HURCO COMPANIES INC
10-Q, 1998-06-12
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  April  30,  1998
      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 10,
1998 was 6,456,011.
<PAGE>


                              HURCO COMPANIES, INC.
                      April 1998 Form 10-Q Quarterly Report


                                Table of Contents



                         Part I - Financial Information



                                                                          Page
Item 1.       Condensed Financial Statements

              Condensed Consolidated Statement of Operations -
                  Three months and six months ended
                  April 30, 1998 and 1997...................................3

              Condensed Consolidated Balance Sheet -
                  As of April  30, 1998 and October 31, 1997................4

              Condensed Consolidated Statement of Cash Flows -
                  Three months and six months ended April 30, 1998 and 1997.5

              Notes to Condensed Consolidated Financial Statements..........6


Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations...........................7



                           Part II - Other Information



Item 1.       Legal Proceedings............................................12

Item 6.       Exhibits and Reports on Form 8-K.............................13


Signature..................................................................13




<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                              HURCO COMPANIES, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (In thousands, except per-share data)

                                   Three Months Ended          Six Months Ended
                                      April 30,                   April 30,
                                  ------------------            ----------------
                                  1998         1997            1998        1997
- --------------------------------------------------------------------------------
                                      (unaudited)                  (unaudited)

Sales and service fees.......  $21,542      $22,581          $43,662     $44,859

Cost of sales and service....   15,256       15,720           31,252      31,530
                             ----------  -----------      -----------  ---------

     Gross profit............    6,286        6,861           12,410      13,329
Selling, general and
administrative expenses......    5,354        5,217           10,378      10,263
                             ----------  -----------      -----------  ---------
     Operating income .......      932        1,644            2,032       3,066
License fee income and litigation
settlement fees, net.........    4,291        6,032            5,785       6,175

Interest expense.............      210          538              484       1,060

Other expense, net...........       47           41               25          50
                             ----------  -----------      -----------  ---------
     Income before taxes.....    4,966        7,097            7,308       8,131
Provision for foreign income 
taxes                              696          896              852         914
                             ----------  -----------      -----------  ---------
Net income..................    $4,270       $6,201           $6,456      $7,217
                            ===========  ===========      =========== ==========
Earnings per common share
     Basic..................      $.65         $.95             $.98       $1.10
                             ==========  ===========       ==========  =========
     Diluted................      $.63         $.93             $.96       $1.08
                             ==========  ===========       ==========  =========
Weighted average common
shares outstanding
     Basic..................     6,560        6,534            6,557       6,534
                             ==========   ==========        =========  =========
     Diluted................     6,764        6,659            6,751       6,669
                             ==========   ==========        =========  =========

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
<PAGE>
                              HURCO COMPANIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)
                                                     April 30,       October 31,
                                                      1998              1997
ASSETS                                             (Unaudited)        (Audited)
Current assets:
     Cash and temporary investments...............$    7,922          $   3,371
     Accounts receivable..........................    14,450             15,687
     Inventories..................................    22,464             21,752
     Other........................................     1,961              1,412
                                                  ----------          ---------
         Total current assets.....................    46,797             42,222
                                                  ----------          ---------
Long-term license fees receivable.................     1,010              1,178
                                                  ----------          ---------
Property and equipment:
     Land    .....................................       761                761
     Building.....................................     7,067              7,067
     Machinery and equipment......................    11,166             11,463
     Leasehold improvements.......................     1,181              1,121
         Less accumulated depreciation and 
          amortization..................             (10,988)           (11,218)
                                                   ----------         ----------
                                                       9,187              9,194
                                                   ----------          ---------
Software development costs, net of amortization...     4,285              4,447
Other assets .....................................     2,149              1,707
                                              ---------------      -------------
                                                  $   63,428          $  58,748
                                                  ==========          =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable.............................$   12,099          $   9,246
     Accrued expenses.............................     7,817              8,338
     Current portion of long-term debt............     1,786              1,786
                                                  ----------          ---------
         Total current liabilities................    21,702             19,370
                                                  ----------          ---------
Non-current liabilities
     Long-term debt...............................     4,572              8,257
     Deferred credits and other obligations.......     1,357              1,345
                                                  ----------          ---------
            Total non-current liabilities.........     5,929              9,602 
                                                  ----------          ---------
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; and 6,545,011 and
         6,544,831 shares issued and outstanding, 
         respectively ..........                         658                654
     Additional paid-in capital...................    50,149             50,349
     Accumulated deficit..........................    (9,948)           (16,404)
     Foreign currency translation adjustment......    (5,062)            (4,823)
                                                   ----------          ---------
         Total shareholders' equity...............    35,797             29,776
                                                   ----------          ---------
                                                     $63,428            $58,748
                                                   ==========          =========

          The  accompanying   notes  are  an  integral  part  of  the  condensed
consolidated financial statements.
<PAGE>
                                                        
                              HURCO COMPANIES, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in thousands)

                                             Three Months Ended Six Months Ended
                                                  April 30,          April 30,
                                             -----------------------------------
                                               1998       1997   1998      1997
- --------------------------------------------------------------------------------
                                                  (unaudited)        (unaudited)
Cash flows from operating activities:
   Net income ............................    $4,270     $6,201  $6,456  $7,217
   Adjustments to reconcile net income to net
   cash provided by (used for) operating activities:
     Depreciation and amortization........       550        382   1,072     931
     Change in assets and liabilities:
     (Increase) decrease in accounts 
      receivable...............                2,550       (495)  1,100   1,521
     (Increase) decrease in license fee 
      receivables...........                     495         18    (340)     15
     (Increase) decrease in inventories....   (2,763)      (971)   (861) (3,627)
     Increase (decrease) in accounts payable   3,326       (927)  2,883  (1,044)
     Increase (decrease) in accrued expenses     863        (48)   (430) (1,283)
     Other.................................     (324)       499    (361)    546
                                           ----------   -------- -------  ------
       Net cash provided by (used for)
       operating activities................    8,967      4,659   9,519   4,276
                                           ----------  --------- -------  ------
Cash flows from investing activities:
   Proceeds from sale of equipment.........        8          7      10      83
   Purchase of property and equipment......     (347)       (23)   (539)   (249)
   Software development costs..............     (217)      (353)   (380)   (727)
   Other investments.......................      (57)      (418)   (196)   (418)
                                           ----------  --------- -------  ------
     Net cash provided by (used for)
     investing activities..................     (613)      (787) (1,105) (1,311)
                                           ----------  --------- -------  ------
Cash flows from financing activities:
   Advances on bank credit facilities......    2,500     9,129    8,500  18,057
   Repayment on bank credit facilities ....   (5,108)  (13,063) (10,400)(19,790)
   Repayment of term debt .................      --         --   (1,786) (1,786)
   Proceeds from exercise of common stock 
   options.............                           48         8       82       8
   Purchase of common stock................     (278)       --     (278)     --
                                           ----------  --------- -------  ------
     Net cash provided by (used for)
     financing activities..................   (2,838)   (3,926)  (3,882) (3,511)
                                            ---------  --------- -------  ------
Effect of exchange rate changes on cash....      (75)      (46)      19    (193)
                                            ---------  --------- -------  ------
     Net increase (decrease) in cash and
     temporary investments.................    5,441      (100)   4,551    (739)
Cash and temporary investments
     at beginning of period................    2,481     1,238    3,371   1,877
                                           ----------  --------- -------  ------
Cash and temporary investments
     at end of period......................$   7,922  $  1,138 $  7,922 $ 1,138
                                           =========  ======== ======== =======

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
<PAGE>                                                 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   GENERAL

The unaudited Condensed  Consolidated  Financial Statements include the accounts
of Hurco Companies,  Inc. and its consolidated  subsidiaries  (collectively  the
Company).  The Company is an  industrial  automation  company  that  designs and
produces  interactive  computer  controls,  software  and  computerized  machine
systems for the worldwide metal cutting and metal forming industries.

The condensed  financial  information as of April 30, 1998 and 1997 is unaudited
but includes 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 the three  months and six 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, 1997.


2.   LICENSE FEE INCOME AND LITIGATION SETTLEMENT FEES, NET


From time to time, the Company's wholly-owned subsidiary,  IMS Technology,  Inc.
(IMS)  enters into  agreements  for the  licensing of its  interactive  computer
numerical  control (CNC)  patents.  License fees received or receivable  under a
fully paid-up license, for which there are no future performance requirements or
contingencies,  and payments received or receivable to settle litigation related
to the patents,  are  recognized in income,  net of legal fees and expenses,  if
any, at the time the license  agreement  is executed.  License fees  received in
periodic  installments  that are contingent  upon the  continuing  validity of a
licensed  patent are  recognized in income,  net of legal fees and expenses,  if
any, over the life of the licensed patent.

During the second  quarter  ended  April 30,  1998,  IMS  entered  into  license
agreements  and  litigation  settlements  with a  number  of  manufacturers  and
end-users  of  interactive  CNCs,   including  machine  tool  manufacturers  who
incorporate interactive CNCs in their products, some of which were defendants in
patent  infringement  actions brought by IMS. These  agreements  resulted in the
recognition of license fee and litigation settlement fee income of approximately
$3.7 million,  net of expenses and foreign  withholding  taxes, all of which was
received in the second quarter.

3.   PROVISION FOR FOREIGN INCOME TAXES

The  provision  for foreign  income taxes  includes  $576,000  which  represents
foreign  withholding  tax on payments  received in the second fiscal  quarter of
1998 for license fees and litigation  settlements.  The remainder of the expense
is income tax related to a foreign subsidiary.


4.   HEDGING


The Company  seeks to hedge its  exposure to  fluctuations  in foreign  currency
exchange rates through the use of foreign currency  forward exchange  contracts.
The U.S.  dollar  equivalent  notional  amount of outstanding  foreign  currency
forward exchange contracts was approximately  $16.0 million as of April 30, 1998
(substantially  all related to firm  intercompany  sales  commitments) and $19.0
million as of October 31, 1997 ($17.8 million related to firm intercompany sales
commitments).  Deferred  losses  related to hedges of future sales  transactions
were approximately  $21,000 as of April 30, 1998, compared to deferred losses of
$408,000 as of October 31, 1997. Contracts  outstanding at April 30, 1998 mature
at various  times  through  October 9, 1998.  All  contracts are for the sale of
currency. The Company does not enter into these contracts for trading purposes.
<PAGE>

5.       EARNINGS PER SHARE

Basic and diluted  earnings per common  share are based on the weighted  average
number of common  shares  outstanding.  Diluted  earnings  per common share give
effect to  outstanding  stock  options using the treasury  method.  Common stock
equivalents totaled approximately 200,000 shares as of April 30, 1998.

6.   ACCOUNTS RECEIVABLE

The  allowance  for  doubtful  accounts  was  $799,000  as of April 30, 1998 and
$757,000 as of October 31, 1997.

7.   INVENTORIES

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

                                              April 30, 1998    October 31, 1997
                                              --------------    ----------------
       Purchased parts and sub-assemblies      $   11,033          $   9,749
       Work-in-process                              1,618              1,578
       Finished goods                               9,813             10,425
                                                ----------           --------
                                               $   22,464          $  21,752
                                                 =========           ========

8.   TAX CONTINGENCY

The German tax  authority is  challenging  the  Company's  1996  transfer of net
operating  losses between two German  subsidiaries of the Company that merged in
fiscal  1996.  The  contingent  tax  liability  resulting  from  this  issue  is
approximately $1.4 million. The Company is contesting the claim and, as of April
30, 1998, no provision for the contingency has been recorded.


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

The  following  discussion  should  be read in  conjunction  with the  Condensed
Consolidated  Financial Statements and Notes thereto appearing elsewhere herein.
Certain  statements  made in this  report  relating  to trends in the  Company's
operations or financial  results,  as well as other statements,  including words
such as "anticipate",  "believe",  "plan", "estimate",  "expect",  "intend", and
other  similar  expressions,  constitute  forward-looking  statements  under the
Private  Securities   Litigation  Reform  Act  of  1995.  These  forward-looking
statements  are  subject to known and  unknown  risks,  uncertainties  and other
factors which could cause actual  results to be materially  different from those
contemplated  by  the   forward-looking   statements,   including  those  risks,
uncertainties and other factors described in the Company's annual report on Form
10-K for the year ended October 31, 1997.

<PAGE>

RESULTS OF OPERATIONS

Three Months Ended April 30, 1998 Compared to Three Months Ended April 30, 1997

Sales and service fees for the second quarter of fiscal 1998 were  approximately
$1.0 million,  or 4.6%,  below the amount  recorded during the second quarter of
fiscal 1997. Of the total  decrease,  approximately  $550,000,  or 2.4%, was the
result of the effects of a stronger U.S. dollar when  translating  foreign sales
for  financial  reporting  purposes.   Sales  of  computerized  machine  systems
decreased $576,000,  or 4.1%, from the second quarter of fiscal 1997,  primarily
due to the effects of the stronger U.S. dollar, but did not change significantly
from the second quarter of fiscal 1997 when measured at constant exchange rates.
Sales of  computerized  machine  systems were adversely  affected by a temporary
reduction in  availability of finished  machine systems for shipment,  which has
since been  resolved and is expected to  contribute  to higher  shipments in the
third quarter.  Sales of stand-alone  computer  numerical control (CNC) systems,
consisting primarily of the Autobend(R) and Delta(TM) series products,  declined
approximately  $441,000,  or 10.2%,  reflecting  reduced  demand  from  original
equipment  manufacturers (OEM) and the Company's repositioning of these products
for inclusion as  fully-integrated  components of computerized  machine systems.
The  decrease  in sales of CNC systems  was  partially  offset by an increase in
software   sales.   Sales  of  service  parts  and  service  fees  decreased  by
approximately $200,000, or 6.0 %, compared to the second quarter of fiscal 1997,
due principally to improvements in the durability of the Company's products,  as
well as the transfer to the Company's U.S.  distributors of  responsibility  for
certain service activities.

Compensating  for the decline in sales was a  substantial  increase in new order
bookings to $26.2  million,  compared with $22.9  million for the  corresponding
1997 period.  Orders for  computerized  machine  systems  increased 30%, both in
units and in constant dollar terms. The increase was most pronounced in the U.S.
market, which posted a 54% increase in unit orders on the strength of demand for
the Company's  recently-introduced milling machine models, along with demand for
the  Company's  computerized   machining  centers.   European  unit  orders  for
computerized  machine systems  increased  approximately  11% over the comparable
quarter of fiscal 1997. The increase in  computerized  machine system orders was
partially  offset by a reduction in orders for  stand-alone  CNC systems,  which
paralleled  the  decline  in  shipments.  The  increase  in new order  bookings,
combined  with the  temporary  second-quarter  delay in  shipments  of  finished
products,  has resulted in an increase in the Company's backlog to $12.5 million
at April 30, 1998  compared to $7.6 million at January 31, 1998 and $7.5 million
at the end of fiscal 1997.


As a percentage  of sales,  gross  profit for the second  quarter of fiscal 1998
decreased  to 29.2%  compared  to 30.4% for the  corresponding  period in fiscal
1997. The reduction was primarily  attributable  to reduced sales of stand-alone
CNC systems, which historically have been associated with higher margins.
<PAGE>

Interest  expense for the second quarter of fiscal 1998 decreased  approximately
$328,000,  or 61%, from the amount  reported for the  corresponding  1997 period
primarily due to a reduction in outstanding  borrowings to $6.4 million at April
30, 1998  compared to $18.5  million  one year  earlier.  

License fee income and payments received in settlement of litigation from 
certain alleged infringers of IMS' interactive  machining  patents  aggregated 
$4.3 million,  net of expenses, during the second quarter of fiscal 1998, a 
decrease of nearly 29% from the $6.0 million  recorded  during the  
corresponding  period in fiscal 1997.  Such fees, after deducting  foreign  
withholding  taxes,  were  approximately  $3.7 million during the second 
quarter of fiscal 1998 compared to approximately  $5.1 million in the prior 
year period. The decrease reflected the fact that license fees were
unusually  high in the second quarter of fiscal 1997.  Management  believes that
IMS has now granted  fully-paid  licenses to most of the  manufacturers  who IMS
alleged  were  employing  its  patented  technology.  Accordingly,  although IMS
intends to actively enforce and license its patent rights,  management  believes
that it is unlikely that aggregate  license fee income for the balance of fiscal
1998 will equal the amounts recorded in the second half of fiscal 1997.

The  provision  for foreign  income taxes was the result of foreign  withholding
taxes  of  $576,000   related  to  the  license  fee  payments  and   litigation
settlements,  while the  remainder  was  related  to the  earnings  of a foreign
subsidiary.

Six Months Ended April 30, 1998 Compared to Six Months Ended April 30, 1997

Sales and service  fees for the first half of fiscal 1998 were  slightly  higher
than those  recorded  in the 1997 period  before the effect of foreign  currency
rate changes when converting  foreign  revenues into U.S.  dollars for financial
reporting purposes.  However,  as a result of a strengthened U.S. dollar,  sales
and service fees after such conversion  declined  approximately $1.2 million, or
2.7%, from the amount  reported  during the first half of fiscal 1997.  Sales of
computerized  machine systems  increased $1.2 million,  or 4.2%,  after currency
translation effects, as a result of strong demand, primarily in Germany, for the
Company's new line of 30-inch and 40-inch  machining  systems that  incorporated
its Ultimax(R)  interactive  control software.  Sales of computerized  machining
systems  increased  $2.5 million,  or 8.9%,  when measured at constant  exchange
rates. Sales of stand-alone CNC systems declined  approximately $1.8 million, or
20.1% from the 1997  first half  level,  reflecting  reduced  OEM demand and the
Company's  repositioning  of these  products for  inclusion as  fully-integrated
components of computerized  machine systems.  Sales of service parts and service
fees  decreased by $551,000,  or 7.7% compared to the first half of fiscal 1997,
due principally to  improvements in the durability of the Company's  products as
well as the transfer to the Company's U.S.  distributors of  responsibility  for
certain service activities.

New order  bookings  were  $48.3  million,  an  increase  of 9.2% from the $44.2
million reported for the first half of fiscal 1997,  after currency  translation
effects.  When measured at constant  exchange  rates,  however,  new orders were
approximately 11.4% above the fiscal 1997 level. Orders for computerized machine
systems, at constant exchange rates, increased  approximately 29% over the first
half of  fiscal  1997.  Orders  for  stand-alone  CNC  systems,  which  were not
significantly affected by currency translation, declined by 23%, paralleling the
decline in shipments of these products.
<PAGE>

As a percentage of sales,  gross profit decreased to 28.4% compared to 29.7% for
the first half of fiscal 1997.  The  reduction  was  primarily  attributable  to
reduced sales of  stand-alone  CNC systems and sales of service  parts,  both of
which historically have been associated with higher margins.

License  fee income and  payments  received in  settlement  of  litigation  from
certain alleged infringers of IMS' interactive machining patents aggregated $5.8
million,  net of expenses,  during the first half of fiscal 1998, slightly below
the $6.2 million recorded during the  corresponding  period in fiscal 1997. Such
payments,  after deducting foreign  withholding  taxes, were  approximately $5.1
million  during the first half of fiscal  1998  compared to  approximately  $5.3
million in the prior year period.

Interest  expense  for the first  half of fiscal  1998  decreased  approximately
$576,000,  or 54%, from the amount  reported for the  corresponding  1997 period
primarily  due to a  substantial  reduction in  outstanding  borrowings  to $6.4
million at April 30, 1998 compared to $18.5 million one year earlier.

The  provision  for foreign  income taxes was the result of foreign  withholding
taxes  of  $648,000   related  to  payments  of  license  fees  and   litigation
settlements,  while the  remainder  was  related  to the  earnings  of a foreign
subsidiary.

Foreign Currency Risk Management

The Company  seeks to manage 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 these contracts for
trading  purposes.  The Company also  endeavors  to moderate  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
first half of fiscal 1998.  See Note 4 to the Condensed  Consolidated  Financial
Statements.



LIQUIDITY AND CAPITAL RESOURCES

At April 30,  1998,  the  Company  had cash and  temporary  investments  of $7.9
million  compared  to $3.4  million  at  October  31,  1997.  Cash  provided  by
operations  totaled  approximately  $9.0 million in the second quarter of fiscal
1998,  compared to $4.7  million for the same period of fiscal  1997.  Cash flow
from  operations  included  approximately  $4.9  million  of  license  fees  and
litigation settlements received, net of expenses paid and foreign taxes withheld
during the 1998 second quarter.

For the six months ended April 30, 1998,  cash provided by  operations  was $9.5
million,  of which $5.5 million was attributable to license fees and settlements
of litigation received, net of expenses paid and foreign taxes withheld.
<PAGE>

Working  capital was $25.1 million at April 30, 1998,  compared to $22.9 million
at October 31, 1997. The increase was attributable  primarily to the increase in
cash and  temporary  investments  of $4.5  million  for the first six  months of
fiscal  1998,  offset by a $2.9 million  increase in  payables.  The increase in
payables is the result of increased  inventory  purchases during the latter part
of the second fiscal quarter. The ratio of current assets to current liabilities
was 2.2 to 1 at April 30, 1998 and 2.2 to 1 at October 31, 1997.

Capital  investments  for the  quarter  and six  months  ended  April  30,  1997
consisted  principally of  expenditures  for software  development  projects and
purchases of equipment.  Cash used for investing  activities  during the quarter
and year to date were funded by cash flow from operations.

Outstanding  borrowings  under the Company's  existing  credit  facilities  were
reduced by $2.6 million during the second quarter of fiscal 1998, primarily as a
result of payments  made with cash flow from  operations.  As of April 30, 1998,
the  Company  had  unutilized  availability  of $12.9  million  under its credit
facilities.  The Company was in compliance  with all loan covenants at April 30,
1998.

Management  believes that  anticipated  cash flow from  operations and available
borrowings  under  the  credit   facilities  will  be  sufficient  to  meet  its
anticipated cash requirements in the foreseeable future.


<PAGE>




                                                         
                           PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

As  previously  reported,  the  Company  and its  wholly-owned  subsidiary,  IMS
Technology,  Inc.  (IMS)  are  parties  to a number  of  pending  legal  actions
involving the IMS interactive  machining  patent (the Patent),  including patent
infringement  actions and actions  brought by third parties  against IMS and the
Company relating to the Patent.

Two previously  reported actions pending in the United States District Court for
the Northern District of Illinois and one previously  reported action pending in
the United States District Court for the Eastern District of Virginia,  in which
Mitsubishi  Electric  Corporation and Mitsubishi  Electric  Industrial  Controls
(collectively,  Mitsubishi)  and certain  customers of Mitsubishi  were parties,
were  dismissed  during the second  fiscal  quarter as a result of a  settlement
agreement reached among the parties.

On March  26,  1998,  IMS  commenced  an  action  against  Centroid  Corporation
(Centroid),  Brother  International Corp.  (Brother),  MTI Corporation (MTI) and
Control  Techniques  Drives,  Inc. (Control) in the United States District Court
for the Eastern District of Virginia.  The actions seeks monetary damages and an
injunction against future  infringement of the Patent.  During the second fiscal
quarter,  Brother and MTI entered into license agreements with IMS providing for
payment of lump-sum cash amounts to IMS and the claims  against  Brother and MTI
in the action were  dismissed.  Claims  against  Centroid  and Control are still
pending.

On May 6, 1998,  Centroid  commenced a separate action against IMS, the Company,
three officers of IMS and patent  counsel for IMS in the United States  District
Court of the Middle  District of  Pennsylvania.  The  complaint  makes  numerous
allegations  regarding  the  defendants'  actions in obtaining and enforcing the
Patent,  including allegations of fraud,  violations of the Racketeer Influenced
and   Corrupt   Organization   Act   and  the   Lanham   Act,   allegations   of
misrepresentations   made  to  Centroid's   customers  and   interference   with
prospective  business  relationships.  The  complaint  seeks  monetary  damages,
trebled  pursuant  to law,  interest,  costs of suit and an  injunction  against
enforcement  of the  Patent.  Based upon the  information  available,  and after
consultation  with  counsel,  management  believes  that the  claims  brought by
Centroid are without merit and intends to  vigorously  defend them and to pursue
patent infringement claims against Centroid.

All of  the  pending  actions  described  above  are in  the  early  stages  and
management is unable to predict the outcome of any of these actions.

The Company is  involved in various  other  claims and  lawsuits  arising in the
ordinary  course of business,  none of which,  in the opinion of management,  is
expected  to  have a  material  adverse  effect  on its  consolidated  financing
position or results of operations.



<PAGE>


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

11            Statement re: Computation of Per Share Earnings

27            Financial Data Schedule (electronic filing only).


(b)      Reports on Form 8-K:       None





                                    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



                                       By:      /s/ Stephen J. Alesia
                                                    Stephen J. Alesia
                                                    Corporate Controller and
                                                    Principal Accounting Officer









June 12, 1998


                              EXHIBIT 11
            STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

                          THREE MONTHS ENDED              SIX MONTHS ENDED
                              APRIL 30,                       APRIL 30, 
                          ------------------             ------------------
                          1998         1997              1998          1997
                          ----         ----              ----          ----

                   Basic   Fully    Basic  Fully     Basic  Fully  Basic  Fully
                          Diluted         Diluted          Diluted       Diluted

(in thousands except per share amount)

Net Income.......  4,270   4,270    6,201  6,201     6,456   6,456  7,217  7,217

Weighted Average
 Shares 
 Outstanding.....  6,560   6,560    6,534  6,534     6,557   6,557  6,534  6,534

Assumed Issuances
 Under stock
 Option Plans....            204             125               194           135
                   -----   -----    -----  -----     -----   -----  -----  -----
                   6,560   6,764    6,534  6,659     6,557   6,751  6,534  6,669
                   -----   -----    -----  -----     -----   -----  -----  -----
Earnings per 
 common share....   $.65    $.63     $.95   $.93      $.98    $.96  $1.10  $1.08
                   =====   =====    =====  =====     =====   =====  =====  =====

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
QUARTERLY REPORT 10-Q FOR THE PERIOD ENDED JANUARY 31, 1998 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000315374
<NAME>                        SONJA BUCKLES
<MULTIPLIER>                                   1,000
<CURRENCY>                                     US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              OCT-31-1998
<PERIOD-START>                                 NOV-1-1997
<PERIOD-END>                                   APR-30-1998
<EXCHANGE-RATE>                                1
<CASH>                                         7,922
<SECURITIES>                                   0
<RECEIVABLES>                                  15,249
<ALLOWANCES>                                   799
<INVENTORY>                                    22,464
<CURRENT-ASSETS>                               46,797
<PP&E>                                         20,175
<DEPRECIATION>                                 10,998
<TOTAL-ASSETS>                                 63,428
<CURRENT-LIABILITIES>                          21,702
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       658
<OTHER-SE>                                     35,139
<TOTAL-LIABILITY-AND-EQUITY>                   63,428
<SALES>                                        43,662
<TOTAL-REVENUES>                               43,662
<CGS>                                          31,252
<TOTAL-COSTS>                                  31,252
<OTHER-EXPENSES>                               5,760
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             484
<INCOME-PRETAX>                                7,308
<INCOME-TAX>                                   852
<INCOME-CONTINUING>                            852
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   6,456
<EPS-PRIMARY>                                  .98
<EPS-DILUTED>                                  .96
        


</TABLE>


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