HURCO COMPANIES INC
10-Q, 1996-06-14
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



(Mark One)

  X   Quarterly  report  pursuant  to  section  13 or  15(d)  of the  Securities
____  Exchange  Act of 1934  for the  quarterly  period  ended  April  30,  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 June 5,
1996 was 5,426,482.




<PAGE>



                                                       



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


                                TABLE OF CONTENTS



                         PART I - FINANCIAL INFORMATION



                                                                    
Item 1.       Condensed Financial Statements

              Consolidated Statement of Operations -
                  Three months ended April 30, 1996 and 1995

              Consolidated Balance Sheet -
                  As of April  30, 1996 and 1995

              Consolidated Statement of Cash Flows -
                  Three months ended April 30, 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 6.       Exhibits and Reports on Form 8-K


Signature










<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  Six Months Ended
                                             APRIL 30,              APRIL 30,
                                          --------------------------------------
                                            1996      1995        1996     1995
- --------------------------------------------------------------------------------
                                                           (Unaudited)

SALES AND SERVICE FEES...................  $26,095    $20,687   $49,319  $39,559

COST OF SALES AND SERVICE................   18,864     15,298    35,613   29,512
                                           -------    -------   -------  -------

     Gross profit........................    7,231      5,389    13,706   10,047


Selling, general and
administrative expenses..................    5,363      4,616     10,412   8,862
                                           -------    -------    ------- -------

     OPERATING INCOME ...................    1,868        773      3,294   1,185

Interest expense.........................      789        974      1,919   1,878

Other (income) expense (net).............       15         38      (261)      19
                                           -------    -------    ------- -------

     Income (loss) before income taxes...    1,064      (239)      1,636   (712)

Income tax expense (benefit).............       33       --           33    --
                                           -------    -------    ------- -------

NET INCOME (LOSS)........................   $1,031     $(239)     $1,603  $(712)
                                           =======    =======    ======= =======


EARNINGS (LOSS)
     PER COMMON SHARE....................    $.19      $(.04)       $.29  $(.13)
                                           =======   ========   ======== =======


WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING..................    5,524     5,417       5,555   5,416
                                           =======   ========    ======= =======

THE  ACCOMPANYING  NOTES  ARE AN  INTEGRAL  PART OF THE  CONSOLIDATED  FINANCIAL
STATEMENTS.
<PAGE>

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

                                                     April 30,       October 31,
                                                       1996              1995
ASSETS                                              (Unaudited)       (Audited)
CURRENT ASSETS:
     Cash and cash equivalents..................      $   952         $   2,072
     Accounts receivable........................       16,270            17,809
     Inventories................................       24,391            25,238
     Other......................................          695             1,237
                                                    ---------         ---------
         Total current assets...................       42,308            46,356
                                                    ---------         ---------

PROPERTY AND EQUIPMENT..........................       10,066            10,629
SOFTWARE DEVELOPMENT COSTS, LESS AMORTIZATION...        3,864             3,513
OTHER ASSETS ...................................          918               923
                                                    ---------          ---------
           Total non-current assets.............       14,848            15,065
                                                    ---------          ---------
                                                     $ 57,156          $  61,421
                                                    =========          =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable...........................     $  9,486         $  10,570
     Accrued expenses...........................        8,066             9,552
     Current portion of long-term debt..........        6,192             6,357
                                                    ---------         ---------
         Total current liabilities..............       23,744            26,479
                                                    ---------         ---------

NON-CURRENT LIABILITIES
     Long-term debt.............................       24,261            27,242
     Other long-term obligations................          638               217
                                                    ---------         ---------
            Total non-current liabilities.......       24,899            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; and 5,426,482 and 5,425,302 
       shares issued, respectively..............          543               543
     Additional paid-in capital.................       45,573            45,573
     Accumulated deficit........................      (32,869)          (34,472)
     Foreign currency translation adjustment....       (4,734)           (4,161)
                                                    ---------         ---------
     Total shareholders' equity.................        8,513             7,483
                                                    ---------         ---------
                                                     $ 57,156          $ 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            Six Months Ended
                                                                         APRIL 30,                    APRIL 30,
                                                                  ----------------------         --------------------
                                                                   1996           1995            1996           1995
                                                                                     (Unaudited)
<S>                                                             <C>          <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                       
   Net income (loss)..........................................  $    1,031   $     (239)     $    1,603    $     (712)
   Adjustments to reconcile net income (loss) to net
   cash provided by (used for) operating activities:
     Depreciation and amortization............................         778          671           1,558         1,314
     Change in assets and liabilities:
     (Increase) decrease in accounts receivable...............         648         (689)          1,066          (803)
     (Increase) decrease in inventories.......................       1,696          845             429           (77)
     Increase (decrease) in accounts payable..................        (524)       1,084          (1,045)          (57)
     Increase (decrease) in accrued expenses..................         533         (261)         (1,245)         (949)
     Other....................................................         (78)         247             441           354
                                                                 ---------    ----------       ---------    ---------
       NET CASH PROVIDED BY (USED FOR)
       OPERATING ACTIVITIES...................................       4,084        1,658           2,807          (930)
                                                                 ---------    ---------        --------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of equipment............................          30           --              32            --
   Purchase of property and equipment.........................        (152)        (148)           (253)         (232)
   Software development costs.................................        (384)        (261)           (668)         (484)
   Other investments..........................................          37         (153)             74          (140)
                                                                 ---------    ---------        ---------    ---------
     NET CASH PROVIDED BY (USED FOR)
     INVESTING ACTIVITIES.....................................        (469)        (562)           (815)         (856)
                                                                 ---------    ---------        --------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Advances on bank credit facilities.........................       9,403       24,946          30,065        38,272
   Repayments on bank credit facilities ......................     (12,837)     (25,928)        (31,150)      (36,386)
   Repayments of term debt ...................................         (82)         (85)         (1,950)         (164)
   Proceeds from exercise of common stock options.............          --            7              --            11
                                                                 ---------    ---------       ---------   -----------
     NET CASH PROVIDED BY (USED FOR)
     FINANCING ACTIVITIES.....................................      (3,516)      (1,060)         (3,035)        1,733
                                                                 ---------    ---------        --------     ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH.......................         (67)        (146)            (77)         (119)
                                                                 ---------    ---------        --------     ---------
     NET INCREASE (DECREASE) IN CASH..........................          35         (110)         (1,120)         (172)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD..............         917        1,039           2,072         1,101
                                                                 ---------    ---------        --------     ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD....................   $     952    $     929        $    952     $     929
                                                                 =========    =========        =========    =========
</TABLE>
THE  ACCOMPANYING  NOTES  ARE AN  INTEGRAL  PART OF THE  CONSOLIDATED  FINANCIAL
STATEMENTS.

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   GENERAL

The condensed  financial  information as of April 30, 1996 and 1995 is unaudited
but includes all adjustments  which the Company  considers  necessary for a fair
presentation  of its  financial  position  at those  dates  and its  results  of
operations and cash flows for the three months then ended.  It is suggested that
those condensed  financial  statements be read in conjunction with the 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  for  hedging
purposes, was approximately  $12,108,000 as of April 30, 1996 and $18,879,000 as
of  October  31,  1995.  Deferred  gains  related  to  hedging  activities  were
approximately  $406,000 as of April 30, 1996. Contracts outstanding at April 30,
1996 mature at various times through September 30, 1996.

3.   EARNINGS PER SHARE

Earnings per share of common stock are based on the weighted  average  number of
common  shares  outstanding,  which  includes the effects of  outstanding  stock
options  computed  using the  treasury  method.  Such common  stock  equivalents
totaled  98,000  and  129,000  shares  respectively  for the three and six month
periods ended April 30, 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  for the  comparable  periods  ended  April 30,  1995 as no
dilution would result from their exercise.

4.   ACCOUNTS RECEIVABLE

The  allowance  for doubtful  accounts was  $1,000,000  as of April 30, 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):

                                              APRIL 30, 1996    OCTOBER 31, 1995
                                             --------------     ----------------

Purchased parts and sub-assemblies             $   14,540           $  15,681
Work-in-Process                                     2,271               3,523
Finished Goods                                      7,580               6,034
                                                ----------          ---------
                                                $   24,391          $  25,238
                                                ==========          =========


Inventories  as of October  31,  1995 have been  reclassified  to conform to the
current year presentation.
<PAGE>


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


RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 30, 1996 COMPARED TO THREE MONTHS ENDED APRIL 30, 1995

Total sales and  service  fees for the second  quarter of fiscal 1996  increased
$5.4 million,  or 26%, over the second quarter of fiscal 1995. This sales growth
was due primarily to increased shipments of machine tool products worldwide,  as
increased  availability  of products  for  shipment  enabled the Company to meet
current  demand and reduce its backlog of orders  which had  accumulated  during
fiscal  1995.  Sales of CNC  control  systems  and  software  products  remained
relatively constant with the prior year levels.

European sales and service fees increased $3.2 million,  or 49%, over the second
quarter of fiscal  1995 and  accounted  for 38% of total  revenues in the second
quarter of fiscal  1996  compared  to 32% for the same  quarter of fiscal  1995.
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,
along with increased  availability of products for shipment,  contributed to the
strong second quarter sales.  Foreign currency translation was not a significant
factor when comparing  second quarter 1996 sales to the second quarter of fiscal
1995.

In the United  States,  sales and service fees for the second  quarter of fiscal
1996 increased $2.0 million, or 15%, over the comparable 1995 period,  despite a
softening of demand. The increase was due almost entirely to increased shipments
of machine tool products and related parts and service fees. Approximately 10

$900,000 of the increase was attributable to sales of discontinued older product
models from  inventory.  In  addition,  increased  availability  of products for
shipment enabled the Company to reduce its backlog of domestic orders.

Gross profit  increased  $1.8 million,  or 34%, for the second quarter of fiscal
1996 over the  comparable  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 27.7% in fiscal 1996 from 26.1% in fiscal 1995. The  improvement in
gross profit margin  percentage was primarily due to an increased  percentage of
higher-margin  European sales,  including sales of the higher-margin  "Advantage
Series" products, in the total world-wide sales mix.

Selling,  general and  administration  (SG&A) expenses for the second quarter of
fiscal 1996  increased  $747,000,  or 16%,  compared to 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.  However,  as a percentage of sales and service fees,
SG&A expenses were 20.6% in the second  quarter of fiscal 1996 compared to 22.3%
for the same quarter of fiscal 1995,  reflecting the benefits of the substantial
increase in sales of machine tool products.

Operating income in the second quarter of fiscal 1996 increased to $1.9 million,
approximately  2.4 times the $770,000  reported for the second quarter of fiscal
1995, because of higher sales and the improved gross profit margin.


<PAGE>


Interest  expense for the second quarter of fiscal 1996 decreased  $185,000 from
the amount  reported in the same period of fiscal 1995 due to a reduction in the
average  debt  outstanding  during the period as well as  decreases  in interest
rates.

Income tax expense of $33,000 has been  provided for the first 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.

Worldwide new order  bookings were $23.9 million in the second quarter of fiscal
1996, a decrease of $2.1 million, or 8%, from the second quarter of fiscal 1995,
but an improvement of $3.9 million, or 19%, over the preceding quarter of fiscal
1996. While international orders increased  approximately 5% over the prior-year
level, domestic machine tool orders were significantly lower than those recorded
during the 1995 second quarter.  Domestic  bookings during the second quarter of
fiscal 1995 reflected  unusually high demand for the "Advantage  Series" machine
tool line introduced in the United States in late fiscal 1994, fueled in part by
distributor  anticipation  of limited product  availability.  The lower domestic
order rates also reflect the short-term  impact of changes being  implemented in
the Company's  sales and  distribution  organization.  As a result of the above,
backlog at April 30, 1996 was $10.4 million compared to $12.3 million at the end
of the preceding fiscal quarter.

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. The results of these programs achieved management's objectives for the
second quarter of fiscal 1996.


SIX MONTHS ENDED APRIL 30, 1996 COMPARED TO SIX MONTHS ENDED APRIL 30, 1995

Sales and service fees for the first half of fiscal 1996 increased $9.8 million,
or 25%, over the sales level for the same period of fiscal 1995.

European sales and service fees  increased $6.6 million,  or 49%, over the first
six months of fiscal 1995 and  accounted for 41% of total  revenues  compared to
34% for the first half of fiscal 1995. As noted in the discussion of results for
the second fiscal quarter above,  this increase is due  principally to increased
market  penetration  of the  "Advantage  Series"  machine tool line,  along with
increased availability of products for shipment.

In the United States,  sales and service fees increased $2.8 million,  or 11.1%,
over the first six months of fiscal  1995.  The  increase  was due  primarily to
increased  shipments  of  machine  tool  products,  including  the  discontinued
products  discussed  above,  and  related  parts  and  service  fees.  Increased
availability  of products for shipment in the first half of fiscal 1996 compared
to the prior year period  enabled the Company to reduce its backlog of orders in
the United  States and increase its  shipments of current  machine tool products
compared  to the prior year  period in spite of reduced  domestic  order  rates.
Sales of CNC systems and software during the first six months of
<PAGE>




fiscal 1996  increased  only  slightly over the same period in 1995 as 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 less demand in that market.

Gross profit  increased $3.7 million,  or 36%, for the first half of fiscal 1996
over the comparable 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 27.8% in fiscal 1996 from 25.4% in fiscal 1995, primarily due to an increased
percentage  of  higher-margin  European  sales of the  higher-margin  "Advantage
Series" machine tool line, in the Company's total worldwide sales mix.

Selling, general and administration (SG&A) expenses for the first half of fiscal
1996 increased $1.5 million,  or 17%, compared to 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.  However,  as a percentage of sales and service fees,
SG&A  expenses  declined to 21.1% in the first half of fiscal  1996  compared to
22.4% for the same period of fiscal 1995, reflecting the substantial increase in
sales.

Operating  income in the first half of fiscal 1996 increased  approximately  2.8
times to $3.3  million  from the $1.2  million  reported  for the first  half of
fiscal 1995, because of higher sales and the improved gross profit margin.

Interest  expense  for the first six months of fiscal  1996  included a $240,000
amortization of non-recurring  contingent fees to the Company's lenders based on
fiscal 1995 operating results.  Excluding this charge,  interest expense for the
first  half of fiscal  1996 was  $199,000  less than in the first half of fiscal
1995 due to reduced  interest  rates and a reduction in the average  outstanding
borrowings.

Other  income for the six months  ended  April 30,  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 April  30,  1996,  the  Company  had cash and cash  equivalents  of  $952,000
compared to $2.1 million at October 31, 1995.  Cash flow from operations for the
fiscal  quarter ended April 30, 1996 was $4.1 million,  compared to $1.6 million
for the same period in fiscal 1995, due to improved  earnings,  and  receivables
collections as well as increased  inventory  reduction  activities.  Outstanding
indebtedness  was reduced by $3.5  million in the quarter.  For the  immediately
preceding fiscal quarter cash of $1.3 million was used for operations, resulting
in net cash flow from  operations of $2.8 million for the six months ended April
30, 1996.

Working  capital was $18.6 million at April 30, 1996,  compared to $19.9 million
at October 31, 1995. The ratio of current assets to current liabilities was 1.78
to 1 at April 30, 1996,  compared to 1.75 to 1 at October 31, 1995.  As of April
30, 1996, the Company had unutilized credit facilities of $7.4 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, $6.2 million of term loan payments are
due and payable over the next 12 months, including approximately $3.1 million in
installment payments which are due on July 31, 1996.

On June 6, 1996, the Company  announced the distribution to holders of record of
it  outstanding  common  stock as of the  close of  business  on June 5, 1996 of
non-transferable   rights  to  subscribe   for  and  purchase  an  aggregate  of
approximately  1,085,300  additional  shares of common stock at a price of $4.63
per share (the "Rights Offering").  The Rights Offering will expire at the close
of business in New York City on July 3, 1996.  The Company has also entered into
arrangements with certain standby purchasers that will assure the purchase of at
least  604,752 of such  shares.  The net proceeds to the Company from the Rights
Offering,  after  payment  of  related  expenses,  will  range from a minimum of
approximately  $2.6 million if only 604,752 shares are subscribed,  to a maximum
of  approximately  $4.8  million,  if all of the  shares  are  subscribed.  Such
proceeds,  together with the Company's  existing cash (if and to the extent such
proceeds are less than $3.1 million), will be used to prepay the $3.1 million of
installments  of the Company's  outstanding  indebtedness  to its senior lenders
that would  otherwise be due on July 31,  1996.  Of the amount to be so prepaid,
$1.4 million  consists of bank debt bearing  interest at a variable  rate (8.50%
per  annum at April 30,  1996) and $1.7  million  is due to the  holders  of the
Company's 11.12% Senior Notes. The balance of the net proceeds,  if any, will be
used for general  corporate  purposes  and,  pending such  utilization,  will be
applied to reduce outstanding revolving credit borrowings.

Management believes that the proceeds from the Rights Offering (even if only the
minimum amount noted above), together with anticipated 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.
However,  if cash flow from operations is less than currently  anticipated,  the
Company may be required to limit planned investments in new products,  equipment
and business development opportunities.






<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As previously reported, IMS Technology, Inc. (IMS), a wholly-owned subsidiary of
the Company is a party to a number of pending legal  proceedings which relate to
patents  covering  the  machining  method  practiced  when  a  machine  tool  is
integrated with an interactive CNC (the Interactive Machining Patents).

On October 10, 1995, IMS commenced an action in the U.S.  District Court for the
Northern District of Illinois against fourteen  manufacturers,  distributors and
end-users of CNC machine tools for  infringement  of the  Interactive  Machining
Patents  (the  First   Infringement   Action).   The  defendants  in  the  First
Infringement  Action are:  Yamazaki  Mazak  Corporation;  Yamazaki Mazak Trading
Corporation;  Mazak Corporation;  Machinery  Systems,  Inc., Fox Tool Co. Inc.,;
Okuma Machinery Works Ltd.; Okuma America Corporation; Ellison Machinery Company
of the Midwest,  Inc.;  Apollo  Machine &  Manufacturing  Company,  Inc.;  Arpac
Corporation;  American Control  Technology,  Inc.; Nissan Motor Co. Ltd.; Nissan
Motor Car Carrier Co.,  Ltd.;  and Nissan Motor Corp.,  USA, Inc. IMS is seeking
monetary  damages from, and an injunction  against,  future  infringement by the
defendants.  Fanuc,  Ltd., a supplier of CNC systems,  has moved to intervene in
this action.  The motion was granted by the Court on June 12, 1996. In addition,
on June 12, 1996, the claims against the first five defendants listed above were
severed  from this  action  and were  consolidated  with the  Mitsubishi  Action
defined below.

On  November  30,  1995,  Southwestern  Industries,  Inc.,  a CNC  machine  tool
manufacturer  (Southwestern),  commenced  an  action  against  IMS in  the  U.S.
District  Court for the  Central  District  of  California  seeking  to have the
Interactive Machining Patents declared invalid (the Southwestern Action). In May
1996, the Court  transferred the Southwestern  Action to the U.S. District Court
in Virginia;  however,  Southwestern  has  appealed  the Court's  ruling and the
appeal is currently pending.

On January 11, 1996, IMS commenced an action in the U.S.  District Court for the
Eastern District of Virginia against Southwestern and Bridgeport Machines, Inc.,
another CNC machine tool manufacturer,  alleging infringement of the Interactive
Machining Patents (the Second Infringement  Action).  IMS later added Mitsubishi
Electric  Corporation  (Mitsubishi) as a defendant in this action.  In May 1996,
the Court transferred the Second  Infringement Action to the U.S. District Court
for the Northern District of Illinois.

On January 29, 1996,  Mitsubishi and  Mitsubishi  Electric  Industrial  Controls
commenced an action  against IMS and the Company in the U.S.  District Court for
the  Northern  District of Illinois  seeking to have the  Interactive  Machining
Patents declared invalid (the Mitsubishi  Action).  Mitsubishi also alleged that
IMS and the Company  violated  federal  antitrust  laws in  connection  with the
Company's  acquisition of the  Interactive  Machining  Patents.  IMS has filed a
counter-claim  alleging  infringement of the Interactive  Machining Patents.  As
noted above,  the claims  against five of the original  defendants  in the First
Infringement Action were recently consolidated in this action.








<PAGE>



On February 20, 1996,  IMS commenced an action  against  Mitsubishi,  Mitsubishi
Electric  America,  Inc.,  and eight of the  defendants  the First  Infringement
Action,  for violation of federal antitrust laws arising out of a conspiracy and
combination to boycott  licenses under the  Interactive  Machining  Patents (the
Virginia Antitrust Action).  In May 1996, the Court dismissed the claims against
three of the defendants with prejudice and IMS voluntarily  dismissed the claims
against the remaining defendants.  As a result, the Virginia Antitrust Action is
no longer pending.

All of the above actions,  unless  otherwise noted, are still pending and remain
in preliminary stages.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:         None

(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.































<PAGE>




                                    SIGNATURE


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





June 14, 1996







                                   Exhibit 11



                STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS














































<PAGE>
<TABLE>


                                   EXHIBIT 11

                          STATEMENT RE: COMPUTATION OF
                               PER SHARE EARNINGS
<CAPTION>


                                Three Months Ended                Six Months Ended
                                    APRIL 30,                         APRIL 30,
                       ------------------------------------------------------------------------ 
                              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)..... $ 1,031  $ 1,031   $(239)  $(239)     $ 1,603  $ 1,603   $ (712)    $ (712)

Weighted average
 shares outstanding...   5,426    5,426   5,417    5,417       5,426    5,426    5,416      5,416

Assumed issuances under
 stock options plans (1)    98      117     -        -           129      129      -           - 
                        ------   ------  ------   ------      ------   ------   ------     ------

                         5,524    5,543   5,417    5,417       5,555    5,555    5,416      5,416
                        ======   ======  ======   ======      ======   ======   ======     ======

Earnings (loss) per
 common share.........  $  .19   $  .19  $ (.04)  $ (.04)     $  .29   $  .29   $ (.13)    $ (.13)
                        ======   ======  ======   ======      ======   ======   ======     ======

</TABLE>
(1) NO ASSUMMED  ISSUANCES  UNDER STOCK  OPTION  PLANS WERE MADE IN 1995 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 APRIL 30, 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>                                6-MOS
<FISCAL-YEAR-END>                            OCT-31-1996   
<PERIOD-START>                               NOV-1-1995
<PERIOD-END>                                 APR-30-1996
<CASH>                                       952
<SECURITIES>                                 0
<RECEIVABLES>                                17,270
<ALLOWANCES>                                 1,000
<INVENTORY>                                  24,391
<CURRENT-ASSETS>                             42,308
<PP&E>                                       21,738
<DEPRECIATION>                               11,672
<TOTAL-ASSETS>                               57,156
<CURRENT-LIABILITIES>                        23,744
<BONDS>                                      0
                        0
                                  0
<COMMON>                                     543
<OTHER-SE>                                   7,970
<TOTAL-LIABILITY-AND-EQUITY>                 57,156
<SALES>                                      49,319
<TOTAL-REVENUES>                             49,319
<CGS>                                        35,613
<TOTAL-COSTS>                                35,613
<OTHER-EXPENSES>                             0
<LOSS-PROVISION>                             0
<INTEREST-EXPENSE>                           1,919
<INCOME-PRETAX>                              1,636
<INCOME-TAX>                                 33
<INCOME-CONTINUING>                          1,603
<DISCONTINUED>                               0 
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                                 1,603
<EPS-PRIMARY>                                .29
<EPS-DILUTED>                                .29
        



</TABLE>


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