SEC Filing | Hurco Companies, Inc.

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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 April 30, 2011 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 ¨ 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 June 1, 2011 was 6,440,851.

HURCO COMPANIES, INC.

April 2011 Form 10-Q Quarterly Report

Table of Contents

	Part I - Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Statements of Operations Three and six months ended April 30, 2011 and 2010	3

	Condensed Consolidated Balance Sheets As of April 30, 2011 and October 31, 2010	4

	Condensed Consolidated Statements of Cash Flows Three and six months ended April 30, 2011 and 2010	5

	Condensed Consolidated Statements of Changes in Shareholders' Equity Six months ended April 30, 2011 and 2010	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16

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 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 OPERATIONS

(In thousands, except per share data)

	Three Months Ended					Six Months Ended
	April 30					April 30
	2011		2010			2011		2010
	(Unaudited)					(Unaudited)

Sales and service fees	$	41,576	$	24,088		$	81,256	$	44,704

Cost of sales and service		28,925		19,411			56,914		36,047

Gross profit		12,651		4,677			24,342		8,657

Selling, general and administrative expenses		9,254		7,230			18,084		13,763

Operating income (loss)		3,397		(2,553	)		6,258		(5,106	)

Interest expense		9		8			14		22

Interest income		32		5			72		25

Investment income		2		3			7		8

Other (income) expense, net		23		116			479		393

Income (loss) before taxes		3,399		(2,669	)		5,844		(5,488	)

Provision (benefit) for income taxes		1,050		(1,096	)		1,949		(2,079	)

Net income (loss)	$	2,349	$	(1,573	)	$	3,895	$	(3,409	)

Income (losses) per common share

Basic	$	.36	$	(0.24	)	$	.60	$	(0.53	)
Diluted	$	.36	$	(0.24	)	$	.60	$	(0.53	)

Weighted average common shares outstanding

Basic		6,441		6,441			6,441		6,441
Diluted		6,489		6,441			6,476		6,441

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)

	April 30 2011			October 31 2010
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	48,678		$	48,255
Accounts receivable, net		24,175			20,114
Refundable taxes		4,387			5,093
Inventories, net		69,610			55,866
Deferred income taxes		2,965			2,467
Derivative assets		1,530			905
Other		5,458			3,508
Total current assets		156,803			136,208

Non-current assets:
Property and equipment:
Land		782			782
Building		7,116			7,116
Machinery and equipment		15,901			15,095
Leasehold improvements		2,334			2,183
		26,133			25,176
Less accumulated depreciation and amortization		(14,804	)		(13,424	)
		11,329			11,752
Software development costs, less accumulated amortization		5,588			6,042
Investments and other assets, net		6,268			6,344
	$	179,988		$	160,346

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	38,745		$	30,394
Accrued expenses and other		10,482			8,132
Accrued warranty expenses		1,778			1,591
Derivative liabilities		4,230			2,123
Short-term debt		647			—
Total current liabilities		55,882			42,240

Non-current liabilities:
Deferred income taxes		2,440			2,335
Deferred credits and other		1,152			1,031
Total liabilities		59,474			45,606

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, 13,250,000 shares authorized, 6,471,710 and 6,440,851 shares issued; and 6,440,851 and 6,440,851 shares outstanding, as of April 30, 2011 and October 31, 2010, respectively		644			644
Additional paid-in capital		52,338			52,144
Retained earnings		67,719			63,824
Accumulated other comprehensive loss		(187	)		(1,872	)
Total shareholders’ equity		120,514			114,740
	$	179,988		$	160,346

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						Six Months Ended
	April 30						April 30
	2011			2010			2011			2010
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	2,349		$	(1,573	)	$	3,895		$	(3,409	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Provision for doubtful accounts		(256	)		(74	)		(202	)		(189	)
Deferred income taxes		110			(243	)		230			(783	)
Equity in (income) loss of affiliates		(22	)		69			(17	)		181
Depreciation and amortization		1,079			1,000			2,146			1,833
Foreign currency (gain) loss		(3,306	)		1,365			(3,320	)		3,584
Unrealized (gain) loss on derivatives		(422	)		(173	)		(288	)		(835	)
Stock-based compensation		123			31			194			49
Change in assets and liabilities:
(Increase) decrease in accounts receivable and refundable taxes		(4,364	)		(1,609	)		(2,084	)		(403	)
(Increase) decrease in inventories		(7,863	)		2,135			(10,831	)		7,413
Increase (decrease) in accounts payable		8,376			4,876			6,622			4,649
Increase (decrease) in accrued expenses		(152	)		(336	)		1,765			(1,067	)
Net change in derivative assets and liabilities		1,044			(1	)		587			(1,039	)
Other		845			(1,042	)		1,201			(848	)
Net cash provided by (used for) operating activities		(2,459	)		4,425			(102	)		9,136

Cash flows from investing activities:
Proceeds from sale of property and equipment		—			35			—			35
Purchase of property and equipment		(207	)		(67	)		(375	)		(249	)
Software development costs		(279	)		(202	)		(652	)		(495	)
Other investments		28			(8	)		16			(17	)
Net cash provided by (used for) investing activities		(458	)		(242	)		(1,011	)		(726	)

Cash flows from financing activities:
Advances on short-term debt		637			—			637			—

Effect of exchange rate changes on cash		669			(546	)		899			(1,174	)

Net increase (decrease) in cash and cash equivalents		(1,611	)		3,637			423			7,236

Cash and cash equivalents at beginning of period		50,289			32,381			48,255			28,782

Cash and cash equivalents at end of period	$	48,678		$	36,018		$	48,678		$	36,018

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 six months ended April 30, 2011 and 2010

(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, 2009		6,440,851	$	644	$	52,003	$	69,568		$	(1,839	)	$	120,376

Net loss		—		—		—		(3,409	)		—			(3,409	)

Translation of foreign currency financial statements		—		—		—		—			(1,617	)		(1,617	)

Realized loss on derivative instruments reclassified into operations, net of tax of $46		—		—		—		—			75			75

Unrealized gain on derivative instruments, net of tax of $533		—		—		—		—			865			865

Comprehensive loss		—		—		—		—			—			(4,086	)

Stock-based compensation expense		—		—		49		—			—			49

Balances, April 30, 2010 (Unaudited)		6,440,851	$	644	$	52,052	$	66,159		$	(2,516	)	$	116,339

Balances, October 31, 2010		6,440,851	$	644	$	52,144	$	63,824		$	(1,872	)	$	114,740

Net income		—		—		—		3,895			—			3,895

Translation of foreign currency financial statements		—		—		—		—			2,888			2,888

Realized gain on derivative instruments reclassified into operations, net of tax of $(184)		—		—		—		—			( 313	)		(313	)

Unrealized loss on derivative instruments, net of tax of $(523)		—		—		—		—			(890	)		(890	)

Comprehensive income		—		—		—		—			—			5,580

Stock-based compensation expense		—		—		194		—			—			194

Balances, April 30, 2011 (Unaudited)		6,440,851	$	644	$	52,338	$	67,719		$	(187	)	$	120,514

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

GENERAL

The unaudited Condensed Consolidated Financial Statements include the accounts of Hurco Companies, Inc. and its consolidated subsidiaries. As used in this report, and unless the context indicates otherwise, the terms “we”, “us”, “our” and similar language refer to Hurco Companies, Inc. and its consolidated subsidiaries. We design and produce computerized machine tools, interactive computer control systems 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 April 30, 2011 and for the three and six months ended April 30, 2011 and April 30, 2010 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, 2010.

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.

We operate on a global basis and are exposed to the risk that our financial condition, results of operations and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign exchange rate movements on our net equity investment in one of our foreign subsidiary’s gross profit and net earnings, we enter into derivative financial instruments in the form of foreign exchange forward contracts with a major financial institution. 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 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 April 30, 2011, denominated in Euros, Pounds Sterling and New Taiwan Dollars with set maturity dates ranging from May 2011 through April 2012. The contract amounts, expressed at forward rates in U.S. Dollars at April 30, 2011, were $38.4 million for Euros, $10.5 million for Pounds Sterling and $33.5 million for New Taiwanese Dollars. At April 30, 2011, we had approximately $1.6 million of losses, net of tax, related to cash flow hedges deferred in Accumulated other comprehensive loss. Of this amount, $1.4 million represents 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 April 2012, when the corresponding inventory that is the subject of the related hedge contract is 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 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 2011. At April 30, 2011, we had $216,000 of realized gains and $226,000 of unrealized losses, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive loss related to this forward contract.

Derivatives Not Designated as Hedging Instruments

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. These derivative instruments are not designated as hedges under guidance of the Financial Accounting Standards Board, or FASB, and, as a result, changes in their fair value are reported currently as 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, 2011, in Euros, Pounds Sterling, Canadian Dollars, South African Rand, Singapore Dollars and New Taiwan Dollars with set maturity dates ranging from May 2011 through September 2011. The amounts of these contracts at forward rates in U.S. Dollars at April 30, 2011 for Euros, Pounds Sterling, Canadian Dollars, South African Rand, New Taiwan Dollars and Singapore Dollars totaled $28.3 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, 2011 and October 31, 2010, all derivative instruments were recorded at fair value on the balance sheets as follows (in thousands):

	2011			2010
	Balance sheet	Fair		Balance sheet	Fair
Derivatives	location	value		location	value

Designated as hedging instruments:
Foreign exchange forward contracts	Derivative assets	$	1,306	Derivative assets	$	872
Foreign exchange forward contracts	Derivative liabilities	$	3,963	Derivative liabilities	$	1,778

Not designated as hedging instruments:
Foreign exchange forward contracts	Derivative assets	$	224	Derivative assets	$	33
Foreign exchange forward contracts	Derivative liabilities	$	267	Derivative liabilities	$	345

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

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Changes in Shareholders’ Equity and Operations during the six months ended April 30, 2011 and 2010 (in thousands):

Derivatives	Amount of gain (loss) recognized in Other comprehensive loss Six months ended April 30,					Location of gain (loss) reclassified from Other comprehensive loss	Amount of gain (loss) reclassified from Other comprehensive loss Six months ended April 30,
	2011			2010			2011		2010
Designated as hedging instruments: (Effective portion)
Foreign exchange forward contracts – Intercompany sales/purchases	$	(1,413	)	$	1,398	Cost of sales and service	$	497	$	(121	)
Foreign exchange forward contract – Net investment	$	(279	)	$	401

We recognized a loss of $25,000 for the six months ended April 30, 2011, and a loss of $65,000 for the six months ended April 30, 2010 as a result of contracts closed early that were deemed ineffective for financial reporting purposes.

Derivatives	Location of gain (loss) recognized in operations	Amount of gain (loss) recognized in operations Six months ended April 30,
		2011			2010
Not designated as hedging instruments:

Foreign exchange forward contracts	Other (income) expense, net	$	(548	)	$	1,334

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Changes in Shareholders’ Equity and Operations during the three months ended April 30, 2011 and 2010 (in thousands):

Derivatives	Amount of gain (loss) recognized in Other comprehensive loss Three months ended April 30,					Location of gain (loss) reclassified from Other comprehensive loss	Amount of gain (loss) reclassified from Other comprehensive loss Three months ended April 30,
	2011			2010			2011		2010
Designated as hedging instruments: (Effective portion)
Foreign exchange forward contracts – Intercompany sales/purchases	$	(2,983	)	$	568	Cost of sales and service	$	148	$	(149	)

Foreign exchange forward contract – Net investment	$	(335	)	$	156

We recognized a loss of $18,000 for the three months ended April 30, 2011, and a loss of $65,000 for the three months ended April 30, 2010 as a result of contracts closed early that were deemed ineffective for financial reporting purposes.

		Amount of gain (loss)
Derivatives	Location of gain (loss) recognized in operations	recognized in operations Three months ended April 30,
		2011			2010
Not designated as hedging instruments:

Foreign exchange forward contracts	Other (income) expense, net	$	(1,040	)	$	454

3.	EQUITY INCENTIVE PLAN

In March 2008, we adopted the Hurco Companies, Inc. 2008 Equity Incentive Plan (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 (the “1997 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. 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 six-month period ended April 30, 2011, is as follows:

	Stock Options		Weighted Average Exercise Price

Outstanding at October 31, 2010		115,369	$	20.66

Options granted		—		—
Options exercised		—		—
Options cancelled		—		—

Outstanding at April 30, 2011		115,369	$	20.66

Summarized information about outstanding stock options as of April 30, 2011, that are 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		115,369		68,369

Weighted average remaining contractual life (years)		7.51		5.30
Weighted average exercise price per share	$	20.66	$	23.69

Intrinsic value of outstanding options	$	1,400,000	$	635,000

The intrinsic value of an outstanding stock option is calculated as the difference between the stock price as of April 30, 2011 and the exercise price of the option.

On December 22, 2010, the Compensation Committee granted a total of 25,000 shares of restricted stock to our executive officers. The restricted stock vests in full three years from the date of grant provided the recipient remains employed by us through that date. The grant date fair value of the restricted stock is based on the closing sales price of our common stock on the grant date which was $23.10 per share.

On March 17, 2011, the Compensation Committee granted a total of 5,859 shares of restricted stock to our board of directors. The restricted stock vests one year from the date of grant provided the recipient remains on the board of directors through that date. The grant date fair value of the restricted stock is based on the closing sales price of our common stock on the grant date which was $29.86 per share.

A reconciliation of the Company’s restricted stock activity and related information is as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested at October 31, 2010		—	$	—
Shares granted		30,859		24.38
Shares vested		—		—
Shares cancelled		—		—

Unvested at April 30, 2011		30,859	$	24.38

During the first six months of fiscal 2011 and 2010, we recorded $194,000 and $49,000, respectively, of stock-based compensation expense related to grants of stock options and shares of restricted stock under the plans. As of April 30, 2011, there was $1.0 million of total unrecognized stock-based compensation cost that we expect to recognize by the end of fiscal 2014.

4.	EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares actually outstanding during the period. Diluted earnings (loss) per share assumes the issuance of additional shares of common stock upon exercise of all outstanding stock options and contingently issuable securities if the effect is dilutive, in accordance with the treasury stock method discussed in FASB issued guidance on “Earnings Per Share”. The impact of stock options and restricted stock on weighted average shares for the three and six months ended April 30, 2011 and 2010 did not change the income (loss) per share. The following table presents a reconciliation of our basic and diluted earnings (loss) per share computation:

(in thousands, except per share amount)
	Three months ended										Six months ended
	April 30,										April 30,
	2011				2010						2011				2010
	Basic		Diluted		Basic			Diluted			Basic		Diluted		Basic			Diluted

Net income (loss)	$	2,349	$	2,349	$	(1,573	)	$	(1,573	)	$	3,895	$	3,895	$	(3,409	)	$	(3,409	)

Weighted average shares outstanding		6,441		6,441		6,441			6,441			6,441		6,441		6,441			6,441
Assumed issuances under equity incentive plans		—		48		—			—			—		35		—			—
		6,441		6,489		6,441			6,441			6,441		6,476		6,441			6,441

Income (loss) per share	$	0.36	$	0.36	$	(0.24	)	$	(0.24	)	$	0.60	$	0.60	$	(0.53	)	$	(0.53	)

5.	ACCOUNTS RECEIVABLE

Accounts receivable are net of allowances for doubtful accounts of $295,000 as of April 30, 2011 and $497,000 as of October 31, 2010.

6.	INVENTORIES

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

	April 30, 2011		October 31, 2010
Purchased parts and sub-assemblies	$	19,032	$	16,137
Work-in-process		13,256		13,157
Finished goods		37,322		26,572
	$	69,610	$	55,866

7.	SEGMENT INFORMATION

We operate in a single segment: industrial automation systems. We design and produce interactive computer control systems and software and computerized machine tools 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.

8.	GUARANTEES AND WARRANTIES

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 FASB guidance for accounting for contingencies with respect to these guarantees. As of April 30, 2011, we had 29 outstanding third party payment guarantees totaling approximately $1.6 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 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. The increased provision in the six months ended April 30, 2011 reflects the increased production and sales occurring in the period as compared to the six months ended April 30, 2010. A reconciliation of the changes in our warranty reserve is as follows (in thousands):

	Six months ended
	April 30, 2011			April 30, 2010
Balance, beginning of period	$	1,591		$	1,286
Provision for warranties during the period		1,250			835
Charges to the reserve		(1,101	)		(854	)
Impact of foreign currency translation		38			(45	)
Balance, end of period	$	1,778		$	1,222

9.	COMPREHENSIVE INCOME (LOSS)

A reconciliation of our net income (loss) to comprehensive income (loss) is as follows (in thousands):

	Three months ended
	April 30, 2011			April 30, 2010
Net income (loss)	$	2,349		$	(1,573	)
Translation of foreign currency financial statements		2,206			(586	)
Realized (gain) loss on derivative instruments reclassified into operations, net of tax		(93	)		92
Unrealized gain (loss) on derivative instruments, net of tax		(1,879	)		352
Comprehensive income (loss)	$	2,583		$	(1,715	)

10.	DEBT AGREEMENTS

We are party to an unsecured domestic credit agreement that provides us with a $15.0 million unsecured revolving credit facility and maximum outstanding letters of credit of $3.0 million. We also have an uncommitted credit facility in Taiwan in the amount of 100.0 million New Taiwan Dollars (approximately $3.0 million) in addition to a £1.0 million revolving credit facility in the United Kingdom and a €1.5 million revolving credit facility in Germany. The domestic and United Kingdom facilities mature on December 7, 2012. The revolving credit facility in Germany does not have an expiration date.

On March 7, 2011 we entered into an uncommitted credit facility in China in the amount of 20.0 million Chinese Yuan (approximately $3.0 million) and amended our unsecured domestic credit agreement to accommodate the new facility. This facility expires on February 24, 2012.

Borrowings under the domestic facility may be used for general corporate purposes and bear interest at a floating rate, based either on LIBOR or the prime rate, plus an applicable margin. Prior to the second quarter of fiscal 2011, the domestic credit agreement restricted our ability to declare and pay dividends, incur additional indebtedness other than under this facility and make acquisitions because we had reported a cumulative net loss for four consecutive quarters. When we report cumulative net losses for four consecutive quarters the domestic credit agreement contains a financial covenant that requires no less than a 1:00 to 1:00 ratio of excess cash (defined as cash minus debt) to an annualized net loss (defined as a net loss for the two most recent consecutive quarters multiplied by two). These restrictions are no longer in effect as we moved to a cumulative net income for four consecutive quarters. After reporting cumulative income for four consecutive quarters, we are required to maintain a ratio of 0.5 to 1.0 of total indebtedness to the sum of total indebtedness and net worth. At April 30, 2011, we were in compliance with the covenants contained in our credit facilities.

At April 30, 2011, we had $647,000 of borrowings outstanding under our credit facility in China, but had no other debt or borrowings under any of our other bank credit facilities. As of April 30, 2011, we had unutilized credit facilities of $24.5 million.

11.	INCOME TAXES

Our effective tax rate for the first six months of fiscal 2011 was 33% in comparison to 38% for the same period in fiscal 2010. The decrease in the effective tax rate period-over-period was primarily due to changes in the geographic mix of income or loss between tax jurisdictions, reduction in certain statutory tax rates of foreign jurisdictions, and increases in allowable research and development credits. We recorded an income tax provision during the first six months of fiscal 2011 of approximately $1.9 million compared to an income tax benefit of $2.1 million for the same period in fiscal 2010, as a result of the increase in operating income period-over-period.

Our unrecognized tax benefits were $217,000 as of April 30, 2011 and $196,000 as of October 31, 2010, and in each case included accrued interest.

We recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. We believe our unrecognized tax positions meet the minimum statutory threshold to avoid payment of penalties and, therefore, no tax penalties have been estimated. As of April 30, 2011, the gross amount of interest accrued, reported in Accrued expenses and other, was approximately $23,000, 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 2012 and August 2014.

12.	FINANCIAL INSTRUMENTS

The carrying amounts for our trade receivables and payables approximate their fair values. We also have financial instruments in the form of foreign currency forward exchange contracts as described in Note 2. The U.S. Dollar equivalent notional amount of these contracts was $109.5 million and $89.1 million at April 30, 2011 and October 31, 2010, respectively. The fair value of Derivative assets recorded on our Condensed Consolidated Balance Sheets at April 30, 2011 and October 31, 2010 was $1.5 million and $905,000, respectively. The fair value of Derivative liabilities recorded on our Condensed Consolidated Balance Sheets at April 30, 2011 and October 31, 2010 was $4.2 million and $2.1 million, respectively.

The future 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 counterparties to these contracts are substantial and creditworthy financial institutions. We do not consider either the risk of counterparty non-performance or the economic consequences of counterparty non-performance as material risks.

FASB fair value guidance established 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 April 30, 2011 and October 2010 (in thousands):

	Assets				Liabilities
	April 30, 2011		October 31, 2010		April 30, 2011		October 31, 2010

Level 1
Deferred Compensation	$	773	$	674	$	-	$	-

Level 2
Derivatives	$	1,530	$	905	$	4,230	$	2,123

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 market prices which are readily available. Included as Level 2 fair value measurements are derivative assets and liabilities related to hedged and unhedged 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.

During fiscal 2011, we did not have any significant non-recurring measurements of nonfinancial assets and nonfinancial liabilities.

13.	EMPLOYEE BENEFITS

We have defined contribution plans that include a majority of our employees, under which our matching contributions are primarily discretionary. The purpose of these plans is generally to provide additional financial security during retirement by providing employees with an incentive to save throughout their employment. Our matching contributions to the plans are based on employee contributions or compensation. From April 1, 2009 to December 31, 2010 we suspended our discretionary contributions to the U.S. plan as a cost reduction measure, however effective January 1, 2011 we reinstated our matching contributions to that plan in an amount equal to 25% of the first 6% of a participant’s annual earnings contributed, up to the maximum permitted by law. Our contributions totaled approximately $130,000 and $76,000, for the six months ended April 30, 2011 and 2010, respectively.

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 reporting 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 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 unaudited financial statements that appear elsewhere in this report.

The substantial decline in global demand for machine tools we experienced in fiscal 2009 and 2010 during the recent global recession adversely affected our operational performance in the past two years. We are now experiencing substantial improvements in sales and net income reflecting the recovery in industrial manufacturing activity which is still ongoing. During the recession, we significantly reduced our production levels and took several cost containment measures. Our financial resources allowed us to continue to expand our product offering during the downturn. We began increasing our production levels at the end of fiscal 2010 and are continuing to do so. However, we have not yet generated the levels of sales and net income that we experienced prior to fiscal 2009 and there is no assurance in the existing economic climate that the demand for our machine tools will continue at the current pace.

The market for machine tools is international in scope. We have both significant foreign sales and foreign manufacturing operations. During the past three years, sales to foreign customers as a percentage of total sales between 72% and 78% of our revenues. During the first six months of fiscal 2010 and 2011, more than 60% of our revenues were attributable to customers located in Europe where we typically sell the majority of our higher performance VMX series machines. 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 Canada, China, France, Germany, India, Italy, Poland, Singapore, South Africa, South Korea, 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 plant.

Our sales to foreign customers are denominated, and payments by those customers are made, in the prevailing currencies—primarily the Euro and Pound Sterling—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 strengthens 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 lower than would be the case when the U.S. Dollar is weaker. 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.

In the second quarter of fiscal 2011, our business continued to benefit from increased global demand for machine tools, as orders were 137% higher than in the second quarter of fiscal 2010 and 64% higher than in the first quarter of fiscal 2011. Sales for the second quarter of fiscal 2011 were 73% above those in the second quarter of fiscal 2010 and 5% above the first quarter 2011. Orders continued to outpace sales as our production and supply chain continued to ramp up to meet customer demand. A portion of the increased orders in the second quarter of fiscal 2011 came from customers placing orders in advance of an announced price increase that went into effect at the end of the quarter. The significant improvement in sales increased our gross profit for the second quarter of fiscal 2011 to 30%, compared to gross profit of 19% for the second quarter of fiscal 2010. The increase in gross profit was partially offset by an increase in the cost of raw materials, particularly metals, and the negative cost impact of a strengthened Taiwanese Dollar in relations to the U.S. Dollar. The Taiwanese Dollar appreciated 8% during the second quarter and first six months of fiscal 2011 compared to the corresponding periods in fiscal 2010. We expect that the cost impact from the appreciation of the Taiwanese Dollar and metals will continue and we will adjust sales prices accordingly.

RESULTS OF OPERATIONS

Three Months Ended April 30, 2011 Compared to Three Months Ended April 30, 2010

Sales and Service Fees. Sales and service fees for the second quarter of fiscal 2011 were $41.6 million, an increase of $17.5 million, or 73%, from the second quarter of fiscal 2010. The increase in second quarter revenues reflected the rebound in industrial manufacturing activity. A weaker U.S. Dollar when translating foreign sales to U.S. Dollars had a favorable impact of approximately 5%, or $1.1 million, on the period-to-period comparison.

The following tables set forth net sales (in thousands) by geographic region and product category for the second quarter of fiscal 2011 and 2010, respectively:

Net Sales and Service Fees by Geographic Region
	Three months ended April 30,								Change
	2011				2010				Amount		%
North America	$	9,137	22	%	$	5,804	24	%	$	3,333		57	%
Europe		27,297	66	%		15,342	64	%		11,955		78	%
Asia Pacific		5,142	12	%		2,942	12	%		2,200		75	%
Total	$	41,576	100	%	$	24,088	100	%	$	17,488		73	%

The increase in sales was primarily driven by higher customer demand in all sales regions. Unit shipments for the second quarter of fiscal 2011 increased in North America by 78%, in Europe by 65%, and in the Asia Pacific region by 67% compared to the same period in fiscal 2010.

Net Sales and Service Fees by Product Category
	Three months ended April 30,								Change
	2011				2010				Amount		%
Computerized Machine Tools	$	35,834	86	%	$	19,883	83	%	$	15,951		80	%
Service Fees, Parts and Other		5,742	14	%		4,205	17	%		1,537		37	%
Total	$	41,576	100	%	$	24,088	100	%	$	17,488		73	%

Unit shipments of computerized machine tools during the second quarter of fiscal 2011 increased by 68% from the corresponding period in fiscal 2010.

Orders. Orders for the second quarter of fiscal 2011 totaled $72.6 million, an increase of $42.0 million, or 137%, from the corresponding period in fiscal 2010. Orders increased in North America by $5.7 million, or 69%, in Europe by $32.2 million, or 175%, and in the Asia Pacific region by $4.1 million, or 107%. The impact of currency translation on Orders was consistent with the impact on sales. Orders, measured in units, increased in North America by 66%, in Europe by 140%, and in the Asia Pacific region by 88%. Orders outpaced sales as our production and supply chain responded to the increased customer demand. A portion of the increased orders booked in the second quarter of fiscal 2011 came from customers placing orders in advance of an announced price increase that went into effect at the end of the quarter.

Gross Profit. Our gross profit for the second quarter of fiscal 2011 was 30%, compared to 19% for the same period in fiscal 2010. The increase in gross profit was due to the significant increase in sales volume, particularly of our higher margin, high performance vertical machining centers in Europe. The increase in gross profit was partially offset by an increase in the cost of raw materials, particularly metals, and the negative cost impact of a strengthened Taiwanese Dollar in relations to the U.S. Dollar. The Taiwanese Dollar appreciated 8% during the second quarter and first six months of fiscal 2011 compared to the corresponding periods in fiscal 2010.

Operating Expenses. Selling, general and administrative expenses were $9.3 million for the second quarter of fiscal 2011, an increase of $2.0 million, or 28%, from the second quarter of fiscal 2010. The increase consisted primarily of higher sales commission due to increased sales volume, increased sales and marketing expense, increased incentive compensation expense and the unfavorable impact of currency translation. Despite the dollar increase, the increased sales in fiscal 2011 resulted in selling, general and administrative expenses of 22% of sales and service fees during the second quarter of fiscal 2011 as compared to 30% for the second quarter of fiscal 2010.

Operating Income (Loss). Operating income for the second quarter of fiscal 2011 was $3.4 million compared to an operating loss of $2.6 million for the prior year period. The substantial improvement in operating income period-over-period was primarily due to the significant increase in sales.

Other (Income) Expense, Net. The decrease in other expense of $118,000 for the second quarter of fiscal 2011 compared to the same period in fiscal 2010 was primarily due to a reduction in net realized and unrealized losses from foreign currency fluctuations on payables and receivables, net of foreign currency forward exchange contracts.

Income Taxes. Our effective tax rate for the second quarter of fiscal 2011 was 31% in comparison to 41% for the same period in fiscal 2010. The decrease in the effective tax rate period-over-period is primarily due to changes in the geographic mix of income or loss between tax jurisdictions, reduction in certain foreign jurisdiction statutory tax rates, and increases in allowable research and development credits. We recorded an income tax provision during the second quarter of fiscal 2011 of approximately $1.1 million compared to an income tax benefit of $1.1 million for the same period in fiscal 2010, reflecting the increase in operating income period-over-period.

Six Months Ended April 30, 2011 Compared to Six Months Ended April 30, 2010

Sales and Service Fees. Sales and service fees for the first six months of fiscal 2011 were $81.3 million, an increase of $36.6 million, or 82%, from the first six months of fiscal 2010. The increase in first six months revenues reflected the rebound in industrial manufacturing activity. The impact of currency translation on the period-over-period sales comparison for the first six months of fiscal 2011 to the corresponding period in fiscal 2010 was not material.

The following tables set forth net sales (in thousands) by geographic region and product category for the first six months of fiscal 2011 and 2010, respectively:

Net Sales and Service Fees by Geographic Region
	Six months ended April 30,								Change
	2011				2010				Amount		%
North America	$	22,599	28	%	$	11,905	27	%	$	10,694		90	%
Europe		48,576	60	%		27,358	61	%		21,218		78	%
Asia Pacific		10,081	12	%		5,441	12	%		4,640		85	%
Total	$	81,256	100	%	$	44,704	100	%	$	36,552		82	%

The increase in sales was primarily driven by higher customer demand in all sales regions. Unit shipments for the first six months of fiscal 2011 increased in North America by 110%, in Europe by 66%, and in the Asia Pacific region by 61% compared to the same period in fiscal 2010.

Net Sales and Service Fees by Product Category
	Six months ended April 30,								Change
	2011				2010				Amount		%
Computerized Machine Tools	$	69,829	86	%	$	36,773	82	%	$	33,056		90	%
Service Fees, Parts and Other		11,427	14	%		7,931	18	%		3,496		44	%
Total	$	81,256	100	%	$	44,704	100	%	$	36,552		82	%

Unit shipments of computerized machine tools during the first six months of fiscal 2011 increased by 76% from the corresponding period in fiscal 2010.

Orders. Orders for the first six months of fiscal 2011 totaled $116.9 million, an increase of $65.7 million, or 128%, from the corresponding period in fiscal 2010. Orders increased in North America by $13.5 million, or 96%, in Europe by $45.9 million, or 152%, and in the Asia Pacific region by $6.3 million, or 91%. The impact of currency translation on orders was consistent with the impact on sales. Orders, measured in units, increased in North America by 103%, in Europe by 128%, and in the Asia Pacific region by 68%. The increase is partially attributable to customers placing orders in advance of an announced price increase that went into effect at the end of the six month period.

Gross Profit. Our gross profit for the first six months of fiscal 2011 was 30%, compared to 19% for the same period in fiscal 2010. The increase in gross profit as a percentage of sales was due to the significant increase in sales volume and was partially offset by the negative impact of a strengthened Taiwanese Dollar in relation to the U.S. Dollar and an increase in the cost of raw materials, particularly metals.

Operating Expenses. Selling, general and administrative expenses were $18.1 million for the first six months of fiscal 2011, an increase of $4.3 million, or 31%, from the first six months of fiscal 2010. The increase consisted primarily of higher sales commission due to increased sales volume, increased sales and marketing expense, increased incentive compensation expense and an increase in wages paid to employees who had experienced wage reductions as cost containment measures. Despite the dollar increase, the increased sales in fiscal 2011 resulted in selling, general and administrative expenses being 22% of sales and service fees during the first six months of fiscal 2011 compared to 31% for the first six months of fiscal 2010.

Operating Income (Loss). Operating income for the first six months of fiscal 2011 was $6.3 million compared to an operating loss of $5.1 million for the prior year period. The substantial improvement in operating income period-over-period was primarily due to the significant increase in sales.

Other (Income) Expense, Net. Other expense for the first six months of fiscal 2011 was $414,000 compared to $382,000 for the first six months of fiscal 2010. The decrease in expense was due to reductions in net realized and unrealized losses from foreign currency fluctuations on payables and receivables, net of foreign currency forward exchange contracts, offset by a reduction in our allocated share of loss incurred by a Taiwan contract manufacturer in which we have an equity investment.

Income Taxes. Our effective tax rate for the first six months of fiscal 2011 was 33% in comparison to 38% for the same period in fiscal 2010. The decrease in the effective tax rate period-over-period was primarily due to changes in the geographic mix of income or loss between tax jurisdictions, reduction in certain foreign jurisdiction statutory tax rates, and increases in allowable research and development credits. We recorded an income tax provision during the first six months of fiscal 2011 of approximately $1.9 million compared to an income tax benefit of $2.1 million for the same period in fiscal 2010, reflecting the increase in operating income period-over-period.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2011, we had cash of $48.7 million, compared to $48.3 million at October 31, 2010. Approximately 60% of the $48.7 million of cash is denominated in U.S. Dollars. The balance is held outside the U.S. in the local currencies of our various foreign entities and is subject to fluctuations in currency exchange rates.

Working capital, excluding cash, was $52.2 million at April 30, 2011, compared to $45.7 million at October 31, 2010. The increase in working capital, excluding cash, was primarily due to an increase in finished goods inventory to meet the higher level of customer demand we are currently experiencing.

Capital expenditures during the first six months of fiscal 2011 were primarily for implementation of operating systems, purchase of factory equipment for production facilities in Taiwan and software development costs. We funded these expenditures with cash flow from operations.

Prior to the second quarter of fiscal 2011, we were subject to restrictions under our domestic credit agreement from making acquisitions, declaring and paying dividends, and incurring additional indebtedness. These restrictions were no longer in effect at the end of the second quarter of fiscal 2011, as we reported a cumulative net income for four consecutive quarters. At April 30, 2011, we had $647,000 of borrowings outstanding under our credit facility in China, but had no other debt or borrowings under any of our other bank credit facilities. At April 30, 2011, we were in compliance with the covenants contained in our credit facilities.

Although we have not made any significant acquisitions in the recent past, we continue to receive and review information on businesses and assets, including intellectual property assets, which are available for purchase.

NEW ACCOUNTING PRONOUNCEMENTS

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations.

CRITICAL ACCOUNTING POLICIES

Our accounting policies, which are described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2010, 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 six months of fiscal 2011.

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, 2010.

OFF BALANCE SHEET ARRANGEMENTS

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:

A recurrent global recession which could reduce overall demand and our customers’ ability to purchase our products and services;

The cyclical nature of the machine tool industry;

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;

The need to make technological advances;

Competition with larger companies that have greater financial resources;

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

Possible obsolescence of our technology;

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; and

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

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 bank credit agreements are tied to prevailing domestic and foreign interest rates. At April 30, 2011, we had $647,000 of borrowings outstanding under our credit facility in China, but had no other debt or borrowings under any of our other bank credit facilities.

Foreign Currency Exchange Risk

In fiscal 2010, we derived more than 70% of our revenues from foreign 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 foreign 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. 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 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 April 30, 2011, 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		April 30, 2011		Maturity Dates
Sale Contracts:
Euro		25,970,000		1.3600			35,318,466		38,370,639	May 2011 – April 2012
Pound Sterling		6,295,000		1.5806			9,949,914		10,499,385	May 2011 – April 2012
Purchase Contracts:
New Taiwan Dollar		942,000,000		29.25	*		32,200,706		33,503,030	May 2011 – April 2012

*NT Dollars per U.S. Dollar

Forward contracts for the sale or purchase of foreign currencies as of April 30, 2011, 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		April 30, 2011		Maturity Dates
Sale Contracts:
Euro		8,007,975		1.4618			11,705,852		11,862,449	May 2011 – September 2011
Pound Sterling		554,085		1.6574			918,347		925,701	May 2011
Canadian Dollar		575,360		1.0448			601,129		606,852	July 2011
Singapore Dollar		859,340		.7903			679,105		702,781	July 2011
South African Rand		5,034,612		.1481			745,725		757,625	July 2011

Purchase Contracts:
New Taiwan Dollar		384,505,573		28.98	*		13,269,038		13,493,336	May 2011 – June 2011

* NT Dollars per U.S. Dollar

Notional

Amount

Weighted

Avg.

Contract Amount at

Forward Rates in

U.S. Dollars

Forward Contracts

in Foreign

Currency

Forward

Rate

Contract

Date

April 30,

2011

Maturity Date

Sale Contracts:

Euro

3,000,000

1.3549

4,064,700

4,423,290

November 2011

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 April 30, 2011, 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 quarter ended April 30, 2011 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 believe it is remote that 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, 2010.

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	Second Amendment to Credit Agreement dates as of March 1, 2011, between the Registrant and JPMorgan Chase Bank, N.A.

	31.1	Certification by the Chief Executive Officer, pursuant to Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended.

	31.2	Certification by the Chief Financial Officer, pursuant to Rule 13a-15(b) 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.

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/ John G. Oblazney
		John G. Oblazney
		Vice President and
		Chief Financial Officer

	By:	/s/ Sonja K. McClelland
		Sonja K. McClelland
		Corporate Controller and
		Principal Accounting Officer

June 3, 2011

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 1, 2011 (this “Amendment”), is by and between HURCO COMPANIES, INC., an Indiana corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A. (the "Bank").

RECITALS

A. The Borrower and the Bank have entered into that certain Credit Agreement dated as of December 7, 2007, as amended by First Amendment to Credit Agreement dated as of October 30, 2009 (the "Credit Agreement").

B. The Borrower and the Bank desire to amend the Credit Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT

Subject to Article 2 of this Amendment, the Credit Agreement hereby is amended as follows:

1.1 Section 6.11 is amended and restated as follows:

6.11. Indebtedness. The Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(i) The Loans, the other Outstanding Facilities, and the Reimbursement Obligations.

(ii) Indebtedness arising under Rate Management Transactions.

(iii) The Hurco GmbH Facility and a guaranty of payment of the Hurco GmbH Facility from the Borrower or any Subsidiary.

(iv) Indebtedness of any Subsidiary owing to the Borrower or to any other Subsidiary and Indebtedness of the Borrower owing to any Subsidiary.

(v) The UK Facility, the Taiwan Facility (or one or more Replacement Taiwan Facilities in an aggregate principal amount up to the principal amount of the Taiwan Facility when it was available), the Hurco UK Guaranty and the Hurco Taiwan Guaranty.

(vi) Product warranty obligations incurred in the ordinary course of business.

(vii) Indebtedness of the Borrower’s wholly-owned Subsidiary, Ningbo Hurco Machine Tools Co. Inc., to the Bank (the “Ningbo Hurco Indebtedness”) and a guaranty of payment of the Ningbo Hurco Indebtedness from the Borrower or any Subsidiary in favor of the Bank.

(viii) [Reserved]

(ix) Subordinated Indebtedness.

(x) So long as the Consolidated Net Income of the Borrower and its Subsidiaries for the period of four consecutive fiscal quarters of the Borrower ending with the then last fiscal quarter for which financial statements have been furnished under Section 6.1(ii) was equal to or greater than $0 (it being understood that such Consolidated Net Income is to be determined for the entire period of four consecutive fiscal quarters taken as one accounting period), Indebtedness (other than Indebtedness permitted under subparts (i) through (ix) of this Section 6.11) the aggregate outstanding principal amount of which, together with the aggregate Contingent Obligations of the Borrower and its Subsidiaries as guarantors of Indebtedness of customers and other Indebtedness permitted under subpart (xi) of this Section 6.11, does not at any time exceed $10,000,000.00.

(xi) (A) Contingent Obligations of the Borrower and its Subsidiaries as guarantors of Indebtedness of their respective customers and (B) other Indebtedness existing as of the First Amendment Date or subsequently incurred when permitted under subpart (x) of this Section 6.11, in an aggregate amount for the foregoing clauses (A) and (B) not exceeding $10,000,000.00 at any time.

ARTICLE 2. CONDITIONS PRECEDENT

As conditions precedent to the effectiveness of the amendments to the Credit Agreement set forth in Article 1 of this Amendment, the Bank shall receive the following documents and the following matters shall be completed, all in form and substance satisfactory to the Bank:

2.1 This Amendment duly executed on behalf of the Borrower and the Bank, together with the Reaffirmation and Acknowledgment at the end of this Amendment duly executed by each Guarantor.

2.2 Such other documents and completion of such other matters as the Bank may reasonably

request.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES

In order to induce the Bank to enter into this Amendment, the Borrower represents and warrants that:

3.1 The execution, delivery and performance by the Borrower of this Amendment are within its corporate powers, have been duly authorized by all necessary corporate action and are not in contravention of any law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority, or of the terms of the Borrower's charter or by-laws, or of any contract or undertaking to which the Borrower is a party or by which the Borrower or its property is or may be bound or affected.

3.2 This Amendment is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and subject also to the availability of equitable remedies if equitable remedies are sought.

3.3 No consent, approval or authorization of or declaration, registration or filing with any governmental or nongovernmental person or entity, including without limitation any creditor, stockholder or lessor of the Borrower, is required on the part of the Borrower in connection with the execution, delivery and performance of this Amendment or the transactions contemplated hereby or as a condition to the legality, validity or enforceability of this Amendment.

3.4 After giving effect to the amendments contained in Article 1 of this Amendment, the representations and warranties contained in Article V of the Credit Agreement and in the other Loan Documents are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof. No Default or Unmatured Default has occurred and is continuing.

ARTICLE 4. MISCELLANEOUS

4.1 If the Borrower shall fail to perform or observe any term, covenant or agreement in this Amendment, or any representation or warranty made by the Borrower in this Amendment shall prove to have been incorrect in any material respect when made, such occurrence shall be deemed to constitute an event of default under the Credit Agreement.

4.2 All references to the Credit Agreement in the Note, any other Loan Documents or any other document, instrument or certificate referred to in the Credit Agreement or delivered in connection therewith or pursuant thereto, hereafter shall be deemed references to the Credit Agreement, as amended hereby.

4.3 Except as amended hereby, the Credit Agreement and the other Loan Documents shall in all respects continue in full force and effect.

4.4 Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

4.5 This Amendment shall be governed by and construed in accordance with the laws of the State of Indiana.

4.6 The Borrower agrees to pay the reasonable fees and expenses of Dickinson Wright PLLC, counsel for the Bank, in connection with the negotiation and preparation of this Amendment and the documents referred to herein and the consummation of the transactions contemplated hereby.

4.7 This Amendment may be executed upon any number of counterparts with the same effect as if the signatures thereto were upon the same instrument.

4.8 Each party hereto, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily, and intentionally waives any right any of them may have to a trial by jury in any litigation based upon or arising out of this Amendment, or any agreement referenced herein or other related instrument or agreement, or any of the transactions contemplated by this Amendment, or any course of conduct, dealing, statements (whether oral or written) or actions of any of them. None of the parties hereto shall seek to consolidate, by counterclaim or otherwise, any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. These provisions shall not be deemed to have been modified in any respect or relinquished by any party hereto except by a written instrument executed by both of them.

4.9 The Borrower agrees to execute any and all documents reasonably deemed necessary or appropriate by the Bank to carry out the intent of, and/or to implement, this Amendment.

4.10 This Amendment constitutes the entire understanding of the parties with respect to the subject matter hereof. This Amendment is binding on the parties hereto and their respective successors and assigns, and shall inure to the benefit of the parties hereto and their respective successors and assigns. If any of the provisions of this Amendment are in conflict with any applicable statute or rule or law or otherwise unenforceable, such offending provisions shall be null and void only to the extent of such conflict or unenforceability, but shall be deemed separate from and shall not invalidate any other provision of this Amendment.

4.11 No course of dealing on the part of the Bank, nor any delay or failure on the part of the Bank in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege or otherwise prejudice the Bank's rights and remedies hereunder or under any Loan Document or any other agreement or instrument of the Borrower with or in favor of the Bank; nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any other right, power or privilege. No right or remedy conferred upon or reserved to the Bank under this Amendment or under any Loan Document or any other agreement or instrument of the Borrower with or in favor of the Bank is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to every other right or remedy granted thereunder or now or hereafter existing under any applicable law. Every right and remedy granted by this Amendment or under any Loan Document or any other agreement or instrument of the Borrower with or in favor of the Bank or by applicable law to the Bank may be exercised from time to time and as often as may be deemed expedient by the Bank.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first-above written.

	HURCO COMPANIES, INC.

	/s/ John G. Oblazney
	John G. Oblazney
	Vice President & Chief Financial Officer

	JPMORGAN CHASE BANK, N.A.

	/s/ Thomas W. Harrison
	Thomas W. Harrison
	Vice President & Senior Underwriter

GUARANTOR REAFFIRMATION AND ACKNOWLEDGMENT

Each of the undersigned Guarantors hereby acknowledges and agrees that it has reviewed and fully consents to the foregoing Second Amendment to Credit Agreement (the "Amendment"), that the Subsidiary Guaranty made as of December 7, 2007 by the undersigned in favor of the Bank (the "Guaranty") continues in full force and effect, that the guaranteed obligations under each Guaranty shall include, among other things and without limitation, all indebtedness, obligations and liabilities of the Borrower under the Credit Agreement, as amended by the Amendment and as further amended or modified from time to time, and that each of the undersigned has no defenses, counterclaims or offsets with respect thereto. All references to the Credit Agreement in the Guaranty hereafter shall be deemed references to the Credit Agreement, as amended by the Amendment. Except as otherwise expressly set forth herein, capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Amendment or the Credit Agreement, as the case may be.

	HURCO INTERNATIONAL, INC.

	/s/ John G. Oblazney
	John G. Oblazney
	Vice President & Chief Financial Officer

	HURCO INTERNATIONAL HOLDINGS, INC.

	/s/ John G. Oblazney
	John G. Oblazney
	Vice President & Chief Financial Officer

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael Doar, certify that:

I have reviewed this quarterly report on Form 10-Q of Hurco Companies, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's first fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Michael Doar
Michael Doar
Chairman & Chief Executive Officer
June 3, 2011

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, John G. Oblazney, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hurco Companies, Inc.;

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ John G. Oblazney
John G. Oblazney
Vice President & Chief Financial Officer
June 3, 2011

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hurco Companies, Inc. (the "Company") on Form 10-Q for the period ending April 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies, pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael Doar
Michael Doar
Chairman & Chief Executive Officer
June 3, 2011

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John G. Oblazney
John G. Oblazney
Vice President & Chief Financial Officer
June 3, 2011