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 January 31,April 30, 2000 or
Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to
_________.
Commission File No. 0-9143
HURCO COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1150732
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
One Technology Way
Indianapolis, Indiana 46268
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (317) 293-5309
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to the filing
requirements for the past 90 days:
Yes X No
The number of shares of the Registrant's common stock outstanding as of March 6,June 4,
2000 was 5,951,859.
HURCO COMPANIES, INC.
January 1999April 2000 Form 10-Q Quarterly Report
Table of Contents
Part I - Financial Information
Page
Item 1. Condensed Financial Statements
Condensed Consolidated Statement of Operations -
Three months and six months ended January 31,April 30, 2000 and 1999..........................1999............. 3
Condensed Consolidated Balance Sheet -
As of January 31,April 30, 2000 and October 31, 1999...........................1999............................. 4
Condensed Consolidated Statement of Cash Flows -
Three months and six months ended January 31,April 30, 2000 and 1999..........................1999............. 5
Condensed Consolidated StatementsStatement of Changes in Shareholders' Equity Three-
Six months ended January 31,April 30, 2000 and 1999..........................1999.............................. 6
Notes to Condensed Consolidated Financial Statements...................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................... 910
Item 3. Quantitative and Qualitative Disclosures About Market Risk................ 1113
Part II - Other Information
Item 1. Legal Proceedings......................................................... 12
Item 5. Other Matters............................................................. 1214
Item 6. Exhibits and Reports on Form 8-K.......................................... 1214
Signatures.............................................................................. 1315
PART I - FINANCIAL INFORMATION
Item 1. CONDENSED FINANCIAL STATEMENTS
HURCO COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share data)
Three Months Ended January 31,Six Months Ended
April 30, April 30,
2000 1999 - --------------------------------------------------------------------------------------------------------------------
(Unaudited)2000 1999
(unaudited) (unaudited)
Sales and service fees..................................................... $24,524 $21,147fees...................... $ 24,197 $ 21,532 $ 48,722 $ 42,679
Cost of sales and service.................................................. 17,803 15,143service................... 17,465 15,674 35,270 30,817
Gross profit.......................................................... 6,721 6,004profit........................... 6,732 5,858 13,452 11,862
Selling, general and
administrative expenses............................... 5,820 5,335expenses..................... 5,623 5,352 11,443 10,686
Restructuring credit........................ -- (103) -- (103)
Operating income...................................................... 901 669income ...................... 1,109 609 2,009 1,279
Interest expense........................................................... 292 300expense............................ 228 340 520 640
Other income (expense)expense (income), net................................................ 17 45net................. 231 (18) 213 (62)
Income before income taxes............................................ 626 414
Provision for income taxes................................................. 167 239taxes.................... 650 287 1,276 701
Income tax expense (benefit)................ 48 (267) 215 (28)
Net income.................................................................income.................................. $ 459 $175602 $ 554 $ 1,061 $ 729
Earnings per common share
Basic................................................................. $.08 $.03
Diluted............................................................... $.08 $.03Basic.................................. $ .10 $ .09 $ .18 $ .12
Diluted................................ $ .10 $ .09 $ .18 $ .12
Weighted average common
shares outstanding
Basic.................................................................Basic.................................. 5,952 6,074
Diluted............................................................... 6,008 6,1725,945 5,952 6,011
Diluted................................ 6,024 6,031 6,015 6,100
The accompanying notes are an integral part of the condensed consolidated
financial statements.
HURCO COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
January 31,April 30, October 31,
2000 1999
ASSETS (Unaudited) (Audited)(unaudited) (audited)
ASSETS
Current assets:
Cash and cash equivalents........................................... $ 4,1722,980 $ 3,495
Accounts receivable................................................. 15,25117,352 17,154
Inventories......................................................... 27,37725,254 30,767
Other............................................................... 1,5671,219 1,440
Total current assets............................................ 48,36746,805 52,856
Property and equipment:
Land ............................................................ 761 761
Building............................................................ 7,168 7,168
Machinery and equipment............................................. 11,24711,396 11,182
Leasehold improvements.............................................. 1,002982 1,005
Less accumulated depreciation and amortization.................. (11,346)(11,474) (11,165)
8,8328,833 8,951
Software development costs, less amortization............................ 3,7783,658 3,951
Other assets ............................................................ 3,9464,137 3,874
$ 64,92363,433 $ 69,632
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $ 9,89710,729 $ 10,891
Accrued expenses.................................................... 7,2376,030 6,903
Current portion of long-term debt.................................. 1,786 1,786
Total current liabilities....................................... 18,92018,545 19,580
Non-current liabilities:
Long-term debt...................................................... 8,5007,500 12,386
Deferred credits and other obligations.............................. 1,4061,342 1,518
Total non-current liabilities................................ 9,906liabilities....................................... 8,842 13,904
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; 5,951,859
and 5,951,859 shares issued and outstanding, respectively ...... 595 595
Additional paid-in capital.......................................... 46,340 46,340
Accumulated deficit................................................. (4,889)(4,287) (5,348)
Foreign currency translation adjustment............................. (5,949)(6,602) (5,439)
Total shareholders' equity...................................... 36,09736,046 36,148
$ 64,92363,433 $ 69,632
The accompanying notes are an integral part of the condensed consolidated
financial statements.
HURCO COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
Three Months Ended January 31,Six Months Ended
April 30, April 30,
2000 1999 (Unaudited)2000 1999
(unaudited) (unaudited)
Cash flows from operating activities:
Net income..................................................................income ................................................ $ 459602 $ 175554 $ 1,061 $ 729
Adjustments to reconcile net income to net
cash provided by (used for) operating activities:
Depreciation and amortization............................................. 534 534amortization............................ 729 449 1,263 983
Change in assets and liabilities:
(Increase) decrease in accounts receivable.............................. 1,668 2,969receivable............... (2,626) (638) (958) 2,657
(Increase) decrease in inventories...................................... 2,873 (2,007)inventories....................... 1,624 306 4,497 (1,701)
Increase (decrease) in accounts payable................................. (980) (4,071)payable.................. 893 (2,731) (87) (6,802)
Increase (decrease) in accrued expenses................................. 375 (1,046)
Other................................................................... 93 436expenses.................. (1,074) (198) (699) (1,244)
Other.................................................... 493 52 586 162
Net cash provided by (used for)
operating activities.................... 5,022 (3,010)activities................................... 641 (2,206) 5,663 (5,216)
Cash flows from investing activities:
Proceeds from sale of equipment............................................. 28 17
Purchasesequipment............................ (17) 55 11 72
Purchase of property and equipment......................................... (208) (250)equipment......................... (345) (394) (553) (644)
Software development costs.................................................. (176) (226)
Other....................................................................... -- (162)costs................................. (303) (306) (479) (532)
Other investments.......................................... (35) (49) (35) (211)
Net cash provided by (used for)
investing activities.................... (356) (621)activities..................................... (700) (694) (1,056) (1,315)
Cash flows from financing activities:
Advances on bank credit facilities.......................................... 6,450 15,451facilities......................... 6,650 25,599 13,100 41,050
Repayment on bank credit facilities......................................... (8,550) (8,300)
Repaymentsfacilities ....................... (7,650) (21,469) (16,200) (29,769)
Repayment of term debt.....................................................debt .................................... -- -- (1,786) (1,786)
Purchase of common stock.................................................... -- (2,379)
Proceeds from exercise of common stock options..............................options............. -- -- -- 2
Purchase of common stock................................... -- -- -- (2,379)
Net cash provided by (used for)
financing activities.................... (3,886) 2,988activities..................................... (1,000) 4,130 (4,886) 7,118
Effect of exchange rate changes on cash.......................................... (105) (19)cash....................... (133) (150) (236) (169)
Net increase (decrease) in cash......................................... 675 (662)cash and
temporary investments.................................... (1,192) 1,080 (515) 418
Cash and cash equivalentstemporary investments
at beginning of period................................. 3,497period................................... 4,172 2,614 3,495 3,276
Cash and cash equivalentstemporary investments
at end of period.......................................period......................................... $ 4,1722,980 $ 2,6143,694 $ 2,980 $ 3,694
The accompanying notes are an integral part of the condensed consolidated
financial statements.
HURCO COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY For the ThreeSix Months
Ended January 31,April 30, 2000 and 1999
Accumulated
Other
Comprehensive
Common Stock Income:
------------------------- Foreign
Shares Additional Currency
Issued & Paid-In Accumulated Translation
Outstanding Amount Capital Deficit Adjustment Total
(Dollars in thousands)
Balances, October 31, 1998 6,340,111 $634 $48,662 $(7,150) $(4,406) $37,740
(unaudited)
Net income....................... -- -- -- 175729 -- 175729
Translation of foreign currency
financial statements........... -- -- -- -- -- (390)
Comprehensive income (loss)...... (215)(375)
Exercise of Common Stock Options. 1,000 -- 2 -- -- 2
Purchase of Common Stock......... (395,752) (39) (2,340) -- -- (2,379)
Balances, January 31,April 30, 1999 5,945,359 $595 $46,324 $ (6,975) $(4,796) $35,148$(6,421) $(5,510) $34,988
Balances, October 31, 1999 5,951,859 $595 $46,340 $ (5,348)$(5,348) $(5,439) $36,148
(unaudited)
Net income....................... -- -- -- 4591,061 -- 4591,061
Translation of foreign currency
Comprehensive income (loss)...... (51)(102)
Exercise of Common Stock Options. -- -- -- -- -- --
Balances, January 31,April 30, 2000 5,951,859 $595 $46,340 $(4,889) $(5,949) $36,097$(4,287) $(6,602) $36,046
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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. We are an industrial
automation company that designs and produces interactive computer controls,
software and computerized machine systems for the worldwide metal cutting and
metal forming industries.
The condensed financial information as of January 31,April 30, 2000 and 1999 is unaudited
but includes all adjustments which we consider necessary for a fair presentation
of our financial position at those dates and our results of operations and cash
flows for the threesix months then ended. We suggest you read these condensed
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, 1999.
2. HEDGING
We hedge our exposure to fluctuations in foreign currency exchange rates from
time to time by using foreign currency forward exchange contracts. The U.S.
dollar equivalent notional amount of outstanding foreign currency forward
exchange contracts was approximately $3.7$6.9 million as of January 31,April 30, 2000 ($2.23.9
million related to firm intercompany sales commitments) and $4.5 million as of
October 31, 1999 ($2.1 million related to firm intercompany sales commitments).
Deferred losses related to hedges of future sales transactions were
approximately $100,000$7,000 and $48,000 as of January 31,April 30, 2000 and October 31, 1999,
respectively. Contracts outstanding at January 31,April 30, 2000 mature at various times
through FebruaryAugust 2000.
3. EARNINGS PER SHARE
Basic and diluted earnings per common share are based on the weighted average
number of our shares of common stock outstanding. Diluted earnings per common share
give effect to outstanding stock options using the treasury stock method. Common
stock equivalents totaled approximately 56,00072,000 shares as of January 31,April 30, 2000.
4. ACCOUNTS RECEIVABLE
The allowance for doubtful accounts was $702,000$618,000 as of January 31,April 30, 2000 and
$687,000 as of October 31, 1999.
5. INVENTORIES
Inventories, reflected at the lower of cost (first-in, first-out method) or
market are summarized below (in thousands):
January 31, 2000 October 31, 1999
Purchased parts and sub-assemblies $ 9,352 $ 9,104
Work-in-process 952 1,070
Finished goods 17,073 20,593
$ 27,377 $ 30,767
April 30, 2000 October 31, 1999
Purchased parts and sub-assemblies $10,282 $ 9,104
Work-in-process 506 1,070
Finished goods 14,466 20,593
$25,254 $30,767
6. TAX CONTINGENCY
A German tax examiner has contested the transfer of net operating losses between
two of our German subsidiaries that merged in fiscal 1996. The contingent tax
liability resulting from this issue is approximately $1.4 million. We have
protested this matter and have not yet received a ruling from the German tax
authorities on the tax examiner's findingfindings and our protest. In the event an
unfavorable ruling is received from the German tax authorities, we will consider
whether to appeal to the German Federal Tax Court. No provision for the
contingency has been recorded.
7. SEGMENT INFORMATION
We operate in a single segment: industrial automation systems. We design and
produce interactive computer control systems and software and computerized
machine systems for sale through our own distribution network to the worldwide
metal working market. We also provide software options, computer control
upgrades, accessories and replacement parts for our products, as well as
customer service and training support.
Substantially all of our machine systems and computer control systems are
manufactured to our specifications by contract manufacturing companies in Taiwan
and Europe. Our executive offices and principal design, engineering and
manufacturing management operations are headquartered in Indianapolis, Indiana.
We sell our products through over 240 independent agents and distributors in 45
countries throughout North America, Europe and Asia. We also have our own direct
sales and service organizations in the United States, England, France, Germany,
Italy and Singapore, which are considered to be among the world's principal
computerized machine system consuming countries.
8. RESTRUCTURING CHARGE
In fiscal 1998, we recorded a reserve for anticipated costs associated with the
restructuring of a subsidiary to convert its operations from manufacturing
computer controls to sales and service of computerized machine systems. At January 31,April
30, 2000, the restructuring reserve balance was $357,326$351,374 and consisted of the
following:
Balance Charges to Balance
Description 10/31/99 Accrual Adjustment 1/31/4/30/00
Excess Building Capacity $285,899 -- -- $285,899
Equipment Leases 77,379 5,95211,904 -- 71,42765,475
$363,278 $ 5,952$11,904 $ -- $357,326$351,374
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Condensed
Consolidated Financial Statements and Notes thereto appearing elsewhere herein.
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements orof the machine tool industry to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, (i) changes in
general economic and business conditions that affect demand for Computer Numeric
Controlcomputerized
machine systems, computer numeric control (CNC) systems machine tools and software products,
(ii) changes in manufacturing markets, (iii) innovations by competitors, (iv)
quality and delivery performance by our contract manufacturers and (v)
governmental actions and initiatives including import and export restrictions
and tariffs.
RESULTS OF OPERATIONS
Three Months Ended April 30, 2000 Compared to Three Months Ended April 30, 1999
Net income for the second quarter ended April 30, 2000 was $602,000, or $.10 per
share on a diluted basis, which compares to $554,000, or $.09 per share,
reported for the corresponding period a year ago. When comparing the results for
the two periods, it should be noted that net income for the 2000 period was
unfavorably impacted by approximately $600,000 due to the financial effects of
changes in foreign currencies, primarily the stronger U.S. dollar in relation to
those linked to the Euro. In addition, results for the second quarter of 1999
were favorably impacted by a $103,000 adjustment to a restructuring reserve and
a $377,000 tax asset recorded by a foreign subsidiary, due to a change in tax
status, which resulted in a net tax benefit of $267,000, rather than tax
expense.
Sales and service fees for the firstsecond quarter of fiscal 2000 were $24.5$24.2 million, approximately
16%$2.7 million, or 12%, higher than those recorded in the corresponding 1999 period, in spitenot
withstanding the unfavorable currency translation effects of the unfavorable effects of a stronger U.S.strengthened
dollar when translating sales made in foreign currencies. At constant exchange rates
netcomparable to those prevailing in the second quarter of fiscal 1999, sales and
service fees for the quarter2000 period would have been $25.9$25.3 million, an increase of
approximately $4.8$3.8 million, or 23%.18%, over the 1999 period. The increase was attributable primarilydue
almost entirely to increased shipments of computerized machine systems,
which benefited from improvedreflecting stronger order rates in the
U.S. and Southeast Asia and improved availability of new products for shipment
in Europe. Computerized machineon a global basis. Machine system shipments in the U.S., which included a
higher percentage of larger model machines in the total sales
mix, increased approximately $1.9$3.5 million, or 43%. Shipments in Southeast Asia increased
approximately $900,000 or 360%, reflecting improved market conditions. In
Europe, computerized machine system shipments increased approximately $1.7
million, or 16%23%, when measured at constant exchange rates duecomparable to
improved
availabilitythose in the 1999 period. International sales, net of our new models for shipmentcurrency effects,
represented approximately 51% of net sales and a corresponding reductionservice fees, compared to
approximately 49% in backlog.the 1999 period.
New order bookings forduring the firstsecond quarter of fiscal 2000 were $23.2$26.0 million
compared to $24.8$20.0 million for the corresponding 1999 period, a decreasean increase of 6.5%30%.
When measured at constant exchange rates comparable to those in the 1999 period, however,
new orders in the latest period were only slightly
belowapproximately 36% higher than in the fiscal 1999
period. Orders for computerized machine systems increased 52% in units and 47%
in constant dollars, while orders for stand-alone computer controls approximated
the prior year level. Orders for computerized machine systems in the U.S.
increased approximately $1.1$2.8 million, or 21%. In57%, and in Southeast Asia increased
$1.0 million, over 300% of the fiscal 1999 level. In Europe, machine system
orders for
these products increased $1.4$2.6 million, almost seven times the amount booked in
the first quarter of fiscal 1999. Orders for computerized machine systems in
Europe decreased $2.8 millionor 29%, measured in constant dollars, primarily
in Germany and France where demand had been unusually strongthe United Kingdom.
Selling, general and administrative expenses, which include research and
development expenses, increased by $271,000, or 5%, over those recorded in the
1999 period, due primarily to the incremental expense associated with direct
sales forces in Italy and certain territories in the U.S., which was partially
offset by the effects of the strengthened U.S. dollar when translating expenses
incurred in foreign currencies.
Interest expense decreased by $112,000, or 33%, from the amount recorded in the
corresponding period of 1999, due primarily to a year ago following our
introduction of new products. Backlog was $6.8$6.6 million at January 31,reduction in
average debt outstanding for the three months ended April 30, 2000 compared to
$8.5 million at October 31, 1999.
Gross profitthe prior year period, as a percentageresult of salesenhanced cash flow from operations. The
effect on interest expense of increased interest rates was 27.4%not significant.
Other expense (net) increased to $231,000 compared to 28.4%other income of $18,000
reported for the first
quartercorresponding period of fiscal 1999, due primarily to realized
and unrealized currency losses associated with accounts receivable denominated
in foreign currencies, primarily those linked to the Euro, which for the most
part, were not covered by forward hedge contracts during the 2000 period.
Six Months Ended April 30, 2000 Compared to Six Months Ended April 30, 1999
Net income for the six months ended April 30, 2000 was $1.1 million, or $.18 per
share on a diluted basis, which compares to $729,000, or $.12 per share,
reported for the corresponding period a year ago. The comparability of 2000
results to those for the first half of 1999 was subject to the same factors as
those noted in the discussion of quarterly results.
Sales and service fees for the first half of fiscal 2000 were $48.7 million,
approximately $6.0 million, or 14%, higher than those recorded in the 1999
period, in spite of the unfavorable effects of a substantially stronger dollar
when translating sales made in foreign currency
translation effects.
Operating expensescurrencies. At comparable exchange rates,
net sales for the first half of 2000 would have been $51.2 million, an increase
of approximately $8.6 million, or 20%, over the corresponding 1999 period. The
increase was due almost entirely to increased shipments of computerized machine
systems, reflecting stronger order rates on a global basis. Machine system sales
increased $8.1 million, or 26%, when measured at exchange rates comparable to
those in the 1999 period.
New order bookings during the first half of 2000 were $49.1 million compared to
$44.7 million for the corresponding 1999 period, an increase of 10%. When
measured at exchange rates comparable to those in the 1999 period, however, new
orders in the 2000 first half were approximately 15% higher than in the first
quarterhalf of 1999. Orders for computerized machine systems increased 26% in units and
20% in constant dollars, while orders for stand-alone computer controls declined
by 16% in constant dollars. Orders for computerized machine systems in the U.S.
increased approximately $3.9 million, or 39%, and in Southeast Asia increased
$2.4 million, over 400% above the fiscal 20001999 level.
Selling, general and administrative expenses, which include research and
development expenses, increased $485,000,by $757,000, or 9.1%. The latest fiscal quarter included planned
expenditures for the establishment of7%, due primarily to additional
direct sales operationsforces in Italy and certain parts of the United States.
Foreign Currency Risk Management
We seek to manage our foreign currency exposure through the use of foreign
currency forward exchange contracts. We do not speculateterritories in the financial
markets and, therefore, do not enter into these contracts for trading
purposes. We also endeavorU.S., which was
partially offset by the effects of weaker foreign currencies when translating
expenses incurred in foreign currencies.
Interest expense decreased by $120,000, or 19%, from the amount recorded in the
corresponding period of 1999, due primarily to moderate our currency risk related to
significant purchase commitments with certain foreign vendors through price
adjustment agreements that provide for a sharing of, or otherwise limit,
the potential adverse effect of currency fluctuations on the costs of
purchased products. The results of these programs achieved our objectives$3.0 million reduction in
average debt outstanding for the first quartersix months ended April 30, 2000 compared to the
prior year period, as a result of enhanced cash flow from operations. The effect
on interest expense of increased interest rates was not significant.
Other expense (net) increased to $213,000 compared to other income of $62,000
reported for the corresponding period of fiscal 2000. See Note 21999, due primarily to realized
and unrealized currency losses associated with accounts receivable denominated
in foreign currencies, primarily those linked to the Condensed Consolidated
Financial Statements.Euro, which for the most
part, were not covered by forward hedge contracts during the 2000 period.
LIQUIDITY AND CAPITAL RESOURCES
At January 31,April 30, 2000, we had cash and cash equivalents of $4.2$3.0 million compared to
$3.5 million at October 31, 1999. Cash provided by operations totaled $5.0$5.7
million in the first quarterhalf of fiscal 2000, compared to $3.0$5.2 million used for
operations in the same period of fiscal 1999. The cash flow provided by
operations resulted in a $3.9$4.9 million reduction in long-term debt during the
first quarterhalf of fiscal 2000.
Net working capital was $29.4$28.3 million at January 31,April 30, 2000, compared to $33.3
million at October 31, 1999. The decline is attributable principally to a
decrease in inventory of $2.9 million and a decrease in accounts receivable of $1.7 million
offset by a $1.0 million decrease in accounts payable.$4.5 million.
The decrease in inventories, which relatesinventory, consisting primarily to a reduction inof finished products available
for shipment, is attributable to a planned decrease in production by our
contract manufacturers, combined with our increased shipments in the first quarterhalf of
fiscal 2000.
The decrease in accounts receivable is attributable to the timing of shipments
in the fourth quarter of fiscal 1999 combined with a reduction in the average
age of our receivables from 55 days at October 31, 1999 to 53 days at January
31, 2000.
Capital investments in the first quarterhalf of fiscal 2000 consisted principally of
expenditures for software development projects and purchases of equipment. Cash
used for investing activities during the quarterfirst half was derived from operations.
The Company wasWe were in compliance with all of our loan covenants at January 31,April 30, 2000. We
believe that anticipated cash flow from operations and available borrowings
under credit facilities will be sufficient to meet our anticipated cash
requirements in the foreseeable future.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Interest Rate Risk
Interest on our bank borrowings is affected by changes in prevailing U.S. and
European interest rates and/or Libor. The interest rates on the Libor portion of
our bank credit facilities are based upon a ratio of total indebtedness to cash
flow for the preceding twelve month period and are payable at Libor plus an
amount ranging from 1.0% to 2.0% based upon a prescribed formula. At January 31,April 30,
2000, outstanding borrowings under our bank credit facilities were $8.5$7.5 million
and our total indebtedness was $10.3$9.3 million. The interest rate on the Libor
portion of our bank debt was Libor plus 1.5%.
Foreign Currency Exchange Risk
A significant portion of our products is sourced from foreign suppliers or built
to our specifications by contract manufacturers overseas. Our arrangements with
thosethese suppliers typically include foreign currency risk sharing agreements,
which reduce (but do not eliminate) the effects of currency fluctuations on
product cost.costs. The predominant portion of our exchange rate risk associated with
product purchases relates to the New Taiwan Dollar.
During the first quarter ofIn fiscal 2000, approximately 58.0%57.6% of our sales and service fees, including
export sales, were derived from foreign markets. All of our computerized machine
systems and computer numerical 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. We enter into forward foreign exchange
contracts from time to time to hedge the cash flow risk related to inter-company
sales and inter-company accounts receivable 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 of foreign currencies as of January 31,April 30, 2000 were
as follows:
Weighted
Notional Amount Avg. Notional
Forward Contracts in Foreign Forward Amount in Market Value
Currency Rate U.S. $ in US$ Maturity Dates
Sterling 1,760,000 1.6063 2,827,088 2,843,280 February975,000 1.5962 1,556,314 1,514,565 May - Aug. 2000
Euro 876,000 .9885 865,926 850,158 February5,876,000 .9176 5,391,868 5,356,562 May - June 2000
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
There have been no material developments in the IMS infringement litigation
except as describedAs reported in our Annual Report on Form 10-K for the year ended October 31,
1999.
We are involved1999, our subsidiary, IMS Technology, Inc. (IMS) is a party to an ongoing legal
proceeding involving Haas Automation Inc. and its owner (collectively, Haas).
IMS has alleged that Haas infringed one of its Interactive Computer Numerical
Control patents. In October 1998, the trial court granted summary
judgment in various otherfavor of Haas, dismissing the action. IMS filed an appeal and
Haas filed a cross-appeal. In March 2000, the Court of Appeals reversed the
trial court's grant of summary judgment of non-infringement in favor of
Haas on two of the claims IMS has asserted against Haas. The Court also
ruled that the trial court erred in its construction of a key term and lawsuits arisingvacated
a separate ruling of non-infringement. Finally, the Court of Appeals affirmed
the trial court's findings on claim construction issues, which Haas had
raised in its cross-appeal. The action has now been remanded to the ordinary
course of business, none of which, intrial
court for further proceedings and the opinion of management,trial is expected to commence in July
or August. Although we continue to believe that IMS claims of patent
infringement have a material adverse effect on our consolidated financial position or resultssubstantial merit, we are unable to predict the outcome of
operations.
Item 5. OTHER MATTERS
On March 14, 2000, the Board of Directors approved Amended and Restated By-laws,
a copy of which is included as Exhibit 3.2 to this report. The only substantive
changes in the By-laws were to delete a provision which had made two provisions
of the Indiana Business Corporation Law inapplicable to the Company and to
increase the number of shares which may call a special meeting of shareholders
from 25% to a majority. The two provisions, Ind. Code Sections 23-1-42 (the
"Control Share" chapter) and 23-1-43 (the "Business Combination" chapter),
provide protections to Indiana corporations against certain unsolicited
takeover offers. As a result of the Board's action, these statutory
takeover protections will now apply to the Company.matter at this time.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.2 Amended and Restated By-Laws ofExhibits
10.1 Employment Letter Between the Registrant and Bernard C.
Faulkner, dated March 14,February 4, 2000
11 Statement re: Computation of Per Share Earnings
27 Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K: None
SIGNATURES
Pursuant to the requirements of the Securities and 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/ Roger J. Wolf
Roger J. Wolf
Senior Vice President and
Chief Financial Officer
By: /s/ Stephen J. Alesia
Stephen J. Alesia
Corporate Controller and
Principal Accounting Officer
March 15,June 13, 2000