HURCO COMPANIES INC

Previous wording

The market for machine tools is international in scope. We have both significant foreign sales and significant foreign manufacturing operations. During the first six months of fiscal 2026, approximately 45% of our revenues were attributable to customers in Europe, where we typically sell more of our higher-performance, higher-priced VMX series machines. Additionally, approximately 14% of our revenues were attributable to customers in the Asia Pacific region, where we encounter greater pricing pressures. We operate in a cyclical industry where sales and order trends often change periodically and can vary from region to region.

Current wording

The market for machine tools is international in scope. We have both significant foreign sales and significant foreign manufacturing operations. During the first nine months of fiscal 2026, approximately 45% of our revenues were attributable to customers in Europe, where we typically sell more of our higher-performance, higher-priced VMX series machines. Additionally, approximately 14% of our revenues were attributable to customers in the Asia Pacific region, where we encounter greater pricing pressures. We operate in a cyclical industry where sales and order trends often change periodically and can vary from region to region.

Previous wording

During a time of global uncertainty and lower sales volumes experienced recently, we have turned our attention to adjusting overhead expenses and operating expenses to help minimize the impact of the lower volumes of sales on operating income. We implemented cost reductions in fiscal years 2024 and 2025, adjusted and managed inventories (excluding the impact of foreign currency), and suspended our regular quarterly cash dividend. In recent periods, we have used our operating cashflow to manage our capital allocation strategies to continue investing in new technologies, product development, and necessary capital expenditures without incurring any significant indebtedness as we continue to seek new acquisitions and other growth opportunities. The cyclicality of our business requires that we exercise discipline in managing through unexpected changes in the markets and industries in which we operate. We believe that our long history of profitability and the strength of our balance sheet can provide us with stability to manage through these business cycles, and we rely on our past experience in making measured decisions for the long-term success of our business.

Current wording

During a time of global uncertainty and lower sales volumes experienced recently, we have turned our attention to adjusting overhead expenses and operating expenses to help minimize the impact of the lower volumes of sales on operating income. We implemented cost reductions in fiscal years 2024 and 2025, adjusted and managed inventories (excluding the impact of foreign currency), and suspended our regular quarterly cash dividend. In recent periods, we have used our operating cashflow to manage our capital allocation strategies to continue investing in new technologies, product development, and necessary capital expenditures without incurring significant indebtedness as we continue to seek new acquisitions and other growth opportunities. The cyclicality of our business requires that we exercise discipline in managing through changes in the markets and industries in which we operate. We believe that our historical profitability and the strength of our balance sheet can provide us with stability to manage through these business cycles, and we rely on our past experience in making measured decisions for the long-term success of our business.

Previous wording

Sales and service fees in the first six months of fiscal 2026 increased by 4%, compared to the same period in fiscal 2025. The increase in sales was due primarily to increased shipments of Hurco and Takumi 5-axis and vertical milling machines in the Americas and Asia Pacific and Takumi 5-axis and vertical milling machines in Europe, partially offset by a decreased volume of shipments of Hurco machines in Europe and electro-mechanical components and accessories manufactured by our wholly-owned subsidiary in Italy, LCM Precision Technology S.r.l. (“LCM”). Orders in the first six months of fiscal 2026 increased by 24%, compared to the same period in fiscal 2025, reflecting an increase in customer demand for Hurco and Takumi 5-axis and vertical milling machines in all three regions, as well as increased customer demand for electro-mechanical components and accessories manufactured by LCM.

Current wording

Sales and service fees in the first nine months of fiscal 2026 increased by 4%, compared to the same period in fiscal 2025. The increase in sales was due primarily to increased shipments of Hurco 5-axis and higher-performance vertical milling machines in the Americas and Asia Pacific, as well as increased shipments of Milltronics and Takumi machines in the Americas and Takumi vertical milling machines and private labeled machine frames produced for third parties in Asia Pacific.

Previous wording

*Sales and Service Fees.*Sales and service fees for the second quarter of fiscal year 2026 were $47.6 million, an increase of $6.8 million, or 17%, compared to the corresponding prior year period, and included a favorable currency impact of $1.4 million, or 3%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Current wording

*Sales and Service Fees.*Sales and service fees for the third quarter of fiscal year 2026 were $47.3 million, an increase of $1.5 million, or 3%, compared to the corresponding prior year period, and included an unfavorable currency impact of less than $0.1 million, or less than 1%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Previous wording

The following table sets forth net sales and service fees by geographic region for the second fiscal quarter ended April 30, 2026 and 2025 (dollars in thousands):

Current wording

The following table sets forth net sales and service fees by geographic region for the third fiscal quarter ended July 31, 2026 and 2025 (dollars in thousands):

Previous wording

European sales for the second quarter of fiscal year 2026 decreased by 8%, compared to the corresponding period in fiscal year 2025, and included a favorable currency impact of 6%, when translating foreign sales to U.S. dollars for financial reporting purposes. The year-over-year decrease in European sales was primarily attributable to a decreased volume of shipments of Hurco machines and electro-mechanical components and accessories manufactured by LCM, partially offset by an increased volume of shipments of Takumi 5-axis and vertical milling machines.

Current wording

European sales for the third quarter of fiscal year 2026 decreased by 12%, compared to the corresponding period in fiscal year 2025, and included a favorable currency impact of less than 1%, when translating foreign sales to U.S. dollars for financial reporting purposes. The decrease in European sales was primarily attributable to a decreased volume of shipments of Hurco machines and electro-mechanical components and accessories manufactured by LCM, partially offset by an increased volume of shipments of Takumi vertical milling machines and increased sales of ProCobots automation solutions.

Previous wording

Asian Pacific sales for the second quarter of fiscal year 2026 increased by 81%, compared to the corresponding prior year period, and included a favorable currency impact of 2%, when translating foreign sales to U.S. dollars for financial reporting purposes. The year-over-year increase in Asian Pacific sales was primarily due to increased shipments in China and India of Hurco 5-axis and larger, higher-performance vertical milling machines, as well as Takumi 5-axis and vertical milling machines.

Current wording

Asian Pacific sales for the third quarter of fiscal year 2026 increased by 51%, compared to the corresponding prior year period, and included an unfavorable currency impact of 3%, when translating foreign sales to U.S. dollars for financial reporting purposes. The increase in Asian Pacific sales was primarily due to increased shipments of Hurco vertical milling machines in China and Southeast Asia, as well as increased shipments of Takumi vertical milling machines and private labeled machine frames produced for third parties.

Previous wording

The following table sets forth sales and service fees by product group and services for the second fiscal quarter ended April 30, 2026 and 2025 (dollars in thousands):

Current wording

The following table sets forth sales and service fees by product group and services for the third fiscal quarter ended July 31, 2026 and 2025 (dollars in thousands):

Previous wording

Sales of computerized machine tools for the second quarter of fiscal year 2026 increased by 22%, compared to the corresponding prior year period, primarily due to increased shipments of Hurco 5-axis and larger, higher-performance vertical milling machines and Takumi vertical milling machines in the Americas and Asia Pacific, partially offset by decreased shipments of Hurco machines in Europe and electro-mechanical components and accessories manufactured by LCM. Sales of computer control systems and software for the second quarter of fiscal year 2026 decreased by 21%, compared to the corresponding prior year period, due mainly to decreased software sales in the Americas. Service parts and service fees for the second quarter of fiscal year 2026 changed by immaterial amounts compared to the corresponding prior year period. Sales for all product lines included a favorable currency impact of 3%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Current wording

Sales of computerized machine tools for the third quarter of fiscal year 2026 increased by 3%, compared to the corresponding prior year period, primarily due to increased shipments of Hurco and Takumi machines in the Americas and Asia Pacific, as well as increased shipments of private labeled machine frames produced for third parties in Asia Pacific. Sales of service parts increased by 6% compared to the corresponding prior year period, primarily due to increases in sales of aftermarket service parts in Europe and Asia Pacific. Sales for all product lines included an unfavorable currency impact of less than 1%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Previous wording

The following table sets forth new orders booked by geographic region for the second fiscal quarter ended April 30, 2026 and 2025 (dollars in thousands):

Current wording

The following table sets forth new orders booked by geographic region for the third fiscal quarter ended July 31, 2026 and 2025 (dollars in thousands):

Previous wording

Orders in the Americas for the second quarter of fiscal year 2026 increased by 63%, compared to the corresponding period in fiscal year 2025, primarily due to increased demand for Hurco 5-axis and larger, higher-performance vertical milling machines and for Takumi vertical milling machines.

Current wording

Orders in the Americas for the third quarter of fiscal year 2026 increased by 37%, compared to the corresponding period in fiscal year 2025, primarily due to increased demand for Hurco 5-axis and larger, higher-performance vertical milling machines, Takumi lathes and vertical milling machines, as well as Milltronics toolroom lathes.

Previous wording

European orders for the first six months of fiscal year 2026 increased by 8%, compared to the corresponding prior year period, and included a favorable currency impact of 8%, when translating foreign orders to U.S. dollars. The year-over-year increase was primarily due to increased customer demand for Hurco and Takumi 5-axis and higher-performance vertical milling machines in the United Kingdom, Germany and France, and increased customer demand for electro-mechanical components and accessories manufactured by LCM, partially offset by a decreased volume of machine demand in Italy and Germany.

Current wording

European orders for the third quarter of fiscal year 2026 increased by 6%, compared to the corresponding prior year period, and included a favorable currency impact of less than 1%, when translating foreign orders to U.S. dollars. The increase in orders was driven primarily by increased customer demand for Hurco higher-performance vertical milling machines in the United Kingdom and electro-mechanical components and accessories manufactured by LCM, partially offset by decreased customer demand for Hurco machines in Germany and France.

Previous wording

Asian Pacific orders for the second quarter of fiscal year 2026 increased by 66%, compared to the corresponding prior year period, and included a favorable currency impact of 4%, when translating foreign orders to U.S. dollars. The increase in orders was driven primarily by increased customer demand for Takumi machines across the Asian Pacific region where our customers are located, as well as for Hurco vertical milling machines in China.

Current wording

Asian Pacific orders for the third quarter of fiscal year 2026 increased by 68%, compared to the corresponding prior year period, and included an unfavorable currency impact of 7%, when translating foreign orders to U.S. dollars. The increase in orders was driven primarily by increased customer demand for Takumi machines and for private labeled machine frames produced for third parties, partially offset by decreased customer demand for Hurco machines in China.

Previous wording

*Gross Profit.*Gross profit for the second quarter of fiscal year 2026 was $10.3 million, or 22% of sales, compared to $7.8 million, or 19% of sales, for the corresponding prior year period. The year-over-year increase in gross profit was primarily due to an increased volume of machine sales and a greater mix of higher-performance machine sales. Although not significant factors, gross profit for the second quarter of fiscal year 2026 also benefited from price increases implemented in 2026 and tariff refund claims filed with the United States Customs and Border Protection, both of which were partially offset by incremental tariffs compared to prior year.

Current wording

*Gross Profit.*Gross profit for the third quarter of fiscal year 2026 was $13.2 million, or 28% of sales, compared to $9.1 million, or 20% of sales, for the corresponding prior year period. The increase in gross profit was attributable to an increased volume of machine sales and a greater mix of higher-performance machines sold, as well as price increases implemented in the first quarter of fiscal 2026 and tariff refund claims filed with the United States Customs and Border Protection.

Previous wording

*Operating Expenses.*Selling, general, and administrative expenses for the second quarter of fiscal year 2026 were $11.1 million, or 23% of sales, compared to $10.9 million, or 27% of sales, in the corresponding fiscal year 2025 period, and included an unfavorable currency impact of $0.3 million, when translating foreign expenses to U.S. dollars for financial reporting purposes. The year-over-year increase in selling, general, and administrative expenses was primarily due to the unfavorable currency impact.

Current wording

*Operating Expenses.*Selling, general, and administrative expenses for the third quarter of fiscal year 2026 were $10.9 million, or 23% of sales, compared to $10.8 million, or 23% of sales, in the corresponding fiscal year 2025 period, and included an unfavorable currency impact of $0.1 million, when translating foreign expenses to U.S. dollars for financial reporting purposes. The increase in selling, general, and administrative expenses was primarily due to the unfavorable currency impact and increased global wages, sales commissions, and employee benefits.

Previous wording

*Operating Income (Loss).*Operating loss for the second quarter of fiscal year 2026 was $0.8 million, compared to $3.1 million for the corresponding period in fiscal year 2025. The year-over-year decrease in operating loss was primarily due to an increased volume of machine sales and a greater mix of higher-performance machine sales.

Current wording

*Operating Income (Loss).*Operating income for the third quarter of fiscal year 2026 was $2.3 million, compared to an operating loss of $1.7 million, for the corresponding period in fiscal year 2025. The improvement from operating loss to operating income was primarily attributable to an increased volume of machine sales and a greater mix of higher-performance machines sold, as well as price increases implemented in the first quarter of fiscal 2026 and tariff refund claims filed with the United States Customs and Border Protection.

Previous wording

*Other Expense, Net.*Other expense, net for the second quarter of fiscal year 2026 was $0.8 million compared to $0.6 million for the corresponding period in fiscal year 2025. The year-over-year increase in other expense, net was due mainly to an increase in foreign currency exchange loss.

Current wording

*Other Income (Expense), Net.*Other income, net for the third quarter of fiscal year 2026 was $0.3 million compared to other expense, net of $1.5 million, for the corresponding period in fiscal year 2025. The change was due mainly to a decrease in foreign currency exchange loss.

Previous wording

*Income Taxes.*Income tax expense for the second quarter of fiscal year 2026 was $0.8 million, compared to $0.5 million for the corresponding prior year period. The year-over-year change was primarily due to changes in geographic mix of income and loss that includes jurisdictions with differing tax rates.

Current wording

*Income Taxes.*Income tax expense for the third quarter of fiscal year 2026 was $0.4 million, compared to $0.6 million, for the corresponding prior year period. The reduction in income tax expense was primarily due to changes in geographic mix of income and loss that includes jurisdictions with differing tax rates.

Previous wording

Sales and Service Fees. Sales and service fees for the first six months of fiscal year 2026 were $90.5 million, an increase of $3.2 million, or 4%, compared to the corresponding prior year period, and included a favorable currency impact of $3.2 million, or 4%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Current wording

Sales and Service Fees. Sales and service fees for the first nine months of fiscal year 2026 were $137.8 million, an increase of $4.7 million, or 4%, compared to the corresponding prior year period, and included a favorable currency impact of $3.1 million, or 2%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Previous wording

Sales in the Americas for the first six months of fiscal year 2026 increased by 12%, compared to the corresponding period in fiscal year 2025, primarily due to increased shipments of Hurco 5-axis as well as larger, higher-performance vertical milling machines and Takumi vertical milling machines.

Current wording

Sales in the Americas for the first nine months of fiscal year 2026 increased by 12%, compared to the corresponding period in fiscal year 2025, primarily due to increased shipments of Hurco 5-axis machines and larger, higher-performance vertical milling machines, increased shipments of Takumi lathes and vertical milling machines, and increased shipments of Milltronics toolroom lathes.

Previous wording

European sales for the first six months of fiscal year 2026 decreased by 7%, compared to the corresponding period in fiscal year 2025, and included a favorable currency impact of 7%, when translating foreign sales to U.S. dollars for financial reporting purposes. The year-over-year decrease in European sales was primarily attributable to a decreased volume of shipments of Hurco machines and electro-mechanical components and accessories manufactured by LCM, partially offset by an increased volume of shipments of Takumi 5-axis and vertical milling machines.

Current wording

European sales for the first nine months of fiscal year 2026 decreased by 8%, compared to the corresponding period in fiscal year 2025, and included a favorable currency impact of 5%, when translating foreign sales to U.S. dollars for financial reporting purposes. The decrease in European sales was primarily attributable to a decreased volume of shipments of Hurco machines and electro-mechanical components and accessories manufactured by LCM, partially offset by an increased volume of shipments of Takumi vertical milling machines and increased sales of ProCobots automation solutions.

Previous wording

Asian Pacific sales for the first six months of fiscal year 2026 increased by 20%, compared to the corresponding prior year period, and included a favorable currency impact of 2%, when translating foreign sales to U.S. dollars for financial reporting purposes. The year-over-year increase in Asian Pacific sales was primarily due to increased shipments in China and India of Hurco 5-axis and larger, higher-performance vertical milling machines, as well as Takumi 5-axis and vertical milling machines.

Current wording

Asian Pacific sales for the first nine months of fiscal year 2026 increased by 30%, compared to the corresponding prior year period, and included an unfavorable currency impact of less than 1%, when translating foreign sales to U.S. dollars for financial reporting purposes. The increase in Asian Pacific sales was primarily due to increased shipments of Hurco vertical milling machines in China and Southeast Asia, as well as increased shipment of Takumi vertical milling machines and private labeled machine frames produced for third parties.

Previous wording

The following table sets forth sales and service fees by product group and services for the six months ended April 30, 2026 and 2025 (dollars in thousands):

Current wording

The following table sets forth sales and service fees by product group and services for the nine months ended July 31, 2026 and 2025 (dollars in thousands):

Previous wording

Sales of computerized machine tools for the first six months of fiscal year 2026 increased by 4%, compared to the corresponding prior year period, primarily due to increased shipments of Hurco 5-axis and larger, higher-performance vertical milling machines and Takumi vertical milling machines in the Americas and Asia Pacific, partially offset by decreased shipments of Hurco machines in Europe and electro-mechanical components and accessories manufactured by LCM. Sales of computer control systems and software for the first six months of fiscal year 2026 decreased by 26%, compared to the corresponding prior year period, due mainly to decreased software sales in the Americas and Europe. Sales of service parts for the first six months of fiscal year 2026 increased by 8%, compared to the corresponding prior year period, primarily due to increases in aftermarket service parts sales in the United Kingdom and Germany. Service fees for the first six months of fiscal year 2026 decreased by 2%, compared to the corresponding prior year period, primarily due to decreased aftermarket service fees in the Americas. Sales for all product lines included a favorable currency impact of 4%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Current wording

Sales of computerized machine tools for the first nine months of fiscal year 2026 increased by 4%, compared to the corresponding prior year period, primarily due to increased shipments of Hurco and Takumi machines in the Americas and Asia Pacific, as well as increased shipment of private labeled machine frames produced for third parties in Asia Pacific. Sales of computer control systems and software for the first nine months of fiscal year 2026 decreased by 19%, compared to the corresponding prior year period, due mainly to decreased software sales in the Americas. Sales of service parts for the first nine months of fiscal year 2026 increased by 8%, compared to the corresponding prior year period, primarily due to increases in sales of aftermarket service parts for Hurco and Takumi products in the United Kingdom, Germany, and Asia Pacific. Service fees for the first nine months of fiscal year 2026 decreased by 2%, compared to the corresponding prior year period, primarily due to decreased aftermarket service fees in the Americas. Sales for all product lines included a favorable currency impact of 2%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Previous wording

Orders. Orders for the first six months of fiscal year 2026 were $103.6 million, an increase of $19.8 million, or 24%, compared to the corresponding period in fiscal year 2025, and included a favorable currency impact of $3.4 million, or 4%, when translating foreign orders to U.S. dollars.

Current wording

Orders. Orders for the first nine months of fiscal year 2026 were $155.0 million, an increase of $30.2 million, or 24%, compared to the corresponding period in fiscal year 2025, and included a favorable currency impact of $3.1 million, or 2%, when translating foreign orders to U.S. dollars.

Previous wording

The following table sets forth new orders booked by geographic region for the six months ended April 30, 2026, and 2025 (dollars in thousands):

Current wording

The following table sets forth new orders booked by geographic region for the nine months ended July 31, 2026, and 2025 (dollars in thousands):

Previous wording

Orders in the Americas for the first six months of fiscal year 2026 increased by 42%, compared to the corresponding period in fiscal year 2025, primarily due to increased demand for Hurco 5-axis and larger, higher-performance vertical milling machines and for Takumi vertical milling machines.

Current wording

Orders in the Americas for the first nine months of fiscal year 2026 increased by 40%, compared to the corresponding period in fiscal year 2025, primarily due to increased demand for Hurco 5-axis and larger, higher-performance vertical milling machines, Takumi lathes and vertical milling machines, as well as Milltronics toolroom lathes.

Previous wording

European orders for the second quarter of fiscal year 2026 increased by 17%, compared to the corresponding prior year period, and included a favorable currency impact of 7%, when translating foreign orders to U.S. dollars. The increase in orders was driven primarily by increased customer demand for Hurco higher-performance milling machines in the United Kingdom and Germany and for Takumi 5-axis machines in France.

Current wording

European orders for the first nine months of fiscal year 2026 increased by 7%, compared to the corresponding prior year period, and included a favorable currency impact of 5%, when translating foreign orders to U.S. dollars. The increase in orders was driven primarily by increased customer demand for Hurco higher-performance vertical milling machines in the United Kingdom and electro-mechanical components and accessories manufactured by LCM, partially offset by decreased customer demand for Hurco machines in Germany and France.

Previous wording

Asian Pacific orders for the first six months of fiscal year 2026 increased by 29%, compared to the corresponding prior year period, and included a favorable currency impact of 2%, when translating foreign orders to U.S. dollars. The year-over-year increase in Asian Pacific orders was driven primarily by increased customer demand for Takumi machines across the Asia Pacific region where our customers are located and for higher-performance Hurco vertical milling machines in India.

Current wording

Asian Pacific orders for the first nine months of fiscal year 2026 increased by 41%, compared to the corresponding prior year period, and included an unfavorable currency impact of 1%, when translating foreign orders to U.S. dollars. The increase in Asian Pacific orders was driven primarily by increased customer demand for Takumi machines and for private labeled machine frames produced for third parties, partially offset by decreased customer demand for Hurco machines in China.

Previous wording

Gross Profit. Gross profit for the first six months of fiscal year 2026 was $18.3 million, or 20% of sales, compared to $16.1 million, or 18% of sales, for the corresponding prior year period. The year-over-year increase in gross profit was primarily due to an increased volume of machine sales and a greater mix of higher-performance machine sales. Although not significant factors, gross profit for the first six months of fiscal 2026 also benefited from price increases implemented in 2026 and tariff refund claims filed with the United States Customs and Border Protection, both of which were partially offset by incremental tariffs compared to prior year.

Current wording

Gross Profit. Gross profit for the first nine months of fiscal year 2026 was $31.5 million, or 23% of sales, compared to $25.2 million, or 19% of sales, for the corresponding prior year period. Most of the increase in gross profit was attributable to an increased volume of machine sales and a greater mix of higher-performance machines sold, as well as price increases implemented in the first quarter of fiscal 2026. Additionally, a smaller portion of the gross profit improvement included tariff refund claims filed with the United States Customs and Border Protection.

Previous wording

Operating Expenses. Selling, general, and administrative expenses for the first six months of fiscal year 2026 were $22.2 million, or 25% of sales, compared to $21.3 million, or 24% of sales, in the corresponding fiscal year 2025 period, and included an unfavorable currency impact of $0.7 million, when translating foreign expenses to U.S. dollars for financial reporting purposes. The year-over-year increase in selling, general and administrative expenses was primarily due to the unfavorable currency impact.

Current wording

Operating Expenses. Selling, general, and administrative expenses for the first nine months of fiscal year 2026 were $33.1 million, or 24% of sales, compared to $32.0 million, or 24% of sales, in the corresponding fiscal year 2025 period, and included an unfavorable currency impact of $0.8 million, when translating foreign expenses to U.S. dollars for financial reporting purposes. The increase was primarily due to the unfavorable impact of currency translation and increased global wages, sales commissions, and employee benefits.

Previous wording

Operating Income/Loss. Operating loss for the first six months of fiscal year 2026 was $4.0 million, compared to $5.2 million for the corresponding period in fiscal year 2025. The year-over-year decrease in operating loss was primarily due to an increased volume of machine sales and a greater mix of higher-performance machine sales.

Current wording

Operating Income (Loss). Operating loss for the first nine months of fiscal year 2026 was $1.7 million, compared to $6.8 million for the corresponding period in fiscal year 2025. The year-over-year decrease in operating loss was primarily due to an increased volume of machine sales and a greater mix of higher-performance machine sales, as well as price increases implemented in the first quarter of fiscal 2026 and tariff refund claims filed with the United States Customs and Border Protection.

Previous wording

Other Expense, Net. Other expense, net for the first six months of fiscal year 2026 was $0.8 million compared to $1.0 million for the corresponding period in fiscal year 2025. The year-over-year decrease in other expense, net was due mainly to gains from sale of a business.

Current wording

Other Income (Expense), Net. Other expense, net for the first nine months of fiscal year 2026 decreased to $0.5 million from $2.5 million for the corresponding period in fiscal year 2025, due mainly to a decrease in foreign currency exchange loss.

Previous wording

Income Taxes. Income tax expense for the first six months of fiscal year 2026 was $1.2 million, compared to $2.6 million for the corresponding prior year period. The year-over-year decrease in income tax expense was primarily due to a $1.2 million valuation allowance recorded during the first quarter of 2025 on our Italian deferred tax assets and changes in geographic mix of income and loss that include jurisdictions with differing tax rates. A full valuation allowance has been recorded against our Italian, U.S., and Chinese deferred tax assets as of April 30, 2026, based on our conclusion that the deferred tax assets were not more likely than not to be realized.

Current wording

Income Taxes. Income tax expense for the first nine months of fiscal year 2026 was $1.7 million, compared to $3.1 million for the corresponding prior year period. The year-over-year decrease in income tax expense was primarily due to a $1.2 million valuation allowance recorded during the first quarter of 2025 on our Italian deferred tax assets and changes in geographic mix of income and loss that include jurisdictions with differing tax rates. A full valuation allowance has been recorded against our Italian, U.S., and Chinese deferred tax assets as of July 31, 2026, based on our conclusion that the deferred tax assets were not more likely than not to be realized under generally accepted accounting principles.

Previous wording

At April 30, 2026, we had cash and cash equivalents of $50.1 million, compared to $48.7 million at October 31, 2025. Approximately 34% of the $50.1 million of cash and cash equivalents was denominated in U.S. dollars. The balance was attributable to our foreign operations and is held in the local currencies of our various foreign entities, subject to fluctuations in currency exchange rates. We do not believe that the indefinite reinvestment of these funds offshore impairs our ability to meet our domestic working capital needs.

Current wording

At July 31, 2026, we had cash and cash equivalents of $52.1 million, compared to $48.7 million at October 31, 2025. Approximately 18% of the $52.1 million of cash and cash equivalents was denominated in U.S. dollars. The balance was attributable to our foreign operations and is held in the local currencies of our various foreign entities, subject to fluctuations in currency exchange rates. We do not believe that the indefinite reinvestment of these funds offshore impairs our ability to meet our domestic working capital needs.

Previous wording

Working capital was $166.9 million at April 30, 2026, compared to $173.1 million at October 31, 2025. The decrease in working capital was primarily driven by a decrease in inventories and an increase in customer deposits, partially offset by increases in cash and cash equivalents and prepaid and other assets.

Current wording

Working capital was $166.7 million at July 31, 2026, compared to $173.1 million at October 31, 2025. The decrease in working capital was primarily driven by a decrease in inventories and an increase in accounts payable and customer deposits, partially offset by increases in cash and cash equivalents and prepaid and other assets.

Previous wording

Capital expenditures of $1.3 million during the first six months of fiscal year 2026 were primarily for software development costs and capital improvements in existing facilities. We funded these expenditures with cash on hand.

Current wording

Capital expenditures of $2.4 million during the first nine months of fiscal year 2026 were primarily for software development costs and capital improvements in existing facilities. We funded these expenditures with cash on hand.

Previous wording

On January 6, 2023, we announced approval of a share repurchase program in an aggregate amount of up to $25.0 million and later extended this program through November 10, 2026. Repurchases under the program may be made in the open market or through privately negotiated transactions from time to time, subject to applicable laws, regulations and contractual provisions. We did not repurchase any shares of our common stock during the first six months of fiscal 2026. As of April 30, 2026, we had repurchased $5.3 million, or 259,620 common shares, under this program since inception, leaving $19.7 million available for future repurchases thereunder.

Current wording

On January 6, 2023, we announced approval of a share repurchase program in an aggregate amount of up to $25.0 million and later extended this program through November 10, 2026. Repurchases under the program may be made in the open market or through privately negotiated transactions from time to time, subject to applicable laws, regulations and contractual provisions. We did not repurchase any shares of our common stock during the first nine months of fiscal 2026. As of July 31, 2026, we had repurchased $5.3 million, or 259,620 common shares, under this program since inception, leaving $19.7 million available for future repurchases thereunder.

Previous wording

Borrowings under the 2026 Credit Agreement bear interest at floating rates based on, at our option, either (i) a rate based upon the SOFR, the Sterling Overnight Index Average Reference Rate, the Euro Interbank Offering Rate, or another alternative currency-based rate approved by the lender, depending on the term of the loan and the currency in which such loan is denominated, plus 2.50% per annum, or (ii) a base rate (which is the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate or (c) the one month SOFR-based rate plus 1.00%), plus 1.50% per annum. Outstanding letters of credit will carry an annual rate of 2.50%.

Current wording

Borrowings under the 2026 Credit Agreement bear interest at floating rates based on, at our option, either (i) a rate based upon the SOFR, the Sterling Overnight Index Average Reference Rate, the Euro Interbank Offering Rate, or another alternative currency-based rate approved by the lender, depending on the term of the loan and the currency in which such loan is denominated, plus 2.50% per annum, or (ii) a base rate (which is the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate or (c) the one month SOFR-based rate plus 1.00%), plus 1.50% per annum. Any outstanding letters of credit carry an annual rate of 2.50%.

Previous wording

The maximum consolidated leverage ratio covenant effectively prohibits us from borrowing any amounts under the 2026 Credit Agreement when our consolidated EBITDA for the most recently completed measurement period is negative. As of the date of this report, the most recently completed measurement period was our second quarter ended April 30, 2026, during which our consolidated EBITDA was negative. In order to borrow in compliance with the maximum consolidated leverage ratio covenant set forth above, we are effectively prohibited from borrowing under the 2026 Credit Agreement until we have positive consolidated EBITDA for our most recently completed four fiscal quarters.

Current wording

The maximum consolidated leverage ratio covenant effectively prohibits us from borrowing any amounts under the 2026 Credit Agreement when our consolidated EBITDA for the most recently completed measurement period is negative. As of the date of this report, the most recently completed measurement period was our twelve months ended July 31, 2026, during which our consolidated EBITDA was negative. In order to borrow in compliance with the maximum consolidated leverage ratio covenant set forth above, we are effectively prohibited from borrowing under the 2026 Credit Agreement until we have positive consolidated EBITDA for our most recently completed four fiscal quarters.