Form 10-Q Quarterly Report for Fiscal Quarter Ended ~~January 31, 2018~~April 30, 2022

HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)


	Three Months Ended				Six Months Ended
	April 30,				April 30,
	2022		2021		2022		2021

Net income (loss)	$	2,029	$	2,437	$	5,564	$	3,100

Other comprehensive income (loss):

Translation gain (loss) of foreign currency financial statements		(8,033)		122		(9,543)		4,306

(Gain) / loss on derivative instruments reclassified into operations, net of tax of $24, $(102), $70 and $(216), respectively		77		(340)		226		(719)

Gain / (loss) on derivative instruments, net of tax of $(11), $(23), $91 and $(189), respectively		(41)		(75)		294		(629)

Total other comprehensive income (loss)		(7,997)		(293)		(9,023)		2,958

Comprehensive income (loss)	$	(5,968)	$	2,144	$	(3,459)	$	6,058

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

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HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	April 30,		October 31,
	2022		2021
	(unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	82,042	$	84,063
Accounts receivable, net		34,389		42,620
Inventories, net		153,305		148,216
Derivative assets		3,279		905
Prepaid assets		8,752		13,091
Other		220		975
Total current assets		281,987		289,870
Property and equipment:
Land		868		868
Building		7,352		7,352
Machinery and equipment		28,061		29,533
Leasehold improvements		4,753		5,172
		41,034		42,925
Less accumulated depreciation and amortization		(31,485)		(32,318)
Total property and equipment, net		9,549		10,607
Non–current assets:
Software development costs, less accumulated amortization		7,480		7,553
Intangible assets, net		1,399		1,565
Operating lease - right of use assets, net		9,006		10,624
Deferred income taxes		2,763		3,154
Investments and other assets, net		9,262		9,562
Total non–current assets		29,910		32,458
Total assets	$	321,446	$	332,935

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	49,853	$	48,881
Customer deposits		6,121		8,593
Derivative liabilities		2,195		467
Operating lease liabilities		3,757		4,221
Accrued payroll and employee benefits		8,149		10,389
Accrued income taxes		1,982		1,192
Accrued expenses		5,099		5,911
Accrued warranty expenses		1,387		1,516
Total current liabilities		78,543		81,170
Non–current liabilities:
Deferred income taxes		80		68
Accrued tax liability		1,316		1,749
Operating lease liabilities		5,609		6,794
Deferred credits and other		4,247		4,735
Total non–current liabilities		11,252		13,346
Shareholders’ equity:
Preferred stock: 0 par value per share, 1,000,000 shares authorized; 0 shares issued		0		0
Common stock: 0 par value, $.10 stated value per share, 12,500,000 shares authorized; 6,645,352 and 6,691,052 shares issued and 6,566,994 and 6,617,717 shares outstanding, as of April 30, 2022 and October 31, 2021, respectively		657		662
Additional paid-in capital		62,543		63,924
Retained earnings		179,215		175,574
Accumulated other comprehensive loss		(10,764)		(1,741)
Total shareholders’ equity		231,651		238,419
Total liabilities and shareholders’ equity	$	321,446	$	332,935

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

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HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~CASH FLOWS

(In thousands)


	Three Months Ended				Six Months Ended
	April 30,				April 30,
	2022		2021		2022		2021

Cash flows from operating activities:
Net income (loss)	$	2,029	$	2,437	$	5,564	$	3,100
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities, net of acquisitions:
Provision for doubtful accounts		(107)		146		(193)		227
Deferred income taxes		79		379		65		511
Equity in loss (income) of affiliates		(276)		(93)		(390)		(36)
Foreign currency (gain) loss		815		296		1,182		(660)
Unrealized (gain) loss on derivatives		(485)		(372)		(328)		(143)
Depreciation and amortization		965		1,050		1,907		2,116
Stock–based compensation		806		721		1,595		1,380
Change in assets and liabilities, net of acquisitions:
(Increase) decrease in accounts receivable		3,521		(9,247)		6,562		(8,873)
(Increase) decrease in inventories		(6,741)		1,640		(12,676)		7,354
(Increase) decrease in prepaid expenses		1,226		426		5,382		(1,161)
Increase (decrease) in accounts payable		(111)		7,351		3,751		9,342
Increase (decrease) in customer deposits		(2,211)		3,048		(2,144)		2,797
Increase (decrease) in accrued expenses		784		56		(138)		34
Increase (decrease) in accrued payroll and employee benefits		317		617		(2,240)		835
Increase (decrease) in accrued income tax		(377)		(30)		880		216
Net change in derivative assets and liabilities		(77)		392		(29)		163
Other		(1,256)		83		(438)		732
Net cash provided by (used for) operating activities		(1,099)		8,900		8,312		17,934

Cash flows from investing activities:
Proceeds from sale of property and equipment		94		3		101		3
Purchase of property and equipment		(231)		(378)		(508)		(676)
Software development costs		(295)		(282)		(598)		(606)
Other investments		262		(42)		—		(182)
Net cash provided by (used for) investing activities		(170)		(699)		(1,005)		(1,461)

Cash flows from financing activities:
Proceeds from exercise of common stock options		—		—		117		—
Dividends paid		(986)		(924)		(1,923)		(1,789)
Taxes paid related to net settlement of restricted shares		—		—		(208)		(197)
Stock repurchases		(1,671)		—		(2,890)		—
Net cash provided by (used for) financing activities		(2,657)		(924)		(4,904)		(1,986)

Effect of exchange rate changes on cash and cash equivalents		(4,061)		58		(4,424)		1,542

Net increase (decrease) in cash and cash equivalents		(7,987)		7,335		(2,021)		16,029

Cash and cash equivalents at beginning of period		90,029		66,553		84,063		57,859

Cash and cash equivalents at end of period	$	82,042	$	73,888	$	82,042	$	73,888

Three Months Ended
January 31,
2018 2017
(Unaudited)

Net income $ 2,937 $ 879

Other comprehensive income (loss):

Translation of foreign currency financial statements 5,065 (103 )

(Gain) / loss on derivative instruments reclassified into operations, net of tax of $(74) and $115, respectively (222 ) 209

Gain / (loss) on derivative instruments, net of tax of $(382) and $181, respectively (1,142 ) 329

Total other comprehensive income 3,701 435

Comprehensive income $ 6,638 $ 1,314

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

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HURCO COMPANIES, INC.

CONDENSED CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except ~~share and per share data)~~shares outstanding)

January 31, October 31,
2018 2017
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents $ 80,236 $ 66,307
Accounts receivable, net 41,614 50,094
Inventories, net 131,526 119,948
Derivative assets 1,364 596
Prepaid assets 8,105 7,913
Other 2,726 1,557
Total current assets 265,571 246,415
Property and equipment:
Land 868 841
Building 7,352 7,352
Machinery and equipment 26,988 25,652
Leasehold improvements 3,762 3,503
38,970 37,348
Less accumulated depreciation and amortization (26,250 ) (25,167 )
Total property and equipment 12,720 12,181

Non-current assets:
Software development costs, less accumulated amortization 6,595 6,226
Goodwill 2,586 2,440
Intangible assets, net 1,092 1,076
Deferred income taxes 4,571 6,176
Investments and other assets, net 7,658 7,131
Total non-current assets 22,502 23,049
Total assets $ 300,793 $ 281,645

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 57,603 $ 47,638
Accrued expenses and other 17,008 18,240
Accrued warranty expenses 2,043 1,772
Derivative liabilities 4,156 1,732
Short-term debt 1,590 1,507
Total current liabilities 82,400 70,889
Non-current liabilities:
Deferred income taxes 1,942 3,821
Accrued tax liability 2,446 133
Deferred credits and other 3,909 3,717
Total non-current liabilities 8,297 7,671

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, 6,866,932 and 6,799,006 shares issued; and 6,692,778 and 6,641,197 shares outstanding, as of January 31, 2018 and October 31, 2017, respectively 669 664
Additional paid-in capital 62,380 61,344
Retained earnings 151,536 149,267
Accumulated other comprehensive loss (4,489 ) (8,190 )
Total shareholders’ equity 210,096 203,085
Total liabilities and shareholders’ equity $ 300,793 $ 281,645


	Three Months Ended April 30, 2022 and 2021
								Accumulated
	Common Stock			Additional				Other
	Shares			Paid–in		Retained		Comprehensive
	Outstanding	Amount		Capital		Earnings		Income (Loss)		Total
Balances, January 31, 2021	6,583,626	$	658	$	61,458	$	172,282	$	261	$	234,659
Net income (loss)	—		—		—		2,437		—		2,437
Other comprehensive income (loss)	—		—		—		—		(293)		(293)
Stock–based compensation expense, net of taxes withheld for vested restricted shares	17,780		2		719		—		—		721
Dividends paid	—		—		—		(924)		—		(924)
Balances, April 30, 2021	6,601,406	$	660	$	62,177	$	173,795	$	(32)	$	236,600

Balances, January 31, 2022	6,607,437	$	661	$	63,404	$	178,172	$	(2,767)	$	239,470
Net income (loss)	—		—		—		2,029		—		2,029
Other comprehensive income (loss)	—		—		—		—		(7,997)		(7,997)
Stock–based compensation expense, net of taxes withheld for vested restricted shares	9,321		1		805		—		—		806
Stock repurchases	(49,764)		(5)		(1,666)		—		—		(1,671)
Dividends paid	—		—		—		(986)		—		(986)
Balances, April 30, 2022	6,566,994	$	657	$	62,543	$	179,215	$	(10,764)	$	231,651


	Six Months Ended April 30, 2022 and 2021
								Accumulated
	Common Stock			Additional				Other
	Shares			Paid–in		Retained		Comprehensive
	Outstanding	Amount		Capital		Earnings		Income (Loss)		Total
Balances, October 31, 2020	6,565,163	$	657	$	60,997	$	172,484	$	(2,990)	$	231,148
Net income (loss)	—		—		—		3,100		—		3,100
Other comprehensive income (loss)	—		—		—		—		2,958		2,958
Stock–based compensation expense, net of taxes withheld for vested restricted shares	36,243		3		1,180		—		—		1,183
Dividends paid	—		—		—		(1,789)		—		(1,789)
Balances, April 30, 2021	6,601,406	$	660	$	62,177	$	173,795	$	(32)	$	236,600

Balances, October 31, 2021	6,617,717	$	662	$	63,924	$	175,574	$	(1,741)	$	238,419
Net income (loss)	—		—		—		5,564		—		5,564
Other comprehensive income (loss)	—		—		—		—		(9,023)		(9,023)
Stock–based compensation expense, net of taxes withheld for vested restricted shares	33,761		3		1,384		—		—		1,387
Exercise of common stock options	5,437		1		116		—		—		117
Stock repurchases	(89,921)		(9)		(2,881)		—		—		(2,890)
Dividends paid	—		—		—		(1,923)		—		(1,923)
Balances, April 30, 2022	6,566,994	$	657	$	62,543	$	179,215	$	(10,764)	$	231,651

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

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~~HURCO COMPANIES, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In thousands)~~

Three Months Ended
January 31,

2018 2017
(Unaudited)
Cash flows from operating activities:
Net income $ 2,937 $ 879
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for doubtful accounts 158 19
Deferred income taxes 638 (377 )
Equity in income of affiliates (139 ) (223 )
Depreciation and amortization 888 959
Foreign currency (gain) loss (1,514 ) 927
Unrealized (gain) loss on derivatives 885 (683 )
Stock-based compensation 549 348
Taxes paid related to net settlement of restricted shares 502 473
Change in assets and liabilities:
(Increase) decrease in accounts receivable 10,437 16,493
(Increase) decrease in inventories (6,947 ) (474 )
(Increase) decrease in prepaid expenses (528 ) (659 )
Increase (decrease) in accounts payable 7,801 2,785
Increase (decrease) in accrued expenses (1,680 ) (4,694 )
Net change in derivative assets and liabilities 40 194
Other 435 29
Net cash provided by (used for) operating activities 14,462 15,996

Cash flows from investing activities:
Purchase of property and equipment (855 ) (798 )
Proceeds from sale of equipment 58 —
Software development costs (625 ) (482 )
Net cash provided by (used for) investing activities (1,422 ) (1,280 )

Cash flows from financing activities:
Dividends paid (668 ) (592 )
Taxes paid related to net settlement of restricted shares (502 ) (473 )
Proceeds from exercise of common stock options 492 —
Net cash provided by (used for) financing activities (678 ) (1,065 )

Effect of exchange rate changes on cash 1,567 272

Net increase (decrease) in cash and cash equivalents 13,929 13,923

Cash and cash equivalents at beginning of period 66,307 41,217

Cash and cash equivalents at end of period $ 80,236 $ 55,140

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

~~HURCO COMPANIES, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY~~

~~For the Three Months Ended January 31, 2018 and 2017~~

~~(In thousands, except shares outstanding)~~

Common Stock Additional
Accumulated
Other

Shares
Outstanding Amount
Paid-in
Capital

Retained
Earnings
Comprehensive
Income (Loss) Total

Balances, October 31, 2016 6,573,103 $ 657 $ 59,119 $ 136,742 $ (11,043 ) $ 185,475

Net income — — — 879 — 879

Other comprehensive income — — — — 435 435

Stock-based compensation 29,760 3 348 — — 351

Dividends paid — — — (592 ) — (592 )

Balances, January 31, 2017
(Unaudited)
6,602,863 $ 660 $ 59,467 $ 137,029 $ (10,608 ) $ 186,548

Balances, October 31, 2017 6,641,197 $ 664 $ 61,344 $ 149,267 $ (8,190 ) $ 203,085

Net income — — — 2,937 — 2,937
Other comprehensive income — — — — 3,701 3,701

Exercise of common stock options 26,218 3 489 — — 492

Stock-based compensation 25,363 2 547 — — 549

Dividends paid — — — (668 ) — (668 )

Balances, January 31, 2018
(Unaudited)
6,692,778 $ 669 $ 62,380 $ 151,536 $ (4,489 ) $ 210,096

~~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. As used in this report, ~~unless~~ the ~~context indicates otherwise, the terms~~words “we”, “us”, “our”, “Hurco” and ~~similar language~~the “Company” refer to Hurco Companies, Inc. and its consolidated ~~subsidiaries as a whole.~~

subsidiaries.

We design, manufacture, and sell computerized (i.e., Computer Numeric ~~Control)~~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 the majority 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 ~~training~~applications support.

The condensed financial information as of ~~January 31, 2018~~April 30, 2022 and for the three and six months ended ~~January 31, 2018~~April 30, 2022 and ~~January 31, 2017~~April 30, 2021 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~~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, ~~2017.~~2021.

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.

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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 that we install, we estimate the fair value of the installation performance obligation and recognize that installation revenue on a prorata basis 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 on a prorata basis 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, ~~South African Rand,~~ 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 ~~loss~~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 immediately.~~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.

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We had forward contracts outstanding as of ~~January 31, 2018,~~April 30, 2022, denominated in Euros, Pounds Sterling and New Taiwan Dollars with set maturity dates ranging from ~~February 2018~~May 2022 through ~~January 2019.~~April 2023. The contract amounts, expressed at forward rates in U.S. Dollars at ~~January 31, 2018,~~April 30, 2022, were ~~$40.1~~$24.7 million for Euros, ~~$9.8~~$7.2 million for Pounds Sterling and ~~$37.4~~$29.7 million for New Taiwan Dollars. At ~~January 31, 2018,~~April 30, 2022, we had approximately ~~$2.2 million~~$295,000 of ~~losses,~~gains, net of tax, related to cash flow hedges deferred in Accumulated other comprehensive ~~loss.~~income (loss). Included in this amount ~~were $1.2 million~~was $178,000 of unrealized ~~losses,~~gains, net of tax, related to cash flow hedge instruments that remain subject to currency fluctuation risk. The majority of these deferred ~~losses~~gains will be recorded as an adjustment to Cost of sales and service in periods through ~~January 2019,~~April 2023, 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 ~~2017.~~2021. We designated this forward contract as a hedge of our net investment in Euro denominated assets. We selected the forward method under ~~Financial Accounting Standards Board, or~~ FASB guidance related to the accounting for 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 ~~loss,~~income (loss), net of tax, in the same manner as the underlying hedged net assets. This forward contract matures in November ~~2018.~~2022. As of ~~January 31, 2018,~~April 30, 2022, we had ~~$609,000~~a realized gain of ~~realized gains~~$0.9 million and ~~$106,000~~an unrealized gain of ~~unrealized losses,~~$0.2 million, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive ~~loss~~income (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 ~~payables~~loans denominated in foreign currencies. These derivative instruments are not designated as hedges under ~~the~~ FASB guidance and, as a result, changes in their fair value are reported currently asin Other income (expense), net in the Condensed Consolidated Statements of ~~Income~~Operations consistent with the transaction gain or loss on the related receivables and payables denominated in foreign currencies.

We had forward contracts outstanding as of ~~January 31, 2018,~~April 30, 2022, denominated in Euros, Pounds Sterling, ~~South African Rand,~~ and New Taiwan ~~Dollar~~Dollars with set maturity dates ranging from ~~February 2018~~May 2022 through ~~October 2018.~~July 2022. The contract amounts, expressed at forward rates in U.S. Dollars at ~~January 31, 2018~~April 30, 2022, totaled ~~$63.3~~$38.2 million.

Fair Value of Derivative Instruments

We recognize the fair value of derivative instruments as assets and liabilities on a gross basis on our Condensed Consolidated Balance Sheets. As of ~~January 31, 2018~~April 30, 2022 and October 31, ~~2017,~~2021, all derivative instruments were recorded at fair value on our Condensed Consolidated Balance Sheets as follows (in thousands):


	April 30, 2022			October 31, 2021
	Balance Sheet	Fair		Balance Sheet	Fair
Derivatives	Location	Value		Location	Value
Designated as Hedging Instruments:
Foreign exchange forward contracts	Derivative assets	$	2,238	Derivative assets	$	646
Foreign exchange forward contracts	Derivative liabilities	$	1,742	Derivative liabilities	$	403

Not Designated as Hedging Instruments:
Foreign exchange forward contracts	Derivative assets	$	1,041	Derivative assets	$	259
Foreign exchange forward contracts	Derivative liabilities	$	453	Derivative liabilities	$	64

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January 31, 2018 October 31, 2017
Balance Sheet Fair Balance Sheet Fair
Derivatives Location Value Location Value
Designated as Hedging Instruments:
Foreign exchange forward contracts Derivative assets $ 768 Derivative assets $ 305
Foreign exchange forward contracts Derivative liabilities $ 2,677 Derivative liabilities $ 1,508
Not Designated as Hedging Instruments:
Foreign exchange forward contracts Derivative assets $ 596 Derivative assets $ 291
Foreign exchange forward contracts Derivative liabilities $ 1,479 Derivative liabilities $ 224

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

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 ~~Income,~~Operations, net of tax, during the three months ended ~~January 31, 2018~~April 30, 2022 and ~~2017~~2021 (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
	April 30,					April 30,
	2022		2021			2022		2021
Designated as Hedging Instruments:
(Effective portion)
Foreign exchange forward contracts – Intercompany sales/purchases	$	(41)	$	(75)	Cost of sales and service	$	(77)	$	340
Foreign exchange forward contract – Net investment	$	152	$	30

We did 0t recognize any gains or losses as a result of hedges deemed ineffective for either of the three months ended April 30, 2022 or 2021. We recognized the following gains and losses in our Condensed Consolidated Statements of Operations during the three months ended April 30, 2022 and 2021 on derivative instruments not designated as hedging instruments (in thousands):

Derivatives
Amount of Gain
(Loss) Recognized in
Other
Comprehensive
Income (Loss)

Location of
Gain (Loss)
Reclassified
from Other
Comprehensive
Income (Loss)

Amount of Gain
(Loss) Reclassified
from Other
Comprehensive
Income (Loss)

Three Months Ended
January 31,

Three Months Ended
January 31,

2018 2017 2018 2017
Designated as Hedging Instruments:
(Effective portion)
Foreign exchange forward contracts – Intercompany sales/purchases $ (1,142 ) $ 329 Cost of sales
and service $ 222 $ (209 )
Foreign exchange forward contract – Net investment $ (166 ) $ 39


	Location of Gain
	(Loss) Recognized	Amount of Gain (Loss)
Derivatives	in Operations	Recognized in Operations
		Three Months Ended
		April 30,
		2022		2021
Not Designated as Hedging Instruments:
Foreign exchange forward contracts	Other income (expense), net	$	581	$	(590)

The following table presents the changes in the components of Accumulated other comprehensive income (loss), net of tax, for the three months ended April 30, 2022 (in thousands):


	Foreign Currency		Cash Flow
	Translation		Hedges		Total
Balance, January 31, 2022	$	(3,178)	$	411	$	(2,767)
Other comprehensive income (loss) before reclassifications		(8,033)		(41)		(8,074)
Reclassifications		—		77		77
Balance, April 30, 2022	$	(11,211)	$	447	$	(10,764)

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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 six months ended April 30, 2022 and 2021 (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)
	Six Months Ended					Six Months Ended
	April 30,					April 30,
Derivatives	2022		2021			2022		2021
Designated as Hedging Instruments:
(Effective Portion)
Foreign exchange forward contracts – Intercompany sales/purchases	$	294	$	(629)	Cost of sales and service	$	(226)	$	719
Foreign exchange forward contract – Net investment	$	221	$	(80)

We did not recognize any gains or losses as a result of hedges deemed ineffective for either of the ~~three~~six months ended ~~January 31, 2018. We recognized a loss of $136,000 as a result of hedges deemed ineffective for the three months ended January 31, 2017.~~April 30, 2022 or 2021. We recognized the following ~~losses~~gains and ~~gains~~losses in our Condensed Consolidated Statements of ~~Income~~Operations during the ~~three~~six months ended ~~January 31, 2018~~April 30, 2022 and ~~2017~~2021 on derivative instruments not designated as hedging instruments (in thousands):


							Location of Gain
							(Loss) Recognized	Amount of Gain (Loss)
Derivatives	Location of Gain (Loss) Recognized in Operations	Amount of Gain (Loss) Recognized in Operations					in Operations	Recognized in Operations
		Three Months Ended January 31,
		2018			2017
								Six Months Ended
								April 30,
Derivatives								2022		2021
Not Designated as Hedging Instruments:
Foreign exchange forward contracts	Other income (expense), net	$	(1,256	)	$	790	Other income (expense), net	$	779	$	(1,403)

The following table presents the changes in the components of Accumulated other comprehensive ~~loss,~~income (loss), net of tax, for the ~~three~~six months ended ~~January 31, 2018~~April 30, 2022 (in thousands):

	Foreign Currency Translation			Cash Flow Hedges			Total
Balance, October 31, 2017	$	(7,409	)	$	(781	)	$	(8,190	)

										Foreign		Cash
										Currency		Flow
										Translation		Hedges		Total
Balance, October 31, 2021										$	(1,668)	$	(73)	$	(1,741)
Other comprehensive income (loss) before reclassifications		5,065			(1,142	)		3,923			(9,543)		294		(9,249)
Reclassifications		—			(222	)		(222	)		—		226		226
Balance, January 31, 2018	$	(2,344	)	$	(2,145	)	$	(4,489	)
Balance, April 30, 2022										$	(11,211)	$	447	$	(10,764)

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4. EQUITY INCENTIVE PLAN

In March 2016, we adopted the Hurco Companies, Inc. 2016 Equity Incentive Plan ~~(the~~(as amended as described below, 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 isinitially was 856,048, which ~~includes~~included 386,048 shares remaining 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 units under the 2016 Equity Plan that are currently outstanding, and we have granted stock options ~~restricted shares and performance shares~~ under the 2008 Equity Plan that are currently outstanding. No stock option may be exercised more than ten years after the date of grant or such shorter period as the Compensation Committee may determine at the date of grant. The 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.

A summary of stock option activity for the ~~three-month~~six-month period ended ~~January 31, 2018,~~April 30, 2022, is as follows:

	Stock Options			Weighted Average Exercise Price
Outstanding at October 31, 2017		78,725		$	20.97


								Weighted Average
						Stock Options		Exercise Price
Outstanding at October 31, 2021						$	16,996	$	22.71
Options granted		—			—		0		0
Options exercised		(26,218	)	$	18.76		(5,437)		21.45
Options cancelled		—			—		0		0

Outstanding at January 31, 2018		52,507		$	22.07
Outstanding at April 30, 2022						$	11,559	$	23.30

~~The total intrinsic value of stock options exercised during the three months ended January 31, 2018 was approximately $492,000.~~

Summarized information about outstanding stock options as of ~~January 31, 2018,~~April 30, 2022, that have already vested and are currently exercisable, are as follows:

	Options Already Vested and Currently Exercisable

			Options Already Vested and
			Currently Exercisable
Number of outstanding options		52,507		11,559
Weighted average remaining contractual life (years)		3.24		0.62
Weighted average exercise price per share	$	22.07	$	23.3
Intrinsic value of outstanding options	$	1,211,926	$	58,600

The intrinsic value of an outstanding stock option is calculated as the difference between the stock price as of ~~January 31, 2018~~April 30, 2022 and the exercise price of the option.

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On March ~~9, 2017,~~10, 2022, the Compensation Committee granted a total of ~~14,920~~13,914 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 ~~$26.80~~$34.49 per share.

On ~~November 15, 2017,~~January 4, 2022, the Compensation Committee granted a total of 2,364 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 $42.30 per share.

On January 3, 2018, the Compensation Committee determined the degree to which the long-term incentive compensation arrangement approved for the fiscal 2015-2017 performance period was attained, and the resulting payout level relative to the target amount for each of the metrics that were established by the Compensation Committee in 2015. As a result, the Compensation Committee determined that a total of 23,299 performance shares were earned by our executive officers, which performance shares vested on January 3, 2018. The vesting date fair value of the performance shares was based on the closing sales price of our common stock on the vesting date, which was $42.20 per share.

~~On January 3, 2018, the Compensation Committee also~~ 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 ~~2018~~2022 through fiscal ~~2020.~~

2024.

On that date, the Compensation Committee granted a total of ~~14,810~~23,442 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 ~~$42.20~~$30.39 per share.

On January ~~3, 2018,~~4, 2022, the Compensation Committee also granted a total target number of ~~20,734~~34,203 PSUs to our executive officers designated as “PSU – TSR”. These PSUs were weighted as approximately 40% of the overall ~~2018~~2022 executive long-term incentive compensation arrangement and will vest and be paid based upon the total shareholder return of our common stock over the three-year period of fiscal ~~2018-2020,~~2022-2024, relative to the total shareholder return of the companies in a specified peer group over that period. Participants will have the ability to earn between 50% of the target number of the PSUs – TSR for achieving threshold performance and 200% of the target number of the PSUs – TSR for achieving maximum performance. The grant date fair value of the PSUs – TSR was ~~$45.68~~$33.33 per PSU and was calculated using the Monte Carlo approach.

On January ~~3, 2018,~~4, 2022, the Compensation Committee also granted a total target number of ~~21,891~~32,821 PSUs to our executive officers designated as “PSU – ROIC”. These PSUs were weighted as approximately 35% of the overall ~~2018~~2022 executive long-term incentive compensation arrangement and will vest and be paid based upon the achievement of pre-established goals related to our average return on invested capital over the three-year period of fiscal ~~2018-2020.~~2022-2024. Participants will have the ability to earn between 50% of the target number of the PSUs -– ROIC for achieving threshold performance and 200% of the target number of the PSUs -– ROIC for achieving maximum performance. The grant date fair value of the PSUs – ROIC was based on the closing sales price of our common stock on the grant date, which was ~~$42.20~~$30.39 per share.

On November 10, 2021, the Compensation Committee granted a total of 8,234 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 $33.99 per share.

A reconciliation of ~~the Company’s~~our restricted stock ~~performance share~~ and PSU activity and related information for the ~~three-month~~six-month period ended ~~January 31, 2018~~April 30, 2022 is as follows:

Number of
Shares Weighted Average
Grant Date
Fair Value
Unvested at October 31, 2017 157,809 $ 32.05
Shares or units granted 59,799 43.41
Shares or units vested (25,363 ) 32.19
Shares or units cancelled (6,385 ) 33.67
Shares or units withheld (11,706 ) 32.19
Unvested at January 31, 2018 174,154 $ 35.86


			Weighted Average Grant
	Number of Shares		Date Fair Value
Unvested at October 31, 2021	$	262,556	$	34.84
Shares or units granted		112,614		32.05
Shares or units vested		(33,761)		34.90
Shares or units cancelled		(61,500)		38.41
Shares withheld		(6,806)		34.03
Unvested at April 30, 2022	$	273,103	$	32.90

During the first ~~three~~six months of fiscal ~~2018~~2022 and ~~2017,~~2021, we recorded ~~$549,000~~approximately $1.6 million and ~~$351,000,~~$1.4 million, respectively, asof stock-based compensation expense related to grants under ~~our equity plans.~~the 2016 Equity Plan. As of ~~January 31, 2018,~~April 30, 2022, there was an estimated ~~$4.2~~$5.4 million of total unrecognized stock-based compensation cost that we expect to recognize by the end of the first quarter of fiscal ~~2021.~~2025.

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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 per share is determined using net income applicable to common shareholders as the numerator and the number of shares outstanding as the denominator as follows (in thousands, except per share amounts):

Three Months Ended
January 31,
2018 2017
Basic Diluted Basic Diluted
Net income $ 2,937 $ 2,937 $ 879 $ 879
Undistributed earnings allocated to participating shares (21 ) (21 ) (5 ) (5 )
Net income applicable to common shareholders $ 2,916 $ 2,916 $ 874 $ 874

Weighted average shares outstanding 6,659 6,659 6,583 6,583
Stock options and contingently issuable securities — 86 — 85
6,659 6,745 6,583 6,668

Income per share $ 0.44 $ 0.43 $ 0.13 $ 0.13


	Three Months Ended								Six Months Ended
	April 30,								April 30,
	2022				2021				2022				2021
	Basic		Diluted		Basic		Diluted		Basic		Diluted		Basic		Diluted
Net income (loss)	$	2,029	$	2,029	$	2,437	$	2,437	$	5,564	$	5,564	$	3,100	$	3,100
Undistributed earnings (loss) allocated to participating shares		(24)		(24)		(27)		(27)		(65)		(65)		(34)		(34)
Net income (loss) applicable to common shareholders	$	2,005	$	2,005	$	2,410	$	2,410	$	5,499	$	5,499	$	3,066	$	3,066

Weighted average shares outstanding		6,571		6,571		6,596		6,596		6,594		6,594		6,585		6,585
Stock options and contingently issuable securities		—		69		—		16		—		47		—		13
		6,571		6,640		6,596		6,612		6,594		6,641		6,585		6,598
Income (loss) per share	$	0.30	$	0.30	$	0.37	$	0.36	$	0.83	$	0.83	$	0.47	$	0.46

6. ACCOUNTS RECEIVABLE

Accounts receivable are net of allowances for doubtful accounts of ~~$797,000~~$1.5 million as of ~~January 31, 2018~~April 30, 2022 and ~~$639,000~~$1.6 million as of October 31, ~~2017.~~2021.

6.7. INVENTORIES

In July 2015, the FASB issued guidance on simplifying the measurement of inventory. The guidance, which applies to inventory that is measured using any method other than the last-in, first-out (“LIFO”) or retail inventory method, requires that entities measure inventory at the lower of cost or net realizable value. The Company adopted the provisions of this guidance prospectively in the first quarter of fiscal 2018. The adoption of this guidance did not have a material impact on the Company’s consolidated results of operations, financial position, or cash flows.

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

January 31,
2018 October 31,
2017
Purchased parts and sub-assemblies $ 38,315 $ 33,045
Work-in-process 22,040 20,008
Finished goods 71,171 66,895
$ 131,526 $ 119,948


	April 30,		October 31,
	2022		2021
Purchased parts and sub–assemblies	$	45,233	$	37,527
Work–in–process		17,541		17,559
Finished goods		90,531		93,130
	$	153,305	$	148,216

8. LEASES

We adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASC 842”) on November 1, 2019. 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.

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In accordance with ASC 842, 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 expense of $2.6 million for each of the six months ended April 30, 2022 and 2021, which is 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 which are immaterial. There have been no lease costs capitalized on the Condensed Consolidated Balance Sheets as of April 30, 2022.

The following table summarizes supplemental cash flow information and non-cash activity related to operating leases for the six months ended April 30, 2022 (in thousands):


	Six Months Ended
	April 30, 2022
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	2,370
Non-cash information:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,515

The following table summarizes the maturities of undiscounted cash flows of lease commitments reconciled to the total lease liability as of April 30, 2022 (in thousands):


Remainder of 2022	$	2,206
2023		3,229
2024		1,724
2025		931
2026		581
2026 and thereafter		1,020
Total		9,691
Less: Imputed interest		(325)
Present value of operating lease liabilities	$	9,366

As of April 30, 2022, the weighted-average remaining term of our lease portfolio was approximately 3.6 years and the weighted-average discount rate was approximately 1.8%.

9. SEGMENT INFORMATION

We operate in a single ~~segment:~~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 the majority 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 ~~training~~applications support.

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). As of ~~January 31, 2018,~~April 30, 2022, we had 278 outstanding third party payment guarantees totaling approximately ~~$1.0~~$0.8 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~~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.

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


	Six Months Ended
	April 30,
	2022		2021
Balance, beginning of period	$	1,516	$	1,200
Provision for warranties during the period		1,263		1,204
Charges to the reserve		(1,330)		(1,049)
Impact of foreign currency translation		(62)		62
Balance, end of period	$	1,387	$	1,417

Three Months Ended
January 31,

2018 2017
Balance, beginning of period $ 1,772 $ 1,523
Provision for warranties during the period 980 806
Charges to the reserve (771 ) (790 )
Impact of foreign currency translation 62 (6 )
Balance, end of period $ 2,043 $ 1,533

The year-over-year increase in our warranty reserve was primarily due to an increase in ~~unit sales volume, as well as an increase in average warranty cost per machine as our product mix~~the number of machines under warranty ~~shifted to more complex, higher-performance machines.~~from increased sales volume.

~~DEBT AGREEMENTS~~

11. DEBT AGREEMENTS

On December ~~7, 2012,~~31, 2018, we and our subsidiary Hurco B.V. entered into ana credit agreement with Bank of America, N.A., as the lender, which was subsequently amended on ~~May 9, 2014, June 5, 2014,~~each of March 13, 2020, December ~~5, 2014~~23, 2020 and December ~~6, 2016~~17, 2021 (as amended, the ~~“U.S. credit agreement”~~“2018 Credit Agreement”) ~~with a financial institution that provided us with~~. The 2018 Credit Agreement provides for an unsecured revolving credit and letter of credit ~~facility.~~facility in a maximum aggregate amount of $40.0 million. The ~~U.S.~~2018 Credit Agreement provides that the maximum amount of outstanding letters of credit ~~agreement~~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, 2023.

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 ~~financial~~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 ~~$5.0~~$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 $10.0 million; (3) requiring that we maintain a minimum working capital of $125.0 million; and ~~(3)~~(4) requiring that we maintain a minimum tangible net ~~worth. The U.S. credit agreement permits us to pay certain cash dividends, so long as we are not in default~~worth of $176.5 million. We may use the proceeds from advances under the ~~U.S. credit agreement before~~2018 Credit Agreement for general corporate purposes.

In March 2019, our wholly-owned subsidiaries in Taiwan (Hurco Manufacturing Limited (“HML”)), and ~~after giving effect to such dividends.~~

Borrowings under our U.S. credit agreement bear interest either at a LIBOR-based rate or a floating rate, in each case with an interest rate floor of 0.00%. The floating rate equals the greatest of (a) a one month LIBOR-based rate plus 1.00% per annum, (b) the federal funds effective rate plus 0.50% per annum, (c) the prevailing prime rate and (d) 0.00%. The rate we must pay for that portion of the U.S. credit agreement which is not utilized is 0.05% per annum.

~~On December 6, 2016, we entered into a fourth amendment to our U.S. credit agreement to, among other things, increase the unsecured~~China, (Ningbo Hurco Machine Tool, Ltd. (“NHML”)), closed on uncommitted revolving credit ~~facility from $12.5~~facilities with maximum aggregate amounts of 150 million ~~to $15.0 million, to increase the cash dividend allowance from $4.0 million per calendar year to $5.0 million per calendar year,~~New Taiwan Dollars and to extend the scheduled maturity date to December 31, 2018. The U.S. credit agreement, as amended, provides for the issuance of up to $5.0 million in letters of credit. We also amended the U.S. credit agreement to increase the minimum working capital and minimum tangible net worth requirements from $90.0 million to $105.0 million and $120.0 million to $125.0 million, respectively.

~~On February 16, 2017, we amended our credit facility in China to decrease the credit facility from 40.0~~32.5 million Chinese Yuan, ~~to 20.0 million Chinese Yuan (approximately $3.2 million). On February 14, 2018, we renewed this facility with an expiration date of February 13, 2019. We had $1.6 million~~respectively. As uncommitted facilities, both the Taiwan and ~~$1.5 million of borrowings under our~~ China credit ~~facility at January 31, 2018~~facilities are subject to review and ~~October 31, 2017, respectively, which bears interest at variable rates~~termination by the respective underlying lending institution from time to time.

As a result, as of ~~4.4% and 4.4% annually, respectively. We also have a £1.0 million revolving~~April 30, 2022, our existing credit ~~facility in~~facilities consisted of the ~~United Kingdom and a~~ €1.5 million revolving credit facility in ~~Germany. We had no other debt or~~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.

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As of April 30, 2022, there were 0 borrowings under any of our ~~other~~ credit facilities ~~at either~~and there was approximately $51.6 million of ~~those dates.~~available borrowing capacity thereunder.

~~All of our credit facilities are unsecured. At January 31, 2018, we had unutilized credit facilities of $19.9 million.~~12. INCOME TAXES

~~10.~~

~~INCOME TAXES~~

~~In December 2017, the Tax Cuts~~Our provision for income taxes and ~~Jobs Act (the “Tax Reform Act”) was enacted. The Tax Reform Act among other things, lowered the U.S. corporate~~effective tax rate are affected by the geographical composition of pre-tax income which includes jurisdictions with differing tax rates, conditional reduced tax rates, and other events that are not consistent from ~~35%~~period to 21%, implemented a territorial tax system from a worldwide system and imposed a tax on deemed repatriation of earnings of foreign subsidiaries, all of which were effective for our first quarter of fiscal 2018. Other provisions to the Tax Reform Act,period, such as ~~elimination of domestic production deductions and limitation on other business deductions, will be effective for us beginning~~changes in ~~fiscal 2019. We recognized the~~ income tax ~~effects of the Tax Reform Act in our 2018 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740,~~~~Income Taxes~~, in the reporting period in which the 2017 Tax Act was signed into law. As such, our financial results reflect the income tax effects of the Tax Reform Act for which the accounting under ASC Topic 740 is complete and provisional amounts for those specific income tax effects of the Tax Reform Act for which the accounting under ASC Topic 740 is incomplete but a reasonable estimate could be determined.laws.

We recorded an income tax expense ~~during~~for the first ~~three~~six months of fiscal ~~2018~~2022 of ~~$4.5~~$2.5 million compared to ~~$0.5~~$1.5 million for the same period in ~~fiscal 2017.~~2021. Our effective tax rate for the first ~~three~~six months of fiscal ~~2018~~2022 was ~~61%~~31%, compared to 33% in ~~comparison to 38% for~~ the ~~same period~~corresponding prior year period. The year-over-year decrease in ~~fiscal 2017. The~~the effective tax rate ~~for the three months ended January 31, 2018 is a blended rate reflecting the estimated benefit~~was primarily due to changes in geographic mix of approximately one month of the federal tax rate reductions for fiscal 2018, a one-time provisional adjustment of $2.5 million related to the transition tax on deemed repatriation of accumulated foreign income and ~~a one-time non-cash tax charge of $0.4 million related to the revaluation of net deferred tax assets.~~

The $2.5 million transition tax on deemed repatriation of accumulated foreign income is subject to adjustment during the measurement period of up to one year following the December 2017 enactment date, as provided by recent SEC guidance. We measure deferred tax assets and liabilities using enactedloss that includes jurisdictions with differing tax rates, ~~that will apply in the years in which the temporary differences are expected to be recovered or paid. Accordingly, our deferred~~various discrete tax ~~assets~~items, and ~~liabilities were re-measured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in an increase of $0.4 million~~changes in income tax ~~expense for~~laws to address the ~~first quarter ended January 31, 2018 and a corresponding decrease of $0.4 million in net deferred tax assets as of January 31, 2018.~~

~~Both of these tax adjustments represent provisional amounts based upon our current interpretation~~unfavorable impact of the Tax Reform Act and may change as we receive additional clarification and implementation guidance. We will continue to analyze the effects of the Tax Reform Act on our financial statements and operations. Any additional impacts from the enactment of the Tax Reform Act will be recorded as they are identified during the measurement period as provided for in accordance with Staff Accounting Bulletin No. 118.COVID-19 pandemic.

Our unrecognized tax benefits were ~~$1.2 million~~$205,000 as of ~~January 31, 2018~~April 30, 2022, and $198,000 as of October 31, ~~2017,~~2021, and in each case included accrued interest.

We recognize accrued interest and penalties related to unrecognized tax benefits as components of income tax expense. As of ~~January 31, 2018,~~April 30, 2022, the gross amount of interest accrued, reported in Accrued expenses, ~~and other,~~ was approximately ~~$58,000,~~$34,000, which did not include the federal tax benefit of interest deductions.

We file U.S. federal and state income tax returns, as well as tax returns in several foreign jurisdictions. The statutes of limitations with respect to unrecognized tax benefits will expire between ~~July 2018~~August 2022 and ~~July 2020.~~August 2025.

~~11.~~

Currently, our subsidiary in Taiwan is under tax audit for fiscal year 2019.

13. FINANCIAL INSTRUMENTS

FASB fair value guidance ~~established~~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.

In accordance with this guidance, the following table represents the fair value hierarchy for our financial assets and liabilities measured at fair value as of ~~January 31, 2018~~April 30, 2022 and October 31, ~~2017~~2021 (in thousands):



	Assets				Liabilities
	April 30, 2022		October 31, 2021		April 30, 2022		October 31, 2021
Level 1
Deferred compensation	$	2,111	$	2,481	$	0	$	0

Level 2
Derivatives	$	3,279	$	905	$	2,195	$	467

Assets Liabilities
January 31,
2018 October 31,
2017 January 31,
2018 October 31,
2017

Level 1
Deferred Compensation $ 1,739 $ 1,638 $ - $ -

Level 2
Derivatives $ 1,364 $ 596 $ 4,156 $ 1,732

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.

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Included in Level 2 fair value measurements are derivative assets and liabilities related to gains and losses on foreign currency forward exchange contracts entered into with a third party. We estimate the fair value of these derivatives on a recurring basis using foreign currency exchange rates obtained from active markets. Derivative instruments are reported in the accompanying ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements at fair value. We have derivative financial instruments in the form of foreign currency forward exchange contracts as described in Note 23 of Notes to the Condensed Consolidated Financial Statements. The U.S. Dollar equivalent notional amounts of these contracts was ~~$149.1~~$108.5 million and ~~$134.3~~$94.6 million at ~~January 31, 2018~~April 30, 2022 and October 31, ~~2017,~~2021, 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 ~~counterparty~~counterparties to the forward exchange contracts ~~is a~~are substantial and creditworthy financial ~~institution.~~institutions. We do not consider either the risk of ~~counterparty~~counterparties’ non-performance or the economic consequences of ~~counterparty~~counterparties’ non-performance to be material risks.

~~12.~~

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.

~~13.~~

~~NEW ACCOUNTING PRONOUNCEMENTS~~

15. NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements:

In ~~August 2014, the~~December 2019, FASB issued ASU No. ~~2014-15,~~2019-12, ~~Disclosure of Uncertainties about an Entity’s Ability~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which allows for companies to ~~Continue as a Going Concern, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern~~remove certain exceptions and ~~provide related footnote disclosures. ASU No. 2014-15~~clarifies certain requirements regarding franchise taxes, goodwill, consolidated tax expenses, and annual effective tax rate calculations. This standard is effective for our fiscal year ~~2018, including interim periods within the fiscal year. As such, we~~2022. We adopted this standard ~~in the first quarter of fiscal 2018.~~on November 1, 2021. This standard did not have a significant effect on our accounting policies or on our ~~condensed~~ consolidated financial statements and related disclosures.

In ~~July 2015, the~~March 2020, FASB issued ASU No. ~~2015-11, Inventory~~2020-04, Reference Rate Reform (Topic ~~330):~~~~Simplifying~~848) - Facilitation of the ~~Measurement~~Effects of ~~Inventory~~Reference Rate Reform on Financial Reporting.~~, which requires companies~~ This standard provides temporary optional expedients and exceptions to ~~measure inventory at lower~~the U.S. Generally Accepted Accounting Principles guidance on contract modifications and hedge accounting to ease the financial reporting burdens of ~~cost~~the expected market transition from LIBOR and net realizable value, versus lower of cost or market. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11other interbank offered rates to alternative reference rates, such as SOFR. This standard is effective for ~~our fiscal year 2018, with early adoption permitted and should be applied prospectively. As such, we~~all entities beginning March 12, 2020 through December 31, 2022. We adopted this standard ~~in the first quarter of fiscal 2018~~ on ~~a prospective basis.~~November 1, 2021. This standard did not have a significant effect on our accounting policies or on our ~~condensed consolidated financial statements and related disclosures. For additional information, see Note 6: Inventories.~~

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~. This standard is intended to address eight classification issues related to the statement of cash flows to reduce diversity in practice in how certain transactions are classified. ASU 2016-15 is effective for our fiscal year 2019, with early adoption permitted. This standard requires adoption based upon a retrospective transition method. We elected to early adopt this standard in the first quarter of fiscal 2018. This standard did not have a significant effect on our accounting policies or on our condensed consolidated financial statements and related disclosures.

~~New Accounting Pronouncements:~~

~~In May 2014, the FASB issued ASU No. 2014-09,~~~~Revenue from Contracts with Customers (Topic 606)~~, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. WeThere have the option of applying this new standard retrospectively to each prior period presented (“full retrospective approach”) or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption (“modified retrospective approach”). Between August 2015 and December 2016, the FASB issued five additional updates to Topic 606: 1) ASU No. 2015-14,~~Deferral of the Effective Date~~~~, 2) ASU No. 2016-08,~~~~Principal versus Agent Considerations (Reporting Revenue Gross versus Net),~~~~3) ASU No. 2016-10,~~~~Identifying Performance Obligations and Licensing,~~~~4) ASU No. 2016-12,~~~~Narrow-Scope Improvements and Practical Expedients~~ ~~and 5) ASU No. 2016-20,~~~~Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers~~ to provide further guidance and clarification in accounting for revenue arising from contracts with customers. All these updates will be effective for our fiscal year 2019, including interim periods within the fiscal year. At this time, we expect to use the modified retrospective approach upon adoption and expect this standard will have an overall immaterial impact on our consolidated financial statements. In fiscal 2018, we expect to implement and test anybeen no other significant changes in ~~policy, processes, systems~~the Company’s critical accounting policies and ~~internal controls and to compute required transition adjustments and disclosures related to our implementation~~estimates during the six months ended April 30, 2022.

Table of ~~this new accounting standard.~~Contents

~~In February 2016, the FASB issued ASU No. 2016-02,~~~~Leases (Topic 842)~~, which establishes a comprehensive new lease accounting model. ASU 2016-02 clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and requires lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. ASU 2016-02 is effective for our fiscal year 2020, including interim periods within the fiscal year, and requires modified retrospective application. Early adoption is permitted. We are assessing the impact this new accounting guidance will have on our consolidated financial statements.

~~In August 2017, the FASB issued ASU 2017-12,~~~~Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities~~~~, which simplifies the application of hedge accounting and enables companies to better portray the economics of their risk management activities in their financial statements~~.ASU 2017-12 is effective for our fiscal year 2020, including interim periods within the fiscal year, and requires modified retrospective application. Early adoption is permitted. We do not anticipate that the adoption of this ASU will have a material impact on our consolidated financial statements and disclosures.

~~In February 2018, FASB issued ASU No. 2018-02,~~~~Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~, which will allow a reclassification from accumulated other comprehensive income to retained earnings for the tax effects resulting from the Tax Reform Act that are stranded in accumulated other comprehensive income. This standard also requires certain disclosures about stranded tax effects. This ASU, however, does not change the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations. ASU 2018-02 will be effective for our fiscal year 2020, with the option to early adopt at any time prior to the effective date. It must be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Reform Act is recognized. We are assessing the impact this new accounting guidance will have on our consolidated financial statements.

~~Item 2~~. ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~
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, ~~2017.~~2021.
EXECUTIVE OVERVIEW
Hurco Companies, Inc. is an international, industrial technology company operating in a single segment. We design, manufacture and sell computerized (i.e., ~~Computer Numeric Control, or~~ 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 the majority 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 ~~training~~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 first ~~three~~six months of fiscal ~~2018,~~2022, approximately ~~56%~~50% 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 ~~13%~~14% of our revenues were attributable to customers in the Asia Pacific region, where we ~~sell more of our entry-level, lower-priced machines, but where we also~~ encounter greater ~~price~~pricing pressures.

We have three brands of CNC machine tools in our product portfolio: Hurco is the ~~premium~~technology innovation brand ~~focused on sophisticated technology;~~for customers who want to increase productivity and profitability by selecting a brand with the latest software and motion technology. Milltronics is the ~~entry-level~~value-based brand ~~with a simplified control~~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 ~~straightforward feature sets;~~mold, aerospace, and medical industries. Takumi ~~is an industry-standard brand with~~ machines ~~that~~ are equipped with ~~industry-standard~~industry standard controls instead of the proprietary controls found on Hurco and Milltronics machines. ~~Typically, manufacturing facilities that use industry standard controls focus on medium~~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 high production, wherein they run large batches of a few types of parts instead of small batches of many different types of parts. The Hurco, Milltronics and Takumi product lines represent a comprehensiveour 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 ~~more than 150 different models.~~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 (“ProCobots”) is our wholly-owned subsidiary that provides automation solutions that can be integrated with any machine tool. In addition, through our ~~wholly–owned~~wholly-owned subsidiary in Italy, LCM Precision Technology S.r.l. (“LCM”), we produce high value machine tool components and accessories.

We principally sell our products through more than ~~190~~180 independent agents and distributors throughout ~~North and South America (the “Americas”),~~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, France, Germany, India, Italy, the Netherlands, Poland, Singapore, ~~South Africa,~~ 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 to our specifications primarily by our wholly-owned subsidiary in Taiwan, ~~Hurco Manufacturing Ltd. (“HML”).~~HML. Machine castings ~~and components~~ to support HML’s production are manufactured at our wholly-owned subsidiary in Ningbo, China, ~~Ningbo Machine Tool Co., Ltd.~~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.

20
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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~~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 ~~various~~ derivative instruments – principally foreign currency forward exchange contracts. ~~See Note 2~~

We operate in the industrial equipment industry and have a global footprint that subjects us to various business risks in many different countries. Our operating results during fiscal years 2020, 2021 and the first six months of ~~Notes~~fiscal 2022 were affected by the international business disruption due to the ~~Condensed Consolidated Financial Statements~~outbreak of COVID-19 and continued lockdowns in certain markets, vendor delays, transportation issues, unusually high inflation, volatility of foreign currencies, competitive labor markets, uncertainty surrounding the U.K. Brexit activities, and political friction in the U.S and many regions of the world. We cannot predict the duration or scope of impact of the COVID-19 pandemic, as well as other aforementioned factors, and the potential impact to our operations and financial results cannot be reasonably estimated. To date, we have experienced some delays in our supply chain and have not completely ceased operations at any of our global facilities, but have implemented remote working capabilities, as appropriate or otherwise required under local law. We have also implemented adjustments in discretionary spending, delayed capital expenditures, and monitored production activities closely in an effort to weather the adverse business climate. We have also received stimulus in various countries to support operations and implemented tax deferrals and provisions that were available to us. More recently, we have begun to see inflationary pressures and input cost increases imposed in our supply chains on components for ~~additional information.~~our products. We have also seen capacity for transportation and freight services limited significantly by container or vessel availability and delays at departing and receiving ports, all of which have contributed to significantly increased costs and prices associated with the global shipment of our products.

RESULTS OF OPERATIONS

Three Months Ended ~~January 31, 2018~~April 30, 2022 Compared to Three Months Ended ~~January 31, 2017~~April 30, 2021

Sales and Service Fees.Sales and service fees for the ~~first~~second quarter of fiscal ~~2018~~2022 were ~~$68.4~~$62.8 million, an increase of ~~$19.7~~$4.9 million, or ~~40%~~8%, compared to the corresponding prior year period, and included ~~a favorable~~an unfavorable currency impact of ~~$4.4~~$2.5 million, or 9%4%, when translating foreign sales to U.S. ~~dollars~~Dollars for financial reporting purposes.

Sales and Service Fees by Geographic Region

The following table sets forth net sales and service fees by geographic region for the ~~first~~second quarter ended ~~January 31, 2018~~April 30, 2022 and ~~2017~~2021 (dollars in thousands):

	Three Months Ended
	January 31,
	2018				2017				$ Change		% Change

														Three Months Ended
														April 30,
														2022				2021				$ Change		% Change
Americas	$	21,030	31	%	$	16,709	34	%	$	4,321		26	%	$	22,409	36	%	$	19,723	34	%	$	2,686	14	%
Europe		38,318	56	%		25,572	53	%		12,746		50	%		30,882	49	%		28,949	50	%		1,933	7	%
Asia Pacific		9,096	13	%		6,463	13	%		2,633		41	%		9,534	15	%		9,248	16	%		286	3	%
Total	$	68,444	100	%	$	48,744	100	%	$	19,700		40	%	$	62,825	100	%	$	57,920	100	%	$	4,905	8	%

Sales in the Americas for the ~~first~~second quarter of fiscal ~~2018~~2022 increased by ~~26% compared to the corresponding period in fiscal 2017, and reflected improved U.S. market conditions and demand from U.S. customers for all product lines (Hurco, Takumi and Milltronics).~~

~~European sales for the first quarter of fiscal 2018 increased by 50%~~14%, compared to the corresponding period in fiscal ~~2017,~~2021, primarily due to inflationary price increases, increased volume of shipments of higher-performance Hurco machines and increased sales of ProCobots automation solutions.

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European sales for the second quarter of fiscal 2022 increased by 7%, compared to the corresponding period in fiscal 2021, and included ~~a favorable~~an unfavorable currency impact of ~~15%~~8%, when translating foreign sales to U.S. dollars for financial reporting purposes. ~~The~~This increase ~~in European sales for the first quarter of fiscal 2018~~ was primarily attributable to inflationary price increases, an increased ~~customer demand for~~volume of shipments of Hurco ~~and Takumi vertical milling~~ machines in Germany, Italy, and the United Kingdom, ~~France~~as well as increased sales of electro-mechanical components and ~~Italy.~~accessories manufactured by our wholly-owned subsidiary, LCM.

Asian Pacific sales for the ~~first~~second quarter of fiscal ~~2018~~2022 increased by ~~41%~~3%, compared to the corresponding period in fiscal ~~2017,~~2021, and included ~~a favorable~~an unfavorable currency impact of 8%1%, when translating foreign sales to U.S. dollars for financial reporting purposes. The increase in Asian Pacific sales ~~for the first quarter~~primarily resulted from inflationary price increases and an increased volume of ~~2018 was primarily attributable to increased customer demand~~shipments of Hurco and Takumi ~~vertical milling~~ machines in ~~China,~~Southeast Asia and ~~included~~India, partially offset by a ~~notable increase in sales~~reduced volume of shipments of Hurco machines in ~~Southeast Asia.~~China due to recent COVID-19 lockdowns.

Sales and Service Fees by Product Category

The following table sets forth net sales and service fees by product category for the second quarter ended ~~January 31, 2018~~April 30, 2022 and ~~2017 (in~~2021 (dollars in thousands):

	Three Months Ended
	January 31,
	2018				2017				$ Change		% Change

														Three Months Ended
														April 30,
														2022				2021				$ Change		% Change
Computerized Machine Tools	$	59,803	87	%	$	40,700	83	%	$	19,103		47	%	$	53,153	85	%	$	48,435	84	%	$	4,718	10	%
Computer Control Systems and Software †		603	1	%		568	1	%		35		6	%		624	1	%		725	1	%		(101)	(14)	%
Service Parts		6,043	9	%		5,769	12	%		274		5	%		6,941	11	%		6,873	12	%		68	1	%
Service Fees		1,995	3	%		1,707	4	%		288		17	%		2,107	3	%		1,887	3	%		220	12	%
Total	$	68,444	100	%	$	48,744	100	%	$	19,700		40	%	$	62,825	100	%	$	57,920	100	%	$	4,905	8	%

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

~~The increase in sales~~Sales of ~~Computerized Machine Tools during~~computerized machine tools for the ~~first~~second quarter of fiscal ~~2018~~2022 increased by 10%, compared to the corresponding prior year period, ~~was~~ primarily due to inflationary price increases and increased ~~customer demand from customers across all three regions~~shipments of higher-performance Hurco machines in Italy, Germany, Southeast Asia and North America. Sales of computer control systems and software for ~~all~~the second quarter of fiscal 2022 decreased by 14%, compared to the corresponding prior year period, primarily due to a decrease in sales of Hurco software in France. Sales of service parts and service fees for the second quarter of fiscal 2022 increased by 1% and 12%, respectively, compared to the corresponding prior year period, due mainly to increased aftermarket sales and service of Hurco and Milltronics products in North America and Germany. All product ~~lines (Hurco, Takumi and Milltronics).~~

categories included an unfavorable currency impact of 4%, when translating foreign sales to U.S. Dollars for financial reporting purposes.

Orders.Orders for the ~~first~~second quarter of fiscal ~~2018~~2022 were $58.9 million, a ~~record $76.9 million, an increase~~decrease of ~~$15.9~~$6.9 million, or ~~26%~~10%, compared to the corresponding period in fiscal ~~2017,~~2021, and included ~~a favorable~~an unfavorable currency impact of ~~$5.0~~$1.4 million, or 8%2%, when translating foreign orders to U.S. ~~dollars.~~

Dollars.

The following table sets forth new orders booked by geographic region for the ~~first~~second quarter ended ~~January 31, 2018~~April 30, 2022 and ~~2017~~2021 (dollars in thousands):

Three Months Ended

April 30,


2022

2021

$ Change

% Change

Americas

$
24,421

42
%
$
19,306

30
%
$
5,115

26
%

Europe

27,870

47
%

34,401

52
%

(6,531)

(19)
%

Asia Pacific

6,567

11
%

12,008

18
%

(5,441)

(45)
%

Total

$
58,858

100
%
$
65,715

100
%
$
(6,857)

(10)
%

Three Months Ended
January 31,
2018 2017 $ Change % Change
Americas $ 20,514 27 % $ 20,342 33 % $ 172 1 %
Europe 44,226 57 % 32,349 53 % 11,877 37 %
Asia Pacific 12,167 16 % 8,329 14 % 3,838 46 %
Total $ 76,907 100 % $ 61,020 100 % $ 15,887 26 %

Orders in the Americas for the ~~first~~second quarter of fiscal ~~2018~~2022 increased by 1%26%, compared to the corresponding period in fiscal ~~2017. This increase was~~2021, primarily ~~attributable~~due to ~~slight~~inflationary price increases, increased customer demand for higher-performance Hurco ~~machines.~~and Milltronics machines, and increased demand for ProCobots automation solutions.

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European orders for the ~~first~~second quarter ~~increased~~of fiscal 2022 decreased by ~~37%~~19%, compared to the corresponding prior year period, and included ~~a favorable~~an unfavorable currency impact of ~~13%~~3%, when translating foreign orders to U.S. dollars. ~~The year-over-year increase in orders~~This decrease was driven primarily by ~~increased~~decreased customer demand for Hurco machines in the United Kingdom, Italy and ~~Takumi vertical milling~~France, as well as decreased customer demand for electro-mechanical components and accessories manufactured by LCM, partially offset by an increase in customer demand for Hurco machines in Germany ~~Italy~~ and ~~France.~~Milltronics machines in Italy.

Asian Pacific orders for the ~~first~~second quarter ~~increased~~of fiscal 2022 decreased by ~~46%~~45%, compared to the corresponding prior year period, and included ~~a favorable~~an unfavorable currency impact of ~~11%~~2%, when translating foreign orders to U.S. dollars. The ~~year-over-year increase~~decrease in Asian Pacific orders was driven primarily by ~~increased~~decreased customer demand for Hurco ~~vertical milling~~and Takumi machines in ~~China.~~China and Southeast Asia due to recent COVID-19 lockdowns, partially offset by increased demand for Hurco machines in India.

Gross Profit. Gross profit for the ~~first~~second quarter of fiscal ~~2018~~2022 was ~~$20.1~~$15.6 million, or ~~29%~~25% of sales, compared to ~~$12.6~~$14.8 million, or 26% of sales, for the corresponding prior year period. ~~The year-over-year increase~~During the second quarter of fiscal 2021, we recorded approximately $0.8 million, or 1% of sales, for the employee retention credit extended to companies under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act and the American Rescue Plan Act of 2021 (the “employee retention credit”). While the employee retention credit did not recur in the second quarter of fiscal 2022, gross profit as a percentage of sales ~~reflected~~for the second quarter of fiscal 2022 benefitted from increased ~~volume~~higher-performance machine sales, improved leverage of fixed overhead costs across higher production levels, and improved pricing due to changes in demand and normalized inventory levels.

Operating Expenses. Selling, general, and administrative expenses for the second quarter of fiscal 2022 were $12.5 million, or 20% of sales, compared to $11.3 million, or 19% of sales, in the corresponding fiscal 2021 period, and included a favorable currency impact of $0.4 million, when translating foreign expenses to U.S. dollars for financial reporting purposes. We also recorded approximately $1.1 million, or 2% of sales, for the employee retention credit in selling, general and administrative expenses during the second quarter of fiscal 2021. The year-over-year increase in selling, general, and administrative expenses was driven primarily by increased agent commissions, marketing and tradeshow expenses, and employee support costs for the global sales operations, partially offset by not recording the employee retention credit in selling, general and administrative expenses in the second quarter of 2022.

Operating Income. Operating income for the second quarter of fiscal 2022 was $3.1 million compared to $3.5 million for the corresponding period in fiscal 2021. The decrease in operating income was primarily due to the $1.9 million, or 3% of sales, of ~~Hurco machines, particularly~~employee retention credit recorded during the second quarter of fiscal 2021.

Other Income (Expense),Net. Other income (expense), net for the second quarter of fiscal 2022 of $0.2 million was consistent with the corresponding prior year period.

Income Taxes. The effective tax rate for the second quarter of fiscal 2022 was 31%, compared to 28%, for the corresponding prior year period. The year-over-year increase in ~~Europe,~~the effective tax rate was primarily due to changes in geographic mix of income and loss that includes jurisdictions with differing tax rates, various discrete tax items, and changes in income tax laws to address the ~~favorable~~unfavorable impact of ~~foreign currency translation~~the COVID-19 pandemic.

Six Months Ended April 30, 2022 Compared to Six Months Ended April 30, 2021

Sales and Service Fees. Sales and service fees for the first six months of fiscal 2022 were $129.7 million, an increase of $17.7 million, or 16%, compared to the corresponding prior year ~~period.~~period, and included an unfavorable currency impact of $3.7 million, or 3%, when translating foreign sales to U.S. Dollars for financial reporting purposes.

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Sales and Service Fees by Geographic Region

The following table sets forth net sales and service fees by geographic region for the six months ended April 30, 2022 and 2021 (dollars in thousands):

Six Months Ended



April 30,


2022

2021

$ Change

% Change


Americas

$
46,418

36
%
$
42,971

38
%
$
3,447

8
%

Europe

65,000

50
%

53,195

48
%

11,805

22
%

Asia Pacific

18,294

14
%

15,869

14
%

2,425

15
%

Total

$
129,712

100
%
$
112,035

100
%
$
17,677

16
%

Sales in the Americas for the first six months of fiscal 2022 increased by 8%, compared to the corresponding period in fiscal 2021, primarily due to inflationary price increases, increased volume of shipments of higher-performance Hurco machines and increased sales of ProCobots automation solutions.

European sales for the first six months of fiscal 2022 increased by 22%, compared to the corresponding period in fiscal 2021, and included an unfavorable currency impact of 7%, when translating foreign sales to U.S. dollars for financial reporting purposes. This increase was primarily attributable to inflationary price increases, an increased volume of shipments of Hurco, Takumi, and Milltronics machines across the European region, as well as increased sales of electro-mechanical components and accessories manufactured by LCM.

Asian Pacific sales for the first six months of fiscal 2022 increased by 15%, compared to the corresponding period in fiscal 2021, and included an unfavorable currency impact of 1%, when translating foreign sales to U.S. dollars for financial reporting purposes. The increase in Asian Pacific sales primarily resulted from inflationary price increases and an increased volume of shipments of Hurco and Takumi machines in Southeast Asia and India, partially offset by a reduced volume of shipments of Hurco machines in China due to recent COVID-19 lockdowns.

Sales and Service Fees by Product Category

The following table sets forth net sales and service fees by product category for the first six months ended April 30, 2022 and 2021 (dollars in thousands):


Six Months Ended

April 30,


2022

2021

$ Change

% Change

Computerized Machine Tools

$
110,360

85
%
$
93,885

84
%
$
16,475

18
%

Computer Control Systems and Software †

1,365

1
%

1,247

1
%

118

9
%

Service Parts

13,908

11
%

13,143

12
%

765

6
%

Service Fees

4,079

3
%

3,760

3
%

319

8
%

Total

$
129,712

100
%
$
112,035

100
%
$
17,677

16
%

^†Amounts shown do not include computer control systems and software sold as an integrated component of computerized machine tools.
Sales of computerized machine tools and computer control systems and software for the first six months of fiscal 2022 increased by 18% and 9%, respectively, compared to the corresponding prior year period, primarily due to inflationary price increases and increased shipments of Hurco and Takumi machines across most regions and countries where our customers are located, other than China. Sales of service parts for the first six months of fiscal 2022 increased by 6%, compared to the corresponding prior year period, due mainly to aftermarket sales of Hurco products in North America and the United Kingdom. Service fees for the first six months of fiscal 2022 increased by 8%, compared to the corresponding prior year period, due mainly to aftermarket service of Hurco and Takumi products in Germany, the United Kingdom and France. All product categories included an unfavorable currency impact of 3%, when translating foreign sales to U.S. Dollars for financial reporting purposes.

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Orders. Orders for the first six months of fiscal 2022 were $129.7 million, an increase of $6.7 million, or 5%, compared to the corresponding period in fiscal 2021, and included an unfavorable currency impact of $3.1 million, or 3%, when translating foreign orders to U.S. Dollars.

The following table sets forth new orders booked by geographic region for the six months ended April 30, 2022 and 2021 (dollars in thousands):

Six Months Ended

April 30,


2022

2021

$ Change

% Change

Americas

$
46,537

36
%
$
43,151

35
%
$
3,386

8
%

Europe

68,535

53
%

60,196

49
%

8,339

14
%

Asia Pacific

14,641

11
%

19,691

16
%

(5,050)

(26)
%

Total

$
129,713

100
%
$
123,038

100
%
$
6,675

5
%

Orders in the Americas for the first six months of fiscal 2022 increased by 8%, compared to the corresponding period in fiscal 2021, primarily due to inflationary price increases and increased customer demand for higher-performance Hurco machines and ProCobots automation solutions.

European orders for the first six months of fiscal 2022 increased by 14%, 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 orders was driven primarily by inflationary price increases and increased customer demand for Hurco and Takumi machines in Germany, France, and Italy, partially offset by decreased customer demand for Hurco machines in the United Kingdom and electro-mechanical components and accessories manufactured by LCM.

Asian Pacific orders for the first six months of fiscal 2022 decreased by 26%, compared to the corresponding prior year period, and included an unfavorable currency impact of 1%, when translating foreign orders to U.S. dollars. The decrease in Asian Pacific orders year-over-year was driven primarily by decreased customer demand for Hurco and Takumi machines in China and Southeast Asia due to recent COVID-19 lockdowns, partially offset by increased demand for Hurco machines in India.

Gross Profit
22
. Gross profit for the first six months of fiscal 2022 was $32.5 million, or 25% of sales, compared to $26.3 million, or 24% of sales, for the corresponding prior year period. While the $0.8 million recorded in the prior year period for the employee retention credit did not recur in the current year period, gross profit as a percentage of sales for the first six months of fiscal 2022 benefitted from increased higher-performance machine sales, improved leverage of fixed overhead costs across higher production levels, and improved pricing due to changes in demand and normalized inventory levels.
Operating Expenses. Selling, general, and administrative expenses for the first ~~quarter~~six months of fiscal ~~2018~~2022 were ~~$13.0~~$24.2 million, or 19% of sales, compared to ~~$11.2~~$21.8 million, or ~~23%~~19% of sales, in the corresponding ~~period in~~ fiscal ~~2017,~~2021 period, and included ~~an unfavorable~~a favorable currency impact of ~~$0.7~~$0.6 million, when translating foreign expenses to U.S. dollars for financial reporting purposes.
The increase in selling, general, and administrative expenses was driven primarily by increases in agent commissions, marketing and tradeshow expenses, and employee support costs for the global sales operations, partially offset by not recording any amounts in the fiscal 2022 period related to the employee retention credit, for which $1.1 million was recorded in selling, general and administrative expenses in the fiscal 2021 period.
Operating ~~Income.~~Income. Operating income for the first ~~quarter~~six months of fiscal ~~2018~~2022 was ~~$7.2~~$8.3 million compared to ~~$1.4~~$4.5 million for the corresponding period in fiscal ~~2017.~~2021. The increase in operating income ~~year-over-year~~ was primarily driven by the increased ~~volume of~~ sales ~~of Hurco machines, particularly in Europe, and the favorable impact of foreign currency translation compared to the corresponding prior year period.~~
volume.
Other Income (Expense),Net. Other income (expense), net infor the first ~~quarter~~six months of fiscal ~~2018 increased~~2022 decreased by ~~$0.2~~$0.4 million from the corresponding period in fiscal ~~2017 primarily~~2021, due mainly to an increase in foreign currency ~~gains on transactions denominated~~exchange losses in ~~foreign currencies experienced~~the first six months of fiscal 2022 compared to the same period in fiscal ~~2018 compared to foreign currency losses experienced in fiscal 2017.~~
2021.
Income Taxes. The effective tax rate for the first ~~quarter~~six months of fiscal ~~2018~~2022 was ~~61%~~31%, compared to ~~38% in~~33% for the corresponding prior year period. The ~~increase~~year-over-year decrease in the effective tax rate ~~for the first quarter of fiscal 2018 compared to the corresponding prior year period~~ was primarily due to ~~one-time provisional adjustments related to the Tax Cuts~~changes in geographic mix of income and ~~Jobs Act (the “Tax Reform Act”)~~loss that ~~was enacted on December 22, 2017. The Tax Reform Act, among other things, lowered the U.S. corporate~~includes jurisdictions with differing tax rates, various discrete tax items, and changes in income tax ~~rate from 35%~~laws to ~~21% effective January 1, 2018, implemented a territorial tax system, and imposed a tax on~~address the ~~deemed repatriated earnings of foreign subsidiaries. As a result~~unfavorable impact of the ~~change in the tax law, a one-time non-cash tax charge~~COVID-19 pandemic.

Table of $0.4 million related to the revaluation of deferred tax assets and liabilities was recorded in the first quarter of fiscal 2018. In addition, a one-time charge of $2.5 million related to the transition tax on the deemed repatriation of accumulated foreign income was recorded in the first quarter of fiscal 2018, which amount is subject to adjustment during the measurement period of up to one year following the December 2017 enactment date, as provided by recent SEC guidance. The impact of these charges increased our effective rate by approximately 39% for the first quarter of fiscal 2018. Excluding the impact of these charges, earnings per diluted share would have been $0.43 higher than the earnings per diluted share we reported for the first quarter of fiscal 2018.Contents

LIQUIDITY AND CAPITAL RESOURCES

At ~~January 31, 2018,~~April 30, 2022, we had cash and cash equivalents of ~~$80.2~~$82.0 million, compared to ~~$66.3~~$84.1 million at October 31, ~~2017.~~2021. Approximately ~~62%~~15% of the ~~$80.2~~$82.0 million of cash and cash equivalents iswas denominated in U.S. Dollars. The balance iswas 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 ~~$183.2~~$203.4 million at ~~January 31, 2018~~April 30, 2022, compared to ~~$175.5~~$208.7 million at October 31, ~~2017.~~2021. The ~~increase~~decrease in working capital was primarily ~~due to~~driven by decreases in accounts receivable, prepaid assets, partially offset by an increase in ~~inventories.~~inventories and a decrease in customer deposits.

Capital expenditures of ~~$1.5~~$1.1 million during the first ~~three~~six months of fiscal ~~2018~~2022 were primarily for capital improvements in existing facilities and software development costs. We funded these expenditures with cash on hand.

~~At January~~On March 10, 2021, we announced that our Board of Directors approved a share repurchase program in an aggregate amount of up to $7.0 million. Repurchases under the program may be made in the open market or through privately-negotiated transactions from time to time through March 10, 2023, 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 first six months of fiscal 2022, we repurchased $2.9 million in shares of our common stock, and $4.1 million remained available under the program as of April 30, 2022.

In addition, during the six months ended April 30, 2022, we paid cash dividends to our shareholders of $1.9 million. 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.

On December 31, 2018, we ~~had $1.6~~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 and December 17, 2021. 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 ~~borrowings~~ 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, 2023.

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 $10.0 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.

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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 ~~facility.~~facilities are subject to review and termination by the respective underlying lending institution from time to time.

As of April 30, 2022, our existing credit facilities consisted of the €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 ~~other~~ debt or borrowings under any of our ~~other~~ credit ~~facilities.~~ facilities at April 30, 2022.

At ~~January 31, 2018,~~April 30, 2022, we had an aggregate of ~~$19.9~~approximately $51.6 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 ~~position~~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, ~~and~~acquisitions, targeted penetration of developing ~~markets.~~markets, payment of dividends and our stock repurchase 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 ~~POLICIES~~ESTIMATES

Our discussion and analysis of financial condition and results of operations 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 accounting policies, which are described in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2017, require management to make significant estimates~~2021, are frequently evaluated as our judgment and ~~assumptions using information available at the time the~~ estimates are ~~made. These estimates~~based upon historical experience and on various other assumptions ~~significantly affect various reported amounts~~that we believe to be reasonable under the circumstances. During the first six months of assets, liabilities, revenues, and expenses. If our future experience differs materially from these estimates and assumptions, our results of operations and financial condition would be affected. Therefiscal 2022, there were no material changes to our critical accounting ~~policies during~~estimates as described in the ~~first three months of fiscal 2018.~~MD&A included in our Annual Report on Form 10-K for the year ended October 31, 2021.

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, ~~2017.~~2021.

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 ~~January 31, 2018,~~April 30, 2022, we had 27eight outstanding third party payment guarantees totaling approximately ~~$1.0~~$0.8 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 itthe 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.

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

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;

~~The cyclical nature of the machine tool industry;~~

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

~~The risks of our international operations;~~

~~The limited number of our manufacturing sources;~~

~~The effects of changes in currency exchange rates;~~

~~Our dependence on new product development;~~

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

~~Competition with larger companies that have greater financial resources;~~

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

~~Acquisitions that could disrupt our operations and affect operating results;~~

~~Impairment of our assets;~~

~~Negative or unforeseen tax consequences;~~

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

~~Our ability to integrate acquisitions;~~

~~Uncertainty concerning our ability to use tax loss carryforwards;~~

~~Breaches of our network and system security measures;~~

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

~~Governmental actions, initiatives and regulations, including import and export restrictions and tariffs and changes to tax laws.~~

•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; and

•Uncertainty concerning our ability to use tax loss carryforwards.

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.

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~~Item 3~~. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~
Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Interest on borrowings onunder our bank credit ~~facilities~~agreements are ~~variable and~~ tied to prevailing domestic and foreign interest rates. At ~~January 31, 2018,~~April 30, 2022, we had ~~$1.6 million of~~no borrowings outstanding ~~under our China credit facility. We had no other debt or borrowings~~ under any of our ~~other~~ credit facilities.
Foreign Currency Exchange Risk
In the first ~~three~~six months of fiscal ~~2018,~~2022, we derived approximately ~~69%~~64% of our revenues from customers located outside of the ~~Americas.~~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 ~~primarily~~ 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 receivables and payables denominated in foreign currencies. We ~~also enter into foreign currency forward contracts to hedge a portion of our net investment denominated in Euros. We~~ do not speculate in the financial markets and, therefore, do not enter into these contracts for trading purposes.
Forward contracts for the sale or purchase of foreign currencies as of ~~January 31, 2018,~~April 30, 2022, which are designated as cash flow hedges under FASB guidance related to accounting for derivative instruments and hedging activities, were as ~~follows:~~follows (in thousands, except weighted average forward rates):

Notional Amount Weighted
Average
Contract Amount at
Forward Rates in
U.S. Dollars

Forward
Contracts

in Foreign
Currency
Forward
Rate
Contract
Date
January 31,
2018 Maturity Dates
Sale Contracts:
Euro 31,950,000 1.1943 $ 38,157,675 $ 40,057,745 February 2018 – January 2019
Pound Sterling 6,850,000 1.3430 $ 9,199,798 $ 9,767,675 February 2018 – January 2019

Purchase Contracts:
New Taiwan Dollar * 1,078,000,000 29.4007 * $ 36,665,838 $ 37,395,830 February 2018 – January 2019

Contract Amount at

Notional

Weighted

Forward Rates in

Amount

Avg.

U.S. Dollars

Forward

in Foreign

Forward

Contract

April 30,

Contracts

Currency

Rate

Date

2022

Maturity Dates
Sale Contracts:









Euro

23,250

1.1270

26,203

24,743

May 2022 - April 2023
Sterling

5,750

1.3463

7,741

7,243

May 2022 - April 2023

Purchase Contracts:

New Taiwan Dollar

865,000

27.4840
*
31,473

29,748

May 2022 - April 2023
*NT New Taiwan Dollars per U.S. Dollar
26
29

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Forward contracts for the sale or purchase of foreign currencies as of ~~January 31, 2018,~~April 30, 2022, 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:~~follows (in thousands, except weighted average forward rates):

Notional
Amount

Weighted
Average

Contract Amount at
Forward Rates in
U.S. Dollars

Forward
Contracts

in Foreign
Currency

Forward
Rate

Contract
Date
January 31,
2018 Maturity Dates
Sale Contracts:
Euro 19,609,529 1.1992 $ 23,515,802 $ 24,594,485 February 2018-October 2018
Pound Sterling 2,330,222 1.3655 $ 3,181,821 $ 3,308,750 February 2018-April 2018
South African Rand 9,782,100 0.0680 $ 664,985 $ 813,688 April 2018

Purchase Contracts:
New Taiwan Dollar 1,004,758,621 29.4923 * $ 34,068,559 $ 34,606,204 February 2018-May 2018

Contract Amount at

Notional

Weighted

Forward Rates in

Amount

Avg.

U.S. Dollars

Forward

in Foreign

Forward

Contract

April 30,

Contracts

Currency

Rate

Date

2022

Maturity Dates
Sale Contracts:










Euro

16,618

1.1071

18,398

17,575

May 2022 - July 2022
Sterling

3,190

1.3014

4,151

4,011

June 2022

Purchase Contracts:

New Taiwan Dollar

489,660

28.7516
*
17,031

16,622

May 2022 - July 2022
* NTNew 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 ~~loss,~~income (loss), net of tax, in the same manner as the underlying hedged net assets. This forward contract matures in November ~~2018. At January 31, 2018,~~2022. As of April 30, 2022, we had ~~$609,000~~a realized gain of ~~realized gains~~$0.9 million and ~~$106,000~~an unrealized gain of ~~unrealized losses,~~$0.2 million, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive ~~loss~~income (loss) related to the hedging of our net investment in Euro-denominated assets. Forward contracts for the sale or purchase of foreign currencies as of ~~January 31, 2018,~~April 30, 2022, which are designated as net investment hedges under this guidance were as ~~follows:~~follows (in thousands, except weighted average forward rates):

Notional
Amount Weighted
Avg.
Contract Amount at Forward
Rates in
U.S. Dollars

Forward Contracts in Foreign
Currency
Forward
Rate

Contract
Date
January 31,
2018 Maturity Date

Contract Amount at Forward Rates in

Notional

Weighted

U.S. Dollars

Forward

Amount

Avg.

Contract

April 30,

Contracts

in Foreign Currency

Forward Rate

Date

2022

Maturity Date

Sale Contracts:











Euro 3,000,000 1.2095 $ 3,628,500 $ 3,800,130 November 2018

3,000

1.1557

3,467

3,204

Nov 2022

~~Item 4~~. ~~CONTROLS AND PROCEDURES~~
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 ~~January 31, 2018,~~April 30, 2022, pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the evaluation date.
There were no changes in our internal control over financial reporting during the three months ended ~~January 31, 2018~~April 30, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

27
30

Table of Contents

PART II - OTHER INFORMATION
~~Item 1.~~ ~~LEGAL PROCEEDINGS~~
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~~
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, ~~2017.~~2021. However, the COVID-19 pandemic could exacerbate or trigger the risks discussed in our Annual Report on Form 10-K for the year ended October 31, 2021, any of which could materially affect our business, financial condition and results of operations.

~~Item 2~~. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~
Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 10, 2021, we announced that our Board of Directors approved a share repurchase program in an aggregate amount of up to $7.0 million. Repurchases under the program may be made in the open market or through privately-negotiated transactions from time to time through March 10, 2023, 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 first six months of fiscal 2022, we repurchased $2.9 million in shares of our common stock.

The following table summarizes the ~~purchases~~repurchases of common stock made by us during the three months ended ~~January 31, 2018:~~April 30, 2022:

Total
Number of
Shares
Purchased Average
Price Paid
per Share Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs⁽¹⁾ Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under Plans
or Programs⁽¹⁾
November 2017 0 $ 0 0 $ 0
December 2017 0 $ 0 0 $ 0
January 2018 11,706 ⁽²⁾ $ 32.19 ⁽²⁾ 0 $ 0
Total 11,706 $ 32.19 0 $ 0

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⁽¹⁾

Programs⁽¹⁾


($ in thousands) ⁽¹⁾
February 2022

26,460

$
33.43

26,460

$
4,895
March 2022

23,304

$
33.72

23,304

$
4,110
April 2022

—

$
—

—

$
4,110
Total

49,764

49,764

(1) ~~The Company does not have any~~Reflects the average weighted price of the shares repurchased as part of the publicly announced ~~share~~programs and includes commissions paid related to our repurchase ~~plans or programs.~~
~~(2)~~ ~~Represents~~of shares of ~~our~~ common stock that were withheld to satisfy the income tax obligations of recipients of awards of 32,153 restricted shares and earned performance shares granted under the 2008 Plan and 4,916 restricted shares granted under the 2016 Equity Plan in connection with the vesting of such awards.stock.

~~Item 5.~~ ~~OTHER INFORMATION~~
Item 5.    OTHER INFORMATION
During the period covered by this report, the Audit Committee of our Board of Directors engaged our independent registered public accounting firm to perform non-audit, tax planning services. This disclosure is made pursuant to Section ~~10A9(i)~~10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002.

28
31

Table of Contents

~~Item 6~~. ~~EXHIBITS~~
Item 6. EXHIBITS
EXHIBIT INDEX
3.1
~~3.1~~
Amended and Restated Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1997.
3.2
~~3.2~~
Amended and Restated By-Laws of the Registrant as amended through ~~November 16, 2017,~~March 12, 2021, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on ~~November 17, 2017.~~March 12, 2021.
10.1

~~31.1~~

Hurco Companies, Inc. 2016 Equity Incentive Plan, as amended and restated as of March 10, 2022 (incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2022 annual meeting of shareholders filed on January 24, 2022).
31.1
Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities ~~and~~ Exchange Act of 1934, as amended.
31.2
~~31.2~~
Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities ~~and~~ Exchange Act of 1934, as amended.
32.1
~~32.1~~
Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
~~32.2~~
Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
~~101.INS~~
~~XBRL Instance Document~~
The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2022, 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; and (vi) Notes to Condensed Consolidated Financial Statements.

~~101.SCH~~

~~XBRL Taxonomy Extension Schema Document~~

104
~~101.CAL~~
Cover Page Interactive Data File (formatted as Inline XBRL ~~Taxonomy Extension Calculation Linkbase~~
~~101.LAB~~ ~~XBRL Taxonomy Extension Label Linkbase Document~~
~~101.PRE~~ ~~XBRL Taxonomy Extension Presentation Linkbase Document~~
~~101.DEF~~ ~~XBRL Taxonomy Extension Definition Linkbase Document~~and contained in Exhibit 101).

29
32

Table of Contents

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:~~

By:
/s/ Sonja K. McClelland

Sonja K. McClelland

Executive Vice President, ~~Secretary,~~ Treasurer

& Chief Financial Officer

~~March 9, 2018~~June 3, 2022

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)

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

Large accelerated filer ◻	Accelerated filer ⌧
Non-accelerated filer ◻	Smaller reporting company ◻
Emerging growth company ◻

			Part I - Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Statements of ~~Income~~Operations Three ~~months ended January 31, 2018~~ and ~~2017~~Six Months Ended April 30, 2022 and 2021	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) Three ~~months ended January 31, 2018~~ and ~~2017~~Six Months Ended April 30, 2022 and 2021	4

	Condensed Consolidated Balance Sheets Asas of ~~January 31, 2018~~April 30, 2022 and October 31, ~~2017~~2021	5

	Condensed Consolidated Statements of Cash Flows Three ~~months ended January 31, 2018~~ and ~~2017~~Six Months Ended April 30, 2022 and 2021	6

	Condensed Consolidated Statements of Changes in ~~Shareholders'~~Shareholders’ Equity Three ~~months ended January 31, 2018~~ and ~~2017~~Six Months Ended April 30, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26 29

Item 4.	Controls and Procedures	27 30

			Part II - Other Information

Item 1.	Legal Proceedings	28 31

Item 1A.	Risk Factors	28 31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28 31

Item 5.	Other Information	28 31

Item 6.	Exhibits	29 32

Signatures			30 33

	January 31,			October 31,
	2018			2017
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	80,236		$	66,307
Accounts receivable, net		41,614			50,094
Inventories, net		131,526			119,948
Derivative assets		1,364			596
Prepaid assets		8,105			7,913
Other		2,726			1,557
Total current assets		265,571			246,415
Property and equipment:
Land		868			841
Building		7,352			7,352
Machinery and equipment		26,988			25,652
Leasehold improvements		3,762			3,503
		38,970			37,348
Less accumulated depreciation and amortization		(26,250	)		(25,167	)
Total property and equipment		12,720			12,181

Non-current assets:
Software development costs, less accumulated amortization		6,595			6,226
Goodwill		2,586			2,440
Intangible assets, net		1,092			1,076
Deferred income taxes		4,571			6,176
Investments and other assets, net		7,658			7,131
Total non-current assets		22,502			23,049
Total assets	$	300,793		$	281,645

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	57,603		$	47,638
Accrued expenses and other		17,008			18,240
Accrued warranty expenses		2,043			1,772
Derivative liabilities		4,156			1,732
Short-term debt		1,590			1,507
Total current liabilities		82,400			70,889
Non-current liabilities:
Deferred income taxes		1,942			3,821
Accrued tax liability		2,446			133
Deferred credits and other		3,909			3,717
Total non-current liabilities		8,297			7,671

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, 6,866,932 and 6,799,006 shares issued; and 6,692,778 and 6,641,197 shares outstanding, as of January 31, 2018 and October 31, 2017, respectively		669			664
Additional paid-in capital		62,380			61,344
Retained earnings		151,536			149,267
Accumulated other comprehensive loss		(4,489	)		(8,190	)
Total shareholders’ equity		210,096			203,085
Total liabilities and shareholders’ equity	$	300,793		$	281,645

	Common Stock				Additional					Accumulated Other
	Shares Outstanding		Amount		Paid-in Capital		Retained Earnings			Comprehensive Income (Loss)			Total

Balances, October 31, 2016		6,573,103	$	657	$	59,119	$	136,742		$	(11,043	)	$	185,475

Net income		—		—		—		879			—			879

Other comprehensive income		—		—		—		—			435			435

Stock-based compensation		29,760		3		348		—			—			351

Dividends paid		—		—		—		(592	)		—			(592	)

Balances, January 31, 2017 (Unaudited)		6,602,863	$	660	$	59,467	$	137,029		$	(10,608	)	$	186,548

Balances, October 31, 2017		6,641,197	$	664	$	61,344	$	149,267		$	(8,190	)	$	203,085

Net income		—		—		—		2,937			—			2,937
Other comprehensive income		—		—		—		—			3,701			3,701

Exercise of common stock options		26,218		3		489		—			—			492

Stock-based compensation		25,363		2		547		—			—			549

Dividends paid		—		—		—		(668	)		—			(668	)

Balances, January 31, 2018 (Unaudited)		6,692,778	$	669	$	62,380	$	151,536		$	(4,489	)	$	210,096

Derivatives	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)					Location of Gain (Loss) Reclassified from Other Comprehensive Income (Loss)	Amount of Gain (Loss) Reclassified from Other Comprehensive Income (Loss)
	Three Months Ended January 31,						Three Months Ended January 31,
	2018			2017			2018		2017
Designated as Hedging Instruments:
(Effective portion)
Foreign exchange forward contracts – Intercompany sales/purchases	$	(1,142	)	$	329	Cost of sales and service	$	222	$	(209	)
Foreign exchange forward contract – Net investment	$	(166	)	$	39

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at October 31, 2017		157,809		$	32.05
Shares or units granted		59,799			43.41
Shares or units vested		(25,363	)		32.19
Shares or units cancelled		(6,385	)		33.67
Shares or units withheld		(11,706	)		32.19
Unvested at January 31, 2018		174,154		$	35.86

	January 31, 2018		October 31, 2017
Purchased parts and sub-assemblies	$	38,315	$	33,045
Work-in-process		22,040		20,008
Finished goods		71,171		66,895
	$	131,526	$	119,948

	Assets				Liabilities
	January 31, 2018		October 31, 2017		January 31, 2018		October 31, 2017

Level 1
Deferred Compensation	$	1,739	$	1,638	$	-	$	-

Level 2
Derivatives	$	1,364	$	596	$	4,156	$	1,732

	Notional Amount		Weighted Average			Contract Amount at Forward Rates in U.S. Dollars
Forward Contracts	in Foreign Currency		Forward Rate			Contract Date		January 31, 2018		Maturity Dates
Sale Contracts:
Euro		31,950,000		1.1943		$	38,157,675	$	40,057,745	February 2018 – January 2019
Pound Sterling		6,850,000		1.3430		$	9,199,798	$	9,767,675	February 2018 – January 2019

Purchase Contracts:
New Taiwan Dollar *		1,078,000,000		29.4007	*	$	36,665,838	$	37,395,830	February 2018 – January 2019


				Contract Amount at
	Notional	Weighted		Forward Rates in
	Amount	Avg.		U.S. Dollars
Forward	in Foreign	Forward		Contract	April 30,
Contracts	Currency	Rate		Date	2022	Maturity Dates
Sale Contracts:
Euro	23,250	1.1270		26,203	24,743	May 2022 - April 2023
Sterling	5,750	1.3463		7,741	7,243	May 2022 - April 2023

Purchase Contracts:
New Taiwan Dollar	865,000	27.4840	*	31,473	29,748	May 2022 - April 2023

	Notional Amount		Weighted Average			Contract Amount at Forward Rates in U.S. Dollars
Forward Contracts	in Foreign Currency		Forward Rate			Contract Date		January 31, 2018		Maturity Dates
Sale Contracts:
Euro		19,609,529		1.1992		$	23,515,802	$	24,594,485	February 2018-October 2018
Pound Sterling		2,330,222		1.3655		$	3,181,821	$	3,308,750	February 2018-April 2018
South African Rand		9,782,100		0.0680		$	664,985	$	813,688	April 2018

Purchase Contracts:
New Taiwan Dollar		1,004,758,621		29.4923	*	$	34,068,559	$	34,606,204	February 2018-May 2018

	Total Number of Shares Purchased			Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾		Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs⁽¹⁾
November 2017		0		$	0			0	$	0
December 2017		0		$	0			0	$	0
January 2018		11,706	⁽²⁾	$	32.19	⁽²⁾		0	$	0
Total		11,706		$	32.19			0	$	0


						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⁽¹⁾	Programs⁽¹⁾		($ in thousands) ⁽¹⁾
February 2022	26,460	$	33.43	26,460	$	4,895
March 2022	23,304	$	33.72	23,304	$	4,110
April 2022	—	$	—	—	$	4,110
Total	49,764			49,764

3.1	~~3.1~~	Amended and Restated Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1997.

3.2	~~3.2~~	Amended and Restated By-Laws of the Registrant as amended through ~~November 16, 2017,~~March 12, 2021, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on ~~November 17, 2017.~~March 12, 2021.

10.1	~~31.1~~	Hurco Companies, Inc. 2016 Equity Incentive Plan, as amended and restated as of March 10, 2022 (incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2022 annual meeting of shareholders filed on January 24, 2022).
31.1		Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities ~~and~~ Exchange Act of 1934, as amended.

31.2	~~31.2~~	Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities ~~and~~ Exchange Act of 1934, as amended.

32.1	~~32.1~~	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	~~32.2~~	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	~~101.INS~~	~~XBRL Instance Document~~ The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2022, 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; and (vi) Notes to Condensed Consolidated Financial Statements.
	~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document~~
104	~~101.CAL~~	Cover Page Interactive Data File (formatted as Inline XBRL ~~Taxonomy Extension Calculation Linkbase~~
	~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~
	~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~
	~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~and contained in Exhibit 101).

	HURCO COMPANIES, INC.

	~~By:~~
	By:	/s/ Sonja K. McClelland
		Sonja K. McClelland
		Executive Vice President, ~~Secretary,~~ Treasurer
		& Chief Financial Officer