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Item 9A. Controls and Procedures

2021-01-08 compared with 2020-01-03 · 85 added, 148 removed, 55 unchanged (81% of the section changed)

CONTROLS AND PROCEDURES

Under the supervision

and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we carried out an

evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2019, pursuant

to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.

Based upon that evaluation, our management, including

the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as

of the evaluation date.

There have been no changes

in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended October 31, 2019

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The attestation report

of our independent registered public accounting firm on our internal control over financial reporting is included in this report

under Item 8.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2020, pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.

Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the evaluation date.

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended October 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The attestation report of our independent registered public accounting firm on our internal control over financial reporting is included in this report under Item 8.

Financial Statements and Supplementary Data.

Our management’s annual report on internal control over financial

reporting is included in this report immediately preceding Item 8.

Our management’s annual report on internal control over financial reporting is included in this report immediately preceding Item 8.

OTHER INFORMATION

During the fourth quarter of fiscal 2019,

the Audit Committee of the Board of Directors did not engage our independent registered public accounting firm to perform any new

non-audit services.

This disclosure is made pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as amended, as

added by Section 202 of the Sarbanes-Oxley Act of 2002.

The graph below compares the cumulative

5-Year total return provided shareholders on Hurco Companies, Inc.'s common stock relative to the cumulative total returns of the

Russell 2000 index, the NASDAQ Global Select index and two customized peer groups of sixteen companies and eighteen companies respectively,

whose individual companies are listed in footnotes (1) and (2) below.

An investment of $100 (with reinvestment of all dividends)

is assumed to have been made in our common stock, in each index and in each of the peer groups on 10/31/2014 and its relative performance

is tracked through 10/31/2019.

(1.) There are sixteen companies included in the company's first customized peer group which are:

Ampco-Pittsburgh

Corporation, DMC Global Inc., Douglas Dynamics Inc., The Eastern Company, FARO Technologies Inc., Graham Corporation, Kadant Inc.,

Key Tronic Corporation, The L.

Starrett Company, Novanta Inc., Onto Innovation Inc., PDF Solutions Inc., Proto Labs Inc., QAD

Inc., Helios Technologies and Transcat Inc.

(2.) The eighteen companies included in the company's second customized peer group are:

Ampco-Pittsburgh

Corporation, DMC Global Inc., Douglas Dynamics Inc., The Eastern Company, FARO Technologies Inc., Graham Corporation, IEC Electronics

Corp, Kadant Inc., Key Tronic Corporation, The L.

Starrett Company, Novanta Inc., Onto Innovation Inc., Proto Labs Inc., QAD

Inc., Helios Technologies, Transcat Inc., Twin Disc Incorporated and Vishay Precision Group Inc.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL

Among Hurco Companies, Inc., the Russell 2000 Index, the NASDAQ Global Select

2018 Peer Group and 2019 Peer Group

*$100 invested on 10/31/14 in stock or index, including reinvestment of dividends.

Fiscal year ending October 31.

2019 Russell Investment Group.

On January 7, 2021, our Board of Directors approved and adopted amendments to the Company’s Amended and Restated By-Laws, effective on that date.

The amendments amend Section 1, Section 4, Section 5, Section 6(e), and Section 7(c) of Article II of the Amended and Restated By-Laws to explicitly provide for shareholder meetings to be conducted by means of remote communication and related matters.

The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, as so amended, a copy of which is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

During the fourth quarter of fiscal 2020, the Audit Committee of the Board of Directors did not engage our independent registered public accounting firm to perform any new non-audit services.

This disclosure is made pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as amended, as added by Section 202 of the Sarbanes-Oxley Act of 2002.

The graph below matches the cumulative 5-Year total return of holders of Hurco Companies, Inc.'s common stock with the cumulative total returns of the Russell 2000 index, the NASDAQ Global Select index and a customized peer group of eighteen companies that includes:

Ampco-Pittsburgh Corp, DMC Global Inc., Douglas Dynamics Inc., Eastern Co, FARO Technologies Inc., Graham Corp, Helios Technologies Inc., IEC Electronics Corp, Kadant Inc., Key Tronic Corp, L S Starrett Co, Novanta Inc., Onto Innovation Inc., Proto Labs Inc., QAD Inc., Transcat Inc., Twin Disc Inc.

and Vishay Precision Group Inc.

The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on October 31, 2015 and tracks it through October 31, 2020.

Hurco Companies, Inc.

NASDAQ Global Select

2018 Peer Group

2019 Peer Group

The stock price performance included

in this graph is not necessarily indicative of future stock price performance.

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

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required

by this item is incorporated herein by reference to the definitive proxy statement for our 2020 annual meeting of shareholders

except that the information required by Item 10 regarding our executive officers is included herein under a separate caption at

the end of Part I.

The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2021 annual meeting of shareholders except that the information required by Item 10 regarding our executive officers is included herein under the caption “Information about our Executive Officers” at the end of Part I.

EXECUTIVE COMPENSATION

The information required

by this item is incorporated herein by reference to the definitive proxy statement for our 2020 annual meeting of shareholders.

The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2021 annual meeting of shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required

by this item is incorporated herein by reference to the definitive proxy statement for our 2020 annual meeting of shareholders.

The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2021 annual meeting of shareholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required

by this item is incorporated herein by reference to the definitive proxy statement for our 2020 annual meeting of shareholders.

The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2021 annual meeting of shareholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is

incorporated herein by reference to the definitive proxy statement for our 2020 annual meeting of shareholders.

The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2021 annual meeting of shareholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements .

The following consolidated financial statements of the Company are included herein

under Item 8 of Part II:

The following consolidated financial statements of the Company are included herein under Item 8 of Part II:

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Income –

years ended October 31, 2019, 2018 and 2017

Consolidated Statements of Comprehensive Income –

years ended October 31, 2019, 2018 and 2017

Consolidated Balance Sheets –

as of October 31, 2019 and 2018

Consolidated Statements of Cash Flows –

years ended October 31, 2019, 2018 and 2017

Consolidated Statements of Changes in Shareholders’

Equity –

years ended October 31, 2019, 2018 and 2017

Consolidated Statements of Operations – years ended October 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income (Loss) – years ended October 31, 2020, 2019 and 201 8

Consolidated Balance Sheets – as of October 31, 2020 and 2019

Consolidated Statements of Cash Flows – years ended October 31, 2020, 2019 and 2018

Consolidated Statements of Changes in Shareholders’ Equity – years ended October 31, 2020, 2019 and 2018

Notes to Consolidated Financial Statements

Statement Schedule .

Financial Statement Schedule .

The following financial statement schedule is included in this Item.

Schedule II - Valuation and Qualifying

Accounts and Reserves

for the Years Ended October 31, 2019,

2018 and 2017

Schedule II – Valuation and Qualifying Accounts and Reserves

for the Years Ended October 31, 2020, 2019 and 2018

(Dollars in thousands)

Allowance for doubtful accounts

for the year ended:

tax valuation allowance for the year ended:

Allowance for doubtful accounts for the year ended:

October 31, 2020

October 31, 2019

October 31, 2018

Income tax valuation allowance for the year ended:

October 31, 2020

October 31, 2019

October 31, 2018

(1) Receivable write–offs .

All other financial statement schedules

are omitted because they are not applicable or the required information is included in the consolidated financial statements or

notes thereto.

All other financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

EXHIBITS INDEX

Exhibits Filed .

The following exhibits are filed with

4.1 Description of the Company’s Common Stock.

The following exhibits are filed with this report:

Amended and Restated By-Laws of the Registrant as amended through January 7, 2021.

Description of the Company’s Common Stock.

Subsidiaries of the Registrant.

Consent of Independent Registered Public Accounting Firm, RSM US LLP.

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 Certification by the Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities and

Exchange Act of 1934, as amended.

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

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

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL 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

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

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

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

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

The following financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2020, formatted in Inline XBRL:

(i) Consolidated Statements of Operations;

(ii) Consolidated Statements of Comprehensive Income (Loss);

(iii) Consolidated Balance Sheets;

(iv) Consolidated Statements of Cash Flows;

(v) Consolidated Statements of Changes in Shareholders’ Equity;

and (vi) Notes to Consolidated Financial Statements

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

Exhibits Incorporated by Reference .

The following exhibits

are incorporated into this report:

3.1 Amended and Restated Articles of Incorporation of the Registrant, incorporated by reference to

Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1997.

3.2 Amended and Restated By-Laws of the Registrant as amended through November 16, 2017, incorporated

by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 17, 2017.

The following exhibits are incorporated into this report:

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.

Hurco Companies, Inc.

2016 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K filed on March 10, 2016.

10.2* Form of Restricted Stock Agreement (Director) under the 2016 Equity Incentive Plan, incorporated

herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 10, 2016.

10.3* Form of Restricted Stock Award Agreement (Employee) under the 2016 Equity Incentive Plan, incorporated

by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q for the quarter ended January 31, 2017.

10.4* Form of Performance Stock Unit Award Agreement (Employee) under the 2016 Equity Incentive Plan,

incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 10-Q for the quarter ended January 31,

2016 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 10, 2016.

Form of Restricted Stock Agreement (Director) under the 2016 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 10, 2016.

Form of Restricted Stock Award Agreement (Employee) under the 2016 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q for the quarter ended January 31, 2017.

Form of Performance Stock Unit Award Agreement (Employee) under the 2016 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 10-Q for the quarter ended January 31, 2017.

Hurco Companies, Inc.

Cash Incentive Plan, incorporated herein by reference to Exhibit 10.3 to

the Company’s Current Report on Form 8-K filed on March 10, 2016.

Cash Incentive Plan, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 10, 2016.

Employment Agreement dated March 15, 2012, between Hurco Companies, Inc.

and Michael Doar, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.

Employment Agreement dated March 15, 2012, between Hurco Companies, Inc.

and Gregory S.

incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.

Volovic, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.

Employment Agreement dated March 15, 2012, between Hurco Companies, Inc.

incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.

McClelland, incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.

Hurco Companies, Inc.

2008 Equity Incentive Plan, incorporated by reference to Appendix A of the

Registrant’s definitive Proxy Statement on Schedule 14A filed January 28, 2008.

10.10* Form of restated split-dollar insurance agreement, incorporated by reference to Exhibit 10.2 to

the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2008.

2008 Equity Incentive Plan, incorporated by reference to Appendix A of the Registrant’s definitive Proxy Statement on Schedule 14A filed January 28, 2008.

Form of restated split-dollar insurance agreement, incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2008.

Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc.

and Hurco B.V., as

the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by

reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2018.

* The indicated exhibit is a management contract, compensatory plan or arrangement required to be

listed by Item 601 of Regulation S-K.

and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2018.

First Amendment to Credit Agreement, dated as of March 13, 2020, to the Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc.

Second Amendment to Credit Agreement, dated as of December 23, 2020, to the Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc.

and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 29, 2020.

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

FORM 10-K SUMMARY

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf

by the undersigned, thereunto duly authorized, this 3rd day of January, 2020.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, this 8th day of January, 2021.

HURCO COMPANIES, INC.

1 unchanged sentence

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the

dates indicated:

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

Signature and Title(s)

/s/ Michael Doar

1 unchanged sentence

Michael Doar, Chairman and

Chief Executive Officer

of Hurco Companies, Inc.

Chief Executive Officer of Hurco Companies, Inc.

(Principal Executive Officer)

January 8, 2021

Executive Vice President,

Secretary, Treasurer and

Chief Financial Officer

of Hurco Companies, Inc.

(Principal Financial Officer and

Principal Accounting Officer)

Executive Vice President, Secretary, Treasurer and

Chief Financial Officer of Hurco Companies, Inc.

(Principal Financial Officer and Principal Accounting Officer)

/s/ Thomas A.

January 8, 2021

6 unchanged sentences

Cynthia Dubin, Director

/s/ Timothy J.

January 8, 2021

Longbottom, Director

Gardner, Director

January 8, 2021

Andrew Niner, Director

Richard Porter

Longbottom, Director

/s/ Richard Porter

January 8, 2021

Richard Porter, Director

Janaki Sivanesan

/s/ Janaki Sivanesan

January 8, 2021

2 unchanged sentences

January 8, 2021

Volovic, Director

Gregory Volovic, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures