 1, 2017, the Company entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with the trust
12
+ established by Albert W. Ondis by Declaration of Trust dated December 4, 2003, as amended (the “Trust”) to repurchase 826,305 shares of the Company’s common stock held by the Trust at a per share price of $13.60, for an aggregate
13
+ repurchase price of $11,237,748.00 (the “Stock Repurchase”). The Stock Repurchase was consummated on May 2, 2017 and was funded using existing cash on hand. The Company has been informed that, following the Stock Repurchase, the
14
+ Trust owns 36,000 shares of the Company’s common stock.
15
+ April L. Ondis, a director of the Company, is a beneficiary of the Trust. The Stock Repurchase was authorized and approved by the Company’s Audit Committee as a related party transaction. Prior to
16
+ entering into the Stock Repurchase Agreement, the Company obtained an opinion from an independent investment banking firm that the consideration to be paid by the Company to the Trust pursuant to the Stock Repurchase Agreement would be fair to the
17
+ public stockholders of the Company, other than the Trust, from a financial point of view.
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2
+ 0000008146,ALOT,"AstroNova, Inc.",10-K,2019-04-10,2019-01-31,2019-04-10T19:59:00.000Z,0001193125-19-102788,d662203d10k.htm,10-K,9275110,1,0,https://www.sec.gov/Archives/edgar/data/8146/000119312519102788/d662203d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312519102788/,2018,2018,1
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1
+ Item 1. Business
2
+ General
3
+ Unless otherwise indicated, references to “AstroNova,” the “Company,” “we,” “our,” and
4
+ “us” in this Annual Report on Form 10-K refer to AstroNova, Inc. and its consolidated subsidiaries.
5
+ AstroNova designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced
6
+ technologies to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications,
7
+ distribution, food and beverage, general manufacturing, packaging and transportation.
8
+ The Company’s products are
9
+ distributed around the world through its own sales force, authorized dealers and through independent dealers and representatives.
10
+ Our business consists of two segments, Product Identification (“PI”) and Test & Measurement (“T&M”). The PI segment includes specialty printing systems sold under the
11
+ brand names QuickLabel ® , TrojanLabel ® and GetLabels™. The Company’s T&M segment includes test and measurement systems sold under the
12
+ AstroNova ® brand name and includes the Company’s line of aerospace flight deck printers. Refer to Note 16,
13
+ “Nature of Operations, Segment Reporting and Geographical Information,” in our audited consolidated financial statements elsewhere in this report for financial information regarding the Company’s segments.
14
+ On September 28, 2017, AstroNova, Inc. entered into an Asset Purchase and License Agreement with Honeywell International, Inc.
15
+ pursuant to which it acquired an exclusive perpetual world-wide license to manufacture Honeywell’s narrow-format flight deck printers for the Boeing 737 and Airbus 320 aircraft. Revenue related to that transaction has been included as part of
16
+ the aerospace printer product line of the Company’s Test & Measurement segment since the acquisition date. On February 1, 2017, AstroNova completed its acquisition of TrojanLabel ApS (“TrojanLabel”), a European
17
+ manufacturer of digital color label presses and specialty printing systems for label professionals and commercial printers. TrojanLabel is reported as part of our PI segment beginning with the first quarter of fiscal year 2018. Refer to Note 3,
18
+ “Acquisitions,” in our audited consolidated financial statements included elsewhere in this report.
19
+ The following
20
+ description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 19 through 30 of this Annual Report on Form 10-K.
21
+ 3
22
+ Table of Contents
23
+ Description of Business
24
+ Product Overview
25
+ AstroNova leverages its expertise in
26
+ 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.
27
+ Products sold under the QuickLabel, TrojanLabel and GetLabels brands are used in industrial and commercial product packaging, branding and
28
+ labeling applications to print custom labels, packaging materials and corresponding visual content in-house digitally. The PI segment offers a variety of hardware and software products and associated supplies
29
+ that allow customers to mark, track and enhance the appearance of their products. Products sold under the AstroNova brand enable our customers to acquire and record visual and electronic signal data from local and networked data streams and sensors.
30
+ The recorded data is processed and analyzed and then stored and presented in various visual output formats. In the aerospace market, the Company has a long history of using its data visualization technologies to provide networking systems and
31
+ high-resolution light-weight flight deck and cabin printers.
32
+ Product Identification
33
+ QuickLabel brand products include tabletop and work cell-ready digital color label printers and specialty OEM printing systems. QuickLabel
34
+ products are sold to manufacturers, processors, and retailers who label products on a short-run basis. QuickLabel customers benefit from the efficiency, flexibility and cost-savings of digitally printing their
35
+ labels in-house and on demand. Industry segments that commonly benefit from short-run digital label printing include chemicals, cosmetics, food and beverage, medical
36
+ products, and pharmaceuticals, among many others.
37
+ Current QuickLabel models include a family of high-end monochrome printers, the QL-300, a high performance color toner based printer, the QL-800 wide format inkjet color label printer, and the Kiaro! ® family of high-speed inkjet color label printers which includes the QL-120,
38
+ a professional table top digital label printer.
39
+ TrojanLabel brand products include professional digital color label presses
40
+ and specialty printing systems, as well as overprinting solutions. This highly innovative line of presses expands the Company’s customer base by offering commercial printers (label converters) and packaging manufacturers the ability to execute
41
+ smaller runs with an affordable digital solution. It is commonly sold to larger brand owners, label converters, commercial printers and packaging manufacturers.
42
+ Our current TrojanLabel portfolio includes the T2-C, a compact, digital mini press designed for 24/7 label production; the parent of the T2-C, the T2, a label press with a full-size PC display that supports mini jumbo label rolls for commercial production; the T4, a professional label press and finishing system
43
+ which enables print, die cut and lamination all in one machine with a much smaller footprint than others in the market; and the T3, a modular over-printer offered in multiple OEM integration versions.
44
+ GetLabels brand products include a full line of supplies including labels, tags, inks, toners, and thermal transfer ribbons. Quality label
45
+ materials and substrates are designed and constructed for an extensive variety of labeling applications. Every one of the label materials and substrates are qualified and tested in our Materials Research Laboratory to ensure durability and
46
+ compatibility for the QuickLabel brand, TrojanLabel brand and also a variety of competitor printers to meet the specific labeling needs for a wide diversity of markets.
47
+ The Product Identification segment additionally licenses various specialized software used to operate the printers and presses, design labels and manage printing on an automated basis and also provides
48
+ worldwide training and support.
49
+ 4
50
+ Table of Contents
51
+ T&M
52
+ Products sold under the AstroNova T&M brand acquire and record visual data from local and networked data streams and sensors. The recorded data is processed and analyzed and then stored and presented
53
+ in various visual output formats. The Company supplies a range of products and services that include hardware, software and supplies to customers in a variety of industries.
54
+ Our T&M products include; the Daxus ® DXS-100 distributed data acquisition system, the TMX ® high-speed data acquisition system, the SmartCorder ® DDX-100 portable data acquisition system, the EV-5000 digital strip chart recording
55
+ system, the ToughWriter ® , Miltope-brand and RITEC-brand airborne printers, the
56
+ PTA-45B cockpit printer that is subject to the Asset Purchase and Licenses Agreement with Honeywell and ToughSwitch ® ruggedized Ethernet switches.
57
+ AstroNova
58
+ airborne printers are used in the flight deck and in the cabin of military, commercial and business aircraft to print hard copies of data required for the safe and efficient operation of aircraft, including navigation maps, arrival and departure
59
+ procedures, 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
60
+ Ethernet devices. The airborne printers and Ethernet switches are ruggedized to comply with rigorous military and commercial flight worthiness standards for operation under extreme environmental conditions. The Company is currently furnishing
61
+ ToughWriter airborne printers for many aircraft made by Airbus, Boeing, Embraer, Bombardier, Lockheed, Gulfstream, and others.
62
+ The Company’s portable data acquisition systems are used in research and development (R&D), field testing, production and
63
+ maintenance applications in a wide range of industries including aerospace and defense, energy, industrial and transportation. The TMX data acquisition system is an
64
+ all-in-one solution for applications in which the ability to monitor high channel counts and view a wide variety of input signals, including time-stamped and
65
+ synchronized video capture data and audio notation is essential. The SmartCorder DDX-100 is an ultra-portable all-in-one solution
66
+ for facilities maintenance and field testing. The Daxus DXS-100 is a distributed data acquisition platform that can be connected to the SmartCorder DDX-100 to increase
67
+ channel count or networked as part of a distributed measurement system spanning vast distances.
68
+ Technology
69
+ Our core technologies are data visualization technologies that relate to (1) acquiring data, (2) conditioning the data,
70
+ (3) displaying the data on hard copy, monitor or electronic storage media, and (4) analyzing the data.
71
+ Patents and Copyrights
72
+ We hold a number of product patents in the United States and in foreign countries. We rely on a combination of copyright,
73
+ patent, trademark and trade secret laws in the United States and other jurisdictions to protect our technology and brand name. While we consider our intellectual property to be important to the operation of our business, we do not believe that any
74
+ existing patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the Company’s business taken as a whole.
75
+ Manufacturing and Supplies
76
+ We manufacture many of the products that we design and sell. Raw materials and supplies are typically available from a wide variety of sources. We manufacture many of the
77
+ sub-assemblies and parts in-house including printed circuit board assemblies, harnesses, machined parts and general final assembly. Many parts not manufactured in-house are standard electronic items available from multiple sources. Other parts are designed by us and manufactured by outside vendors. We purchase certain components, assembled products and supplies used in the
78
+ manufacture of our products from a single source or limited supplier source. While we believe these components, products and supplies could be sourced elsewhere with appropriate changes in the design of our products, such design might not be
79
+ feasible on a timely basis and any interruption in these components, products or supplies could adversely affect our business.
80
+ 5
81
+ Table of Contents
82
+ Marketing and Competition
83
+ The Company competes worldwide in multiple markets. In the specialty printing field, we believe we are a market leader in tabletop digital
84
+ color label printing technology and in aerospace printers. In the data acquisition area, we are one of the leaders in portable, reliable, high-speed data acquisition systems.
85
+ 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
86
+ management believes that we have a market leadership position in many of the markets we serve. Key competitive factors vary among our product lines, but include technology, quality, service and support, distribution network, and breadth of product
87
+ and service offerings.
88
+ Our products are sold by direct field salespersons as well as independent dealers and representatives.
89
+ In the United States, the Company has factory-trained direct field salespeople located in major cities from coast to coast specializing in either Product Identification or AstroNova T&M products. We also have direct field sales or service
90
+ centers in Canada, China, Denmark, France, Germany, India, Malaysia, Mexico, Singapore, Spain and the United Kingdom staffed by our own employees and dedicated third party contractors. Additionally, we utilize over 150 independent dealers and
91
+ representatives selling and marketing our products in over 50 countries.
92
+ No single customer accounted for 10% or more of
93
+ our net revenue in any of the last three fiscal years.
94
+ Order Backlog
95
+ Our backlog varies regularly. It consists of a blend of orders for end-user customers as well as
96
+ original equipment manufacturer customers. Manufacturing production is designed to meet forecasted demands and customer requirements. Accordingly, the amount of order backlog may not indicate future sales trends. Backlog at January 31, 2019,
97
+ 2018 and 2017 was $25.6 million, $21.4 million and $17.6 million, respectively.
98
+ Employees
99
+ As of January 31, 2019, we employed 374 people. We are generally able to satisfy our employment requirements. No employees are
100
+ represented by a union. We believe that employee relations are good.
101
+ Other Information
102
+ The Company’s business is not seasonal in nature. However, our revenue is impacted by the size of certain individual transactions,
103
+ which can cause fluctuations in revenue from quarter to quarter.
104
+ Available Information
105
+ We make available on our website (www.astronovainc.com) the Company’s Annual Report on Form
106
+ 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or
107
+ furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (SEC). These
108
+ filings are also accessible on the SEC’s website at http://www.sec.gov.
raw/filings/0000008146/2018/0001193125-19-102788/item13.txt ADDED
@@ -0,0 +1,4 @@
 
 
 
 
 
1
+ Item 13.
2
+ Certain Relationships, Related Transactions and Director Independence
3
+ The information required by
4
+ this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2019 Annual Meeting of Shareholders.
raw/filings/0000008146/2018/0001193125-19-102788/item9a.txt ADDED
@@ -0,0 +1,24 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 9A. Controls and Procedures
2
+ Evaluation of Disclosure Controls and Procedures
3
+ 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
4
+ 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
5
+ 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, 2019 to ensure that
6
+ 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
7
+ our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
8
+ Management’s
9
+ Annual Report on Internal Control over Financial Reporting
10
+ The Company’s management is responsible for establishing
11
+ 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’s
12
+ 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
13
+ principles.
14
+ Because of the inherent limitations, internal control over financial reporting may not prevent or detect
15
+ 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.
16
+ Management conducted its evaluation of the effectiveness of its internal control over financial reporting as of January 31, 2019. In
17
+ 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
18
+ principal executive officer and principal financial officer believe that as of January 31, 2019, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated
19
+ Framework.”
20
+ The attestation report of the Company’s registered public accounting firm regarding internal control
21
+ over financial reporting appears in Part IV, Item 15 of this Form 10-K and is incorporated herein by reference.
22
+ Changes in Internal Controls over Financial Reporting
23
+ There have been no
24
+ changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
raw/filings/0000008146/2018/0001193125-19-102788/rp_note.txt ADDED
File without changes
raw/filings/0000008146/2018/0001193125-19-102788/rpt_disclosure.txt ADDED
@@ -0,0 +1,6 @@
 
 
 
 
 
 
 
1
+ RELATED PARTY TRANSACTIONS
2
+ Potential conflicts of interest and related party transactions are referred by the Board to the Audit Committee for review and approval. In
3
+ reviewing and evaluating potential conflicts of interest and related party transactions, the Audit Committee uses applicable NASDAQ listing standards and SEC rules as a guide.
4
+ No officer, director or nominee for director of the Company or any associate of any of the foregoing had during the period beginning on
5
+ February 1, 2018 through the date of this proxy statement any material interest, direct or indirect, in any material transaction or any material proposed transaction in which the amount exceeds $120,000 and to which the Company was or is to be
6
+ a party.
raw/filings/0000008146/2019/0001193125-20-103834/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
raw/filings/0000008146/2019/0001193125-20-103834/filing_metadata.csv ADDED
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+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000008146,ALOT,"AstroNova, Inc.",10-K,2020-04-10,2020-01-31,2020-04-10T20:22:55.000Z,0001193125-20-103834,d816550d10k.htm,10-K,11804080,1,0,https://www.sec.gov/Archives/edgar/data/8146/000119312520103834/d816550d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312520103834/,2019,2019,1
raw/filings/0000008146/2019/0001193125-20-103834/item1.txt ADDED
@@ -0,0 +1,121 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 1 . Business
2
+ General
3
+ Unless otherwise indicated, references to “AstroNova,” the “Company,” “we,” “our,”
4
+ and “us” in this Annual Report on Form 10-K refer to AstroNova, Inc. and its consolidated subsidiaries.
5
+ AstroNova designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced
6
+ technologies to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications,
7
+ distribution, food and beverage, general manufacturing, packaging and transportation.
8
+ The Company’s products are
9
+ distributed around the world through its own sales force, authorized dealers and through independent dealers and representatives.
10
+ Our business consists of two segments, Product Identification (“PI”) and Test & Measurement (“T&M”). The PI segment includes specialty printing systems and related
11
+ supplies sold under the brand names QuickLabel ® , TrojanLabel ® and GetLabels ™ . The T&M
12
+ segment includes the Company’s line of aerospace flight deck printers and test and measurement data acquisition systems sold under the AstroNova ® brand name. Refer to Note 15, “Nature of Operations, Segment Reporting and Geographical Information,” in our audited consolidated financial statements
13
+ elsewhere in this report for financial information regarding the Company’s segments.
14
+ The following description of our
15
+ business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 21 through 33 of this Annual Report on Form 10-K.
16
+ Description of Business
17
+ Product Overview
18
+ AstroNova leverages its expertise in data visualization
19
+ technologies to design, manufacture and market specialty printing systems, test and measurement systems and related services for select growing markets on a global basis.
20
+ 3
21
+ Table of Contents
22
+ Product Identification products sold under the QuickLabel, TrojanLabel and GetLabels
23
+ brands are used in brand owner and commercial applications to provide product packaging, marketing, tracking, branding and labeling solutions to a wide array of industries. The PI segment offers a variety of digital color label tabletop printers,
24
+ high-volume presses and specialty OEM printing systems, as well as a wide range of label, tag and flexible packaging material substrates and other supplies, including ink and toner, that allow customers to mark, track, protect and enhance the
25
+ appearance of their products. In the T&M segment, the Company has a long history of using its technologies to provide networking systems and high-resolution light-weight flight deck and cabin printers for the aerospace market. In addition, the
26
+ T&M segment includes data acquisition recorders, sold under the AstroNova brand, to enable our customers to acquire and record visual and electronic signal data from local and networked data streams and sensors. The recorded data is processed
27
+ and analyzed and then stored and presented in various visual output formats.
28
+ Product Identification
29
+ AstroNova’s PI segment includes three brands: QuickLabel, TrojanLabel, and GetLabels. Printers and supplies are sold to brand owners,
30
+ manufacturers and retailers who label or mark products on a short to mid-size run basis. AstroNova PI customers benefit from the efficiency, flexibility and cost-savings of digitally printing labels in their
31
+ facility, on-demand, with the ability to accommodate multiple SKUs or variable data such as bar codes, lot numbers or expiration dates. QuickLabel brand products include tabletop printers, production-ready
32
+ digital color label printers and specialty OEM printing systems for either standalone output or inline integration with existing pre-processing and finishing systems. Customers use the Company’s digital label printer products in a wide variety
33
+ of industries, including chemical, cosmetics, food and beverage, medical products, nutraceutical, pharmaceutical, and many others. TrojanLabel expands the Company’s customer market by providing a range of higher volume digital color printers,
34
+ OEM printing systems and supplies that target the more demanding needs of commercial printers, label converters and packaging manufacturers, giving them the ability to digitally mark or encode products directly or to produce labels for post printing
35
+ applications. GetLabels brand products include a full line of media supplies, including label materials, tags, inks, toners and thermal transfer ribbons designed for optimal performance with the Company’s printing hardware. In addition,
36
+ GetLabels media is compatible with a wide variety of competitive and third-party printing hardware.
37
+ Current QuickLabel models
38
+ include a selection of professional tabletop digital color label printers. The high-speed QL-120X was built on AstroNova’s pioneering and successful Kiaro! platform. Introduced early in 2019, the
39
+ high-performance QL-300 was the first 5-color toner-based electrophotographic tabletop production label printer in the market. In addition, our QuickLabel line of
40
+ printers includes the QL-850, our next-generation wide-format inkjet color label printer, the QL-30 and QL-60 series, a family of
41
+ high-end monochrome printers, and the QLS-4100 XE, a unique solution with the ability to digitally print full color labels and tags using thermal transfer ribbon
42
+ technology.
43
+ Our TrojanLabel portfolio includes a range of products from professional digital color label mini-presses to
44
+ large-scale all-in-one inline specialty printing systems. The T2-C, a compact, digital mini-press designed for 24/7 label
45
+ production, includes numerous differentiating features for several end-use market applications. The T2-L is a narrow format digital press designed specifically for
46
+ flexible packaging substrates. Beyond label printing, the T3-OPX, introduced in late 2019, allows printing directly onto a range of flat products, including cardboard, paper bags, flat wood planks and many
47
+ 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 all-in-one machine with a much smaller footprint than others in the market. Expanding on the T4 with additional features, the T5 incorporates capabilities of a compact
48
+ converter unit featuring UV varnish, lamination, rotary die-cutting, slitting and waste removal to offer an all-in-one digital
49
+ print and finish inline labeling solution.
50
+ GetLabels provides a broad range of high-quality supplies for both AstroNova
51
+ printers and third-party printers. Supplies include label and tag materials, inks, toner and thermal transfer material. Label materials and
52
+ 4
53
+ Table of Contents
54
+ substrates are specifically designed and constructed for a wide variety of labeling applications. Each label material and substrate is qualified and tested in our
55
+ on-site Materials Research Laboratory to ensure durability and compatibility with our QuickLabel and TrojanLabel branded products, along with a variety of third-party printers.
56
+ The PI segment additionally develops and licenses various specialized software used to design and manage labels and print images, as well
57
+ as 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.
58
+ T&M
59
+ Products sold under AstroNova’s T&M segment are designed
60
+ and manufactured for airborne printing solutions and for data acquisition. AstroNova’s aerospace applications include flight deck printing solutions, networking hardware and thermal paper. The Company’s data acquisition systems are used in
61
+ research and development, flight testing, missile/rocket telemetry production monitoring and maintenance applications. These products are sold to customers in a variety of industries, including aerospace & defense, automotive, commercial
62
+ airline, energy, manufacturing and transportation, to meet the need to acquire and record data from local and networked data streams and sensors.
63
+ Airborne printers include the Company’s flagship ToughWriter ®
64
+ series used in the flight decks and cabins of military, commercial and business aircraft to print hard copies of data required for the safe and efficient operation of aircraft, including navigation maps, arrival and departure information, flight
65
+ itineraries, weather maps, performance data, passenger data, and various air traffic control data. ToughSwitch ®
66
+ 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 flight
67
+ worthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter airborne printers for many aircraft made by Airbus, Boeing, Embraer, Bombardier, Lockheed, Gulfstream and others. In addition
68
+ to the ToughWriter products, the Company manufactures other flight deck printers, including Miltope-brand and RITEC-brand airborne printers that the Company acquired in 2015 and 2014, respectively, and the
69
+ PTA-45 cockpit printer. The PTA-45B is subject to the Asset Purchase and Licenses Agreement with Honeywell International, Inc. (the “Honeywell Agreement”),
70
+ pursuant to which in 2017 the Company acquired an exclusive perpetual world-wide license to manufacture and support Honeywell’s narrow-format flight deck printers for the Boeing 737 and Airbus 320 aircraft. Over time we expect that customers
71
+ will chose to replace those printers with ToughWriter products because they have numerous technical features and functional advantages and significant weight savings.
72
+ Other T&M products include: the TMX ® all-in-one high speed data acquisition system for applications requiring high channel
73
+ counts and acquisition rates, the Daxus ® DXS-100 distributed data
74
+ acquisition platform, the SmartCorder ® DDX-100, a portable all-in-one data acquisition system for facilities maintenance and field testing and the Everest ® EV-5000 digital strip chart recording system used mainly in telemetry applications. The Daxus
75
+ DXS-100 can be connected to the SmartCorder to increase channel count or networked as part of a distributed measurement system spanning vast distances.
76
+ Technology
77
+ Our core technologies are data visualization technologies that
78
+ relate to (1) acquiring data, (2) conditioning the data, (3) displaying or printing the data on hard copy, monitor or electronic storage media and (4) analyzing the data. To service data visualization, AstroNova maintains
79
+ technological core competencies and trade know-how concerning the subject matter peculiar to each business unit. The technological disciplines are diverse and contain aspects of electronic, software,
80
+ mechanical and industrial engineering. Additionally, AstroNova possesses engineering expertise in the areas of digital signal processing, image processing, fluidics, color theory, high-speed material handling and design for airworthiness.
81
+ Patents and Copyrights
82
+ 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
83
+ to protect our
84
+ 5
85
+ Table of Contents
86
+ technology and brand name. We consider our intellectual property to be important to the operation of our business. In particular, we believe that the loss of the trademarks QuickLabel,
87
+ TrojanLabel, ToughWriter or ToughSwitch or the loss of the license provided under the Honeywell Agreement could have a material adverse impact on the Company’s business taken as a whole.
88
+ Manufacturing and Supplies
89
+ We manufacture many of the products that we
90
+ design and sell. Raw materials and supplies are typically available from a wide variety of sources. We manufacture many of the sub-assemblies and parts in-house,
91
+ including certain specialty printed circuit board assemblies and harnesses, and we have extensive electronic and mechanical final assembly and test operations. Many parts not manufactured in-house are standard
92
+ electronic items available from multiple sources. Other printers and parts are designed or modified by us and manufactured by outside vendors according to our specifications. We purchase certain components, assembled products and supplies used in
93
+ the manufacture of our products from a single source or limited supplier source. While we believe the majority of these sole or limited source components, assembled products and supplies could be sourced elsewhere with appropriate changes in the
94
+ design of our products, such design might not be feasible on a timely basis, and any interruption in these components, products or supplies could adversely affect our business. When circumstances cause us to anticipate that the Company may not be
95
+ able to acquire such components, products or supplies on a timely basis, the Company’s practice is to procure a sufficient quantity in advance. In the past we have made such advance purchases primarily for aerospace products and in quantities
96
+ that we anticipate will suffice for the life of the aircraft program for which those printers are designed.
97
+ Marketing and Competition
98
+ The Company competes worldwide in multiple markets. In the specialty printing field, we believe we are a market leader in
99
+ tabletop digital color label printing technology, a market leader in flight deck printers, and an innovator in digital color mini-press systems. In the data acquisition area, we are one of the leaders in general-purpose portable, high-speed data
100
+ acquisition systems.
101
+ Our management believes that we have a market leadership position in many of the markets we serve. We
102
+ retain our leadership position by virtue of proprietary technology, product reputation, delivery, our channels to market, technical assistance and service to customers. The number of competitors varies by product line. Key competitive factors vary
103
+ among our product lines, but include technology, quality, service and support, distribution network and breadth of product and service offerings.
104
+ Our products are sold by direct field salespersons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field salespeople located in major
105
+ cities from coast to coast specializing in either Product Identification or Test & Measurement products. We also have direct field sales or service centers in Canada, China, Denmark, France, Germany, Malaysia, Mexico, Singapore, and the United
106
+ Kingdom staffed by our own employees and dedicated third party contractors. Additionally, we utilize over 225 independent dealers and representatives selling and marketing our products in over 60 countries.
107
+ No single customer accounted for 10% or more of our net revenue in any of the last three fiscal years.
108
+ Order Backlog
109
+ Our
110
+ backlog varies regularly. It consists of a blend of orders for end-user customers as well as original equipment manufacturer customers. Manufacturing production is designed to meet forecasted demands and
111
+ customer requirements. Accordingly, the amount of order backlog may not indicate future sales trends. Backlog at January 31, 2020 and 2019 was $25.2 million and $25.6 million, respectively.
112
+ Employees
113
+ As of
114
+ January 31, 2020, we employed 365 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that our employee relations are good.
115
+ 6
116
+ Table of Contents
117
+ Other Information
118
+ The Company’s business is not seasonal in nature. However, our revenue is impacted by the size of certain individual transactions, which can cause fluctuations in revenue from quarter to quarter.
119
+ Available Information
120
+ We make available on our website (www.astronovainc.com) the Company’s 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
121
+ as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (SEC). These filing are also accessible on the SEC’s website at http://www.sec.gov.
raw/filings/0000008146/2019/0001193125-20-103834/item13.txt ADDED
@@ -0,0 +1,6 @@
 
 
 
 
 
 
 
1
+ Item 13.
2
+ Certain Relationships, Related Transactions and Director Independence
3
+ The information required by
4
+ this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2020 Annual Meeting of Shareholders.
5
+ 37
6
+ Table of Contents
raw/filings/0000008146/2019/0001193125-20-103834/item9a.txt ADDED
@@ -0,0 +1,24 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 9A. Controls and Procedures
2
+ Evaluation of Disclosure Controls and Procedures
3
+ 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
4
+ 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
5
+ 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, 2020 to ensure that
6
+ 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
7
+ our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
8
+ Management’s
9
+ Annual Report on Internal Control over Financial Reporting
10
+ The Company’s management is responsible for establishing
11
+ 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’s
12
+ 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
13
+ principles.
14
+ Because of the inherent limitations, internal control over financial reporting may not prevent or detect
15
+ 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.
16
+ Management conducted its evaluation of the effectiveness of its internal control over financial reporting as of January 31, 2020. In
17
+ 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
18
+ principal executive officer and principal financial officer believe that as of January 31, 2020, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated
19
+ Framework.”
20
+ The attestation report of the Company’s registered public accounting firm regarding internal control
21
+ over financial reporting appears in Part IV, Item 15 of this Form 10-K and is incorporated herein by reference.
22
+ Changes in Internal Controls over Financial Reporting
23
+ There have been no
24
+ changes in the Company’s internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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1
+ RELATED PARTY TRANSACTIONS
2
+ Potential conflicts of interest and related party transactions are referred by the Board to the Audit Committee for review and approval. In reviewing and
3
+ evaluating potential conflicts of interest and related party transactions, the Audit Committee uses applicable NASDAQ listing standards and SEC rules as a guide.
4
+ No officer, director or nominee for director of the Company or any associate of any of the foregoing had during the period beginning on February 1, 2019
5
+ through the date of this proxy statement any material interest, direct or indirect, in any material transaction or any material proposed transaction in which the amount exceeds $120,000 and to which the Company was or is to be a party.
6
+ 27
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1
+ Item 1
2
+ . Business
3
+ General
4
+ Unless otherwise indicated, references to “AstroNova,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form
5
+ 10-K
6
+ refer to AstroNova, Inc. and its consolidated subsidiaries.
7
+ We design, develop, manufacture and distribute a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies to acquire, store, analyze, and present data in multiple formats. Target markets for our hardware and software products include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, packaging and transportation.
8
+ Our products are distributed around the world through our own sales force, authorized dealers, and through independent dealers and representatives.
9
+ Our business consists of two segments, Product Identification (“PI”) and Test & Measurement (“T&M”). The PI segment includes specialty printing systems and related supplies sold under the QuickLabel
10
+ ®
11
+ , TrojanLabel
12
+ ®
13
+ and GetLabels
14
+ ™
15
+ brand names. The T&M segment includes our line of aerospace printers and test and measurement data acquisition systems sold under the AstroNova
16
+ ®
17
+ brand name. Refer to Note 17, “Nature of Operations, Segment Reporting and Geographical Information,” in our audited consolidated financial statements elsewhere in this report for financial information regarding our segments.
18
+ 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 23 through 28 of this Annual Report on Form
19
+ 10-K.
20
+ Description of Business
21
+ Product Overview
22
+ 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.
23
+ Product Identification products sold under the QuickLabel, TrojanLabel and GetLabels brands are used in brand owner and commercial applications to provide product packaging, marketing, tracking, branding and
24
+ 3
25
+ Table of Contents
26
+ labeling solutions to a wide array of industries. The PI segment offers a variety of digital color label tabletop printers, high-volume presses and specialty OEM printing systems, as well as a wide range of label, tag and flexible packaging material substrates and other supplies, including ink and toner, allowing customers to mark, track, protect and enhance the appearance of their products. In the T&M segment, we have a long history of using our technologies to provide networking systems and high-resolution light-weight flight deck and cabin printers for the aerospace market. In addition, the T&M segment includes data acquisition recorders, sold under the AstroNova brand, to enable our customers to acquire and record visual and electronic signal data from local and networked data streams and sensors. The recorded data is processed, analyzed and stored and presented in various visual output formats.
27
+ Product Identification
28
+ Our PI segment includes three brands: QuickLabel, TrojanLabel, and GetLabels. The segment provides a wide array of digital
29
+ end-to-end
30
+ product 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 to
31
+ mid-size
32
+ run basis and benefit from the efficiency, flexibility and cost-savings of digitally printing labels or packaging in their facility,
33
+ on-demand,
34
+ with the ability to accommodate multiple SKUs or variable data 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 for either standalone output or inline integration with existing
35
+ pre-processing
36
+ and finishing systems. Customers use our digital printing products in a wide variety of industries, including chemical, cosmetics, food and beverage, medical products, nutraceutical, pharmaceutical, and many 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.
37
+ Current QuickLabel models include a selection of professional tabletop digital color label printers. The high-speed
38
+ QL-120X
39
+ was built on our pioneering and successful Kiaro! platform. Introduced early in 2019, the high-performance
40
+ QL-300
41
+ was the first
42
+ 5-color
43
+ toner-based electrophotographic tabletop production label printer in the market. In addition, our QuickLabel line of printers includes the
44
+ QL-850,
45
+ our next-generation wide-format inkjet color label printer, the
46
+ QL-30
47
+ and
48
+ QL-60
49
+ series, a family of
50
+ high-end
51
+ monochrome printers, and the
52
+ QLS-4100
53
+ XE, a unique solution with the ability to digitally print full-color labels and tags using thermal transfer ribbon technology.
54
+ Our TrojanLabel portfolio includes a range of products from professional digital color label mini-presses to large-scale
55
+ all-in-one
56
+ inline specialty printing systems for both brand owners, OEMs and commercial printers. The
57
+ T2-C,
58
+ a compact, digital mini-press designed for 24/7 label production, includes numerous differentiating features for several
59
+ end-use
60
+ market applications. The
61
+ T2-L
62
+ is a narrow format digital press designed specifically for flexible packaging substrates. Beyond label printing, the
63
+ T3-OPX,
64
+ 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,
65
+ die-cut,
66
+ and lamination in an
67
+ all-in-one
68
+ machine with a much smaller footprint than others in the market.
69
+ GetLabels provides a broad range of high-quality supplies for both our printers and third-party printers including label and tag materials, inks, toner and thermal transfer material, all specifically designed and 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.
70
+ 4
71
+ Table of Contents
72
+ 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.
73
+ T&M
74
+ Products sold under our T&M segment 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 data from local and networked data streams and sensors.
75
+ Airborne printers include our flagship ToughWriter
76
+ ®
77
+ series used in the flight decks and cabins of military, commercial and business aircraft to print hard copies of data required for the safe and efficient operation of aircraft. Examples of printed data include navigation maps, arrival and departure information, flight itineraries, weather maps, performance data, passenger data, and air traffic control data. ToughSwitch
78
+ ®
79
+ 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 flight worthiness standards for operation under extreme environmental conditions. We are currently furnishing ToughWriter airborne printers for many aircraft made by Airbus, Boeing, Bombardier, Lockheed, Gulfstream and others. In addition to the ToughWriter products, we manufacture other flight deck printers, including the TP/NP series, the RTP80 series and the
80
+ PTA-45B
81
+ series of airborne printers. The
82
+ PTA-45B
83
+ is subject to the Asset Purchase and License Agreement with Honeywell International, Inc. (the “Honeywell Agreement”), pursuant to which in 2017 we acquired an exclusive perpetual world-wide license to manufacture and support Honeywell’s narrow-format flight deck printers for the Boeing 737 and Airbus 320 aircraft. Over time we expect customers will replace the
84
+ PTA-45B
85
+ printers with ToughWriter products because they have numerous technical features and functional advantages and significant weight savings.
86
+ Other T&M products include the TMX
87
+ ®
88
+ all-in-one
89
+ high-speed data acquisition system for applications requiring high channel counts and acquisition rates; the Daxus
90
+ ®
91
+ DXS-100
92
+ distributed data acquisition platform; the SmartCorder
93
+ ®
94
+ DDX-100,
95
+ a portable
96
+ all-in-one
97
+ data acquisition system for facility maintenance and field testing; and the Everest
98
+ ®
99
+ EV-5000
100
+ digital strip chart recording system used mainly in telemetry applications. The Daxus
101
+ DXS-100
102
+ can be connected to the SmartCorder to increase channel count or networked as part of a distributed measurement system spanning vast distances.
103
+ Technology
104
+ Our core technologies are data visualization technologies that relate to (1) acquiring data, (2) conditioning the data, (3) displaying or printing the data on hard copy, monitor or electronic storage media and (4) analyzing the data. To service data visualization, we maintain technological core competencies and trade
105
+ know-how
106
+ 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.
107
+ Patents and Copyrights
108
+ 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 names. We consider our intellectual property to be critical to the operation of our business. In particular, we believe that the loss of the trademarks QuickLabel, TrojanLabel, ToughWriter or ToughSwitch
109
+ 5
110
+ Table of Contents
111
+ or the loss of the license provided under the Honeywell Agreement could have a material adverse impact on our business taken as a whole.
112
+ Manufacturing and Supplies
113
+ We manufacture many of the products that we design and sell. Raw materials and supplies are typically available from a wide variety of sources. We manufacture many
114
+ sub-assemblies
115
+ and parts
116
+ in-house,
117
+ including certain specialty printed circuit board assemblies and harnesses, and we have extensive electronic and mechanical final assembly and test operations. Many parts not manufactured
118
+ in-house
119
+ are standard electronic items available from multiple sources. Other printers and parts are designed or modified by us and manufactured by outside vendors according to our specifications. We purchase certain components, assembled products and supplies used to manufacture our products from a single source or limited supplier sources. Although we believe the majority of these sole or limited source components, assembled products and supplies could be sourced elsewhere with appropriate changes in the design of our products, 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 for which those printers are designed.
120
+ Marketing and Competition
121
+ We compete worldwide in multiple markets. Through our expanding network of manufacturing, sales and support facilities, we now do business in over 150 countries.
122
+ We believe we are a market leader in tabletop digital color label printing technology in the specialty printing field, a market leader in flight deck printers, and an innovator in digital color mini-press systems. In the data acquisition area, we are one of the leaders in general-purpose portable, high-speed data acquisition systems.
123
+ 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.
124
+ 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, we have factory-trained direct field salespeople located throughout the country specializing in Product Identification products. We also have direct field sales or service centers in Canada, China, Denmark, France, Germany, Malaysia, Mexico, Singapore, and the United Kingdom staffed by our own employees and dedicated third party contractors. Additionally, we utilize over 200 independent dealers and representatives selling and marketing our products in over 60 countries.
125
+ No single customer accounted for 10% or more of our net revenue in any of the last three fiscal years.
126
+ Order Backlog
127
+ Our backlog varies regularly. It consists of a blend of orders for
128
+ end-user
129
+ customers, as well as original equipment manufacturer customers. Manufacturing production is designed to meet forecasted demands and
130
+ built-to-order
131
+ customer requirements. Accordingly, the amount of order backlog may not indicate future sales trends. Backlog at January 31, 2021 and 2020 was $22.5 million and $25.2 million, respectively.
132
+ Employees
133
+ As of January 31, 2021, we employed 327 people full-time employees. Of our full-time employees, 230 were in the United States, 78 in Europe, 10 in Canada, seven in Asia and two in Mexico.
134
+ 6
135
+ Table of Contents
136
+ None of our employees are represented by a 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.
137
+ 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.
138
+ Culture
139
+ 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:
140
+ •
141
+ A powerful set of core values, including: Customer First, One Global Team, Innovation, Continuous Improvement and Building Shareholder Value.
142
+ •
143
+ 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.
144
+ •
145
+ A commitment to operating with integrity and compliance to ensure business is conducted in an honest, legal, and environmentally responsible manner.
146
+ •
147
+ A passionate commitment to quality that drives our goal to achieve zero defects and understand the changing needs and expectations of our customers.
148
+ 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.
149
+ Diversity and Inclusion
150
+ We believe that our culture and core values are 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.
151
+ Other Information
152
+ Our business is not seasonal in nature. However, our revenue is impacted by the size of certain individual transactions, which can cause fluctuations in revenue from quarter to quarter.
153
+ Available Information
154
+ We make available on our website (www.astronovainc.com) our Annual Report on Form
155
+ 10-K,
156
+ Quarterly Reports on Form
157
+ 10-Q,
158
+ Current Reports on Form
159
+ 8-K
160
+ 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 we electronically file 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.
161
+ 7
162
+ Table of Contents
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1
+ Item 13.
2
+ Certain Relationships, Related Transactions and Director Independence
3
+ The information required by this item is incorporated herein by reference to our definitive Proxy Statement for our 2021 Annual Meeting of Shareholders.
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1
+ Item 9A.
2
+ Controls and Procedures
3
+ Evaluation of Disclosure Controls and Procedures
4
+ 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
5
+ 10-K
6
+ pursuant to Rules
7
+ 13a-15(e)
8
+ and
9
+ 15d-15(e)
10
+ 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, 2021 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.
11
+ Management’s Annual Report on Internal Control over Financial Reporting
12
+ Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules
13
+ 13a-15(f)
14
+ and
15
+ 15d-15(f)
16
+ under the Exchange Act). Our 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.
17
+ 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.
18
+ Management conducted its evaluation of the effectiveness of its internal control over financial reporting as of January 31, 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, 2021, our internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.”
19
+ Changes in Internal Controls over Financial Reporting
20
+ There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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1
+ RELATED PARTY TRANSACTIONS
2
+ Potential conflicts of interest and related party transactions are referred by the Board to the Audit Committee for review and approval. In
3
+ reviewing and evaluating potential conflicts of interest and related party transactions, the Audit Committee uses applicable NASDAQ listing standards and SEC rules as a guide.
4
+ No officer, director or nominee for director of the Company or any associate of any of the foregoing had during the period beginning on
5
+ February 1, 2020 through the date of this proxy statement any material interest, direct or indirect, in any material transaction or any material proposed transaction in which the amount exceeds $120,000 and to which the Company was or is to be
6
+ a party.
7
+ 27
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