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 | |
| 2 |
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.
| 3 |
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.
| 4 |
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.
| 5 |
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.
| 6 |
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.
| 7 |
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.
| 8 |
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 | ||||||
| 9 |
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 | ) | |||
| 10 |
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 | |||||
| 11 |
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.
| 12 |
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.
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| 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 | |||||
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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.
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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.
| 16 |
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.
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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.
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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.
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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.
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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.
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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
| 22 |
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 | |||||||||||||
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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.
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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.
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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.
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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
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CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Michael Doar, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Hurco Companies, Inc.; |
| 2. | 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; |
| 3. | 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; |
| 4. | 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 third fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | 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 and Chief Executive Officer | |
| March 7, 2014 |
CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Sonja K. McClelland, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Hurco Companies, Inc.; |
| 2. | 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; |
| 3. | 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; |
| 4. | 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 third fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | 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/ Sonja K. McClelland | |
| Sonja K. McClelland | |
| Interim Chief Financial Officer | |
| March 7, 2014 |
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 January 31, 2014 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 and Chief Executive Officer | |
| March 7, 2014 |
Exhibit 32.2
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 January 31, 2014 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/ Sonja K. McClelland | |
| Sonja K. McClelland | |
| Interim Chief Financial Officer | |
| March 7, 2014 |