UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x

Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2014 or

¨

Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _________ to _________.

 

Commission File No. 0-9143

 

HURCO COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

Indiana		35-1150732
(State or other jurisdiction of		(I.R.S. Employer Identification Number)
incorporation or organization)
One Technology Way
Indianapolis, Indiana		46268
(Address of principal executive offices)		(Zip code)

 

Registrant’s telephone number, including area code    (317) 293-5309

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to the filing requirements for the past 90 days:

Yes x No ¨.

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes x No ¨

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

The number of shares of the Registrant's common stock outstanding as of March 3, 2014 was 6,482,344.

 

 

HURCO COMPANIES, INC.

January 2014 Form 10-Q Quarterly Report

 

Table of Contents 

 

	Part I - Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Statements of Income
	Three months ended January 31, 2014 and 2013	3
	Condensed Consolidated Statements of Comprehensive Income
	Three months ended January 31, 2014 and 2013	4
	Condensed Consolidated Balance Sheets
	As of January 31, 2014 and October 31, 2013	5
	Condensed Consolidated Statements of Cash Flows
	Three months ended January 31, 2014 and 2013	6
	Condensed Consolidated Statements of Changes in Shareholders' Equity
	Three months ended January 31, 2014 and 2013	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial
	Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	24
	Part II - Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

 

		Three Months Ended
		January 31
		2014				2013
		(Unaudited)
Sales and service fees		$	50,970			$	44,085
Cost of sales and service			37,051				31,169
Gross profit			13,919				12,916
Selling, general and administrative expenses			10,600				8,920
Operating income			3,319				3,996
Interest expense			77				65
Interest income			16				16
Investment income			31				11
Other expense, net			16				259
Income before taxes			3,273				3,699
Provision for income taxes			904				1,445
Net income		$	2,369			$	2,254
Income per common share
Basic		$	.36			$	.35
Diluted		$	.36			$	.34
Weighted average common shares outstanding
Basic			6,477				6,447
Diluted			6,514				6,484
Dividends paid per share		$	.05				—

 

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

 

 

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

		Three Months Ended
		January 31
		2014				2013
		(Unaudited)
Net income		$	2,369			$	2,254
Other comprehensive income (loss):
Translation of foreign currency financial statements			(713	)			860
(Gain) / loss on derivative instruments reclassified into operations, net of tax $147 and $(346), respectively			256				(607	)
Gain / (loss) on derivative instruments,  net of tax $(254) and $(560), respectively			(441	)			(984	)
Total other comprehensive income (loss)			(898	)			(731	)
Comprehensive income		$	1,471			$	1,523

 

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

 

 

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)

 

		January 31 2014				October 31 2013
		(Unaudited)				(Audited)
ASSETS
Current assets:
Cash and cash equivalents		$	47,993			$	42,804
Accounts receivable, net			34,579				36,139
Refundable taxes			3				6
Inventories, net			93,708				95,260
Deferred income taxes			2,218				2,080
Derivative assets			736				699
Other			9,089				8,014
Total current assets			188,326				185,002
Non-current assets:
Property and equipment:
Land			782				782
Building			7,326				7,326
Machinery and equipment			18,870				19,059
Leasehold improvements			3,577				3,634
			30,555				30,801
Less accumulated depreciation and amortization			(18,609	)			(18,502	)
			11,946				12,299
Software development costs, less accumulated amortization			3,697				3,714
Goodwill			2,789				2,807
Intangible assets, net			2,041				2,155
Investments and other assets, net			5,445				5,258
		$	214,244			$	211,235
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	39,093			$	35,527
Accrued expenses and other			11,660				13,504
Accrued warranty expenses			1,735				1,778
Derivative liabilities			1,447				1,212
Short-term debt			3,301				3,665
Total current liabilities			57,236				55,686
Non-current liabilities:
Deferred income taxes			744				743
Accrued tax liability			1,135				1,103
Deferred credits and other			2,245				2,212
Total liabilities			61,360				59,744
Shareholders’ equity:
Preferred stock: no par value per share, 1,000,000 shares authorized, no shares issued			—				—
Common stock: no par value, $.10 stated value per share, 12,500,000 shares authorized, 6,571,986 and 6,533,510 shares issued; and 6,482,344 and 6,465,054 shares outstanding, as of January 31, 2014  and October 31, 2013, respectively			648				647
Additional paid-in capital			54,943				54,698
Retained earnings			100,175				98,130
Accumulated other comprehensive loss			(2,882	)			(1,984	)
Total shareholders’ equity			152,884				151,491
		$	214,244			$	211,235

 

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

 

 

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

		Three Months Ended January 31
		2014				2013
		(Unaudited)
Cash flows from operating activities:
Net income		$	2,369			$	2,254
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for doubtful accounts			(82	)			(43	)
Deferred income taxes			3				(316	)
Equity in income of affiliates			(84	)			(56	)
Depreciation and amortization			735				917
Foreign currency (gain) loss			735				(1,897	)
Unrealized (gain) loss on derivatives			138				939
Stock-based compensation			246				248
Change in assets and liabilities:
(Increase) decrease in accounts receivable and refundable taxes			1,496				4,147
(Increase) decrease in inventories			666				428
Increase (decrease) in accounts payable			4,195				33
Increase (decrease) in accrued expenses			(1,669	)			(2,848	)
Net change in derivative assets and liabilities			411				(233	)
Other			(2,382	)			516
Net cash provided by (used for) operating activities			6,777				4,089
Cash flows from investing activities:
Purchase of property and equipment			(336	)			(531	)
Software development costs			(183	)			(305	)
Other investments			(205	)			(30	)
Proceeds from sale of equipment			126				—
Net cash provided by (used for) investing activities			(598	)			(866	)
Cash flows from financing activities:
Dividends paid			(324	)			—
Repayment of short-term debt			(384	)			—
Net cash provided by (used for) financing activities			(708	)			—
Effect of exchange rate changes on cash			(282	)			115
Net increase (decrease) in cash and cash equivalents			5,189				3,338
Cash and cash equivalents at beginning of period			42,804				35,770
Cash and cash equivalents at end of period		$	47,993			$	39,108

 

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

 

 

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

For the three months ended January 31, 2014 and 2013

(Unaudited)

 

(In thousands, except  shares outstanding)		Common stock								Additional								Accumulated other comprehensive
		Shares outstanding				Amount				paid-in capital				Retained earnings				income (loss)				Total
Balances, October 31, 2012			6,447,210			$	645			$	53,415			$	90,586			$	(853	)		$	143,793
Net income			—				—				—				2,254				—				2,254
Other comprehensive loss			—				—				—				—				(731	)			(731	)
Stock-based compensation			—				—				248				—				—				248
Balances, January 31, 2013 (Unaudited)			6,447,210			$	645			$	53,663			$	92,840			$	(1,584	)		$	145,564
Balances, October 31, 2013			6,465,054			$	647			$	54,698			$	98,130			$	(1,984	)		$	151,491
Net income			—				—				—				2,369				—				2,369
Other comprehensive loss			—				—				—				—				(898	)			(898	)
Stock-based compensation			17,290				1				245				—				—				245
Dividends paid			—				—				—				(324	)			—				(324	)
Balances, January 31, 2014 (Unaudited)			6,482,344			$	648			$	54,943			$	100,175			$	(2,882	)		$	152,884

 

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

 

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(Unaudited)

 

1.

GENERAL

 

The unaudited Condensed Consolidated Financial Statements include the accounts of Hurco Companies, Inc. and its consolidated subsidiaries. As used in this report, unless the context indicates otherwise, the terms “we”, “us”, “our” and similar language refer to Hurco Companies, Inc. and its consolidated subsidiaries as a whole.

 

We design and produce computerized machine tools, interactive computer control systems, machine tool components, and software for sale through our distribution network to the worldwide metal cutting market. We also provide software options, computer control upgrades, accessories and replacement parts for our products, as well as customer service and training support.

 

The condensed financial information as of January 31, 2014 and for the three months ended January 31, 2014 and January 31, 2013 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 at the end of the interim periods. We suggest that you read these condensed consolidated financial statements in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended October 31, 2013.

 

2.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

We are exposed to certain market risks relating to our ongoing business operations, including foreign currency risk, interest rate risk and credit risk. We manage our exposure to these and other market risks through regular operating and financing activities. Currently, the only risk that we manage through the use of derivative instruments is foreign currency risk in which we enter into derivative instruments in the form of foreign currency forward exchange contracts with a major financial institution.

 

These forward exchange contracts are entered into to reduce the potential effects of foreign exchange rate movements on our net equity investment in one of our foreign subsidiaries, to reduce the impact on gross profit and net earnings from sales and purchases denominated in foreign currencies, and to reduce the impact on our net earnings of foreign currency fluctuations on receivables and payables denominated in foreign currencies which are different than the subsidiaries functional currency. We are primarily exposed to foreign currency exchange rate risk with respect to transactions and net assets denominated in Euros, Pounds Sterling, Canadian Dollars, South African Rand, Singapore Dollars, Indian Rupee, Chinese Yuan, South Korean Won, Polish Zloty, and New Taiwan Dollars. We record all derivative instruments as assets or liabilities at fair value.

 

Derivatives Designated as Hedging Instruments

 

We enter into foreign currency forward exchange contracts periodically to hedge certain forecasted inter-company sales and purchases denominated in foreign currencies (the Pound Sterling, Euro and New Taiwan Dollar). The purpose of these instruments is to mitigate the risk that the U.S. Dollar net cash inflows and outflows resulting from sales and purchases denominated in foreign currencies will be adversely affected by changes in exchange rates. These forward contracts have been designated as cash flow hedge instruments, and are recorded in the Condensed Consolidated Balance Sheets at fair value in Derivative assets and Derivative liabilities. The effective portion of the gains and losses resulting from the changes in the fair value of these hedge contracts are deferred in Accumulated other comprehensive loss and recognized as an adjustment to Cost of sales and service in the period that the corresponding inventory sold that is the subject of the related hedge contract is recognized, thereby providing an offsetting economic impact against the corresponding change in the U.S. Dollar value of the inter-company sale or purchase being hedged. The ineffective portion of gains and losses resulting from the changes in the fair value of these hedge contracts is reported in Other (income) expense, net immediately. We perform quarterly assessments of hedge effectiveness by verifying and documenting the critical terms of the hedge instrument and determining that forecasted transactions have not changed significantly. 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 January 31, 2014, denominated in Euros, Pounds Sterling and New Taiwan Dollars with set maturity dates ranging from February 2014 through January 2015. The contract amounts, expressed at forward rates in U.S. Dollars at January 31, 2014, were $31.7 million for Euros, $10.9 million for Pounds Sterling and $21.4 million for New Taiwan Dollars. At January 31, 2014, we had approximately $1.2 million of losses, net of tax, related to cash flow hedges deferred in Accumulated other comprehensive loss. Included in this amount were $640,000 of unrealized losses, net of tax, related to cash flow hedge instruments that remain subject to currency fluctuation risk. The majority of these deferred losses will be recorded as an adjustment to Cost of sales and service in periods through January 2015, when the corresponding inventory that is the subject of the related hedge contracts are sold, as described above.

 

We are also exposed to foreign currency exchange risk related to our investment in net assets in foreign countries. To manage this risk, we have maintained a forward contract with a notional amount of €3.0 million. We designated this forward contract as a hedge of our net investment in Euro denominated assets. We selected the forward method under Financial Accounting Standards Board, or FASB, guidance related to the accounting for derivatives instruments and hedging activities. The forward method requires all changes in the fair value of the contract to be reported as a cumulative translation adjustment in Accumulated other comprehensive loss, net of tax, in the same manner as the underlying hedged net assets. This forward contract matures in November 2014. At January 31, 2014, we had $235,000 of realized gains and $8,000 of unrealized gains, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive loss related to these forward contracts.

 

Derivatives Not Designated as Hedging Instruments

 

We enter into foreign currency forward exchange contracts to protect against the effects of foreign currency fluctuations on receivables and payables denominated in foreign currencies. These derivative instruments are not designated as hedges under the FASB guidance and, as a result, changes in their fair value are reported currently as Other 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 January 31, 2014, in Euros, Pounds Sterling, Canadian Dollars, the South African Rand, and the New Taiwan Dollar with set maturity dates ranging from February 2014 through April 2014. The contract amounts at forward rates in U.S. Dollars at January 31, 2014 totaled $47.0 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 January 31, 2014 and October 31, 2013, all derivative instruments were recorded at fair value on the balance sheets as follows (in thousands):

 

January 31, 2014

October 31, 2013

Balance sheet

Fair

Balance sheet

Fair

Derivatives

Location

value

location

value

Designated as hedging instruments:

Foreign exchange forward contracts

Derivative assets

$

195

Derivative assets

$

244

Foreign exchange forward contracts

Derivative liabilities

$

1,191

Derivative liabilities

$

1,158

Not designated as hedging instruments:

Foreign exchange forward contracts

Derivative assets

$

541

Derivative assets

$

455

Foreign exchange forward contracts

Derivative liabilities

$

256

Derivative liabilities

$

54

 

 

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

 

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 Income during the three months ended January 31, 2014 and 2013 (in thousands):

 

Derivatives		Amount of Gain (Loss)  Recognized in Other  Comprehensive Income								Location of Gain  (Loss) Reclassified  from Other  Comprehensive Income		Amount of Gain (Loss)  Reclassified from Other  Comprehensive Income
		Three months ended   January 31,										Three months ended   January 31,
		2014				2013						2014				2013
Designated as hedging instruments:
(Effective portion)
Foreign exchange forward contracts – Intercompany sales/purchases		$	(695	)		$	(1,544	)		Cost of sales and service		$	(403	)		$	953
Foreign exchange forward contract – Net investment		$	31			$	(173	)

 

We recognized a loss of $19,000 for the three months ended January 31, 2014, and a loss of $64,000 for the three months ended January 31, 2013 as a result of contracts closed early that were deemed ineffective for financial reporting purposes and did not qualify as cash flow hedges. We recognized the following gains and losses in our Condensed Consolidated Statements of Income during the three months ended January 31, 2014 and 2013 (in thousands) on derivative instruments not designated as hedging instruments:

 

Derivatives		Location of gain (loss) recognized in operations		Amount of gain (loss) Recognized in operations
				Three months ended January 31,
				2014				2013
Not designated as hedging instruments:
Foreign exchange forward contracts		Other (income) expense, net		$	(38	)		$	(1,088	)

 

 

The following table presents the changes in the components of Accumulated other comprehensive loss, net of tax, for the three months ended January 31, 2014 (in thousands):

 

		Foreign Currency Translation				Cash Flow Hedges				Total
Balance, October 31, 2013		$	(1,016	)		$	(968	)		$	(1,984	)
Other comprehensive income (loss) before reclassifications			(713	)			(441	)			(1,154	)
Reclassifications			—				256				256
Balance, January 31, 2014		$	(1,729	)		$	(1,153	)		$	(2,882	)

 

3.

EQUITY INCENTIVE PLAN

 

In March 2008, we adopted the Hurco Companies, Inc. 2008 Equity Incentive Plan, or the 2008 Plan, which allows us to grant awards of stock options, Stock Appreciation Rights settled in stock (SARs), restricted shares, performance shares and performance units. The 2008 Plan replaced the 1997 Stock Option and Incentive Plan, which expired in March 2007. The Compensation Committee of the Board of Directors has authority to determine the officers, directors and key employees who will be granted awards; designate the number of shares subject to each award; determine the terms and conditions upon which awards will be granted; and prescribe the form and terms of award agreements. We have granted stock options under both plans which are currently outstanding and restricted shares under the 2008 Plan which are outstanding. 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 total number of shares of our common stock that may be issued as awards under the 2008 Plan is 750,000. The market value of a share of our common stock, for purposes of the 2008 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 three-month period ended January 31, 2014, is as follows:

 

						Weighted
						Average
		Stock				Exercise
		Options				Price
Outstanding at October 31, 2013			168,712			$	20.73
Options granted			—				—
Options exercised			—				—
Options cancelled			—				—
Outstanding at January 31, 2014			168,712			$	20.73

 

 

Summarized information about outstanding stock options as of January 31, 2014, that have already vested and those that are expected to vest, as well as stock options that are currently exercisable, are as follows:

 

		Options already vested and expected to vest				Options currently exercisable
Number of outstanding options			168,712				129,983
Weighted average remaining contractual life (years)			6.41				4.81
Weighted average exercise price per share		$	20.73			$	20.63
Intrinsic value of outstanding options		$	988,000			$	800,000

 

The intrinsic value of an outstanding stock option is calculated as the difference between the stock price as of January 31, 2014 and the exercise price of the option.

 

On January 10, 2014, the Compensation Committee approved a long-term incentive compensation arrangement for our executive officers in the form of restricted shares and performance shares awarded under the 2008 Plan. The awards were 25% time-based vesting and 75% performance-based vesting. The three-year performance period will be fiscal 2014 through fiscal 2016.

 

The Compensation Committee granted a total of 12,182 shares of time-based restricted shares to our executive officers. The restricted shares vest in thirds over three years from the date of grant provided the recipient remains employed through that date. 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.

 

The Compensation Committee also granted a total of 16,948 performance shares to our executive officers designated as “Performance Shares – TSR”. The shares were weighted as 40% of the overall long-term incentive compensation arrangement and will vest and be paid based upon our total shareholder return over a three-year period, relative to the total shareholder return over that period of the companies in a specified peer group. Participants will have the ability to earn between 50% of the target number of shares for achieving threshold performance and 200% of the target number of shares for achieving maximum performance. The fair value of the market-based performance shares is calculated using the Monte Carlo approach.

 

The Compensation Committee also granted a total of 17,056 performance shares to our executive officers designated as “Performance Shares – ROIC”. These shares were weighted as 35% of the overall long-term incentive compensation arrangement and will vest and be paid based upon the achievement of pre-established goals related to our average return on invested capital over the three-year period. Participants will have the ability to earn between 50% of the target number of shares for achieving threshold performance and 200% of the target number of shares for achieving maximum performance. The grant date fair value of the ROIC performance shares was based on the closing sales price of our common stock on the grant date.

 

 

A reconciliation of the activity relating to outstanding restricted share awards made under the 2008 Plan and related information is as follows:

 

		Number of Shares				Weighted Average Grant  Date Fair Value
Unvested at October 31, 2013			68,456			$	23.01
Shares granted			46,186				24.90
Shares vested			(17,290	)			(23.10	)
Shares withheld			(7,710	)			(23.10	)
Unvested at January 31, 2014			89,642			$	23.96

 

During the first three months of fiscal 2014 and 2013, we recorded $246,000 and $248,000, respectively, as stock-based compensation expense attributable to grants of stock options and shares of restricted stock. As of January 31, 2014, there was $1.8 million of total unrecognized stock-based compensation expense that we expect to recognize by the end of the first quarter of fiscal 2017.

 

4.

EARNINGS PER SHARE

 

Per share results have been computed based on the average number of common shares outstanding. The computation of basic and diluted net income per share is determined using net income applicable to common shareholders as the numerator and the number of shares outstanding as the denominator as follows (in thousands, except per share amounts):

 

		Three months ended
		January 31,
		2014								2013
		Basic				Diluted				Basic				Diluted
Net income		$	2,369			$	2,369			$	2,254			$	2,254
Undistributed earnings allocated to participating shares			(20	)			(20	)			(24	)			(24	)
Net income applicable to common shareholders		$	2,349			$	2,349			$	2,230			$	2,230
Weighted average shares outstanding			6,477				6,477				6,447				6,447
Stock options			—				37				—				37
			6,477				6,514				6,447				6,484
Income per share		$	0.36			$	0.36			$	0.35			$	0.34

 

5.

ACCOUNTS RECEIVABLE

 

Accounts receivable are net of allowances for doubtful accounts of $458,000 as of January 31, 2014 and $540,000 as of October 31, 2013.

 

 

6.

INVENTORIES

 

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

 

		January 31, 2014				October 31, 2013
Purchased parts and sub-assemblies		$	22,185			$	21,647
Work-in-process			15,322				15,996
Finished goods			56,201				57,617
		$	93,708			$	95,260

 

7.

ACQUISITION OF BUSINESS

 

On July 1, 2013, we acquired the machine tool component business of an Italian designer and manufacturer of electro-mechanical components and accessories for machine tools. We are operating this business through our wholly-owned Italian subsidiary, LCM Precision Technologies, or LCM. The purchase price was allocated to the assets acquired and the liabilities assumed based on their fair values. The purchase price for the acquired assets and the assumed liabilities was $5.0 million. The allocation of the opening balance sheet of LCM as of July 1, 2013 is as follows (in thousands):

 

Current assets		$	6,723
Property plant and equipment			933
Intangibles			1,437
Goodwill			2,477
Total assets		$	11,570
Current liabilities		$	4,821
Short term debt			4,643
Non-current liabilities			1,726
Total Liabilities		$	11,190
Cash expended, net of cash acquired			380
Indebtedness assumed			4,643
Total purchase price		$	5,023

 

Intangible assets of $1.4 million were recorded as a result of the transaction. The fair value of the intangible assets was based upon a discounted cash flow method that involves inputs that are not observable in the market (Level 3). Intangible assets are amortized primarily using a straight-line methodology. The intangible assets preliminarily consisted of the following (in thousands):

 

						Remaining Economic
						Useful Life
Trademark/name		$	274			13 years
Technology and manufacturing know how			1,111			13 years
Customer relationships			52			16 years
		$	1,437

 

 

The excess purchase price over the fair value of the assets acquired and the liabilities assumed was recorded as goodwill in the amount of $2.5 million. Goodwill recognized in the acquisition relates primarily to advancing our machine tool technology and expanding our current product offering. We expect the amount recorded as goodwill to be fully deductible for tax purposes.

 

The results of operations of LCM have been included in our consolidated financial statements since July 1, 2013, the date we acquired the business.

 

8.

SEGMENT INFORMATION

 

We operate in a single segment: industrial automation systems. We design and produce interactive computer control systems and software, computerized machine tools and machine tool components for sale through our own distribution network to the worldwide metal-working market. We also provide software options, control upgrades, accessories and replacement parts for our products, as well as customer service and training support. The results of our subsidiary LCM, are included within the industrial automation systems segment.

 

9.

GUARANTEES AND PRODUCT WARRANTIES

 

We follow FASB guidance for accounting for contingencies relating to the guarantor’s accounting for, and disclosures of, the issuance of certain types of guarantees.

 

From time to time, our subsidiaries guarantee third party payment obligations in connection with the sale of machines to customers that use financing. As of January 31, 2014, we had 18 outstanding third party payment guarantees totaling approximately $1.4 million. The terms of these guarantees are consistent with the underlying customer financing terms. Upon shipment of a machine, the customer has the risk of ownership. The customer does not obtain title, however, until it has paid for the machine. A retention of title clause allows us to recover the machine if the customer defaults on the financing. We accrue for potential liabilities under these guarantees when we believe a loss is probable and can be estimated.

 

We provide warranties on our products with respect to defects in material and workmanship. The terms of these warranties are generally one year for machines and certain components and shorter periods for service parts. We recognize a reserve with respect to this obligation at the time of product sale, with subsequent warranty claims recorded against the reserve. The amount of the warranty reserve is determined based on historical trend experience and any known warranty issues that could cause future warranty costs to differ from historical experience. A reconciliation of the changes in our warranty reserve is as follows (in thousands):

 

		Three months ended
		January 31, 2014				January 31, 2013
Balance, beginning of period		$	1,778			$	1,623
Provision for warranties during the period			938				596
Charges to the reserve			(971	)			(619	)
Impact of foreign currency translation			(10	)			8
Balance, end of period		$	1,735			$	1,608

 

The warranty accrual increased slightly year-over-year as actual claims for specific warranties accrued were higher than in prior year resulting in an adjustment to the provision for warranties during the year.

 

10.

DEBT AGREEMENTS

 

On December 7, 2012, we entered into a credit agreement with a financial institution that provided us with a $12.5 million unsecured revolving credit and letter of credit facility, with a $3.0 million maximum amount for outstanding letters of credit. Borrowings under the credit agreement bear interest at a LIBOR-based rate or a floating rate of 1% above the prevailing prime rate. The floating rate will not be less than the greatest of (a) a one month LIBOR-based rate plus 1.00% per annum, (b) the federal funds effective rate plus 0.50% per annum, and (c) the prevailing prime rate. The rate we must pay for that portion of the credit agreement which is not utilized is 0.05% per annum. The credit agreement permits us to pay cash dividends in an amount not to exceed $1.0 million per calendar year so long as we are not in default before and after giving effect to such dividends. 

 

 

We also have a £1.0 million revolving credit facility in the United Kingdom and a €1.5 million revolving credit facility in Germany. As of December 30, 2013, the uncommitted 100.0 million New Taiwan Dollar credit facility that was previously available to us expired and to date we have not renewed this credit facility.

 

We have an uncommitted credit facility in China in the amount of 40.0 million Chinese Yuan (approximately $6.6 million) that was renewed on February 24, 2014 with an expiration date of February 24, 2015.

 

All of our credit facilities are unsecured.

 

At both January 31, 2014 and October 31, 2013, we had $3.3 million of borrowings outstanding under our credit facility in China. We had no other debt or borrowings under any of our other credit facilities. At January 31, 2014 we were in compliance with all covenants contained in our credit agreements and, as of that date, we had total unutilized credit facilities of approximately $19.5 million.

 

11.

INCOME TAXES

 

Our effective tax rate for the first three months of fiscal 2014 was 28% in comparison to 39% for the same period in fiscal 2013. The decrease in the effective income tax rate was primarily due to changes in the geographic mix of income or loss between tax jurisdictions.  We recorded income tax expense during the first three months of fiscal 2014 of $904,000 compared to $1.4 million for the same period in fiscal 2013, primarily as a result of the reduction in pre-tax income period-over-period.  We have not provided any U.S. income taxes on the undistributed earnings of our wholly-owned foreign subsidiaries based upon our determination that such earnings will be indefinitely reinvested.  In the event these earnings are later distributed to our U.S. operations, such distributions would likely result in additional U.S. tax that may be offset, at least in part by associated foreign tax credits.

 

Our unrecognized tax benefits were $1.3 million as of January 31, 2014 and as of October 31, 2013, 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 January 31, 2014, the gross amount of interest accrued, reported in Accrued expenses and other, was approximately $8,000, which did not include the federal tax benefit of interest deductions.

 

We file U.S. federal and state income tax returns, as well as tax returns in several foreign jurisdictions.  The statutes of limitations with respect to unrecognized tax benefits will expire between July 2015 and July 2018.

 

12.

FINANCIAL INSTRUMENTS

 

Fair Value Measurements of Financial Instruments

 

FASB guidance establishes a three-tier fair value hierarchy, which categorizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exist, therefore requiring an entity to develop its own assumptions.

 

 

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 January 31, 2014 and October 31, 2013 (in thousands):

 

		Assets								Liabilities
		January 31, 2014				October 31, 2013				January 31, 2014				October 31, 2013
Level 1
Deferred Compensation		$	1,109			$	1,073			$	—			$	—
Level 2
Derivatives		$	736			$	699			$	1,447			$	1,212

 

Included in Level 1 assets are mutual fund investments under a nonqualified deferred compensation plan. We estimate the fair value of these investments on a recurring basis using readily available market prices.

 

Included as Level 2 fair value measurements are derivative assets and liabilities related to gains and losses on foreign currency forward exchange contracts entered into with a third party. We estimate the fair value of these derivatives on a recurring basis using foreign currency exchange rates obtained from active markets. Derivative instruments are reported in the accompanying consolidated financial statements at fair value. We have derivative financial instruments in the form of foreign currency forward exchange contracts as described in Note 2 of Notes to the Condensed Consolidated Financial Statements in which the U.S. Dollar equivalent notional amounts of these contracts was $115.8 million and $105.0 million at January 31, 2014 and October 31, 2013, respectively. The fair value of Derivative assets recorded on our Condensed Consolidated Balance Sheets was $736,000 at January 31, 2014 and $699,000 at October 31, 2013. The fair value of Derivative liabilities recorded on our Condensed Consolidated Balance Sheets was $1.4 million at January 31, 2014 and $1.2 million at October 31, 2013.

 

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. The counterparty to the forward exchange contracts is a substantial and creditworthy financial institution. We do not consider either the risk of counterparty non-performance or the economic consequences of counterparty non-performance as material risks.

 

13.

CONTINGENCIES AND LITIGATION

 

We are involved in various claims and lawsuits arising in the normal course of business. We do not expect any of these claims, individually or in the aggregate, to have a material adverse effect on our consolidated financial position or results of operations.

 

14.

NEW ACCOUNTING PRONOUNCEMENTS

 

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, providing guidance on the presentation of unrecognized tax benefits, reflecting the manner in which an entity would settle, at the reporting date, any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist.  The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.  Early adoption is permitted.  The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We do not expect that the adoption of this accounting standard update will have a material effect on our consolidated financial statements.

 

 

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

EXECUTIVE OVERVIEW

 

Hurco Companies, Inc. is an industrial technology company operating in a single segment. We design and produce computerized machine tools, featuring our proprietary computer control systems and software, for sale through our own distribution network to the worldwide metal cutting market. We also provide machine tool components, software options, control upgrades, accessories and replacement parts for our products, as well as customer service and training support.

 

The following overview is intended to provide a brief explanation of the principal factors that have contributed to our recent financial performance. This overview is intended to be read in conjunction with the more detailed information included in our audited financial statements that appear elsewhere in this report.

 

The market for machine tools is international in scope. We have both significant foreign sales and significant foreign manufacturing operations. During fiscal 2013, approximately 59% 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 9% of our revenues were attributable to customers in Asia, where we sell more of our entry-level, lower-priced machines, but where we also encounter greater price pressures. We sell our products through more than 100 independent agents and distributors in countries throughout North America, Europe and Asia. We also have our own direct sales and service organizations in China, France, Germany, India, Italy, Poland, Singapore, South Africa, the United Kingdom and certain parts of the United States. The vast majority of our machine tools are manufactured to our specifications primarily by our wholly-owned subsidiary in Taiwan, Hurco Manufacturing Limited (HML). Machine castings and components to support HML’s production are manufactured at our facility in Ningbo, China. We also manufacture machine tools for the Chinese market at the Ningbo facility.

 

On July 1, 2013, we acquired the machine tool component business of an Italian designer and manufacturer of electro-mechanical components and accessories for machine tools. We are operating this business through our wholly-owned subsidiary, LCM Precision Technology S.r.l. (LCM). We have used LCM components in our SRT line of five-axis machining centers that employs LCM's direct drive spindle, swivel head, and rotary torque table to achieve superior simultaneous five-axis machining. This business has been producing and selling mechanical and electro-mechanical components for machine tools since 1986.

 

Our sales to foreign customers are denominated, and payments by those customers are made, in the prevailing currencies—primarily the Euro, Pound Sterling and Chinese Yuan—in the countries in which those customers are located. Our product costs are incurred and paid primarily in the New Taiwan Dollar and the U.S. Dollar. Changes in currency exchange rates may have a material effect on our operating results and consolidated balance sheets as reported under U.S. Generally Accepted Accounting Principles. For example, when the U.S. Dollar weakens in value relative to a foreign currency, sales made, and expenses incurred, in that currency when translated to U.S. Dollars for reporting in our financial statements, are higher than would be the case when the U.S. Dollar is stronger. In the comparison of our period-to-period results, we discuss the effect of currency translation on those results including the increases or decreases in those results as reported in our financial statements (which reflect translation to U.S. Dollars at exchange rates prevailing during the period covered by those financial statements) and also the effect that changes in exchange rates had on those results.

 

Our high levels of foreign manufacturing and sales also subject us to cash flow risks due to fluctuating currency exchange rates. We seek to mitigate those risks through the use of various derivative instruments – principally foreign currency forward exchange contracts.

 

 

RESULTS OF OPERATIONS

 

Three Months Ended January 31, 2014 Compared to Three Months Ended January 31, 2013

 

Sales and Service Fees. Sales and service fees for the first quarter of fiscal 2014 totaled $51.0 million, an increase of $6.9 million, or 16%, compared to the corresponding quarter of fiscal 2013. The year-over-year increase included a favorable impact of $0.6 million, primarily due to a stronger Euro when translating foreign sales to U.S. Dollars for financial reporting purposes.

 

The following two tables set forth net sales (in thousands) by geographic region and product category, respectively, for the first quarter of fiscal 2014 and 2013:

 

Sales and Service Fees by Geographic Region

 

		Three months ended January 31,																Change
		2014								2013								Amount				%
North America		$	16,293				32	%		$	16,252				37	%		$	41				0	%
Europe			29,234				57	%			24,670				56	%			4,564				19	%
Asia Pacific			5,443				11	%			3,163				7	%			2,280				72	%
Total		$	50,970				100	%		$	44,085				100	%		$	6,885				16	%

 

European and Asian Pacific sales increased during the first quarter of fiscal 2014 by 19% and 72%, respectively, compared to the corresponding prior year period. The overall improvement in sales was primarily driven by increased orders and shipments in Germany and China. European sales and service fees included $1.7 million attributable to sales of LCM electro-mechanical components and accessories manufactured by our Italian-based subsidiary LCM Precision Technologies (LCM). LCM products accounted for 6% of sales in Europe for the first quarter of fiscal 2014. Asian Pacific sales in the fiscal 2014 period benefited from a multiple machine order from a customer in China totaling approximately $0.7 million, or 13% of total Asian Pacific sales.

 

Sales and Service Fees by Product Category

 

		Three months ended January 31,																Change
		2014								2013								Amount				%
Computerized Machine Tools		$	44,533				87	%		$	37,424				85	%		$	7,109				19	%
Service Fees, Parts and Other			6,437				13	%			6,661				15	%			(224	)			(3	%)
Total		$	50,970				100	%		$	44,085				100	%		$	6,885				16	%

 

Orders. Orders for the first quarter of fiscal 2014 were $57.1 million, an increase of $6.0 million, or 12%, from the corresponding period in fiscal 2013. The impact of currency translation on orders booked in the first quarter was consistent with the impact on sales.

 

European and Asian Pacific orders in the first quarter of fiscal 2014 increased by $5.8 million, or 19% and $0.2 million, or 4%, respectively, while orders in North America remained relative unchanged compared to the first quarter of fiscal 2013. Orders for the first quarter of fiscal 2014 included $3.4 million of LCM products and $0.7 million related to a multiple machine order received in China.

 

Gross Profit. Gross profit for the first quarter of fiscal 2014 was $13.9 million, or 27% of sales, compared to $12.9 million, or 29% of sales, for the prior year period. The increase in gross profit was attributable to the increase in sales, including LCM products. The decrease in gross margin year over year was primarily due to the effect of selling machines in the first quarter of fiscal 2014 that were manufactured in fiscal 2013 when fixed costs were leveraged over lower production levels.

 

 

Operating Expenses. Selling, general and administrative expenses for the first quarter of fiscal 2014 were $10.6 million, or 21% of sales, compared to $8.9 million, or 20% of sales in the same quarter of fiscal 2013. The increase in selling, general and administrative expenses was due primarily to incremental operating expenses associated with the acquisition of the LCM business and changes in incentive compensation implemented during the first quarter of fiscal 2014.

 

Operating Income. Operating income for the first quarter of fiscal 2014 was $3.3 million compared to $4.0 million for the prior year period. The decrease in operating income period-over-period was primarily due to the effect of selling machines in the first quarter of fiscal 2014 that were manufactured in fiscal 2013 when fixed costs were leveraged over lower production levels and changes in incentive compensation implemented during the first quarter of fiscal 2014.

 

Other (Income) Expense, Net. Other expense in the first quarter of fiscal 2014 decreased by $0.2 million from fiscal 2013 due to lower foreign currency losses experienced in fiscal 2014.

 

Income Taxes. Our effective tax rate for the first quarter of fiscal 2014 was 28% in comparison to 39% for the same period in fiscal 2013. The decrease in the effective income tax rate was primarily due to changes in the geographic mix of income or loss between tax jurisdictions. We recorded income tax expense during the first quarter of fiscal 2014 of $0.9 million compared to an income tax expense of $1.4 million for the same period in fiscal 2013.  

 

LIQUIDITY AND CAPITAL RESOURCES

 

At January 31, 2014, we had cash and cash equivalents of $48.0 million, compared to $42.8 million at October 31, 2013. Approximately 49% of the $48.0 million of cash and cash equivalents is denominated in U.S. Dollars. The balance is 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.

 

Working capital, excluding cash and cash equivalents, was $83.1 million at January 31, 2014, compared to $86.5 million at October 31, 2013. The decrease in working capital, excluding cash and cash equivalents, was primarily due to reductions in accounts receivable and inventories.

 

Capital expenditures of $0.5 million during the first three months of fiscal 2014 were primarily for the purchase of equipment for our production facility in Taiwan, capital improvements in existing facilities, and software development costs. We funded these expenditures with cash on hand.

 

At January 31, 2014, we had $3.3 million of borrowings outstanding under our China credit facility. We had no other debt or borrowings under any of our other credit facilities. At January 31, 2014, we had an aggregate of $19.5 million available for borrowing under our credit facilities and were in compliance with all covenants.

 

We believe our cash position and borrowing capacity under our credit facilities provide adequate liquidity to fund our operations and allow us to remain committed to our strategic plan of product innovation and targeted penetration of developing markets.

 

We continue to receive and review information on businesses and assets for potential acquisition, including intellectual property assets, which are available for purchase.

 

CRITICAL ACCOUNTING POLICIES

 

Our accounting policies, which are described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2013, require management to make significant estimates and assumptions using information available at the time the estimates are made. These estimates and assumptions significantly affect various reported amounts of assets, liabilities, revenues, and expenses. If our future experience differs materially from these estimates and assumptions, our results of operations and financial condition would be affected. There were no material changes to our critical accounting policies during the first three months of fiscal 2014.

 

 

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

 

There have been no material changes related to contractual obligations and commitments from the information provided in our Annual Report on Form 10-K for the fiscal year ended October 31, 2013.

 

OFF BALANCE SHEET ARRANGEMENTS

 

From time to time, our subsidiaries guarantee third party payment obligations in connection with the sale of machines to customers that use financing. We follow Financial Accounting Standards Board, or FASB, guidance for accounting for contingencies with respect to these guarantees. As of January 31, 2014, we had 18 outstanding third party payment guarantees totaling approximately $1.4 million. The terms of these guarantees are consistent with the underlying customer financing terms. Upon shipment of a machine, the customer has the risk of ownership. The customer does not obtain title, however, until it has paid for the machine. A retention of title clause allows us to recover the machine if the customer defaults on the financing. We accrue for potential liabilities under these guarantees when we believe a loss is probable and can be estimated.

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

Certain statements made in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the statements. These risks, uncertainties and other factors include:

 

·

The cyclical nature of the machine tool industry;

·

Uncertain economic conditions, which may adversely affect overall demand, particularly in Europe;

·

The risks of our international operations;

·

The limited number of our manufacturing sources;

·

The effects of changes in currency exchange rates;

·

Our dependence on new product development;

·

Possible obsolescence of our technology and the need to make technological advances;

·

Competition with larger companies that have greater financial resources;

·

Increases in the prices of raw materials, especially steel and iron products;

·

Acquisitions that could disrupt our operations and affect operating results;

·

Impairment of our assets;

·

Negative or unforeseen tax consequences;

·

The need to protect our intellectual property assets;

·

Our ability to integrate acquisitions;

·

Uncertainty concerning our ability to use tax loss carryforwards;

·

The effect of the loss of members of senior management and key personnel; and

·

Governmental actions, initiatives and regulations, including import and export restrictions and tariffs.

 

We discuss these and other important risks and uncertainties that may affect our future operation in Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K and may update that discussion in Part II, Item 1A – Risk Factors in this report or a Quarterly Report on Form 10-Q we file hereafter.

 

Readers are cautioned not to place undue reliance on these forward-looking statements. While we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this report.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Interest Rate Risk

 

Interest on borrowings on our credit facilities are variable and tied to prevailing domestic and foreign interest rates. At January 31, 2014, we had $3.3 million of borrowings outstanding under our China credit facility. We had no other debt or borrowings under any of our other credit facilities.

 

Foreign Currency Exchange Risk

 

In fiscal 2013, we derived approximately 59% of our revenues from European markets. All of our computerized machine tools and computer control systems, as well as certain proprietary service parts, are sourced by our U.S.-based engineering and manufacturing division and re-invoiced to our European sales and service subsidiaries, primarily in their functional currencies.

 

Our products are sourced from foreign suppliers or built to our specifications by either our wholly owned subsidiaries in Taiwan and China or an affiliated contract manufacturer in Taiwan. Our purchases are predominantly in foreign currencies and in some cases our arrangements with these suppliers include foreign currency risk sharing agreements, which reduce (but do not eliminate) the effects of currency fluctuations on product costs. The predominant portion of the exchange rate risk associated with our product purchases relates to the New Taiwan Dollar.

 

We enter into foreign currency forward exchange contracts from time to time to hedge the cash flow risk related to forecasted inter-company sales and purchases denominated in, or based on, foreign currencies (primarily the Euro, Pound Sterling, and New Taiwan Dollar). We also enter into foreign currency forward exchange contracts to protect against the effects of foreign currency fluctuations on receivables and payables denominated in foreign currencies. We also enter into foreign currency forward contracts to hedge a portion of our net investment denominated in Euro’s. We do not speculate in the financial markets and, therefore, do not enter into these contracts for trading purposes.

 

Forward contracts for the sale or purchase of foreign currencies as of January 31, 2014, which are designated as cash flow hedges under FASB guidance related to accounting for derivative instruments and hedging activities were as follows:

 

		Notional Amount				Weighted Avg.				Contract Amount at Forward Rates in U.S. Dollars
Forward Contracts		in Foreign Currency				Forward Rate				Contract Date				January 31, 2014				Maturity Dates
Sale Contracts:
Euro			23,475,000				1.3429				31,523,878				31,663,802			February 2014 – January 2015
Pound Sterling			6,670,000				1.5889				10,597,864				10,947,804			February 2014 – January 2015
Purchase Contracts:
New Taiwan Dollar			647,000,000				29.482	*			21,944,907				21,426,415			February 2014 – January 2015

 

 *NT Dollars per U.S. Dollar

 

 

Forward contracts for the sale or purchase of foreign currencies as of January 31, 2014, which were entered into to protect against the effects of foreign currency fluctuations on receivables and payables and are not designated as hedges under this guidance denominated in foreign currencies, were as follows:

 

										Contract Amount at Forward Rates in U.S. Dollars
Forward Contracts		Notional Amount in Foreign Currency				Weighted Avg. Forward Rate				Contract Date				January 31, 2014				Maturity Dates
Sale Contracts:
Euro			22,024,724				1.3698				30,169,228				29,701,149			February 2014 – April 2014
Pound Sterling			312,610				1.6464				514,681				513,627			February 2014
Canadian Dollar			1,521,170				0.9030				1,373,641				1,363,969			April 2014
South African Rand			6,932,462				0.0886				614,253				616,700			April 2014
Purchase Contracts:
New Taiwan Dollar			447,167,020				29.767	*			15,022,094				14,772,914			February 2014 – April 2014

 

* NT Dollars per U.S. Dollar

 

We are also exposed to foreign currency exchange risk related to our investment in net assets in foreign countries. To manage this risk, we have maintained a forward contract with a notional amount of €3.0 million. We designated this forward contract as a hedge of our net investment in Euro-denominated assets. We selected the forward method under FASB guidance related to the accounting for derivatives instruments and hedging activities. The forward method requires all changes in the fair value of the contract to be reported as a cumulative translation adjustment in Accumulated other comprehensive loss, net of tax, in the same manner as the underlying hedged net assets. This forward contract matures in November 2014. At January 31, 2014, had $235,000 of realized gains and $8,000 of unrealized gains, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive loss related to the hedging of our net investment in Euro-denominated assets. Forward contracts for the sale or purchase of foreign currencies as of January 31, 2014, which are designated as net investment hedges under this guidance were as follows:

 

Notional Amount

Weighted Avg.

Contract Amount at Forward Rates in U.S. Dollars

Forward Contracts

in Foreign Currency

Forward Rate

Contract Date

January 31, 2014

Maturity Date

Sale Contracts:

Euro

3,000,000

1.3533

4,059,900

4,047,960

November 2014

  

Item 4. CONTROLS AND PROCEDURES

 

We carried out an evaluation under the supervision and with participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2014, pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the evaluation date.

 

There were no changes in our internal controls over financial reporting during the three months ended January 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1.  LEGAL PROCEEDINGS

 

We are involved in various claims and lawsuits arising in the normal course of our business. We do not expect any of these claims will have a material adverse effect on our consolidated financial position or results of operations.

 

Item 1A. RISK FACTORS

 

There have been no material changes from the risk factors disclosed in Part I, Item 1A – Risk Factors in our Annual Report on Form 10-K for the year ended October 31, 2013.

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The following table summarizes the purchases of common stock made by us during the three months ended January 31, 2014:

 

		Total Number of Shares Purchased				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)				Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs(1)
November 2013			0			$	0				0			$	0
December 2013			7,710	(2)		$	23.10	(2)			0			$	0
January 2014			0			$	0				0			$	0
Total			7,710	(2)		$	23.10	(2)			0			$	0

 

(1)

The Company does not have any publicly announced share repurchase plans or programs.

(2)

Represents shares of our common stock that were withheld to satisfy the income tax obligations of recipients of awards of 25,000 restricted shares granted under the 2008 Plan in connection with the vesting of such awards.

 

Item 5. OTHER INFORMATION

 

During the period covered by this report, the Audit Committee of our Board of Directors engaged our independent registered public accounting firm to perform non-audit, tax planning services. This disclosure is made pursuant to Section 10A9(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002.

 

 

Item 6. EXHIBITS

 

10.1

2014 Short-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on January 14, 2014)

 

10.2

Form of Restricted Share Award Agreement (Employee) (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on January 14, 2014)

 

10.3

Form of Performance Share Award Agreement (Employee) (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on January 14, 2014)

 

31.1

Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as amended.

 

	31.2	Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as amended.

32.1

Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

	32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document**

 

101.SCH

XBRL Taxonomy Extension Schema Document**

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase**

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document**

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document**

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document**

  

*Represents a management contract or compensatory plan or arrangement.

 

**Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

	HURCO COMPANIES, INC.
	By:	/s/ Sonja K. McClelland
		Sonja K. McClelland
		Interim Chief Financial Officer, Secretary,
		Corporate Controller and
		Principal Accounting Officer

 

March 7, 2014