UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 9, 2015
Hurco Companies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
| 0-9143 | 35-1150732 |
| (Commission File Number) | (IRS Employer Identification No.) |
| One Technology Way | |
| Indianapolis, Indiana | 46268 |
| (Address of Principal Executive Offices) | (Zip Code) |
(317) 293-5309
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 2.02 | Results of Operations and Financial Condition |
On September 9, 2015, Hurco Companies, Inc. (the "Registrant") reported its results of operations for the third quarter ended July 31, 2015. The Registrant's earnings release for the period is attached as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report. The attached Exhibit 99.1 is furnished pursuant to Item 2.02 of Form 8-K.
| Item 7.01 | Regulation FD Disclosure |
The Registrant’s press release issued on September 9, 2015 announced the payment of a cash dividend of $0.08 per share of common stock.
A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| 99.1 | Press Release of Hurco Companies, Inc. dated September 9, 2015 |
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 hereunto duly authorized.
| Dated: September 9, 2015 | ||
| HURCO COMPANIES, INC. | ||
| By: | /s/ Sonja K. McClelland | |
| Sonja K. McClelland, | ||
| Vice President, Secretary, Treasurer and Chief Financial Officer | ||
EXHIBIT INDEX
| 99.1 | Press Release of Hurco Companies, Inc. dated September 9, 2015 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
FRIDAY, SEPTEMBER 9, 2015
HURCO REPORTS THIRD QUARTER RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND
INDIANAPOLIS, INDIANA — September 9, 2015, Hurco Companies, Inc. (Nasdaq Global Select Market: HURC) today reported results for the third fiscal quarter and the first nine months ended July 31, 2015. Hurco recorded net income of $3,683,000, or $0.55 per diluted share, for the third quarter of fiscal 2015 compared to net income of $4,375,000, or $0.66 per diluted share, for the corresponding period in fiscal 2014. For the first nine months of fiscal 2015, Hurco reported net income of $11,410,000, or $1.72 per diluted share, compared to $10,280,000, or $1.56 per diluted share, for the corresponding period in fiscal 2014.
Sales and service fees for the third quarter of fiscal 2015 were $52,535,000, a decrease of $2,844,000, or 5%, compared to the corresponding period in fiscal 2014. This year-over-year decrease in sales reflected growth of $3,348,000, or 6%, and a negative impact of $6,192,000, or 11%, when translating foreign sales to U.S. Dollars for financial reporting purposes. Sales and service fees for the first nine months of fiscal 2015 were $153,690,000, a decrease of $6,390,000, or 4%, compared to the corresponding period in fiscal 2014. Despite year-over-year growth of $9,673,000, or 6%, the year-over-year decrease in sales and service fees included the negative impact of $16,063,000, or 10%, when translating foreign sales to U.S. Dollars for financial reporting purposes.
The following table sets forth net sales and service fees by geographic region for the third quarter and first nine months of fiscal 2015 and 2014 (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| July 31, | July 31, | |||||||||||||||||||||||||||||||
| $ | % | $ | % | |||||||||||||||||||||||||||||
| 2015 | 2014 | Change | Change | 2015 | 2014 | Change | Change | |||||||||||||||||||||||||
| North America | $ | 16,238 | $ | 13,643 | $ | 2,595 | 19 | % | $ | 44,824 | $ | 42,223 | $ | 2,601 | 6 | % | ||||||||||||||||
| Europe | 31,486 | 36,627 | (5,141 | ) | -14 | % | 95,399 | 100,898 | (5,499 | ) | -5 | % | ||||||||||||||||||||
| Asia Pacific | 4,811 | 5,109 | (298 | ) | -6 | % | 13,467 | 16,959 | (3,492 | ) | -21 | % | ||||||||||||||||||||
| Total | $ | 52,535 | $ | 55,379 | $ | (2,844 | ) | -5 | % | $ | 153,690 | $ | 160,080 | $ | (6,390 | ) | -4 | % | ||||||||||||||
North American sales increased during the third quarter and first nine months of fiscal 2015 by 19% and 6%, respectively, compared to the corresponding periods in fiscal 2014. The increases in sales year-over-year were primarily due to increased shipments of higher-performance machines. North American sales for the third quarter and first nine months of fiscal 2015 included $930,000 attributable to sales of machine tools manufactured by the recently acquired business of Milltronics Manufacturing Company. Hurco acquired the assets of this business in July 2015 and is operating it through its newly-formed subsidiary, Milltronics USA, Inc. Milltronics manufactures and sells knee mills, tool room bed mills, vertical machining centers, combination lathes, slant-bed lathes, and horizontal machining centers.
European sales for the third quarter of fiscal 2015 decreased by 14% compared to the corresponding period in fiscal 2014 and included sales growth of 2%, offset by the adverse impact of a weaker Euro and Pound Sterling when translating foreign sales to U.S. Dollars for financial reporting purposes. European sales for the first nine months of fiscal 2015 decreased by 5% despite sales growth of 10% compared to the corresponding prior year period, primarily reflecting the adverse impact of a weaker Euro and Pound Sterling when translating foreign sales to U.S. Dollars for financial reporting purposes. The year-over-year improvements in European sales were driven by increased shipments of higher-performance machines in Germany, France and Italy.
Asian Pacific sales for the third quarter and first nine months of fiscal 2015 decreased by 6% and 21%, respectively, compared to the corresponding periods in fiscal 2014, primarily due to a softer market in India and China. Asian Pacific sales for the third quarter and first nine months of fiscal 2015 included $73,000 attributable to sales of machine tools designed and manufactured by the recently acquired business Takumi Machinery Co., Ltd. Hurco acquired certain assets of this Taiwan-based business in July 2015 and is operating it through its subsidiary, Hurco Manufacturing Limited. Takumi designs and manufactures CNC vertical machining centers, double column machining centers, high speed bridge machines and other machine tools equipped with industrial controls.
Orders for the third quarter and the first nine months of fiscal 2015 included $14,336,000 of Milltronics and Takumi orders existing at the respective date of acquisition and new orders for Milltronics booked after the closing date of that acquisition.
Excluding the impact of the recently acquired Milltronics and Takumi businesses, orders for the third quarter of fiscal 2015 decreased by $7,939,000, or 14%, compared to the corresponding period in fiscal 2014. This year-over-year decrease in orders reflected a reduction in orders of $2,089,000, or 4%, and a negative impact of $5,850,000, or 10%, when translating foreign orders to U.S. Dollars for financial reporting purposes. Excluding the impact of orders related to the Milltronics and Takumi businesses, orders for the first nine months of fiscal 2015 decreased by $20,603,000, or 12%, compared to the corresponding prior year period. The year-over-year decrease in orders reflected a reduction in orders of $4,844,000, or 3%, and a negative impact of $15,759,000, or 9%, when translating foreign orders to U.S. Dollars for financial reporting purposes.
The following table sets forth new orders booked by geographic region for the third quarter and the first nine months of fiscal 2015 and 2014 (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| July 31, | July 31, | |||||||||||||||||||||||||||||||
| $ | % | $ | % | |||||||||||||||||||||||||||||
| 2015 | 2014 | Change | Change | 2015 | 2014 | Change | Change | |||||||||||||||||||||||||
| North America | $ | 20,823 | $ | 14,039 | $ | 6,784 | 48 | % | $ | 50,454 | $ | 40,040 | $ | 10,414 | 26 | % | ||||||||||||||||
| Europe | 29,555 | 36,368 | (6,813 | ) | -19 | % | 89,200 | 110,698 | (21,498 | ) | -19 | % | ||||||||||||||||||||
| Asia Pacific | 12,397 | 5,971 | 6,426 | 108 | % | 21,231 | 16,414 | 4,817 | 29 | % | ||||||||||||||||||||||
| Total | $ | 62,775 | $ | 56,378 | $ | 6,397 | 11 | % | $ | 160,885 | $ | 167,152 | $ | (6,267 | ) | -4 | % | |||||||||||||||
Excluding the $5,764,000 in orders related to the recently acquired Milltronics business, orders for North America increased by 7% and 12% for the third quarter and first nine months of fiscal 2015, respectively, compared to the corresponding prior year periods due to increased customer demand for higher-performance machines.
European orders for the third quarter of fiscal 2015 decreased by 19% compared to the corresponding period in fiscal 2014 and reflected an order reduction of 3% and a negative impact of 16% due to a weaker Euro and Pound Sterling when translating foreign orders to U.S. Dollars for financial reporting purposes. European orders for the first nine months of fiscal 2015 decreased by 19% compared to the corresponding prior year period and reflected an order reduction of 5% and a negative impact of 14% due to a weaker Euro and Pound Sterling when translating foreign orders to U.S. Dollars for financial reporting purposes. The year-over-year reductions in European orders were primarily driven by the adverse impact of foreign currency translation and fluctuating customer demand for electro-mechanical components and accessories manufactured by Hurco’s Italian-based subsidiary, LCM Precision Technologies (LCM).
Excluding the $8,572,000 orders related to the recently acquired Takumi business, Asian Pacific orders for the third quarter and the first nine months of fiscal 2015 decreased by 36% and 23%, respectively, compared to the corresponding periods in fiscal 2014. The year-over-year reductions in Asian Pacific orders reflected softer market conditions in India and China.
Gross profit for the third quarter of fiscal 2015 was $16,630,000, or 32% of sales, compared to $18,012,000, or 33% of sales, for the corresponding prior year period. The year-over-year decrease in gross profit as a percentage of sales in the three month period was due to increased pricing pressure in North America and Europe. Gross profit for the first nine months of fiscal 2015 was $49,736,000, or 32% of sales, compared to $48,560,000, or 30% of sales, for the corresponding prior year period. The year-over-year improvement in gross profit as a percentage of sales in the nine month period was primarily attributable to increased sales of higher-performance machines across all regions, net of the pricing pressure experienced in Europe and North America.
Selling, general and administrative expenses for the third quarter of fiscal 2015 were $11,351,000, or 22% of sales, compared to $11,869,000, or 21% of sales, in the corresponding period in fiscal 2014. The third quarter expenses included approximately $890,000 related to Milltronics and Takumi, of which $647,000 represented one-time acquisition costs. Selling, general and administrative expenses for the first nine months of fiscal 2015 were $32,655,000, or 21% of sales, compared to $33,675,000, or 21% of sales, in the corresponding period in fiscal 2014. Year-to-date expenses included approximately $975,000 related to Milltronics and Takumi, of which $732,000 represented one-time acquisition costs. Selling, general and administrative expenses were favorably impacted by approximately $904,000, or 2% of sales, and $2,227,000, or 1% of sales, for the third quarter and the first nine months of fiscal 2015, respectively, when translating foreign expenses to U.S. Dollars for financial reporting purposes.
The effective tax rate for the third quarter of fiscal 2015 was 30%, compared to 28% for the corresponding period in fiscal 2014. The effective tax rate for the first nine months of fiscal 2015 was 32%, compared to 29% for corresponding period in fiscal 2014. The increases in the effective tax rates year-over-year were primarily due to a shift in geographic mix of income and loss among tax jurisdictions.
Cash and cash equivalents totaled $49,998,000 at July 31, 2015, compared to $53,846,000 at October 31, 2014. Working capital, excluding cash and cash equivalents, was $100,911,000 at July 31, 2015 compared to $90,105,000 at October 31, 2014. The increase in working capital, excluding cash, was primarily attributable to inventories acquired from Milltronics and Takumi in July 2015.
Hurco also announced today that its Board of Directors approved the payment of a cash dividend of $0.08 per share. The dividend will be paid on October 5, 2015, to shareholders of record as of the close of business on September 21, 2015. Future declarations of dividends are subject to approval of the Board of Directors and may be adjusted as business needs or market conditions change.
Michael Doar, Chief Executive Officer, stated, “The asset purchases of Milltronics in the USA and Takumi in Taiwan will serve all Hurco stakeholders well. While our strong financial position has afforded us the opportunity to expand our product line and focus on R&D activities during the past five years, these acquisitions will enable us to accelerate the product development process to meet the needs of our customers. We officially released the MAX5 control at the end of the third quarter, which has immense benefits for the end user. Preliminary reviews from customers have been overwhelmingly positive as the final control design incorporated more than 80 suggestions derived from customer usability tests. Sales in Europe continue to reflect increased shipments of higher-performance machines. In North America, our customers are adopting higher end products, especially machines equipped with 5-axis technology. We continue to monitor Asia for opportunities to serve those diverse markets. We are fortunate that our fiscal discipline affords us the resources to weather a slowdown in that region without having an impact on innovation, which ultimately results in machine tool technologies that make our customers more profitable.”
Hurco Companies, Inc. is an industrial technology company that designs and produces interactive computer controls, software and computerized machine tools and machine tool components for the worldwide metal cutting and metal forming industry. The end market for the Company's products consists primarily of independent job shops and short-run manufacturing operations within large corporations in industries such as aerospace, defense, medical equipment, energy, transportation and computer equipment. The Company is based in Indianapolis, Indiana, with manufacturing operations in Taiwan, Italy, U.S. and China, and sells its products through direct and indirect sales forces throughout North and South America, Europe, and Asia. The Company has sales, application engineering support and service subsidiaries in China, England, France, Germany, India, Italy, Poland, Singapore, South Africa, the United States of America, and Taiwan. Web Site: www.hurco.com
Certain statements in this news release are forward-looking statements which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others, the cyclical nature of the machine tool industry, changes in general economic and business conditions that affect demand for our products, the risks of our international operations, changes in manufacturing markets, innovations by competitors, the ability to protect our intellectual property, breaches of our network and system security measures, fluctuations in foreign currency exchange rates, increases in prices of raw materials, quality and delivery performance by our vendors, our ability to effectively integrate acquisitions, negative or unforeseen tax consequences and governmental actions and initiatives including import and export restrictions and tariffs.
| Contact: | Sonja K. McClelland |
Vice President, Secretary, Treasurer & Chief Financial Officer
317-293-5309
| Hurco Companies, Inc. |
| CONDENSED CONSOLIDATED STATEMENT OF INCOME |
| (Dollars in thousands, except per-share data) |
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Sales and service fees | $ | 52,535 | $ | 55,379 | $ | 153,690 | $ | 160,080 | ||||||||
| Cost of sales and service | 35,905 | 37,367 | 103,954 | 111,520 | ||||||||||||
| Gross profit | 16,630 | 18,012 | 49,736 | 48,560 | ||||||||||||
| Selling, general and administrative expenses | 11,351 | 11,869 | 32,655 | 33,675 | ||||||||||||
| Operating income | 5,279 | 6,143 | 17,081 | 14,885 | ||||||||||||
| Interest expense | 48 | 65 | 174 | 196 | ||||||||||||
| Interest income | 32 | 23 | 75 | 55 | ||||||||||||
| Investment income (expense) | 4 | 4 | 75 | 40 | ||||||||||||
| Other (income) expense, net | 11 | 46 | 159 | 331 | ||||||||||||
| Income before taxes | 5,256 | 6,059 | 16,898 | 14,453 | ||||||||||||
| Provision for income taxes | 1,573 | 1,684 | 5,488 | 4,173 | ||||||||||||
| Net income | $ | 3,683 | $ | 4,375 | $ | 11,410 | $ | 10,280 | ||||||||
| Income per common share | ||||||||||||||||
| Basic | $ | 0.56 | $ | 0.67 | $ | 1.73 | $ | 1.57 | ||||||||
| Diluted | $ | 0.55 | $ | 0.66 | $ | 1.72 | $ | 1.56 | ||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | 6,552 | 6,505 | 6,540 | 6,493 | ||||||||||||
| Diluted | 6,594 | 6,548 | 6,584 | 6,529 | ||||||||||||
| OTHER CONSOLIDATED FINANCIAL DATA | Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||
| Operating Data: | 2015 | 2014 | 2015 | 2014 | ||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Gross margin | 32 | % | 33 | % | 32 | % | 30 | % | ||||||||
| SG&A expense as a percentage of sales | 22 | % | 21 | % | 21 | % | 21 | % | ||||||||
| Operating income as a percentage of sales | 10 | % | 11 | % | 11 | % | 9 | % | ||||||||
| Pre-tax income as a percentage of sales | 10 | % | 11 | % | 11 | % | 9 | % | ||||||||
| Effective tax rate | 30 | % | 28 | % | 32 | % | 29 | % | ||||||||
| Depreciation and amortization | $ | 809 | $ | 808 | $ | 2,256 | $ | 2,359 | ||||||||
| Capital expenditures | $ | 859 | $ | 761 | $ | 2,474 | $ | 2,135 | ||||||||
| Balance Sheet Data: | 7/31/2015 | 10/31/2014 | ||||||||||||||
| (unaudited) | ||||||||||||||||
| Working capital (excluding cash) | $ | 100,911 | $ | 90,105 | ||||||||||||
| Days sales outstanding (unaudited) | 49 | 45 | ||||||||||||||
| Inventory turns (unaudited) | 1.5 | 1.5 | ||||||||||||||
| Capitalization | ||||||||||||||||
| Total debt | $ | 1,611 | $ | 3,272 | ||||||||||||
| Shareholders' equity | 171,679 | 164,645 | ||||||||||||||
| Total | $ | 173,290 | $ | 167,917 | ||||||||||||
Hurco Companies, Inc.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
| July 31, | October 31, | |||||||
| 2015 | 2014 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 49,998 | $ | 53,846 | ||||
| Accounts receivable, net | 36,354 | 45,435 | ||||||
| Inventories, net | 111,978 | 95,992 | ||||||
| Deferred income taxes | 954 | 2,062 | ||||||
| Derivative assets | 2,399 | 3,127 | ||||||
| Prepaid expenses | 10,141 | 8,927 | ||||||
| Other | 1,521 | 1,365 | ||||||
| Total current assets | 213,345 | 210,754 | ||||||
| Property and equipment: | ||||||||
| Land | 782 | 782 | ||||||
| Building | 7,314 | 7,314 | ||||||
| Machinery and equipment | 22,982 | 19,432 | ||||||
| Leasehold improvements | 3,338 | 3,523 | ||||||
| 34,416 | 31,051 | |||||||
| Less accumulated depreciation and amortization | (22,126 | ) | (19,546 | ) | ||||
| 12,290 | 11,505 | |||||||
| Non-current assets: | ||||||||
| Software development costs, less accumulated amortization | 3,821 | 3,519 | ||||||
| Goodwill | 2,315 | 2,606 | ||||||
| Intangible assets, net | 1,327 | 1,635 | ||||||
| Other assets | 6,807 | 6,912 | ||||||
| $ | 239,905 | $ | 236,931 | |||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 43,032 | $ | 42,718 | ||||
| Derivative liabilities | 1,340 | 705 | ||||||
| Accrued expenses | 16,453 | 20,108 | ||||||
| Short-term debt | 1,611 | 3,272 | ||||||
| Total current liabilities | 62,436 | 66,803 | ||||||
| Non-current liabilities: | ||||||||
| Deferred income taxes | 1,111 | 993 | ||||||
| Accrued tax liability | 948 | 1,054 | ||||||
| Deferred credits and other obligations | 3,731 | 3,436 | ||||||
| Total liabilities | 68,226 | 72,286 | ||||||
| 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; 6,650,517 and 6,589,918 shares issued; and 6,551,718 and 6,508,880 shares outstanding, as of July 31, 2015 and October 31, 2014, respectively | 655 | 651 | ||||||
| Additional paid-in capital | 57,108 | 55,974 | ||||||
| Retained earnings | 121,482 | 111,580 | ||||||
| Accumulated other comprehensive loss | (7,566 | ) | (3,560 | ) | ||||
| Total shareholders' equity | 171,679 | 164,645 | ||||||
| $ | 239,905 | $ | 236,931 | |||||