HURCO COMPANIES INC
10-Q, 1996-09-12
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



(Mark One)

      Quarterly  report  pursuant  to  section  13 or  15(d)  of the  Securities
      Exchange  Act of  1934  for the  quarterly  period  ended  July  31,  1996
      Transition  report  pursuant  to  section  13 or 15(d)  of the  Securities
      Exchange  Act  of  1934  for  the  transition  period  from  _________  to
      _________.


Commission File No. 0-9143


                              HURCO COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

          INDIANA                                  35-1150732
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

      ONE TECHNOLOGY WAY
     INDIANAPOLIS, INDIANA                                           46268
(Address of principal executive offices)                           (Zip code)

Registrant's telephone number, including area code              (317) 293-5309
                                                                --------------





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




The number of shares of the Registrant's  common stock  outstanding as of August
31, 1996 was 6,514,471.




<PAGE>






                                                     



                              HURCO COMPANIES, INC.
                      July 1996 Form 10-Q Quarterly Report


                                TABLE OF CONTENTS



                         PART I - FINANCIAL INFORMATION



                                                    
Item 1.       Condensed Financial Statements

              Consolidated Statement of Operations -
                  three and nine months ended July 31, 1996 and 1995

              Consolidated Balance Sheet
                  as of July 31, 1996 and October 31, 1995

              Consolidated Statement of Cash Flows -
                  three and nine months ended July 31, 1996 and 1995

              Notes to Consolidated Financial Statements


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




                           PART II - OTHER INFORMATION



Item 1.       Legal Proceedings

Item 4.       Submission of Matters to a Vote of Security Holders

Item 6.       Exhibits and Reports on Form 8-K


Signatures




<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements



                              HURCO COMPANIES, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                      (In thousands, except per-share data)


                                     Three Months Ended      Nine Months Ended
                                        July 31,                   July 31,
                                   -----------------------      -------------
                                     1996       1995           1996        1995
- --------------------------------------------------------------------------------
                                                       (unaudited)

SALES AND SERVICE FEES.............$ 23,039  $ 22,764       $ 72,358    $ 62,323

Cost of sales and service........... 16,051    16,778         51,664     46,290
                                   --------- ---------     ---------    --------

     GROSS PROFIT...................  6,988     5,986         20,694      16,033


Selling, general and
administrative expenses.............  5,223     4,558         15,635      13,420
                                   --------- ---------     ---------    --------

     OPERATING INCOME ..............  1,765     1,428          5,059       2,613

Interest expense....................    712       980          2,631       2,858

Other, net..........................     46        20           (209)         39
                                   --------- ---------     ---------    --------

  Income (loss) before income taxes   1,007       428          2,637       (284)

Income tax expense .................     50       --              83         --
                                   ---------- ----------   ----------   --------

NET INCOME (LOSS)...................   $ 957     $ 428       $ 2,554     $ (284)
                                    ========= ==========   ==========  =========

EARNINGS (LOSS)
     PER COMMON SHARE...............   $ .16     $ .08         $ .45     $ (.05)
                                    ========= ==========   ==========  =========

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING.............   5,920     5,518         5,679       5,417
                                    =========   =======    ==========  =========

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

<PAGE>
                              HURCO COMPANIES, INC.
                           CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)

 
                                                         July 31,    October 31,
                                                           1996           1995
                                                       (unaudited)     (audited)
ASSETS
CURRENT ASSETS:
     Cash and cash equivalents.......................     $ 1,410        $ 2,072
     Accounts receivable.............................      14,884         17,809
     Inventories.....................................      25,829         25,238
     Other...........................................         855          1,237
                                                        ----------     ---------
         Total current assets........................      42,978         46,356
                                                        ----------     ---------

PROPERTY AND EQUIPMENT...............................       9,892         10,629
SOFTWARE DEVELOPMENT COSTS, LESS AMORTIZATION........       3,774          3,513
OTHER ASSETS ........................................       1,217            923
                                                        ----------     ---------
                                                         $ 57,861       $ 61,421
                                                        ==========     =========


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable.................................   $ 10,646       $ 10,570
     Accrued expenses.................................      8,304          9,552
     Current portion of long-term debt................      3,050          6,357
                                                        ----------     ---------
         Total current liabilities....................     22,000         26,479
                                                        ----------     ---------

NON-CURRENT LIABILITIES
     Long-term debt ..................................     20,609         27,242
     Other long-term obligations......................        623            217
                                                        ----------     ---------
                                                           21,232         27,459
                                                        ----------     ---------

SHAREHOLDERS' EQUITY:
     Preferred stock: $100 par value per share; 40,000
       shares authorized; no shares issued.............      --              --
     Common stock: no par value; $.10 stated value per
       share; 7,500,000 shares authorized; 6,514,471
       and 5,425,302 shares issued, respectively.......       652            543
     Additional paid-in capital........................    50,286         45,573
     Accumulated deficit...............................   (31,889)      (34,472)
     Foreign currency translation adjustment...........    (4,420)       (4,161)
                                                        ----------     ---------
         Total shareholders' equity....................    14,629          7,483
                                                        ----------     ---------
                                                         $ 57,861       $ 61,421
                                                        ==========     =========

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
<PAGE>
<TABLE>
                              HURCO COMPANIES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in thousands)
<CAPTION>                                                                      
                                                                     Three Months Ended     Nine  Months Ended
                                                                          July 31,                     July 31,
                                                                ------------------------     ------------------
                                                                   1996           1995         1996              1995
                                                                                        (unaudited)  
<S>                                                              <C>          <C>            <C>            <C>                
CASH FLOWS FROM OPERATING ACTIVITIES:                         
   Net income (loss)..........................................   $     957    $     428      $    2,554     $    (284)
   Adjustments to reconcile net income (loss) to net
   cash provided by (used for) operating activities:
     Depreciation and amortization............................         517          586           2,075         1,900
     (Increase) decrease in accounts receivable...............       1,617         (326)          2,683        (1,129)
     (Increase) decrease in inventories.......................      (1,174)         442            (745)          365
     Increase (decrease) in accounts payable..................       1,144          563              99           506
     Increase (decrease) in accrued expenses..................         116          273          (1,129)         (676)
     Other....................................................        (231)         172             216           526
                                                                 ----------   ----------       ---------    ---------
       NET CASH PROVIDED BY (USED FOR)
       OPERATING ACTIVITIES...................................       2,946        2,138           5,753         1,208
                                                                 ---------    ---------        --------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of equipment............................           1           35              33            35
   Purchase of property and equipment.........................        (138)        (210)           (391)         (442)
   Software development costs.................................        (397)        (545)         (1,065)       (1,029)
   Other......................................................          (8)          107              66           (34)
                                                              ------------        ------       ---------- -------------
     NET CASH PROVIDED BY (USED FOR)
     INVESTING ACTIVITIES.....................................        (542)        (613)         (1,357)       (1,470)
                                                                 ---------    ----------       --------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Advances on bank credit facilities.........................       7,820       10,864          37,885        49,136
   Repayments on bank credit facilities ......................     (11,482)     (12,055)        (42,632)      (48,441)
   Repayments of term debt ...................................      (3,140)         (78)         (5,090)         (242)
   Proceeds from issuance of common stock
   and common stock under options.............................       4,830           --           4,830            11
                                                                ----------    ---------        --------     ---------
     NET CASH PROVIDED BY (USED FOR)
     FINANCING ACTIVITIES.....................................      (1,972)      (1,269)         (5,007)          464
                                                                 ----------   ---------        --------     ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH.......................          26          (30)            (51)         (148)
                                                                 ---------    ----------       --------     ----------

NET INCREASE (DECREASE) IN CASH...............................         458          226            (662)           54

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD..............         952          929           2,072         1,101
                                                                 ---------    ---------        --------     ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD....................   $   1,410    $   1,155        $  1,410     $   1,155
                                                                 =========    ==========       =========    =========
</TABLE>
     The accompanying  notes are an integral part of the consolidated
financial statements.
<PAGE>



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   GENERAL

   
The  condensed  financial  statements  as of July 31,  1996 and 1995 and for the
three-month  and  nine-month  periods then ended are  unaudited  but include all
adjustments  which the Company  considers  necessary for a fair  presentation of
financial  position at those dates and its results of operations  and cash flows
for  those  periods.  Those  condensed  financial  statements  should be read in
conjunction  with the  consolidated  financial  statements and the notes thereto
included in the Company's  Annual Report on Form 10-K for the year ended October
31, 1995.
    

2.   HEDGING

The U.S. dollar equivalent notional amount of the Company's  outstanding foreign
currency  forward  exchange  contracts,  which are entered  into solely for risk
hedging purposes,  was approximately $8.4 million, as of July 31, 1996 and $18.9
million as of October 31,  1995.  Deferred  gains and losses  related to hedging
activities  were not significant as of July 31, 1996.  Contracts  outstanding at
July 31, 1996 mature at various times through November 26, 1996.


3.   EARNINGS PER SHARE

Earnings per share of common stock are based on the weighted  average  number of
common  shares   outstanding,   which  includes,   under  the  treasury  method,
outstanding stock options and warrants.  Such common stock  equivalents  totaled
161,000 and 141,000  shares for the three and nine months  ended July 31,  1996.
Fully diluted  earnings per share are the same as primary earnings per share for
these  periods.  No  effect  has been  given to  options  outstanding  under the
Company's Stock Option Plan for the comparable periods ended July 31, 1995 as no
dilution would result from their exercise.

4.   ACCOUNTS RECEIVABLE

The  allowance  for doubtful  accounts  was  $957,000 as of July 31,  1996,  and
$1,070,000 as of October 31, 1995.


5.   INVENTORIES

Inventories,  priced at the lower of cost (first-in, first-out method) or market
are summarized below (in thousands):
                                            July 31, 1996       October 31, 1995
                                            -------------       ----------------

   Purchased parts and sub-assemblies        $  13,248                $  15,681
   Work-in-Process                               2,107                    3,523
   Finished Goods                               10,474                    6,034
                                            ----------                  --------
                                             $  25,829                 $  25,238
                                            ==========                 =========
<PAGE>


6.   SUBSEQUENT EVENT

In August,  1996, the Company's wholly owned  subsidiary,  IMS Technology,  Inc.
(IMS), entered into an agreement for the licensing of its interactive  machining
patents.  Over the term of the license,  which extends  through  2001,  IMS will
receive  approximately  $1.2 million,  net of legal fees and expenses,  of which
$325,000 is expected to be reflected  in income in the fourth  quarter of fiscal
1996.  The  licensees  were  not  defendants  in  the  IMS  patent  infringement
litigation discussed elsewhere in this report.






<PAGE>



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

Certain   statements  made  in  this  report  may  constitute   "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  forward-looking  statements  involve  known and  unknown  risks,
uncertainties and other factors which may cause the actual results,  performance
or  achievements  of the Company or the machine tool  industry to be  materially
different  from any future  results,  performance or  achievements  expressed or
implied by such forward-looking  statements. Such factors include, among others,
the following:  general economic and business conditions, which will among other
things,  affect  demand for CNC  control  systems,  machine  tools and  software
products;  changes in  manufacturing  markets;  innovations by competitors;  and
governmental actions and initiatives.

RESULTS OF OPERATIONS

Three Months Ended July 31, 1996 Compared to Three Months Ended July 31, 1995

Consolidated sales in the third quarter of fiscal 1996 were only slightly higher
than in the same period of 1995.  European sales increased by approximately  11%
but were offset by a decrease of approximately 5% in domestic sales.

European  sales measured in local  currencies  increased 18% over the 1995 third
quarter, reflecting increased market penetration by the Company's new "Advantage
Series" machine tool line,  which was introduced in Europe in the latter part of
fiscal 1995, and increased  availability of products for shipment.  The increase
was offset,  however,  by unfavorable  foreign  exchange effect when translating
sales made in  European  currencies  to U.S.  dollars  for  financial  reporting
purposes,  reducing the net increase to 11%.  International  sales  increased to
approximately 46% of total  consolidated sales for the 1996 third fiscal quarter
compared to 43% for the same period in fiscal 1995.

The decline in domestic  sales was the result of a  softening  of demand,  fewer
large models in the product mix, the effects of the Company's  transition to new
product  models,  and expected delay in orders in  anticipation of the bi-annual
International   Manufacturing  Technology  Show  (IMTS)  which  takes  place  in
September.
<PAGE>
Gross profit increased $1.0 million, or 16.7%, in the third quarter of 1996 over
the  corresponding  period in 1995 due  primarily  to an  increase  in the gross
profit margin. Gross profit margin, as a percentage of sales, increased to 30.3%
during the fiscal 1996 third quarter compared to 26.3% during the same period in
fiscal 1995, reflecting an increased percentage of higher-margin  European sales
in the total sales mix and an increased  percentage of higher-margin model sales
in the domestic sales mix.

Selling,  general and  administrative  (SG&A)  expenses for the third quarter of
fiscal 1996 increased  approximately  $655,000, or 14.6%, over the corresponding
1995 period,  principally  due to increased  selling  expenses  associated  with
increased unit volume,  planned  product  introduction  and promotion  costs and
normal annual compensation adjustments.

Operating income increased $337,000,  or 23.6%, over the third quarter of fiscal
1995, due to improved gross profit margin.

Interest  expense for the third quarter of fiscal 1996  decreased  approximately
$268,000, 27.3%, from the amount reported for the corresponding period in fiscal
1995.  The  decrease is due  principally  to a reduction of  approximately  $8.4
million in the average borrowings outstanding when compared to the third quarter
of fiscal 1995, along with reduced interest rates on the Company's floating rate
bank borrowings.  Proceeds from the Company's rights offering,  received late in
the third quarter of fiscal 1996, did not materially  affect interest expense or
average borrowings outstanding for the period.

Income tax expense of $50,000 has been  provided for the third quarter of fiscal
1996  related to  earnings  of a foreign  subsidiary.  The income tax  liability
incurred in the United States and certain other tax  jurisdictions was offset by
the reversal of valuation allowance reserves against the Company's net operating
loss carryforwards.

World-wide  new order  bookings  were $23.9  million in the most  recent  fiscal
quarter,  a decrease of $638,000,  or 4%, from the third quarter of fiscal 1995,
and approximately the same as the preceding fiscal quarter.  While international
orders increased  slightly over the prior-year level,  domestic orders declined.
The decline in domestic  orders  related to both  control  products  and machine
tools and is attributable  principally to the short-term impact of changes being
implemented in the Company's sales and distribution  organization,  a transition
to new product models and some normal delays in orders in  anticipation of IMTS.
However, two new machine tool models, along with a new lower cost version of the
Company's Ultimax CNC control,  both of which broaden the Company's market base,
were  introduced  late  in the  third  fiscal  quarter  of 1996  resulting  in a
substantial  increase in domestic  machine  tool orders in the month of July and
the largest  single order month for machine  tools in the U.S.  market since the
introduction  of the "Advantage  Series"  product line in September,  1994. As a
result of the above,  backlog was $10.9 million compared to $10.2 million at the
end of the  preceding  quarter  and $16.1  million  at the end of the  preceding
fiscal year.

The Company  manages its foreign  currency  exposure  through the use of foreign
currency  forward  exchange  contracts.  The Company  does not  speculate in the
financial  markets  and,  therefore,  does not enter  into those  contracts  for
trading  purposes.  The Company  also  moderates  its  currency  risk related to
significant  purchase  commitments  with certain  foreign  vendors through price
adjustment  agreements  that provide for a sharing of, or otherwise  limit,  the
potential  adverse  effect of currency  fluctuations  on the costs of  purchased
products. These programs achieved management's objectives for the period.

<PAGE>
Nine Months Ended July 31, 1996 Compared to Nine Months Ended July 31, 1995

Consolidated  sales for the first nine  months of fiscal  1996  increased  $10.0
million, or 16%, over the corresponding period of fiscal 1995.


European sales  increased $7.5 million,  or 34.3%,  due principally to increased
market  penetration  of the  "Advantage  Series"  machine tool line,  as well as
increased availability of products for shipment.


Domestic  sales  increased  $2.2  million,  or 5.7%,  due primarily to increased
shipments of machine tool products and related parts and service fees during the
first and second  quarters.  Increased  availability  of products  for  shipment
enabled  the  Company to reduce its  backlog of orders in the United  States and
increase its shipments of current machine tool products despite reduced domestic
order rates.  Sales of CNC systems and software  during the first nine months of
fiscal 1996  increased  only  slightly  over the same period in 1995.  Increased
shipments of Delta  Series  control  systems for metal  cutting  machine  tools,
primarily  to  original  equipment  manufacturers,   were  offset  by  decreased
shipments  of  Autobend  products  to the metal  fabrication  equipment  market,
reflecting a decline in demand in that market.

Gross profit for the first nine months of fiscal 1996 increased $4.7 million, or
29%, over the corresponding  period of fiscal 1995 due to increased sales and an
increase in gross profit margin.  Gross profit margin, as a percentage of sales,
increased  to 28.6% in the 1996 period  from 25.7% in the 1995 period  primarily
due to increased  percentages of higher-margin  European sales and higher-margin
"Advantage Series" machine tools in the total worldwide sales mix.

Selling, general and administration (SG&A) expenses for the first nine months of
fiscal 1996 increased $2.2 million,  or 17%, over the corresponding 1995 period,
principally  due to increased  selling  expenses  associated with increased unit
volume,  planned  product  introduction  and  promotion  costs and normal annual
compensation adjustments.

Operating  income in the first nine months of fiscal 1996  increased  almost two
times to $5.1 million  from the $2.6 million  reported for the first nine months
of fiscal 1995, because of higher sales and the improved gross profit margin.

Interest  expense for the first nine  months of fiscal 1996  included a $240,000
amortization,  in the first fiscal quarter, of non-recurring  contingent fees to
the Company's  lenders based on fiscal 1995  operating  results.  Excluding this
charge,  interest  expense for the first nine months of fiscal 1996 was $467,000
less than in the first nine months of fiscal 1995 due to reduced  interest rates
and a reduction in average outstanding borrowings.

Other  income for the nine  months  ended July 31,  1996  included  $324,000  of
income, net of legal fees, related to a patent license issued in January 1996.










<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At July 31,  1996,  the Company had cash and cash  equivalents  of $1.4  million
compared to $2.1 million at October 31, 1995.  Cash flow from operations for the
fiscal  quarter ended July 31, 1996 was $3.1  million,  compared to $2.1 million
for the same period in fiscal 1995,  primarily  due to increased  net income and
reduced working capital  requirements.  Outstanding  indebtedness was reduced by
$6.8 million in the quarter.  For the immediately  preceding six months, cash of
$2.8  million  was  provided  by  operations,  resulting  in net cash  flow from
operations of $5.9 million for the nine months ended July 31, 1996.

Working capital was $21.0 million at July 31, 1996, compared to $19.9 million at
October 31, 1995. The ratio of current assets to current liabilities was 1.95 to
1 at July 31, 1996,  compared to 1.75 to 1 at October 31,  1995.  As of July 31,
1996, the Company had unutilized credit facilities of $7.6 million available for
either direct borrowings or commercial letters of credit.

Under the terms of the Company's agreements with its lenders, which were amended
and restated  effective January 26, 1996, $3.1 million of term loan payments are
due and payable over the next 12 months.  These  installment  obligations are in
addition  to the $3.1  million  of  indebtedness  prepaid  in July 1996 as noted
below.

On July 3, 1996 the Company issued and sold 1,085,300  shares of common stock at
a price of $4.63 per share pursuant to a subscription  rights offering.  The net
proceeds of  approximately  $4.8  million  were used to prepay  $3.1  million of
installments  of the Company's  outstanding  indebtedness  to its senior lenders
that were due on July 31, 1996. Of the amount prepaid, $1.4 million consisted of
bank debt bearing  interest at a variable rate and $1.7 million  represented  an
installment payment on the Company's 11.12% Senior Notes. The balance of the net
proceeds was used to reduce outstanding  revolving credit borrowings.  Since the
beginning of fiscal 1996,  total  indebtedness  has been reduced by nearly $10.0
million, or approximately 30%.

Management believes that the cash flow from operations and available  borrowings
under the  Company's  bank credit  facilities  will be  sufficient to enable the
Company to meet its  anticipated  cash  requirements,  including  scheduled debt
amortization payments for the next twelve months.


                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

As previously reported, IMS, a wholly-owned subsidiary of the Company is a party
to various pending legal  proceedings with respect to its interactive  machining
patent.

There are presently three separate  actions  pending in the U.S.  District Court
for the Northern District of Illinois  involving the patent.  Two of the actions
were brought by IMS against manufacturers of CNC systems and their customers and
end-users  alleging  infringement  of the  IMS  patent.  The  third  action  was
commenced by Mitsubishi Electric  Corporation and Mitsubishi Electric Industrial
Controls  (Mitsubishi)  and seeks a  declaratory  judgment  against  IMS and the
Company that the IMS patent is invalid.


<PAGE>

On June 20, 1996,  Fanuc,  Ltd.,  (Fanuc) a supplier of CNC  systems,  which had
intervened  in one  of  the  IMS  infringement  actions,  filed  an  answer  and
counter-claim  denying that it and its  customers had infringed any claim of the
IMS patent.

On August 21, 1996,  Mitsubishi's motions to stay and enjoin IMS from proceeding
with any  infringement  suits  regarding  the IMS  patent  against  Mitsubishi's
customers were denied.

Pretrial  proceedings  in all three  actions are being  coordinated  under local
court rules. Each of the actions remains in a preliminary stage.















































<PAGE>
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At the Company's  Annual Meeting of Shareholders  held on May 23, 1996,
         the following  individuals  were elected to the Board of Directors by a
         plurality of the votes cast at the meeting:

                              Affirmative Votes  Negative Votes  Abstained Votes

       Hendrik J. Hartong, Jr.     4,664,213                           66,334
       Andrew L. Lewis IV          4,664,213                           66,334
       Brian D. McLaughlin         4,655,986           8,227           66,334
       E. Keith Moore              4,659,153           5,060           66,334
       Richard T. Niner            4,664,213                           66,334
       O. Curtis Noel              4,656,913           7,300           66,334
       Charles E. M. Rentschler    4,664,213                           66,334



Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits: Exhibit 11 and 27         

(b)      Reports on Form 8-K:

         1. The Company filed a Form 8-K on May 29, 1996 reporting the Company's
            press release dated May 22, 1996.

         2. The Company filed a Form 8-K on June 6, 1996 reporting the Company's
            press release dated June 6, 1996.


                                   SIGNATURES

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

                                            HURCO COMPANIES, INC.

                                            By:       /s/ Roger J. Wolf
                                                      Roger J. Wolf
                                                      Senior Vice President and
                                                      Chief Financial Officer





September 11, 1996










<PAGE>


                                                        
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At the Company's  Annual Meeting of Shareholders  held on May 23, 1996,
         the following  individuals  were elected to the Board of Directors by a
         plurality of the votes cast at the meeting:

                              Affirmative Votes  Negative Votes  Abstained Votes

     Hendrik J. Hartong, Jr.       4,664,213                           66,334
     Andrew L. Lewis IV            4,664,213                           66,334
     Brian D. McLaughlin           4,655,986          8,227            66,334
     E. Keith Moore                4,659,153          5,060            66,334
     Richard T. Niner              4,664,213                           66,334 
     O. Curtis Noel                4,656,913          7,300            66,334
     Charles E. M. Rentschler      4,664,213                           66,334



Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:  Exhibit 11 and 27

(b)      Reports on Form 8-K:

         1. The Company filed a Form 8-K on May 29, 1996 reporting the Company's
            press release dated May 22, 1996.

         2. The Company filed a Form 8-K on June 6, 1996 reporting the Company's
            press release dated June 6, 1996.


                                   SIGNATURES


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


                                              HURCO COMPANIES, INC.

                                              By:      /s/ Roger J. Wolf
                                                       Roger J. Wolf
                                                       Senior Vice President and
                                                       Chief Financial Officer





September 11, 1996




<PAGE>
<TABLE>                                                  

                                   EXHIBIT 11

                          STATEMENT RE: COMPUTATION OF
                               PER SHARE EARNINGS
<CAPTION>


                                Three Months Ended               Nine Months Ended
                                    JULY 31,                         July 31,
                       ------------------------------------------------------------------------ 
                              1996            1995                1996               1995

                                 FULLY             FULLY               FULLY             FULLY
                       PRIMARY  DILUTED  PRIMARY  DILUTED    PRIMARY  DILUTED  PRIMARY  DILUTED
                       -------  -------  -------  -------    -------  -------  -------  -------
               
(in thousands, except 
 per share amount)                                   
<S>                    <C>      <C>       <C>      <C>        <C>      <C>       <C>        <C> 
Net income (loss)..... $   957  $   957   $ 428    $ 428     $ 2,554  $ 2,554   $ (284)    $ (284)

Weighted average
 shares outstanding...   5,759    5,759   5,419    5,419       5,538    5,538    5,417      5,417

Assumed issuances under
 stock options plans (1)   161      161     99        99         141      141      -           - 
                        ------   ------  ------   ------      ------   ------   ------     ------

                         5,920    5,920   5,518    5,518       5,679    5,679    5,417      5,417
                        ======   ======  ======   ======      ======   ======   ======     ======

Earnings (loss) per
 common share.........  $  .16   $  .16  $ .08    $ .08       $  .45   $  .45   $ (.05)    $ (.05)
                        ======   ======  ======   ======      ======   ======   ======     ======

</TABLE>
(1) NO ASSUMMED ISSUANCES UNDER STOCK OPTION PLANS WERE MADE IN 1995, EXCEPT FOR
THE THIRD QUARTER, BECAUSE SUCH ISSUANCES WOULD HAVE BEEN ANTI-DULUTIVE.

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
QUARTERLY REPORT 10-Q FOR THE PERIOD ENDED JULY 31, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                                   0000315374
<NAME>                                  DAWN HIATT
<MULTIPLIER>                            1,000       
       
<S>                                          <C>
<PERIOD-TYPE>                                9-MOS
<FISCAL-YEAR-END>                            OCT-31-1996   
<PERIOD-START>                               NOV-1-1995
<PERIOD-END>                                 JUL-31-1996
<CASH>                                       1,410
<SECURITIES>                                 0
<RECEIVABLES>                                15,841
<ALLOWANCES>                                 957
<INVENTORY>                                  25,829
<CURRENT-ASSETS>                             42,978
<PP&E>                                       21,799
<DEPRECIATION>                               11,907
<TOTAL-ASSETS>                               57,861
<CURRENT-LIABILITIES>                        22,000
<BONDS>                                      0
                        0
                                  0
<COMMON>                                     652
<OTHER-SE>                                   13,977
<TOTAL-LIABILITY-AND-EQUITY>                 57,861
<SALES>                                      72,358
<TOTAL-REVENUES>                             72,358
<CGS>                                        51,664
<TOTAL-COSTS>                                51,664
<OTHER-EXPENSES>                             0
<LOSS-PROVISION>                             0
<INTEREST-EXPENSE>                           2,631
<INCOME-PRETAX>                              2,637
<INCOME-TAX>                                 83
<INCOME-CONTINUING>                          2,554
<DISCONTINUED>                               0 
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                                 2,554
<EPS-PRIMARY>                                .45
<EPS-DILUTED>                                .45
        



</TABLE>


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