UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 9, 2022

ASTRONOVA, INC.
(Exact name of registrant as specified in its charter)

 
					
Rhode Island	 	0-13200	 	05-0318215	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	

600 East Greenwich Avenue
West Warwick, RI 02893	
(Address of principal executive offices) (Zip Code)	
(401) 828-4000
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	 	Trading
Symbol(s)	 	Name of Each Exchange
on which Registered	
Common Stock, $0.05 Par Value	 	ALOT	 	NASDAQ Global Market	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 7.01	Regulation FD Disclosure	
On Tuesday, August 9, 2022 at 3:00 P.M. Eastern Time, AstroNova, Inc. (the “Company”) held a conference call and live webcast for shareholders, analysts and investment professionals to provide supplemental information regarding the Company’s recent acquisition of Astro Machine LLC. A copy of the presentation for the conference call is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.
 
Item 9.01	Financial Statement and Exhibits.	
(d) Exhibits

Exhibit
No.	  	Exhibit	
		
99.1	  	Investor Presentation, dated August 9, 2022.	
		
104	  	Cover Page Interactive Data File (embedded within the Inline XBRL document)	
 
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 		 	ASTRONOVA, INC.	
				
Dated: August 9, 2022	 		 	By:	 	/s/ David S. Smith	
	 		 		 	David S. Smith	
	 		 		 	Vice President, Chief Financial Officer and Treasurer	
 
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Exhibit 99.1

Acquisition of Astro Machine August 9, 2022 Astro Nova

Safe Harbor Statement Information included in this presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include financial expectations relating to the Astro Machine acquisition. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning the acquisition of Astro Machine LLC. These statements may include the use of the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning the benefits of the acquisition of Astro Machine LLC, including, but not limited to, incorporating any potential synergies between AstroNova and Astro Machine LLC, expanding our manufacturing capabilities, scaling the combined business and capitalizing on cross-selling opportunities, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, (a) the risk we are unable to integrate Astro Machine’s business and operations with and into AstroNova’s existing business, (b) general economic, financial, industry and business conditions; (c) the impact of the ongoing COVID-19 pandemic on us, our customers, our suppliers and the global economy; (d) competition in the specialty printer or data acquisition industries; (e) our ability to obtain adequate pricing for our products and control our cost structure; and (f) the other factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022 and subsequent filings AstroNova makes with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this presentation.

Astro Machine Overview • Leader in inkjet printing technology for mailing and labeling applications • Deep expertise in material handling and automation equipment • Established 1978 in Elk Grove Village, IL TTM mid-teens 34,000-sq ft. TTM revenue of operating engineering and ~$22 million* manufacturing margin* plant *12 months ended 6/30/22 *12 months ended 6/30/22

Transaction Summary • Aggregate purchase price of $17.1 million in cash • Funded with borrowings from an amended version of our existing senior bank debt facilities. • Transaction includes property and plant in Elk Grove Village, Illinois • Strong alignment with acquisition strategy • Management continuity and long-term transition assured

Transaction Meets our Acquisition Criteria • Extensive technology and engineering overlaps • Additive product lines Business Fit • Highly complementary market channels • High recurring revenue stream • Established leadership in niche market History of • Track record of consistent revenue and earnings growth Performance • Stable and growing relationships with market-leading customers • Extensive materials handling expertise beneficial to AstroNova Strong Technology • Expands our OEM business & Management • George Selak, president of Astro Machine, will run the business • Mid-single digits purchase price multiple Meets Financial • FY and TTM revenues greater than acquisition price Objectives • Expected to be accretive to EPS in the current fiscal year

Strategic Benefits VERTICALLY TECHNICAL EXPANDED ADJACENT MARKET INTEGRATED EXPERTISE CAPABILITIES Adds Adjacent Product Highly vertically Experienced, long Expands digital label and Identification market integrated OEM tenured team direct to package markets oLeading market position operation Strengthens technical Adds products and o~60% recurring revenue •Reduces reliance on expertise, especially distribution channels overseas manufacturing material handling oComplementary market channels •Adds rapid prototype capability

Complementary Products Color Printers Monochrome Printers Media Handling

Extends our Track Record of Value-Generating Acquisitions Feb. 2017 Acquired TrojanLabel Feb. 2014 ApS, a European Acquired Miltope manufacturer of aerospace printer specialty printing Aug. 2022 product line systems Acquired Astro Machine Sep. 2017 Jun. 2015 Acquired exclusive rights to Acquired RITEC manufacturer, market and aerospace printer service Honeywell product line International PTA-45B narrow-format cockpit data printer