HURCO COMPANIES INC 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Hurco Companies, Inc. Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting ​ We have audited the accompanying consolidated balance sheets of Hurco Companies, Inc. and its subsidiaries (the Company) as of October 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended October 31, 2023, and the related notes and schedule listed in Item 15(a) (collectively, the financial statements). We also have audited the Company’s internal control over financial reporting as of October 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. ​ In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2023 and 2022, and the results of their operations and their cash flows for each of the years in the three-year period ended October 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. ​ Basis for Opinions ​ The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. ​ 45 ​ Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. ​ Definition and Limitations of Internal Control Over Financial Reporting ​ A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ Critical Audit Matters ​ The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ​ 46 ​ Accounting for Income Taxes – Deferred Tax Assets and Liabilities ​ As described in Notes 1 and 6 to the consolidated financial statements, the Company accounts for income taxes under the asset and liability method. The Company operates in both the U.S. and international tax jurisdictions and has recorded deferred tax assets relating to deductible temporary differences, net operating losses and credit carryforwards of $11.8 million as of October 31, 2023, with an offsetting valuation allowance of $1.8 million. The deferred tax assets are further reduced by $5.3 million deferred tax liabilities in tax jurisdictions to record net deferred tax assets of $4.7 million and net deferred tax liabilities of $83 thousand. The Company reduces its deferred tax assets by a valuation allowance, if based upon all the available evidence, it is more likely than not that some portion, or all of the deferred tax asset will not be realized. Management evaluated the ability to realize the carrying value of deferred tax assets and liabilities, which involved applying complex tax regulations in federal, state, local and international tax jurisdictions. Management applied significant judgement in assessing the value of and realizability of its deferred tax assets and liabilities. In determining the amount of deferred tax assets that are more-likely-than-not to be realized, management considers by jurisdiction all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, ability to utilize future carrybacks, tax planning strategies and recent financial operations. ​ We identified management’s evaluation of deferred tax assets and liabilities as well as the evaluation of the realizability of deferred tax assets, as a critical audit matter. The evaluation of gross deferred tax assets and liabilities involves complex tax regulations involving multiple tax jurisdictions. Assessing the realizability of deferred tax assets involves complexities of identifying and adhering to tax regulations in multiple jurisdictions, as well as the subjectivity of evaluating the realizability of the deferred tax assets. Auditing these elements required a high degree of auditor judgment and an increased extent of effort, including the need to involve our tax specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the valuation allowance. ​ Our audit procedures related to the Company’s deferred tax assets and liabilities included the following, among others: ​ ● We obtained an understanding of the relevant controls related to the Company’s computation and evaluation of the gross deferred tax assets and liabilities as well as valuation allowance and tested such controls for design and operating effectiveness. ​ ● We utilized tax specialists in both domestic and international tax to assist in: ​ o Evaluating the appropriateness and accuracy of the deferred tax assets and liabilities by considering applicable tax law and underlying financial records; o Testing the projected future reversal of temporary differences by jurisdiction, including the underlying management assumptions; o Analyzing management’s application of domestic and foreign tax laws to the Company’s tax provisions; and evaluating i) the viability of contemplated tax planning strategies, and ii) the Company’s assessment of its ability to carryback net operating losses and/or credits. ​ 47 ​ ● We tested the completeness and accuracy of the data and inputs used to calculate the effective tax rate, current tax provision and deferred tax assets and liabilities. ​ /s/ RSM US LLP ​ We have served as the Company's auditor since 2017. ​ Indianapolis, Indiana January 5, 2024 ​ ​ 48 ​ HURCO COMPANIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended October 31, ​ ​ 2023 2022 2021 ​ ​ (In thousands, except per share amounts) Sales and service fees ​ $ 227,807 ​ $ 250,814 ​ $ 235,195 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales and service ​ 171,639 ​ 186,336 ​ 178,946 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ 56,168 ​ 64,478 ​ 56,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ 49,552 ​ 51,731 ​ 46,001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ 6,616 ​ 12,747 ​ 10,248 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ 282 ​ 27 ​ 24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 369 ​ 79 ​ 34 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment income ​ 61 ​ 174 ​ 173 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from equity investments ​ 494 ​ 733 ​ 203 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other expense, net ​ 504 ​ 1,828 ​ 513 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ 6,754 ​ ​ 11,878 ​ ​ 10,121 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for income taxes ​ 2,365 ​ 3,652 ​ 3,357 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 4,389 ​ $ 8,226 ​ $ 6,764 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.67 ​ $ 1.24 ​ $ 1.01 Diluted ​ $ 0.66 ​ $ 1.23 ​ $ 1.01 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 6,499 ​ ​ 6,580 ​ ​ 6,595 Diluted ​ ​ 6,528 ​ ​ 6,632 ​ ​ 6,608 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends paid per share ​ $ 0.63 ​ $ 0.59 ​ $ 0.55 ​ The accompanying notes are an integral part of the consolidated financial statements. 49 ​ HURCO COMPANIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended October 31, ​ 2023 2022 2021 ​ ​ (In thousands) Net income ​ $ 4,389 ​ $ 8,226 ​ $ 6,764 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation gain (loss) of foreign currency financial statements ​ 3,274 ​ ( 19,591 ) ​ 2,405 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Gain) / loss on derivative instruments reclassified into operations, net of tax of $( 146 ) , $ 59 , and $( 204 ) , respectively ​ ( 488 ) ​ 191 ​ ( 679 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on derivative instruments, net of tax of $( 439 ) , $( 119 ) , and $( 143 ) , respectively ​ ( 1,465 ) ​ ( 384 ) ​ ( 477 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive income (loss) ​ 1,321 ​ ( 19,784 ) ​ 1,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss) ​ $ 5,710 ​ $ ( 11,558 ) ​ $ 8,013 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 50 ​ HURCO COMPANIES, INC. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ As of October 31, ​ 2023 2022 ​ ​ (In thousands, except share ASSETS ​ and per share data) Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 41,784 ​ $ 63,922 Accounts receivable, net ​ 39,965 ​ 38,444 Inventories, net ​ 157,952 ​ 156,207 Derivative assets ​ 740 ​ 2,515 Prepaid and other assets ​ 7,789 ​ 6,981 Total current assets ​ 248,230 ​ 268,069 Property and equipment: ​ ​ ​ ​ Land ​ 1,046 ​ 868 Building ​ 7,387 ​ 7,352 Machinery and equipment ​ 26,779 ​ 26,532 Leasehold improvements ​ 4,473 ​ 4,351 ​ ​ 39,685 ​ 39,103 Less accumulated depreciation and amortization ​ ( 30,826 ) ​ ( 30,620 ) Total property and equipment, net ​ 8,859 ​ 8,483 Non–current assets: ​ ​ ​ ​ Software development costs, less accumulated amortization ​ 7,030 ​ 7,302 Intangible assets, net ​ 994 ​ 1,246 Operating lease - right of use assets, net ​ ​ 10,971 ​ ​ 8,460 Deferred income taxes ​ 4,749 ​ 3,442 Investments and other assets, net ​ 9,756 ​ 9,235 Total non–current assets ​ 33,500 ​ 29,685 Total assets ​ $ 290,589 ​ $ 306,237 LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 28,544 ​ $ 38,783 Accounts payable - related party ​ ​ 1,117 ​ ​ 1,924 Customer deposits ​ ​ 2,827 ​ ​ 4,839 Derivative liabilities ​ ​ 1,821 ​ ​ 3,632 Operating lease liabilities ​ ​ 3,712 ​ ​ 3,973 Accrued payroll and employee benefits ​ 9,853 ​ 10,751 Accrued income taxes ​ 1,713 ​ 2,611 Accrued expenses ​ 4,092 ​ 5,397 Accrued warranty expenses ​ 1,294 ​ 1,426 Total current liabilities ​ 54,973 ​ 73,336 Non–current liabilities: ​ ​ ​ ​ Deferred income taxes ​ 83 ​ 67 Accrued tax liability ​ ​ 1,293 ​ 1,281 Operating lease liabilities ​ ​ 7,606 ​ 4,814 Deferred credits and other ​ 4,403 ​ 4,095 Total non–current liabilities ​ 13,385 ​ 10,257 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; 6,553,673 and 6,645,352 shares issued and 6,462,138 and 6,566,994 shares outstanding, as of October 31, 2023 and October 31, 2022, respectively ​ 646 ​ 657 Additional paid-in capital ​ 61,665 ​ 63,635 Retained earnings ​ 180,124 ​ 179,877 Accumulated other comprehensive loss ​ ( 20,204 ) ​ ( 21,525 ) Total shareholders’ equity ​ 222,231 ​ 222,644 Total liabilities and shareholders’ equity ​ $ 290,589 ​ $ 306,237 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ ​ 51 ​ ​ HURCO COMPANIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended October 31, ​ 2023 2022 2021 ​ ​ (In thousands) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 4,389 ​ $ 8,226 ​ $ 6,764 Adjustments to reconcile net income to net cash provided by (used for) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Provision for doubtful accounts ​ 32 ​ ​ ( 159 ) ​ ​ 244 Deferred income taxes ​ 21 ​ ​ ( 631 ) ​ ​ ( 112 ) Equity in (income) loss of affiliates ​ ( 494 ) ​ ​ ( 733 ) ​ ​ ( 203 ) Foreign currency (gain) loss ​ ​ ( 2,551 ) ​ ​ 1,393 ​ ​ 31 Unrealized (gain) loss on derivatives ​ ( 754 ) ​ ​ 727 ​ ​ ( 316 ) Depreciation and amortization ​ 4,093 ​ ​ 3,918 ​ ​ 4,193 Stock–based compensation ​ 2,699 ​ ​ 2,686 ​ ​ 2,779 Change in assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ (Increase) decrease in accounts receivable ​ ( 84 ) ​ ​ 280 ​ ​ ( 15,188 ) (Increase) decrease in inventories ​ ( 648 ) ​ ​ ( 24,440 ) ​ ​ 2,165 (Increase) decrease in prepaid and other current assets ​ ( 805 ) ​ ​ 7,022 ​ ​ 690 Increase (decrease) in accounts payable ​ ( 11,767 ) ​ ​ ( 2,278 ) ​ ​ 20,617 Increase (decrease) in customer deposits ​ ( 2,179 ) ​ ​ ( 3,056 ) ​ ​ 3,111 Increase (decrease) in accrued expenses ​ ( 1,978 ) ​ ​ 1,018 ​ ​ 2,142 Increase (decrease) in accrued payroll and employee benefits ​ ​ ( 901 ) ​ ​ 362 ​ ​ 3,458 Increase (decrease) in accrued income tax ​ ​ ( 985 ) ​ ​ 1,698 ​ ​ 900 Net change in deferred tax assets and liabilities ​ ​ ( 1,277 ) ​ ​ ( 25 ) ​ ​ ( 325 ) Net change in derivative assets and liabilities ​ 885 ​ ​ 264 ​ ​ ( 135 ) Other ​ ( 517 ) ​ ​ ( 238 ) ​ ​ 1,360 Net cash provided by (used for) operating activities ​ ( 12,821 ) ​ ​ ( 3,966 ) ​ ​ 32,175 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from sale of property and equipment ​ 407 ​ ​ 101 ​ ​ 3 Purchase of property and equipment ​ ( 1,286 ) ​ ​ ( 1,107 ) ​ ​ ( 1,260 ) Software development costs ​ ( 1,291 ) ​ ​ ( 1,086 ) ​ ​ ( 1,109 ) Other investments ​ 273 ​ ​ — ​ ​ ( 979 ) Net cash provided by (used for) investing activities ​ ( 1,897 ) ​ ​ ( 2,092 ) ​ ​ ( 3,345 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from exercise of common stock options ​ ​ 270 ​ ​ 117 ​ ​ 350 Dividends paid ​ ( 4,142 ) ​ ​ ( 3,923 ) ​ ​ ( 3,674 ) Taxes paid related to net settlement of restricted shares ​ ( 313 ) ​ ​ ( 207 ) ​ ​ ( 197 ) Stock repurchases ​ ​ ( 4,609 ) ​ ​ ( 2,890 ) ​ ​ — Excise tax payable related to stock repurchases ​ ​ ( 28 ) ​ ​ — ​ ​ — Net cash provided by (used for) financing activities ​ ( 8,822 ) ​ ​ ( 6,903 ) ​ ​ ( 3,521 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents ​ 1,402 ​ ​ ( 7,180 ) ​ ​ 895 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ ( 22,138 ) ​ ​ ( 20,141 ) ​ ​ 26,204 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at beginning of period ​ 63,922 ​ ​ 84,063 ​ ​ 57,859 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period ​ $ 41,784 ​ $ 63,922 ​ $ 84,063 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures: ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for (provided by): ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ — ​ $ — ​ $ — Income taxes, net ​ $ 4,336 ​ $ ( 1,628 ) ​ $ 1,572 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ ​ 52 ​ ​ ​ HURCO COMPANIES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Stock ​ Common ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Shares ​ Stock ​ Paid–In ​ Retained ​ Comprehensive ​ ​ ​ (In thousands, except shares outstanding) Outstanding Amount Capital Earnings Loss Total Balances, October 31, 2020 ​ 6,565,163 ​ $ 657 ​ $ 60,997 ​ $ 172,484 ​ $ ( 2,990 ) ​ $ 231,148 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ ​ — ​ ​ — ​ ​ 6,764 ​ — ​ ​ 6,764 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ 1,249 ​ ​ 1,249 Exercise of common stock options ​ 16,311 ​ ​ 2 ​ ​ 348 ​ ​ — ​ — ​ ​ 350 Stock–based compensation expense, net of taxes withheld for vested restricted shares ​ 36,243 ​ ​ 3 ​ ​ 2,579 ​ ​ — ​ — ​ ​ 2,582 Dividends paid ​ — ​ ​ — ​ ​ — ​ ​ ( 3,674 ) ​ — ​ ​ ( 3,674 ) Balances, October 31, 2021 ​ 6,617,717 ​ $ 662 ​ $ 63,924 ​ $ 175,574 ​ $ ( 1,741 ) ​ $ 238,419 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ ​ — ​ ​ — ​ ​ 8,226 ​ — ​ ​ 8,226 Other comprehensive income (loss) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ( 19,784 ) ​ ​ ( 19,784 ) Exercise of common stock options ​ 5,437 ​ ​ 1 ​ ​ 116 ​ ​ — ​ — ​ ​ 117 Stock–based compensation expense, net of taxes withheld for vested restricted shares ​ 33,761 ​ ​ 3 ​ ​ 2,476 ​ ​ ​ ​ ​ ​ ​ ​ 2,479 Stock repurchases ​ ( 89,921 ) ​ ​ ( 9 ) ​ ​ ( 2,881 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 2,890 ) Dividends paid ​ — ​ ​ — ​ ​ — ​ ​ ( 3,923 ) ​ — ​ ​ ( 3,923 ) Balances, October 31, 2022 ​ 6,566,994 ​ $ 657 ​ $ 63,635 ​ $ 179,877 ​ $ ( 21,525 ) ​ $ 222,644 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ ​ — ​ ​ — ​ ​ 4,389 ​ — ​ ​ 4,389 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ 1,321 ​ ​ 1,321 Stock-based compensation expense, net of taxes withheld for vested restricted shares ​ 49,874 ​ ​ 5 ​ ​ 2,381 ​ ​ — ​ — ​ ​ 2,386 Exercise of common stock options ​ 11,559 ​ ​ 1 ​ ​ 269 ​ ​ ​ ​ ​ ​ ​ ​ 270 Stock repurchases, net of excise tax payable ​ ( 166,289 ) ​ ​ ( 17 ) ​ ​ ( 4,620 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 4,637 ) Dividends paid ​ — ​ ​ — ​ ​ — ​ ​ ( 4,142 ) ​ — ​ ​ ( 4,142 ) Balances, October 31, 2023 ​ 6,462,138 ​ $ 646 ​ $ 61,665 ​ $ 180,124 ​ $ ( 20,204 ) ​ $ 222,231 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ ​ 53 ​ ​ HURCO COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation . The consolidated financial statements include the accounts of Hurco Companies, Inc. (an Indiana corporation) and its wholly–owned subsidiaries (“we”, “us”, “our”, “Hurco” or the “Company”). We have a 35 % ownership interest in a Taiwan affiliate that is accounted for using the equity method. Our investment in that affiliate was approximately $ 5.1 million and $ 5.0 million as of October 31, 2023 and 2022, respectively. That investment is included in Investments and other assets, net on the accompanying Consolidated Balance Sheets. Inter-company accounts and transactions have been eliminated. Reclassifications. Certain prior year amounts have been reclassified to conform to the current year presentation. This reclassification has no impact on previously reported net income or shareholders’ equity. Statements of Cash Flows . We consider all highly liquid investments with a stated maturity at the date of purchase of three months or less to be cash equivalents. Cash flows from hedges are classified consistent with the items being hedged. Translation of Foreign Currencies . All balance sheet accounts of non–U.S. subsidiaries are translated at the exchange rate as of the end of the year and translation adjustments of foreign currency balance sheets are recorded as a component of Accumulated other comprehensive loss in shareholders’ equity. Income and expenses are translated at the average exchange rates during the year. Cumulative foreign currency translation adjustments, net of gains related to our net investment hedges, as of October 31, 2023, were a net loss of $ 20.2 million, net of tax, and are included in Accumulated other comprehensive loss. Foreign currency transaction gains and losses are recorded as income or expense as incurred and are recorded in Other expense, net. Hedging. We are exposed to certain market risks relating to our ongoing business operations, including foreign currency risk, interest rate risk and credit risk. We manage our exposure to these and other market risks through regular operating and financing activities. Currently, the only risk that we manage through the use of derivative instruments is foreign currency risk. We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign exchange rate movements on our net equity investment in one of our foreign subsidiaries, and the gross profit and net earnings of certain of our foreign subsidiaries, we enter into derivative financial instruments in the form of foreign exchange forward contracts with a major financial institution. We are primarily exposed to foreign currency exchange rate risk with respect to transactions and net assets denominated in Euros, Pounds Sterling, Indian Rupee, Singapore Dollars, Chinese Yuan, Polish Zloty, and New Taiwan Dollars. 54 ​ ​ We account for derivative instruments as either assets or liabilities and carry them at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributed to the risk being hedged. For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of Accumulated other comprehensive loss in shareholders’ equity and subsequently reclassified into earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately. ​ For derivative instruments that are not designated as accounting hedges under the Derivatives and Hedging Topic of the Financial Accounting Standards Board (the “FASB”), changes in fair value are recognized in earnings in the period of change. We do not hold or issue derivative financial instruments for speculative trading purposes. We only enter into derivatives with one counterparty, which is among one of the largest U.S. banks (ranked by assets), in order to minimize credit risk and, to date, that counterparty has not failed to meet its financial obligations under such contracts. Derivatives Designated as Hedging Instruments We enter into foreign currency forward exchange contracts periodically to hedge certain forecasted inter–company sales and purchases denominated in foreign currencies (the Pound Sterling, Euro, and New Taiwan Dollar). The purpose of these instruments is to mitigate the risk that the U.S. dollar net cash inflows and outflows resulting from sales and purchases denominated in foreign currencies will be adversely affected by changes in exchange rates. These forward contracts have been designated as cash flow hedge instruments, and are recorded in the Consolidated Balance Sheets at fair value in Derivative assets and Derivative liabilities. The effective portion of the gains and losses resulting from the changes in the fair value of these hedge contracts is deferred in Accumulated other comprehensive loss and recognized as an adjustment to Cost of sales and service in the period that the corresponding inventory sold that is the subject of the related hedge contract is recognized, thereby providing an offsetting economic impact against the corresponding change in the U.S. dollar value of the inter–company sale or purchase being hedged. The ineffective portion of gains and losses resulting from the changes in the fair value of these hedge contracts is immediately reported in Other expense, net. We perform quarterly assessments of hedge effectiveness by verifying and documenting the critical terms of the hedge instrument and determining that forecasted transactions have not changed significantly. We also assess on a quarterly basis whether there have been adverse developments regarding the risk of a counterparty default. We had forward contracts outstanding as of October 31, 2023, in Euros, Pounds Sterling, and New Taiwan Dollars with set maturity dates ranging from November 2023 through October 2024 . The contract amount at forward rates in U.S. dollars at October 31, 2023 for Euros and Pounds Sterling was $ 13.2 million and $ 5.0 million, respectively. The contract amount at forward rates in U.S. dollars for New Taiwan Dollars was $ 20.1 million at October 31, 2023. At October 31, 2023, we had approximately $ 1.5 million of losses, net of tax, related to cash flow hedges deferred in Accumulated other comprehensive loss. Of this amount, $ 0.6 million represented unrealized loss, net of tax, related to cash flow hedge instruments that remain subject to currency fluctuation risk. The majority of these deferred losses will be recorded as an adjustment to Cost of sales and service in periods through October 2024, in which the corresponding inventory that is the subject of the related hedge contract is sold, as described above. 55 ​ ​ We are exposed to foreign currency exchange risk related to our investment in net assets in foreign countries. To manage this risk, we entered into a forward contract with a notional amount of € 3.0 million in November 2022. 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, net of tax, in Accumulated other comprehensive loss in the same manner as the underlying hedged net assets. This forward contract matured in November 2023 , and we entered into a new forward contract for the same notional amount that is set to mature in November 2024 . As of October 31, 2023, we had a realized gain of $ 1.3 million and an unrealized loss of $ 0.1 million, net of tax, recorded as cumulative translation adjustments in Accumulated other comprehensive loss, related to these forward contracts. Derivatives Not Designated as Hedging Instruments We enter into foreign currency forward exchange contracts to protect against the effects of foreign currency fluctuations on inter-company receivables and payables denominated in foreign currencies. These derivative instruments are not designated as hedges under FASB guidance and, as a result, changes in their fair value are reported currently as Other expense, net in the Consolidated Statements of Operations consistent with the transaction gain or loss on the related inter-company receivables, payables and loans denominated in foreign currencies. We had forward contracts outstanding as of October 31, 2023, in Euros, Pounds Sterling, and New Taiwan Dollars with set maturity dates ranging from November 2023 through March 2024 . The contract amounts at forward rates in U.S. dollars at October 31, 2023 for Euros and Pounds Sterling totaled $ 17.9 million. The contract amount at forward rates in U.S. dollars for New Taiwan Dollars was $ 35.7 million at October 31, 2023. Fair Value of Derivative Instruments We recognize the fair value of derivative instruments as assets and liabilities on a gross basis on our Consolidated Balance Sheets. As of October 31, 2023 and October 31, 2022, all derivative instruments were recorded at fair value on our Consolidated Balance Sheets as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ Balance Sheet ​ Fair ​ Balance Sheet ​ Fair Derivatives Location Value Location Value Designated as Hedging Instruments: ​ ​ ​ ​ ​ ​ Foreign exchange forward contracts ​ Derivative assets ​ $ 363 ​ Derivative assets ​ $ 2,273 Foreign exchange forward contracts ​ Derivative liabilities ​ $ 1,232 ​ Derivative liabilities ​ $ 2,891 ​ ​ ​ ​ ​ ​ ​ ​ Not Designated as Hedging Instruments: ​ ​ ​ ​ ​ ​ ​ ​ Foreign exchange forward contracts ​ Derivative assets ​ $ 377 ​ Derivative assets ​ $ 242 Foreign exchange forward contracts ​ Derivative liabilities ​ $ 589 ​ Derivative liabilities ​ $ 741 ​ 56 ​ ​ Effect of Derivative Instruments on the Consolidated Balance Sheets, Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Operations Derivative instruments had the following effects on our Consolidated Balance Sheets, Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Operations, net of tax, during the fiscal years ended October 31, 2023, 2022, and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Location of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Gain (Loss) ​ Gain (Loss) ​ Amount of Gain (Loss) ​ ​ Recognized in ​ Reclassified ​ Reclassified from ​ ​ Other Comprehensive ​ From Other ​ Other Comprehensive ​ ​ Income (Loss) ​ Comprehensive ​ Income (Loss) Derivatives 2023 2022 2021 Income (Loss) 2023 2022 2021 Designated as Hedging Instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Effective Portion) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign exchange forward contracts – Intercompany sales/purchases ​ $ ( 1,465 ) ​ $ ( 384 ) ​ $ ( 477 ) ​ Cost of sales and service ​ $ 488 $ ( 191 ) ​ $ 679 Foreign exchange forward contract – Net investment ​ $ ( 99 ) ​ $ 401 ​ $ 43 ​ ​ ​ ​ ​ ​ ​ We did no t recognize any gains or losses as a result of hedges deemed ineffective during fiscal years ended October 31, 2023, 2022, and 2021. We recognized the following gains and losses in our Consolidated Statements of Operations during the fiscal years ended October 31, 2023, 2022, and 2021 on derivative instruments not designated as hedging instruments (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Gain (Loss) ​ ​ Location of Gain (Loss) ​ Recognized in Operations Derivatives Recognized in Operations 2023 2022 2021 Not Designated as Hedging Instruments: ​ ​ ​ ​ Foreign exchange forward contracts Other expense, net ​ $ ( 3,112 ) $ 2,374 ​ $ ( 313 ) ​ 57 ​ ​ The following table presents the changes in the components of Accumulated other comprehensive loss, net of tax, for the fiscal years ended October 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ Cash ​ ​ ​ ​ ​ Currency ​ Flow ​ ​ ​ ​ Translation Hedges Total Balance, October 31, 2021 ​ $ ( 1,668 ) $ ( 73 ) ​ $ ( 1,741 ) Other comprehensive income (loss) before reclassifications ​ ( 19,591 ) ​ ( 384 ) ​ ( 19,975 ) Reclassifications ​ — ​ 191 ​ 191 Balance, October 31, 2022 ​ $ ( 21,259 ) $ ( 266 ) ​ $ ( 21,525 ) Other comprehensive income (loss) before reclassifications ​ 3,274 ​ ( 1,465 ) ​ 1,809 Reclassifications ​ — ​ ( 488 ) ​ ( 488 ) Balance, October 31, 2023 ​ $ ( 17,985 ) $ ( 2,219 ) ​ $ ( 20,204 ) ​ Inventories . Inventories are stated at the lower of cost or net realizable value, with cost determined using the first–in, first–out method. Provisions are made to reduce excess or obsolete inventories to their estimated realizable value. Property and Equipment . Property and equipment are carried at cost. Depreciation and amortization of assets are provided primarily under the straight–line method over the shorter of the estimated useful lives or the lease terms as follows: ​ ​ ​ ​ ​ Number of Years Land Indefinite Building 40 Machines 7 – 10 Shop and office equipment 3 – 7 Building & leasehold improvements 3 – 40 ​ Total depreciation and amortization expense recognized for property and equipment was $ 2.3 million for fiscal year 2023, $ 2.3 million for fiscal year 2022, and $ 2.5 million for fiscal year 2021. 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. 58 ​ ​ 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 FASB guidance codified in Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, we have defined contracts as agreements with our customers and distributors in the form of purchase orders, packing or shipping documents, invoices, and, periodically, verbal requests for components and accessories. For each contract, we identify our performance obligations, which are delivering goods or services, determine the transaction price, allocate the contract transaction price to each of the performance obligations (when applicable), and recognize the revenue when (or as) the performance obligation to the customer is fulfilled. A good or service is transferred when the customer obtains control of that good or service. Our computerized machine tools are general purpose computer-controlled machine tools that are typically used in stand–alone operations. Prior to shipment, we test each machine to ensure the machine’s compliance with standard operating specifications. We deem that the customer obtains control upon delivery of the product and that obtaining control is not contingent upon contractual customer acceptance. Therefore, we recognize revenue from sales of our machine tool systems upon delivery of the product to the customer or distributor, which is normally at the time of shipment. Depending upon geographic location, after shipment, a machine may be installed at the customer’s facility by a distributor, independent contractor, or by one of our service technicians. In most instances where a machine is sold through a distributor, we have no installation involvement. If sales are direct or through sales agents, we will typically complete the machine installation, which consists of the reassembly of certain parts that were removed for shipping and the re-testing of the machine to ensure that it is performing within the standard specifications. We consider the machine installation process for our three-axis machines to be inconsequential and immaterial within the context of the contract. For our five-axis machines and automation systems that we install, we estimate the fair value of the installation performance obligation and recognize that installation revenue 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. Allowance for Doubtful Accounts . The allowance for doubtful accounts is based on our best estimate of probable credit issues and historical experience. We perform credit evaluations of the financial condition of our customers. No collateral is required for sales made on open account terms. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising our customer base and their dispersion across many geographic areas. We consider trade accounts receivable to be past due when payment is not made by the due date as specified on the customer invoice, and we charge off uncollectible balances when all reasonable collection efforts have been exhausted. 59 ​ ​ Product Warranty . Expected future product warranty claims are recorded to expense when the product is sold. Product warranty estimates are established using historical information about the nature, frequency, and average cost of warranty claims. Warranty claims are influenced by factors such as new product introductions, technological developments, the competitive environment, and the costs of component parts. Actual payments for warranty claims could differ from the amounts estimated, requiring adjustments to the liabilities in future periods. See Note 11 of these Notes to Consolidated Financial Statements for further discussion of warranties. Research and Development Costs. The costs associated with research and development programs for new products and significant product improvements, other than software development costs, which are eligible for capitalization per FASB guidance, are expensed as incurred and are included in Selling, general, and administrative expenses. Research and development expenses totaled $ 4.2 million, $ 3.4 million, and $ 3.2 million, in fiscal years 2023, 2022, and 2021, respectively. Software Development Costs. We sell software products that are essential to our machine tools. Costs incurred to develop computer software products and significant enhancements to software features of existing products to be sold or otherwise marketed are capitalized, after technological feasibility is established. Software development costs are amortized on a straight–line basis over the estimated product life of the related software, which ranges from three to five years . We capitalized costs related to software development projects of $ 1.3 million in fiscal year 2023, $ 1.1 million in fiscal year 2022, and $ 1.1 million in fiscal year 2021. Amortization expense for software development costs was $ 1.6 million, $ 1.3 million, and $ 1.4 million for the fiscal years ended October 31, 2023, 2022, and 2021, respectively. Accumulated amortization at October 31, 2023 and 2022 was $ 25.3 million and $ 23.7 million, respectively. Estimated amortization expense for the remaining unamortized software development costs for the fiscal years ending October 31, is as follows (in thousands): ​ ​ ​ ​ ​ Fiscal Year Amortization Expense 2024 $ 1,738 2025 ​ 1,456 2026 ​ 1,186 2027 ​ 1,022 2028 and thereafter ​ 1,628 ​ Goodwill and Intangible Assets. Goodwill and indefinite-lived intangibles arising from a business combination are not amortized and charged to expense over time. Instead, goodwill and indefinite-lived intangibles must be reviewed for impairment annually as of the last day of our third fiscal quarter, or more frequently, if circumstances arise indicating potential impairment. For goodwill, if the carrying amount of the reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss is recognized for that excess, but only to the extent of the goodwill amount allocated to that reporting unit. We had no goodwill as of October 31, 2023. ​ For indefinite-lived intangible assets, if the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to that excess. Intangible assets that are determined to have a finite life are amortized over their estimated useful lives and are also subject to review for impairment if indicators of impairment are identified. There were no impairments recognized with respect to the carrying value of intangible assets for the years ended October 31, 2023, 2022, or 2021. 60 ​ ​ As of October 31, 2023, the balances of intangible assets, other than goodwill, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Amortization ​ Intangible ​ Accumulated ​ Net Intangible ​ Period Assets Amortization Assets Tradenames and trademarks indefinite ​ $ 177 $ — ​ $ 177 Tradenames and trademarks 14 years ​ 742 ​ ( 324 ) ​ 418 Customer relationships 15 years ​ 369 ​ ( 270 ) ​ 99 Technology 13 years ​ 647 ​ ( 514 ) ​ 133 Noncompete ​ 5 years ​ ​ 580 ​ ​ ( 493 ) ​ ​ 87 Patents 6 years ​ 2,973 ​ ( 2,909 ) ​ 64 Other 8 years ​ 392 ​ ( 376 ) ​ 16 Total ​ ​ $ 5,880 $ ( 4,886 ) ​ $ 994 ​ As of October 31, 2022, the balances of intangible assets, other than goodwill, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Amortization ​ Intangible ​ Accumulated ​ Net Intangible ​ Period Assets Amortization Assets Tradenames and trademarks indefinite ​ $ 177 $ — ​ $ 177 Tradenames and trademarks 14 years ​ 728 ​ ( 261 ) ​ 467 Customer relationships 15 years ​ 367 ​ ( 243 ) ​ 124 Technology 13 years ​ 605 ​ ( 434 ) ​ 171 Noncompete ​ 5 years ​ ​ 580 ​ ​ ( 377 ) ​ ​ 203 Patents 6 years ​ 2,972 ​ ( 2,884 ) ​ 88 Other 8 years ​ 387 ​ ( 371 ) ​ 16 Total ​ ​ $ 5,816 $ ( 4,570 ) ​ $ 1,246 ​ Intangible asset amortization expense was $ 271,000 , $ 272,000 , and $ 273,000 for fiscal years 2023, 2022, and 2021, respectively. Annual intangible asset amortization expense for the next five years is estimated to be $ 235,000 for fiscal year 2024, $ 141,000 for fiscal year 2025, $ 109,000 for fiscal year 2026, $ 45,000 for fiscal year 2027, and $ 45,000 for fiscal year 2028. 61 ​ ​ Impairment of Long–Lived Assets. Annually, or when there are indicators of impairment, we evaluate the carrying value of long–lived assets to be held and used, including property and equipment, software development costs, and intangible assets, including goodwill, when events or circumstances warrant such a review. The carrying value of a long-lived asset (or group of assets) to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset (or group of assets) are less than the carrying value of the asset (or group of assets). We determined that we have a single asset group due to the interdependent nature of our operations. We estimated the cash flows during the remaining useful life of the primary asset, and our undiscounted cash flow was in excess of the book value of our single asset group. Based on that review, there was no impairment indications for our long-lived assets for the period ended October 31, 2023. Therefore, there were no impairments recognized with respect to the carrying values of long-lived assets for the years ended October 31, 2023, 2022, or 2021. Earnings Per Share. Basic earnings per share is calculated by dividing net income (loss) by the weighted–average number of common shares actually outstanding during the period. Diluted earnings per share assumes the issuance of additional shares of common stock upon exercise of all outstanding stock options and contingently issuable securities if the effect is dilutive, in accordance with the treasury stock method discussed in FASB guidance on “Earnings Per Share.” The following table presents a reconciliation of our basic and diluted earnings per share computation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended October 31, ​ ​ 2023 ​ 2022 ​ 2021 (in thousands, except per share amounts) Basic Diluted Basic Diluted Basic Diluted Net income ​ $ 4,389 ​ $ 4,389 ​ $ 8,226 ​ $ 8,226 ​ $ 6,764 ​ $ 6,764 Undistributed earnings allocated to participating shares ​ ( 61 ) ​ ( 61 ) ​ ( 97 ) ​ ( 97 ) ​ ( 76 ) ​ ( 76 ) Net income applicable to common shareholders ​ $ 4,328 ​ $ 4,328 ​ $ 8,129 ​ $ 8,129 ​ $ 6,688 ​ $ 6,688 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 6,499 ​ 6,499 ​ 6,580 ​ 6,580 ​ 6,595 ​ 6,595 Stock options and contingently issuable securities ​ — ​ 29 ​ — ​ 52 ​ — ​ 13 ​ ​ 6,499 ​ 6,528 ​ 6,580 ​ 6,632 ​ 6,595 ​ 6,608 Income per share ​ $ 0.67 ​ $ 0.66 ​ $ 1.24 ​ $ 1.23 ​ $ 1.01 ​ $ 1.01 ​ Income Taxes – We account for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities are measured using enacted income tax rates in each jurisdiction in effect for the year in which the temporary differences are expected to be recovered or settled. These deferred tax assets are reduced by a valuation allowance, which is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Net deferred tax assets and liabilities are classified as non-current in the consolidated financial statements. Our judgment regarding the realization of deferred tax assets may change due to future profitability and market conditions, changes in U.S. or foreign tax laws and other factors. These changes, if any, may require material adjustments to these deferred tax assets and an accompanying reduction or increase in net income in the period when such determinations are made. 62 ​ ​ The determination of our provision for income taxes requires judgment, the use of estimates, and the interpretation and application of complex federal, state and foreign tax laws. Our provision for income taxes reflects a combination of income earned and taxed at the federal and state level in the U.S., as well as in various foreign jurisdictions. In addition to the risks to the effective tax rate described above, the future effective tax rate reflected in forward–looking statements is based on currently effective tax laws. Significant changes in those laws could materially affect these estimates. We operate in multiple jurisdictions through wholly-owned subsidiaries, and our global structure is complex. The estimates of our uncertain tax positions involve judgments and assessment of the potential tax implications. We recognize uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination by relevant taxing authorities, based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Our tax positions are subject to audit by taxing authorities across multiple global jurisdictions, and the resolution of such audits may span multiple years. Tax law is complex and often subject to varied interpretations. Accordingly, the ultimate outcome with respect to taxes we may owe may differ from the amounts recognized. Stock Compensation. We account for share–based compensation according to FASB guidance relating to share-based payments, which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors based on estimated fair values on the grant date. This guidance requires that we estimate the fair value of share-based awards on the date of grant and recognize as expense the value of the portion of the award that is ultimately expected to vest over the requisite service period. Estimates. The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires us to make estimates and assumptions that affect the reported amounts presented and disclosed in our consolidated financial statements. Significant estimates and assumptions in these consolidated financial statements require the exercise of judgment and are used for, but not limited to, allowance for doubtful accounts, estimates of future cash flows and other assumptions associated with goodwill, intangible and long–lived asset impairment tests, inventory reserves, product warranties, income taxes and deferred tax valuation allowances, capitalized software development costs, derivative instruments, stock compensation, and contingencies. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be different from these estimates. ​ 2. BUSINESS OPERATIONS Nature of Business . We design, manufacture, and sell computerized CNC machine tools, computer control systems and software products, 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, to companies in the metal cutting industry through a worldwide sales, service, and distribution network. The machine tool industry is highly cyclical and changes in demand can occur abruptly in the geographic markets we serve. As a result of this cyclicality, we have experienced significant fluctuations in our sales, which, in periods of reduced demand, have adversely affected our results of operations and financial condition. 63 ​ ​ The end market for our products consists primarily of precision tool, die and mold manufacturers, independent job shops, and specialized short–run production applications within large manufacturing operations. Industries served include: aerospace, defense, medical equipment, energy, automotive/transportation, electronics, and computer industries. Our products are sold principally through approximately 180 independent agents and distributors throughout the Americas, Europe and Asia. We also have our own direct sales and service organizations in China, the Czech Republic, France, Germany, India, Italy, the Netherlands, Poland, Singapore, Taiwan, the United Kingdom, and certain areas of the United States. We operate in the industrial equipment industry and have a global footprint that subjects us to various business risks in many different countries. During fiscal years 2021 through 2023, our operating results were adversely affected by the international business disruptions due to the economic slowdown in Europe, political friction in the U.S. and many other regions of the world, geopolitical tensions, conflicts, wars in Europe and Asia, competitive labor markets, vendor delays, transportation issues, unusually high inflation, volatility of foreign currencies, and the COVID-19 pandemic. Because of the potential for extended vulnerability due to these and other factors, we have closely evaluated the estimates we have made in preparing the financial statements as of October 31, 2023, with the understanding that these estimates could change in the near term. We will continue to evaluate and disclose any uncertainty associated with key assumptions underlying fair value estimates, trends, and uncertainties that have had, or are reasonably expected to have, a material effect on our consolidated financial position, results of operations, changes in shareholders' equity, and cash flows for and at the end of each interim period. ​ Credit Risk . We sell products to customers located throughout the world. We perform ongoing credit evaluations of customers and generally do not require collateral. Allowances are maintained for potential credit losses. Concentration of credit risk with respect to trade accounts receivable is limited due to the large number of customers and their dispersion across many geographic areas. Although a significant amount of trade receivables are with distributors primarily located in the United States, no single distributor or region represents a significant concentration of credit risk. Manufacturing Risk. At present, our wholly–owned subsidiaries, Hurco Manufacturing Limited (“HML”), Ningbo Hurco Machine Tool Co., Ltd. (“NHML”), and Milltronics USA, Inc. (“Milltronics”) produce the vast majority of our machine tools for all three brands, Hurco, Milltronics, and Takumi. In addition, we manufacture electro–mechanical components and accessories for machine tools through our wholly–owned subsidiary, LCM. HML, NHML, Milltronics, and LCM manufacture their products in Taiwan, China, the U.S., and Italy, respectively. Any interruption in manufacturing at any of these locations would have an adverse effect on our financial operating results. Interruption in manufacturing at one of these locations could result from a change in the political environment, such as conflicts or wars; trade wars, blockages, embargoes, or tariffs; or a natural disaster, such as an earthquake, typhoon, or tsunami. Any interruption with one of our other third-party key suppliers may also have an adverse effect on our operating results and our financial condition. ​ 64 ​ ​ 3. INVENTORIES Inventories as of October 31, 2023 and 2022 are summarized below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 31, October 31, ​ ​ 2023 ​ 2022 ​ Purchased parts and sub–assemblies ​ $ 37,161 $ 43,363 ​ Work–in–process ​ 16,217 ​ 16,539 ​ Finished goods ​ 104,574 ​ 96,305 ​ ​ ​ $ 157,952 $ 156,207 ​ ​ Finished goods inventory consigned to our distributors and agents throughout the Americas, Europe, and Asia was $ 9.6 million and $ 10.9 million as of October 31, 2023 and 2022, respectively. ​ 4. CREDIT AGREEMENTS AND BORROWINGS ​ On December 31, 2018, we and our subsidiary Hurco B.V. entered into a credit agreement with Bank of America, N.A., as the lender, which was subsequently amended on each of March 13, 2020, December 23, 2020, December 17, 2021, January 4, 2023, and December 19, 2023 (as amended, the “2018 Credit Agreement”). The 2018 Credit Agreement provides for an unsecured revolving credit and letter of credit facility in a maximum aggregate amount of $ 40.0 million. The 2018 Credit Agreement provides that the maximum amount of outstanding letters of credit at any one time may not exceed $ 10.0 million, the maximum amount of outstanding loans made to our subsidiary Hurco B.V. at any one time may not exceed $ 20.0 million, and the maximum amount of all outstanding loans denominated in alternative currencies at any one time may not exceed $ 20.0 million. Under the 2018 Credit Agreement, we and Hurco B.V. are borrowers, and certain of our other subsidiaries are guarantors. The scheduled maturity date of the 2018 Credit Agreement is December 31, 2025 . ​ Borrowings under the 2018 Credit Agreement bear interest at floating rates based on, at our option, either (i) a rate based upon the secured overnight financing rate (“SOFR”), the Sterling Overnight Index Average Reference Rate, the Euro Interbank Offering Rate, or another alternative currency-based rate approved by the lender, depending on the term of the loan and the currency in which such loan is denominated, plus 1.00 % per annum, or (ii) a base rate (which is the highest of (a) the federal funds rate plus 0.50 % , (b) the prime rate or (c) the one month SOFR-based rate plus 1.00 % ), plus 0.00 % per annum. Outstanding letters of credit will carry an annual rate of 1.00 % . ​ The 2018 Credit Agreement contains customary affirmative and negative covenants and events of default, including covenants (1) restricting us from making certain investments, loans, advances and acquisitions (but permitting us to make investments in subsidiaries of up to $ 10.0 million); (2) restricting us from making certain payments, including (a) cash dividends, except that we may pay cash dividends as long as immediately before and after giving effect to such payment, the sum of the unused amount of the commitments under the 2018 Credit Agreement plus our cash on hand is not less than $ 10.0 million, and as long as we are not in default before and after giving effect to such dividend payments and (b) payments made to repurchase shares of our common stock, except that we may repurchase shares of our common stock as long as we are not in default before and after giving effect to such repurchases and the aggregate amount of payments made by us for all such repurchases during any fiscal year does not exceed $ 25.0 million; (3) requiring that we maintain a minimum working capital of $ 125.0 million; and (4) requiring that we maintain a minimum tangible net worth of $ 176.5 million. We may use the proceeds from advances under the 2018 Credit Agreement for general corporate purposes. 65 ​ ​ In March 2019, our wholly-owned subsidiaries in Taiwan, HML, and China, NHML, closed on uncommitted revolving credit facilities with maximum aggregate amounts of 150 million New Taiwan Dollars and 32.5 million Chinese Yuan, respectively. As uncommitted facilities, both the Taiwan and China credit facilities are subject to review and termination by the respective underlying lending institution from time to time. In February and December 2023, NHML and HML, respectively, renewed the above-referenced credit facilities on substantially similar terms and identical maximum aggregate limits. ​ As a result, as of October 31, 2023, our existing credit facilities consisted of a € 1.5 million revolving credit facility in Germany, the 150 million New Taiwan Dollars Taiwan credit facility, the 32.5 million Chinese Yuan China credit facility, and the $ 40.0 million revolving credit facility under the 2018 Credit Agreement. ​ As of October 31, 2023, there were no borrowings under any of our credit facilities and there was $ 50.6 million of available borrowing capacity thereunder. ​ 5. FINANCIAL INSTRUMENTS Estimated Fair Value of Financial Instruments FASB fair value guidance establishes a three–tier fair value hierarchy, which categorizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying amounts for cash and cash equivalents approximate their fair values due to the short maturity of these instruments, and such instruments meet the Level 1 criteria of the three–tier fair value hierarchy discussed above. The carrying amount of short-term debt approximates fair value due to the variable rate of interest and the short-term nature of the instrument. In accordance with this guidance, the following table represents the fair value hierarchy for our financial assets and liabilities measured at fair value as of October 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ Liabilities ​ ​ October 31, ​ October 31, ​ October 31, ​ October 31, ​ 2023 2022 2023 2022 Level 1 ​ ​ ​ ​ ​ ​ ​ Deferred compensation ​ $ 2,217 $ 1,996 $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 2 ​ ​ Derivatives ​ $ 740 $ 2,515 $ 1,821 ​ $ 3,632 ​ Recurring Fair Value Measurements 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. 66 ​ ​ Included as 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 consolidated financial statements at fair value. We have derivative financial instruments in the form of foreign currency forward exchange contracts as described in Note 1 of Notes to Consolidated Financial Statements. The U.S. dollar equivalent notional amount of these contracts was $ 97.8 million and $ 102.8 million at October 31, 2023 and 2022, respectively. The fair value of the foreign currency forward exchange contracts and the related currency positions are subject to offsetting market risk resulting from foreign currency exchange rate volatility. The counterparty to the forward exchange contract is a substantial and creditworthy financial institution. We do not consider either the risk of counterparty non–performance or the economic consequences of counterparty non–performance to be material risks. ​ 6 . INCOME TAXES We utilize the asset and liability method of accounting for income taxes. Under this method, the provision (benefit) for income taxes represents income taxes payable or refundable for the current year plus the change in deferred taxes during the year. ​ The Inflation Reduction Act of 2022 (the “Inflation Reduction Act” or “IRA”) was signed into law on August 16, 2022. The IRA provides investment in clean energy, promotes reductions in carbon emissions, and extends select Affordable Care Act premium reductions. The IRA is paid for through the implementation of a 15 percent corporate minimum tax on corporations with over $1 billion of financial statement income, budget increases for the Internal Revenue Service, an excise tax on stock repurchases, and changes to Medicare rules. The Company does not currently expect that the Inflation Reduction Act will have a material impact on its income taxes. ​ In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020. The CARES Act, among other things, included tax provisions that we applied relating to refundable payroll tax credits, the deferral of employer’s social security payments, and modifications to net operating loss carryback provisions. We filed the net operating loss carryback claims during the fourth quarter of fiscal year 2021 and received $ 5.4 million in tax refunds during fiscal year 2022. On December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”), which includes the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act and the American Rescue Plan Act of 2021, was signed into law and provided further COVID-19 economic relief with an expansion of the employee retention credit. As a result, we recorded operating income of $ 2.9 million related to the employee retention credit during fiscal year 2021. We did not qualify for the employee retention credit in fiscal years 2022 or 2023. ​ 67 ​ ​ In the fiscal years set forth below, the provision (benefit) for income taxes consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended October 31, ​ 2023 2022 2021 Current: ​ ​ ​ ​ U.S. taxes ​ $ ( 431 ) $ 1,092 ​ $ 1,763 Foreign taxes ​ 2,775 ​ 3,191 ​ 1,706 ​ ​ 2,344 ​ 4,283 ​ 3,469 Deferred: ​ ​ ​ ​ ​ ​ U.S. taxes ​ 104 ​ ( 933 ) ​ 66 Foreign taxes ​ ( 83 ) ​ 302 ​ ( 178 ) ​ ​ 21 ​ ( 631 ) ​ ( 112 ) ​ ​ $ 2,365 $ 3,652 ​ $ 3,357 ​ The components of income (loss) before taxes are (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended October 31, ​ 2023 2022 2021 Income (loss) before income taxes: ​ ​ ​ Domestic ​ $ ( 3,259 ) $ ( 232 ) $ 4,340 Foreign ​ 10,013 12,110 5,781 ​ ​ $ 6,754 $ 11,878 $ 10,121 ​ A comparison of income tax expense at the U.S. statutory rate to our effective tax rate is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended October 31, ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ U.S. statutory rate ​ 21 % 21 % 21 % Effect of tax rate of international jurisdictions different than U.S. statutory rates ​ 6 % 4 % 4 % Valuation allowance ​ 2 % 3 % — % State taxes ​ ( 1 ) % 1 % 1 % Tax credits ​ — % 1 % — % U.S. benefit of foreign intangible income ​ ​ — % ​ ( 3 ) % ​ ( 1 ) % Impact of CARES act ​ ​ — % ​ — % ​ 5 % Stock-based compensation ​ ​ 6 % ​ 4 % ​ 4 % Other ​ 1 % — % ( 1 ) % Effective tax rate ​ 35 % 31 % 33 % ​ The Tax Reform Act enacted on December 22, 2017, made comprehensive changes to U.S. federal income tax laws by moving from a global to a modified territorial tax regime. As a result, cash repatriated to the U.S. is generally no longer subject to U.S federal income tax. As of October 31, 2023, the undistributed earnings of our foreign subsidiaries are expected to be permanently reinvested and retained for continuing operations. Accordingly, we did not accrue any withholding taxes on the undistributed earnings of our foreign subsidiaries, consistent with the position adopted on January 1, 2018. ​ ​ 68 ​ ​ Deferred income taxes are determined based on the difference between the amounts used for financial reporting purposes and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred taxes are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Net deferred tax assets and liabilities are classified as non-current in the consolidated financial statements. ​ As of October 31, 2023, we had deferred tax assets established for accumulated net operating loss carryforwards of $ 2.2 million, primarily related to state and foreign jurisdictions. We also have deferred tax assets for tax credits of $ 0.7 million. We established a valuation allowance against some of these carryforwards due to the uncertainty of their full realization. As of each of October 31, 2023, and 2022, the balance of this valuation allowance was $ 1.8 million. ​ Significant components of our deferred tax assets and liabilities at October 31, 2023 and 2022 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ October 31, ​ 2023 2022 Deferred Tax Assets: ​ ​ Accrued inventory reserves ​ $ 1,580 $ 1,329 Accrued warranty expenses ​ 241 ​ 270 Compensation related expenses ​ 2,222 ​ 2,495 Net derivative gain ​ ​ 683 ​ ​ 98 Unrealized exchange gain ​ — ​ 117 Other accrued expenses ​ 344 ​ 318 Net operating loss carryforwards ​ 2,249 ​ 1,449 Other credit carryforwards ​ 712 ​ 703 Operating lease liabilities ​ ​ 2,818 ​ ​ 2,023 Goodwill and intangibles ​ ​ 798 ​ ​ 831 Other ​ 131 ​ 171 ​ ​ 11,778 ​ 9,804 Less: Valuation allowance – net operating loss and other credit carryforwards ​ ( 1,810 ) ​ ( 1,754 ) Deferred tax assets ​ 9,968 ​ 8,050 ​ ​ ​ ​ ​ Deferred Tax Liabilities: ​ ​ ​ ​ Unrealized exchange loss ​ ( 159 ) ​ — Property and equipment and capitalized software development costs ​ ( 1,915 ) ​ ( 2,394 ) Operating lease - right of use assets ​ ​ ( 2,731 ) ​ ​ ( 1,960 ) Other ​ ( 497 ) ​ ( 321 ) Net deferred tax assets ​ $ 4,666 $ 3,375 ​ As of October 31, 2023, we had net operating loss carryforwards for international and U.S. income tax purposes of $ 14.3 million, of which $ 4.4 million will expire within 5 years beginning in fiscal 2024 and $ 7.6 million are U.S. and state net operating losses which will expire between 5 and 20 years . The remaining $ 2.3 million in net operating losses will be carried forward indefinitely based on current international tax laws. We also had tax credits of $ 0.7 million which will expire between years 2024 and 2033 . A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding the related accrual for interest or penalties, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 69 ​ ​ ​ 2023 2022 2021 Balance, beginning of year ​ $ 138 $ 167 ​ $ 168 Additions based on tax positions related to the current year ​ — ​ 21 ​ 74 Additions (reductions) related to prior year tax positions ​ — ​ — ​ — Reductions due to statute expiration ​ — ​ ( 50 ) ​ ( 75 ) Balance, end of year ​ $ 138 $ 138 ​ $ 167 ​ The entire balance of the unrecognized tax benefits and related interest on October 31, 2023, if recognized, could affect the effective tax rate in future periods. ​ We recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. As of October 31, 2023, the amount of interest accrued, reported in other liabilities, was approximately $ 44,000 which did not include the federal tax benefit of interest deductions. The statute of limitations with respect to unrecognized tax benefits will expire between August 2024 and August 2025 . ​ We file U.S. federal and state income tax returns, as well as tax returns in applicable foreign jurisdictions. Currently, our subsidiary in Taiwan is under income tax audit for fiscal years 2021 through 2022. ​ A summary of open tax years by major jurisdiction is presented below: ​ ​ ​ ​ United States federal ​ Fiscal 2014 through the current period United Kingdom ​ Fiscal 2017 through the current period Taiwan ​ Fiscal 2018 through the current period Germany¹ ​ Fiscal 2022 through the current period ¹ Includes federal as well as state, provincial or similar local jurisdictions, as applicable. ​ 7. EMPLOYEE BENEFITS We have defined contribution plans that include a majority of our U.S. employees, under which our matching contributions are primarily discretionary. The purpose of these plans is generally to provide additional financial security during retirement by providing employees with an incentive to save throughout their employment. Our contributions and related expense totaled $ 1.4 million, $ 1.3 million, and $ 1.2 million, for the fiscal years ended October 31, 2023, 2022, and 2021, respectively. 70 ​ ​ ​ 8 . STOCK–BASED COMPENSATION ​ In March 2016, we adopted the Hurco Companies, Inc. 2016 Equity Incentive Plan (as amended, the “2016 Equity Plan”), which allows us to grant awards of stock options, stock appreciation rights, restricted stock, stock units and other stock–based awards. The 2016 Equity Plan replaced the Hurco Companies, Inc. 2008 Equity Incentive Plan (the “2008 Equity Plan”) and is the only active plan under which equity awards may be made by us to our employees and non–employee directors. No further awards will be made under our 2008 Equity Plan. The total number of shares of our common stock that may be issued pursuant to awards under the 2016 Equity Plan initially was 856,048 , which included 386,048 shares that remained available for future grants under the 2008 Equity Plan as of March 10, 2016, the date our shareholders approved the 2016 Equity Plan. On March 10, 2022, our shareholders approved the Amended and Restated Hurco Companies, Inc. 2016 Equity Incentive Plan, which, among other items, increased the aggregate number of shares that may be issued under the 2016 Equity Plan by 850,000 shares. ​ The Compensation Committee of our Board of Directors has the authority to determine the officers, directors and key employees who will be granted awards under the 2016 Equity Plan; designate the number of shares subject to each award; determine the terms and conditions upon which awards will be granted; and prescribe the form and terms of award agreements. We have granted restricted shares and performance units under the 2016 Equity Plan that are currently outstanding. We previously granted stock options under the 2008 Equity Plan; none of which remained outstanding as of October 31, 2023. 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 the status of the stock options as of October 31, 2023, 2022, and 2021, and the related activity for the year is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Under ​ Weighted Average Grant ​ Option Date Fair Value Balance October 31, 2020 33,307 ​ $ 22.09 Granted — ​ — Cancelled — ​ — Expired — ​ — Exercised ( 16,311 ) ​ $ 21.45 Balance October 31, 2021 16,996 ​ $ 22.71 Granted — ​ — Cancelled — ​ — Expired — ​ — Exercised ( 5,437 ) ​ ​ 21.45 Balance October 31, 2022 11,559 ​ $ 23.30 Granted — ​ — Cancelled — ​ — Expired — ​ — Exercised ( 11,559 ) ​ ​ 23.30 Balance October 31, 2023 — ​ $ — ​ The total intrinsic value of stock options exercised during the twelve months ended October 31, 2023, 2022, and 2021, was approximately $ 0 , $ 9,000 , and $ 179,000 , respectively. 71 ​ ​ As of October 31, 2023, no stock options remained outstanding. ​ On March 9, 2023, the Compensation Committee granted a total of 17,226 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 $ 27.86 per share. On January 3, 2023, the Compensation Committee approved a long-term incentive compensation arrangement for our executive officers in the form of time-based restricted shares and performance stock units (“PSUs”) under the 2016 Equity Plan, which will be payable in shares of our common stock if earned and vested. The awards were approximately 25 % time-based vesting and approximately 75 % performance-based vesting. The three-year performance period for the PSUs is fiscal year 2023 through fiscal year 2025. On that date, the Compensation Committee granted a total of 29,376 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 $ 26.38 per share. On January 3, 2023, the Compensation Committee also granted a total target number of 47,003 PSUs to our executive officers designated as “PSU – NI”. These PSUs were weighted as approximately 40 % of the overall 2023 executive long-term incentive compensation arrangement and will vest and be paid based upon the achievement of pre-established goals related to our average net income over the three-year period of fiscal 2023-2025. Participants will have the ability to earn between 50 % of the target number of the PSUs – NI for achieving threshold performance and 200 % of the target number of the PSUs – NI for achieving maximum performance. The grant date fair value of the PSUs – NI was based on the closing sales price of our common stock on grant date, which was $ 26.38 per PSU. On January 3, 2023, the Compensation Committee also granted a total target number of 41,126 PSUs to our executive officers designated as “PSU –FCF”. These PSUs were weighted as approximately 35 % of the overall 2023 executive long-term incentive compensation arrangement and will vest and be paid based upon the achievement of pre-established goals related to our average free cash flow over the three-year period of fiscal 2023-2025. Participants will have the ability to earn between 50 % of the target number of the PSUs – FCF for achieving threshold performance and 200 % of the target number of the PSUs – FCF for achieving maximum performance. The grant date fair value of the PSUs – FCF was based on the closing sales price of our common stock on the grant date, which was $ 26.38 per PSU. On November 9, 2022, the Compensation Committee granted a total of 12,223 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 $ 24.53 per share. ​ On March 10, 2022, the Compensation Committee granted a total of 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 $ 34.49 per share. ​ 72 ​ ​ On January 4, 2022, the Compensation Committee approved a long-term incentive compensation arrangement for our executive officers in the form of time-based restricted shares and PSUs under the 2016 Equity Plan, which will be payable in shares of our common stock if earned and vested. The awards were approximately 25 % time-based vesting and approximately 75 % performance-based vesting. The three-year performance period for the PSUs is fiscal year 2022 through fiscal year 2024. ​ On that date, the Compensation Committee granted a total of 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 $ 30.39 per share. ​ On January 4, 2022, the Compensation Committee also granted a total target number of 34,203 PSUs to our executive officers designated as “PSU – TSR”. These PSUs were weighted as approximately 40 % of the overall 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 years 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 $ 33.33 per PSU and was calculated using the Monte Carlo approach. ​ On January 4, 2022, the Compensation Committee also granted a total target number of 32,821 PSUs to our executive officers designated as “PSU – ROIC”. These PSUs were weighted as approximately 35 % of the overall 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 years 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 $ 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. ​ On March 11, 2021, the Compensation Committee granted a total of 9,708 shares of time-based restricted stock to our non-employee directors. The restricted shares vested in full one year from the date of grant provided the recipient remained 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 $ 37.06 per share. ​ On January 5, 2021, the Compensation Committee determined that no PSUs were earned pursuant to the long-term incentive compensation arrangement for the fiscal years 2018-2020 performance period based on the results of the performance metrics that were established by the Compensation Committee in 2018. ​ 73 ​ ​ On January 5, 2021, the Compensation Committee approved a long-term incentive compensation arrangement for our executive officers in the form of time-based restricted shares and PSUs under the 2016 Equity Plan, which will be payable in shares of our common stock if earned and vested. The awards were approximately 25 % time-based vesting and approximately 75 % performance-based vesting. The three-year performance period for the PSUs is fiscal year 2021 through fiscal year 2023. ​ On that date, the Compensation Committee granted a total of 23,164 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 $ 28.60 per share. ​ On January 5, 2021, the Compensation Committee granted a total target number of 39,199 PSUs to our executive officers designated as “PSU – TSR”. These PSUs were weighted as approximately 40 % of the overall 2021 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 years 2021-2023, 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 $ 27.04 per PSU and was calculated using the Monte Carlo approach. ​ On January 5, 2021, the Compensation Committee also granted a total target number of 32,430 PSUs to our executive officers designated as “PSU – ROIC”. These PSUs were weighted as approximately 35 % of the overall 2021 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 years 2021-2023. 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 $ 28.60 per share. ​ On November 12, 2020, the Compensation Committee granted a total of 11,531 shares of time-based restricted stock to our non-executive employees. The restricted shares vested in thirds over three years from the date of grant provided the recipient remained 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 $ 29.30 per share. ​ A reconciliation of our restricted stock and PSU activity and related information is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Grant ​ Number of Shares Date Fair Value Unvested at October 31, 2022 ​ 273,103 ​ $ 32.90 Shares or units granted ​ 146,954 ​ 26.40 Shares or units vested ​ ( 49,874 ) ​ 36.23 Shares or units cancelled ​ ( 39,916 ) ​ 40.22 Shares withheld ​ ( 11,950 ) ​ 37.84 Unvested at October 31, 2023 ​ 318,317 ​ $ 28.27 ​ 74 ​ ​ During fiscal years 2023, 2022, and 2021, we recorded approximately $ 2.7 million, $ 2.7 million, and $ 2.8 million, respectively, of stock–based compensation expense related to grants under the 2016 Equity Plan. As of October 31, 2023, there was an estimated $ 3.5 million of total unrecognized stock–based compensation cost that we expect to recognize by the end of the first quarter of fiscal year 2026. ​ 9. RELATED PARTY TRANSACTIONS ​ As of October 31, 2023, we owned approximately 35 % of the outstanding shares of a Taiwanese–based contract manufacturer, Hurco Automation, Ltd. (“HAL”). HAL’s scope of activities includes the design, manufacture, sales, and distribution of industrial automation products, software systems, and related components, including control systems and components produced under contract for sale exclusively to us. We are accounting for this investment using the equity method. The investment of $ 5.1 million and $ 5.0 million at October 31, 2023 and 2022, respectively, is included in Investments and other assets, net on the Consolidated Balance Sheets. Purchases of controls from HAL amounted to $ 10.2 million, $ 10.5 million, and $ 8.7 million in fiscal years 2023, 2022, and 2021, respectively. Sales of control component parts to HAL were $ 92,000 , $ 321,000 , and $ 262,000 for the fiscal years ended October 31, 2023, 2022, and 2021, respectively. Trade payables to HAL were $ 1.1 million and $ 1.9 million at October 31, 2023 and 2022, respectively. Trade receivables from HAL were $ 36,000 and $ 34,000 at October 31, 2023 and 2022, respectively. ​ Summary unaudited financial information for HAL’s operations and financial condition is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 Net Sales ​ $ 13,025 $ 14,171 ​ $ 12,361 Gross Profit ​ 2,224 ​ 2,397 ​ 2,011 Operating Income ​ 1,025 ​ 1,053 ​ 216 Net Income ​ 2,007 ​ 2,528 ​ 802 ​ ​ ​ ​ Current Assets ​ $ 13,669 $ 15,018 ​ $ 14,695 Non–current Assets ​ 7,115 ​ 6,430 ​ 6,850 Current Liabilities ​ 3,385 ​ 4,998 ​ 5,339 Non-current Liabilities ​ 2,027 ​ 1,619 ​ 1,850 ​ ​ 10. 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. ​ 75 ​ ​ 11. 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 October 31, 2023, we had nine outstanding third party payment guarantees totaling approximately $ 1.0 million. The terms of these guarantees are consistent with the underlying customer financing terms. Upon shipment of a machine, the customer assumes the risk of ownership. The customer does not obtain title, however, until it has paid for the machine. A retention of title clause allows us to recover the machine if the customer defaults on the financing. We accrue liabilities under these guarantees at fair value, which amounts are insignificant. ​ We provide warranties on our products with respect to defects in material and workmanship. The terms of these warranties are generally one year for machines and shorter periods for service parts. We recognize a reserve with respect to this obligation at the time of product sale, with subsequent warranty claims recorded against the reserve. The amount of the warranty reserve is determined based on historical trend experience and any known warranty issues that could cause future warranty costs to differ from historical experience. A reconciliation of the changes in our warranty reserve for each of the last three fiscal years is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 Balance, beginning of period ​ $ 1,426 $ 1,516 ​ $ 1,200 Provision for warranties during the period ​ 2,629 ​ 2,915 ​ 2,948 Charges to the reserve ​ ( 2,792 ) ​ ( 2,877 ) ​ ( 2,643 ) Impact of foreign currency translation ​ 31 ​ ( 128 ) ​ 11 Balance, end of period ​ $ 1,294 $ 1,426 ​ $ 1,516 ​ The decrease in our warranty reserve from October 31, 2022 to October 31, 2023 was primarily due to a decrease in the number of machines under warranty from decreased sales volume in fiscal year 2023. The decrease in our warranty reserve from October 31, 2021 to October 31, 2022 was primarily due to the impact of foreign currencies when translating foreign reserves to US. dollars for financial reporting purposes. ​ 76 ​ ​ 12. LEASES ​ Our lease portfolio includes leased production and assembly facilities, warehouses and distribution centers, office space, vehicles, material handling equipment utilized in our production and assembly facilities, laptops and other information technology equipment, as well as other miscellaneous leased equipment. Most of the leased production and assembly facilities have lease terms ranging from two to five years , although the terms and conditions of our leases can vary significantly from lease to lease. We have assessed the specific terms and conditions of each lease to determine the amount of the lease payments and the length of the lease term, which includes the minimum period over which lease payments are required plus any renewal options that are both within our control to exercise and reasonably certain of being exercised upon lease commencement. In determining whether or not a renewal option is reasonably certain of being exercised, we assessed all relevant factors to determine if sufficient incentives exist as of lease commencement to conclude renewal is reasonably certain. There are no material residual value guarantees provided by us, nor any restrictions or covenants imposed by the leases to which we are a party. In determining the lease liability, we utilize our incremental borrowing rate to discount the future lease payments over the lease term to present value. ​ We record a right-of-use asset and lease liability on our 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 for the fiscal years ended October 31, 2023, 2022, and 2021 of $ 5.2 million, $ 5.1 million, and $ 5.2 million, respectively, which is classified within Cost of sales and service and Selling, general and administrative expenses within the Consolidated Statements of Operations. Operating lease expense includes short-term leases and variable lease payments, which are immaterial. There has been no cost to obtain leases capitalized on the Consolidated Balance Sheets as of October 31, 2023. ​ The following table summarizes supplemental cash flow information and non-cash activity related to operating leases for fiscal years 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ 2022 Operating cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities ​ $ 4,770 ​ $ 4,457 Noncash information: ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 7,485 ​ $ 3,577 ​ ​ ​ 77 ​ ​ The following table summarizes the maturities of undiscounted cash flows of lease commitments reconciled to the total lease liability as of October 31, 2023 (in thousands): ​ ​ ​ ​ ​ 2024 $ 4,027 2025 2,600 2026 1,663 2027 1,467 2028 ​ ​ 1,340 2029 and thereafter 1,123 Total 12,220 Less: Imputed interest ​ ​ ( 902 ) Present value of operating lease liabilities ​ $ 11,318 ​ As of October 31, 2023, the weighted-average remaining term of our lease portfolio was approximately 4.4 years, and the weighted-average discount rate was approximately 3.2 %. ​ 13. QUARTERLY FINANCIAL INFORMATION (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ First ​ Second ​ Third ​ Fourth ​ Quarter Quarter Quarter Quarter 2023 (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales and service fees ​ $ 54,682 $ 53,819 $ 53,201 $ 66,105 Gross profit ​ 12,718 12,583 13,448 17,419 Gross profit margin ​ 23 % 23 % 25 % 26 % Selling, general and administrative expenses ​ 11,484 11,592 12,436 14,040 Operating income ​ 1,234 991 1,012 3,379 Provision for income taxes ​ 610 291 385 1,079 Net income ​ 1,330 377 260 2,422 Income per common share – basic ​ $ 0.20 $ 0.06 $ 0.04 $ 0.37 Income per common share – diluted ​ $ 0.20 $ 0.06 $ 0.04 $ 0.36 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ First ​ Second ​ Third ​ Fourth ​ Quarter Quarter Quarter Quarter 2022 (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales and service fees ​ $ 66,887 $ 62,825 $ 57,640 $ 63,462 Gross profit ​ 16,907 15,602 14,399 17,570 Gross profit margin ​ 25 % 25 % 25 % 28 % Selling, general and administrative expenses ​ 11,697 12,515 12,647 14,872 Operating income ​ 5,210 3,087 1,752 2,698 Provision for income taxes ​ 1,643 893 488 628 Net income ​ 3,535 2,029 1,238 1,424 Income per common share – basic ​ $ 0.53 $ 0.30 $ 0.19 $ 0.22 Income per common share – diluted ​ $ 0.53 $ 0.30 $ 0.18 $ 0.22 ​ ​ 78 ​ ​ 14. SEGMENT INFORMATION We operate in a single segment: industrial automation equipment. We design, manufacture, and sell computerized (i.e., Computer Numeric Control) 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 applications support. We principally sell our products through approximately 180 independent agents and distributors throughout the Americas, Europe, and Asia. Our line is the primary line for the majority of our distributors globally, even though some may carry competitive products. We also have our own direct sales and service organizations in China, the Czech Republic, France, Germany, India, Italy, the Netherlands, Poland, Singapore, Taiwan, the United Kingdom, and certain areas of the United States, which are among the world's principal machine tool consuming countries. During fiscal year 2023, no distributor accounted for more than 5% of our sales and service fees . In fiscal year 2023, approximately 61 % of our revenues were from customers located outside of the Americas, and no single end-user of our products accounted for more than 5% of our total sales and service fees. The following table sets forth the contribution of each of our product groups and services to our total sales and service fees during each of the past three fiscal years (in thousands): Net Sales and Service Fees by Product Category ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended October 31, ​ 2023 2022 2021 Computerized Machine Tools ​ $ 188,335 $ 211,804 ​ $ 198,602 Computer Control Systems and Software † ​ 2,805 ​ 2,634 ​ 2,528 Service Parts ​ 28,439 ​ 28,219 ​ 26,425 Service Fees ​ 8,228 ​ 8,157 ​ 7,640 Total ​ $ 227,807 $ 250,814 ​ $ 235,195 † Amounts shown do not include computer control systems and software sold as an integrated component of computerized machine systems. ​ The following table sets forth revenues by geographic area, based on customer location, for each of the past three fiscal years (in thousands): ​ 79 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended October 31, ​ 2023 2022 2021 United States of America ​ $ 83,747 $ 92,050 ​ $ 83,218 Canada ​ 3,827 ​ 3,996 ​ 2,636 Central & South Americas ​ 1,839 ​ 1,279 ​ 989 Total Americas ​ 89,413 ​ 97,325 ​ 86,843 ​ ​ ​ ​ ​ ​ ​ Germany ​ 30,468 ​ 42,026 ​ 37,584 United Kingdom ​ 29,704 ​ 26,629 ​ 30,314 Italy ​ 15,554 ​ 16,499 ​ 12,718 France ​ 11,851 ​ 14,291 ​ 14,252 Other Europe ​ 28,204 ​ 24,437 ​ 21,467 Total Europe ​ 115,781 ​ 123,882 ​ 116,335 ​ ​ ​ ​ ​ ​ ​ China ​ 7,529 ​ 10,293 ​ 14,284 India ​ ​ 6,016 ​ ​ 6,578 ​ ​ 3,654 Other Asia Pacific ​ 7,858 ​ 11,975 ​ 12,393 Total Asia Pacific ​ 21,403 ​ 28,846 ​ 30,331 ​ ​ ​ ​ ​ ​ ​ Other Foreign ​ 1,210 ​ 761 ​ 1,686 Grand Total ​ $ 227,807 $ 250,814 ​ $ 235,195 ​ Long–lived tangible assets, net by geographic area, were (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of October 31, ​ 2023 2022 2021 United States of America ​ $ 7,072 $ 5,628 $ 6,104 Foreign countries ​ 4,034 ​ 4,941 ​ 6,640 ​ ​ $ 11,106 $ 10,569 ​ $ 12,744 ​ Net assets by geographic area were (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of October 31, ​ 2023 2022 2021 Americas ​ $ 70,649 $ 87,476 ​ $ 84,385 Europe ​ 81,730 ​ 67,797 ​ 80,769 Asia Pacific ​ 69,852 ​ 67,371 ​ 73,265 ​ ​ $ 222,231 $ 222,644 ​ $ 238,419 ​ ​ ​ 15. NEW ACCOUNTING PRONOUNCEMENTS There have been no significant changes in the Company’s critical accounting policies and estimates during the fiscal year ended October 31, 2023. ​ ​ 80 ​ ​ Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ​