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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended July 31, 2024 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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

HURC

The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).           Yes No

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

The number of shares of the Registrant’s common stock outstanding as of August 30, 2024 was 6,449,494.

HURCO COMPANIES, INC.

Form 10-Q Quarterly Report for Fiscal Quarter Ended July 31, 2024

Table of Contents

Part I - Financial Information

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Condensed Consolidated Statements of Operations Three and Nine Months Ended July 31, 2024 and 2023

3

 

 

 

Condensed Consolidated Statements of Comprehensive Income  (Loss) Three and Nine Months Ended July 31, 2024 and 2023

4

 

 

 

Condensed Consolidated Balance Sheets as of July 31, 2024 and October 31, 2023

5

 

 

 

Condensed Consolidated Statements of Cash Flows Three and Nine Months Ended July 31, 2024 and 2023

6

 

 

 

Condensed Consolidated Statements of Changes in Shareholders’ Equity Three and Nine Months Ended July 31, 2024 and 2023

7

 

 

 

Notes to Condensed Consolidated Financial Statements

8

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

28

 

 

Item 4.

Controls and Procedures

29

 

 

Part II - Other Information

 

 

Item 1.

Legal Proceedings

30

 

 

Item 1A.

Risk Factors

30

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

30

 

 

Item 5.

Other Information

30

 

 

Item 6.

Exhibits

31

 

 

Signatures

32

2

PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Three Months Ended

Nine Months Ended

July 31, 

July 31, 

2024

    

2023

    

2024

    

2023

(unaudited)

(unaudited)

Sales and service fees

$

42,651

$

53,201

$

132,882

$

161,702

Cost of sales and service

 

34,808

  

39,753

 

107,325

  

122,953

Gross profit

 

7,843

  

13,448

 

25,557

  

38,749

Selling, general and administrative expenses

 

10,376

  

12,436

 

33,352

  

35,512

Operating (loss) income

 

(2,533)

  

1,012

 

(7,795)

  

3,237

Interest expense

 

159

  

88

 

426

  

159

Interest income

 

172

  

122

 

492

  

259

Investment income, net

 

59

  

11

 

126

  

47

Other (expense) income, net

 

(136)

  

(412)

 

(1,125)

  

(131)

(Loss) income before income taxes

 

(2,597)

645

 

(8,728)

3,253

Provision for income taxes

 

6,999

  

385

 

6,438

  

1,286

Net (loss) income

$

(9,596)

$

260

$

(15,166)

$

1,967

(Loss) income per common share

Basic

$

(1.47)

$

0.04

$

(2.33)

$

0.30

Diluted

$

(1.47)

$

0.04

$

(2.33)

$

0.30

Weighted average common shares outstanding

Basic

6,513

6,462

6,505

6,511

Diluted

6,513

6,469

6,505

6,538

Dividends paid per share

$

$

0.16

$

0.32

$

0.47

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

3

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Three Months Ended

Nine Months Ended

July 31, 

July 31, 

    

2024

    

2023

    

2024

    

2023

    

(unaudited)

(unaudited)

Net (loss) income

$

(9,596)

  

$

260

$

(15,166)

$

1,967

Other comprehensive (loss) income:

 

  

 

  

Translation (loss) gain of foreign currency financial statements

 

1,085

  

(1,315)

 

1,601

  

8,346

(Gain) / loss on derivative instruments reclassified into operations, net of tax (expense) / benefit of $112, $(35), $297, and $(75), respectively

 

373

  

(117)

 

992

  

(249)

Gain / (loss) on derivative instruments, net of tax expense / (benefit) of $(74), $(128), $(261) and $(430), respectively

 

(248)

  

(429)

 

(870)

  

(1,442)

Total other comprehensive (loss) income

 

1,210

  

(1,861)

 

1,723

  

6,655

Comprehensive (loss) income

$

(8,386)

$

(1,601)

$

(13,443)

$

8,622

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

4

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

July 31, 

October 31, 

    

2024

    

2023

ASSETS

(unaudited)

Current assets:

 

  

  

Cash and cash equivalents

$

36,054

$

41,784

Accounts receivable, net

 

25,128

  

39,965

Inventories, net

 

164,170

  

157,952

Derivative assets

 

83

  

740

Prepaid and other assets

 

7,777

  

7,789

Total current assets

 

233,212

  

248,230

Property and equipment:

 

  

Land

 

1,046

  

1,046

Building

 

7,387

  

7,387

Machinery and equipment

 

26,056

  

26,779

Leasehold improvements

 

4,545

  

4,473

 

39,034

  

39,685

Less accumulated depreciation and amortization

 

(31,843)

  

(30,826)

Total property and equipment, net

 

7,191

  

8,859

Non–current assets:

 

  

Software development costs, less accumulated amortization

 

7,076

  

7,030

Intangible assets, net

 

798

  

994

Operating lease - right of use assets, net

12,158

10,971

Deferred income taxes

 

1,237

  

4,749

Investments and other assets

 

10,704

  

9,756

Total non–current assets

 

31,973

  

33,500

Total assets

$

272,376

$

290,589

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

Current liabilities:

 

  

Accounts payable

$

26,938

$

29,661

Customer deposits

4,341

2,827

Derivative liabilities

1,856

1,821

Operating lease liabilities

3,924

3,712

Accrued payroll and employee benefits

 

7,985

  

9,853

Accrued income taxes

 

830

  

1,713

Accrued expenses

 

4,283

  

4,092

Accrued warranty expenses

 

1,076

  

1,294

Total current liabilities

 

51,233

  

54,973

Non–current liabilities:

 

  

Deferred income taxes

 

59

  

83

Accrued tax liability

701

1,293

Operating lease liabilities

8,602

7,606

Deferred credits and other

 

5,156

  

4,403

Total non–current liabilities

 

14,518

  

13,385

Shareholders’ equity:

 

  

Preferred stock: no par value per share, 1,000,000 shares authorized; no shares issued

 

  

Common stock: no par value, $.10 stated value per share, 12,500,000 shares authorized; 6,607,060 and 6,553,673 shares issued and 6,493,846 and 6,462,138 shares outstanding, as of July 31, 2024 and October 31, 2023, respectively

 

649

  

646

Additional paid-in capital

 

61,919

  

61,665

Retained earnings

 

162,865

  

180,124

Accumulated other comprehensive loss

 

(18,808)

  

(20,204)

Total shareholders’ equity

 

206,625

  

222,231

Total liabilities and shareholders’ equity

$

272,376

$

290,589

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

5

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Three Months Ended

Nine Months Ended

July 31, 

July 31, 

    

2024

    

2023

    

2024

    

2023

(unaudited)

(unaudited)

Cash flows from operating activities:

  

  

Net (loss) income

$

(9,596)

$

260

$

(15,166)

$

1,967

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

 

 

Provision for doubtful accounts

 

20

(33)

 

(40)

29

Deferred income taxes

 

(3,395)

(68)

 

(3,536)

233

Deferred income tax valuation allowance

8,158

8,158

Equity in (income) loss of affiliates

 

(181)

(117)

 

(268)

(339)

Foreign currency (gain) loss

(571)

(144)

(1,177)

(2,387)

Unrealized (gain) loss on derivatives

 

(418)

272

 

821

322

Depreciation and amortization

 

888

1,037

 

2,678

3,141

Stock–based compensation

 

269

756

 

1,080

2,280

Change in assets and liabilities:

 

 

(Increase) decrease in accounts receivable

 

2,141

1,518

 

15,377

7,472

(Increase) decrease in inventories

 

1,386

(4,150)

 

(2,357)

(14,621)

(Increase) decrease in prepaid expenses

 

1,344

206

 

(1,068)

(2,450)

Increase (decrease) in accounts payable

 

(524)

(8,187)

 

(2,860)

(5,981)

Increase (decrease) in customer deposits

 

1,049

(309)

 

1,442

404

Increase (decrease) in accrued expenses

 

(484)

(227)

 

(3)

(2,154)

Increase (decrease) in accrued payroll and employee benefits

393

384

(1,865)

(2,420)

Increase (decrease) in accrued income tax

(365)

(257)

(909)

(1,237)

Increase (decrease) in accrued tax liability

4

(591)

Net change in derivative assets and liabilities

 

(527)

115

 

(633)

715

Other

 

(213)

(203)

 

(395)

(1,156)

Net cash provided by (used for) operating activities

 

(622)

(9,147)

 

(1,312)

(16,182)

 

Cash flows from investing activities:

 

Proceeds from sale of property and equipment

 

1

 

26

1

Purchase of property and equipment

 

(219)

(154)

 

(793)

(811)

Software development costs

 

(516)

(191)

 

(1,253)

(940)

Other investments

117

273

Net cash provided by (used for) investing activities

 

(734)

(345)

 

(1,903)

(1,477)

 

 

Cash flows from financing activities:

 

 

Proceeds from exercise of common stock options

270

Dividends paid

 

(1,059)

 

(2,093)

(3,093)

Taxes paid related to net settlement of restricted shares

 

 

(315)

(313)

Stock repurchases

(508)

(508)

(4,609)

Net cash provided by (used for) financing activities

 

(508)

(1,059)

 

(2,916)

(7,745)

Effect of exchange rate changes on cash and cash equivalents

 

376

(574)

 

401

2,512

 

Net decrease in cash and cash equivalents

 

(1,488)

(11,125)

 

(5,730)

(22,892)

 

 

Cash and cash equivalents at beginning of period

 

37,542

52,155

 

41,784

63,922

 

 

Cash and cash equivalents at end of period

$

36,054

$

41,030

$

36,054

$

41,030

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

6

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except shares outstanding)

Three Months Ended July 31, 2024 and 2023

Accumulated

Common Stock

Additional

Other

Shares

Paid–in

Retained

Comprehensive

(unaudited)

    

Outstanding

Amount

Capital

    

Earnings

    

Income (Loss)

    

Total

Balances, April 30, 2023

6,462,138

$

646

$

60,518

$

179,550

$

(13,009)

$

227,705

Net income (loss)

260

260

Other comprehensive income (loss)

(1,861)

(1,861)

Stock–based compensation expense, net of taxes withheld for vested restricted shares

756

756

Dividends paid

(1,059)

(1,059)

Balances, July 31, 2023

6,462,138

$

646

$

61,274

$

178,751

$

(14,870)

$

225,801

Balances, April 30, 2024

6,523,259

$

652

$

62,155

$

172,461

$

(19,691)

$

215,577

Net income (loss)

(9,596)

(9,596)

Other comprehensive income (loss)

1,210

1,210

Deferred income tax valuation allowances

(327)

(327)

Stock–based compensation expense, net of taxes withheld for vested restricted shares

269

269

Stock repurchases

(29,413)

(3)

(505)

(508)

Balances, July 31, 2024

6,493,846

$

649

$

61,919

$

162,865

$

(18,808)

$

206,625

Nine Months Ended July 31, 2024 and 2023

Accumulated

Common Stock

Additional

Other

Shares

Paid–in

Retained

Comprehensive

(unaudited)

    

Outstanding

    

Amount

    

Capital

    

Earnings

    

Income (Loss)

    

Total

Balances, October 31, 2022

6,566,994

$

657

$

63,635

$

179,877

$

(21,525)

$

222,644

Net income (loss)

1,967

 

1,967

Other comprehensive income (loss)

 

6,655

6,655

Stock–based compensation expense, net of taxes withheld for vested restricted shares

49,874

5

1,962

 

1,967

Exercise of common stock options

11,559

1

269

270

Stock repurchases

(166,289)

(17)

(4,592)

(4,609)

Dividends paid

(3,093)

 

(3,093)

Balances, July 31, 2023

6,462,138

$

646

$

61,274

$

178,751

$

(14,870)

$

225,801

Balances, October 31, 2023

6,462,138

$

646

$

61,665

$

180,124

$

(20,204)

$

222,231

Net income (loss)

(15,166)

 

(15,166)

Other comprehensive income (loss)

 

1,723

1,723

Deferred income tax valuation allowances

(327)

(327)

Stock–based compensation expense, net of taxes withheld for vested restricted shares

61,121

6

759

 

765

Stock repurchases

(29,413)

(3)

(505)

(508)

Dividends paid

(2,093)

 

(2,093)

Balances, July 31, 2024

6,493,846

$

649

$

61,919

$

162,865

$

(18,808)

$

206,625

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

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    GENERAL

The unaudited Condensed Consolidated Financial Statements include the accounts of Hurco Companies, Inc. and its consolidated subsidiaries.  As used in this report, the words “we”, “us”, “our”, “Hurco” and the “Company” refer to Hurco Companies, Inc. and its consolidated subsidiaries.

We design, manufacture, and sell computerized (i.e., Computer Numeric Control (“CNC”)) machine tools, consisting primarily of vertical machining centers (mills) and turning centers (lathes), to companies in the metal cutting industry through a worldwide sales, service, and distribution network.  Although most of 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.  We also provide machine tool components, automation integration equipment and solutions for job shops, software options, control upgrades, accessories and replacement parts for our products, as well as customer service, training, and applications support.  

The condensed consolidated financial information as of July 31, 2024 and for the three and nine months ended July 31, 2024 and July 31, 2023 is unaudited.  However, in our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, results of operations, changes in shareholders’ equity, and cash flows for and at the end of the interim periods.  We suggest that you read these Condensed Consolidated Financial Statements in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended October 31, 2023.

2.    REVENUE RECOGNITION

We design, manufacture, and sell computerized machine tools.  Our computer control systems and software products are primarily sold as integral components of our computerized machine tool products.  We also provide machine tool components, automation integration equipment and solutions for job shops, software options, control upgrades, accessories and replacement parts for our products, as well as customer service, training, and applications support.

We recognize revenues from the sale of machine tools, components and accessories, and services and reflect the consideration to which we expect to be entitled. We record revenues based on a five-step model in accordance with Financial Accounting Standards Board (“FASB”) guidance codified in Accounting Standard Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, we have defined contracts as agreements with our customers and distributors in the form of purchase orders, packing or shipping documents, invoices, and, periodically, verbal requests for components and accessories. For each contract, we identify our performance obligations, which are delivering goods or services, determine the transaction price, allocate the contract transaction price to each of the performance obligations (when applicable), and recognize the revenue when (or as) the performance obligation to the customer is fulfilled.

A good or service is transferred when the customer obtains control of that good or service. Our computerized machine tools are general purpose computer-controlled machine tools that are typically used in stand-alone operations. Prior to shipment, we test each machine to ensure the machine’s compliance with standard operating specifications. We deem that the customer obtains control upon delivery of the product and that obtaining control is not contingent upon contractual customer acceptance. Therefore, we recognize revenue from sales of our machine tool systems upon delivery of the product to the customer or distributor, which is normally at the time of shipment.

Depending upon geographic location, after shipment, a machine may be installed at the customer’s facility 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 operating specifications. We consider the machine installation process for our three-axis machines to be inconsequential and immaterial within the context of the contract. For our five-axis machines and automation systems that we install, we estimate the fair value of the installation performance obligation and recognize that installation revenue over the period of the installation process.

8

From time to time, and depending upon geographic location, we may provide training or freight services. We consider these services to be immaterial within the context of the contract, as the value of these services typically does not rise to a material level as a component of the total contract value. Service fees from maintenance contracts are deferred and recognized in earnings over the term of the contract and are generally sold on a stand-alone basis. Customer discounts and estimated product returns are considered variable consideration and are recorded as a reduction of revenue in the same period that the related sales are recorded. We have reviewed the overall sales transactions for variable consideration and have determined that these amounts are not significant.

3.    DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

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

Derivatives Designated as Hedging Instruments

We enter into foreign currency forward exchange contracts periodically to hedge certain forecasted inter-company sales and purchases denominated in the following foreign currencies: the Pound Sterling, Euro and New Taiwan Dollar.  The purpose of these instruments is to mitigate the risk that the U.S. dollar net cash inflows and outflows resulting from sales and purchases denominated in foreign currencies will be adversely affected by changes in exchange rates.  These forward contracts have been designated as cash flow hedge instruments and are recorded in the Condensed Consolidated Balance Sheets at fair value in Derivative assets and Derivative liabilities.  The effective portion of the gains and losses resulting from the changes in the fair value of these hedge contracts is deferred in Accumulated other comprehensive income (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 immediately reported in Other income (expense), net.  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 July 31, 2024, denominated in Euros, Pounds Sterling, and New Taiwan Dollars with set maturity dates ranging from August 2024 through July 2025. The contract amounts, expressed at forward rates in U.S. dollars at July 31, 2024, were $7.5 million for Euros, $4.5 million for Pounds Sterling, and $14.6 million for New Taiwan Dollars. At July 31, 2024, we had $0.9 million of loss, net of tax, related to cash flow hedges deferred in Accumulated other comprehensive income (loss). Included in this amount was $0.6 million of unrealized loss, net of tax, related to cash flow hedge instruments that remain subject to currency fluctuation risk. The majority of these deferred gains will be recorded as an adjustment to Cost of sales and service in periods through July 2025, when the corresponding inventory that is the subject of the related hedge contracts is sold, as described above.

We are also exposed to foreign currency exchange risk related to our investment in net assets in foreign countries. To manage this risk, we entered into a forward contract with a notional amount of €3.0 million in November 2023. We designated this forward contract as a hedge of our net investment in Euro denominated assets. We selected the forward method under FASB guidance related to the accounting for derivative instruments and hedging activities. The forward method requires all changes in the fair value of the contract to be reported as a cumulative translation adjustment in Accumulated other comprehensive income (loss), net of tax, in the same manner as the underlying hedged net assets. This forward contract matures in November 2024. As of July 31, 2024, we had a realized gain of $1.2 million and an immaterial amount of unrealized loss, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive loss related to this forward contract.

9

Derivatives Not Designated as Hedging Instruments

We also enter into foreign currency forward exchange contracts to protect against the effects of foreign currency fluctuations on inter-company receivables, payables and loans 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 in Other (expense) income, net in the Condensed Consolidated Statements of Operations consistent with the transaction gain or loss on the related receivables and payables denominated in foreign currencies.  

We had forward contracts outstanding as of July 31, 2024, denominated in Euros, Pounds Sterling, and New Taiwan Dollars with set maturity dates ranging from August 2024 through February 2025.  The contract amounts, expressed at forward rates in U.S. dollars at July 31, 2024, totaled $52.9 million.

Fair Value of Derivative Instruments

We recognize the fair value of derivative instruments as assets and liabilities on a gross basis on our Condensed Consolidated Balance Sheets. As of July 31, 2024 and October 31, 2023, all derivative instruments were recorded at fair value on our Condensed Consolidated Balance Sheets as follows (in thousands):

July 31, 2024

October 31, 2023

Balance Sheet

Fair

Balance Sheet

Fair

Derivatives

    

Location

    

Value

    

Location

    

Value

    

Designated as Hedging Instruments:

  

  

  

  

Foreign exchange forward contracts

Derivative assets

$

48

Derivative assets

$

363

Foreign exchange forward contracts

Derivative liabilities

$

798

Derivative liabilities

$

1,232

  

 

 

  

Not Designated as Hedging Instruments:

  

 

  

Foreign exchange forward contracts

Derivative assets

$

35

Derivative assets

$

377

Foreign exchange forward contracts

Derivative liabilities

$

1,058

Derivative liabilities

$

589

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

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Changes in Shareholders’ Equity, and Condensed Consolidated Statements of Operations, net of tax, during the three months ended July 31, 2024 and 2023 (in thousands):

Location of Gain

Amount of Gain

Amount of Gain (Loss)

 (Loss) Reclassified

 (Loss) Reclassified

Recognized in Other

from Other

from Other

 Comprehensive

Comprehensive

Comprehensive

Derivatives

Income (Loss)

Income (Loss)

Income (Loss)

Three Months Ended

Three Months Ended

July 31, 

July 31, 

    

2024

    

2023

    

    

2024

    

2023

Designated as Hedging Instruments:

(Effective portion)

 

  

  

  

 

Foreign exchange forward contracts
– Intercompany sales/purchases

$

(248)

$

(429)

Cost of sales and service

$

(373)

 

$

117

Foreign exchange forward contract
– Net investment

$

(20)

$

14

  

 

  

  

 

  

10

We did not recognize any gains or losses as a result of hedges deemed ineffective for either of the three months ended July 31, 2024 or 2023. We recognized the following gains and losses in our Condensed Consolidated Statements of Operations during the three months ended July 31, 2024 and 2023 on derivative instruments not designated as hedging instruments (in thousands):

Location of Gain 

(Loss) Recognized

Amount of Gain (Loss)

Derivatives

    

 in Operations

Recognized in Operations

Three Months Ended

July 31, 

    

2024

    

2023

Not Designated as Hedging Instruments:

 

  

 

  

 

Foreign exchange forward contracts

 

Other (expense) income, net

$

(632)

 

$

(1,040)

The following table presents the changes in the components of Accumulated other comprehensive loss, net of tax, for the three months ended July 31, 2024 (in thousands):

Foreign Currency

Cash Flow

    

Translation

    

Hedges

    

Total

Balance, April 30, 2024

$

(17,469)

  

$

(2,222)

$

(19,691)

Other comprehensive income (loss) before reclassifications

 

1,085

 

(248)

 

837

Reclassifications

 

 

373

 

373

Deferred income tax valuation allowances

 

 

(327)

 

(327)

Balance, July 31, 2024

$

(16,384)

  

$

(2,424)

$

(18,808)

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Changes in Shareholders’ Equity, and Condensed Consolidated Statements of Operations, net of tax, during the nine months ended July 31, 2024 and 2023 (in thousands):

Location of Gain

Amount of Gain

Amount of Gain (Loss)

 (Loss) Reclassified

 (Loss) Reclassified

Recognized in Other

from Other

from Other

 Comprehensive

Comprehensive

Comprehensive

Income (Loss)

Income (Loss)

Income (Loss)

Nine Months Ended

Nine Months Ended

July 31, 

July 31, 

Derivatives

    

2024

    

2023

    

    

2024

    

2023

Designated as Hedging Instruments:

(Effective Portion)

 

  

  

  

 

Foreign exchange forward contracts
– Intercompany sales/purchases

$

(870)

$

(1,442)

Cost of sales and service

$

(992)

 

$

249

Foreign exchange forward contract
– Net investment

$

(29)

$

(210)

  

 

  

  

 

  

We did not recognize any gains or losses as a result of hedges deemed ineffective for either of the nine months ended July 31, 2024 or 2023. We recognized the following gains and losses in our Condensed Consolidated Statements of Operations during the nine months ended July 31, 2024 and 2023 on derivative instruments not designated as hedging instruments (in thousands):

Location of Gain 

(Loss) Recognized

Amount of Gain (Loss)

Derivatives

 in Operations

Recognized in Operations

Nine Months Ended

July 31, 

Derivatives

    

    

2024

    

2023

    

Not Designated as Hedging Instruments:

 

  

 

  

 

 

Foreign exchange forward contracts

 

Other (expense) income, net

$

(2,042)

 

$

(2,504)

 

11

The following table presents the changes in the components of Accumulated other comprehensive loss, net of tax, for the nine months ended July 31, 2024 (in thousands):

Foreign

Cash

Currency

Flow

    

Translation

    

Hedges

    

Total

Balance, October 31, 2023

$

(17,985)

  

$

(2,219)

$

(20,204)

Other comprehensive income (loss) before reclassifications

 

1,601

 

(870)

 

731

Reclassifications

 

 

992

 

992

Deferred income tax valuation allowances

 

 

(327)

 

(327)

Balance, July 31, 2024

$

(16,384)

  

$

(2,424)

$

(18,808)

4.    EQUITY INCENTIVE PLAN

In March 2016, we adopted the Hurco Companies, Inc. 2016 Equity Incentive Plan (as amended, the “2016 Equity Plan”), which allows us to grant awards of stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards.  The 2016 Equity Plan replaced the Hurco Companies, Inc. 2008 Equity Incentive Plan (the “2008 Equity Plan”) and is the only active plan under which equity awards may be made by us to our employees and non-employee directors.  No further awards will be made under our 2008 Equity Plan.  The total number of shares of our common stock that may be issued pursuant to awards under the 2016 Equity Plan was initially 856,048, which included 386,048 shares that remained available for future grants under the 2008 Equity Plan as of March 10, 2016, the date our shareholders approved the 2016 Equity Plan.  On March 10, 2022, our shareholders approved the Amended and Restated Hurco Companies, Inc. 2016 Equity Incentive Plan, which, among other items, increased the aggregate number of shares that may be issued under the 2016 Equity Plan by 850,000 shares.

The Compensation Committee of our Board of Directors has the authority to determine the officers, directors, and key employees who will be granted awards under the 2016 Equity Plan; 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 restricted shares and performance stock units under the 2016 Equity Plan that are currently outstanding.  We previously granted stock options under the 2008 Equity Plan. No stock options remained outstanding as of July 31, 2024.  The market value of a share of our common stock, for purposes of the 2016 Equity 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.

On March 14, 2024, the Compensation Committee granted a total of 22,878 shares of time-based restricted stock to our non-employee directors. The restricted shares vest in full one year from the date of grant provided the recipient remains on the board of directors through that date. The grant date fair value of the restricted shares was based on the closing sales price of our common stock on the grant date, which was $20.98 per share.

On January 4, 2024, the Compensation Committee approved a long-term incentive compensation arrangement for our executive officers in the form of time-based restricted shares and performance stock units (“PSUs”) under the 2016 Equity Plan, which will be payable in shares of our common stock if earned and vested. The awards were approximately 25% time-based vesting and approximately 75% performance-based vesting. The three-year performance period for the PSUs is fiscal year 2024 through fiscal year 2026.

On that date, the Compensation Committee granted a total of 36,574 shares of time-based restricted stock to our executive officers.  The restricted shares vest in thirds over three years from the date of grant provided the recipient remains employed through that date.  The grant date fair value of the restricted shares was based upon the closing sales price of our common stock on the date of grant, which was $21.53 per share.

On January 4, 2024, the Compensation Committee also granted a total target number of 58,520 PSUs to our executive officers designated as “PSU – NI”. These PSUs were weighted as approximately 40% of the overall 2024 executive long-term incentive compensation arrangement and will vest and be paid based upon the achievement of pre-established goals related to our average net income over the three-year period of fiscal 2024-2026. Participants will have the ability to earn between 50% of the target number of the PSUs – NI for achieving threshold performance and 200% of the target number of the PSUs – NI for achieving maximum performance. The grant date fair value of the PSUs – NI was based on the closing sales price of our common stock on the grant date, which was $21.53 per PSU.

12

On January 4, 2024, the Compensation Committee also granted a total target number of 51,205 PSUs to our executive officers designated as “PSU –FCF”. These PSUs were weighted as approximately 35% of the overall 2024 executive long-term incentive compensation arrangement and will vest and be paid based upon the achievement of pre-established goals related to our average free cash flow over the three-year period of fiscal 2024-2026. Participants will have the ability to earn between 50% of the target number of the PSUs – FCF for achieving threshold performance and 200% of the target number of the PSUs – FCF for achieving maximum performance. The grant date fair value of the PSUs – FCF was based on the closing sales price of our common stock on the grant date, which was $21.53 per PSU.

On November 8, 2023, the Compensation Committee granted a total of 16,673 shares of time-based restricted stock to our non-executive employees. The restricted shares vest in thirds over three years from the date of grant provided the recipient remains employed through that date. The grant date fair value of the restricted shares was based upon the closing sales price of our common stock on the date of grant, which was $19.78 per share.

A reconciliation of our restricted stock and PSU activity and related information for the nine-month period ended July 31, 2024 is as follows:

Weighted Average Grant

    

Number of Shares

    

Date Fair Value

Unvested at October 31, 2023

 

318,317

$

28.27

Shares or units granted

 

185,850

21.31

Shares or units vested

 

(61,121)

27.90

Shares or units cancelled

 

(50,375)

27.97

Shares withheld

 

(14,579)

27.77

Unvested at July 31, 2024

 

378,092

$

24.97

During the nine months of fiscal 2024 and 2023, we recorded approximately $1.1 million and $2.3 million, respectively, of stock-based compensation expense, related to grants under the 2016 Equity Plan. As of July 31, 2024, there was an estimated $2.8 million of total unrecognized stock-based compensation cost that we expect to recognize by the end of the first quarter of fiscal year 2027.

5.    EARNINGS PER SHARE

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

Three Months Ended

Nine Months Ended

July 31, 

July 31, 

2024

2023

2024

2023

    

Basic

    

Diluted

    

Basic

    

Diluted

    

Basic

    

Diluted

    

Basic

    

Diluted

Net (loss) income

$

(9,596)

$

(9,596)

$

260

$

260

$

(15,166)

$

(15,166)

$

1,967

$

1,967

Undistributed earnings allocated to participating shares

 

 

 

(4)

 

(4)

 

 

 

(27)

 

(27)

Net (loss) income applicable to common shareholders

$

(9,596)

$

(9,596)

$

256

$

256

$

(15,166)

$

(15,166)

$

1,940

$

1,940

Weighted average shares outstanding

 

6,513

 

6,513

 

6,462

 

6,462

 

6,505

 

6,505

 

6,511

 

6,511

Stock options and contingently issuable securities

 

 

 

 

7

 

 

 

 

27

 

6,513

 

6,513

 

6,462

 

6,469

 

6,505

 

6,505

 

6,511

 

6,538

(Loss) income per share

$

(1.47)

$

(1.47)

$

0.04

$

0.04

$

(2.33)

$

(2.33)

$

0.30

$

0.30

6.    ACCOUNTS RECEIVABLE

Accounts receivable is net of provision for credit losses of $1.5 million as of each of July 31, 2024 and October 31, 2023.

13

7.    INVENTORIES

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

    

July 31, 

    

October 31, 

    

2024

2023

Purchased parts and sub–assemblies, net

$

37,301

  

$

37,161

Work–in–process

 

15,119

 

16,217

Finished goods

 

111,750

 

104,574

Inventories, net

$

164,170

  

$

157,952

8.    LEASES

Our lease portfolio includes leased production and assembly facilities, warehouses and distribution centers, office space, vehicles, material handling equipment utilized in our production and assembly facilities, laptops and other information technology equipment, as well as other miscellaneous leased equipment. Most of the leased production and assembly facilities have lease terms ranging from two to five years, although the terms and conditions of our leases can vary significantly from lease to lease. We have assessed the specific terms and conditions of each lease to determine the amount of the lease payments and the length of the lease term, which includes the minimum period over which lease payments are required plus any renewal options that are both within our control to exercise and reasonably certain of being exercised upon lease commencement. In determining whether or not a renewal option is reasonably certain of being exercised, we assessed all relevant factors to determine if sufficient incentives exist as of lease commencement to conclude renewal is reasonably certain. There are no material residual value guarantees provided by us, nor any restrictions or covenants imposed by the leases to which we are a party. In determining the lease liability, we utilize our incremental borrowing rate to discount the future lease payments over the lease term to present value.

We record a right-of-use asset and lease liability on our Condensed Consolidated Balance Sheets for all leases that, at the commencement date, have a lease term of more than 12 months and are classified as operating leases.  

We recorded total operating lease expenses of $1.3 million for each of the three months ended July 31, 2024 and 2023, and $4.1 million and $3.9 million for the nine months ended July 31, 2024 and 2023, respectively, which are classified within Cost of sales and service and Selling, general and administrative expenses within the Condensed Consolidated Statements of Operations.  Operating lease expense includes short-term leases and variable lease payments that are immaterial.  There have been no lease costs capitalized on the Condensed Consolidated Balance Sheets as of July 31, 2024.

The following table summarizes supplemental cash flow information and non-cash activity related to operating leases for the three and nine months ended July 31, 2024 and 2023 (in thousands):

Three Months Ended

Nine Months Ended

July 31, 

July 31, 

    

2024

2023

    

2024

2023

Operating cash flow information:

    Cash paid for amounts included in the measurement of lease liabilities

$

1,202

$

1,257

$

3,500

$

3,768

Non-cash information:

    Right-of-use assets obtained in exchange for new operating lease liabilities

$

1,676

$

3,681

$

4,278

$

6,053

14

The following table summarizes the maturities of undiscounted cash flows of lease commitments reconciled to the total lease liability as of July 31, 2024 (in thousands):

Remainder of 2024

$

1,218

2025

3,924

2026

2,910

2027

2,252

2028

1,752

2029 and thereafter

1,426

Total

13,482

   Less: Imputed interest

(956)

Present value of operating lease liabilities

$

12,526

As of July 31, 2024, the weighted-average remaining term of our lease portfolio was approximately 4.1 years and the weighted-average discount rate was approximately 3.5%.

9.    SEGMENT INFORMATION

We operate in a single segment: industrial automation equipment.  We design, manufacture, and sell computerized (i.e., CNC) machine tools, consisting primarily of vertical machining centers (mills) and turning centers (lathes), to companies in the metal cutting industry through a worldwide sales, service, and distribution network.  Although most of 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.  We also provide machine tool components, automation integration equipment and solutions for job shops, software options, control upgrades, accessories and replacement parts for our products, as well as customer service, training, and applications support.

The following table sets forth sales and service fees by product group and services for the three and nine months ended July 31, 2024 and 2023 (in thousands):

Three Months Ended July 31, 

Nine Months Ended July 31, 

    

2024

    

2023

    

2024

    

2023

Computerized Machine Tools

$

33,191

  

$

43,189

$

104,176

  

$

132,535

Computer Control Systems and Software

 

697

 

778

 

1,866

 

1,916

Service Parts

 

6,535

 

7,166

 

20,389

 

21,101

Service Fees

 

2,228

 

2,068

 

6,451

 

6,150

Total

$

42,651

  

$

53,201

$

132,882

  

$

161,702

 Amounts shown do not include computer control systems and software sold as an integrated component of computerized machine tools.

10.    GUARANTEES AND PRODUCT WARRANTIES

From time to time, our subsidiaries guarantee third party payment obligations in connection with the sale of machines to customers that use financing. We follow FASB guidance for accounting for guarantees (codified in ASC 460, Guarantees). As of July 31, 2024, we had nine outstanding third party payment guarantees totaling approximately $0.9 million. The terms of these guarantees are consistent with the underlying customer financing terms. Upon shipment of a machine, the customer assumes 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 liabilities under these guarantees at fair value, which amounts are insignificant.

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.

15

A reconciliation of the changes in our warranty reserve is as follows (in thousands):

    

Nine Months Ended

July 31, 

2024

2023

Balance, beginning of period

$

1,294

  

$

1,426

Provision for warranties during the period

 

1,629

 

1,949

Charges to the reserve

 

(1,861)

 

(2,119)

Impact of foreign currency translation

 

14

 

62

Balance, end of period

$

1,076

  

$

1,318

The year-over-year decrease in our warranty reserve was primarily due to a lower volume of machines subject to warranty as machine sales levels decreased.

11.  DEBT AGREEMENTS

On December 31, 2018, we and our subsidiary Hurco B.V. entered into a credit agreement with Bank of America, N.A., as the lender, which was subsequently amended on each of March 13, 2020, December 23, 2020, December 17, 2021, January 4, 2023, and December 19, 2023 (as amended, the “2018 Credit Agreement”). The 2018 Credit Agreement provides for an unsecured revolving credit and letter of credit facility in a maximum aggregate amount of $40.0 million. The 2018 Credit Agreement provides that the maximum amount of outstanding letters of credit at any one time may not exceed $10.0 million, the maximum amount of outstanding loans made to our subsidiary Hurco B.V. at any one time may not exceed $20.0 million, and the maximum amount of all outstanding loans denominated in alternative currencies at any one time may not exceed $20.0 million. Under the 2018 Credit Agreement, we and Hurco B.V. are borrowers, and certain of our other subsidiaries are guarantors. The scheduled maturity date of the 2018 Credit Agreement is December 31, 2025.

Borrowings under the 2018 Credit Agreement bear interest at floating rates based on, at our option, either (i) a rate based upon the secured overnight financing rate (“SOFR”), the Sterling Overnight Index Average Reference Rate, the Euro Interbank Offering Rate, or another alternative currency-based rate approved by the lender, depending on the term of the loan and the currency in which such loan is denominated, plus 1.00% per annum, or (ii) a base rate (which is the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate or (c) the one month SOFR-based rate plus 1.00%), plus 0.00% per annum. Outstanding letters of credit will carry an annual rate of 1.00%.

The 2018 Credit Agreement contains customary affirmative and negative covenants and events of default, including covenants (1) restricting us from making certain investments, loans, advances and acquisitions (but permitting us to make investments in subsidiaries of up to $10.0 million); (2) restricting us from making certain payments, including (a) cash dividends, except that we may pay cash dividends as long as immediately before and after giving effect to such payment, the sum of the unused amount of the commitments under the 2018 Credit Agreement plus our cash on hand is not less than $10.0 million, and as long as we are not in default before and after giving effect to such dividend payments and (b) payments made to repurchase shares of our common stock, except that we may repurchase shares of our common stock as long as we are not in default before and after giving effect to such repurchases and the aggregate amount of payments made by us for all such repurchases during any fiscal year does not exceed $25.0 million; (3) requiring that we maintain a minimum working capital of $125.0 million; and (4) requiring that we maintain a minimum tangible net worth of $176.5 million.  We may use the proceeds from advances under the 2018 Credit Agreement for general corporate purposes.

In March 2019, our wholly-owned subsidiaries in Taiwan (Hurco Manufacturing Limited (“HML”)) and China (Ningbo Hurco Machine Tool, Ltd. (“NHML”)) closed on uncommitted revolving credit facilities with maximum aggregate amounts of 150 million New Taiwan Dollars and 32.5 million Chinese Yuan, respectively.  As uncommitted facilities, both the Taiwan and China credit facilities are subject to review and termination by the respective underlying lending institution from time to time.  In February and December 2023, NHML and HML, respectively, renewed the above-referenced credit facilities on substantially similar terms and identical maximum aggregate limits.

As of July 31, 2024, our existing credit facilities consisted of a €1.5 million revolving credit facility in Germany, the 150 million New Taiwan Dollars Taiwan credit facility, the 32.5 million Chinese Yuan China credit facility, and the $40.0 million revolving credit facility under the 2018 Credit Agreement.

16

As of July 31, 2024, there were no borrowings under any of our credit facilities and there was approximately $50.7 million of available borrowing capacity thereunder.  There were also no borrowings under any of our credit facilities as of October 31, 2023.

12.  INCOME TAXES

Our provision for income taxes and effective tax rate is affected by the geographic composition of pre-tax income which includes jurisdictions with differing tax rates, conditional reduced tax rates, and other events that are not consistent from period to period, such as changes in income tax laws.

We recorded an income tax expense during the first nine months of fiscal 2024 of $6.4 million compared to $1.3 million for the same period in fiscal 2023. Our effective tax rate for the first nine months of fiscal 2024 was (74%), compared to 40% in the corresponding prior year period. The year-over-year increase in income tax expense for the nine months of fiscal 2024 was primarily due to an $8.2 million non-cash valuation allowance on U.S. deferred tax assets, changes in geographic mix of income and loss that includes jurisdictions with differing tax rates, and discrete items related to unvested stock compensation. Because we have a valuation allowance recorded against our U.S. deferred tax assets, we did not record a tax benefit for our U.S. net losses for the nine months ended July 31, 2024. The valuation allowance recorded during the third quarter of fiscal 2024 reflects a full valuation allowance of the U.S. deferred tax assets and was recorded based on our conclusion that the deferred tax assets were not more likely than not going to be realized.  

Our unrecognized tax benefits were $192,000 as of July 31, 2024, and $182,000 as of October 31, 2023, and in each case included accrued interest.

We recognize accrued interest and penalties related to unrecognized tax benefits as components of income tax expense. As of July 31, 2024, the gross amount of interest accrued, reported in Accrued expenses, was approximately $54,000, which did not include the federal tax benefit of interest deductions.

We file U.S. federal and state income tax returns, as well as tax returns in several foreign jurisdictions. The statutes of limitations with respect to unrecognized tax benefits will expire between August 2024 and August 2025.

13.  FINANCIAL INSTRUMENTS

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

The carrying amounts for cash and cash equivalents approximate their fair values due to the short maturity of these instruments, and such instruments meet the Level 1 criteria of the three–tier fair value hierarchy discussed above. The carrying amount of short-term debt approximates fair value due to the variable rate of the interest and the short-term nature of the instrument.

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 July 31, 2024 and October 31, 2023 (in thousands):

Assets

Liabilities

    

July 31, 2024

    

October 31, 2023

    

July 31, 2024

    

October 31, 2023

    

Level 1

 

  

  

 

  

 

Mutual Funds

$

2,861

  

$

2,217

 

$

$

Level 2

 

 

 

 

 

 

Derivatives

$

83

  

$

740

 

$

1,856

$

1,821

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 that are readily available.

17

Included in Level 2 fair value measurements are derivative assets and liabilities related to gains and losses on foreign currency forward exchange contracts, as described in Note 3 of Notes to the Condensed Consolidated Financial Statements, entered into with a third party. We estimate the fair value of these derivatives on a recurring basis using foreign currency exchange rates obtained from active markets. Derivative instruments are reported in the accompanying Condensed Consolidated Financial Statements at fair value. The U.S. dollar equivalent notional amounts of these contracts were $84.3 million and $97.8 million at July 31, 2024 and October 31, 2023, respectively.

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

14.  CONTINGENCIES AND LITIGATION

From time to time, we are involved in various claims and lawsuits arising in the normal course of business. Pursuant to applicable accounting rules, we accrue the minimum liability for each known claim when the estimated outcome is a range of possible loss and no one amount within that range is more likely than another. We maintain insurance policies for such matters, and we record insurance recoveries when we determine such recovery to be probable. 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. We believe that the ultimate resolution of claims for any losses will not exceed our insurance policy coverages.

15.  NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements:

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update will be effective for our fiscal year 2025, with the option to early adopt.  We are currently assessing the impact this new accounting guidance will have on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to income tax disclosures, which aims to improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments will be effective for our fiscal year 2026, with the option to early adopt at any time prior to the effective date.  We are currently assessing the impact this new accounting guidance will have on our consolidated financial statements and disclosures.

There have been no other significant changes in the Company’s critical accounting policies and estimates during the nine months ended July 31, 2024.

18

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains information intended to help provide an understanding of our financial condition and other related matters, including our liquidity, capital resources, and results of operations. The MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited financial statements and the notes accompanying our unaudited financial statements appearing elsewhere in this report, as well as our audited financial statements, the accompanying notes and the MD&A included in our Annual Report on Form 10-K for the year ended October 31, 2023.

EXECUTIVE OVERVIEW

Hurco Companies, Inc. is an international, industrial technology company operating in a single segment.  We design, manufacture, and sell computerized (i.e., CNC) machine tools, consisting primarily of vertical machining centers (mills) and turning centers (lathes), to companies in the metal cutting industry through a worldwide sales, service, and distribution network.  Although most of 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.  We also provide machine tool components, automation integration equipment and solutions for job shops, software options, control upgrades, accessories, and replacement parts for our products, as well as customer service, training, and applications 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 financial statements that appear elsewhere in this report.

The market for machine tools is international in scope. We have both significant foreign sales and significant foreign manufacturing operations.  During the nine months of fiscal 2024, approximately 52% of our revenues were attributable to customers in Europe, where we typically sell more of our higher-performance, higher-priced VMX series machines.  Additionally, approximately 11% of our revenues were attributable to customers in the Asia Pacific region, where we encounter greater pricing pressures.  We operate in a cyclical industry where sales and order trends often change periodically and can vary from region to region.  

During a time of global uncertainty and lower sales volumes, we have turned our attention to adjusting overhead expenses and operating expenses to help minimize the impact of the lower volumes of sales on operating income.  We implemented cost reductions in the third quarter of fiscal year 2024 and adjusted and managed inventories (excluding the impact of foreign currency).  We used that cashflow to manage our capital allocation strategies to continue investing in new technologies, product development, and necessary capital expenditures to maximize cashflows without incurring any significant indebtedness as we continue to seek new acquisitions and other growth opportunities.  The cyclicality of our business requires that we exercise discipline in managing through unexpected changes in the markets and industries in which we operate.  We believe that our long history of profitability and the strength of our balance sheet can provide us with stability to manage through these business cycles and we rely on our past experience in making measured decisions for the long-term success of our business.

We have three brands of CNC machine tools in our product portfolio: Hurco is the technology innovation brand for customers who want to increase productivity and profitability by selecting a brand with the latest software and motion technology.  Milltronics is the value-based brand for shops that want easy-to-use machines at competitive prices.  The Takumi brand is for customers that need very high speed, high efficiency performance, such as that required in the production, die and mold, aerospace, and medical industries.  Takumi machines are equipped with industry standard controls instead of the proprietary controls found on Hurco and Milltronics machines.  These three brands of CNC machine tools are responsible for the vast majority of our revenue.  However, we have added other non-Hurco branded products to our product portfolio that have contributed product diversity and market penetration opportunity.  These non-Hurco branded products are sold by our wholly-owned distributors and are comprised primarily of other general-purpose vertical milling centers and lathes, laser cutting machines, waterjet cutting machines, CNC grinders, compact horizontal machines, metal cutting saws and CNC swill lathes. ProCobots LLC is our wholly-owned subsidiary that provides automation solutions. In addition, through our wholly-owned subsidiary in Italy, LCM Precision Technology S.r.l. (“LCM”), we produce high value machine tool components and accessories.

19

We principally sell our products through approximately 180 independent agents and distributors throughout the Americas, Europe, and Asia.  Although some distributors carry competitive products, we are the primary line for the majority of our distributors globally.  We also have our own direct sales and service organizations in China, the Czech Republic, France, Germany, India, Italy, the Netherlands, Poland, Singapore, Taiwan, the United Kingdom, and certain parts of the United States, which are among the world’s principal machine tool consuming markets.  The vast majority of our machine tools are manufactured and assembled to our specifications primarily by our wholly-owned subsidiary in Taiwan, HML.  Machine castings to support HML’s production are manufactured at our wholly-owned subsidiary in Ningbo, China, NHML.  Components to support our SRT line of five-axis machining centers, such as the direct drive spindle, swivel head, and rotary table, are manufactured by our wholly-owned subsidiary in Italy, LCM.

Our sales to foreign customers are denominated, and payments by those customers are made, in the prevailing currencies in the countries in which those customers are located (primarily the Euro, Pound Sterling, and Chinese Yuan). 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 financial statements 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, which reflect translation to U.S. dollars at exchange rates prevailing during the period covered by those financial statements.  

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

RESULTS OF OPERATIONS

Three Months Ended July 31, 2024 Compared to Three Months Ended July 31, 2023

Sales and Service Fees. Sales and service fees for the third quarter of fiscal year 2024 were $42.7 million, a decrease of $10.6 million, or 20%, compared to the corresponding prior year period, and included an unfavorable currency impact of less than $0.1 million, or less than 1%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Sales and Service Fees by Geographic Region

The following table sets forth sales and service fees by geographic region for the third fiscal quarter ended July 31, 2024 and 2023 (dollars in thousands):

    

Three Months Ended

July 31, 

    

2024

    

2023

    

$ Change

    

% Change

Americas

$

15,389

    

36

%  

$

18,272

    

34

%  

$

(2,883)

 

(16)

%

Europe

 

24,068

 

56

%  

 

31,162

 

59

%  

 

(7,094)

 

(23)

%

Asia Pacific

 

3,194

 

8

%  

 

3,767

 

7

%  

 

(573)

 

(15)

%

Total

$

42,651

 

100

%  

$

53,201

 

100

%  

$

(10,550)

 

(20)

%

Sales in the Americas for the third quarter of fiscal year 2024 decreased by 16%, compared to the corresponding period in fiscal year 2023, primarily due to decreased shipments of Hurco and Takumi machines.  The decrease in sales of these machines was primarily attributable to decreased shipments of Hurco and Takumi 3-axis vertical machines, partially offset by increased sales of higher-performing Hurco 5-axis machines and Milltronics 3-axis vertical machines.

European sales for the third quarter of fiscal year 2024 decreased by 23%, compared to the corresponding period in fiscal year 2023, and included a favorable currency impact of less than 1%, when translating foreign sales to U.S. dollars for financial reporting purposes. The year-over-year decrease in European sales was primarily attributable to a decreased volume of shipments of Hurco and Takumi machines in Germany, Italy, and the United Kingdom, as well as decreased shipments of electro-mechanical components and accessories manufactured by our wholly-owned subsidiary, LCM.

20

Asian Pacific sales for the third quarter of fiscal year 2024 decreased by 15%, compared to the corresponding prior year period, and included an unfavorable currency impact of 2%, when translating foreign sales to U.S. dollars for financial reporting purposes.  The third quarter of fiscal year 2024 decrease in Asian Pacific sales was mainly due to decreased shipments of Takumi machines in China and Hurco machines in Southeast Asia, partially offset by increased shipments of Hurco machines in India and one customer with multiple machine orders in China.  

Sales and Service Fees by Product Category

The following table sets forth sales and service fees by product group and services for the third fiscal quarter ended July 31, 2024 and 2023 (dollars in thousands):

    

Three Months Ended

July 31, 

    

2024

    

2023

    

$ Change

    

% Change

Computerized Machine Tools

$

33,191

    

78

%  

$

43,189

    

81

%  

$

(9,998)

 

(23)

%

Computer Control Systems and Software

 

697

 

2

%  

 

778

 

1

%  

 

(81)

 

(10)

%

Service Parts

 

6,535

 

15

%  

 

7,166

 

14

%  

 

(631)

 

(9)

%

Service Fees

 

2,228

 

5

%  

 

2,068

 

4

%  

 

160

 

8

%

Total

$

42,651

 

100

%  

$

53,201

 

100

%  

$

(10,550)

 

(20)

%

 Amounts shown do not include computer control systems and software sold as an integrated component of computerized machine tools.

Sales of computerized machine tools for the third quarter of fiscal year 2024 decreased by 23%, compared to the corresponding prior year period, primarily due to a decreased volume of shipments of Hurco and Takumi machines in Germany, the Americas, Italy, and China, and included an unfavorable currency impact of less than 1% when translating foreign sales to U.S. dollars for financial reporting purposes. Sales of computer control systems and software for the third quarter of fiscal year 2024 decreased by 10%, compared to the corresponding prior year period, due mainly to decreased aftermarket sales of Hurco software upgrades in France and the Americas, partially offset by increased aftermarket sales of systems and software upgrades in the United Kingdom.  Sales of service parts for the third quarter of fiscal year 2024 decreased by 9%, compared to the corresponding prior year period, primarily due to decreased aftermarket sales of Hurco service parts in Germany and the Americas.  Service fees for the third quarter of fiscal year 2024 increased by 8%, compared to the corresponding prior year period, primarily due to increased aftermarket services performed in the United Kingdom and Germany.

Orders.  Orders for the third quarter of fiscal year 2024 were $52.8 million, an increase of $10.7 million, or 26%, compared to the corresponding period in fiscal year 2023, and included an unfavorable currency impact of less than $0.1 million, or less than 1%, when translating foreign orders to U.S. dollars.

The following table sets forth new orders booked by geographic region for the third fiscal quarter ended July 31, 2024 and 2023 (dollars in thousands):

    

Three Months Ended

July 31, 

    

2024

    

2023

    

$ Change

    

% Change

Americas

$

17,625

    

33

%  

$

14,607

    

35

%  

$

3,018

 

21

%

Europe

 

28,349

 

54

%  

 

24,752

 

59

%  

 

3,597

 

15

%

Asia Pacific

 

6,841

 

13

%  

 

2,723

 

6

%  

 

4,118

 

151

%

Total

$

52,815

 

100

%  

$

42,082

 

100

%  

$

10,733

 

26

%

Orders in the Americas for the third quarter of fiscal year 2024 increased by 21%, compared to the corresponding period in fiscal year 2023. The increase in orders was primarily due to increased customer demand for Hurco higher-performing 5-axis machines, Hurco and Milltronics lathes, and Milltronics 3-axis vertical machines.  

21

European orders for the third quarter of fiscal year 2024 increased by 15%, compared to the corresponding prior year period, and included a favorable currency impact of less than 1%, when translating foreign orders to U.S. dollars. The increase in orders was driven primarily by increased customer demand for Hurco machines in the United Kingdom, France and Italy, particularly Hurco lathes and higher-performing 5-axis machines.  

Asian Pacific orders for the third quarter of fiscal year 2024 increased by 151%, compared to the corresponding prior year period, and included an unfavorable currency impact of 5%, when translating foreign orders to U.S. dollars. The increase in Asian Pacific orders was driven primarily by increased customer demand for Hurco and Takumi machines in China, India, and Southeast Asia.  The increased customer demand for Hurco machines in China and India related primarily to two customers with multiple machine orders.

Gross Profit. Gross profit for the third quarter of fiscal year 2024 was $7.8 million, or 18% of sales, compared to $13.4 million, or 25% of sales, for the corresponding prior year period. The year-over-year decrease in gross profit was primarily due to the lower volume of vertical milling machine sales in the Americas and Europe. Additionally, the third quarter of fiscal 2024 included decreases in average net selling prices for certain machines, designed to penetrate key markets and reduce inventories.  The decreases in both sales volume and pricing unfavorably impacted gross profit in dollars and as a percentage of sales, reducing our leverage of fixed costs, in comparison to the corresponding prior year period.  Further, certain cost reductions were implemented in the third quarter of fiscal 2024 in an effort to help offset the impact of lower sales volumes and pricing.

Operating Expenses. Selling, general, and administrative expenses for the third quarter of fiscal year 2024 were $10.4 million, or 24% of sales, compared to $12.4 million, or 23% of sales, in the corresponding fiscal year 2023 period, and included an unfavorable currency impact of less than $0.1 million, when translating foreign expenses to U.S. dollars for financial reporting purposes.  The year-over-year reduction in selling, general and administrative expenses in absolute dollar terms was primarily due to cost reductions implemented in the third quarter of fiscal year 2024 in an effort to help offset the impact of lower sales volume.  Despite the reduction in absolute dollar terms, selling, general, and administrative expenses as a percentage of sales increased in the third quarter of fiscal year 2024 compared to the corresponding prior year period due to the lower volume of sales year-over-year.

Operating Income/Loss. Operating loss for the third quarter of fiscal year 2024 was $2.5 million, compared to operating income of $1.0 million for the corresponding period in fiscal year 2023.  The change was primarily due to a lower volume of sales of vertical milling machines and the negative impact of fixed costs on lower sales and production volumes.

Other (Expense) Income, Net.  Other expense, net for the third quarter of fiscal year 2024 was $0.1 million compared to $0.4 million for the corresponding period in fiscal year 2023.  The decrease in other expense was due mainly to a reduction in foreign currency exchange loss in the third quarter of fiscal year 2024 compared to the same period in fiscal year 2023.

Income Taxes. Income tax expense during the third quarter of fiscal 2024 was $7.0 million, compared to $0.4 million for the corresponding period in 2023. The year-over-year increase in income tax expense for the third quarter of fiscal 2024 was primarily due to an $8.2 million non-cash valuation allowance on U.S. deferred tax assets, changes in geographic mix of income and loss that includes jurisdictions with differing tax rates, and discrete items related to unvested stock compensation. Because we have a valuation allowance recorded against our U.S. deferred tax assets, we did not record a tax benefit for our U.S. net losses for the three months ended July 31, 2024. The valuation allowance recorded during the third quarter of fiscal 2024 reflects a full valuation allowance of the U.S. deferred tax assets and was recorded based on our conclusion that the deferred tax assets were not more likely than not going to be realized.  

Nine Months Ended July 31, 2024 Compared to Nine Months Ended July 31, 2023

Sales and Service Fees. Sales and service fees for the nine months of fiscal year 2024 were $132.9 million, a decrease of $28.8 million, or 18%, compared to the corresponding prior year period, and included a favorable currency impact of $0.8 million, or less than 1%, when translating foreign sales to U.S. dollars for financial reporting purposes.

Sales and Service Fees by Geographic Region

The following table sets forth sales and service fees by geographic region for the nine months ended July 31, 2024 and 2023 (dollars in thousands):

22

    

Nine Months Ended

 

    

July 31, 

    

2024

    

2023

    

$ Change

    

% Change

 

    

Americas

$

48,986

    

37

%  

$

58,609

    

36

%  

$

(9,623)

 

(16)

%

Europe

 

69,538

 

52

%  

 

89,745

 

56

%  

 

(20,207)

 

(23)

%

Asia Pacific

 

14,358

 

11

%  

 

13,348

 

8

%  

 

1,010

 

8

%

Total

$

132,882

 

100

%  

$

161,702

 

100

%  

$

(28,820)

 

(18)

%

Sales in the Americas for the nine months of fiscal year 2024 decreased by 16%, compared to the corresponding period in fiscal year 2023, primarily due to decreased shipments of Hurco and Takumi machines.  The decrease in sales of these machines was primarily attributable to decreased shipments of Hurco and Takumi 3-axis vertical machines, partially offset by increased sales of higher-performing Hurco 5-axis machines and Milltronics 3-axis vertical machines.

European sales for the nine months of fiscal year 2024 decreased by 23%, compared to the corresponding period in fiscal year 2023, and included a favorable currency impact of 1%, when translating foreign sales to U.S. dollars for financial reporting purposes.  The year-over-year decrease in European sales was primarily attributable to a decreased volume of shipments of Hurco and Takumi machines in Germany, Italy, and the United Kingdom, as well as decreased shipments of electro-mechanical components and accessories manufactured by our wholly-owned subsidiary, LCM.

Asian Pacific sales for the nine months of fiscal year 2024 increased by 8%, compared to the corresponding prior year period, and included an unfavorable currency impact of 2%, when translating foreign sales to U.S. dollars for financial reporting purposes.  The year-over-year increase in Asian Pacific sales in the nine-month period was primarily attributable to increased shipments of Hurco machines in India and one customer with multiple machine orders in China, partially offset by decreased shipments of Takumi machines in China and Hurco machines in Southeast Asia.

Sales and Service Fees by Product Category

The following table sets forth sales and service fees by product group and services for the nine months ended July 31, 2024 and 2023 (dollars in thousands):

    

Nine Months Ended

July 31, 

   

2024

   

2023

   

$ Change

   

% Change

 

Computerized Machine Tools

$

104,176

   

79

$

132,535

   

82

$

(28,359)

 

(21)

%

Computer Control Systems and Software

 

1,866

 

1

 

1,916

 

1

 

(50)

 

(3)

%

Service Parts

 

20,389

 

15

 

21,101

 

13

 

(712)

 

(3)

%

Service Fees

 

6,451

 

5

 

6,150

 

4

 

301

 

5

%

Total

$

132,882

 

100

%  

$

161,702

 

100

%  

$

(28,820)

 

(18)

%

 Amounts shown do not include computer control systems and software sold as an integrated component of computerized machine tools.

Sales of computerized machine tools for the nine months of fiscal year 2024 decreased by 21%, compared to the corresponding prior year period, primarily due to a decreased volume of shipments of Hurco and Takumi machines in Germany, the Americas, Italy, and the United Kingdom, and included a favorable currency impact of less than 1% when translating foreign sales to U.S. dollars for financial reporting purposes. Sales of computer control systems and software for the nine months of fiscal year 2024 decreased by 3%, compared to the corresponding prior year period, due mainly to decreased aftermarket sales of Hurco software upgrades in Germany, Italy and the Americas, partially offset by increased aftermarket sales of systems and software upgrades in the United Kingdom and Southeast Asia. Sales of service parts for the nine months of fiscal year 2024 decreased by 3%, compared to the corresponding prior year period, primarily due to decreased aftermarket sales of Hurco service parts in the Americas and the United Kingdom, partially offset by increased aftermarket sales of Hurco service parts in Germany and France.  Service fees for the nine months of fiscal year 2024 increased by 5%, compared to the corresponding prior year period, primarily due to increased aftermarket services performed in the United Kingdom and France, partially offset by decreased aftermarket services performed in the Americas.

23

Orders.  Orders for the nine months of fiscal year 2024 were $147.2 million, a decrease of $8.3 million, or 5%, compared to the corresponding period in fiscal year 2023, and included a favorable currency impact of $0.8 million, or less than 1%, when translating foreign orders to U.S. dollars.

The following table sets forth new orders booked by geographic region for the nine months ended July 31, 2024 and 2023 (dollars in thousands):

Nine Months Ended

July 31, 

  

2024

  

2023

  

$ Change

  

% Change

Americas

$

55,490

  

38

%

$

56,548

  

37

%

$

(1,058)

(2)

%

Europe

 

75,757

 

51

%  

 

87,632

 

56

%  

 

(11,875)

 

(14)

%

Asia Pacific

 

15,978

 

11

%  

 

11,355

 

7

%  

 

4,623

 

41

%

Total

$

147,225

 

100

%  

$

155,535

 

100

%  

$

(8,310)

 

(5)

%

Orders in the Americas for the nine months of fiscal year 2024 decreased by 2%, compared to the corresponding period in fiscal year 2023. The decrease in orders was primarily due to decreased customer demand for Hurco 3-axis vertical machines, partially offset by increased demand for Hurco higher-performing 5-axis machines and Milltronics 3-axis vertical machines. The decrease in orders was also impacted by a reduction in average net selling prices for certain machines, designed to penetrate key markets and reduce inventories.  

European orders for the nine months of fiscal year 2024 decreased by 14%, compared to the corresponding prior year period, and included a favorable currency impact of 1%, when translating foreign orders to U.S. dollars. The year-over-year decrease was mainly due to decreased customer demand for Hurco machines across the European region where our customers are located and for electro-mechanical components and accessories manufactured by LCM.

Asian Pacific orders for the nine months of fiscal year 2024 increased by 41%, compared to the corresponding prior year period, and included an unfavorable currency impact of 3%, when translating foreign orders to U.S. dollars. The year-over-year increase in Asian Pacific orders was driven primarily by increased customer demand for Hurco machines in China and Hurco and Takumi machines in India, partially offset by decreased demand for Takumi machines in China. The increased customer demand for Hurco machines in China and India related primarily to two customers with multiple machine orders.

Gross Profit. Gross profit for the nine months of fiscal year 2024 was $25.6 million, or 19% of sales, compared to $38.7 million, or 24% of sales, for the corresponding prior year period.  The year-over-year decrease was primarily due to the lower volume of vertical milling machine sales in the Americas and Europe. Additionally, the second and third quarters of fiscal 2024 included decreases in average net selling prices for certain machines, designed to penetrate key markets and reduce inventories.   The decreases in both sales volume and pricing unfavorably impacted gross profit in dollars and as a percentage of sales, reducing our leverage of fixed costs, in comparison to the corresponding prior year period.  Further, certain cost reductions were implemented in the third quarter of fiscal 2024 in an effort to help offset the impact of lower sales volumes and pricing.

Operating Expenses. Selling, general, and administrative expenses for the nine months of fiscal year 2024 were $33.4 million, or 25% of sales, compared to $35.5 million, or 22% of sales, in the corresponding fiscal year 2023 period, and included an unfavorable currency impact of $0.2 million, when translating foreign expenses to U.S. dollars for financial reporting purposes. The year-over-year reduction in selling, general and administrative expenses in absolute dollar terms was primarily due to cost reductions implemented in the third quarter of fiscal year 2024 in an effort to help offset the impact of lower sales volume.  Despite the reduction in absolute dollar terms, selling, general, and administrative expenses as a percentage of sales increased in the nine months of fiscal year 2024 compared to the corresponding prior year period due to the lower volume of sales year-over-year.

Operating Income/Loss. Operating loss for the nine months of fiscal year 2024 was $7.8 million, compared to operating income of $3.2 million for the corresponding period in fiscal year 2023.  The change was primarily due to a lower volume of sales of vertical milling machines and the negative impact of fixed costs on lower sales and production volumes.

Other (Expense) Income, Net.  Other expense, net for the nine months of fiscal year 2024 was $1.1 million compared to $0.1 million for the corresponding period in fiscal year 2023, due mainly to an increase in foreign currency exchange loss in the nine months of fiscal year 2024 compared to the same period in fiscal year 2023.

24

Income Taxes. Income tax expense during the nine months of fiscal 2024 was $6.4 million, compared to income tax expense of $1.3 million for the corresponding period in 2023. The year-over-year increase in income tax expense for the nine months of fiscal 2024 was primarily due to an $8.2 million non-cash valuation allowance on U.S. deferred tax assets, changes in geographic mix of income and loss that includes jurisdictions with differing tax rates, and discrete items related to unvested stock compensation. Because we have a valuation allowance recorded against our U.S. deferred tax assets, we did not record a tax benefit for our U.S. net losses for the nine months ended July 31, 2024. The valuation allowance recorded during the third quarter of fiscal 2024 reflects a full valuation allowance of the U.S. deferred tax assets and was recorded based on our conclusion that the deferred tax assets were not more likely than not going to be realized.  

LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2024, we had cash and cash equivalents of $36.1 million, compared to $41.8 million at October 31, 2023.  Approximately 26% of the $36.1 million of cash and cash equivalents was denominated in U.S. dollars.  The balance was attributable to our foreign operations and is held in the local currencies of our various foreign entities, subject to fluctuations in currency exchange rates. We do not believe that the indefinite reinvestment of these funds offshore impairs our ability to meet our domestic working capital needs.

Working capital was $182.0 million at July 31, 2024, compared to $193.3 million at October 31, 2023. The decrease in working capital was primarily driven by decreases in accounts receivable, net and cash and cash equivalents, partially offset by increases in inventories, net and decreases in accounts payable and accrued payroll and employee benefits.

Capital expenditures of $2.1 million during the nine months of fiscal year 2024 were primarily for capital improvements in existing facilities and software development costs.  We funded these expenditures with cash on hand.  

On January 6, 2023, we announced a share repurchase program in an aggregate amount of up to $25.0 million. Repurchases under the program may be made in the open market or through privately negotiated transactions from time to time through November 10, 2024, subject to applicable laws, regulations, and contractual provisions. The program may be amended, suspended, or discontinued at any time and does not commit us to repurchase any shares of our common stock. During the three months and nine months ended July 31, 2024, we repurchased $0.5 million, or 29,413 shares, under that program, and $22.7 million remained available under the program as of that date. In August 2024, we repurchased an additional $0.8 million, or 44,352 shares, under that program, leaving $21.9 million repurchase authority remaining as of August 30, 2024.

During the nine months ended July 31, 2024, we paid cash dividends to our shareholders of $2.1 million. On June 14, 2024, we announced a temporary suspension of our regular quarterly cash dividend as we seek to enhance our financial flexibility and improve our ability to manage market volatility while focusing on strengthening our balance sheet, reinvesting in our core business and research and development related to emerging technologies, and returning value to shareholders via the appropriate channels in both the near and long-term.  Future dividends are subject to approval of our Board of Directors and will depend upon many factors, including our results of operations, financial condition, capital requirements, regulatory and contractual restrictions, our business strategy and other factors deemed relevant by our Board of Directors from time to time.  Subsequent to the June 14, 2024, dividend suspension announcement, we repurchased a total of $1.3 million, or 73,765 shares, through August 30, 2024, in an effort to continue returning value to shareholders.

On December 31, 2018, we and our subsidiary Hurco B.V. entered into the 2018 Credit Agreement with Bank of America, N.A., as the lender, which was subsequently amended on each of March 13, 2020, December 23, 2020, December 17, 2021, January 4, 2023 and December 19, 2023.  The 2018 Credit Agreement provides for an unsecured revolving credit and letter of credit facility in a maximum aggregate amount of $40.0 million. The 2018 Credit Agreement provides that the maximum amount of outstanding letters of credit at any one time may not exceed $10.0 million, the maximum amount of outstanding loans made to our subsidiary Hurco B.V. at any one time may not exceed $20.0 million, and the maximum amount of all outstanding loans denominated in alternative currencies at any one time may not exceed $20.0 million. Under the 2018 Credit Agreement, we and Hurco B.V. are borrowers, and certain of our other subsidiaries are guarantors. The scheduled maturity date of the 2018 Credit Agreement is December 31, 2025.

25

Borrowings under the 2018 Credit Agreement bear interest at floating rates based on, at our option, either (i) a rate based upon the SOFR, the Sterling Overnight Index Average Reference Rate, the Euro Interbank Offering Rate, or another alternative currency-based rate approved by the lender, depending on the term of the loan and the currency in which such loan is denominated, plus 1.00% per annum, or (ii) a base rate (which is the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate or (c) the one month SOFR-based rate plus 1.00%), plus 0.00% per annum. Outstanding letters of credit will carry an annual rate of 1.00%.

The 2018 Credit Agreement contains customary affirmative and negative covenants and events of default, including covenants (1) restricting us from making certain investments, loans, advances and acquisitions (but permitting us to make investments in subsidiaries of up to $10.0 million); (2) restricting us from making certain payments, including (a) cash dividends, except that we may pay cash dividends as long as immediately before and after giving effect to such payment, the sum of the unused amount of the commitments under the 2018 Credit Agreement plus our cash on hand is not less than $10.0 million, and as long as we are not in default before and after giving effect to such dividend payments and (b) payments made to repurchase shares of our common stock, except that we may repurchase shares of our common stock as long as we are not in default before and after giving effect to such repurchases and the aggregate amount of payments made by us for all such repurchases during any fiscal year does not exceed $25.0 million; (3) requiring that we maintain a minimum working capital of $125.0 million; and (4) requiring that we maintain a minimum tangible net worth of $176.5 million.  We may use the proceeds from advances under the 2018 Credit Agreement for general corporate purposes.

In March 2019, our wholly-owned subsidiaries in Taiwan, HML, and China, NHML, closed on uncommitted revolving credit facilities with maximum aggregate amounts of 150 million New Taiwan Dollars and 32.5 million Chinese Yuan, respectively.  As uncommitted facilities, both the Taiwan and China credit facilities are subject to review and termination by the respective underlying lending institution from time to time.  In February and December 2023, NHML and HML, respectively, renewed the above-referenced credit facilities on substantially similar terms and identical maximum aggregate limits.

As of July 31, 2024, our existing credit facilities consisted of a €1.5 million revolving credit facility in Germany, the 150 million New Taiwan Dollars Taiwan credit facility, the 32.5 million Chinese Yuan China credit facility and the $40.0 million revolving credit facility under the 2018 Credit Agreement.  We had no debt or borrowings under any of our credit facilities at July 31, 2024.

At July 31, 2024, we had an aggregate of approximately $50.7 million available for borrowing under our credit facilities and were in compliance with all covenants relating thereto.

We have an international cash pooling strategy that generally provides access to available cash deposits and credit facilities when needed in the U.S., Europe or Asia Pacific. We believe our access to cash pooling and our borrowing capacity under our credit facilities provide adequate liquidity to fund our global operations over the next twelve months and beyond, and allow us to remain committed to our strategic plan of product innovation, acquisitions, targeted penetration of developing markets, and a balanced capital allocation program.

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

CRITICAL ACCOUNTING ESTIMATES

Our MD&A is based upon our condensed 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 requires us to make judgments and estimates that affect the amounts reported in the condensed 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 critical accounting estimates, which are described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023, are frequently evaluated as our judgment and estimates are based upon historical experience and on various other assumptions that we believe to be reasonable under the circumstances. During the nine months of fiscal year 2024, there were no material changes to our critical accounting estimates as described in the MD&A included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

26

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

There have been no material changes related to our contractual obligations and commitments from the information provided in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

OFF BALANCE SHEET ARRANGEMENTS

From time to time, our subsidiaries guarantee third party payment obligations in connection with the sale of machines to customers that use financing. We follow FASB guidance for accounting for guarantees (codified in ASC 460). As of July 31, 2024, we had nine outstanding third party payment guarantees totaling approximately $0.9 million. The terms of these guarantees are consistent with the underlying customer financing terms. Upon shipment of a machine, the customer assumes the risk of ownership. The customer does not obtain title, however, until the customer 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 liabilities under these guarantees at fair value, which amounts are insignificant.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

These risks, uncertainties and other factors include, but are not limited to:

The cyclical nature of the machine tool industry;

Uncertain economic conditions, which may adversely affect overall demand, in the Americas, Europe and Asia Pacific markets;

The risks of our international operations;

Governmental actions, initiatives and regulations, including import and export restrictions, duties and tariffs and changes to tax laws;

The effects of changes in currency exchange rates;

Competition with larger companies that have greater financial resources;

Our dependence on new product development;

The need and/or ability to protect our intellectual property assets;

The limited number of our manufacturing and supply chain sources;

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

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

Our ability to integrate acquisitions;

Acquisitions that could disrupt our operations and affect operating results;

Failure to comply with data privacy and security regulations;

Breaches of our network and system security measures;

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

Impairment of our assets;

Negative or unforeseen tax consequences;

Uncertainty concerning our ability to use tax loss carryforwards;

Changes in the SOFR rate; and

The impact of the COVID-19 pandemic and other public health epidemics and pandemics on the global economy, our business and operations, our employees and the business, operations and economies of our customers and suppliers.

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

Readers are cautioned not to place undue reliance on these forward-looking statements. While we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This cautionary statement is applicable to all forward-looking statements contained in this report.

27

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Interest on borrowings under our bank credit agreements are tied to prevailing domestic and foreign interest rates. At July 31, 2024, we had no borrowings outstanding under any of our credit facilities.

Foreign Currency Exchange Risk

In the nine months of fiscal year 2024, we derived approximately 63% of our revenues from customers located outside of the Americas, where we invoiced and received payments in several foreign currencies. All of our computerized machine tools and computer control systems, as well as certain proprietary service parts, are sourced by our U.S.-based engineering and manufacturing division and re-invoiced to our foreign sales and service subsidiaries, primarily in their functional currencies.

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

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 inter-company receivables, payables, and loans 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 July 31, 2024, which are designated as cash flow hedges under FASB guidance related to accounting for derivative instruments and hedging activities, were as follows (in thousands, except weighted average forward rates):

Contract Amount at

Notional

Weighted 

Forward Rates in 

 Amount

Avg.

U.S. Dollars

Forward

 

in Foreign

 

Forward

 

Contract

 

July 31, 

Contracts

    

Currency

    

Rate

    

Date

    

2024

    

Maturity Dates

Sale Contracts:

 

  

 

  

 

  

 

  

Euro

 

6,900

1.0912

7,529

7,510

Aug 2024 - Jul 2025

Sterling

 

3,500

1.2601

4,410

4,492

Aug 2024 - Jul 2025

Purchase Contracts:

 

 

 

 

 

New Taiwan Dollar

 

470,000

30.7976

*

15,261

14,584

Aug 2024 - Jul 2025

* New Taiwan Dollars per U.S. dollar

Forward contracts for the sale or purchase of foreign currencies as of July 31, 2024, which were entered into to protect against the effects of foreign currency fluctuations on receivables and payables denominated in foreign currencies and are not designated as hedges under FASB guidance, were as follows (in thousands, except weighted average forward rates):

28

Contract Amount at

Notional 

Weighted

Forward Rates in

Amount

 Avg.

 U.S. Dollars

Forward

 

in Foreign

 

Forward

 

Contract

 

July 31, 

Contracts

    

Currency

    

Rate

    

Date

    

2024

    

Maturity Dates

Sale Contracts:

 

  

 

  

 

  

 

  

 

  

Euro

 

10,146

1.0824

10,982

11,009

Aug 2024 - Nov 2024

Sterling

 

1,151

1.2853

1,479

1,477

Aug 2024

Purchase Contracts:

 

New Taiwan Dollar

 

1,315,881

31.7645

*

41,426

40,428

Aug 2024 - Feb 2025

* New Taiwan Dollars per U.S. dollar

We are also exposed to foreign currency exchange risk related to our investment in net assets in foreign countries. To manage this risk, we have maintained a forward contract with a notional amount of €3.0 million. We designated this forward contract as a hedge of our net investment in Euro-denominated assets. We selected the forward method under FASB guidance related to the accounting for derivative instruments and hedging activities. The forward method requires all changes in the fair value of the contract to be reported as a cumulative translation adjustment in Accumulated other comprehensive income (loss), net of tax, in the same manner as the underlying hedged net assets. This forward contract matures in November 2024. As of July 31, 2024, we had a realized gain of $1.2 million and an immaterial amount of unrealized loss, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive loss related to the hedging of our net investment in Euro-denominated assets. Forward contracts for the sale or purchase of foreign currencies as of July 31, 2024, which are designated as net investment hedges under this guidance were as follows (in thousands, except weighted average forward rates):

Notional 

Weighted

 

Contract Amount at Forward Rates in 

Amount

 Avg.

 U.S. Dollars

Forward

in Foreign

Forward

Contract

July 31, 

Maturity

Contracts

    

Currency

    

Rate

    

Date

    

2024

    

Date

    

Sale Contracts:

 

  

 

  

 

  

 

  

 

  

 

Euro

 

3,000

 

1.0823

 

3,247

 

3,257

 

Nov 2024

 

Item 4.    CONTROLS AND PROCEDURES

We conducted an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2024, pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the evaluation date.

There were no changes in our internal control over financial reporting during the three months ended July 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

29

PART II - OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

From time to time, we are involved in various claims and lawsuits arising in the normal course of business. Pursuant to applicable accounting rules, we accrue the minimum liability for each known claim when the estimated outcome is a range of possible loss and no one amount within that range is more likely than another. We maintain insurance policies for such matters, and we record insurance recoveries when we determine such recovery to be probable. 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. We believe that the ultimate resolution of claims for any losses will not exceed our insurance policy coverages.

Item 1A.    RISK FACTORS

There have been no material changes from the risk factors disclosed in Part I, Item 1A – Risk Factors in our Annual Report on Form 10-K for the year ended October 31, 2023.

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

On January 6, 2023, we announced a share repurchase program in an aggregate amount of up to $25.0 million. Repurchases under the program may be made in the open market or through privately negotiated transactions from time to time through November 10, 2024, subject to applicable laws, regulations, and contractual provisions. The program may be amended, suspended, or discontinued at any time and does not commit us to repurchase any shares of our common stock. During the three months and nine months ended July 31, 2024, we repurchased $0.5 million, or 29,413 shares, under that program, and $22.7 million remained available under the program as of that date. The table below summarizes the repurchase of our common stock made by us during the three months ended July 31, 2024.

Approximate

Total Number of

Dollar Value of

Shares

Shares that

Purchased as

May Yet Be

Part of Publicly

Purchased

Total Number

Average Price

Announced

Under Plans or

of Shares

Paid per

Plans or

Programs

    

Purchased

    

Share

    

Programs

    

($ in thousands)

May 2024

$

-

0

$

23,192

June 2024

$

-

0

$

23,192

July 2024

29,413

$

17.27

(1)

29,413

$

22,683

Total

29,413

29,413

____________________

(1)Reflects the average weighted price of the shares repurchased as part of the publicly announced programs and includes commissions paid related to our repurchase of shares of common stock.  

In August 2024, we repurchased an additional $0.8 million, or 44,352 shares, under that program, leaving $21.9 million repurchase authority remaining as of August 30, 2024.

   

Item 5.    OTHER INFORMATION

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

30

During the three months ended July 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the Securities and Exchange Commission’s rules).

Item 6.    EXHIBITS

EXHIBIT INDEX

3.1

    

Amended and Restated Articles of Incorporation of the Registrant, as amended effective March 15, 2024, incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2024.

 

 

 

3.2

 

Amended and Restated By-Laws of the Registrant as amended through March 15, 2024 incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2024.

 

 

31.1

 

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

 

 

 

31.2

 

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

 

 

 

32.1

 

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

 

 

32.2

 

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

 

 

 

101

 

The following information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity; (vi) Notes to Condensed Consolidated Financial Statements; and (vii) information regarding trading arrangements set forth in Part II, Item 5.

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HURCO COMPANIES, INC.

By:

/s/ Sonja K. McClelland

Sonja K. McClelland

Executive Vice President, Treasurer & Chief Financial Officer

September 6, 2024

32

Exhibit 31.1

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

I, Gregory Volovic, certify that:

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

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

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

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

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

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

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

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 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 the 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.

Arch

/s/ Gregory Volovic

Gregory Volovic

Chief Executive Officer

September 6, 2024


Exhibit 31.2

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

I, Sonja K. McClelland, certify that:

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

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

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

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

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

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

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

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 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 the registrant's board of directors (or persons performing the equivalent functions):

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

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

/s/ Sonja K. McClelland

Sonja K. McClelland

Executive Vice President, Treasurer & Chief Financial Officer

September 6, 2024


Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hurco Companies, Inc. (the "Company") on Form 10-Q for the period ended July 31, 2024 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.

Arch

/s/ Gregory Volovic

Gregory Volovic

Chief Executive Officer

September 6, 2024


Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hurco Companies, Inc. (the "Company") on Form 10-Q for the period ended July 31, 2024, 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.

ar

/s/ Sonja K. McClelland

Sonja K. McClelland

Executive Vice President, Treasurer & Chief Financial Officer

September 6, 2024


v3.24.2.u1
Document And Entity Information - shares
9 Months Ended
Jul. 31, 2024
Aug. 30, 2024
Document And Entity Information [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jul. 31, 2024  
Entity File Number 0-9143  
Entity Registrant Name HURCO COMPANIES, INC.  
Entity Incorporation, State or Country Code IN  
Entity Tax Identification Number 35-1150732  
Entity Address, Address Line One One Technology Way  
Entity Address, City or Town Indianapolis  
Entity Address, State or Province IN  
Entity Address, Postal Zip Code 46268  
City Area Code 317  
Local Phone Number 293-5309  
Title of 12(b) Security Common Stock, no par value  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   6,449,494
Entity Central Index Key 0000315374  
Current Fiscal Year End Date --10-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Trading Symbol HURC  
v3.24.2.u1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS        
Sales and service fees $ 42,651 $ 53,201 $ 132,882 $ 161,702
Cost of sales and service 34,808 39,753 107,325 122,953
Gross profit 7,843 13,448 25,557 38,749
Selling, general and administrative expenses 10,376 12,436 33,352 35,512
Operating (loss) income (2,533) 1,012 (7,795) 3,237
Interest expense 159 88 426 159
Interest income 172 122 492 259
Investment income 59 11 126 47
Other (expense) income, net (136) (412) (1,125) (131)
(Loss) income before income taxes (2,597) 645 (8,728) 3,253
(Benefit) provision for income taxes 6,999 385 6,438 1,286
Net (loss) income $ (9,596) $ 260 $ (15,166) $ 1,967
(Loss) income per common share - basic $ (1.47) $ 0.04 $ (2.33) $ 0.30
(Loss) income per common share - diluted $ (1.47) $ 0.04 $ (2.33) $ 0.30
Weighted average common shares outstanding - basic 6,513 6,462 6,505 6,511
Weighted average common shares outstanding - diluted 6,513 6,469 6,505 6,538
Dividends paid per share   $ 0.16 $ 0.32 $ 0.47
v3.24.2.u1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME        
Net Income (Loss) $ (9,596) $ 260 $ (15,166) $ 1,967
Other comprehensive income (loss):        
Translation gain of foreign currency financial statements 1,085 (1,315) 1,601 8,346
(Gain) / loss on derivative instruments reclassified into operations, net of tax (expense) / benefit of $112, $(35), $297, and $(75), respectively 373 (117) 992 (249)
Gain / (loss) on derivative instruments, net of tax expense / (benefit) of $(74), $(128), $(261) and $(430), respectively (248) (429) (870) (1,442)
Total other comprehensive income 1,210 (1,861) 1,723 6,655
Comprehensive income $ (8,386) $ (1,601) $ (13,443) $ 8,622
v3.24.2.u1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME        
(Gain) / loss on derivative instruments reclassified into operations, tax $ 112 $ (35) $ 297 $ (75)
Loss on derivative instruments, tax $ (74) $ (128) $ (261) $ (430)
v3.24.2.u1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jul. 31, 2024
Oct. 31, 2023
Current assets:    
Cash and cash equivalents $ 36,054 $ 41,784
Accounts receivable, net 25,128 39,965
Inventories, net 164,170 157,952
Derivative assets 83 740
Prepaid assets 7,777 7,789
Total current assets 233,212 248,230
Property and equipment:    
Land 1,046 1,046
Building 7,387 7,387
Machinery and equipment 26,056 26,779
Leasehold improvements 4,545 4,473
Property and equipment, gross 39,034 39,685
Less accumulated depreciation and amortization (31,843) (30,826)
Total property and equipment, net 7,191 8,859
Non-current assets:    
Software development costs, less accumulated amortization 7,076 7,030
Intangible assets, net 798 994
Operating lease - right of use assets, net 12,158 10,971
Deferred income taxes 1,237 4,749
Investments and other assets 10,704 9,756
Total non-current assets 31,973 33,500
Total assets 272,376 290,589
Current liabilities:    
Accounts payable 26,938 29,661
Customer deposits 4,341 2,827
Derivative liabilities 1,856 1,821
Operating lease liabilities 3,924 3,712
Accrued payroll and employee benefits 7,985 9,853
Accrued income taxes 830 1,713
Accrued expenses 4,283 4,092
Accrued warranty expenses 1,076 1,294
Total current liabilities 51,233 54,973
Non-current liabilities:    
Deferred income taxes 59 83
Accrued tax liability 701 1,293
Operating lease liabilities 8,602 7,606
Deferred credits and other 5,156 4,403
Total non-current liabilities 14,518 13,385
Shareholders' equity:    
Preferred stock: no par value per share, 1,000,000 shares authorized; no shares issued 0 0
Common stock: no par value, $.10 stated value per share, 12,500,000 shares authorized; 6,607,060 and 6,553,673 shares issued and 6,493,846 and 6,462,138 shares outstanding, as of July 31, 2024 and October 31, 2023, respectively 649 646
Additional paid-in capital 61,919 61,665
Retained earnings 162,865 180,124
Accumulated other comprehensive loss (18,808) (20,204)
Total shareholders' equity 206,625 222,231
Total liabilities and shareholders' equity $ 272,376 $ 290,589
v3.24.2.u1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jul. 31, 2024
Oct. 31, 2023
CONSOLIDATED BALANCE SHEETS    
Preferred stock, no par value $ 0 $ 0
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Common Stock, No Par Value $ 0 $ 0
Common stock, stated value per share $ 0.10 $ 0.10
Common stock, shares authorized 12,500,000 12,500,000
Common stock, shares issued 6,607,060 6,553,673
Common stock, shares outstanding 6,493,846 6,462,138
v3.24.2.u1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Cash flows from operating activities:        
Net Income (Loss) $ (9,596) $ 260 $ (15,166) $ 1,967
Adjustments to reconcile net income to net cash provided by (used for) operating activities:        
Provision for doubtful accounts 20 (33) (40) 29
Deferred income taxes (3,395) (68) (3,536) 233
Deferred income tax valuation allowance 8,158   8,158  
Equity in (income) loss of affiliates (181) (117) (268) (339)
Foreign currency (gain) loss (571) (144) (1,177) (2,387)
Unrealized (gain) loss on derivatives (418) 272 821 322
Depreciation and amortization 888 1,037 2,678 3,141
Stock-based compensation 269 756 1,080 2,280
Change in assets and liabilities, net of acquisitions:        
(Increase) decrease in accounts receivable 2,141 1,518 15,377 7,472
(Increase) decrease in inventories 1,386 (4,150) (2,357) (14,621)
(Increase) decrease in prepaid expenses 1,344 206 (1,068) (2,450)
Increase (decrease) in accounts payable (524) (8,187) (2,860) (5,981)
Increase (decrease) in customer deposits 1,049 (309) 1,442 404
Increase (decrease) in accrued expenses (484) (227) (3) (2,154)
Increase (decrease) in accrued payroll and employee benefits 393 384 (1,865) (2,420)
Net change in deferred tax assets and liabilities (365) (257) (909) (1,237)
Increase (decrease) in accrued tax liability 4   (591)  
Net change in derivative assets and liabilities (527) 115 (633) 715
Other (213) (203) (395) (1,156)
Net cash provided by (used for) operating activities (622) (9,147) (1,312) (16,182)
Cash flows from investing activities:        
Proceeds from sale of property and equipment 1   26 1
Purchase of property and equipment (219) (154) (793) (811)
Software development costs (516) (191) (1,253) (940)
Other investments     117 273
Net cash provided by (used for) investing activities (734) (345) (1,903) (1,477)
Cash flows from financing activities:        
Proceeds from exercise of common stock options       270
Dividends paid   (1,059) (2,093) (3,093)
Taxes paid related to net settlement of restricted shares     (315) (313)
Stock repurchases (508)   (508) (4,609)
Net cash provided by (used for) financing activities (508) (1,059) (2,916) (7,745)
Effect of exchange rate changes on cash and cash equivalents 376 (574) 401 2,512
Net decrease in cash and cash equivalents (1,488) (11,125) (5,730) (22,892)
Cash and cash equivalents at beginning of period 37,542 52,155 41,784 63,922
Cash and cash equivalents at end of period $ 36,054 $ 41,030 $ 36,054 $ 41,030
v3.24.2.u1
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY - USD ($)
$ in Thousands
Common Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss [Member]
Total
Balances at Oct. 31, 2022 $ 657 $ 63,635 $ 179,877 $ (21,525) $ 222,644
Balances (in shares) at Oct. 31, 2022 6,566,994        
Net Income (Loss)     1,967   1,967
Other comprehensive income       6,655 6,655
Exercise of common stock options $ 1 269     270
Exercise of common stock options (in shares) 11,559        
Stock-based compensation expense, net of taxes withheld for vested restricted shares $ 5 1,962     1,967
Stock-based compensation expense, net of taxes withheld for vested restricted shares (in shares) 49,874        
Stock repurchases, net of excise tax payable $ (17) (4,592)     (4,609)
Stock repurchases, net of excise tax payable (in shares) (166,289)        
Dividends paid     (3,093)   (3,093)
Balances at Jul. 31, 2023 $ 646 61,274 178,751 (14,870) 225,801
Balances (in shares) at Jul. 31, 2023 6,462,138        
Balances at Apr. 30, 2023 $ 646 60,518 179,550 (13,009) 227,705
Balances (in shares) at Apr. 30, 2023 6,462,138        
Net Income (Loss)     260   260
Other comprehensive income       (1,861) (1,861)
Stock-based compensation expense, net of taxes withheld for vested restricted shares   756     756
Dividends paid     (1,059)   (1,059)
Balances at Jul. 31, 2023 $ 646 61,274 178,751 (14,870) 225,801
Balances (in shares) at Jul. 31, 2023 6,462,138        
Balances at Oct. 31, 2023 $ 646 61,665 180,124 (20,204) 222,231
Balances (in shares) at Oct. 31, 2023 6,462,138        
Net Income (Loss)     (15,166)   (15,166)
Other comprehensive income       1,723 1,723
Deferred income tax valuation allowances       (327) (327)
Stock-based compensation expense, net of taxes withheld for vested restricted shares $ 6 759     765
Stock-based compensation expense, net of taxes withheld for vested restricted shares (in shares) 61,121        
Stock repurchases, net of excise tax payable $ (3) (505)     (508)
Stock repurchases, net of excise tax payable (in shares) (29,413)        
Dividends paid     (2,093)   (2,093)
Balances at Jul. 31, 2024 $ 649 61,919 162,865 (18,808) 206,625
Balances (in shares) at Jul. 31, 2024 6,493,846        
Balances at Apr. 30, 2024 $ 652 62,155 172,461 (19,691) 215,577
Balances (in shares) at Apr. 30, 2024 6,523,259        
Net Income (Loss)     (9,596)   (9,596)
Other comprehensive income       1,210 1,210
Deferred income tax valuation allowances       (327) (327)
Stock-based compensation expense, net of taxes withheld for vested restricted shares   269     269
Stock repurchases, net of excise tax payable $ (3) (505)     (508)
Stock repurchases, net of excise tax payable (in shares) (29,413)        
Balances at Jul. 31, 2024 $ 649 $ 61,919 $ 162,865 $ (18,808) $ 206,625
Balances (in shares) at Jul. 31, 2024 6,493,846        
v3.24.2.u1
GENERAL
9 Months Ended
Jul. 31, 2024
BUSINESS OPERATIONS  
GENERAL

1.    GENERAL

The unaudited Condensed Consolidated Financial Statements include the accounts of Hurco Companies, Inc. and its consolidated subsidiaries.  As used in this report, the words “we”, “us”, “our”, “Hurco” and the “Company” refer to Hurco Companies, Inc. and its consolidated subsidiaries.

We design, manufacture, and sell computerized (i.e., Computer Numeric Control (“CNC”)) machine tools, consisting primarily of vertical machining centers (mills) and turning centers (lathes), to companies in the metal cutting industry through a worldwide sales, service, and distribution network.  Although most of 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.  We also provide machine tool components, automation integration equipment and solutions for job shops, software options, control upgrades, accessories and replacement parts for our products, as well as customer service, training, and applications support.  

The condensed consolidated financial information as of July 31, 2024 and for the three and nine months ended July 31, 2024 and July 31, 2023 is unaudited.  However, in our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, results of operations, changes in shareholders’ equity, and cash flows for and at the end of the interim periods.  We suggest that you read these Condensed Consolidated Financial Statements in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended October 31, 2023.

v3.24.2.u1
REVENUE RECOGNITION
9 Months Ended
Jul. 31, 2024
REVENUE RECOGNITION  
REVENUE RECOGNITION

2.    REVENUE RECOGNITION

We design, manufacture, and sell computerized machine tools.  Our computer control systems and software products are primarily sold as integral components of our computerized machine tool products.  We also provide machine tool components, automation integration equipment and solutions for job shops, software options, control upgrades, accessories and replacement parts for our products, as well as customer service, training, and applications support.

We recognize revenues from the sale of machine tools, components and accessories, and services and reflect the consideration to which we expect to be entitled. We record revenues based on a five-step model in accordance with Financial Accounting Standards Board (“FASB”) guidance codified in Accounting Standard Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, we have defined contracts as agreements with our customers and distributors in the form of purchase orders, packing or shipping documents, invoices, and, periodically, verbal requests for components and accessories. For each contract, we identify our performance obligations, which are delivering goods or services, determine the transaction price, allocate the contract transaction price to each of the performance obligations (when applicable), and recognize the revenue when (or as) the performance obligation to the customer is fulfilled.

A good or service is transferred when the customer obtains control of that good or service. Our computerized machine tools are general purpose computer-controlled machine tools that are typically used in stand-alone operations. Prior to shipment, we test each machine to ensure the machine’s compliance with standard operating specifications. We deem that the customer obtains control upon delivery of the product and that obtaining control is not contingent upon contractual customer acceptance. Therefore, we recognize revenue from sales of our machine tool systems upon delivery of the product to the customer or distributor, which is normally at the time of shipment.

Depending upon geographic location, after shipment, a machine may be installed at the customer’s facility 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 operating specifications. We consider the machine installation process for our three-axis machines to be inconsequential and immaterial within the context of the contract. For our five-axis machines and automation systems that we install, we estimate the fair value of the installation performance obligation and recognize that installation revenue over the period of the installation process.

From time to time, and depending upon geographic location, we may provide training or freight services. We consider these services to be immaterial within the context of the contract, as the value of these services typically does not rise to a material level as a component of the total contract value. Service fees from maintenance contracts are deferred and recognized in earnings over the term of the contract and are generally sold on a stand-alone basis. Customer discounts and estimated product returns are considered variable consideration and are recorded as a reduction of revenue in the same period that the related sales are recorded. We have reviewed the overall sales transactions for variable consideration and have determined that these amounts are not significant.

v3.24.2.u1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
9 Months Ended
Jul. 31, 2024
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES  
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

3.    DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

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

Derivatives Designated as Hedging Instruments

We enter into foreign currency forward exchange contracts periodically to hedge certain forecasted inter-company sales and purchases denominated in the following foreign currencies: the Pound Sterling, Euro and New Taiwan Dollar.  The purpose of these instruments is to mitigate the risk that the U.S. dollar net cash inflows and outflows resulting from sales and purchases denominated in foreign currencies will be adversely affected by changes in exchange rates.  These forward contracts have been designated as cash flow hedge instruments and are recorded in the Condensed Consolidated Balance Sheets at fair value in Derivative assets and Derivative liabilities.  The effective portion of the gains and losses resulting from the changes in the fair value of these hedge contracts is deferred in Accumulated other comprehensive income (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 immediately reported in Other income (expense), net.  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 July 31, 2024, denominated in Euros, Pounds Sterling, and New Taiwan Dollars with set maturity dates ranging from August 2024 through July 2025. The contract amounts, expressed at forward rates in U.S. dollars at July 31, 2024, were $7.5 million for Euros, $4.5 million for Pounds Sterling, and $14.6 million for New Taiwan Dollars. At July 31, 2024, we had $0.9 million of loss, net of tax, related to cash flow hedges deferred in Accumulated other comprehensive income (loss). Included in this amount was $0.6 million of unrealized loss, net of tax, related to cash flow hedge instruments that remain subject to currency fluctuation risk. The majority of these deferred gains will be recorded as an adjustment to Cost of sales and service in periods through July 2025, when the corresponding inventory that is the subject of the related hedge contracts is sold, as described above.

We are also exposed to foreign currency exchange risk related to our investment in net assets in foreign countries. To manage this risk, we entered into a forward contract with a notional amount of €3.0 million in November 2023. We designated this forward contract as a hedge of our net investment in Euro denominated assets. We selected the forward method under FASB guidance related to the accounting for derivative instruments and hedging activities. The forward method requires all changes in the fair value of the contract to be reported as a cumulative translation adjustment in Accumulated other comprehensive income (loss), net of tax, in the same manner as the underlying hedged net assets. This forward contract matures in November 2024. As of July 31, 2024, we had a realized gain of $1.2 million and an immaterial amount of unrealized loss, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive loss related to this forward contract.

Derivatives Not Designated as Hedging Instruments

We also enter into foreign currency forward exchange contracts to protect against the effects of foreign currency fluctuations on inter-company receivables, payables and loans 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 in Other (expense) income, net in the Condensed Consolidated Statements of Operations consistent with the transaction gain or loss on the related receivables and payables denominated in foreign currencies.  

We had forward contracts outstanding as of July 31, 2024, denominated in Euros, Pounds Sterling, and New Taiwan Dollars with set maturity dates ranging from August 2024 through February 2025.  The contract amounts, expressed at forward rates in U.S. dollars at July 31, 2024, totaled $52.9 million.

Fair Value of Derivative Instruments

We recognize the fair value of derivative instruments as assets and liabilities on a gross basis on our Condensed Consolidated Balance Sheets. As of July 31, 2024 and October 31, 2023, all derivative instruments were recorded at fair value on our Condensed Consolidated Balance Sheets as follows (in thousands):

July 31, 2024

October 31, 2023

Balance Sheet

Fair

Balance Sheet

Fair

Derivatives

    

Location

    

Value

    

Location

    

Value

    

Designated as Hedging Instruments:

  

  

  

  

Foreign exchange forward contracts

Derivative assets

$

48

Derivative assets

$

363

Foreign exchange forward contracts

Derivative liabilities

$

798

Derivative liabilities

$

1,232

  

 

 

  

Not Designated as Hedging Instruments:

  

 

  

Foreign exchange forward contracts

Derivative assets

$

35

Derivative assets

$

377

Foreign exchange forward contracts

Derivative liabilities

$

1,058

Derivative liabilities

$

589

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

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Changes in Shareholders’ Equity, and Condensed Consolidated Statements of Operations, net of tax, during the three months ended July 31, 2024 and 2023 (in thousands):

Location of Gain

Amount of Gain

Amount of Gain (Loss)

 (Loss) Reclassified

 (Loss) Reclassified

Recognized in Other

from Other

from Other

 Comprehensive

Comprehensive

Comprehensive

Derivatives

Income (Loss)

Income (Loss)

Income (Loss)

Three Months Ended

Three Months Ended

July 31, 

July 31, 

    

2024

    

2023

    

    

2024

    

2023

Designated as Hedging Instruments:

(Effective portion)

 

  

  

  

 

Foreign exchange forward contracts
– Intercompany sales/purchases

$

(248)

$

(429)

Cost of sales and service

$

(373)

 

$

117

Foreign exchange forward contract
– Net investment

$

(20)

$

14

  

 

  

  

 

  

We did not recognize any gains or losses as a result of hedges deemed ineffective for either of the three months ended July 31, 2024 or 2023. We recognized the following gains and losses in our Condensed Consolidated Statements of Operations during the three months ended July 31, 2024 and 2023 on derivative instruments not designated as hedging instruments (in thousands):

Location of Gain 

(Loss) Recognized

Amount of Gain (Loss)

Derivatives

    

 in Operations

Recognized in Operations

Three Months Ended

July 31, 

    

2024

    

2023

Not Designated as Hedging Instruments:

 

  

 

  

 

Foreign exchange forward contracts

 

Other (expense) income, net

$

(632)

 

$

(1,040)

The following table presents the changes in the components of Accumulated other comprehensive loss, net of tax, for the three months ended July 31, 2024 (in thousands):

Foreign Currency

Cash Flow

    

Translation

    

Hedges

    

Total

Balance, April 30, 2024

$

(17,469)

  

$

(2,222)

$

(19,691)

Other comprehensive income (loss) before reclassifications

 

1,085

 

(248)

 

837

Reclassifications

 

 

373

 

373

Deferred income tax valuation allowances

 

 

(327)

 

(327)

Balance, July 31, 2024

$

(16,384)

  

$

(2,424)

$

(18,808)

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Changes in Shareholders’ Equity, and Condensed Consolidated Statements of Operations, net of tax, during the nine months ended July 31, 2024 and 2023 (in thousands):

Location of Gain

Amount of Gain

Amount of Gain (Loss)

 (Loss) Reclassified

 (Loss) Reclassified

Recognized in Other

from Other

from Other

 Comprehensive

Comprehensive

Comprehensive

Income (Loss)

Income (Loss)

Income (Loss)

Nine Months Ended

Nine Months Ended

July 31, 

July 31, 

Derivatives

    

2024

    

2023

    

    

2024

    

2023

Designated as Hedging Instruments:

(Effective Portion)

 

  

  

  

 

Foreign exchange forward contracts
– Intercompany sales/purchases

$

(870)

$

(1,442)

Cost of sales and service

$

(992)

 

$

249

Foreign exchange forward contract
– Net investment

$

(29)

$

(210)

  

 

  

  

 

  

We did not recognize any gains or losses as a result of hedges deemed ineffective for either of the nine months ended July 31, 2024 or 2023. We recognized the following gains and losses in our Condensed Consolidated Statements of Operations during the nine months ended July 31, 2024 and 2023 on derivative instruments not designated as hedging instruments (in thousands):

Location of Gain 

(Loss) Recognized

Amount of Gain (Loss)

Derivatives

 in Operations

Recognized in Operations

Nine Months Ended

July 31, 

Derivatives

    

    

2024

    

2023

    

Not Designated as Hedging Instruments:

 

  

 

  

 

 

Foreign exchange forward contracts

 

Other (expense) income, net

$

(2,042)

 

$

(2,504)

 

The following table presents the changes in the components of Accumulated other comprehensive loss, net of tax, for the nine months ended July 31, 2024 (in thousands):

Foreign

Cash

Currency

Flow

    

Translation

    

Hedges

    

Total

Balance, October 31, 2023

$

(17,985)

  

$

(2,219)

$

(20,204)

Other comprehensive income (loss) before reclassifications

 

1,601

 

(870)

 

731

Reclassifications

 

 

992

 

992

Deferred income tax valuation allowances

 

 

(327)

 

(327)

Balance, July 31, 2024

$

(16,384)

  

$

(2,424)

$

(18,808)

v3.24.2.u1
EQUITY INCENTIVE PLAN
9 Months Ended
Jul. 31, 2024
STOCK-BASED COMPENSATION  
EQUITY INCENTIVE PLAN

4.    EQUITY INCENTIVE PLAN

In March 2016, we adopted the Hurco Companies, Inc. 2016 Equity Incentive Plan (as amended, the “2016 Equity Plan”), which allows us to grant awards of stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards.  The 2016 Equity Plan replaced the Hurco Companies, Inc. 2008 Equity Incentive Plan (the “2008 Equity Plan”) and is the only active plan under which equity awards may be made by us to our employees and non-employee directors.  No further awards will be made under our 2008 Equity Plan.  The total number of shares of our common stock that may be issued pursuant to awards under the 2016 Equity Plan was initially 856,048, which included 386,048 shares that remained available for future grants under the 2008 Equity Plan as of March 10, 2016, the date our shareholders approved the 2016 Equity Plan.  On March 10, 2022, our shareholders approved the Amended and Restated Hurco Companies, Inc. 2016 Equity Incentive Plan, which, among other items, increased the aggregate number of shares that may be issued under the 2016 Equity Plan by 850,000 shares.

The Compensation Committee of our Board of Directors has the authority to determine the officers, directors, and key employees who will be granted awards under the 2016 Equity Plan; 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 restricted shares and performance stock units under the 2016 Equity Plan that are currently outstanding.  We previously granted stock options under the 2008 Equity Plan. No stock options remained outstanding as of July 31, 2024.  The market value of a share of our common stock, for purposes of the 2016 Equity 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.

On March 14, 2024, the Compensation Committee granted a total of 22,878 shares of time-based restricted stock to our non-employee directors. The restricted shares vest in full one year from the date of grant provided the recipient remains on the board of directors through that date. The grant date fair value of the restricted shares was based on the closing sales price of our common stock on the grant date, which was $20.98 per share.

On January 4, 2024, the Compensation Committee approved a long-term incentive compensation arrangement for our executive officers in the form of time-based restricted shares and performance stock units (“PSUs”) under the 2016 Equity Plan, which will be payable in shares of our common stock if earned and vested. The awards were approximately 25% time-based vesting and approximately 75% performance-based vesting. The three-year performance period for the PSUs is fiscal year 2024 through fiscal year 2026.

On that date, the Compensation Committee granted a total of 36,574 shares of time-based restricted stock to our executive officers.  The restricted shares vest in thirds over three years from the date of grant provided the recipient remains employed through that date.  The grant date fair value of the restricted shares was based upon the closing sales price of our common stock on the date of grant, which was $21.53 per share.

On January 4, 2024, the Compensation Committee also granted a total target number of 58,520 PSUs to our executive officers designated as “PSU – NI”. These PSUs were weighted as approximately 40% of the overall 2024 executive long-term incentive compensation arrangement and will vest and be paid based upon the achievement of pre-established goals related to our average net income over the three-year period of fiscal 2024-2026. Participants will have the ability to earn between 50% of the target number of the PSUs – NI for achieving threshold performance and 200% of the target number of the PSUs – NI for achieving maximum performance. The grant date fair value of the PSUs – NI was based on the closing sales price of our common stock on the grant date, which was $21.53 per PSU.

On January 4, 2024, the Compensation Committee also granted a total target number of 51,205 PSUs to our executive officers designated as “PSU –FCF”. These PSUs were weighted as approximately 35% of the overall 2024 executive long-term incentive compensation arrangement and will vest and be paid based upon the achievement of pre-established goals related to our average free cash flow over the three-year period of fiscal 2024-2026. Participants will have the ability to earn between 50% of the target number of the PSUs – FCF for achieving threshold performance and 200% of the target number of the PSUs – FCF for achieving maximum performance. The grant date fair value of the PSUs – FCF was based on the closing sales price of our common stock on the grant date, which was $21.53 per PSU.

On November 8, 2023, the Compensation Committee granted a total of 16,673 shares of time-based restricted stock to our non-executive employees. The restricted shares vest in thirds over three years from the date of grant provided the recipient remains employed through that date. The grant date fair value of the restricted shares was based upon the closing sales price of our common stock on the date of grant, which was $19.78 per share.

A reconciliation of our restricted stock and PSU activity and related information for the nine-month period ended July 31, 2024 is as follows:

Weighted Average Grant

    

Number of Shares

    

Date Fair Value

Unvested at October 31, 2023

 

318,317

$

28.27

Shares or units granted

 

185,850

21.31

Shares or units vested

 

(61,121)

27.90

Shares or units cancelled

 

(50,375)

27.97

Shares withheld

 

(14,579)

27.77

Unvested at July 31, 2024

 

378,092

$

24.97

During the nine months of fiscal 2024 and 2023, we recorded approximately $1.1 million and $2.3 million, respectively, of stock-based compensation expense, related to grants under the 2016 Equity Plan. As of July 31, 2024, there was an estimated $2.8 million of total unrecognized stock-based compensation cost that we expect to recognize by the end of the first quarter of fiscal year 2027.

v3.24.2.u1
EARNINGS PER SHARE
9 Months Ended
Jul. 31, 2024
EARNINGS PER SHARE  
EARNINGS PER SHARE

5.    EARNINGS PER SHARE

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

Three Months Ended

Nine Months Ended

July 31, 

July 31, 

2024

2023

2024

2023

    

Basic

    

Diluted

    

Basic

    

Diluted

    

Basic

    

Diluted

    

Basic

    

Diluted

Net (loss) income

$

(9,596)

$

(9,596)

$

260

$

260

$

(15,166)

$

(15,166)

$

1,967

$

1,967

Undistributed earnings allocated to participating shares

 

 

 

(4)

 

(4)

 

 

 

(27)

 

(27)

Net (loss) income applicable to common shareholders

$

(9,596)

$

(9,596)

$

256

$

256

$

(15,166)

$

(15,166)

$

1,940

$

1,940

Weighted average shares outstanding

 

6,513

 

6,513

 

6,462

 

6,462

 

6,505

 

6,505

 

6,511

 

6,511

Stock options and contingently issuable securities

 

 

 

 

7

 

 

 

 

27

 

6,513

 

6,513

 

6,462

 

6,469

 

6,505

 

6,505

 

6,511

 

6,538

(Loss) income per share

$

(1.47)

$

(1.47)

$

0.04

$

0.04

$

(2.33)

$

(2.33)

$

0.30

$

0.30

v3.24.2.u1
ACCOUNTS RECEIVABLE
9 Months Ended
Jul. 31, 2024
ACCOUNTS RECEIVABLE  
ACCOUNTS RECEIVABLE

6.    ACCOUNTS RECEIVABLE

Accounts receivable is net of provision for credit losses of $1.5 million as of each of July 31, 2024 and October 31, 2023.

v3.24.2.u1
INVENTORIES
9 Months Ended
Jul. 31, 2024
INVENTORIES  
INVENTORIES

7.    INVENTORIES

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

    

July 31, 

    

October 31, 

    

2024

2023

Purchased parts and sub–assemblies, net

$

37,301

  

$

37,161

Work–in–process

 

15,119

 

16,217

Finished goods

 

111,750

 

104,574

Inventories, net

$

164,170

  

$

157,952

v3.24.2.u1
LEASES
9 Months Ended
Jul. 31, 2024
LEASES  
LEASES

8.    LEASES

Our lease portfolio includes leased production and assembly facilities, warehouses and distribution centers, office space, vehicles, material handling equipment utilized in our production and assembly facilities, laptops and other information technology equipment, as well as other miscellaneous leased equipment. Most of the leased production and assembly facilities have lease terms ranging from two to five years, although the terms and conditions of our leases can vary significantly from lease to lease. We have assessed the specific terms and conditions of each lease to determine the amount of the lease payments and the length of the lease term, which includes the minimum period over which lease payments are required plus any renewal options that are both within our control to exercise and reasonably certain of being exercised upon lease commencement. In determining whether or not a renewal option is reasonably certain of being exercised, we assessed all relevant factors to determine if sufficient incentives exist as of lease commencement to conclude renewal is reasonably certain. There are no material residual value guarantees provided by us, nor any restrictions or covenants imposed by the leases to which we are a party. In determining the lease liability, we utilize our incremental borrowing rate to discount the future lease payments over the lease term to present value.

We record a right-of-use asset and lease liability on our Condensed Consolidated Balance Sheets for all leases that, at the commencement date, have a lease term of more than 12 months and are classified as operating leases.  

We recorded total operating lease expenses of $1.3 million for each of the three months ended July 31, 2024 and 2023, and $4.1 million and $3.9 million for the nine months ended July 31, 2024 and 2023, respectively, which are classified within Cost of sales and service and Selling, general and administrative expenses within the Condensed Consolidated Statements of Operations.  Operating lease expense includes short-term leases and variable lease payments that are immaterial.  There have been no lease costs capitalized on the Condensed Consolidated Balance Sheets as of July 31, 2024.

The following table summarizes supplemental cash flow information and non-cash activity related to operating leases for the three and nine months ended July 31, 2024 and 2023 (in thousands):

Three Months Ended

Nine Months Ended

July 31, 

July 31, 

    

2024

2023

    

2024

2023

Operating cash flow information:

    Cash paid for amounts included in the measurement of lease liabilities

$

1,202

$

1,257

$

3,500

$

3,768

Non-cash information:

    Right-of-use assets obtained in exchange for new operating lease liabilities

$

1,676

$

3,681

$

4,278

$

6,053

The following table summarizes the maturities of undiscounted cash flows of lease commitments reconciled to the total lease liability as of July 31, 2024 (in thousands):

Remainder of 2024

$

1,218

2025

3,924

2026

2,910

2027

2,252

2028

1,752

2029 and thereafter

1,426

Total

13,482

   Less: Imputed interest

(956)

Present value of operating lease liabilities

$

12,526

As of July 31, 2024, the weighted-average remaining term of our lease portfolio was approximately 4.1 years and the weighted-average discount rate was approximately 3.5%.

v3.24.2.u1
SEGMENT INFORMATION
9 Months Ended
Jul. 31, 2024
SEGMENT INFORMATION  
SEGMENT INFORMATION

9.    SEGMENT INFORMATION

We operate in a single segment: industrial automation equipment.  We design, manufacture, and sell computerized (i.e., CNC) machine tools, consisting primarily of vertical machining centers (mills) and turning centers (lathes), to companies in the metal cutting industry through a worldwide sales, service, and distribution network.  Although most of 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.  We also provide machine tool components, automation integration equipment and solutions for job shops, software options, control upgrades, accessories and replacement parts for our products, as well as customer service, training, and applications support.

The following table sets forth sales and service fees by product group and services for the three and nine months ended July 31, 2024 and 2023 (in thousands):

Three Months Ended July 31, 

Nine Months Ended July 31, 

    

2024

    

2023

    

2024

    

2023

Computerized Machine Tools

$

33,191

  

$

43,189

$

104,176

  

$

132,535

Computer Control Systems and Software

 

697

 

778

 

1,866

 

1,916

Service Parts

 

6,535

 

7,166

 

20,389

 

21,101

Service Fees

 

2,228

 

2,068

 

6,451

 

6,150

Total

$

42,651

  

$

53,201

$

132,882

  

$

161,702

 Amounts shown do not include computer control systems and software sold as an integrated component of computerized machine tools.

v3.24.2.u1
GUARANTEES AND PRODUCT WARRANTIES
9 Months Ended
Jul. 31, 2024
GUARANTEES AND PRODUCT WARRANTIES  
GUARANTEES AND PRODUCT WARRANTIES

10.    GUARANTEES AND PRODUCT WARRANTIES

From time to time, our subsidiaries guarantee third party payment obligations in connection with the sale of machines to customers that use financing. We follow FASB guidance for accounting for guarantees (codified in ASC 460, Guarantees). As of July 31, 2024, we had nine outstanding third party payment guarantees totaling approximately $0.9 million. The terms of these guarantees are consistent with the underlying customer financing terms. Upon shipment of a machine, the customer assumes 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 liabilities under these guarantees at fair value, which amounts are insignificant.

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):

    

Nine Months Ended

July 31, 

2024

2023

Balance, beginning of period

$

1,294

  

$

1,426

Provision for warranties during the period

 

1,629

 

1,949

Charges to the reserve

 

(1,861)

 

(2,119)

Impact of foreign currency translation

 

14

 

62

Balance, end of period

$

1,076

  

$

1,318

The year-over-year decrease in our warranty reserve was primarily due to a lower volume of machines subject to warranty as machine sales levels decreased.

v3.24.2.u1
DEBT AGREEMENTS
9 Months Ended
Jul. 31, 2024
DEBT AGREEMENTS  
DEBT AGREEMENTS

11.  DEBT AGREEMENTS

On December 31, 2018, we and our subsidiary Hurco B.V. entered into a credit agreement with Bank of America, N.A., as the lender, which was subsequently amended on each of March 13, 2020, December 23, 2020, December 17, 2021, January 4, 2023, and December 19, 2023 (as amended, the “2018 Credit Agreement”). The 2018 Credit Agreement provides for an unsecured revolving credit and letter of credit facility in a maximum aggregate amount of $40.0 million. The 2018 Credit Agreement provides that the maximum amount of outstanding letters of credit at any one time may not exceed $10.0 million, the maximum amount of outstanding loans made to our subsidiary Hurco B.V. at any one time may not exceed $20.0 million, and the maximum amount of all outstanding loans denominated in alternative currencies at any one time may not exceed $20.0 million. Under the 2018 Credit Agreement, we and Hurco B.V. are borrowers, and certain of our other subsidiaries are guarantors. The scheduled maturity date of the 2018 Credit Agreement is December 31, 2025.

Borrowings under the 2018 Credit Agreement bear interest at floating rates based on, at our option, either (i) a rate based upon the secured overnight financing rate (“SOFR”), the Sterling Overnight Index Average Reference Rate, the Euro Interbank Offering Rate, or another alternative currency-based rate approved by the lender, depending on the term of the loan and the currency in which such loan is denominated, plus 1.00% per annum, or (ii) a base rate (which is the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate or (c) the one month SOFR-based rate plus 1.00%), plus 0.00% per annum. Outstanding letters of credit will carry an annual rate of 1.00%.

The 2018 Credit Agreement contains customary affirmative and negative covenants and events of default, including covenants (1) restricting us from making certain investments, loans, advances and acquisitions (but permitting us to make investments in subsidiaries of up to $10.0 million); (2) restricting us from making certain payments, including (a) cash dividends, except that we may pay cash dividends as long as immediately before and after giving effect to such payment, the sum of the unused amount of the commitments under the 2018 Credit Agreement plus our cash on hand is not less than $10.0 million, and as long as we are not in default before and after giving effect to such dividend payments and (b) payments made to repurchase shares of our common stock, except that we may repurchase shares of our common stock as long as we are not in default before and after giving effect to such repurchases and the aggregate amount of payments made by us for all such repurchases during any fiscal year does not exceed $25.0 million; (3) requiring that we maintain a minimum working capital of $125.0 million; and (4) requiring that we maintain a minimum tangible net worth of $176.5 million.  We may use the proceeds from advances under the 2018 Credit Agreement for general corporate purposes.

In March 2019, our wholly-owned subsidiaries in Taiwan (Hurco Manufacturing Limited (“HML”)) and China (Ningbo Hurco Machine Tool, Ltd. (“NHML”)) closed on uncommitted revolving credit facilities with maximum aggregate amounts of 150 million New Taiwan Dollars and 32.5 million Chinese Yuan, respectively.  As uncommitted facilities, both the Taiwan and China credit facilities are subject to review and termination by the respective underlying lending institution from time to time.  In February and December 2023, NHML and HML, respectively, renewed the above-referenced credit facilities on substantially similar terms and identical maximum aggregate limits.

As of July 31, 2024, our existing credit facilities consisted of a €1.5 million revolving credit facility in Germany, the 150 million New Taiwan Dollars Taiwan credit facility, the 32.5 million Chinese Yuan China credit facility, and the $40.0 million revolving credit facility under the 2018 Credit Agreement.

As of July 31, 2024, there were no borrowings under any of our credit facilities and there was approximately $50.7 million of available borrowing capacity thereunder.  There were also no borrowings under any of our credit facilities as of October 31, 2023.

v3.24.2.u1
INCOME TAXES
9 Months Ended
Jul. 31, 2024
INCOME TAXES  
INCOME TAXES

12.  INCOME TAXES

Our provision for income taxes and effective tax rate is affected by the geographic composition of pre-tax income which includes jurisdictions with differing tax rates, conditional reduced tax rates, and other events that are not consistent from period to period, such as changes in income tax laws.

We recorded an income tax expense during the first nine months of fiscal 2024 of $6.4 million compared to $1.3 million for the same period in fiscal 2023. Our effective tax rate for the first nine months of fiscal 2024 was (74%), compared to 40% in the corresponding prior year period. The year-over-year increase in income tax expense for the nine months of fiscal 2024 was primarily due to an $8.2 million non-cash valuation allowance on U.S. deferred tax assets, changes in geographic mix of income and loss that includes jurisdictions with differing tax rates, and discrete items related to unvested stock compensation. Because we have a valuation allowance recorded against our U.S. deferred tax assets, we did not record a tax benefit for our U.S. net losses for the nine months ended July 31, 2024. The valuation allowance recorded during the third quarter of fiscal 2024 reflects a full valuation allowance of the U.S. deferred tax assets and was recorded based on our conclusion that the deferred tax assets were not more likely than not going to be realized.  

Our unrecognized tax benefits were $192,000 as of July 31, 2024, and $182,000 as of October 31, 2023, and in each case included accrued interest.

We recognize accrued interest and penalties related to unrecognized tax benefits as components of income tax expense. As of July 31, 2024, the gross amount of interest accrued, reported in Accrued expenses, was approximately $54,000, which did not include the federal tax benefit of interest deductions.

We file U.S. federal and state income tax returns, as well as tax returns in several foreign jurisdictions. The statutes of limitations with respect to unrecognized tax benefits will expire between August 2024 and August 2025.

v3.24.2.u1
FINANCIAL INSTRUMENTS
9 Months Ended
Jul. 31, 2024
FINANCIAL INSTRUMENTS  
FINANCIAL INSTRUMENTS

13.  FINANCIAL INSTRUMENTS

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

The carrying amounts for cash and cash equivalents approximate their fair values due to the short maturity of these instruments, and such instruments meet the Level 1 criteria of the three–tier fair value hierarchy discussed above. The carrying amount of short-term debt approximates fair value due to the variable rate of the interest and the short-term nature of the instrument.

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 July 31, 2024 and October 31, 2023 (in thousands):

Assets

Liabilities

    

July 31, 2024

    

October 31, 2023

    

July 31, 2024

    

October 31, 2023

    

Level 1

 

  

  

 

  

 

Mutual Funds

$

2,861

  

$

2,217

 

$

$

Level 2

 

 

 

 

 

 

Derivatives

$

83

  

$

740

 

$

1,856

$

1,821

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 that are readily available.

Included in Level 2 fair value measurements are derivative assets and liabilities related to gains and losses on foreign currency forward exchange contracts, as described in Note 3 of Notes to the Condensed Consolidated Financial Statements, entered into with a third party. We estimate the fair value of these derivatives on a recurring basis using foreign currency exchange rates obtained from active markets. Derivative instruments are reported in the accompanying Condensed Consolidated Financial Statements at fair value. The U.S. dollar equivalent notional amounts of these contracts were $84.3 million and $97.8 million at July 31, 2024 and October 31, 2023, respectively.

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

v3.24.2.u1
CONTINGENCIES AND LITIGATION
9 Months Ended
Jul. 31, 2024
CONTINGENCIES AND LITIGATION  
CONTINGENCIES AND LITIGATION

14.  CONTINGENCIES AND LITIGATION

From time to time, we are involved in various claims and lawsuits arising in the normal course of business. Pursuant to applicable accounting rules, we accrue the minimum liability for each known claim when the estimated outcome is a range of possible loss and no one amount within that range is more likely than another. We maintain insurance policies for such matters, and we record insurance recoveries when we determine such recovery to be probable. 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. We believe that the ultimate resolution of claims for any losses will not exceed our insurance policy coverages.

v3.24.2.u1
NEW ACCOUNTING PRONOUNCEMENTS
9 Months Ended
Jul. 31, 2024
NEW ACCOUNTING PRONOUNCEMENTS  
NEW ACCOUNTING PRONOUNCEMENTS

15.  NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements:

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update will be effective for our fiscal year 2025, with the option to early adopt.  We are currently assessing the impact this new accounting guidance will have on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to income tax disclosures, which aims to improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments will be effective for our fiscal year 2026, with the option to early adopt at any time prior to the effective date.  We are currently assessing the impact this new accounting guidance will have on our consolidated financial statements and disclosures.

There have been no other significant changes in the Company’s critical accounting policies and estimates during the nine months ended July 31, 2024.

v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ (9,596) $ 260 $ (15,166) $ 1,967
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jul. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)
9 Months Ended
Jul. 31, 2024
Schedule of Fair Value of Derivative Instruments

July 31, 2024

October 31, 2023

Balance Sheet

Fair

Balance Sheet

Fair

Derivatives

    

Location

    

Value

    

Location

    

Value

    

Designated as Hedging Instruments:

  

  

  

  

Foreign exchange forward contracts

Derivative assets

$

48

Derivative assets

$

363

Foreign exchange forward contracts

Derivative liabilities

$

798

Derivative liabilities

$

1,232

  

 

 

  

Not Designated as Hedging Instruments:

  

 

  

Foreign exchange forward contracts

Derivative assets

$

35

Derivative assets

$

377

Foreign exchange forward contracts

Derivative liabilities

$

1,058

Derivative liabilities

$

589

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

Derivative instruments had the following effects on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Changes in Shareholders’ Equity, and Condensed Consolidated Statements of Operations, net of tax, during the three months ended July 31, 2024 and 2023 (in thousands):

Location of Gain

Amount of Gain

Amount of Gain (Loss)

 (Loss) Reclassified

 (Loss) Reclassified

Recognized in Other

from Other

from Other

 Comprehensive

Comprehensive

Comprehensive

Derivatives

Income (Loss)

Income (Loss)

Income (Loss)

Three Months Ended

Three Months Ended

July 31, 

July 31, 

    

2024

    

2023

    

    

2024

    

2023

Designated as Hedging Instruments:

(Effective portion)

 

  

  

  

 

Foreign exchange forward contracts
– Intercompany sales/purchases

$

(248)

$

(429)

Cost of sales and service

$

(373)

 

$

117

Foreign exchange forward contract
– Net investment

$

(20)

$

14

  

 

  

  

 

  

Schedule of derivative instruments not designated as hedging instruments

Location of Gain 

(Loss) Recognized

Amount of Gain (Loss)

Derivatives

    

 in Operations

Recognized in Operations

Three Months Ended

July 31, 

    

2024

    

2023

Not Designated as Hedging Instruments:

 

  

 

  

 

Foreign exchange forward contracts

 

Other (expense) income, net

$

(632)

 

$

(1,040)

Schedule of changes in the components of Accumulated other comprehensive loss, net of tax

The following table presents the changes in the components of Accumulated other comprehensive loss, net of tax, for the three months ended July 31, 2024 (in thousands):

Foreign Currency

Cash Flow

    

Translation

    

Hedges

    

Total

Balance, April 30, 2024

$

(17,469)

  

$

(2,222)

$

(19,691)

Other comprehensive income (loss) before reclassifications

 

1,085

 

(248)

 

837

Reclassifications

 

 

373

 

373

Deferred income tax valuation allowances

 

 

(327)

 

(327)

Balance, July 31, 2024

$

(16,384)

  

$

(2,424)

$

(18,808)

Location of Gain 

(Loss) Recognized

Amount of Gain (Loss)

Derivatives

 in Operations

Recognized in Operations

Nine Months Ended

July 31, 

Derivatives

    

    

2024

    

2023

    

Not Designated as Hedging Instruments:

 

  

 

  

 

 

Foreign exchange forward contracts

 

Other (expense) income, net

$

(2,042)

 

$

(2,504)

 

The following table presents the changes in the components of Accumulated other comprehensive loss, net of tax, for the nine months ended July 31, 2024 (in thousands):

Foreign

Cash

Currency

Flow

    

Translation

    

Hedges

    

Total

Balance, October 31, 2023

$

(17,985)

  

$

(2,219)

$

(20,204)

Other comprehensive income (loss) before reclassifications

 

1,601

 

(870)

 

731

Reclassifications

 

 

992

 

992

Deferred income tax valuation allowances

 

 

(327)

 

(327)

Balance, July 31, 2024

$

(16,384)

  

$

(2,424)

$

(18,808)

Not Designated as Hedging Instrument  
Schedule of derivative instruments not designated as hedging instruments

Location of Gain 

(Loss) Recognized

Amount of Gain (Loss)

Derivatives

 in Operations

Recognized in Operations

Nine Months Ended

July 31, 

Derivatives

    

    

2024

    

2023

    

Not Designated as Hedging Instruments:

 

  

 

  

 

 

Foreign exchange forward contracts

 

Other (expense) income, net

$

(2,042)

 

$

(2,504)

 

v3.24.2.u1
EQUITY INCENTIVE PLAN (Tables)
9 Months Ended
Jul. 31, 2024
STOCK-BASED COMPENSATION  
Schedule of reconciliation of our restricted stock, performance share and PSU activity and related information

A reconciliation of our restricted stock and PSU activity and related information for the nine-month period ended July 31, 2024 is as follows:

Weighted Average Grant

    

Number of Shares

    

Date Fair Value

Unvested at October 31, 2023

 

318,317

$

28.27

Shares or units granted

 

185,850

21.31

Shares or units vested

 

(61,121)

27.90

Shares or units cancelled

 

(50,375)

27.97

Shares withheld

 

(14,579)

27.77

Unvested at July 31, 2024

 

378,092

$

24.97

v3.24.2.u1
EARNINGS PER SHARE (Tables)
9 Months Ended
Jul. 31, 2024
EARNINGS PER SHARE  
Schedule of computation of basic and diluted net income (loss) per share

Three Months Ended

Nine Months Ended

July 31, 

July 31, 

2024

2023

2024

2023

    

Basic

    

Diluted

    

Basic

    

Diluted

    

Basic

    

Diluted

    

Basic

    

Diluted

Net (loss) income

$

(9,596)

$

(9,596)

$

260

$

260

$

(15,166)

$

(15,166)

$

1,967

$

1,967

Undistributed earnings allocated to participating shares

 

 

 

(4)

 

(4)

 

 

 

(27)

 

(27)

Net (loss) income applicable to common shareholders

$

(9,596)

$

(9,596)

$

256

$

256

$

(15,166)

$

(15,166)

$

1,940

$

1,940

Weighted average shares outstanding

 

6,513

 

6,513

 

6,462

 

6,462

 

6,505

 

6,505

 

6,511

 

6,511

Stock options and contingently issuable securities

 

 

 

 

7

 

 

 

 

27

 

6,513

 

6,513

 

6,462

 

6,469

 

6,505

 

6,505

 

6,511

 

6,538

(Loss) income per share

$

(1.47)

$

(1.47)

$

0.04

$

0.04

$

(2.33)

$

(2.33)

$

0.30

$

0.30

v3.24.2.u1
INVENTORIES (Tables)
9 Months Ended
Jul. 31, 2024
INVENTORIES  
Schedule of inventories

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

    

July 31, 

    

October 31, 

    

2024

2023

Purchased parts and sub–assemblies, net

$

37,301

  

$

37,161

Work–in–process

 

15,119

 

16,217

Finished goods

 

111,750

 

104,574

Inventories, net

$

164,170

  

$

157,952

v3.24.2.u1
LEASES (Tables)
9 Months Ended
Jul. 31, 2024
LEASES  
Schedule of supplemental cash flow information and non-cash activity related to operating leases

The following table summarizes supplemental cash flow information and non-cash activity related to operating leases for the three and nine months ended July 31, 2024 and 2023 (in thousands):

Three Months Ended

Nine Months Ended

July 31, 

July 31, 

    

2024

2023

    

2024

2023

Operating cash flow information:

    Cash paid for amounts included in the measurement of lease liabilities

$

1,202

$

1,257

$

3,500

$

3,768

Non-cash information:

    Right-of-use assets obtained in exchange for new operating lease liabilities

$

1,676

$

3,681

$

4,278

$

6,053

Schedule of maturities of undiscounted cash flows of lease commitments reconciled to the total lease liability

The following table summarizes the maturities of undiscounted cash flows of lease commitments reconciled to the total lease liability as of July 31, 2024 (in thousands):

Remainder of 2024

$

1,218

2025

3,924

2026

2,910

2027

2,252

2028

1,752

2029 and thereafter

1,426

Total

13,482

   Less: Imputed interest

(956)

Present value of operating lease liabilities

$

12,526

v3.24.2.u1
SEGMENT INFORMATION (Tables)
9 Months Ended
Jul. 31, 2024
SEGMENT INFORMATION  
Schedule of Net Sales and Service Fees by Product Category

The following table sets forth sales and service fees by product group and services for the three and nine months ended July 31, 2024 and 2023 (in thousands):

Three Months Ended July 31, 

Nine Months Ended July 31, 

    

2024

    

2023

    

2024

    

2023

Computerized Machine Tools

$

33,191

  

$

43,189

$

104,176

  

$

132,535

Computer Control Systems and Software

 

697

 

778

 

1,866

 

1,916

Service Parts

 

6,535

 

7,166

 

20,389

 

21,101

Service Fees

 

2,228

 

2,068

 

6,451

 

6,150

Total

$

42,651

  

$

53,201

$

132,882

  

$

161,702

 Amounts shown do not include computer control systems and software sold as an integrated component of computerized machine tools.

v3.24.2.u1
GUARANTEES AND PRODUCT WARRANTIES (Tables)
9 Months Ended
Jul. 31, 2024
GUARANTEES AND PRODUCT WARRANTIES  
Schedule of reconciliation of the changes in warranty reserve

A reconciliation of the changes in our warranty reserve is as follows (in thousands):

    

Nine Months Ended

July 31, 

2024

2023

Balance, beginning of period

$

1,294

  

$

1,426

Provision for warranties during the period

 

1,629

 

1,949

Charges to the reserve

 

(1,861)

 

(2,119)

Impact of foreign currency translation

 

14

 

62

Balance, end of period

$

1,076

  

$

1,318

v3.24.2.u1
FINANCIAL INSTRUMENTS (Tables)
9 Months Ended
Jul. 31, 2024
FINANCIAL INSTRUMENTS  
Schedule of fair value hierarchy for financial assets and liabilities measured at fair value

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 July 31, 2024 and October 31, 2023 (in thousands):

Assets

Liabilities

    

July 31, 2024

    

October 31, 2023

    

July 31, 2024

    

October 31, 2023

    

Level 1

 

  

  

 

  

 

Mutual Funds

$

2,861

  

$

2,217

 

$

$

Level 2

 

 

 

 

 

 

Derivatives

$

83

  

$

740

 

$

1,856

$

1,821

v3.24.2.u1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Fair value of derivative instruments (Details) - USD ($)
$ in Thousands
Jul. 31, 2024
Oct. 31, 2023
Derivatives, Fair Value [Line Items]    
Derivative assets $ 83 $ 740
Derivative liabilities 1,856 1,821
Designated as Hedging Instrument    
Derivatives, Fair Value [Line Items]    
Derivative assets 48 363
Derivative liabilities 798 1,232
Not Designated as Hedging Instrument    
Derivatives, Fair Value [Line Items]    
Derivative assets 35 377
Derivative liabilities $ 1,058 $ 589
v3.24.2.u1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Effect of derivative instruments (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) $ (248) $ (429) $ (870) $ (1,442)
Amount of Gain (Loss) Reclassified from Other Comprehensive Income (Loss) (373) 117 (992) 249
Designated as Hedging Instrument | Foreign Exchange Forward        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) (248) (429)    
Amount of Gain (Loss) Reclassified from Other Comprehensive Income (Loss) (373) 117    
Designated as Hedging Instrument | Foreign Exchange Forward | Intercompany sales/purchases [Member]        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)     (870) (1,442)
Amount of Gain (Loss) Reclassified from Other Comprehensive Income (Loss)     (992) 249
Designated as Hedging Instrument | Foreign Exchange Forward | Net Investment Hedging        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) (20) 14 (29) (210)
Not Designated as Hedging Instrument | Foreign Exchange Forward | Other Income And Expense        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain (Loss) Recognized in Operations $ (632) $ (1,040) $ (2,042) $ (2,504)
v3.24.2.u1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Changes in components of accumulated other comprehensive loss (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Derivative [Line Items]        
Beginning Balance $ (19,691)   $ (20,204)  
Other comprehensive income (loss) before reclassifications 837   731  
Reclassifications 373 $ (117) 992 $ (249)
Deferred income tax valuation allowances (327)   (327)  
Ending Balance (18,808)   (18,808)  
Foreign Currency Translation        
Derivative [Line Items]        
Beginning Balance (17,469)   (17,985)  
Other comprehensive income (loss) before reclassifications 1,085   1,601  
Ending Balance (16,384)   (16,384)  
Cash Flow Hedging        
Derivative [Line Items]        
Beginning Balance (2,222)   (2,219)  
Other comprehensive income (loss) before reclassifications (248)   (870)  
Reclassifications 373   992  
Deferred income tax valuation allowances (327)   (327)  
Ending Balance $ (2,424)   $ (2,424)  
v3.24.2.u1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Oct. 31, 2023
Derivative financial instruments:          
Notional principal of foreign exchange contracts $ 84,300   $ 84,300   $ 97,800
Gains or (losses) from hedges deemed ineffective     0 $ 0  
Gains or (losses) from hedges deemed ineffective 0 $ 0      
Designated as Hedging Instrument          
Derivative financial instruments:          
Unrealized gain (loss), net of tax, to be reclassified in next 12 months 600   600    
Forward Contracts          
Derivative financial instruments:          
Gain (loss), net of tax, related to cash flow hedged 900   900    
Forward Contracts | Designated as Hedging Instrument          
Derivative financial instruments:          
Notional principal of foreign exchange contracts 3,000   3,000    
Realized gain, net of tax, recorded as cumulative translation adjustments in Accumulated Other Comprehensive Loss 1,200   1,200    
Forward Contracts | Not Designated as Hedging Instrument          
Derivative financial instruments:          
Notional principal of foreign exchange contracts 52,900   52,900    
Euros | Designated as Hedging Instrument          
Derivative financial instruments:          
Notional principal of foreign exchange contracts 7,500   7,500    
Pounds Sterling | Designated as Hedging Instrument          
Derivative financial instruments:          
Notional principal of foreign exchange contracts 4,500   4,500    
New Taiwan Dollars [Member] | Designated as Hedging Instrument          
Derivative financial instruments:          
Notional principal of foreign exchange contracts $ 14,600   $ 14,600    
v3.24.2.u1
EQUITY INCENTIVE PLAN - Reconciliation of restricted stock activity (Details)
9 Months Ended
Jul. 31, 2024
$ / shares
shares
Number of Shares  
Unvested at beginning of period | shares 318,317
Shares or units granted | shares 185,850
Shares or units vested | shares (61,121)
Shares or units cancelled | shares (50,375)
Shares or units withheld | shares (14,579)
Unvested at end of period | shares 378,092
Weighted Average Grant Date Fair Value  
Unvested at beginning of period | $ / shares $ 28.27
Shares or units granted | $ / shares 21.31
Shares or units vested | $ / shares 27.90
Shares or units cancelled | $ / shares 27.97
Shares or units withheld | $ / shares 27.77
Unvested at end of period | $ / shares $ 24.97
v3.24.2.u1
EQUITY INCENTIVE PLAN - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
5 Months Ended 9 Months Ended
Mar. 14, 2024
Jan. 04, 2024
Nov. 08, 2023
Jul. 31, 2024
Jul. 31, 2024
Jul. 31, 2023
Oct. 31, 2023
Mar. 10, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Unrecognized Stock-based compensation expense       $ 2.8 $ 2.8      
Restricted stock granted         185,850      
Restricted stock vested         61,121      
Grant date fair value of restricted stock       $ 24.97 $ 24.97   $ 28.27  
Performance period         3 years      
Stock-based compensation expense         $ 1.1 $ 2.3    
Employee Stock Option [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Options outstanding       0 0      
2016 Equity Plan [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Total number of shares of common stock that may be issued as awards under 2016 Plan       850,000 850,000     856,048
2008 Equity Plan                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Number of Shares Available for Grant under the 2008 Plan               386,048
Restricted stock granted         0      
PSU TSR | Minimum                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Percentage of target number of shares to be earned   50.00%            
PSU ROIC | Maximum                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Percentage of target number of shares to be earned   200.00%            
PSU ROIC | Minimum                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Percentage of target number of shares to be earned   50.00%            
Time Based                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted stock granted   36,574 16,673          
Grant date fair value of restricted stock   $ 21.53 $ 19.78          
Percentage of incentive compensation arrangement   25.00%            
Performance period         3 years      
Time Based | Non-employee Directors and Non-Executive Employees                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted stock granted 22,878              
Restricted stock vested 20.98              
Performance period       1 year        
Performance Based                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Percentage of incentive compensation arrangement   75.00%            
Performance period         3 years      
Performance Based | PSU TSR                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted stock granted   58,520            
Grant date fair value of restricted stock   $ 21.53            
Percentage of incentive compensation arrangement   40.00%            
Performance Based | PSU TSR | Maximum                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Percentage of target number of shares to be earned   200.00%            
Performance Based | PSU ROIC                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted stock granted   51,205            
Grant date fair value of restricted stock   $ 21.53            
Percentage of incentive compensation arrangement   35.00%            
Performance period         3 years      
v3.24.2.u1
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Basic        
Net Income (Loss) $ (9,596) $ 260 $ (15,166) $ 1,967
Undistributed earnings (loss) allocated to participating shares   (4)   (27)
Net income (loss) applicable to common shareholders $ (9,596) $ 256 $ (15,166) $ 1,940
Weighted average shares outstanding 6,513 6,462 6,505 6,511
Income (loss) per share $ (1.47) $ 0.04 $ (2.33) $ 0.30
Diluted        
Net Income (Loss) $ (9,596) $ 260 $ (15,166) $ 1,967
Undistributed earnings (loss) allocated to participating shares   (4)   (27)
Net income (loss) applicable to common shareholders $ (9,596) $ 256 $ (15,166) $ 1,940
Weighted average shares outstanding prior to dilution effect 6,513 6,462 6,505 6,511
Stock options and contingently issuable shares   7   27
Weighted average shares outstanding 6,513 6,469 6,505 6,538
Income (loss) per share $ (1.47) $ 0.04 $ (2.33) $ 0.30
v3.24.2.u1
ACCOUNTS RECEIVABLE (Details) - USD ($)
$ in Millions
Jul. 31, 2024
Oct. 31, 2023
ACCOUNTS RECEIVABLE    
Allowance for Doubtful Accounts Receivable $ 1.5 $ 1.5
v3.24.2.u1
INVENTORIES (Details) - USD ($)
$ in Thousands
Jul. 31, 2024
Oct. 31, 2023
INVENTORIES    
Purchased parts and sub-assemblies $ 37,301 $ 37,161
Work-in-process 15,119 16,217
Finished goods 111,750 104,574
Inventories, net $ 164,170 $ 157,952
v3.24.2.u1
LEASES (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2024
Jul. 31, 2023
LEASES      
Operating lease expense $ 1.3 $ 4.1 $ 3.9
Weighted-average remaining term 4 years 1 month 6 days 4 years 1 month 6 days  
Weighted-average discount rate 3.50% 3.50%  
Capitalized lease costs $ 0.0 $ 0.0  
Minimum      
LEASES      
Lease term (in years) 2 years 2 years  
Maximum      
LEASES      
Lease term (in years) 5 years 5 years  
v3.24.2.u1
LEASES - Supplemental cash flow information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
LEASES        
Cash paid for amounts included in the measurement of lease liabilities $ 1,202 $ 1,257 $ 3,500 $ 3,768
Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,676 $ 3,681 $ 4,278 $ 6,053
v3.24.2.u1
LEASES - Maturities of undiscounted cash flows of lease commitments (Details)
$ in Thousands
Jul. 31, 2024
USD ($)
LEASES  
Remainder of 2024 $ 1,218
2025 3,924
2026 2,910
2027 2,252
2028 1,752
2029 and thereafter 1,426
Total 13,482
Less: Imputed interest (956)
Present value of operating lease liabilities $ 12,526
v3.24.2.u1
SEGMENT INFORMATION (Schedule of Net Sales and Service Fees by Product Category) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Revenue from External Customer [Line Items]        
Net Sales and Service Fees $ 42,651 $ 53,201 $ 132,882 $ 161,702
Computerized Machine Tools        
Revenue from External Customer [Line Items]        
Net Sales and Service Fees 33,191 43,189 104,176 132,535
Computer Control Systems and Software        
Revenue from External Customer [Line Items]        
Net Sales and Service Fees 697 778 1,866 1,916
Service Parts        
Revenue from External Customer [Line Items]        
Net Sales and Service Fees 6,535 7,166 20,389 21,101
Service Fees        
Revenue from External Customer [Line Items]        
Net Sales and Service Fees $ 2,228 $ 2,068 $ 6,451 $ 6,150
v3.24.2.u1
SEGMENT INFORMATION (Narrative) (Details)
9 Months Ended
Jul. 31, 2024
segment
SEGMENT INFORMATION  
Number of operating segments 1
v3.24.2.u1
GUARANTEES AND PRODUCT WARRANTIES - Reconciliation of the changes in warranty reserve (Details) - USD ($)
$ in Thousands
9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
GUARANTEES AND PRODUCT WARRANTIES    
Balance, beginning of period $ 1,294 $ 1,426
Provision for warranties during the period 1,629 1,949
Charges to the reserve (1,861) (2,119)
Impact of foreign currency translation 14 62
Balance, end of period $ 1,076 $ 1,318
v3.24.2.u1
GUARANTEES AND PRODUCT WARRANTIES - Additional Information (Details)
$ in Millions
9 Months Ended
Jul. 31, 2024
USD ($)
GUARANTEES AND PRODUCT WARRANTIES  
Number Of Guarantees 9
Guarantor Obligations, Maximum Exposure, Undiscounted $ 0.9
Term of Product Warranty 1 year
v3.24.2.u1
DEBT AGREEMENTS (Narrative) (Details)
$ in Thousands, € in Millions, ¥ in Millions, $ in Millions
9 Months Ended
Jul. 31, 2024
USD ($)
Jul. 31, 2024
TWD ($)
Jul. 31, 2024
CNY (¥)
Jul. 31, 2024
EUR (€)
Oct. 31, 2023
USD ($)
Mar. 31, 2019
TWD ($)
Mar. 31, 2019
CNY (¥)
Line of Credit Facility [Line Items]              
Line of credit amount outstanding $ 0       $ 0    
Line Of Credit Agreement 2018 [Member]              
Line of Credit Facility [Line Items]              
Line of credit, maximum borrowing capacity 40,000            
Line of credit, maximum borrowing capacity in alternative currencies $ 20,000            
Variable interest rate 0.00%            
Minimum working capital requirement $ 125,000            
Minimum tangible net worth requirement $ 176,500            
Line of credit, maturity date Dec. 31, 2025            
Allowable investments in alternative investments $ 10,000            
Borrowings available under credit facility 50,700            
Line of Credit, covenant, minimum cash on hand before dividends are paid 10,000            
Line of Credit, covenant, maximum annual share repurchase 25,000            
Hurco BV [Member] | Line Of Credit Agreement 2018 [Member]              
Line of Credit Facility [Line Items]              
Line of credit, maximum borrowing capacity $ 20,000            
Federal funds | Line Of Credit Agreement 2018 [Member]              
Line of Credit Facility [Line Items]              
Variable interest rate 0.50%            
SOFR | Line Of Credit Agreement 2018 [Member]              
Line of Credit Facility [Line Items]              
Variable interest rate 1.00%            
Letter of Credit [Member] | Line Of Credit Agreement 2018 [Member]              
Line of Credit Facility [Line Items]              
Line of credit, maximum borrowing capacity $ 10,000            
Stated interest rate 1.00% 1.00% 1.00% 1.00%      
Revolving Credit Facility [Member] | Line Of Credit Agreement 2018 [Member]              
Line of Credit Facility [Line Items]              
Line of credit, maximum borrowing capacity $ 40,000            
Revolving Credit Facility [Member] | Germany [Member]              
Line of Credit Facility [Line Items]              
Line of credit, maximum borrowing capacity | €       € 1.5      
Taiwan credit facility [Member]              
Line of Credit Facility [Line Items]              
Line of credit, maximum borrowing capacity   $ 150       $ 150  
China credit facility [Member]              
Line of Credit Facility [Line Items]              
Line of credit, maximum borrowing capacity | ¥     ¥ 32.5       ¥ 32.5
v3.24.2.u1
INCOME TAXES (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Oct. 31, 2023
INCOME TAXES          
(Benefit) provision for income taxes $ 6,999 $ 385 $ 6,438 $ 1,286  
Effective tax rate     (74.00%) 40.00%  
Unrecognized tax benefits 192   $ 192   $ 182
Unrecognized tax benefits, interest accrued $ 54   $ 54    
v3.24.2.u1
FINANCIAL INSTRUMENTS - Fair value hierarchy (Details) - Fair Value, Measurements, Recurring - USD ($)
$ in Thousands
Jul. 31, 2024
Oct. 31, 2023
Fair Value, Inputs, Level 1    
Assets    
Mutual Funds $ 2,861 $ 2,217
Liabilities    
Mutual Funds 0 0
Fair Value, Inputs, Level 2    
Assets    
Derivatives 83 740
Liabilities    
Derivatives $ 1,856 $ 1,821
v3.24.2.u1
FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($)
$ in Millions
Jul. 31, 2024
Oct. 31, 2023
FINANCIAL INSTRUMENTS    
Notional amount of contracts $ 84.3 $ 97.8

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