367 added · 399 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Ferreira have asserted claims against us for damages in the amount of Euro 5.2 million ($6.1 million as of January 31, 2026) with respect to alleged breaches of the MTEX acquisition agreement, as well as damages in an unspecified amount arising from alleged damage to Mr.
Excluding the impact of goodwill impairment charges related to the under performance of the MTEX acquisition of $0.3 million and $13.4 million, recognized in fiscal 2026 and 2025, respectively, current year operating expense increased $0.2 million or 0.5% compared to the prior year.
These increases were partially offset by the refinement in the allocation of certain shared corporate cost across cost of sales and operating expense categories as well as a decline in outside services fees, which includes MTEX acquisition costs in fiscal 2025 of $1.2 million compared to $0.3 million in fiscal 2026.
The increase in the effective tax rate in fiscal 2026 is primarily driven by changes in the earnings mix of our pre-tax book income, the release of a valuation allowance on China net operating losses, the benefit from state research and development tax credits, and an adjustment to goodwill impairment recorded in the prior year.
Net loss and net loss per diluted share for the year ended January 31, 2026, were impacted by an inventory provision of $0.7 million ($0.6 million net of tax or $0.07 per diluted share), product retrofit costs of $0.2 million ($0.1 million net of tax or $0.02 per diluted share), inventory step up cost of $0.1 million ($0.1 million net of tax or $0.01 per diluted share) and transaction costs of $0.3 million ($0.2 million net of tax or $0.03 per diluted share), both related to the MTEX acquisition, restructuring charges of $1.4 million ($1.0 million net of tax or $0.14 per diluted share), legal fees 24 related to the MTEX litigation of $0.7 million ($0.5 million net of tax or $0.07 per diluted share), nonrecurring proxy costs of $0.7 million ($0.6 million net of tax or $0.07 per diluted share), goodwill impairment of $0.3 million ($0.3 million net of tax or $0.04 per diluted share) and $0.2 million in nonrecurring other expenses ($0.2 million net of tax or $0.02 per diluted share).
The results for fiscal 2025 were impacted by an inventory step up cost of $0.2 million ($0.2 million net of tax or $ 0.02 per diluted share) and transaction costs of $1.2 million ($0.9 million net of tax or $0.12 per diluted share), both related to the MTEX acquisition, goodwill impairment of $13.4 million ($13.4 million net of tax or $1.76 per diluted share) and CFO transition charges of $0.4 million ($0.3 million net of tax or $0.04 per diluted share).
We define the primary markets we serve through our Product ID segment as follows: • Desktop Label Printers: o Target Customers: Brand owners requiring label printing in-house (typically short to medium runs) o Representative Printers: QuickLabel desktop printers, QL120/125, QL300, QL900 • Mail and Sheet /Flat Pack Printers: o Target Customers: OEMs and channels active in direct mail and transactional print o Representative Printers: AJ-180, AJ-500P, AJ-SP2 25 • Professional Label Printers: Expanded market with MTEX acquisition: o Target Customers: Higher volume brand owners and professional printing houses (label converters) looking to provide digitally printed labels o Representative Printers: T2C printers and the new Next-Generation QL 425, and QL-435 • Direct to Package Printers: Expanded market with MTEX acquisition: o Target Customers: Corrugated box, wood box and paper bag makers (packaging converters or resellers) looking for high-mix medium to high volume post-printing o Representative Printers: T3-OPX printers and the new Next-Generation AJ-800 wide format and AJ-1300 ultra-wide format • Flexible Packaging Printers: New market with MTEX acquisition: o Target Customers: Paper and film packaging converters and co-packers looking for high volume digital pre-printing solutions for flexible packaging materials o Representative Printers: new next-generation AJ-800R, AJ-1200R dye and pigment models The table below provides Product ID revenue by the markets in which products and services are sold for the years ended January 31, 2026 and January 31, 2025: (In thousands) 2026 2025 Desktop Label Printers $ 61,824 $ 59,996 Mail & Sheet/Flat Pack Printers 16,208 15,574 Professional Label Printers 14,252 13,871 Direct to Package/Overprint Printers 10,576 11,057 Flexible Packaging Printers 216 1,304 Other 1,145 543 TOTAL $ 104,221 $ 102,345 On March 20, 2025, we announced our restructuring actions for fiscal 2026, which include the reduction of approximately 10% of the Company’s global workforce, primarily in the Product ID segment, and the realignment of our underperforming MTEX operation in Portugal.
Aerospace We define the primary markets we serve through our Aerospace segment as follows: • Aftermarket - Includes - parts, paper and repairs for the hardware we provide to the commercial, defense, regional and business jet markets • Commercial Aircraft - Customers include aircraft OEMs, Tier 1 suppliers and operators of commercial transport aircraft • Defense - Customers include manufacturers and operators of military transport aircraft (flight deck printers and networking systems); test and launch facilities related to rockets and missiles and specialty munitions (data acquisition products) • Regional and Business Jet Aircraft - Customers include aircraft OEMs, and operators of regional transport aircraft and business jets The table below provides Aerospace revenue by the markets in which products and services are sold for the years ended January 31, 2026 and January 31, 2025: (In thousands) 2026 2025 Commercial Aircraft $ 20,461 $ 19,696 Aftermarket 19,650 22,559 Defense 3,509 2,452 Regional and Business Jet Aircraft 1,656 3,096 Other 1,018 1,135 TOTAL $ 46,294 $ 48,938 Revenue from the Aerospace segment was $46.3 million for fiscal 2026, a 5.4% decrease compared to revenue of $48.9 million in the prior year.
Directors, Executive Offic ers and Corporate Governance The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year (our “Proxy Statement”).
Exhibits and Fi nancial Statement Schedule (a)(1) Financial Statements: The following documents are included as part of this Annual Report filed on Form 10-K: Page Reports of Independent Registered Public Accounting Firm F- 1 Consolidated Balance Sheets as of January 31, 2026 and 2025 F- 3 Consolidated Statements of Income (Loss)—Years Ended January 31, 2026, 2025, and 2024 F- 4 Consolidated Statements of Comprehensive Income (Loss)—Years Ended January 31, 2026, 2025, and 2024 F- 5 Consolidated Statements of Changes in Shareholders’ Equity—Years Ended January 31, 2026, 2025, and 2024 F- 6 Consolidated Statements of Cash Flows—Years Ended January 31, 2026, 2025 and 2024 F- 7 Notes to Consolidated Financial Statements F- 8 (a)(2) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 31, 2026, 2025 and 2024 F- 36 All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.
(a)(3) Exhibits: Exhibit Number (2.1) Share Purchase Agreement, dated May 4, 2024, by and among AstroNova Portugal, Unipessoal, Lda., as Purchaser, AstroNova, Inc., as First Guarantor, Effort Premier Solutions Lda., as Seller, and Elói Serafim Alves Ferreira, as Guarantor filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, event date May 4, 2024, filed with the SEC on May 9, 2024 and incorporated by reference herein* (3.1) Restated Articles of Incorporation of the Company and all amendments thereto filed as Exhibit 3A to our Quarterly Report on Form 10-Q for the quarter ended April 30, 2016 and incorporated by reference herein.
(4.2) Description of securities registered pursuant to Section 12 of the Exchange Act filed as Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2020 (File No. 000-13200) and incorporated by reference herein.
No longer disclosed
For example, in fiscal 2023, the quality of products obtained from one of the key suppliers to our PI segment declined and we were unable to detect latent defects in their products in a timely manner, which resulted in our incurring increased technical service and warranty expenses.
For example, in fiscal 2024 we implemented a restructuring plan in our PI segment to reduce operating costs within that segment and we recently announced that we will implement another restructuring action focused on the PI segment in fiscal 2026.
For example, in fiscal 2023, we experienced increased difficulty in obtaining certain technology-based parts, components and supplies from the largest single supplier of our PI segment at stable or predictable prices.
In fiscal 2025, we recorded a goodwill impairment charge of $13.4 million related to our MTEX acquisition, due in part to MTEX’s post-acquisition performance and changes to our management’s expectations with regard to MTEX’s performance in future periods.
As of January 31, 2025, we had total outstanding debt of $46.7 million, which included (i) $42.7 million in aggregate principal amount of indebtedness outstanding under our credit agreement with Bank of America, consisting of $20.5 million in aggregate outstanding principal under our revolving credit facility, a “Term Loan” in the aggregate outstanding principal amount of $9.5 million, and a Euro-denominated “Term A-2 Loan” in the aggregate outstanding principal amount of $12.7 million, (ii) $0.6 million of outstanding principal indebtedness under a secured equipment facility agreement and (iii) $3.4 million of outstanding debt assumed as part of the MTEX acquisition.
We may also incur impairment charges for acquired intangible assets or goodwill relating to our acquisitions, which could result in a significant charge to our earnings in the affected period, such as the goodwill impairment charge of $13.4 million recorded in fiscal 2025 related to the MTEX acquisition.
For example, in 2016, the European Commission adopted the General Data Protection Regulation (GDPR), a comprehensive privacy and data protection reform effective May 2018.
PI products sold under our May 2024 MTEX acquisition are mid-to-high volume direct-to-package printers and label printers primarily targeting the industrial and commercial printing segments.
Other T&M products include the TMX ® and TMX-200 all-in-one high-speed data acquisition systems for applications requiring high channel counts and acquisition rates; the Daxus ® DXS-100 distributed data acquisition platform; the SmartCorder ® DDX-100, a portable all-in-one data acquisition system for R&D facility and field testing; and the Everest ® EV-5000 and RC-300 digital strip chart recording systems used mainly in aerospace and defense applications.
Available Information We make available on our website (www.astronovainc.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.
We have made strategic investments in other companies, products and technologies, including our August 2022 acquisition of Astro Machine LLC and our May 2024 acquisition of MTEX.
For example, material modifications to an airborne printer cannot be made without having progressed through an extensive series of product qualification and certification steps that are technically complicated, expensive to execute, typically slow the pace of product development in that industry and can constrain our ability to quickly respond to pricing fluctuations or disruptions to our supply chain for products.