UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K
(Mark One)
 
x	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended October 31, 2010 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	

Securities registered pursuant to Section 12(b) of the Act:	None	
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, No Par Value	
  	      (Title of Class)	

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.                                                                                                       Yes ¨  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d).                                                                                                       Yes ¨  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 at least the past 90 days.              Yes  x   No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨  Accelerated filer x   Non-accelerated filer ¨  Smaller Reporting Company ¨
                    (Do not check if a 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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ¨  No ¨
The aggregate market value of the registrant’s voting stock held by non-affiliates as of April 30, 2010 (the last day of our most recently completed second quarter) was $125,339,000.

The number of shares of the registrant’s common stock outstanding as of January 7, 2011 was 6,440,851.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Proxy Statement for its 2011 Annual Meeting of Shareholders (Part III).

 

 

Disclosure Concerning Forward-looking Statements

Certain statements made in this annual report on form 10-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements 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 risks, uncertainties and other factors include the risks identified in Item 1A.
 
PART I

Item 1.            BUSINESS

General

Hurco Companies, Inc. is an industrial technology company.  We design, manufacture and sell computerized machine tools, consisting primarily of vertical machining centers (mills) and turning centers (lathes), to companies in the metal working industry through a worldwide sales, service and distribution network.  Although our computer control systems and software products are proprietary, they predominantly use industry standard personal computer components.  Our computer control systems and software products are primarily sold as integral components of our computerized machine tool products.  As used in this report, the words “we”, “us”, “our”, “Hurco” and the “Company” refer to Hurco Companies, Inc. and its consolidated subsidiaries.

Since our founding in 1968, we have been a leader in the introduction of interactive computer control systems that automate manufacturing processes and improve productivity in the metal parts manufacturing industry. We pioneered the application of microprocessor technology and conversational programming software for use in machine tools.  Our computer control systems can be operated by both skilled and unskilled machine tool operators and yet are capable of instructing a machine to perform complex tasks.  The combination of microprocessor technology and patented interactive, conversational programming software in our computer control systems enables operators on the production floor to quickly and easily create a program for machining a particular part from a blueprint or computer aided design file and immediately begin machining that part.

Our executive offices and principal design and engineering operations are headquartered in Indianapolis, Indiana, USA.  Sales, application engineering and service subsidiaries are located in Canada, China, France, Germany, India, Italy, Poland, Singapore, South Africa, South Korea, and the United Kingdom. We have manufacturing operations in Taiwan and China, and distribution facilities in the USA, the Netherlands, and Singapore.

Our strategy is to design, manufacture and sell a comprehensive line of computerized machine tools that incorporate our proprietary, interactive, computer control technology for the global metalworking market.  Our technology is designed to enhance the machine tool user's productivity through ease of operation and higher levels of machine performance (speed, accuracy and surface finish quality).  We use an open system software architecture that permits our computer control systems and software to be produced and employed using standard PC hardware. We have emphasized a “user-friendly” design that employs both interactive conversational and graphical programming software. Each year we have expanded our product offering to meet customer needs, which has led us to design and manufacture more complex machining centers with advanced capabilities.  We bring a disciplined approach to strategically enter new geographic markets, as appropriate.  Combined with a strong worldwide demand for machine tools, our introduction of new, technologically advanced products and expansion into new markets resulted in significant growth between the beginning of fiscal 2003 and the end of fiscal 2008.  Since the beginning of fiscal 2009, that growth trend reversed sharply due to the impact of the recent global recession. While we incurred net losses during each quarter of fiscal 2010, we experienced improvement each consecutive quarter of this fiscal year as market conditions started to recover.

 
1

 

Industry
 
Machine tool products are considered capital goods, which makes them part of an industry that has historically been highly cyclical.
 
Although, industry association data for the U.S. machine tool market is available, that market accounts for only 6% of worldwide consumption.  Reports available for the U.S. machine tool market include:
 
 	·	United States Machine Tool Consumption – generated by the Association for Manufacturing Technology and American Machine Tool Distributor Association, this report includes metal cutting machines of all types and sizes, including segments in which we do not compete	

 	·	Purchasing Manager’s Index - developed by the Institute for Supply Management and reports activity levels in U.S. manufacturing plants that purchase machine tools	

 	·	Capacity Utilization of Manufacturing Companies – issued by the Federal Reserve Board	
 
A limited amount of information for foreign markets is available, and different reporting methodologies are used by various countries.  Machine tool consumption data published by Gardner Publications, Inc., calculates machine tool consumption annually by country.  It is important to note that data for foreign countries is based on government reports that may lag 6 to 12 months and therefore is unreliable for forecasting purposes.
 
Demand for capital equipment can fluctuate significantly during periods of changing economic conditions as experienced in the recent global recession that began in early fiscal 2009.  Manufacturers and suppliers of capital goods, such as us, are often the first to experience these changes in demand. Additionally, since our typical order backlog is approximately 30 to 45 days, it is difficult to estimate demand with any reasonable certainty. Therefore, we do not have the benefit of relying on the common leading indicators that are available to many other industries for market analysis and forecasting purposes.
 
Products
 
Our core products consist of general purpose computerized machine tools for the metal cutting industry.  These are, principally, vertical machining centers (mills) and turning centers (lathes), with which our proprietary software and computer control systems are fully integrated. We also produce computer control systems and related software for press brake applications that are sold as retrofit units for installation on existing or new press brake machines.   Additionally, we produce and distribute software options, control upgrades, hardware accessories, and replacement parts for our machine tool product lines, and we provide operator training and support services to our customers.
 
The following table sets forth the contribution of each of our product groups to our total sales and service fees during each of the past three fiscal years:

Net Sales and Service Fees by Product Category	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Dollars in thousands)	 	Year ended October 31,	 	
 	 	2010	 	 	2009	 	 	2008	 	
Continuing Products and Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Computerized Machine Tools	 	$	88,184	 	 	 	83.3	%	 	$	75,213	 	 	 	82.7	%	 	$	199,238	 	 	 	89.0	%	
Computer Control Systems and Software *	 	 	2,347	 	 	 	2.2	%	 	 	2,546	 	 	 	2.8	%	 	 	5,678	 	 	 	2.5	%	
Service Parts	 	 	10,798	 	 	 	10.2	%	 	 	8,851	 	 	 	9.7	%	 	 	13,240	 	 	 	5.9	%	
Service Fees	 	 	4,564	 	 	 	4.3	%	 	 	4,406	 	 	 	4.8	%	 	 	5,838	 	 	 	2.6	%	
Total	 	$	105,893	 	 	 	100	%	 	$	91,016	 	 	 	100	%	 	$	223,994	 	 	 	100	%	
* Amounts shown do not include computer control systems sold as integrated components of computerized machine tools.

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Computerized Machine Tools – Machining and Turning Centers

We design, manufacture and sell computerized machine tools equipped with a fully integrated interactive computer control system that features our WinMax ®  software. Our computer control system enables a machine tool operator to create complex two-dimensional or three-dimensional machining programs directly from an engineering drawing or computer aided design geometry file. An operator with little or no machine tool programming experience can successfully create a program with minimal training and begin machining the part in a short period of time.  The control features an operator console with a liquid crystal display (LCD), and incorporates an upgradeable personal computer (PC) platform using a high speed processor with solid rendering graphical programming.  In addition, WinMax ®  has a Windows ® * based operating system to enable users to improve shop floor flexibility and software productivity.

Companies using computer controlled machine tools are better able to:

 	•	maximize the efficiency of their human resources	

 	•	make more advanced and complex parts from a wide range of materials using multiple processes	

 	•	incorporate fast moving changes in technology into their operations to keep their competitive edge	

 	•	integrate into the global supply chain of their customers by supporting small to medium lot sizes for “just in time” initiatives	

Our Windows®* based control facilitates our ability to meet these customer needs. The familiar Windows®* operating system coupled with our intuitive conversational style of program creation allows our customers’ operators to create and edit part-making programs without incurring the incremental overhead of specialized computer aided design and computer aided manufacturing programmers. With the ability to transfer most computer aided design data directly into a Hurco program, programming time becomes minutes instead of hours.

Machine tool products today are being designed to meet the demand for machining complex parts with greater part accuracies.  Our proprietary controls with WinMax® software and high speed processors efficiently handle the large amounts of data these complex part-making programs require, which enables our customers to create parts with higher accuracy at faster speeds. We continue to add technology to our control design as it becomes available.

Our offering of machining centers, currently equipped with either a twin touch-screen console or a single touch-screen console, consists of the following six product lines:

VM Product Line

The VM product line consists of moderately priced vertical machining centers for the entry-level market. Their design premise of a machining center with a large work cube and a small footprint optimizes the use of available floor space. The VM line consists of five models in three sizes with X-axis (horizontal) travels of 26, 40, and 50 inches. The base prices of the VM machines range from $40,000 to $95,000.

VMX Product Line

The VMX product line consists of higher performing vertical machining centers aimed at manufacturers that require greater part accuracy. It is our flagship series of machining centers. The VMX line consists of fourteen models in seven sizes with X-axis travels of 24, 30, 42, 50, 60, 64, and 84 inches. The base prices of VMX machines range from $50,000 to $200,000.

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Five-Axis Product Line

The five-axis product line is targeted at manufacturers seeking to produce complex multi-sided parts in a single setup. Machines in this product line can yield significant productivity gains for manufacturers  that previously had to process each side of a part separately.  Due to growing market demand for increased processing efficiency, we continued to focus on five-axis technology in fiscal 2010. In total, we have nine five-axis machining centers to offer customers. The base prices of the five-axis machines range from $100,000 to $250,000.

TM/TMM Product Line

Since its introduction in fiscal 2005, we have continued to expand the TM turning center (horizontal slant-bed lathe) product line. The TM series is designed for entry-level job shops and contract manufacturers seeking efficient processing of small to medium lot sizes. The TM is offered in four models TM6, TM8, TM10 and the new TM18L turning center, which accommodates parts as long as 79 inches that are commonly required in the growing energy sector and the aerospace sector.  We added motorized tooling on the lathe turret to further enhance the capability of the TM turning centers and designated it as the TMM product line.  These turning centers with live tooling allow our customers to complete a number of secondary milling, drilling and tapping operations while the part is still held in the chuck after the turning operations are complete, which provides significant productivity gains. We offer two TMM models.  The base prices of the TM/TMM machines range from $40,000 to $225,000.

TMX Product Line

The TMX product line consists of high performance turning centers.  We added two TMX models in fiscal 2010, which means we have six TMX models. Two of the models are equipped with an additional axis and motorized live tooling, and two models have an additional spindle. The base prices of TMX turning centers range from $85,000 to $180,000.

Specialty Product Lines

This category includes three product series: the dual column DCX Series, the zone VTXZ Series, and the horizontal HTX Series. The zone VTXZ machining center is designed for production flexibility. The VTXZ can work as a dual work zone machine to support continuous production or a single zone to produce long, structural parts. Both the DCX Series and VTXZ Series are designed to facilitate production of large parts and molds often required by the aerospace and energy industries. The horizontal machining center (HTX) is also included in this category as it facilitates efficient and accurate machining of complex production parts. The base prices of these machines range from $240,000 to $350,000.

*Windows® is a registered trademark of Microsoft Corporation.

Computer Control Systems and Software

The following machine tool computer control systems and software products are sold directly to end-users and/or to original equipment manufacturers.

Autobend®

Autobend® computer control systems are applied to metal bending press brake machines that form parts from sheet metal and steel plate.  They consist of a microprocessor-based computer control and back gauge (an automated gauging system that determines where the bend will be made).  We have manufactured and sold the Autobend ®  product line since 1968.  We currently market two models of our Autobend ®  computer control systems for press brake machines, in combination with six different back gauges, through distributors to end-users as retrofit units for installation on existing or new press brake machines, as well as to original equipment manufacturers and importers.

4

 

Software Products
 
In addition to our standard computer control features, we offer software option products for two-dimensional programming.  These products are sold to users of our computerized machine tools equipped with our twin touch-screen or single touch-screen consoles featuring WinMax ®  control software.  The options include: Swept Surface, SelectSurface Finish Quality (SFQ), DXF Transfer, UltiMonitor TM , UltiMotion TM , UltiPocket TM , Conversational Part and Tool Probing, Advanced Verification Graphics, and Simultaneous Five-Axis Contouring.
 
Our Swept Surface software option simplifies programming of 3D contours and significantly reduces programming time.

SelectSurface Finish Quality (SFQ) lets the customer control surface finish quality and run time in one easy step.

The DXF Transfer software option can increase operator productivity because it eliminates manual data entry of part features by transferring AutoCAD TM  drawing files directly into our computer control or into our desktop programming software, WinMax ®  Desktop.

UltiMonitor is a web-based productivity, management and service tool, enabling customers to monitor, inspect and receive notifications about their Hurco machines from any location where they can access the internet.  Customers can transfer part designs, receive event notifications via email or text, access diagnostic data, monitor the machine via webcam and communicate with the machine operator.

UltiMotion uses software-based motion control which is more efficient than conventional hardware-based motion control. This software-based motion control system provides significant cycle time reductions, minimizes machine jerk, and increases the quality of the part’s surface finish.

UltiPocketTM automatically calculates the tool path around islands, eliminating the arduous task of plotting these shapes.  Islands can also be rotated, scaled and repeated.

Conversational Part and Tool Probing options permit the computerized dimensional measurement of machined parts and the associated cutting tools.  This “on-machine” technique improves the throughput of the measurement process when compared to traditional “off-machine” approaches.

The Advanced Verification Graphics feature significantly reduces both scrap and programming time because it provides customers with a three-dimensional solid rendering of the part, including dynamic rotation. This feature allows a customer to view the rendered part from any angle without needing to redraw it.

Simultaneous Five-Axis Contouring software enables a five-axis machine to command motion concurrently on all axes. This allows the user to create continuous tool-paths along complex geometries with only a single machine/part setup, providing increased productivity along with the performance benefits of using shorter cutting tools. The sale of simultaneous five-axis contouring software is subject to government export licensing requirements.

Parts and Service
 
Our service organization provides installation, warranty, operator training and customer support for our products on a worldwide basis.  In the United States, our principal distributors have primary responsibility for machine installation and warranty service and support for product sales.  Our service organization also sells software options, computer control upgrades, accessories and replacement parts for our products.  Our after-sales parts and service business strengthens our customer relationships and provides continuous information concerning the evolving requirements of end-users.

5

 

Manufacturing
 
Our computerized metal cutting machine tools are manufactured to our specifications primarily by our wholly owned subsidiary in Taiwan, Hurco Manufacturing Limited (HML).  HML conducts final assembly operations and is supported by a network of contract suppliers of components and sub-assemblies who manufacture components for our products in accordance with our proprietary designs, quality standards and cost specifications.  Our manufacturing facility in Ningbo, China, focuses on the machining of castings to support HML’s production in Taiwan as well as producing VM and TM machines specifically for the Chinese market.
 
We have a contract manufacturing agreement for computer control systems with Hurco Automation, Ltd., a Taiwanese company in which we have a 35% ownership interest.  This company produces all of our computer control systems to our specifications, sources industry standard computer components and our proprietary parts, performs final assembly and conducts test operations.

We work closely with our subsidiaries, key component suppliers and our minority-owned affiliate to ensure that their production capacity will be sufficient to meet the projected demand for our machine tool products.  Many of the key components used in our machines can be sourced from multiple suppliers. However, any prolonged interruption of operations or significant reduction in the capacity or performance capability at any of our manufacturing facilities, or at any of our key component suppliers, could have a material adverse effect on our operations.

Marketing and Distribution
 
We sell our products through more than 100 independent agents and distributors throughout North America, Europe and Asia.  Although some distributors carry competitive products, we are the primary line for the majority of our distributors globally.  We also have direct sales personnel in Canada, China, France, Germany, India, Italy, Poland, Singapore, South Africa, South Korea, the United Kingdom and certain parts of the United States, which are among the world's principal machine tool consuming markets.
 
Approximately 94% of the worldwide demand for computerized machine tools and computer control systems is outside the United States.  In fiscal 2010, more than 70% of our revenues were from overseas customers.  No single end-user or distributor of our products accounted for more than 5% of our total sales and service fees.

The end-users of our products are precision tool, die and mold manufacturers, independent metal parts manufacturers, and specialized production application or prototype departments within large manufacturing companies.  Industries served include aerospace, defense, medical equipment, energy, automotive/transportation, electronics and computer equipment.

We also sell our Autobend® computer control systems to original equipment manufacturers of new metal fabrication machine tools who integrate them with their own products prior to the sale of those products to their own customers, to retrofitters of used metal fabrication machine tools who integrate them with those machines as part of the retrofitting operation, and to end-users who have an installed base of metal fabrication machine tools, either with or without related computer control systems.

Demand

We believe demand for our products is driven by advances in industrial technology and the related demand for automated process improvements.

Other factors affecting demand include:

 	•	the need to continuously improve productivity and shorten cycle time	

 	•	an aging machine tool installed base that will require replacement with more advanced and efficient technology created by shorter product life cycles	

 	•	the industrial development of emerging markets in Asia and Eastern Europe	

 	•	the declining supply of skilled machinists	

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Demand for our products is also highly dependent upon economic conditions and the general level of business confidence, as well as such factors as production capacity utilization and changes in governmental policies regarding tariffs, corporate taxation, and other investment incentives. For additional information regarding recent economic conditions and their impact on our results of operations and financial condition, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Competition

We compete with many other machine tool producers in the United States and foreign countries.  Most of our competitors are larger and have greater financial resources than our company.  Major worldwide competitors include Deckel Maho Gildemeister Group (DMG), Mori Seiki Co., Ltd., Mazak, Haas Automation, Inc., Hardinge, Doosan, Okuma Machinery Works Ltd., Milltronics, and MAG Industrial Automation Systems.
 
We strive to compete effectively by developing patented software and other proprietary features that offer enhanced productivity, technological capabilities and ease of use.  We offer our products in a range of prices and capabilities to target a broad potential market.  We also believe that our competitiveness is aided by our reputation for reliability and quality, our strong international sales and distribution organization, and our extensive customer service organization. 
Intellectual Property

We consider our products to be proprietary.  Various features of our control systems and machine tools employ technologies covered by patents and trademarks that are material to our business.  We also own additional patents covering new technologies that we have acquired or developed, and that we are planning to incorporate into our control systems in the future.

Research and Development
 
In the fiscal years set forth below, non-capitalized research and development expenditures for new products and significant product improvements and expenditures related to software development projects that were capitalized were as follows (in thousands):

Fiscal Year	 	Non-capitalized
research and
development	 	 	Capitalized
software
development	 	
2010	 	$	2,200	 	 	$	1,200	 	
2009	 	 	2,500	 	 	 	2,000	 	
2008	 	 	3,000	 	 	 	900	 	
Employees

We had approximately 440 full-time employees at the end of fiscal 2010, none of whom were covered by a collective-bargaining agreement or represented by a union.  We have experienced no employee-generated work stoppages or disruptions and we consider our employee relations to be satisfactory.

Geographic Areas

Financial information about geographic areas in which we sell our products is set forth in Note 14 of Notes to Consolidated Financial Statements.

Some of the risks of doing business on a global basis are described in Item 1A. Risk Factors below.

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Backlog

For information on orders and backlog, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Availability of Reports and Other Information

Our website can be found at www.hurco.com.  We make available on this website, free of charge, access to our annual, quarterly and current reports and other documents filed by us with the Securities and Exchange Commission (SEC) as soon as reasonably practical after the filing date.  These reports can also be obtained at the SEC’s Public Reference Room at 100 F Street, NE Washington, DC 20549.

Item 1A.        RISK FACTORS

In this section we describe what we believe to be the material risks related to our business.  The risks and uncertainties described below or elsewhere in this report are not the only ones to which we are exposed. Additional risks and uncertainties not presently known and/or risks we currently deem immaterial may also adversely affect our business and operations. If any of the developments included in the following risks were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected.

The recent global recession has adversely affected overall demand and our customers’ ability to purchase our products and services.

The recent global recession and the overall decline in economic activity reduced our sales substantially from pre-recession levels.  In addition, banks and other lenders limited the ability of many businesses, including our customers, to access the credit markets. For additional information regarding recent economic conditions and their impact on our results of operations and financial condition, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.  Although we have seen potential signs of economic recovery and are currently experiencing substantial increases in revenues and new orders, there can be no assurance that there will be a sustained recovery or that our performance will return to pre-recession levels.

The cyclical nature of our business causes fluctuations in our operating results.

The machine tool industry is highly cyclical and changes in demand can occur abruptly in the geographic markets we serve.  As a result of this cyclicality, we have experienced significant fluctuations in our sales, which, in periods of reduced demand, have adversely affected our results of operations and financial condition.

Our international operations pose additional risks that may adversely impact sales and earnings.

During fiscal 2010, more than 70% of our revenues were derived from sales to customers located outside the United States.  In addition, our manufacturing facilities are located outside of the United States.  Our international operations are subject to a number of risks, including:

 	·	trade barriers	

 	·	regional economic uncertainty	

 	·	differing labor regulation	

 	·	governmental expropriation	

 	·	domestic and foreign customs and tariffs	

 	·	current and changing regulatory environments affecting the importation and exportation of products and raw materials	

 	·	difficulty in obtaining distribution support	

 	·	difficulty in staffing and managing widespread operations	

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 	·	differences in the availability and terms of financing	

 	·	political instability and unrest	

 	·	changes in tax regulations and rates in foreign countries	

Quotas, tariffs, taxes or other trade barriers could require us to change manufacturing sources, reduce prices, increase spending on marketing or product development, withdraw from or not enter certain markets or otherwise take actions that could be adverse to us.  Also, in some foreign jurisdictions, we may be subject to laws limiting the right and ability of entities organized or operating therein to pay dividends or remit earnings to affiliated companies unless specified conditions are met.  These factors may adversely affect our future operating results.  The vast majority of our products are shipped from our manufacturing facility in Taiwan from the Port of Taichung to three ports of destination: Los Angeles, California, Venlo, the Netherlands, and Singapore.  Changes in customs requirements, as a result of national security or other constraints put upon these ports, may also have an adverse impact on our results of operations.

We depend on limited sources for our products.

Our wholly owned subsidiary in Taiwan, Hurco Manufacturing Ltd. (HML), produces the vast majority of our machine tools.  An  unplanned interruption in manufacturing at HML would have a material adverse effect on our results of operations and financial condition.  Such an interruption could result from a change in the political environment in Taiwan or a natural disaster, such as an earthquake, typhoon, or tsunami. Any interruption in service by one of our key component suppliers, if prolonged, also could have a material adverse effect on our results of operations and financial condition.

Fluctuations in the exchange rates between the U.S. Dollar and any of several foreign currencies can increase our costs and decrease our revenues.

Our foreign sales generate more than 70% of our revenues, which are invoiced and received in several foreign currencies, primarily the Euro and Pound Sterling. Therefore, our results of operations and financial condition are affected by fluctuations in exchange rates between these currencies and the U.S. Dollar, both for purposes of actual conversion and for financial reporting purposes. In addition, we are exposed to exchange risk associated with our purchases of materials and components for our Taiwan manufacturing operations, which are primarily made in the New Taiwan Dollar.  We hedge our foreign currency exposure with the purchase of forward exchange contracts. These hedge contracts only mitigate the impact of changes in foreign currency rates that occur during the term of the related contract period and carry risks of counter-party failure.  There can be no assurance that our hedges will have the intended effects.  Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1 of Notes to Consolidated Financial Statements for the impact of translation of foreign currencies and hedging on our consolidated financial statements.

Our competitive position and prospects for growth may be diminished if we are unable to develop and introduce new and enhanced products on a timely basis that are accepted in the market.

The machine tool industry is subject to technological change, evolving industry standards, changing customer requirements, and improvements in and expansion of product offerings. Our ability to anticipate changes in technology, industry standards, customers’ requirements and competitors’ product offerings and to develop and introduce new and enhanced products on a timely basis that are accepted in the market, are significant factors in maintaining and improving our competitive position and growth prospects.  If the technologies or standards used in our products become obsolete or fail to gain widespread commercial acceptance, our business would be materially adversely affected. Although we believe that we have the technological capabilities to remain competitive, developments by others may render our products or technologies obsolete or noncompetitive.

 
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We compete with larger companies that have greater financial resources, and our business could be harmed by competitors’ actions.

The markets in which our products are sold are extremely competitive and highly fragmented. In marketing our products, we compete with other manufacturers in terms of quality, reliability, price, value, delivery time, service and technological characteristics. We compete with a number of U.S., European and Asian competitors, most of which are larger, have substantially greater financial resources and are supported by governmental or financial institution subsidies and therefore may have competitive advantages over us. While we believe our product lines compete effectively, our financial resources are limited compared to those of most of our competitors, making it challenging to remain competitive.

Fluctuations in the price of raw materials, especially steel and iron, could adversely affect our sales, costs and profitability.

We manufacture products with a high iron and steel content for which worldwide prices have been increasing. The availability and price for these and other raw materials are subject to volatility due to worldwide supply and demand forces, speculative actions, inventory levels, exchange rates, production costs and anticipated or perceived shortages. In some cases, those cost increases can be passed on to customers in the form of price increases; in other cases they cannot. If the prices of raw materials increase and we are not able to charge our customers higher prices to compensate, our results of operations would be adversely affected.

Due to future changes in technology, changes in market demand, or changes in market expectations, portions of our inventory may become obsolete or excess.

The technology within our products changes and generally new versions of machines are brought to market, in three-year to five-year cycles. The phasing out of an old product involves estimating the amount of inventory to hold to satisfy the final demand for those machines and to satisfy future repair part needs. Based on changing customer demand and expectations of delivery times for repair parts, we may find that we have either obsolete or excess inventory on hand. Because of unforeseen future changes in technology, market demand or competition, we might have to write off unusable inventory, which would adversely affect our results of operations.

We may make acquisitions that could disrupt our operations and harm our operating results.

Although we have no current plans for any material acquisitions, we may seek to expand our product offerings or the markets we serve by acquiring other companies, product lines, technologies and personnel.  Acquisitions involve numerous risks, including the following:

 	·	difficulties integrating the operations, technologies, products, and personnel of the acquired companies	

 	·	diversion of management’s attention from normal daily operations of the business	

 	·	potential difficulties completing projects associated with in-process research and development	

 	·	difficulties entering markets in which we have no or limited prior experience, especially when competitors in such markets have stronger market positions	

 	·	initial dependence on unfamiliar supply chains or relatively small supply partners	

 	·	insufficient revenues to offset increased expenses associated with acquisitions	

 	·	the potential loss of key employees of the acquired companies	

Acquisitions may also cause us to:

 	·	issue common stock that would dilute our current shareholders’ percentage ownership	

 	·	assume liabilities	

 	·	record goodwill and non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges	

10

 

 	·	incur amortization expenses related to certain intangible assets	

 	·	incur large and immediate write-offs, and restructuring and other related expenses	

 	·	become subject to litigation	

Mergers and acquisitions are inherently risky. No assurance can be given that our acquisitions will be successful. Further, no assurance can be given that acquisitions will not adversely affect our business, operating results, or financial condition. Failure to manage and successfully integrate acquisitions could harm our business and operating results in a material way. Even when an acquired company has already developed and marketed products, there can be no assurance that product enhancements will be made in a timely manner or that pre-acquisition due diligence will identify all possible issues that might arise with respect to such products.

Risks related to new product development also apply to acquisitions. For additional information, please see the risk factor above entitled, “Due to future changes in technology, changes in market demand, or changes in market expectations, portions of our inventory may become obsolete or excess.”

Assets may become impaired, requiring us to record a significant charge to earnings.

We review our assets for indications of impairment when events or changes in circumstances indicate the carrying value may not be recoverable.  We could be required to record a significant charge to earnings in our financial statements for the period in which any impairment of these assets is determined, which would adversely affect our results of operations for that period.

The Company may experience negative or unforeseen tax consequences.

The Company may experience negative or unforeseen tax consequences.  The Company reviews the probability of the realization of our net deferred tax assets each period based on forecasts of taxable income in both the U.S. and foreign jurisdictions.  This review uses historical results, projected future operating results based upon approved business plans, eligible carryforward periods, tax-planning opportunities and other relevant considerations.  Adverse changes in the profitability and financial outlook in the U.S. or foreign jurisdictions may require the creation of a valuation allowance to reduce our net deferred tax assets.  Such changes could result in material non-cash expenses in the period in which the changes are made and could have a material adverse impact on the Company’s results of operations and financial condition.

Our continued success depends on our ability to protect our intellectual property.

Our future success depends in part upon our ability to protect our intellectual property.  We rely principally on nondisclosure agreements, other contractual arrangements, trade secret law, trademark registration and patents to protect our intellectual property.  However, these measures may be inadequate to protect our intellectual property from infringement by others or prevent misappropriation of our proprietary rights.  In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do U.S. laws.  Our inability to protect our proprietary information and enforce our intellectual property rights through infringement proceedings could have a material adverse effect on our business, financial condition and results of operations.

The unplanned loss of current members of our senior management team and other key personnel may adversely affect our operating results.

The unexpected loss of senior management or other key personnel could impair our ability to carry out our business plan. We believe that our future success will depend in part on our ability to attract and retain highly skilled and qualified personnel. The loss of senior management or other key personnel may adversely affect our operating results as we incur costs to replace the departed personnel and potentially lose opportunities in the transition of important job functions.

 
11

 

Item 1B.      UNRESOLVED STAFF COMMENTS
 
None.
 
Item 2.         PROPERTIES

The following table sets forth the principal use, location, and size of each of our facilities:

Principal Uses	 	Locations	 	Square Footage	 	
 	 	 	 	 	 	
Corporate headquarters, design and engineering, product testing, sales and marketing, application engineering and customer service.	 	Indianapolis, Indiana, USA   (1)	 	 	165,000	 	
 	 	 	 	 	 	 	
Manufacturing	 	Taichung, Taiwan	 	 	229,100	 	
 	 	Ningbo, China	 	 	61,200	 	
 	 	 	 	 	 	 	
Sales, design engineering, product testing and customer service.	 	Dexter, Michigan, USA	 	 	3,000	 	
 	 	 	 	 	 	 	
Sales, application engineering & customer service.	 	Mississauga, Canada	 	 	3,600	 	
 	 	High Wycombe, England	 	 	 12,000	 	
 	 	Benoni, South Africa	 	 	2,500	 	
 	 	Paris and Toulouse, France	 	 	11,100	 	
 	 	Munich,  Hagen and Roedermark, Germany	 	 	24,200	 	
 	 	Milan, Italy	 	 	10,800	 	
 	 	Tegelen, the Netherlands	 	 	800	 	
 	 	South Korea	 	 	700	 	
 	 	Singapore	 	 	6,300	 	
 	 	Shanghai, China	 	 	8,000	 	
 	 	Guangzhou, China	 	 	4,000	 	
 	 	Ningbo, China	 	 	3,200	 	
 	 	Chennai, India	 	 	6,100	 	
 	 	Liegnitz, Poland	 	 	2,900	 	
 	 	Grand Rapids, Michigan, USA	 	 	5,000	 	
 	 	Ball Ground, Georgia, USA	 	 	2,300	 	
 	 	 	 	 	 	 	
Warehouse, distribution, sales, application engineering and customer service.	 	Los Angeles, California, USA	 	 	13,100	 	

 	(1)	Approximately 50,000 square feet is leased to a third-party under a lease, which expires October 31, 2011.	
 
We own the Indianapolis facility and lease all other facilities.  The leases have terms expiring at various dates ranging from February 2011 to May 2017.  We believe that all of our facilities are well maintained and are adequate for our needs now and in the foreseeable future.  We do not believe that we would experience any difficulty in replacing any of the present facilities if any of our leases were not renewed at expiration.

12

 
 
Item 3.           LEGAL PROCEEDINGS
 
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 financial position or results of operations.

Item 4.            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Executive Officers of the Registrant

Executive officers are elected each year by the Board of Directors at the first board meeting following the Annual Meeting of Shareholders to serve during the ensuing year and until their respective successors are elected and qualified.  There are no family relationships between any of our executive officers or between any of them and any of the members of the Board of Directors.

The following information sets forth as of October 31, 2010, the name of each executive officer and his or her age, tenure as an officer, principal occupation and business experience for the last five years:
 
Name	 	Age	 	Position(s) with the Company	
 	 	 	 	 	
Michael Doar	 	55	 	Chairman of the Board, Chief Executive Officer and President	
 	 	 	 	 	
John G. Oblazney	 	42	 	Vice President, Secretary, Treasurer and Chief Financial Officer	
 	 	 	 	 	
John P. Donlon	 	53	 	Executive Vice President, Worldwide Sales and Service	
 	 	 	 	 	
Sonja K. McClelland	 	39	 	Corporate Controller, Assistant Secretary	
 	 	 	 	 	
Gregory S. Volovic	 	46	 	Executive Vice President of Technology and Operations	
 
Michael Doar was elected Chairman of the Board and Chief Executive Officer on November 14, 2001, and President upon the resignation of Jim Fabris effective October 31, 2009.  Mr. Doar had held various management positions with Ingersoll Milling Machine Company from 1989 until 2001.  Mr. Doar has been a director of Hurco since 2000.

John G. Oblazney was elected Vice President, Secretary, Treasurer and Chief Financial Officer in September 2006.  Prior to joining us, Mr. Oblazney served as the Chief Financial Officer of Carrier Corporation’s Light Commercial Business, a division of United Technologies Corporation, since December 2005. Prior to that, Mr. Oblazney served in various other financial positions with Carrier Corporation from 2000 to 2005.  Prior to joining Carrier Corporation, Mr. Oblazney was employed for six years with Cooper Industries and employed for three years by an international public accounting firm.

John P. Donlon has been employed by us since April 2010 as Executive Vice President, Worldwide Sales and Service.  Prior to joining us, Mr. Donlon served as the Vice President of Sales for Yaskawa America Robotics since 2008. From 2004 to 2008, Mr. Donlon served as the Vice President of Sales and Marketing for Ansaldo STS, a worldwide supplier of automation technologies to the rail industry. Earlier in his career, Mr. Donlon held executive sales and management positions with other multi-national companies including Honeywell and ABB, and he has significant international experience in the emerging markets of China, Russia and Brazil.

Sonja K. McClelland has been employed by us since September 1996 and was elected Corporate Controller, Assistant Secretary in November 2004.  Ms. McClelland served as Corporate Accounting Manager from September 1996 to 1999, then as Division Controller for Hurco USA from September 1999 to November 2004.  Prior to joining us, Ms. McClelland was employed for three years by an international public accounting firm.

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Gregory S. Volovic has been employed by us since March 2005 and has been Executive Vice President of Technology and Operations since October 2009.  Mr. Volovic previously held the position of Executive Vice President, Software & Engineering.  Prior to joining us, Mr. Volovic held various positions with Thomson, Inc. including Director of E-Business, Engineering, and Information Technology. Prior to that, Mr. Volovic was employed by Unisys Corporation.

PART II

Item 5.          MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
                     OF EQUITY SECURITIES

Our common stock is traded on the Nasdaq Global Select Market under the symbol “HURC”.  The following table sets forth the high and low sale prices of the shares of our common stock for the periods indicated, as reported by the Nasdaq Global Select Market.

 	 	2010	 	 	2009	 	
Fiscal Quarter Ended:	 	High	 	 	Low	 	 	High	 	 	Low	 	
January 31	 	$	18.59	 	 	$	13.83	 	 	$	24.68	 	 	$	11.81	 	
April 30	 	 	20.18	 	 	 	16.11	 	 	 	16.97	 	 	 	8.30	 	
July 31	 	 	19.50	 	 	 	14.29	 	 	 	19.89	 	 	 	12.01	 	
October 31	 	 	19.15	 	 	 	15.53	 	 	 	20.45	 	 	 	15.26	 	

On January 7, 2011, the closing price of our common stock on the Nasdaq Global Select Market was $24.90.

We do not currently pay dividends on our common stock and intend to continue to retain earnings for working capital and capital expenditures.

There were 175 holders of record of our common stock as of January 7, 2011.

During the period covered by this report, we did not sell any equity securities that were not registered under the Securities Act of 1933, as amended.

The disclosure under the caption “Equity Compensation Plan Information” is included in Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

14

 

Item 6.           SELECTED FINANCIAL DATA

The Selected Financial Data presented below has been derived from our consolidated financial statements for the years indicated and should be read in conjunction with the consolidated financial statements and related notes set forth elsewhere herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 	 	Year Ended October 31	 	
 	 	2010	 	 	2009	 	 	2008	 	 	2007	 	 	2006	 	
Statement of Operations Data:	 	(Dollars in thousands, except per share amounts)	 	
Sales and service fees	 	$	105,893	 	 	$	91,016	 	 	$	223,994	 	 	$	188,047	 	 	$	148,517	 	
Gross profit	 	 	21,796	 	 	 	25,828	 	 	 	82,617	 	 	 	71,082	 	 	 	53,325	 	
Selling, general and administrative expenses	 	 	29,837	 	 	 	30,874	 	 	 	46,811	 	 	 	40,124	 	 	 	30,697	 	
Operating income (loss)	 	 	(8,041	)	 	 	(5,046	)	 	 	35,806	 	 	 	30,958	 	 	 	22,628	 	
Other income (expense)	 	 	(818	)	 	 	1,234	 	 	 	(1,640	)	 	 	1,742	 	 	 	745	 	
Net income (loss)	 	 	(5,744	)	 	 	(2,321	)	 	 	22,520	 	 	 	20,889	 	 	 	15,479	 	
Earnings (loss) per common share- diluted	 	 	(0.89	)	 	 	(0.36	)	 	 	3.49	 	 	 	3.24	 	 	 	2.42	 	
Weighted average common shares outstanding-diluted	 	 	6,441	 	 	 	6,429	 	 	 	6,444	 	 	 	6,440	 	 	 	6,397	 	

 	 	As of October 31	 	
 	 	2010	 	 	2009	 	 	2008	 	 	2007	 	 	2006	 	
Balance Sheet Data:	 	(Dollars in thousands)	 	
Current assets	 	$	136,208	 	 	$	118,264	 	 	$	151,312	 	 	$	139,265	 	 	$	103,434	 	
Current liabilities	 	 	42,240	 	 	 	20,807	 	 	 	51,129	 	 	 	63,215	 	 	 	44,340	 	
Working capital	 	 	93,968	 	 	 	97,457	 	 	 	100,183	 	 	 	76,050	 	 	 	59,094	 	
Current ratio	 	 	3.2	 	 	 	5.7	 	 	 	3.0	 	 	 	2.2	 	 	 	2.3	 	
Total assets	 	 	160,346	 	 	 	144,743	 	 	 	177,444	 	 	 	163,781	 	 	 	125,545	 	
Non-current liabilities	 	 	3,366	 	 	 	3,560	 	 	 	2,838	 	 	 	2,963	 	 	 	5,830	 	
Total debt	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,010	 	
Shareholders’ equity	 	 	114,740	 	 	 	120,376	 	 	 	123,477	 	 	 	97,603	 	 	 	75,375	 	

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Item 7.           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 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.

Until the recent global recession, we had experienced a period of sustained growth in sales and earnings due to the strong worldwide demand for machine tools, the expansion of our product line to include higher-priced and higher-margin products, increased customer acceptance of our products, and the strength of our selling and manufacturing operations outside the United States.  The recession adversely affected our operational performance and its lingering effects have reduced global demand for machine tools.

The market for machine tools is international in scope.  We have both significant foreign sales and foreign manufacturing operations.  During fiscal 2009, approximately 66% of our revenues were attributable to customers located in Europe and 6% of our sales were attributable to customers located in Asia.  During fiscal 2010, 62% of our revenues were attributable to customers in Europe and 12% of our sales were attributable to customers in Asia, reflecting increased market demand in the Asia Pacific region where we sell more of our entry-level, lower-priced machines, but where we also encounter competitive price pressures. In contrast, in Europe, we typically sell our higher performance VMX series machines at higher prices and margins.  We sell our products through more than 100 independent agents and distributors in countries throughout North America, Europe and Asia.  We also have our own direct sales and service organizations in Canada, China, France, Germany, India, Italy, Poland, Singapore, South Africa, South Korea, the United Kingdom and certain parts of the United States.  The vast majority of our machine tools are manufactured to our specifications primarily by our wholly owned subsidiary in Taiwan, Hurco Manufacturing Limited (HML).  Machine castings and components to support HML’s production are manufactured at our facility in Ningbo, China.  We also manufacture machine tools for the Chinese market at the Ningbo plant.

Our sales to foreign customers are denominated, and payments by those customers are made, in the prevailing currencies—primarily the Euro and Pound Sterling—in the countries in which those customers are located. Our product costs are incurred and paid primarily in the New Taiwan Dollar and the U.S. Dollar.  Changes in currency exchange rates may have a material effect on our operating results and consolidated balance sheets as reported under U.S. Generally Accepted Accounting Principles.  For example, when the U.S. Dollar 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.

16

 

In response to the global recession, beginning in the fourth quarter of fiscal 2008, we implemented various cost saving initiatives that ultimately served to reduce expenses by an amount in excess of $15 million annually, while staying committed to our strategic plan of technological development, product innovation and increased penetration of developing markets.  We also implemented an inventory reduction plan that allowed us the flexibility to cut back our production for a period of twelve months to a level substantially lower than that prevailing during the previous three years in order to bring inventory levels in line with demand.

Based upon our current inventory position and order levels, we have increased our production levels to be in line with the current trend of increasing order demand.   Our ability to invest in our sales organization and product development during the worst economic downturn in the history of the machine tool industry, should allow us to capitalize on this increasing demand.

Recently we have had a significant upturn in our business.  During the fourth quarter of fiscal 2010, orders were 80% higher than in the fourth quarter of fiscal 2009.  Sales for the fourth quarter of fiscal 2010 were 50% above those in the fourth quarter of fiscal 2009 and represented the fifth consecutive quarter of increased sales.  The improvement in sales, combined with an increase in the number of higher performance VMX series machines sold in Europe, raised our gross margin rate for the fourth quarter of fiscal 2010 to 24.4%, compared to a gross margin rate of 18.7% for the combined first three quarters of fiscal 2010.

Results of Operations

The following table presents, for the fiscal years indicated, selected items from the Consolidated Statements of Operations expressed as a percentage of our worldwide sales and service fees and the year-to-year percentage changes in the dollar amounts of those items.

 	 	Percentage of Revenues	 	 	Year-to-Year % Change	 	
 	 	2010	 	 	2009	 	 	2008	 	 	Increase (Decrease)	 	
 	 	 	 	 	 	 	 	 	 	 	’10 vs. ’09	 	 	’09 vs. ’08	 	
Sales and service fees	 	 	100.0	%	 	 	100.0	%	 	 	100.0	%	 	 	16.3	%	 	 	(59.4	)%	
Gross profit	 	 	20.6	%	 	 	28.4	%	 	 	36.9	%	 	 	(15.6	)%	 	 	(68.7	)%	
Selling, general and administrative expenses	 	 	28.2	%	 	 	33.9	%	 	 	20.9	%	 	 	(3.4	)%	 	 	(34.0	)%	
Operating income (loss)	 	 	(7.6	)%	 	 	(5.5	)%	 	 	16.0	%	 	 	(59.4	)%	 	 	(114.1	)%	
Other income (expense)	 	 	(0.8	)%	 	 	1.4	%	 	 	(0.7	)%	 	 	(166.3	)%	 	 	175.2	%	
Net income (loss)	 	 	(5.4	)%	 	 	(2.6	)%	 	 	10.1	%	 	 	(147.5	)%	 	 	(110.3	)%	

Fiscal 2010 Compared to Fiscal 2009

Sales and Service Fees. Annual sales and service fees for fiscal 2010 were $105.9 million, an increase of $14.9 million, or 16.3%, from fiscal 2009.  There was no material impact on the year-over-year increase due to foreign currency translation.

Since the beginning of fiscal 2009, our net sales have been materially adversely affected by the global recession as customers deferred or eliminated investments in capital equipment. Additionally, customers who might otherwise have been willing to purchase capital goods found it difficult to obtain financing due to the contraction of the credit markets.  We consider the increase in net sales we experienced in fiscal 2010 as an indication of a broader global recovery.  However, economic conditions in the United States and Europe remain uncertain and it remains to be seen when we will be able to return to our pre-recession performance.

 
17

 

Net Sales and Service Fees by Geographic Region

The following table sets forth net sales and service fees by geographic region for the fiscal years ended October 31, 2010 and 2009 (in thousands):
 	 	October 31,	 	 	Increase (Decrease)	 	
 	 	2010	 	 	2009	 	 	Amount	 	 	%	 	
North America	 	$	27,818	 	 	 	26.3	%	 	$	25,652	 	 	 	28.2	%	 	$	2,167	 	 	 	8.4	%	
Europe	 	 	65,678	 	 	 	62.0	%	 	 	60,132	 	 	 	66.1	%	 	 	5,547	 	 	 	9.2	%	
Asia Pacific	 	 	12,397	 	 	 	11.7	%	 	 	5,232	 	 	 	5.7	%	 	 	7,163	 	 	 	136.9	%	
Total	 	$	105,893	 	 	 	100.0	%	 	$	91,016	 	 	 	100.0	%	 	$	14,877	 	 	 	16.3	%	

The significant percentage increase in sales in the Asia Pacific region during fiscal 2010 was primarily the result of substantially increased market penetration in China and India, strong demand for our entry-level, lower-priced machines, as well as continued growing demand in the other Asia Pacific territories.  In fiscal 2010, unit shipments decreased 5% in North America, increased by 10% in Europe and 157% in Asia compared to fiscal 2009.

Net Sales and Service Fees by Product Category

The following table sets forth net sales and service fees by product category for the years ended October 31, 2010 and 2009 (in thousands):

 	 	October 31,	 	 	Increase	 	
 	 	2010	 	 	2009	 	 	Amount	 	 	%	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Computerized Machine Tools	 	$	88,184	 	 	 	83.3	%	 	$	75,213	 	 	 	82.6	%	 	$	12,971	 	 	 	17.2	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Service Fees, Parts and Other	 	 	17,709	 	 	 	16.7	%	 	 	15,803	 	 	 	17.4	%	 	$	1,906	 	 	 	12.1	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Total	 	$	105,893	 	 	 	100.0	%	 	$	91,016	 	 	 	100.0	%	 	$	14,877	 	 	 	16.3	%	
 
Orders and Backlog.  New order bookings in fiscal 2010, were $115.3 million, an increase of $34.7 million, or 43.1%, over the prior year.  Approximately half of the year-over-year increase in orders occurred in the fourth quarter of fiscal 2010, reflecting strong customer demand in all geographic sales regions.  Orders increased in North America by $8.9 million, or 38%, in Europe by $14.8 million, or 28%, and in the Asia Pacific region by $11.0 million, or by 288%, in each case as compared to fiscal 2009.  Orders for fiscal 2010 as a whole were unfavorably affected by approximately $281,000, or 0.8%, compared to fiscal 2009 due to changes in currency exchange rates.  Unit orders increased 25% in North America, 27% in Europe and 281% in the Asia Pacific region.   Backlog was $15.6 million at October 31, 2010, compared to $6.3 million at October 31, 2009.  We do not believe backlog is a useful measure of past performance or indicative of future performance.  Backlog orders as of October 31, 2010 are expected to be fulfilled in fiscal 2011.

Gross Profit.  Gross profit for fiscal 2010 was 20.6%, compared to 28.4% for fiscal 2009.  The decrease in profit as a percentage of sales was the result of higher allocated fixed costs per machine as machines we sold during the period were produced at a time of reduced production levels.  Also contributing to the decrease in gross profit was a product mix that included a greater amount of our entry-level machines that were in high demand in the Asia Pacific region where competitive price pressure is a strong factor.

Operating Expenses.  Selling, general and administrative expenses were $29.8 million for fiscal 2010, a decrease of $1.0 million, or 3.4%, from fiscal 2009.  These reductions reflect the benefits of cost reduction initiatives implemented during the recession.

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Operating Income (Loss). We incurred an operating loss for fiscal 2010 of $8.0 million, or 7.6% of sales, compared to operating loss of $5.0 million, or 5.5% of sales, in fiscal 2009.   The increase in the operating loss year-over-year was primarily the result of higher allocated fixed costs per machine due to reduced production levels.  Also contributing to the increase in operating loss was a product mix that included a greater amount of our entry-level machines that were in high demand in the Asia Pacific region.

Other (Income) Expense.  The $2.1 million decrease in other income for fiscal 2010 in comparison to fiscal 2009 was primarily due to net realized gains of $2.0 million in fiscal 2009 from cash flow hedges of forecasted inter-company sales and purchases that became ineffective as we reduced production levels during that year.

Provision (Benefit) for Income Taxes.  Our effective tax rate for fiscal 2010 was a benefit of 35.2%, compared to a benefit of 39.1% for fiscal 2009.  The change in the effective tax rate was primarily due to the net impact of recording a valuation allowance on our state net operating loss carryforwards and the reversal of tax reserves for uncertain tax positions taken in previous years now expiring due to statutes of limitations.  We regularly review our recent results and projected future results of operations, as well as other relevant factors, to reconfirm the likelihood that our state net operating loss carryforwards in each tax jurisdiction would be fully recoverable.

Net Income (Loss).  Net loss for fiscal 2010 was $5.7 million, or $0.89 per diluted share, which is a decrease of $3.4 million from fiscal 2009 net loss of $2.3 million, or $0.36 per diluted share.

Fiscal 2009 Compared to Fiscal 2008

Sales and Service Fees. Annual sales and service fees for fiscal 2009 were $91.0 million, a decrease of $133.0 million, or 59.4%, from fiscal 2008 as a result of the global recession.  Of this decrease, $7.9 million was attributable to the unfavorable effect of a strengthening U.S. Dollar on currency translation.

Beginning in early fiscal 2009, our net sales were materially adversely affected by the global recession as customers deferred or eliminated investments in capital equipment. Additionally, customers who might otherwise have been willing to purchase capital goods found it difficult to obtain financing due to the contraction of the credit markets.

Net Sales and Service Fees by Geographic Region

The following table sets forth net sales and service fees by geographic region for the years ended October 31, 2009 and 2008 (in thousands):
 	 	October 31,	 	 	Increase (Decrease)	 	
 	 	2009	 	 	2008	 	 	Amount	 	 	%	 	
North America	 	$	25,652	 	 	 	28.2	%	 	$	48,373	 	 	 	21.6	%	 	$	(22,721	)	 	 	(47.0	)%	
Europe	 	 	60,132	 	 	 	66.1	%	 	 	163,807	 	 	 	73.1	%	 	 	(103,675	)	 	 	(63.3	)%	
Asia Pacific	 	 	5,232	 	 	 	5.7	%	 	 	11,814	 	 	 	5.3	%	 	 	(6,582	)	 	 	(55.7	)%	
Total	 	$	91,016	 	 	 	100.0	%	 	$	223,994	 	 	 	100.0	%	 	$	(132,978	)	 	 	(59.4	)%	
 
The significant decreases in net sales in all three geographic regions reflected the depth and scope of the global recession.  During fiscal 2009, adverse economic conditions had the greatest impact on our European sales region, the primary market for our more expensive, higher-margin machines. The European sales region accounted for 66% of sales in fiscal 2009 and 73% in fiscal 2008.  In fiscal 2009, unit shipments decreased by 58% in Europe and 55% in North America and Asia from fiscal 2008 levels.

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Net Sales and Service Fees by Product Category

The following table sets forth net sales and service fees by product category for the years ended October 31, 2009 and 2008 (in thousands):

 	 	October 31,	 	 	Increase	 	
 	 	2009	 	 	2008	 	 	Amount	 	 	%	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Computerized Machine Tools	 	$	75,213	 	 	 	82.6	%	 	$	199,238	 	 	 	88.9	%	 	$	(124,025	)	 	 	(62.2	)%	
Service Fees, Parts and Other	 	 	15,803	 	 	 	17.4	%	 	 	24,756	 	 	 	11.1	%	 	 	(8,953	)	 	 	(36.2	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	91,016	 	 	 	100.0	%	 	$	223,994	 	 	 	100.0	%	 	$	(132,978	)	 	 	(59.4	)%	

Sales of computerized machine tools totaled $75.2 million in fiscal 2009, a decrease of $124.0 million, or 62.2%, as a result of the impact of the global recession on the machine tool market.

Orders and Backlog.  New order bookings in fiscal 2009, were $80.6 million, a decrease of $131.9 million, or 62.1%, from the prior year.  This decrease was consistent with the global decline in demand, which was primarily driven by a decline in European orders, which were down $100.8 million, or 65%. Fiscal 2009 orders in North America decreased $23.9 million, or 51%, and orders in the Asia Pacific sales region decreased $7.2 million, or 65%.  Orders for fiscal 2009 compared to fiscal 2008 were unfavorably affected by approximately $6.9 million, or 5.2%, due to changes in currency exchange rates.  Unit orders decreased 60% in Europe, 58% in North America and 61% in the Asia Pacific region.   Backlog was $6.3 million at October 31, 2009, compared to $15.7 million at October 31, 2008.  We do not believe backlog is a useful measure of past performance or indicative of future performance.  Backlog orders as of October 31, 2009 were fulfilled in fiscal 2010.

Gross Profit.  Gross profit for fiscal 2009 was 28.4%; a decrease from the 36.9% profit margin realized in the corresponding 2008 period, reflecting the impact of lower sales of higher-performance VMX machines in the European sales region, the impact of fixed costs on lower sales and production volume, and competitive pricing pressures on a global basis.
 
Operating Expenses. Selling, general and administrative expenses were $30.9 million for fiscal 2009, a decrease of $15.9 million, or 34%, from fiscal 2008.  These reductions reflect lower sales commissions, the benefit of cost reduction initiatives, and the favorable effect of a stronger U.S. Dollar in 2009 when translating foreign operating expenses to U.S. Dollars for financial reporting purposes, partially offset by severance expense of $780,000.
 
Operating Income (Loss).  We incurred an operating loss for fiscal 2009 of $5.0 million, or (5.5%) of sales, compared to operating income of $35.8 million, or 16.0% of sales, in fiscal 2008.   The loss was primarily due to the significant decline in our sales, particularly those of our higher-performance VMX machines in the European sales region.  Also contributing to the loss was the impact of fixed costs on lower sales and production volume, and competitive pricing pressures on a global basis.

Other (Income) Expense.  The $2.9 million increase in other income for fiscal 2009 in comparison to fiscal 2008 was primarily due to net realized gains of $2.0 million from cash flow hedges of forecasted inter-company sales and purchases that became ineffective as production levels steeply declined during the fiscal year.

Provision (Benefit) for Income Taxes.  The effective tax rate for fiscal 2009 was a benefit of 39.1%, compared to a provision of 34.1% for fiscal 2008.  The change in the effective tax rate was primarily due to tax credits and the reversal of tax reserves due to expiring statutes of limitations.
 
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Net Income (Loss).  Net loss for fiscal 2009 was $2.3 million, or ($0.36) per diluted share, which is a decrease of $24.8 million from fiscal 2008 net income of $22.5 million, or $3.49 per diluted share.

Liquidity and Capital Resources
 
At October 31, 2010, we had cash and cash equivalents of $48.3 million compared to $28.8 million at October 31, 2009.  This increase in cash was primarily the result of reducing finished goods inventory, lower production levels and increased sales.
 
Approximately 66.5% of the $48.3 million of cash and cash equivalents is denominated in U.S. Dollars.  The remaining balances are denominated in the local currencies of our various foreign entities and are subject to fluctuations in currency exchange rates.

Working capital, excluding cash, was $45.7 million at October 31, 2010, compared to $68.7 million at October 31, 2009.  The reduction in working capital, excluding cash, was primarily due to a decrease in finished goods inventory and an increase in accounts payable.

Inventories were $55.9 million at October 31, 2010, compared to $60.3 million at October 31, 2009.  The $4.4 million decrease was due to a combination of lower production levels and increased sales, which allowed us to reduce our finished goods inventory by $15.2 million or 36%.  As a result of the increase in orders during the second half of fiscal 2010, we increased production to reflect changes in customer demand and reduce our backlog.  This increase in production has increased work-in-process inventory by $9.6 million, or 270%.  We continuously adjust production levels to reflect changes in customer demand.

Capital expenditures were $1.8 million in fiscal 2010, $3.7 million in fiscal 2009, and $5.5 million in fiscal 2008.  Capital expenditures for 2010 were primarily for software development projects and an integrated computer system.  We funded these expenditures with cash flow from operations.
 
At October 31, 2010, we had no debt or borrowings outstanding under any of our bank credit facilities.
 
We believe our cash resources will permit us to stay committed to our strategic plan of product innovation and targeted penetration of developing markets despite the lingering effects of the recent global recession.  During the recession we significantly reduced our production levels and implemented cost saving initiatives that improved our cash position and limited our net losses.

Although we have not made any significant acquisitions in the recent past, we continue to receive and review information on businesses and assets, including intellectual property assets, which are available for purchase.  Because we have had four consecutive quarters of net losses, our domestic credit agreement has restrictions on us making acquisitions, declaring and paying dividends, and incurring additional indebtedness.  These restrictions will remain in effect as long as this cumulative loss position exists.

Contractual Obligations and Commitments

The following is a table of contractual obligations and commitments as of October 31, 2010 (all amounts in thousands):

Payments Due by Period	 	
 	 	Total	 	 	Less than
1 Year	 	 	1-3
Years	 	 	3-5
Years	 	 	More
than 5
Years	 	
Operating Leases	 	$	5,061	 	 	$	2,329	 	 	$	2,173	 	 	$	463	 	 	$	96	 	
Other	 	 	1,031	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,031	 	
Total	 	$	6,092	 	 	$	2,329	 	 	$	2,173	 	 	$	463	 	 	$	1,127	 	
 
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In addition to the contractual obligations and commitments disclosed above, we also have a variety of other obligations for the procurement of materials and services, none of which subject us to any material non-cancelable commitments.  While some of these obligations arise under long-term supply agreements, we are not committed under these agreements to accept or pay for requirements that are not needed to meet our production needs.  We have no material minimum purchase commitments or “take-or-pay” type agreements or arrangements.  Unrecognized tax benefits in the amount of approximately $196,000 have been excluded from the table above because we are unable to determine a reasonably reliable estimate of the timing of future payment.

We expect capital spending in fiscal 2011 to be approximately $3.2 million, which includes investments for capitalized software, capital equipment and costs to continue implementation of our integrated computer system.  We will fund these commitments with cash on hand and cash generated from operations.

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.  At October 31, 2010, 32 such guarantees were outstanding totaling approximately $1.7 million in guaranteed financing.  Upon shipment, the customer has the risk of ownership.  The customer does not obtain title until they have paid for the machine.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles.  The preparation of financial statements in conformity with those accounting principles require us to make judgments and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes.  Those judgments and estimates have a significant effect on the financial statements because they result primarily from the need to make estimates about the effects of matters that are inherently uncertain.  Actual results could differ from those estimates.  Our accounting policies, including those described below, are frequently evaluated as our judgment and estimates are based upon historical experience and on various other assumptions that are believed to be reasonable under the circumstances.

Revenue Recognition - We recognize revenue from sales of our machine tool systems upon delivery of the product to the customer, which is normally at the time of shipment, because persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and determinable and collectability is reasonably assured.  In certain foreign locations, we retain title after shipment under a “retention of title” clause solely to protect collectability.   The retention of title is similar to Uniform Commercial Code (“UCC”) filings in the United States and provides the creditor with additional rights to the machine if the customer fails to pay.  Revenue recognition at the time of shipment is appropriate in this instance as long as all risks of ownership have passed to the buyer.  Our computerized machine tools are general-purpose computer controlled machine tools that are typically used in stand-alone operations.  Transfer of ownership and risk of loss are not contingent upon contractual customer acceptance.  Prior to shipment, we test each machine to ensure the machine’s compliance with standard operating specifications as listed in our sales literature.

Depending upon geographic location, after shipment, a machine may be installed at the customer’s facilities by a distributor, independent contractor or by one of our service technicians.  In most instances where a machine is sold through a distributor, we have no installation involvement.  If sales are direct or through sales agents, we will typically complete the machine installation, which consists of the reassembly of certain parts that were removed for shipping and the re-testing of the machine to ensure that it is performing within the standard specifications.  We consider the machine installation process to be inconsequential and perfunctory.

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Service fees from maintenance contracts are deferred and recognized in earnings on a pro rata basis over the term of the contract.  Sales related to software products are recognized when shipped.  The software does not require production, modification or customization and at the time of shipment persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and determinable and collectability is reasonably assured.

Inventories – We determine at each balance sheet date how much, if any, of our inventory may ultimately prove to be unsalable or unsalable at its carrying cost.  Reserves are established to effectively adjust the carrying value of such inventory to net realizable value.  To determine the appropriate level of valuation reserves, we evaluate current stock levels in relation to historical and expected patterns of demand for all of our products.  We evaluate the need for changes to valuation reserves based on market conditions, competitive offerings and other factors on a regular basis.

Income Taxes - We record income taxes under Financial Accounting Standards Board’s (FASB) guidance related to accounting for income taxes.  This guidance utilizes the liability method for computing deferred income taxes.  Under this method, the amount of taxes currently payable or refundable are accrued and deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for realizable loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates in each jurisdiction in effect for the year in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in our Consolidated Statements of Operations in the period that includes the enactment date.

The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws.  Our provision for income taxes reflects a combination of income earned and taxed at the federal and state level in the U.S., as well as in various foreign jurisdictions.  We have not provided for any U.S. income taxes on the undistributed earnings of our foreign subsidiaries or equity method investments based upon our determination that such earnings will be indefinitely reinvested abroad.

As part of our financial reporting process, we must assess the likelihood that our deferred tax assets can be recovered.  If recovery is not likely, the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated not to be ultimately recoverable.  In the process, certain relevant criteria are evaluated including the existence of deferred tax liabilities that can be used to absorb deferred tax assets, the taxable income in prior carryback years that can be used to absorb net operating losses and credit carrybacks, tax planning strategies, and taxable income in future years.  Our judgment regarding future profitability may change due to future market conditions, changes in U.S. or foreign tax laws and other factors.  These changes, if any, may require material adjustments to these deferred tax assets and an accompanying reduction or increase in net income in the period when such determinations are made.

In addition to the risks to the effective tax rate described above, the future effective tax rate reflected in forward-looking statements is based on currently effective tax laws.  Significant changes in those laws could materially affect these estimates.

Capitalized Software Development Costs – Costs incurred to develop new computer software products and significant enhancements to software features of existing products are capitalized as required by FASB guidance relating to accounting for the costs of computer software to be sold, leased, or otherwise marketed, and amortized over the estimated product life of the related software.  The determination as to when in the product development cycle technological feasibility has been established, and the expected product life, require judgments and estimates by management and can be affected by technological developments, innovations by competitors and changes in market conditions affecting demand.  We periodically review the carrying values of these assets and make judgments as to ultimate realization considering the above-mentioned risk factors.

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Derivative Financial Instruments – Critical aspects of our accounting policy for derivative financial instruments include conditions that require that critical terms of a hedging instrument are essentially the same as a hedged forecasted transaction.  Another important element of our policy demands that formal documentation be maintained as required by FASB guidance relating to accounting for derivative instruments and hedging activities.  Failure to comply with these conditions would result in a requirement to recognize changes in market value of hedge instruments in earnings.  We routinely monitor significant estimates, assumptions, and judgments associated with derivative instruments, and compliance with formal documentation requirements.

Stock Compensation – We account for share-based compensation according to FASB guidance relating to share based payments, which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors based on estimated fair values on the grant date.  This guidance requires that we estimate the fair value of share-based awards on the date of grant and recognize as expense the value of the portion of the award that is ultimately expected to vest over the requisite service period.

24

 

Item 7a.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Interest Rate Risk

We had no borrowings outstanding under our bank credit facilities at October 31, 2010 and have not borrowed from our bank credit facilities since February 2005.  Note 4 of Notes to Consolidated Financial Statements sets forth the terms of our current credit facilities.

Foreign Currency Exchange Risk

In fiscal 2010, we derived more than 70% of our revenues from foreign markets.  All of our computerized machine tools and computer control systems, as well as certain proprietary service parts, are sourced by our U.S.-based engineering and manufacturing division and re-invoiced to our foreign sales and service subsidiaries, primarily in their functional currencies.

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

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

Forward contracts for the sale or purchase of foreign currencies as of October 31, 2010, which are designated as cash flow hedges under FASB guidance related to accounting for derivative instruments and hedging activities were as follows:

 	 	 	 	 	 	 	 	Contract Amount at	 	 	
 	 	Notional	 	 	Weighted	 	 	Forward Rates in	 	 	
 	 	Amount	 	 	Avg.	 	 	U.S. Dollars	 	 	
Forward	 	in Foreign	 	 	Forward	 	 	Contract	 	 	October 31,	 	Maturity	
Contracts	 	Currency	 	 	Rate	 	 	Date	 	 	2010	 	Dates	
Sale Contracts:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Euro	 	 	20,875,000	 	 	 	1.3195	 	 	$	27,543,690	 	 	$	28,937,664	 	Nov 2010-Oct 2011	
Sterling	 	 	4,205,000	 	 	 	1.5373	 	 	$	6,464,410	 	 	$	6,725,763	 	Nov 2010-Oct 2011	
Purchase Contracts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Taiwan Dollar	 	 	884,000,000	 	 	 	30.75	*	 	$	28,751,939	 	 	$	29,201,543	 	Nov 2010-Oct 2011	
*NT Dollars per U.S. Dollar

25

 

Forward contracts for the sale or purchase of foreign currencies as of October 31, 2010, 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	 	 	
 	 	Notional	 	 	Weighted	 	 	Rates in	 	 	
 	 	Amount in	 	 	Avg.	 	 	U.S. Dollars	 	 	
 	 	Foreign	 	 	Forward	 	 	Contract	 	 	October 31,	 	 	
Forward Contracts	 	Currency	 	 	Rate	 	 	Date	 	 	2010	 	Maturity Dates	
Sale Contracts:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Euro	 	 	6,043,892	 	 	 	1.3773	 	 	$	8,324,386	 	 	$	8,389,553	 	Nov 2010 – Mar 2011	
Pound Sterling	 	 	469,366	 	 	 	1.5688	 	 	$	736,345	 	 	$	751,749	 	Nov 2010	
Canadian Dollar	 	 	438,485	 	 	 	0.9657	 	 	$	423,453	 	 	$	429,273	 	Dec 2010	
South African Rand	 	 	3,714,740	 	 	 	0.1391	 	 	$	516,761	 	 	$	523,283	 	Jan 2011	
Singapore Dollar	 	 	1,638,828	 	 	 	0.7132	 	 	$	1,168,755	 	 	$	1,265,795	 	Mar 2011	
Purchase Contracts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Taiwan Dollar	 	 	325,443,155	 	 	 	30.41	*	 	$	10,702,938	 	 	$	10,647,022	 	Nov 2010 – Dec 2010	
*  NT Dollars per U.S. Dollar

We are exposed to foreign currency exchange risk related to our investment in net assets in foreign countries.   To manage this risk, we entered into 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 the FASB guidance related to the accounting for derivatives instruments and hedging activities.  The forward method requires all changes in the fair value of the forward 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 matured on November 24, 2009 and we entered into a new forward contract for the same notional amount.  As of October 31, 2010, we had a realized loss of $23,000 and an unrealized gain of $189,000, net of tax, recorded as cumulative translation adjustments in Accumulated Other Comprehensive Loss, related to these forward contracts.

Forward contracts for the sale or purchase of foreign currencies as of October 31, 2010, 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	 	 	October 31,
2010	 	Maturity Date	
Sale Contracts:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Euro	 	 	3,000,000	 	 	 	1.4896	 	 	$	4,468,800	 	 	$	4,168,230	 	Nov 2010	

26

 

Management’s Annual Report on Internal Control Over Financial Reporting

To the Shareholders and
Board of Directors
of Hurco Companies, Inc.:

Management of Hurco Companies, Inc. (the “Company”), has assessed the effectiveness of internal controls over financial reporting as of October 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Management is responsible for these   financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting.

Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In management’s opinion, the Company’s internal controls over financial reporting as of October 31, 2010, are effective based on the criteria specified above.

Our independent registered accounting firm, Ernst & Young LLP, who also audited our consolidated financial statements, audited the effectiveness of our internal control over financial reporting as of October 31, 2010.  Ernst & Young has issued their attestation report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.

/s/ Michael Doar	
Michael Doar,
Chairman of the Board, Chief Executive Officer and President

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

/s/ Sonja K. McClelland	
Sonja K. McClelland
Corporate Controller, Assistant Secretary
(Principal Accounting Officer)

Indianapolis, Indiana
January 12, 2011

27

 

Item 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Directors
of Hurco Companies, Inc.

We have audited the accompanying consolidated balance sheets of Hurco Companies, Inc. as of October 31, 2010 and 2009 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the years then ended. Our audits also included the financial statement schedule listed at Item 15(a) for each of the two years in the period ended October 31, 2010.  These financial statements and schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hurco Companies, Inc. as of October 31, 2010 and 2009, and the consolidated  results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.  Also, in our opinion, the related financial statement schedule for each of the two years in the period ended October 31, 2010, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Hurco Companies, Inc.’s internal control over financial reporting as of October 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Commission of Sponsoring Organizations of the Treadway Commission and our report dated January 12, 2011 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Indianapolis, Indiana
January 12, 2011

28

 

Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Directors
of Hurco Companies, Inc.

We have audited Hurco Companies, Inc.’s internal control over financial reporting as of October 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).  Hurco Companies, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.   Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with the generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Hurco Companies, Inc. maintained, in all material respects effective internal control over financial reporting as of October 31, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of October 31, 2010 and 2009 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the years then ended of Hurco Companies, Inc. and our report dated January 12, 2011 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Indianapolis, Indiana
January 12, 2011
 
29

 
Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Directors of
Hurco Companies, Inc.

We have audited the accompanying consolidated statements of operations, cash flows and changes in shareholders’ equity of Hurco Companies, Inc. for the year ended October 31, 2008.  In connection with our audit of the consolidated financial statements, we have also audited the consolidated financial statement schedule listed in the index under Item 15(a) as it relates to the information for the year ended October 31, 2008.  Hurco Companies, Inc. management is responsible for these financial statements and the financial statement schedule.  Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of Hurco Companies, Inc.’s operations and its cash flows for the year ended October  31, 2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related consolidated financial statement schedule, when considered in relation to the 2008 basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Crowe Horwath LLP

Indianapolis, Indiana
January 12, 2009

30

 

HURCO COMPANIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

 	 	Year Ended October 31	 	
 	 	2010	 	 	2009	 	 	2008	 	
 	 	(In thousands, except per share amounts)	 	
Sales and service fees	 	$	105,893	 	 	$	91,016	 	 	$	223,994	 	
Cost of sales and service	 	 	84,097	 	 	 	65,188	 	 	 	141,377	 	
Gross profit	 	 	21,796	 	 	 	25,828	 	 	 	82,617	 	
Selling, general and administrative expenses	 	 	29,837	 	 	 	30,874	 	 	 	46,811	 	
Operating income (loss)	 	 	(8,041	)	 	 	(5,046	)	 	 	35,806	 	
Interest expense	 	 	49	 	 	 	35	 	 	 	63	 	
Interest income	 	 	86	 	 	 	190	 	 	 	542	 	
Investment income	 	 	14	 	 	 	16	 	 	 	465	 	
Earnings (losses) from equity investments	 	 	(149	)	 	 	(326	)	 	 	12	 	
Other (income) expense, net	 	 	720	 	 	 	(1,389	)	 	 	2,596	 	
Income (loss) before income taxes	 	 	(8,859	)	 	 	(3,812	)	 	 	34,166	 	
Provision (benefit) for income taxes	 	 	(3,115	)	 	 	(1,491	)	 	 	11,646	 	
Net income (loss)	 	$	(5,744	)	 	$	(2,321	)	 	$	22,520	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per common share – basic	 	$	(0.89	)	 	$	(0.36	)	 	$	3.51	 	
Weighted average common shares outstanding – basic	 	 	6,441	 	 	 	6,429	 	 	 	6,415	 	
Earnings (loss) per common share – diluted	 	$	(0.89	)	 	$	(0.36	)	 	$	3.49	 	
Weighted average common shares outstanding – diluted	 	 	6,441	 	 	 	6,429	 	 	 	6,444	 	

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

31

 

HURCO COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS

 	 	As of October 31	 	
 	 	2010	 	 	2009	 	
 	 	( In thousands, except share and per share data)	 	
ASSETS	 	 	 	
Current assets:	 	       	 	
Cash and cash equivalents	 	$	48,255	 	 	$	28,782	 	
Accounts receivable, less allowance for doubtful accounts of  $497 in 2010 and $809 in 2009	 	 	20,114	 	 	 	13,988	 	
Refundable taxes	 	 	5,093	 	 	 	7,121	 	
Inventories, net	 	 	55,866	 	 	 	60,281	 	
Deferred income taxes, net	 	 	2,467	 	 	 	2,670	 	
Derivative assets	 	 	905	 	 	 	376	 	
Other	 	 	3,508	 	 	 	5,046	 	
Total current assets	 	 	136,208	 	 	 	118,264	 	
 	 	 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	
Land	 	 	782	 	 	 	782	 	
Building	 	 	7,116	 	 	 	7,116	 	
Machinery and equipment	 	 	15,095	 	 	 	14,995	 	
Leasehold improvements	 	 	2,183	 	 	 	2,021	 	
 	 	 	25,176	 	 	 	24,914	 	
Less accumulated depreciation and amortization	 	 	(13,424	)	 	 	(11,802	)	
 	 	 	11,752	 	 	 	13,112	 	
Software development costs, less accumulated amortization	 	 	6,042	 	 	 	6,503	 	
Investments and other assets, net	 	 	6,344	 	 	 	6,864	 	
 	 	$	160,346	 	 	$	144,743	 	
 	 	 	 	 	 	 	 	 	
LIABILITIES AND SHAREHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	28,715	 	 	$	7,920	 	
Accounts payable-related parties	 	 	1,679	 	 	 	342	 	
Accrued expenses and other	 	 	8,132	 	 	 	9,025	 	
Accrued warranty expenses	 	 	1,591	 	 	 	1,286	 	
Derivative liabilities	 	 	2,123	 	 	 	2,234	 	
Total current liabilities	 	 	42,240	 	 	 	20,807	 	
 	 	 	 	 	 	 	 	 	
Non-current liabilities:	 	 	 	 	 	 	 	 	
Deferred income taxes, net	 	 	2,335	 	 	 	2,570	 	
Deferred credits and other	 	 	1,031	 	 	 	990	 	
 	 	 	3,366	 	 	 	3,560	 	
Commitments and contingencies	 	 	 	 	 	 	 	 	
Shareholders’ equity:	 	 	 	 	 	 	 	 	
Preferred stock: no par value per share, 1,000,000 shares authorized, no shares issued	 	 	 —	 	 	 	 —	 	
Common stock: no par value, $.10 stated value per share, 13,250,000 shares authorized and 6,440,851 shares issued and outstanding	 	 	644	 	 	 	644	 	
Additional paid-in capital	 	 	52,144	 	 	 	52,003	 	
Retained earnings	 	 	63,824	 	 	 	69,568	 	
Accumulated other comprehensive loss	 	 	(1,872	)	 	 	(1,839	)	
Total shareholders’ equity	 	 	114,740	 	 	 	120,376	 	
 	 	$	160,346	 	 	$	144,743	 	

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

32

 

HURCO COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 	 	Year Ended October 31	 	
 	 	2010	 	 	2009	 	 	2008	 	
 	 	(In thousands)	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(5,744	)	 	$	(2,321	)	 	$	22,520	 	
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Provision for doubtful accounts	 	 	(312	)	 	 	131	 	 	 	(73	)	
Changes in deferred income taxes	 	 	(216	)	 	 	(2,824	)	 	 	1,048	 	
Equity in (income) loss of affiliates	 	 	149	 	 	 	326	 	 	 	(12	)	
Foreign currency (gain) loss	 	 	1,927	 	 	 	(6,422	)	 	 	8,184	 	
Unrealized (gain) loss on derivatives	 	 	(624	)	 	 	4,058	 	 	 	(3,886	)	
Depreciation and amortization	 	 	3,804	 	 	 	3,295	 	 	 	3,023	 	
Stock-based compensation	 	 	141	 	 	 	246	 	 	 	535	 	
Change in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
(Increase) decrease in accounts receivable and refundable taxes	 	 	(4,047	)	 	 	14,262	 	 	 	(6,260	)	
(Increase) decrease in inventories	 	 	4,154	 	 	 	11,409	 	 	 	(11,832	)	
Increase (decrease) in accounts payable	 	 	21,114	 	 	 	(20,524	)	 	 	(7,649	)	
Increase (decrease) in accrued expenses	 	 	(398	)	 	 	(9,610	)	 	 	3,304	 	
Net change in derivative assets and liabilities	 	 	(174	)	 	 	3,261	 	 	 	(2,158	)	
Other	 	 	1,978	 	 	 	3,230	 	 	 	(6,583	)	
Net cash provided by (used for) operating activities	 	 	21,752	 	 	 	(1,483	)	 	 	161	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Proceeds from sale of property and equipment	 	 	40	 	 	 	239	 	 	 	17	 	
Purchase of property and equipment	 	 	(632	)	 	 	(1,679	)	 	 	(4,580	)	
Purchase of investments	 	 	—	 	 	 	—	 	 	 	(9,100	)	
Sale of investments	 	 	—	 	 	 	6,674	 	 	 	12,100	 	
Software development costs	 	 	(1,216	)	 	 	(2,020	)	 	 	(934	)	
Other proceeds (investments)	 	 	50	 	 	 	(889	)	 	 	(80	)	
Net cash provided by (used for) investing activities	 	 	(1,758	)	 	 	2,325	 	 	 	(2,577	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from exercise of stock options	 	 	—	 	 	 	26	 	 	 	36	 	
Proceeds from exercise of common stock options	 	 	—	 	 	 	43	 	 	 	151	 	
Net cash provided by financing activities	 	 	—	 	 	 	69	 	 	 	187	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash	 	 	(521	)	 	 	1,477	 	 	 	(1,137	)	
Net increase (decrease) in cash	 	 	19,473	 	 	 	2,388	 	 	 	(3,366	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at beginning of year	 	 	28,782	 	 	 	26,394	 	 	 	29,760	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at end of year	 	$	48,255	 	 	$	28,782	 	 	$	26,394	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Supplemental disclosures:	 	 	 	 	 	 	 	 	 	 	 	 	
  Cash paid for (refunds of):	 	 	 	 	 	 	 	 	 	 	 	 	
Interest	 	$	18	 	 	$	4	 	 	$	—	 	
Income taxes, net	 	$	(6,211	)	 	$	3,844	 	 	$	15,790	 	

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

33

 

HURCO COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 	 	Common Stock	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Dollars in thousands)	 	Shares Issued
&
Outstanding	 	 	Amount	 	 	Additional
Paid-In
Capital	 	 	Retained
Earnings	 	 	Accumulated
Other
Comprehensive
Income
(Loss)	 	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Balances, October 31, 2007	 	 	6,392,220	 	 	 	639	 	 	 	50,971	 	 	 	49,369	 	 	 	(3,376	)	 	 	97,603	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	 	—	 	 	 	—	 	 	 	—	 	 	 	22,520	 	 	 	—	 	 	 	22,520	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Translation of foreign currency financial statements	 	 	 —	 	 	 	   —	 	 	 	   —	 	 	 	 —	 	 	 	(3,747	)	 	 	(3,747	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gain of derivative instruments, net of tax	 	 	 —	 	 	 	   —	 	 	 	   —	 	 	 	 —	 	 	 	 6,581	 	 	 	 6,581	 	
Unrealized loss on investments, net of tax	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(202	)	 	 	(202	)	
Comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25,152	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exercise of common stock options	 	 	28,631	 	 	 	3	 	 	 	148	 	 	 	—	 	 	 	—	 	 	 	151	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from exercise of stock options	 	 	—	 	 	 	—	 	 	 	36	 	 	 	—	 	 	 	—	 	 	 	36	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation expense	 	 	—	 	 	 	—	 	 	 	535	 	 	 	—	 	 	 	—	 	 	 	535	 	
Balances, October 31, 2008	 	 	6,420,851	 	 	 	642	 	 	$	51,690	 	 	 	71,889	 	 	 	(744	)	 	 	123,477	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(2,321	)	 	 	—	 	 	 	(2,321	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Translation of foreign currency financial statements	 	 	 —	 	 	 	   —	 	 	 	   —	 	 	 	 —	 	 	 	 2,716	 	 	 	  2,716	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Realized gains on derivative instruments reclassified into operations, net of tax of $366	 	 	 —	 	 	 	   —	 	 	 	   —	 	 	 	 —	 	 	 	 623	 	 	 	  623	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized loss of derivative instruments, net of tax $(2,706)	 	 	 —	 	 	 	   —	 	 	 	   —	 	 	 	 —	 	 	 	(4,434	)	 	 	(4,434	)	
Comprehensive loss	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(3,416	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exercise of common stock options	 	 	20,000	 	 	 	2	 	 	 	41	 	 	 	—	 	 	 	—	 	 	 	43	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from exercise of stock options	 	 	—	 	 	 	—	 	 	 	26	 	 	 	—	 	 	 	—	 	 	 	26	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation expense	 	 	—	 	 	 	—	 	 	 	246	 	 	 	—	 	 	 	—	 	 	 	246	 	
Balances, October 31, 2009	 	 	6,440,851	 	 	$	644	 	 	$	52,003	 	 	$	69,568	 	 	$	(1,839	)	 	$	120,376	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(5,744	)	 	 	—	 	 	 	(5,744	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Translation of foreign currency financial statements	 	 	 —	 	 	 	   —	 	 	 	   —	 	 	 	 —	 	 	 	(50	)	 	 	(50	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Realized losses on derivative instruments reclassified into operations, net of tax of $(11)	 	 	 —	 	 	 	   —	 	 	 	   —	 	 	 	 —	 	 	 	(19	)	 	 	(19	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gains of derivative instruments, net of tax of $20	 	 	 —	 	 	 	   —	 	 	 	   —	 	 	 	 —	 	 	 	 36	 	 	 	 36	 	
Comprehensive loss	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(5,777	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exercise of common stock options	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from exercise of stock options	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation expense	 	 	—	 	 	 	—	 	 	 	141	 	 	 	—	 	 	 	—	 	 	 	141	 	
Balances, October 31, 2010	 	 	6,440,851	 	 	$	644	 	 	$	52,144	 	 	$	63,824	 	 	$	(1,872	)	 	$	114,740	 	

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

34

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation.  The consolidated financial statements include the accounts of Hurco Companies, Inc. (an Indiana corporation) and its wholly owned subsidiaries.  We have a 35% ownership interest in a Taiwan affiliate that is accounted for using the equity method.  Our investment in that affiliate was approximately $2.1 million and $2.3 million as of October 31, 2010 and 2009 respectively. That investment is included in Investments and Other Assets, Net on the accompanying Consolidated Balance Sheets.  Intercompany accounts and transactions have been eliminated.

Reclassifications.  Reclassifications of certain prior year amounts have been made to conform to current year presentation.  These reclassifications had no impact on our results of operations, financial position, or changes in shareholders’ equity.

Statements of Cash Flows.  We consider all highly liquid investments with a stated maturity at the date of purchase of three months or less to be cash equivalents.  Cash flows from purchases and sales of auction rate securities are classified as investing activities.  Cash flows from hedges are classified consistent with the items being hedged.

Translation of Foreign Currencies.  All balance sheet accounts of non-U.S. subsidiaries are translated at the exchange rate as of the end of the year and translation adjustments of foreign currency balance sheets are recorded as a component of Accumulated Other Comprehensive Loss in shareholders' equity.  Income and expenses are translated at the average exchange rates during the year.  Cumulative foreign currency translation adjustments as of October 31, 2010 were a net loss of $1,597,000 and are included in Accumulated Other Comprehensive Loss. Foreign currency transaction gains and losses are recorded as income or expense as incurred and are recorded in other (income) expense.

Hedging.  We account for derivative instruments as either assets or liabilities and carry them at fair value.  The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.  For derivative instruments designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributed to the risk being hedged.  For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of Accumulated Other Comprehensive Loss in shareholders’ equity and subsequently reclassified into earnings when the hedged exposure affects earnings.  The ineffective portion of the gain or loss is reported in earnings immediately.  For derivative instruments that are not designated as accounting hedges under the Derivatives and Hedging Topic of FASB guidance, changes in fair value are recognized in earnings in the period of change.  The Company does not hold or issue derivative financial instruments for speculative trading purposes.  We only enter into derivatives with one counterparty which is among one of the largest U.S. banks ranked by assets, in order to minimize its credit risk and to date, no such counterparty has failed to meet its financial obligations under such contracts.  We are exposed to certain market risks relating to our ongoing business operations, including foreign currency risk, interest rate risk and credit risk.  We manage our exposure to these and other market risks through regular operating and financing activities.  Currently, the only risk that we manage through the use of derivative instruments is foreign currency risk.

We operate on a global basis and are exposed to the risk that our financial condition, results of operations and cash flows could be adversely affected by changes in foreign currency exchange rates.  To reduce the potential effects of foreign exchange rate movements on our net equity investment in one of our foreign subsidiaries, gross profit and net earnings, we enter into derivative financial instruments in the form of foreign exchange forward contracts with a major financial institution.  We are primarily exposed to foreign currency exchange rate risk with respect to transactions and net assets denominated in Euros, Pounds Sterling, Canadian Dollars, South African Rand, Singapore Dollars and New Taiwan Dollars.

35

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

We account for derivative instruments designated as hedging instruments in accordance with FASB guidance related to accounting for derivative instruments and report all derivative instruments as assets or liabilities at fair value on our consolidated balance sheet.

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 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 immediately.  We perform quarterly assessments of hedge effectiveness by verifying and documenting the critical terms of the hedge instrument and determining that forecasted transactions have not changed significantly.   We also assess on a quarterly basis whether there have been adverse developments regarding the risk of a counterparty default.

We had forward contracts outstanding as of October 31, 2010, in Euros and Pounds Sterling and New Taiwan Dollars with set maturity dates ranging from November 2010 through October 2011.  The contract amount at forward rates in U.S. Dollars at October 31, 2010 for Euros and Pounds Sterling was $28.9 million and $6.7 million, respectively.  The contract amount at forward rates in U.S. Dollars for New Taiwan Dollars was $29.2 million at October 31, 2010.  At October 31, 2010, we had approximately $441,000 of losses, net of tax, related to cash flow hedges deferred in Accumulated Other Comprehensive Loss.  Of this amount, $759,000 represents unrealized losses, net of tax, related to cash flow hedge instruments that remain subject to currency fluctuation risk.  These deferred losses will be recorded as an adjustment to Cost of Sales and Service in periods through October 2011, in which the corresponding inventory that is the subject of the related hedge contract is sold, as described above.

We are exposed to foreign currency exchange risk related to our investment in net assets in foreign countries.   To manage this risk, we entered into 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 the FASB guidance related to the accounting for derivatives instruments and hedging activities.  The forward method requires all changes in the fair value of the forward 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 matured on November 24, 2009 and we entered into a new forward contract for the same notional amount that is set to mature in November 2010.  As of October 31, 2010, we had a realized loss of $23,000 and an unrealized gain of $189,000, net of tax, recorded as cumulative translation adjustments in Accumulated Other Comprehensive Loss, related to these forward contracts.

36

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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 FASB guidance and, as a result, changes in their fair value are reported currently as Other (Income) Expense, Net in the 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 October 31, 2010, in Euros, Pounds Sterling, Canadian Dollars, South African Rand, Singapore Dollars and New Taiwan Dollars with set maturity dates ranging from November 2010 through March 2011.  The contract amounts at forward rates in U.S. Dollars at October 31, 2010 for Euros, Pounds Sterling, Canadian Dollars, South African Rand and Singapore Dollars totaled $11.4 million.  The contract amount at forward rates in U.S. Dollars for New Taiwan Dollars was $10.6 million at October 31, 2010.

Fair Value of Derivative Instruments

We recognize the fair value of derivative instruments as assets and liabilities on a gross basis on our Consolidated Balance Sheets.  As of October 31, 2010 and October 31, 2009, all derivative instruments were recorded at fair value on the balance sheets as follows (in thousands):
 	 	2010	 	2009	 	
 	 	Balance Sheet	 	Fair	 	Balance Sheet	 	Fair	 	
Derivatives	 	Location	 	Value	 	Location	 	Value	 	
Designated as Hedging Instruments: 	 	 	 	 	 	 	 	 	 	
Foreign exchange forward contracts	 	Derivative assets	 	$	872	 	Derivative assets	 	$	74	 	
Foreign exchange forward contracts	 	Derivative liabilities	 	$	1,778	 	Derivative liabilities	 	$	1,246	 	
Not Designated as Hedging Instruments : 	 	 	 	 	 	 	 	 	 	 	 	
Foreign exchange forward contracts	 	Derivative assets	 	$	33	 	Derivative assets	 	$	302	 	
Foreign exchange forward contracts	 	Derivative liabilities	 	$	345	 	Derivative liabilities	 	$	988	 	

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

Derivative instruments had the following effects on our Consolidated Balance Sheets, Statements of Changes in Shareholders’ Equity and Statements of Operations, net of tax during the year ended October 31, 2010 and 2009 (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	 	
 	 	2010	 	 	2009	 	 	 	2010	 	 	2009	 	
Designated as Hedging Instruments:
(Effective Portion)	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign exchange forward contracts – Intercompany sales/purchases	 	$	56	 	 	$	(7,140	)	Cost of sales and service	 	$	(30	)	 	$	989	 	
Foreign exchange forward contract – Net Investment	 	$	228	 	 	$	(589	)	 	 	 	 	 	 	 	 	 	

37

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

As a result of the global recession we had to close hedge contracts before maturity due to forecasted reductions in production and sales.  Those contracts closed early were deemed ineffective for financial reporting purposes and as a result we recognized a loss of $111,000 during the year ended October 31, 2010, and a gain of $2.0 million during the year ended October 31, 2009.
 
 	 	Location of Gain (Loss)	 	 	Amount of Gain (Loss)	 	
Derivatives	 	Recognized in Operations	 	 	Recognized in Operations	 	
 	 	 	 	 	2010	 	 	2009	 	
Not Designated as Hedging Instruments:	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign exchange forward contracts	 	Other income (expense)	 	 	$	539	 	 	$	(4,699	)	

Inventories.  Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out method.  Provisions are made to reduce excess or obsolete inventories to their estimated realizable value.

Property and Equipment.  Property and equipment are carried at cost. Depreciation and amortization of assets are provided primarily under the straight-line method over the shorter of the estimated useful lives or the lease terms as follows:
 	 	Number of Years	
Building	 	40	
Machines	 	7-10	
Shop and office equipment	 	3-7	
Leasehold improvements	  	3-40	

Total depreciation expense for the years ended October 31, 2010, 2009 and 2008 was $2.1 million, $2.1 million, and $1.5 million, respectively.

Revenue Recognition.  We recognize revenue from sales of our products upon delivery of the products to the customers, which is normally at the time of shipment, because persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and determinable and collectability is reasonably assured.  In certain foreign locations, we retain title after shipment under a “retention of title” clause solely to protect collectability. The retention of title is similar to UCC filings in the United States and provides the creditor with additional rights to the machine if the customer fails to pay.  Revenue recognition at the time of shipment is appropriate in this instance as long as all risks of ownership have passed to the buyer. Our principal products are general-purpose computer controlled machine tools that are typically used in stand-alone operations. Transfer of ownership and risk of loss are not contingent upon contractual customer acceptance. Prior to shipment, we test each machine to ensure the machine’s compliance with standard operating specifications as listed in our sales literature.

Depending upon geographic location, after shipment a machine may be installed at the customer’s facilities by a distributor, independent contractor or Hurco service technician.  In most instances where a machine is sold through a distributor, we have no installation involvement.  If sales are direct or through sales agents, we will typically complete the machine installation, which consists of the reassembly of certain parts that were removed for shipping and the re-testing of the machine to ensure that it is performing within the standard specifications.  We consider the machine installation process inconsequential and perfunctory.

Service fees for maintenance contracts are deferred and recognized in earnings on a pro rata basis over the term of the contract.

38

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Allowance for Doubtful Accounts.  The allowance for doubtful accounts is based on our best estimate of probable credit issues and historical experience.  We perform credit evaluations of the financial condition of our customers.  No collateral is required for sales made on open account terms.  Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising our customer base.   We consider trade accounts receivable to be past due when payment is not made by the due date as specified on the customer invoice, and charge off  uncollectible balances when all collection efforts have been exhausted.

Software Revenue Recognition.  Sales related to software products are recognized when shipped in conformity with FASB guidance related to software revenue recognition that requires at the time of shipment, persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and determinable and collectability is reasonably assured.  The software does not require production, modification or customization.

Product Warranty.  Expected future product warranty expense is recorded when the product is sold.  Product warranty estimates are established using historical information about the nature, frequency, and average cost of warranty claims.  Warranty claims are influenced by factors such as new product introductions, technological developments, the competitive environment, and the costs of component parts.  Actual payments for warranty claims could differ from the amounts estimated requiring adjustments to the liabilities in future periods.  See Note 11 of Notes to Consolidated Financial Statements for further discussion of warranties.

Research and Development Costs.  The costs associated with research and development programs for new products and significant product improvements other than software development costs, which are eligible for capitalization per FASB guidance, are expensed as incurred and are included in Selling, General and Administrative Expenses.  Research and development expenses totaled $2.2 million, $2.5 million, and $3.0 million, in fiscal 2010, 2009, and 2008, respectively.

Costs incurred to develop computer software products and significant enhancements to software features of existing products to be sold or otherwise marketed are capitalized, after technological feasibility is established.  Software development costs are amortized to Cost of Sales and Service on a straight-line basis over the estimated product life of the related software, which ranges from three to five years.  We capitalized costs of $1.2 million in 2010, $2.0 million in 2009, and $934,000 in 2008 related to software development projects.  Amortization expense was $1.7 million, $1.2 million, and $1.2 million, for the years ended October 31, 2010, 2009, and 2008, respectively.  Accumulated amortization at October 31, 2010 and 2009 was $7.8 million and $6.1 million, respectively.  Estimated amortization expense for the existing amortizable intangible assets for the years ending October 31, is as follows (in thousands):

Fiscal Year	 	Amortization
Expense	 	
2011	 	$	2,212	 	
2012	 	 	1,753	 	
2013	 	 	793	 	
2014	 	 	535	 	
2015	 	 	317	 	

Impairment of Long-Lived Assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used, including property and equipment and software development costs, when events or circumstances warrant such a review.  The carrying value of a long-lived asset (or group of assets) to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset (or group of assets) are less than the carrying value of the asset (or group of assets) in accordance with FASB guidance related to accounting for the impairment or disposal of long-lived assets.

39

 
 
HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Earnings (Loss) Per Share.  Basic and diluted earnings (loss) per common share are based on the weighted average number of shares of our common stock outstanding.  Diluted earnings per common share give effect to shares underlying outstanding stock options using the treasury method.  The dilutive number of shares for the year ended October 31, 2008 was 29,000.

 	 	Twelve Months Ended	 	
(in thousands, except per share amount)	 	October 31,	 	
 	 	2010	 	 	2009	 	 	2008	 	
 	 	Basic	 	 	Diluted	 	 	Basic	 	 	Diluted	 	 	Basic	 	 	Diluted	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(5,744	)	 	$	(5,744	)	 	$	(2,321	)	 	$	(2,321	)	 	$	20,520	 	 	$	20,520	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
outstanding	 	 	6,441	 	 	 	6,441	 	 	 	6,429	 	 	 	6,429	 	 	 	6,415	 	 	 	6,415	 	
Assumed issuances under	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
stock options plans	 	 	—	 	 	 	—	 	 	 	 —	 	 	 	—	 	 	 	—	 	 	 	29	 	
 	 	 	6,441	 	 	 	6,441	 	 	 	6,429	 	 	 	6,429	 	 	 	6,415	 	 	 	6,444	 	
Income (loss) per common share	 	$	(0.89	)	 	$	(0.89	)	 	$	(0.36	)	 	$	(0.36	)	 	$	3.51	 	 	$	3.49	 	

Income Taxes. We record income taxes under FASB  guidance  related to accounting for income taxes.  This guidance utilizes the liability method for  computing deferred income taxes.  Under this method, the amount  of taxes  currently  payable or refundable   are accrued and deferred tax assets and  liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for realizable loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates in each jurisdiction in effect for the year in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in our Consolidated Statements of Operations in the period that includes the enactment date.

The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws.  Our provision for income taxes reflects a combination of income earned and taxed at the federal and state level in the U.S., as well as in various foreign jurisdictions.  We have not provided for any U.S. income taxes on the undistributed earnings of our foreign subsidiaries or equity method investments based upon our determination that such earnings will be indefinitely reinvested abroad.  

As part of our financial reporting process, we must assess the likelihood that our deferred tax assets can be recovered.  If recovery is not likely, the provision (benefit) for taxes must be increased (decreased) by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated not to be ultimately recoverable.  In the process, certain relevant criteria are evaluated including the existence of deferred tax liabilities that can be used to absorb deferred tax assets, the taxable income in prior carryback years that can be used to absorb net operating losses and credit carrybacks, tax planning strategies, and taxable income in future years.  Our judgment regarding future profitability may change due to future market conditions, changes in U.S. or foreign tax laws and other factors.  These changes, if any, may require material adjustments to these deferred tax assets and an accompanying reduction or increase in net income in the period when such determinations are made.

40

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
 
In addition to the risks to the effective tax rate described above, the future effective tax rate reflected in forward-looking statements is based on currently effective tax laws.  Significant changes in those laws could materially affect these estimates.

The Company recognizes uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination by relevant taxing authorities, based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

Estimates.  The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires us to make estimates and assumptions that affect the reported amounts presented and disclosed in our consolidated financial statements. Significant estimates and assumptions in these consolidated financial statements require the exercise of judgment and are used for, but not limited to, allowance for doubtful accounts, estimates of future cash flows and other assumptions associated with intangible and long-lived asset impairment tests, useful lives for depreciation and amortization, warranty programs, income taxes and deferred tax valuation allowances, lease classification, and contingencies.  Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be different from these estimates.

Stock Based Compensation. We account for share-based compensation according to FASB guidance relating to share based payments, which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors based on estimated fair values on the grant date.  This guidance requires that we estimate the fair value of share-based awards on the date of grant and recognize as expense the value of the portion of the award that is ultimately expected to vest over the requisite service period.
 
2.         BUSINESS OPERATIONS

Nature of Business.  We design and manufacture computer control systems, software and computerized machine tools for sale through our own distribution system to the worldwide machine tool industry.  The machine tool industry is highly cyclical and declines in demand can and will occur abruptly in the geographic markets we serve.  As a result of the recent global recession, we experienced a significant decline in our sales and orders during fiscal 2009 and 2010 that significantly adversely affected our results of operations.

The end market for our products consists primarily of precision tool, die and mold manufacturers, independent job shops, and specialized short-run production applications within large manufacturing operations. Industries served include: aerospace, defense, medical equipment, energy, automotive/transportation, electronics and computer industries.  Our products are sold through independent agents and distributors throughout North America, Europe and Asia.  We also have our own direct sales and service organizations in Canada, China, France, Germany, India, Italy, Poland, Singapore, South Africa, South Korea, the United Kingdom, and certain areas of the United States.

Credit Risk.  We sell products to customers located throughout the world.  We perform ongoing credit evaluations of customers and generally do not require collateral.  Allowances are maintained for potential credit losses.  Concentration of credit risk with respect to trade accounts receivable is limited due to the large number of customers and their dispersion across many geographic areas.  Although a significant amount of trade receivables are with distributors primarily located in the United States, no single distributor or region represents a significant concentration of credit risk.

Manufacturing Risk. Our wholly owned subsidiaries in Taiwan and China, Hurco Manufacturing Ltd. (HML) and Ningbo Hurco Manufacturing Limited (NHML), produce all of our machine tools.  Any interruption in manufacturing at either of these locations would have an adverse effect on our financial operating results.  Interruption in manufacturing at one of these locations could result from a change in the political environment or a natural disaster, such as an earthquake, typhoon, or tsunami. Any interruption with one of our key suppliers may also have an adverse effect on our operating results and our financial condition.

41

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

3.         INVENTORIES

Inventories as of October 31, 2010 and 2009 are summarized below (in thousands):

 	 	2010	 	 	2009	 	
Purchased parts and sub-assemblies	 	$	16,137	 	 	$	14,961	 	
Work-in-process	 	 	13,157	 	 	 	3,559	 	
Finished goods	 	 	26,572	 	 	 	41,761	 	
 	 	$	55,866	 	 	$	60,281	 	
 
4.         DEBT AGREEMENTS

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

Borrowings under the domestic facility may be used for general corporate purposes and bear interest at a floating rate, based either on LIBOR or the prime rate, plus an applicable margin.  The domestic credit agreement restricts our ability to declare and pay dividends, incur additional indebtedness other than under this facility and make acquisitions whenever we have a cumulative net loss for the most recent four consecutive quarters and for so long thereafter as the cumulative loss continues.  These restrictions are currently in effect as we have a cumulative net loss for the most recent four consecutive quarters.  The domestic credit agreement contains a financial covenant that requires no less than a 1:00 to 1:00 ratio of excess cash (defined as cash minus debt) to an annualized net loss (defined as a net loss for the two most recent consecutive quarters multiplied by two).  After achieving cumulative income for four consecutive quarters we are required to maintain a ratio of 0.5 to 1.0 of total indebtedness to the sum of total indebtedness and net worth.
 
As of October 31, 2010 and October 31, 2009, we had no debt or borrowings outstanding under any of our credit facilities and no outstanding letters of credit.  As of October 31, 2010, we had unutilized credit facilities of $21.6 million available for either direct borrowings or commercial letters of credit.  As of October 31, 2008, we had $615,000 of outstanding letters of credit issued to non-U.S. suppliers for inventory purchase commitments.

42

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

5.           FINANCIAL INSTRUMENTS

The carrying amounts for trade receivables and payables approximate their fair values.  We also have financial instruments in the form of foreign currency forward exchange contracts as described in Note 1 of Notes to Consolidated Financial Statements.  The U.S. Dollar equivalent notional amount of these contracts was $89.1 million and $50.8 million at October 31, 2010 and 2009, respectively.  The fair value of Derivative Assets recorded on our Consolidated Balance Sheets at October 31, 2010 and 2009 was $905,000 and $376,000, respectively.  The fair value of Derivative Liabilities recorded on our Consolidated Balance Sheets at October 31, 2010 and 2009 was $2.1 million and $2.2 million, respectively.

The future value of the foreign currency forward exchange contracts and the related currency positions are subject to offsetting market risk resulting from foreign currency exchange rate volatility.  The counterparties to these contracts are substantial and creditworthy financial institutions.  We do not consider either the risk of counterparty non-performance or the economic consequences of counterparty non-performance as material risks.

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

In accordance with this guidance, the following table represents the fair value hierarchy for our financial assets and liabilities measured at fair value as of October 31, 2010 (in thousands):
 
 	 	Assets	 	 	Liabilities	 	
 	 	October 31,	 	 	October 31,	 	 	October 31,	 	 	October 31,	 	
 	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Level 1	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred Compensation	 	$	674	 	 	$	642	 	 	$	-	 	 	$	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Level 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Derivatives	 	$	905	 	 	$	376	 	 	$	2,123	 	 	$	2,234	 	

Included in Level 1 assets are mutual fund investments under a nonqualified deferred compensation plan.   We estimate the fair value of these investments on a recurring basis using market prices which are readily available.  Included as Level 2 fair value measurements are derivative assets and liabilities related to hedged and unhedged gains and losses on foreign currency forward exchange contracts entered into with a third party.  We estimate the fair value of these derivatives on a recurring basis using foreign currency exchange rates obtained from active markets.

During fiscal 2010, we did not have any significant non-recurring measurements of nonfinancial assets and nonfinancial liabilities.

43

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

6.           INCOME TAXES

In the fiscal years set forth below, the provision (benefit) for income taxes consisted of the following:

(in thousands)	 	Year Ended October 31	 	
 	 	2010	 	 	2009	 	 	2008	 	
 	 	 	 	 	 	 	 	 	 	
Current:	 	 	 	 	 	 	 	 	 	
U.S. taxes	 	$	(4,410	)	 	$	(5,512	)	 	$	8,768	 	
Foreign taxes	 	 	1,079	 	 	 	1,197	 	 	 	3,926	 	
 	 	 	(3,331	)	 	 	(4,315	)	 	 	12,694	 	
Deferred:	 	 	 	 	 	 	 	 	 	 	 	 	
U.S. taxes	 	 	189	 	 	 	2,954	 	 	 	(1,163	)	
Foreign taxes	 	 	27	 	 	 	(130	)	 	 	115	 	
 	 	 	216	 	 	 	2,824	 	 	 	(1,048	)	
 	 	$	(3,115	)	 	$	(1,491	)	 	$	11,646	 	

A comparison of income tax expense at the U.S. statutory rate of 35% in 2010, 2009 and 2008, to the Company’s effective tax rate is as follows:

Income (Loss) before income taxes (in thousands):	 	Year Ended October 31	 	
 	 	2010	 	 	2009	 	 	2008	 	
Domestic	 	$	(12,504	)	 	$	(7,098	)	 	$	20,856	 	
Foreign	 	 	3,645	 	 	 	3,286	 	 	 	13,310	 	
Earnings (Loss) before taxes on income	 	$	(8,859	)	 	$	(3,812	)	 	$	34,166	 	
Tax rates:	 	 	 	 	 	 	 	 	 	 	 	 	
U.S. statutory rate	 	 	35.0	%	 	 	35.0	%	 	 	35.0	%	
Effect of tax rate of international jurisdictions	 	 	 	 	 	 	 	 	 	 	 	 	
different than U.S. statutory rates	 	 	2.6	%	 	 	4.4	%	 	 	(1.9	)%	
Valuation allowance	 	 	(9.5	)%	 	 	(2.2	)%	 	 	—	 	
State taxes	 	 	3.3	%	 	 	4.7	%	 	 	1.9	%	
Uncertain tax position statute expiration	 	 	5.6	%	 	 	3.4	%	 	 	—	 	
Other	 	 	(1.8	)%	 	 	(6.2	)%	 	 	(0.9	)%	
Effective tax rate	 	 	35.2	%	 	 	39.1	%	 	 	34.1	%	

We have not provided any U.S. income taxes on the undistributed earnings of our foreign subsidiaries or equity method investments based upon our determination that such earnings will be indefinitely reinvested. Estimated undistributed earnings of foreign investments and subsidiaries at October 31, 2010 are approximately $33.6 million. In the event these earnings are later distributed to the U.S., such distributions would likely result in additional U.S. tax that may be offset, at least in part by associated foreign tax credits.

Deferred income taxes are determined based on the difference between the amounts used for financial reporting purposes and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred taxes are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
 
As of October 31, 2010, we have deferred tax assets established for accumulated net operating loss carryforwards of $961,000, primarily related to state and foreign jurisdictions. The Company has established a valuation allowance against these carryforwards due to the uncertainly of their realization.

44

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Significant components of our deferred tax assets and liabilities at October 31, 2010 and 2009 were as follows (in thousands):

 	 	October 31	 	
 	 	2010	 	 	2009	 	
Deferred Tax Assets:	 	 	 	 	 	 	
 	 	 	 	 	 	 	
Net derivative instrument	 	 	162	 	 	 	268	 	
Accrued inventory reserves	 	 	801	 	 	 	1,068	 	
Accrued warranty expenses	 	 	212	 	 	 	59	 	
Deferred compensation	 	 	256	 	 	 	283	 	
Other accrued expenses	 	 	756	 	 	 	286	 	
Net operating loss and credit carryforwards	 	 	1,401	 	 	 	715	 	
Other	 	 	267	 	 	 	620	 	
 	 	 	3,855	 	 	 	3,299	 	
Less: Valuation allowance on net operating loss carryforwards	 	 	(961	)	 	 	(163	)	
Deferred tax assets	 	 	2,894	 	 	 	3,136	 	
 	 	 	 	 	 	 	 	 	
Deferred Tax Liabilities:	 	 	 	 	 	 	 	 	
Property and equipment and capitalized software development costs	 	 	(2,762	)	 	 	(3,036	)	
 	 	 	 	 	 	 	 	 	
Net deferred tax assets	 	$	132	 	 	$	100	 	

As of October 31, 2010, we had deferred tax assets relating to net operating losses and other carryforwards for international and U.S. income tax purposes of $1,401,000; $194,000 will expire within 5 years; $1,042,000 will expire between 5 and 20 years; and $165,000 of the carryforwards will never expire.
 
A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding the related accrual for interest or penalties, is as follows (in thousands):
 	 	2010	 	 	2009	 	 	2008	 	
Balance, beginning of year	 	$	574	 	 	$	613	 	 	$	576	 	
Additions based on tax positions related to the current year	 	 	-	 	 	 	15	 	 	 	-	 	
Additions for tax positions of prior years	 	 	1	 	 	 	51	 	 	 	40	 	
Reductions due to statute expiration	 	 	(397	)	 	 	(105	)	 	 	(3	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, end of year	 	$	178	 	 	$	574	 	 	$	613	 	

The entire balance of the unrecognized tax benefits and related interest at October 31, 2010, if recognized, would favorably affect the effective tax rate in future periods.
 
We recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. We believe there is substantial support for taking these tax benefits and therefore have estimated no tax penalties. As of October 31, 2010, the gross amount of interest accrued, reported in other liabilities, was approximately $18,000, which did not include the federal tax benefit of interest deductions.

45

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The statute of limitation with respect to unrecognized tax benefits will expire between July 2011 and July 2014. It is reasonably possible that our uncertain tax position could be reduced by $19,500 due to statute expiration during the next fiscal year.
 
We file income tax returns in the U.S. federal jurisdiction and various state, local, and non-U.S. jurisdictions. The state of Indiana completed its examination of the fiscal years 2006 and 2007 in the second quarter of fiscal 2010 with no significant adjustments for the periods subject to their audit. We were also notified by the German taxing authority that they intend to audit the tax returns for fiscal years 2005 to 2008 of our German subsidiary. Due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of future audits may result in liabilities that could be different from this estimate. In such case, we will record additional tax expense or tax benefit in the tax provision (benefit) or reclassify amounts on the consolidated balance sheets in the period in which such the matter is effectively settled with the taxing authority.

We or one of our subsidiaries files U.S. federal and/or state income tax returns as well as tax returns in one or more foreign jurisdictions. A summary of open tax years by major jurisdiction is presented below:

United States federal	Fiscal 2007 through the current period	
Indiana	Fiscal 2007 through the current period	
California	Fiscal 2006 through the current period	
Germany¹	Fiscal 2005 through the current period	
Taiwan	Fiscal 2005 through the current period	
 
¹ Includes federal as well as state, provincial or similar local jurisdictions, as applicable.

7.           EMPLOYEE BENEFITS

We have defined contribution plans that include a majority of our employees, under which our matching contributions are primarily discretionary. The purpose of these plans is generally to provide additional financial security during retirement by providing employees with an incentive to save throughout their employment. Our matching contributions to the plans are based on employee contributions or compensation. As of April 1, 2009, we suspended our discretionary contributions to the U.S. plan as a cost reduction measure during the economic recession, however on January 1, 2011 we will reinstate our matching contributions to that plan at a contribution rate lower than we had previously. Our contributions totaled $144,000, $443,800, and $877,600, for the fiscal years ended October 31, 2010, 2009 and 2008, respectively.

8.           STOCK OPTIONS

In March 2008, we adopted the Hurco Companies, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), which allows us to grant awards of stock options, Stock Appreciation Rights settled in stock (SARs), restricted shares, performance shares and performance units. The 2008 Plan replaced the 1997 Stock Option and Incentive Plan (the “1997 Plan”) which expired in March 2007. The Compensation Committee of the Board of Directors has authority to determine the officers, directors and key employees who will be granted awards; designate the number of shares subject to each award; determine the terms and conditions upon which awards will be granted; and prescribe the form and terms of award agreements. We have granted stock options under both plans which are currently outstanding. 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.

46

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During fiscal 2010, 2009 and 2008, we recorded approximately $141,000, $246,000 and $535,000, respectively, of stock-based compensation expense related to grants under the plans. As of October 31, 2010, there was approximately $468,000 of total unrecognized stock-based compensation cost that we expect to recognize by the end of fiscal 2014.

On May 13, 2010, the Compensation Committee granted a total of 20,000 stock options under the 2008 Plan to four executive employees. The fair value of the options was estimated on the date of grant using a Black-Scholes valuation model with assumptions for expected volatility based on the historical volatility of our common stock of 63%, expected term of the options, dividend yield rate of 0% and a risk-free interest rate of 2.3% based upon the five-year U.S. Treasury yield as of the date of grant. The options vest over a three-year period beginning one year from the date of grant. Based upon the foregoing factors, the grant date fair value of the stock options was determined to be $9.90 per share.

On December 18, 2009, the Compensation Committee granted a total of 30,000 stock options under the 2008 Plan to four executive employees. The fair value of the options was estimated on the date of grant using a Black-Scholes valuation model with assumptions for expected volatility based on the historical volatility of our common stock of 65%, expected term of the options, dividend yield rate of 0% and a risk-free interest rate of 2.3% based upon the five-year U.S. Treasury yield as of the date of grant. The options vest over a three-year period beginning one year from the date of grant. Based upon the foregoing factors, the grant date fair value of the stock options was determined to be $8.29 per share.

During fiscal 2009, options to purchase 20,000 shares were exercised, resulting in cash proceeds of approximately $43,000 and an additional tax benefit of approximately $26,000, compared to 28,631 shares and 45,700 shares exercised in 2008 resulting in cash proceeds of approximately $151,000 and additional tax benefits of approximately $36,000.
 
On April 16, 2009, the Compensation Committee granted a total of 21,000 options under the 2008 Plan to three new employees. The fair value of the options was estimated on the date of grant using a Black-Scholes valuation model with assumptions for expected volatility based on the historical volatility of our common stock of 69%, the expected term of the options, dividend yield rate of 0% and a risk-free interest rate based upon the five-year U.S. Treasury yield as of the date of grant of 1.8%. The options granted to the employees vest over a five-year period beginning one year from the date of grant. Based upon the foregoing factors, the grant date fair value of the options was determined to be $8.62 per share.

On May 28, 2008, the Compensation Committee granted fully vested options with respect to 5,000 shares under the 2008 Plan to each of two new directors. The fair value of options awarded was estimated on the date of grant using a Black-Scholes valuation model with assumptions for expected volatility based on the historical volatility of our common stock of 88%, expected term of the options, dividend yield rate of 0% and a risk-free interest rate based upon a three-year U.S. Treasury yield as of the date of grant of 2.7%. The directors’ options were granted with immediate vesting as of the date of grant. Based upon the foregoing factors, the fair value of the options was determined to be $30.71 per share.

47

 
HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

A summary of the status of the options as of October 31, 2010, 2009 and 2008 and the related activity for the year is as follows:
 	 	Shares Under
Option	 	 	Weighted Average
Exercise Price Per Share	 	
Balance October 31, 2007	 	 	83,000	 	 	$	13.24	 	
Granted	 	 	10,000	 	 	 	35.83	 	
Cancelled	 	 	—	 	 	 	—	 	
Expired	 	 	—	 	 	 	—	 	
Exercised	 	 	(28,631	)	 	$	5.26	 	
Balance October 31, 2008	 	 	64,369	 	 	$	20.29	 	
Granted	 	 	21,000	 	 	 	14.88	 	
Cancelled	 	 	—	 	 	 	—	 	
Expired	 	 	—	 	 	 	—	 	
Exercised	 	 	(20,000	)	 	$	2.15	 	
Balance October 31, 2009	 	 	65,369	 	 	$	24.11	 	
Granted	 	 	50,000	 	 	 	16.14	 	
Cancelled	 	 	—	 	 	 	—	 	
Expired	 	 	—	 	 	 	—	 	
Exercised	 	 	—	 	 	 	—	 	
Balance October 31, 2010	 	 	115,369	 	 	$	20.66	 	

The total intrinsic value of stock options exercised during the twelve months ended October 31, 2010, 2009 and 2008 was approximately $0, $0.3 million and $0.5 million respectively.

As of October 31, 2010, the total intrinsic value of outstanding stock options already vested and expected to vest and the intrinsic value of options that are outstanding and exercisable as of October 31, 2010 was $195,000.  Stock options outstanding and exercisable on October 31, 2010, are as follows:
 
Range of Exercise
Prices Per Share	 	Shares Under
Option	 	 	Weighted Average
Exercise Price Per
Share	 	 	Weighted Average
Remaining Contractual
Life in Years	 	
Outstanding	 	 	 	 	 	 	 	 	 	
$2.15	 	 	500	 	 	$	2.15	 	 	 	1.1	 	
14.82	 	 	30,000	 	 	 	14.82	 	 	 	9.1	 	
14.88	 	 	21,000	 	 	 	14.88	 	 	 	8.5	 	
18.13	 	 	20,000	 	 	 	18.13	 	 	 	9.5	 	
26.69	 	 	33,869	 	 	 	26.69	 	 	 	6.0	 	
35.83	 	 	10,000	 	 	 	35.83	 	 	 	7.6	 	
$  2.15 – 35.83	 	 	115,369	 	 	$	20.66	 	 	 	7.9	 	
Exercisable	 	 	 	 	 	 	 	 	 	 	 	 	
$2.15	 	 	500	 	 	$	2.15	 	 	 	1.1	 	
14.88	 	 	7,000	 	 	 	14.88	 	 	 	8.5	 	
26.69	 	 	33,869	 	 	 	26.69	 	 	 	6.0	 	
35.83	 	 	10,000	 	 	 	35.83	 	 	 	7.6	 	
$  2.15 – 35.83	 	 	51,369	 	 	$	26.62	 	 	 	5.9	 	

48

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

9.           RELATED PARTY TRANSACTIONS

As of October 31, 2010, we owned approximately 35% of the outstanding shares of a Taiwanese-based contract manufacturer, Hurco Automation, Ltd. (HAL).  HAL’s scope of activities includes the design, manufacture, sales and distribution of industrial automation products, software systems and related components, including control systems and components produced under contract for sale exclusively to us.  We are accounting for this investment using the equity method.  The investment of $2.1 million and $2.3 million at October 31, 2010 and 2009 is included in Investments and Other Assets, Net on the Consolidated Balance Sheets.  Purchases of product from HAL amounted to $5.8 million, $2.9 million and $10.3 million in 2010, 2009 and 2008, respectively.  Sales of product to HAL were $1.2 million, $322,000 and $2.0 million for the years ended October 31, 2010, 2009 and 2008, respectively.  Trade payables to HAL were $1.7 million and $342,000 at October 31, 2010 and 2009, respectively.  Trade receivables from HAL were $381,000 and $50,000 at October 31, 2010 and 2009, respectively.

Summary unaudited financial information for HAL’s operations and financial conditions is as follows:

(in thousands)	 	2010	 	 	2009	 	 	2008	 	
Net Sales	 	$	7,057	 	 	$	3,710	 	 	$	11,935	 	
Gross Profit	 	 	816	 	 	 	488	 	 	 	1,883	 	
Operating Income (Loss)	 	 	(399	)	 	 	(689	)	 	 	159	 	
Net Income (Loss)	 	 	(337	)	 	 	(1,203	)	 	 	147	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Current Assets	 	$	7,439	 	 	$	6,110	 	 	$	8,658	 	
Non-current Assets	 	 	1,846	 	 	 	1,742	 	 	 	2,195	 	
Current Liabilities	 	 	2,529	 	 	 	1,211	 	 	 	3,176	 	

10.           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.

11.           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.  We follow FASB guidance for accounting for contingencies with respect to these guarantees.   As of October 31, 2010, we had 32 outstanding third party payment guarantees totaling approximately $1.7 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.

49

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

 	 	2010	 	 	2009	 	 	2008	 	
Balance, beginning of year	 	$	1,286	 	 	$	2,536	 	 	$	2,449	 	
Provision for warranties during the period	 	 	2,170	 	 	 	799	 	 	 	2,944	 	
Charges to the accrual	 	 	(1,875	)	 	 	(2,096	)	 	 	(2,666	)	
Impact of foreign currency translation	 	 	10	 	 	 	47	 	 	 	(189	)	
Balance, end of year	 	$	1,591	 	 	$	1,286	 	 	$	2,536	 	

12.           OPERATING LEASES
 
We lease facilities, certain equipment and vehicles under operating leases that expire at various dates through 2017.  Future payments required under operating leases as of October 31, 2010, are summarized as follows (in thousands):

2011	 	$	2,329	 	
2012	 	 	1,378	 	
2013	 	 	795	 	
2014	 	 	368	 	
2015 and thereafter	 	 	191	 	
Total	 	$	5,061	 	

Lease expense for the years ended October 31, 2010, 2009, and 2008 was $2.7 million, $3.0 million, and $2.6 million, respectively.

We recorded approximately $138,000 of lease income during fiscal 2010 from leasing 50,000 square feet of our Indianapolis facility.  The lease expires on October 31, 2011.

50

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

13.         QUARTERLY HIGHLIGHTS (Unaudited)

 	 	First
Quarter	 	 	Second
Quarter	 	 	Third
Quarter	 	 	Fourth
Quarter	 	
2010 (In thousands, except per share data)	 	 	 	 	 	 	 	 	 	 	
Sales and service fees	 	$	20,616	 	 	$	24,088	 	 	$	26,474	 	 	$	34,715	 	
Gross profit	 	 	3,980	 	 	 	4,677	 	 	 	4,659	 	 	 	8,480	 	
Gross profit margin	 	 	19.3	%	 	 	19.4	%	 	 	17.6	%	 	 	24.4	%	
Selling, general and administrative expenses	 	 	6,533	 	 	 	7,230	 	 	 	6,994	 	 	 	9,080	 	
Operating income (loss)	 	 	(2,553	)	 	 	(2,553	)	 	 	(2,335	)	 	 	(600	)	
Provision (benefit) for income taxes	 	 	(983	)	 	 	(1,096	)	 	 	(1,210	)	 	 	174	 	
Net income (loss)	 	 	(1,836	)	 	 	(1,573	)	 	 	(1,173	)	 	 	(1,162	)	
Income (loss) per common share – basic	 	$	(0.29	)	 	$	(0.24	)	 	$	(0.18	)	 	$	(0.18	)	
Income (loss) per common share – diluted	 	$	(0.29	)	 	$	(0.24	)	 	$	(0.18	)	 	$	(0.18	)	

 	 	First
Quarter	 	 	Second
Quarter	 	 	Third
Quarter	 	 	Fourth
Quarter	 	
2009 (In thousands, except per share data)	 	 	 	 	 	 	 	 	 	 	 	 	
Sales and service fees	 	$	28,307	 	 	$	20,489	 	 	$	19,039	 	 	$	23,181	 	
Gross profit	 	 	8,542	 	 	 	5,220	 	 	 	5,251	 	 	 	6,815	 	
Gross profit margin	 	 	30.2	%	 	 	25.5	%	 	 	27.6	%	 	 	29.4	%	
Selling, general and administrative expenses	 	 	8,029	 	 	 	7,518	 	 	 	7,200	 	 	 	8,127	 	
Operating income (loss)	 	 	513	 	 	 	(2,298	)	 	 	(1,949	)	 	 	(1,312	)	
Provision (benefit) for income taxes	 	 	195	 	 	 	(207	)	 	 	(552	)	 	 	(927	)	
Net income (loss)	 	 	354	 	 	 	(281	)	 	 	(1,231	)	 	 	(1,163	)	
Income (loss) per common share – basic	 	$	0.06	 	 	$	(0.04	)	 	$	(0.19	)	 	$	(0.18	)	
Income (loss) per common share – diluted	 	$	0.05	 	 	$	(0.04	)	 	$	(0.19	)	 	$	(0.18	)	
 
14.           SEGMENT INFORMATION

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

51

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

We sell our products through more than 100 independent agents and distributors throughout North America, Europe and Asia.  Our line is the primary line for the majority of our distributors globally even though some may carry competitive products.  We also have our own direct sales and service organizations in Canada, China, France, Germany, India, Italy, Poland, Singapore, South Africa, South Korea, the United Kingdom, and certain areas of the United States, which are among the world's principal machine tool consuming countries.  During fiscal 2010, no distributor accounted for more than 5% of our sales and service fees.  In fiscal 2010, more than 70% of our revenues were from overseas customers and no single end-user of our products accounted for more than 5% of our total sales and service fees.

The following table sets forth the contribution of each of our product groups to our total sales and service fees during each of the past three fiscal years (in thousands):
 
Net Sales and Service Fees by Product Category	 	Year ended October 31,	 	
 	 	2010	 	 	2009	 	 	2008	 	
 	 	 	 	 	 	 	 	 	 	
Computerized Machine Tools	 	$	88,184	 	 	$	75,213	 	 	$	199,238	 	
Computer Control Systems and Software *	 	 	2,347	 	 	 	2,546	 	 	 	5,678	 	
Service Parts	 	 	10,798	 	 	 	8,851	 	 	 	13,240	 	
Service Fees	 	 	4,564	 	 	 	4,406	 	 	 	5,838	 	
Total	 	$	105,893	 	 	$	91,016	 	 	$	223,994	 	
*Amounts shown do not include computer control systems and software sold as an integrated component of computerized machine systems.

The following table sets forth revenues by geographic area, based on customer location, for each of the past three fiscal years (in thousands):

Revenues by Geographic Area	 	Year Ended October 31	 	
 	 	2010	 	 	2009	 	 	2008	 	
 	 	 	 	 	 	 	 	 	 	
North America	 	$	26,079	 	 	$	25,203	 	 	$	48,087	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Germany	 	 	25,887	 	 	 	26,273	 	 	 	81,945	 	
United Kingdom	 	 	13,703	 	 	 	11,242	 	 	 	20,877	 	
Italy	 	 	5,863	 	 	 	4,969	 	 	 	10,329	 	
France	 	 	6,061	 	 	 	4,486	 	 	 	13,412	 	
Other Europe	 	 	12,185	 	 	 	11,372	 	 	 	36,202	 	
Total Europe	 	 	63,699	 	 	 	58,342	 	 	 	162,765	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Asia	 	 	13,697	 	 	 	5,557	 	 	 	11,816	 	
Other Foreign	 	 	2,418	 	 	 	1,914	 	 	 	1,326	 	
Total Foreign	 	 	79,814	 	 	 	65,813	 	 	 	175,907	 	
 	 	$	105,893	 	 	$	91,016	 	 	$	223,994	 	

Long-lived tangible assets, net by geographic area were (in thousands):

 	 	As of October 31	 	
 	 	2010	 	 	2009	 	
United States	 	$	6,998	 	 	$	7,942	 	
Foreign countries	 	 	6,277	 	 	 	7,048	 	
 	 	$	13,275	 	 	$	14,990	 	

52

 

HURCO COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Net assets by geographic area were (in thousands):
 	 	As of October 31	 	
 	 	2010	 	 	2009	 	
North America	 	$	55,961	 	 	$	63,659	 	
Europe	 	 	41,737	 	 	 	41,824	 	
Asia	 	 	17,042	 	 	 	14,893	 	
 	 	$	114,740	 	 	$	120,376	 	

15.        NEW ACCOUNTING PRONOUNCEMENTS
 
In January 2010, the FASB issued guidance to improve disclosures about fair value measurements.  Reporting entities will have to provide information about movements of assets among Levels 1 and 2; and a reconciliation of purchases, sales, issuance, and settlements of activity valued with a Level 3 method, of the three-tier fair value hierarchy established by previous FASB guidance. The guidance also clarifies the existing requirements for fair value measurement disclosures as it relates to each class of assets and liabilities. The guidance was effective for interim and annual reporting periods beginning after December 15, 2009 for Level 1 and 2 disclosure requirements and after December 15, 2010 for Level 3 disclosure requirements. We adopted this guidance in the third quarter of fiscal 2010 and it did not have a material impact on our consolidated financial statements.
 
In February 2010, the FASB issued amendments to certain recognition and disclosure requirements. This guidance removes the requirement that SEC filers disclose the date through which subsequent events have been evaluated. This amendment alleviates potential conflicts between previous guidance and the SEC’s requirements. The guidance became effective upon issuance and we adopted this guidance during the first quarter of fiscal 2010.

In October, 2009, the FASB issued an ASU related to Revenue Recognition that amends the previous guidance on arrangements with multiple deliverables. This guidance provides principles and application guidance on whether multiple deliverables exist, how the arrangements should be separated, and how the consideration should be allocated. It also clarifies the method to allocate revenue in an arrangement using the estimated selling price. This guidance is effective for us November 1, 2010, and is not expected to have a material impact to our consolidated financial position or results of operations.

The FASB issued guidance for business combinations with acquisition dates on or after November 1, 2010. This guidance, with its amendment, changes the way in which the acquisition method is to be applied in a business combination. The primary revisions require an acquirer in a business combination to measure assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of that date, with limited exceptions specified in the guidance. This guidance also requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with the guidance). Assets acquired and liabilities assumed arising from contingencies are to be measured at fair value if it can be determined during the measurement period. If fair value cannot be determined, the asset or liability should be recognized at the acquisition date if it is probable that an asset existed or a liability had been incurred and the amount can be reasonably estimated. This guidance significantly amends other authoritative guidance on Business Combinations as well, and now requires the capitalization of research and development assets acquired in a business combination at their acquisition-date fair values, separately from goodwill. The accounting for income taxes was also amended by this guidance to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances.

53

 

Item 9.                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.               CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2010, 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 have been no changes in our internal controls over financial reporting that occurred during the fourth quarter of the fiscal year ended October 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.               OTHER INFORMATION

During the fourth quarter of fiscal 2010, the Audit Committee of the Board of Directors did not engage our independent registered public accounting firm to perform any new non-audit services.  This disclosure is made pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002.

The following graph illustrates the cumulative total shareholder return on our common stock for the five-year period ended October 31, 2010, as compared to the Russell 2000 and a peer group consisting of traded securities for U.S. companies in the same three digit Standard Industrial Classification group as Hurco (SIC 3540-3549 – Metal Working Machinery and Equipment).  The comparisons in this table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our common stock.

 	 	 	10/05	 	 	 	10/06	 	 	 	10/07	 	 	 	10/08	 	 	 	10/09	 	 	 	10/10	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Hurco Companies, Inc.	 	 	100.00	 	 	 	146.16	 	 	 	320.25	 	 	 	126.19	 	 	 	89.19	 	 	 	103.20	 	
Russell 2000	 	 	100.00	 	 	 	119.98	 	 	 	131.10	 	 	 	86.32	 	 	 	91.89	 	 	116.31	 	
Peer Group - SIC Codes 3540-3549	 	 	100.00	 	 	 	119.03	 	 	 	168.84	 	 	 	84.92	 	 	 	107.93	 	 	 	149.54	 	

*The stock price performance included in this graph is not necessarily indicative of future stock price performance

54

 

PART III

Item 10.                DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2011 annual meeting of shareholders except that the information required by Item 10 regarding our executive officers is included herein under a separate caption at the end of Part I.

Item 11.                EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2011 annual meeting of shareholders.

Item 12.                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
                              MATTERS
 
Except for the information concerning equity compensation plans, the information required by this item is incorporated herein by reference to the definitive proxy statement for our 2011 annual meeting of shareholders.

Equity Compensation Plan Information
 
The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of October 31, 2010:

Plan Category	 	Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (a) (#)	 	 	Weighted-
average
exercise price
of outstanding
options,
warrants and
rights (b) ($)	 	 	Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a) (c) (#)	 	
Equity compensation plans approved by security holders	 	 	115,369	 	 	$	20.66	 	 	 	669,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity compensation plans not approved by security holders	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	115,369	 	 	$	20.66	 	 	 	669,000	 	

As of October 31, 2010, there were no outstanding non-qualified options that had been granted other than pursuant to a plan approved by our shareholders.

Item 13.                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2011 annual meeting of shareholders.

Item 14.                PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2011 annual meeting of shareholders.

55

 

PART IV

Item 15.                EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	1.	Financial Statements.  The following consolidated financial statements of Registrant are included herein under Item 8 of Part II:	
 	 	 	 	Page	
 	 	Report of Independent Registered Public Accounting Firm – Ernst & Young LLP	 	28	
 	 	Report of Independent Registered Public Accounting Firm – Crowe Horwath LLP	 	30	
 	 	Consolidated Statements of Operations – years ended October 31, 2010, 2009 and 2008	 	31	
 	 	Consolidated Balance Sheets – as of October 31, 2010 and 2009	 	32	
 	 	Consolidated Statements of Cash Flows – years ended October 31, 2010, 2009 and 2008	 	33	
 	 	Consolidated Statements of Changes in Shareholders’ Equity – years ended October 31, 2010, 2009 and 2008	 	34	
 	 	Notes to Consolidated Financial Statements	 	35	
 	 	 	 	 	
 	2.	Financial Statement Schedule.  The following financial statement schedule is included in this Item.	 	 	
 
 	Page	
Schedule II - Valuation and Qualifying	 	
Accounts and Reserves	57	
 
 	All other financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.	

(b)	Exhibits	

 	Exhibits being filed with this Form 10-K or incorporated herein by reference are listed on page 58.	

56

 

Schedule II - Valuation and Qualifying Accounts and Reserves
    for the years ended October 31, 2010, 2009, and 2008
(Dollars in thousands)

Description	 	Balance at
Beginning
of Period	 	 	Charged to
Costs and
Expenses	 	 	Charged
To Other
Accounts	 	 	Deductions	 	 	Balance
At End
Of Period	 	
Allowance for doubtful accounts for the year ended:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
October 31, 2010	 	$	809	 	 	$	(301	)	 	 	—	 	 	$	11	(1)	 	$	497	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
October 31, 2009	 	$	678	 	 	$	736	 	 	 	—	 	 	$	605	(2)	 	$	809	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
October 31, 2008	 	$	751	 	 	$	(42	)	 	 	—	 	 	$	31	(3)	 	$	678	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accrued warranty expenses for the year ended:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
October 31, 2010	 	$	1,286	 	 	$	2,180	 	 	 	—	 	 	$	1,875	 	 	$	1,591	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
October 31, 2009	 	$	2,536	 	 	$	846	 	 	 	—	 	 	$	2,096	 	 	$	1,286	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
October 31, 2008	 	$	2,449	 	 	$	2,755	 	 	 	—	 	 	$	2,666	 	 	$	2,536	 	
 
(1)  Receivable write-offs of $13,000, net of cash recoveries on accounts previously written off of $2,000.
 
(2)  Receivable write-offs of $605,000.
 
(3)  Receivable write-offs of $39,000, net of cash recoveries on accounts previously written off of $8,000.

57

 

EXHIBITS INDEX

Exhibits Filed.  The following exhibits are filed with this report:
10.1*	Summary compensation sheet.	
21	Subsidiaries of the Registrant.	
23.1	Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP	
23.2	Consent of Independent Registered Public Accounting Firm, Crowe Horwath LLP	
31.1	Certification by the Chief Executive Officer, pursuant to Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended.	
31.2	Certification by the Chief Financial Officer, pursuant to Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended.	
32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	

Exhibits Incorporated by Reference.  The following exhibits are incorporated into this report:

3.1	Amended and Restated Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 31, 2000.	
3.2	Amended and Restated By-Laws of the Registrant as amended through July 8, 2009, incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2009.	
10.2	Credit Agreement dated as of December 7, 2007, between Hurco Companies, Inc. and JP Morgan Chase Bank, N.A. incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 12, 2007.	
10.3	First Amendment to Credit Agreement dated as of October 30, 2009, between Hurco Companies, Inc. and JP Morgan Chase Bank, N.A. incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 4, 2009.	
10.4*	Employment Agreement between the Registrant and John G. Oblazney dated January 12, 2007, incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2006.	
10.5*	Separation and Release Agreement between the Registrant and James D. Fabris dated October 1, 2009, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2009.	
10.6*	Employment Agreement between the Registrant and Michael Doar dated November 13, 2001, incorporated by reference as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2002.	
10.7*	Amended 1997 Stock Option and Incentive Plan incorporated by reference as Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q filed for the quarter ended July 31, 2005.	
10.8	Hurco Companies, Inc. 2008 Equity Incentive Plan incorporated by reference to Appendix A of the Registrant’s definitive Proxy Statement on Schedule 14A filed January 28, 2008.	
10.9*	Form of restated split-dollar insurance agreement incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2008.	

*	The indicated exhibit is a management contract, compensatory plan or arrangement required to be listed by Item 601 of Regulation S-K.	

58

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, this 11th day of January 2011.

HURCO COMPANIES, INC.	
 	 	
By:	/s/ John G. Oblazney	
 	John G. Oblazney	
 	Vice-President, Secretary,	
 	Treasurer and	
 	Chief Financial Officer	

59

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature and Title(s)	 	Date	
 	 	 	
/s/ Michael Doar	 	January 12, 2011	
Michael Doar, Chairman of the Board,	 	 	
Chief Executive Officer and President	 	 	
of Hurco Companies, Inc.	 	 	
(Principal Executive Officer)	 	 	
 	 	 	
/s/ John G. Oblazney	 	January 12, 2011	
John G. Oblazney	 	 	
Vice-President,	 	 	
Secretary, Treasurer and	 	 	
Chief Financial Officer	 	 	
of Hurco Companies, Inc.	 	 	
(Principal Financial Officer)	 	 	
 	 	 	
/s/ Sonja K. McClelland	 	January 12, 2011	
Sonja K. McClelland	 	 	
Corporate Controller, Assistant Secretary	 	 	
of Hurco Companies, Inc.	 	 	
(Principal Accounting Officer)	 	 	
 	 	 	
/s/ Stephen H. Cooper	 	January 12, 2011	
Stephen H. Cooper, Director	 	 	
 	 	 	
/s/ Robert W. Cruickshank	 	January 12, 2011	
Robert W. Cruickshank, Director	 	 	
 	 	 	
/s/ Philip James	 	January 12, 2011	
Philip James, Director	 	 	
 	 	 	
/s/ Michael P. Mazza	 	January 12, 2011	
Michael P. Mazza, Director	 	 	
 	 	 	
/s/ Richard T. Niner	 	January 12, 2011	
Richard T. Niner, Director	 	 	
 	 	 	
/s/ Charlie Rentschler	 	January 12, 2011	
Charlie Rentschler, Director	 	 	
 	 	 	
/s/ Janaki Sivanesan	 	January 12, 2011	
Janaki Sivanesan, Director	 	 	

60

 

Exhibit 10.1

SUMMARY COMPENSATION SHEET
January 1, 2011

Compensation of Non-Employee Directors

Annual Retainer.  Non-employee members of the Board of Directors of Hurco Companies, Inc. (the “Company”) receive a cash retainer of $5,000 per fiscal quarter.

Committee Retainers.  Committee chairs and audit committee members also receive the following cash payments:

 	·	Audit Committee Chair - $5,000 per fiscal quarter.	
 
 	·	All other Committee Chairs - $2,500 per fiscal quarter.	
 
 	·	Audit Committee Members - $2,500 per fiscal quarter	
 
Meeting Fees.  Non-employee directors also receive a cash fee of $1,500 for each Board meeting attended.

Reimbursement.  The Company reimburses non-employee directors for travel and other expenses incurred to attend Board and committee meetings.

Compensation of Named Executive Officers

Base Salaries.  The executive officers of the Company serve at the discretion of the Board of Directors. The Compensation Committee of the Board sets or ratifies the annual base salaries of the Company’s executive officers.  The following are the annual base salary levels as of January 1, 2011 for the Company’s current Chief Executive Officer, Chief Financial Officer and its other most highly compensated executive officers (the “Named Executive Officers”) as of January 1, 2011 identified in the proxy statement for the Company’s 2011 annual meeting of shareholders:

Michael Doar
Chairman, Chief Executive Officer and President	 	$	375,000	 	
John G. Oblazney
Vice President, Secretary, Treasurer and Chief Financial Officer	 	$	190,000	 	
John P. Donlon
Executive Vice President, Worldwide Sales and Service	 	$	200,000	 	
Sonja K. McClelland
Corporate Controller and Assistant Secretary	 	$	145,000	 	
Gregory S. Volovic
Executive Vice President of Technology and Operations	 	$	215,000	 	

Employment Agreements.  The Company has entered into employment agreements with the Chief Executive Officer and the Chief Financial Officer.  These contracts generally provide for salary payments and other benefits for twelve months if the officer’s employment terminates for a qualifying event or circumstance other than gross misconduct.  The employment agreements are filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010.

61

 
 
Bonuses.  Each of the Named Executive Officers may be eligible to receive a discretionary bonus set or ratified by the Compensation Committee.  No discretionary bonuses were paid to the Named Executive Officers for the fiscal year 2010.

Equity-Based Awards.  The only incentive plan in which the named executive officers are eligible to participate is the 2008 Plan, which was approved by shareholders in March 2008.  The plan provides for equity-based incentive awards in the form of stock options, stock appreciation rights settled in stock, restricted shares, performance shares and performance units.  Under the plan, the Compenation Committee has authority to determine the officers, directors and key employees who will be granted awards; determine the form and size of the award; determine the terms and conditions upon which the awards will be granted; and prescribe the form and terms of award agreements.

Deferred Compensation Plan.  The Company maintains a nonqualified deferred compensation plan in which senior managers and other highly compensated employees are eligible to participate.  Eligible participants of the plan are able to defer between 2% and 50% of base salary and up to 100% of long-term annual bonus less required and voluntary payroll deductions in a given plan year.  The Board of Directors may declare a discretionary amount of matching credits for participants deferring compensation, up to a maximum of 6% of compensation.  Participants are 100% vested in all deferral and matching accounts at all times.  Amounts deferred under the plan are credited with earnings at the rate of return generated by mutual fund investment options elected by the participants that are offered in the Company’s 401(k) plan.

Medical, Disability and Life Insurance.  The Named Executive Officers participate in benefits coverage to help manage the financial impact of ill health, disability and death.  All Named Executive Officers are provided a supplemental disability benefit and the Chief Executive Officer is provided a split-dollar life insurance benefit.

Retirement Benefits.  The Company sponsors a 401(k) plan in which full-time employees are eligible to participate.  The purpose of the plan is to provide an incentive for employees to save for their retirement income needs and to provide additional attraction and retention of employees.  Executive officers participate in the 401(k) plan on the same basis as other eligible employees.

Perquisites.  Perquisites consist of the use of a company leased vehicle for the Chief Executive Officer and a car allowance for the Chief Financial Officer.

62

 

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

SUBSIDIARIES OF HURCO COMPANIES, INC.

Name	 	Jurisdiction of Incorporation	
Hurco B.V.
Hurco Canada	 	the Netherlands
Canada	
Hurco Europe Limited	 	United Kingdom	
Hurco GmbH
Hurco India Private, Ltd.	 	Federal Republic of Germany
India	
Hurco Manufacturing Ltd.	 	Taiwan R.O.C.	
Hurco S.a.r.l.	 	France	
Hurco S.r.l.	 	Italy	
Hurco (S.E. Asia) Pte Ltd.	 	Singapore	
Ningbo Hurco Machine Tool Company, Ltd.	 	China	
 
Hurco Companies, Inc. is the Company’s headquarters in Indianapolis, Indiana, U.S.A.  The foregoing list does not include other subsidiaries which, individually or in the aggregate, did not constitute a significant subsidiary as of October 31, 2010.

63

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on (Form S-8 Nos. 333-48204 and 333-149809) of Hurco Companies, Inc. of our reports dated January 12, 2011, with respect to the consolidated financial statements and schedule of Hurco Companies, Inc. and the effectiveness of internal control over financial reporting of Hurco Companies, Inc. included in this Annual Report (Form 10-K) for the year ended October 31, 2010.

/s/ Ernst & Young LLP

Indianapolis, Indiana
January 12, 2011

64

 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements of Hurco Companies, Inc. on (Form S-8 (Nos. 333-48204 and 333-149809) of our report dated January 12, 2009 on the consolidated financial statements and financial statement schedule as of October 31, 2008 and for the year ended October 31, 2008 which appears in this Form 10-K of Hurco Companies, Inc.

/s/ Crowe Horwath LLP

Indianapolis, Indiana
January 12, 2011

65

 

Exhibit 31.1

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 annual report on Form 10-K 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 financing 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 U.S. 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 fourth fiscal quarter in the case of an annual report) 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 of the Board, Chief Executive Officer and President	 	
January 12, 2011	 	

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Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
 
 	I, John G. Oblazney, certify that:	
 
 	1.	I have reviewed this annual report on Form 10-K 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 financing 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 U.S. 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 fourth fiscal quarter in the case of an annual report) 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/ John G. Oblazney	 	
John G. Oblazney	 	
Vice President & Chief Financial Officer	 	
January 12, 2011	 	

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Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Hurco Companies, Inc. (the “Company”) on Form 10-K for the period ending October 31, 2010, 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 of the Board, Chief Executive Officer and President	
January 12, 2011	

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Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Hurco Companies, Inc. (the “Company”) on Form 10-K for the period ending October 31, 2010, 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/ John G. Oblazney	 	
John G. Oblazney	 	
Vice President & Chief Financial Officer	 	
January 12, 2011	 	

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