What changed in this filing

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Item 1. Financial Statements

2023-09-08 compared with 2023-06-02 · 72 added, 77 removed, 466 unchanged (24% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Sales and service fees

4 unchanged sentences

Interest income

Investment income, net

Investment income (loss), net

Other income (expense), net

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Other comprehensive income (loss):

50 unchanged sentences

no par value, $ .10 stated value per share, 12,500,000 shares authorized;

6,553,673 and 6,645,352 shares issued and 6,462,138 and 6,566,994 shares outstanding, as of April 30, 2023 and October 31, 2022, respectively

6,553,673 and 6,645,352 shares issued and 6,462,138 and 6,566,994 shares outstanding, as of July 31, 2023 and October 31, 2022, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Cash flows from operating activities:

38 unchanged sentences

(In thousands, except shares outstanding)

Three Months Ended April 30, 2023 and 2022

Three Months Ended July 31, 2023 and 2022

Comprehensive

Income (Loss)

Balances, January 31, 2022

Balances, April 30, 2022

Net income (loss)

1 unchanged sentence

Stock–based compensation expense, net of taxes withheld for vested restricted shares

Exercise of common stock options

Stock repurchases

Dividends paid

Balances, July 31, 2022

Balances, April 30, 2023

Balances, January 31, 2023

Net income (loss)

1 unchanged sentence

Stock–based compensation expense, net of taxes withheld for vested restricted shares

Exercise of common stock options

Stock repurchases

Dividends paid

Balances, April 30, 2023

Six Months Ended April 30, 2023 and 2022

Balances, July 31, 2023

Nine Months Ended July 31, 2023 and 2022

Comprehensive

7 unchanged sentences

Dividends paid

Balances, April 30, 2022

Balances, July 31, 2022

Balances, October 31, 2022

5 unchanged sentences

Dividends paid

Balances, April 30, 2023

Balances, July 31, 2023

The accompanying notes are an integral part of the condensed consolidated financial statements.

9 unchanged sentences

We operate in the industrial equipment industry and have a global footprint that subjects us to various business risks in many different countries.

Our operating results during fiscal years 2020 through 2022, and the first six months of fiscal year 2023, were affected by the international business disruption due to the outbreak of COVID-19 and lockdowns in certain markets, vendor delays, transportation issues, unusually high inflation, volatility of foreign currencies, competitive labor markets, and political friction in the U.S, and many regions of the world.

Because of the potential for extended vulnerability, we have closely evaluated the estimates we have made in preparing the financial statements as of April 30, 2023, with the understanding that these estimates could change in the near term.

Our operating results during fiscal years 2020 through 2022, and the nine months of fiscal year 2023, were affected by the international business disruption due to the outbreak of COVID-19, vendor delays, transportation issues, unusually high inflation, volatility of foreign currencies, competitive labor markets, and political friction in the U.S., and many other regions of the world.

Because of the potential for extended vulnerability, we have closely evaluated the estimates we have made in preparing the financial statements as of July 31, 2023, with the understanding that these estimates could change in the near term.

We will continue to evaluate and disclose any uncertainty associated with key assumptions underlying fair value estimates, trends, and uncertainties that have had, or are reasonably expected to have, a material effect on our consolidated financial position, results of operations, changes in shareholders' equity, and cash flows for and at the end of each interim period.

The condensed financial information as of April 30, 2023 and for the three and six months ended April 30, 2023 and April 30, 2022 is unaudited.

The condensed consolidated financial information as of July 31, 2023 and for the three and nine months ended July 31, 2023 and July 31, 2022 is unaudited.

However, in our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, results of operations, changes in shareholders’ equity and cash flows for and at the end of the interim periods.

41 unchanged sentences

We also assess on a quarterly basis whether there have been adverse developments regarding the risk of a counterparty default.

We had forward contracts outstanding as of April 30, 2023, denominated in Euros, Pounds Sterling and New Taiwan Dollars with set maturity dates ranging from May 2023 through April 2024.

We had forward contracts outstanding as of July 31, 2023, denominated in Euros, Pounds Sterling and New Taiwan Dollars with set maturity dates ranging from August 2023 through July 2024.

The contract amounts, expressed at forward rates in U.S.

dollars at April 30, 2023, were $ 14.3 million for Euros, $ 6.1 million for Pounds Sterling and $ 22.2 million for New Taiwan Dollars.

At April 30, 2023, we had approximately $ 1.0 million of loss, net of tax, related to cash flow hedges deferred in Accumulated other comprehensive income (loss).

dollars at July 31, 2023, were $ 11.6 million for Euros, $ 5.3 million for Pounds Sterling and $ 18.3 million for New Taiwan Dollars.

At July 31, 2023, we had approximately $ 1.4 million of loss, net of tax, related to cash flow hedges deferred in Accumulated other comprehensive income (loss).

Included in this amount was $ 0.9 million of unrealized loss, net of tax, related to cash flow hedge instruments that remain subject to currency fluctuation risk.

The majority of these deferred gains will be recorded as an adjustment to Cost of sales and service in periods through April 2024, when the corresponding inventory that is the subject of the related hedge contracts is sold, as described above.

The majority of these deferred gains will be recorded as an adjustment to Cost of sales and service in periods through July 2024, when the corresponding inventory that is the subject of the related hedge contracts is sold, as described above.

We are also exposed to foreign currency exchange risk related to our investment in net assets in foreign countries.

4 unchanged sentences

This forward contract matures in November 2023.

As of April 30, 2023, we had a realized gain of $ 1.3 million and an unrealized loss of $ 0.2 million, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive income (loss) related to this forward contract.

As of July 31, 2023, we had a realized gain of $ 1.3 million and an unrealized loss of $ 0.2 million, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive income (loss) related to this forward contract.

Derivatives Not Designated as Hedging Instruments

1 unchanged sentence

These derivative instruments are not designated as hedges under FASB guidance and, as a result, changes in their fair value are reported currently in Other income (expense), net in the Condensed Consolidated Statements of Operations consistent with the transaction gain or loss on the related receivables and payables denominated in foreign currencies.

We had forward contracts outstanding as of April 30, 2023, denominated in Euros, Pounds Sterling, and New Taiwan Dollars with set maturity dates ranging from May 2023 through December 2023.

We had forward contracts outstanding as of July 31, 2023, denominated in Euros, Pounds Sterling, and New Taiwan Dollars with set maturity dates ranging from August 2023 through January 2024.

The contract amounts, expressed at forward rates in U.S.

dollars at April 30, 2023, totaled $ 53.2 million.

dollars at July 31, 2023, totaled $ 53.6 million.

Fair Value of Derivative Instruments

We recognize the fair value of derivative instruments as assets and liabilities on a gross basis on our Condensed Consolidated Balance Sheets.

As of April 30, 2023 and October 31, 2022, all derivative instruments were recorded at fair value on our Condensed Consolidated Balance Sheets as follows (in thousands):

April 30, 2023

As of July 31, 2023 and October 31, 2022, all derivative instruments were recorded at fair value on our Condensed Consolidated Balance Sheets as follows (in thousands):

July 31, 2023

October 31, 2022

16 unchanged sentences

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Changes in Shareholders’ Equity and Condensed Consolidated Statements of Operations

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Changes in Shareholders’ Equity and Condensed Consolidated Statements of Operations, net of tax, during the three months ended April 30, 2023 and 2022 (in thousands):

Location of Gain

19 unchanged sentences

– Net investment

We did no t recognize any gains or losses as a result of hedges deemed ineffective for either of the three months ended April 30, 2023 or 2022.

We recognized the following gains in our Condensed Consolidated Statements of Operations during the three months ended April 30, 2023 and 2022 on derivative instruments not designated as hedging instruments (in thousands):

We did no t recognize any gains or losses as a result of hedges deemed ineffective for either of the three months ended July 31, 2023 or 2022.

We recognized the following gains in our Condensed Consolidated Statements of Operations during the three months ended July 31, 2023 and 2022 on derivative instruments not designated as hedging instruments (in thousands):

Location of Gain

7 unchanged sentences

Other income (expense), net

The following table presents the changes in the components of Accumulated other comprehensive income (loss), net of tax, for the three months ended April 30, 2023 (in thousands):

The following table presents the changes in the components of Accumulated other comprehensive income (loss), net of tax, for the three months ended July 31, 2023 (in thousands):

Foreign Currency

Balance, January 31, 2023

Balance, April 30, 2023

Other comprehensive income (loss) before reclassifications

Reclassifications

Balance, April 30, 2023

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Changes in Shareholders’ Equity and Condensed Consolidated Statements of Operations, net of tax, during the six months ended April 30, 2023 and 2022 (in thousands):

Balance, July 31, 2023

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Changes in Shareholders’ Equity and Condensed Consolidated Statements of Operations, net of tax, during the nine months ended July 31, 2023 and 2022 (in thousands):

Location of Gain

10 unchanged sentences

Income (Loss)

Six Months Ended

Nine Months Ended

Designated as Hedging Instruments:

5 unchanged sentences

– Net investment

We did not recognize any gains or losses as a result of hedges deemed ineffective for either of the six months ended April 30, 2023 or 2022.

We recognized the following gains in our Condensed Consolidated Statements of Operations during the six months ended April 30, 2023 and 2022 on derivative instruments not designated as hedging instruments (in thousands):

We did no t recognize any gains or losses as a result of hedges deemed ineffective for either of the nine months ended July 31, 2023 or 2022.

We recognized the following gains in our Condensed Consolidated Statements of Operations during the nine months ended July 31, 2023 and 2022 on derivative instruments not designated as hedging instruments (in thousands):

Location of Gain

3 unchanged sentences

Recognized in Operations

Six Months Ended

Nine Months Ended

Not Designated as Hedging Instruments:

1 unchanged sentence

Other income (expense), net

The following table presents the changes in the components of Accumulated other comprehensive income (loss), net of tax, for the six months ended April 30, 2023 (in thousands):

The following table presents the changes in the components of Accumulated other comprehensive income (loss), net of tax, for the nine months ended July 31, 2023 (in thousands):

Balance, October 31, 2022

1 unchanged sentence

Reclassifications

Balance, April 30, 2023

Balance, July 31, 2023

EQUITY INCENTIVE PLAN

12 unchanged sentences

We have granted restricted shares and performance units under the 2016 Equity Plan that are currently outstanding.

We have previously granted stock options under the 2008 Equity Plan, none of which remained outstanding as of April 30, 2023.

We have previously granted stock options under the 2008 Equity Plan.

No stock option may be exercised more than ten years after the date of grant or such shorter period as the Compensation Committee may determine at the date of grant.

The market value of a share of our common stock, for purposes of the 2016 Equity Plan, is the closing sale price as reported by the Nasdaq Global Select Market on the date in question or, if not a trading day, on the last preceding trading date.

A summary of stock option activity for the six-month period ended April 30, 2023, is as follows:

A summary of stock option activity for the nine-month period ended July 31, 2023, is as follows:

Weighted Average

5 unchanged sentences

Options cancelled

Outstanding at April 30, 2023

As of April 30, 2023, no stock options were outstanding.

Outstanding at July 31, 2023

As of July 31, 2023, no stock options remained outstanding.

On March 9, 2023, the Compensation Committee granted a total of 17,226 shares of time-based restricted stock to our non-employee directors.

18 unchanged sentences

The grant date fair value of the restricted shares was based upon the closing sales price of our common stock on the date of grant, which was $ 24.53 per share.

A reconciliation of our restricted stock and PSU activity and related information for the six-month period ended April 30, 2023 is as follows:

A reconciliation of our restricted stock and PSU activity and related information for the nine-month period ended July 31, 2023 is as follows:

Weighted Average Grant

6 unchanged sentences

Shares withheld

Unvested at April 30, 2023

During the first six months of fiscal 2023 and 2022, we recorded approximately $ 1.5 million and $ 1.6 million, respectively, of stock-based compensation expense, related to grants under the 2016 Equity Plan.

As of April 30, 2023, there was an estimated $ 5.4 million of total unrecognized stock-based compensation cost that we expect to recognize by the end of the first quarter of fiscal year 2026.

Unvested at July 31, 2023

During the nine months of fiscal 2023 and 2022, we recorded approximately $ 2.3 million and $ 2.4 million, respectively, of stock-based compensation expense, related to grants under the 2016 Equity Plan.

As of July 31, 2023, there was an estimated $ 4.5 million of total unrecognized stock-based compensation cost that we expect to recognize by the end of the first quarter of fiscal year 2026.

EARNINGS PER SHARE

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Undistributed earnings allocated to participating shares

4 unchanged sentences

ACCOUNTS RECEIVABLE

Accounts receivable are net of allowances for doubtful accounts of $ 1.5 million as of each of April 30, 2023 and October 31, 2022.

Accounts receivable are net of allowances for doubtful accounts of $ 1.5 million as of each of July 31, 2023 and October 31, 2022.

Inventories, priced at the lower of cost (first-in, first-out method) or net realizable value, are summarized below (in thousands):

12 unchanged sentences

We record a right-of-use asset and lease liability on our Condensed Consolidated Balance Sheets for all leases that, at the commencement date, have a lease term of more than 12 months and are classified as operating leases.

We recorded total operating lease expense of $ 2.6 million for each of the six months ended April 30, 2023 and 2022, which is classified within Cost of sales and service and Selling, general and administrative expenses within the Condensed Consolidated Statements of Operations.

We recorded total operating lease expense of $ 3.9 million and $ 3.8 million for the nine months ended July 31, 2023 and 2022, respectively, which is classified within Cost of sales and service and Selling, general and administrative expenses within the Condensed Consolidated Statements of Operations.

Operating lease expense includes short-term leases and variable lease payments which are immaterial.

There have been no lease costs capitalized on the Condensed Consolidated Balance Sheets as of April 30, 2023.

The following table summarizes supplemental cash flow information and non-cash activity related to operating leases for the six months ended April 30, 2023 and 2022 (in thousands):

Six Months Ended

April 30, 2023

April 30, 2022

There have been no lease costs capitalized on the Condensed Consolidated Balance Sheets as of July 31, 2023.

The following table summarizes supplemental cash flow information and non-cash activity related to operating leases for the nine months ended July 31, 2023 and 2022 (in thousands):

Nine Months Ended

July 31, 2023

July 31, 2022

Operating cash flow information:

2 unchanged sentences

Right-of-use assets obtained in exchange for new operating lease liabilities

The following table summarizes the maturities of undiscounted cash flows of lease commitments reconciled to the total lease liability as of April 30, 2023 (in thousands):

The following table summarizes the maturities of undiscounted cash flows of lease commitments reconciled to the total lease liability as of July 31, 2023 (in thousands):

Remainder of 2023

2 unchanged sentences

Present value of operating lease liabilities

As of April 30, 2023, the weighted-average remaining term of our lease portfolio was approximately 3.2 years and the weighted-average discount rate was approximately 2.6 %.

As of July 31, 2023, the weighted-average remaining term of our lease portfolio was approximately 4.2 years and the weighted-average discount rate was approximately 2.9 %.

SEGMENT INFORMATION

8 unchanged sentences

We follow FASB guidance for accounting for guarantees (codified in ASC 460 Guarantees ).

As of April 30, 2023, we had nine outstanding third party payment guarantees totaling approximately $ 0.9 million.

As of July 31, 2023, we had nine outstanding third party payment guarantees totaling approximately $ 0.9 million.

The terms of these guarantees are consistent with the underlying customer financing terms.

8 unchanged sentences

A reconciliation of the changes in our warranty reserve is as follows (in thousands):

Six Months Ended

Nine Months Ended

Balance, beginning of period

3 unchanged sentences

Balance, end of period

The year-over-year increase in our warranty reserve was primarily due to the impact of foreign currency translation.

The warranty reserve decreased year over year due to a lower volume of machine sales, however, this reduction was partially offset by an increased number of higher performance machines under warranty.

The year-over-year decrease in our warranty reserve was primarily due to a lower volume of machine sales.

DEBT AGREEMENTS

18 unchanged sentences

In February 2023, NHML renewed the above-referenced credit facility on substantially similar terms and an identical maximum aggregate limit.

As a result, as of April 30, 2023, our existing credit facilities consisted of a € 1.5 million revolving credit facility in Germany, the 150 million New Taiwan Dollars Taiwan credit facility, the 32.5 million Chinese Yuan China credit facility and the $ 40.0 million revolving credit facility under the 2018 Credit Agreement.

As of April 30, 2023, there were no borrowings under any of our credit facilities and there was approximately $ 51.2 million of available borrowing capacity thereunder.

As a result, as of July 31, 2023, our existing credit facilities consisted of a € 1.5 million revolving credit facility in Germany, the 150 million New Taiwan Dollars Taiwan credit facility, the 32.5 million Chinese Yuan China credit facility and the $ 40.0 million revolving credit facility under the 2018 Credit Agreement.

As of July 31, 2023, there were no borrowings under any of our credit facilities and there was approximately $ 51.0 million of available borrowing capacity thereunder.

There were also no borrowings under any of our credit facilities as of October 31, 2022.

4 unchanged sentences

The Company does not currently expect that the Inflation Reduction Act will have a material impact on its income taxes.

We recorded an income tax expense during the six months of fiscal year 2023 of $ 0.9 million compared to income tax expense of $ 2.5 million for the same period in 2022.

Our effective tax rate for the first six months of fiscal year 2023 was 35 %, compared to 31 % in the corresponding prior year period.

The year-over-year increase in the effective tax rate was primarily due to changes in geographic mix of income and loss that includes jurisdictions with differing tax rates and a discrete item related to stock compensation.

Our unrecognized tax benefits were $ 176,000 as of April 30, 2023, and $ 171,000 as of October 31, 2022, and in each case included accrued interest.

We recorded an income tax expense during the nine months of fiscal year 2023 of $ 1.3 million compared to an income tax expense of $ 3.0 million for the same period in 2022.

Our effective tax rate for the nine months of fiscal year 2023 was 40 %, compared to 31 % in the corresponding prior year period.

The year-over-year increase in the effective tax rate was primarily due to changes in geographic mix of income and loss that includes jurisdictions with differing tax rates, discrete items related to stock compensation and the impact of valuation allowances for our China operations combined with lower levels of consolidated income before taxes.

Our unrecognized tax benefits were $ 179,000 as of July 31, 2023, and $ 171,000 as of October 31, 2022, and in each case included accrued interest.

We recognize accrued interest and penalties related to unrecognized tax benefits as components of income tax expense.

As of April 30, 2023, the gross amount of interest accrued, reported in Accrued expenses, was approximately $ 38,000 , which did not include the federal tax benefit of interest deductions.

As of July 31, 2023, the gross amount of interest accrued, reported in Accrued expenses, was approximately $ 41,000 , which did not include the federal tax benefit of interest deductions.

federal and state income tax returns, as well as tax returns in several foreign jurisdictions.

8 unchanged sentences

The carrying amount of short-term debt approximates fair value due to the variable rate of the interest and the short-term nature of the instrument.

In accordance with this guidance, the following table represents the fair value hierarchy for our financial assets and liabilities measured at fair value as of April 30, 2023 and October 31, 2022 (in thousands):

April 30, 2023

In accordance with this guidance, the following table represents the fair value hierarchy for our financial assets and liabilities measured at fair value as of July 31, 2023 and October 31, 2022 (in thousands):

July 31, 2023

October 31, 2022

April 30, 2023

July 31, 2023

October 31, 2022

6 unchanged sentences

We have derivative financial instruments in the form of foreign currency forward exchange contracts as described in Note 3 of Notes to the Condensed Consolidated Financial Statements.

dollar equivalent notional amounts of these contracts was $ 98.5 million and $ 102.8 million at April 30, 2023 and October 31, 2022, respectively.

dollar equivalent notional amounts of these contracts were $ 93.0 million and $ 102.8 million at July 31, 2023 and October 31, 2022, respectively.

The fair value of our foreign currency forward exchange contracts and the related currency positions are subject to offsetting market risk resulting from foreign currency exchange rate volatility.

8 unchanged sentences

NEW ACCOUNTING PRONOUNCEMENTS

We reviewed all recently issued accounting pronouncements and concluded they are either not applicable or not expected to have a significant impact on our consolidated financial statements as of April 30, 2023.

We reviewed all recently issued accounting pronouncements and concluded they are either not applicable or not expected to have a significant impact on our condensed consolidated financial statements as of July 31, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements