HURCO COMPANIES INC
10-Q, 1998-09-10
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,  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 August
31, 1998 was 6,594,311.
<PAGE>


                                                                               



                              HURCO COMPANIES, INC.
                      July 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 nine months ended July 31, 1998 
                  and 1997....................................................3

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

              Condensed Consolidated Statement of Cash Flows -
                  Three months and nine months ended July 31, 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 4.       Submission of Matters to a Vote of Security Holders............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         Nine Months Ended
                                          July 31,                  July 31,
                                      --------------            -------------
                                       1998      1997           1998       1997
- --------------------------------------------------------------------------------
                                         (unaudited)               (unaudited)

Sales and service fees..............$23,444    $24,637        $67,106    $69,495

Cost of sales and service........... 16,464     17,462         47,716     48,992
                                    -------   --------       --------    -------
     Gross profit...................  6,980      7,175         19,390     20,503

Selling, general and
administrative expenses.............  5,573      5,352         15,951     15,615
                                    -------    -------        -------    -------
     Operating income ..............  1,407      1,823          3,439      4,888

License fee income and litigation
settlement fees, net................  1,025      1,221          6,810      7,396

Interest expense, net...............    149        473            633      1,533

Other expense, net..................     72         34             97         84
                                    -------    -------        -------    -------
     Income before taxes............  2,211      2,537          9,519     10,667

Provision for foreign income taxes..    381          3          1,233        917
                                    -------    -------        -------    -------
Net income.........................$  1,830    $ 2,534        $ 8,286    $ 9,750
                                    =======    =======        =======    =======
Earnings per common share
     Basic.........................$    .28    $   .39        $  1.27    $  1.49
                                    =======    =======        =======    =======
     Diluted.......................$    .27    $   .38        $  1.23    $  1.46
                                    =======    =======        =======    =======


Weighted average common
shares outstanding
     Basic.........................   6,472      6,536          6,528      6,535
                                    =======    =======        =======    =======
     Diluted.......................   6,664      6,690          6,720      6,675
                                    =======    =======        =======    =======

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
<PAGE>         
                              HURCO COMPANIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                (Dollars in thousands, except per share amounts)
                                                    July 31,         October 31,
                                                      1998              1997
- -------------------------------------------------------------------------------
ASSETS                                            (Unaudited)        (Audited)
Current assets:
     Cash and temporary investments............... $   7,021          $   3,371
     Accounts receivable..........................    15,988             15,687
     Inventories..................................    26,773             21,752
     Other........................................     1,719              1,412
                                                    --------           --------
         Total current assets.....................    51,501             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......................    10,549             11,463
     Leasehold improvements.......................     1,278              1,121
         Less accumulated depreciation and 
          amortization............................   (10,556)           (11,218)
                                                     --------          ---------
                                                       9,099              9,194
                                                     --------          ---------
Software development costs, net of amortization...     4,459              4,447
Other assets .....................................     2,127              1,707
                                                     --------          ---------
                                                    $ 68,196           $ 58,748
                                                     ========          =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable.............................  $ 16,033           $  9,246
     Accrued expenses.............................     7,618              8,338
     Current portion of long-term debt............     1,786              1,786
                                                    --------            -------
         Total current liabilities................    25,437             19,370
                                                    --------            -------
Non-current liabilities:
     Long-term debt...............................     4,572              8,257
     Deferred credits and other obligations.......     1,315              1,345
                                                    --------            -------
            Total non-current liabilities.........     5,887              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 6,461,111 and 6,544,831 shares issued 
         and outstanding, respectively ............     646                654
     Additional paid-in capital....................  49,459             50,349
     Accumulated deficit...........................  (8,118)           (16,404)
     Foreign currency translation adjustment.......  (5,115)            (4,823)
                                                    --------           --------
         Total shareholders' equity................  36,872             29,776
                                                    --------           --------
                                                    $68,196            $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  Nine Months Ended
                                                July 31,            July 31,
                                           ------------------  -----------------
                                              1998     1997       1998    1997
- --------------------------------------------------------------------------------
                                               (unaudited)         (unaudited)
Cash flows from operating activities:
   Net income ............................... $1,830   $2,534    $8,286  $9,750
   Adjustments to reconcile net income to net
   cash provided by (used for) operating activities:
     Depreciation and amortization...........    531      502     1,603   1,433
     Change in assets and liabilities:
     (Increase) decrease in accounts 
      receivable............................. (1,505)    (381)      (65)  1,125
     (Increase) decrease in license fee 
      receivables............................    (36)     150      (376)    165
     (Increase) decrease in inventories...... (4,342)   1,379    (5,203) (2,248)
     Increase (decrease) in accounts payable.  3,934     (800)    6,817  (1,844)
     Increase (decrease) in accrued expenses.   (211)     476      (641)   (807)
     Other...................................    201     (113)     (500)    449
                                              -------  -------   ------- ------
       Net cash provided by (used for)
       operating activities..................    402    3,747     9,921   8,023
                                              -------  -------   ------- ------
Cash flows from investing activities:
   Proceeds from sale of equipment...........      3       23        13     106
   Purchase of property and equipment........   (177)    (244)     (716)   (493)
   Software development costs................   (442)    (270)     (822)   (997)
   Other investments.........................    (24)     (11)     (220)   (429)
                                              -------  -------    ------ ------
     Net cash provided by (used for)
     investing activities....................   (640)    (502)   (1,745) (1,813)
                                              -------  -------    ------ ------
Cash flows from financing activities:
   Advances on bank credit facilities........    752    7,222     9,252  25,279
   Repayment on bank credit facilities ......   (752)  (9,722)  (11,152)(29,512)
   Repayment of term debt ...................     --      --     (1,786) (1,786)
   Proceeds from exercise of common stock 
      options................................     18        5       100      13
   Purchase of common stock..................   (720)     --       (998)    --
                                               -------  ------  ------- -------
     Net cash provided by (used for)
     financing activities....................   (702)  (2,495)   (4,584) (6,006)
                                               -------  ------  ------- -------
Effect of exchange rate changes on cash......     39      229        58      36
                                               -------  ------  ------- -------
     Net increase (decrease) in cash and
     temporary investments...................   (901)     979     3,650     240
Cash and temporary investments
     at beginning of period..................  7,922    1,138     3,371   1,877
                                              -------  --------  ------- -------
Cash and temporary investments
     at end of period........................ $7,021   $2,117    $7,021  $2,117
                                              =======  ========  ======= =======
The  accompanying  notes  are an  integral  part of the  condensed  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 July 31, 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 nine months then ended.  It is suggested
that  these  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  third  quarter  ended  July 31,  1998,  IMS  entered  into  license
agreements  and  litigation  settlements  with a  number  of  manufacturers  and
end-users  of  interactive  CNCs,  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
$1.0 million, net of expenses, all of which was received in the third quarter.

3.   PROVISION FOR FOREIGN INCOME TAXES

The provision for foreign income taxes  represents primarily foreign withholding
taxes and 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  $14.0 million as of July 31, 1998
(substantially  all related to firm  intercompany  sales  commitments) and $19.0
million as of October 31,  1997 ($17.8  million  related to  intercompany  sales
commitments).  Deferred  losses  related to hedges of future sales  transactions
were approximately  $194,000 as of July 31, 1998,  compared to deferred losses 
of $408,000 as of October 31, 1997.  Contracts  outstanding at July 31, 1998 
mature at various times through October 9, 1998. All contracts are for 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  stock method.  Common
stock equivalents totaled approximately 190,000 shares as of July 31, 1998. As 
of July 31, 1998,  the Company had  repurchased  125,000 shares of its common
stock under its previously-announced  stock repurchase program.

6.   ACCOUNTS RECEIVABLE

The  allowance  for  doubtful  accounts  was  $712,000  as of July 31,  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):

                                           July 31, 1998     October 31, 1997
                                           -------------     ----------------
     Purchased parts and sub-assemblies     $   11,896          $   9,749
     Work-in-process                             1,861              1,578
     Finished goods                             13,016             10,425
                                            ----------          ---------
                                            $   26,773          $  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 July
31, 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 July 31, 1998 Compared to Three Months Ended July 31, 1997

Sales  and  service  fees  for  the  third   quarter  of  fiscal  1998  declined
approximately  $1.2 million,  or 4.8%, from the amount recorded during the third
quarter  of fiscal  1997.  Of the total  decrease,  approximately  $373,000  was
attributable to the effects of a stronger U.S. dollar when  translating  foreign
sales of computerized machine systems for financial reporting purposes. Sales of
stand-alone  computer  numeric  control (CNC) systems,  substantially all of 
which were domestic, decreased approximately $916,000, or 22.5%, reflecting  
reduced shipments to original equipment manufacturers of the Company's 
Delta(TM) Series CNC systems, as well as a decrease in the related service fees,
as the Company repositions  these  products for marketing as  components of 
integrated machine systems. The Company's ongoing transfer of customer 
servicing responsibility to certain of its distributors also contributed to a 
decline in service fees. Sales of software and parts increased slightly over 
the third quarter of fiscal 1997.

New order  bookings  were  $22.1  million,  compared  to $25.7  million  for the
corresponding   1997  period,   a  decrease  of  14%.  Of  the  total  decrease,
approximately  $1.9  million  was  attributable  to a  reduction  in orders  for
stand-alone CNC systems  consistent with the Company's planned  repositioning of
these  products.  The balance,  which was associated with  computerized  machine
systems,  reflected  the  combined  effects  of  a  stronger  U.S.  dollar  when
translating  orders from  foreign  markets and a higher  percentage  of smaller,
lower-priced,   models  in  the  product  mix.  On  a  unit  basis,  orders  for
computerized  machine systems  increased  approximately  1.8%. A 27% increase in
orders from foreign markets - most notably  Germany and France,  which more than
compensated  for weakness in the United  Kingdom and Southeast Asia - was offset
by a  decline  of  approximately  30.4% in the  United  States,  reflecting  the
combined  effects  of an  unusually  strong  domestic  order  rate in the second
quarter of fiscal 1998,  the impact on certain  domestic  market  sectors of the
economic  turmoil  in Asia and the  recent  strike at  General  Motors  assembly
plants.  Backlog was $11.4 million at July 31, 1998 compared to $12.5 million at
April 30, 1998 and $7.5 million at October 31, 1997.

Gross profit  margins as a percentage of sales  continued to be strong at 29.8%,
compared to 29.1% in the third  quarter of fiscal  1997,  due,  in part,  to the
favorable  effects  of  the  strong  U.S.  dollar  on  the  Company's  costs  of
Asian-sourced products.

Operating  expenses  increased  $221,000,  or 4.1%, due primarily to new product
launches  and  expenses  associated  with  the  Company's  preparation  for  the
bi-annual  International  Manufacturing Trade Show to be held in September 1998.
The Company is introducing nine new  computerized  metal cutting machine systems
and four new computerized metal fabrication machine systems at IMTS.

License fees and payments  received in  settlements  of litigation  from certain
alleged  infringers  of  IMS'  interactive  machining  patents  aggregated  $1.0
million,  net of legal  expenses,  during the 1998 third quarter,  a decrease of
$196,000, or 16.0%, from the $1.2 million recorded during the corresponding 1997
period.  IMS has now granted  fully-paid  licenses to most of the  manufacturers
believed to be employing its technology and,  therefore,  aggregate  license fee
income for fiscal 1998 is likely to be less than the amount recorded in fiscal 
1997.
<PAGE>
Interest expense,  net of interest income,  for the third quarter of fiscal 1998
decreased  $324,000,  or 68.5%,  from the amount reported for the  corresponding
period  of  fiscal  1997,  reflecting  the  substantially  lower  amount of debt
outstanding.

The  provision  for foreign  income taxes of $381,000  relates  primarily to the
earnings of a foreign subsidiary which no longer has the benefit of net 
operating loss carryforwards to offset taxable income.

Nine Months Ended July 31, 1998 Compared to Nine Months Ended July 31, 1997

Sales and  service  fees for the first  nine  months  of fiscal  1998  decreased
approximately  $2.4 million,  or 3.4%,  compared to the corresponding  period of
fiscal 1997. Of the total  decrease,  approximately  $1.7 million  reflected the
effects  of a  stronger  U.S.  dollar when translating foreign currency sales of
computerized machine systems for financial reporting purposes.

Sales of  computerized  machine  systems  increased $2.7 million,  or 6.0%, when
measured at constant exchange rates. The increase was most pronounced in Europe 
where sales of computerized  machine systems  increased $2.8 million,  or 10.7%,
before the adverse impact of foreign currency  translation.  Sales of 
computerized  machine systems  were flat in the United  States but  declined  
$271,000,  or 40.0%,  in Southeast  Asia, before currency translation effects, 
due to the  continued  economic  turmoil  in that  region.  Also contributing to
the increase in computerized machine systems sales were $568,000 of sales of 
machine systems  featuring the Autobend(R) and Delta(TM)  Series CNC systems 
reflecting the repositioning of these product lines.

Sales of stand-alone CNC systems  declined $2.6 million,  or 20.1%,  compared to
the first nine months of fiscal 1997. The decrease was primarily attributable to
a decline in sales of the Company's  Delta(TM) Series and Autobend(R) CNC system
product lines to original  equipment  manufacturers  as the Company  repositions
these  products for inclusion as fully  integrated  components  of  computerized
machine  systems.  Currency  translation had little impact on the decline in CNC
system sales because the majority of CNC system sales occur in the U.S. market.

Service fees and parts sales declined $989,000,  or 8.8%, due principally to 
reduced service fees, reflecting the combined effects of the decline in  
stand-alone  CNC  systems  and the  Company's  ongoing  transfer  of customer 
servicing responsibility to certain of its distributors.

Operating expenses increased $336,000,  or 2.2%, during the first nine months of
fiscal  1998  compared  to the same  period in fiscal  1997.  The  increase  was
primarily  attributable to new product  launches and the Company's  preparations
for the bi-annual International Manufacturing Trade Show.

Interest  expense,  net of interest income,  for the first nine months of fiscal
1998  decreased   $900,000,   or  58.7%,   from  the  amount  reported  for  the
corresponding  period of  fiscal  1997 due  primarily  to $3.7  million  of debt
reduction and a $3.7 million increase in cash and temporary investments.

License fee income and  payments  received in  settlements  of  litigation  from
certain alleged infringers of IMS' interactive machining patents aggregated $6.2
million,  net of legal expenses and foreign  withholding taxes, during the first
nine months of fiscal  1998,  a decrease  of  $266,000,  or 4.1%,  from the $6.5
million recorded during the corresponding period of fiscal 1997.
<PAGE>
The provision for foreign  income taxes  consists of  approximately  $640,000 of
foreign  withholding  taxes in fiscal  1998  compared  to  $896,000  during  the
corresponding  period of fiscal  1997.  Also  included  in income tax expense in
fiscal 1998 is $571,000  of income tax  expense  related to the  earnings of a 
foreign subsidiary which no longer has the benefit of net operating loss 
carryforwards to offset taxable income.

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  nine  months of fiscal  1998.  See Note 4 to the  Condensed  Consolidated
Financial Statements.



<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At July 31, 1998, the Company had cash and temporary investments of $7.0 million
compared  to $3.4  million at October 31,  1997.  Cash  provided  by  operations
totaled  approximately  $400,000 in the third quarter of fiscal 1998 compared to
$3.7 million for the same period of fiscal  1997.  The decrease is primarily due
to an increase in operating working capital in the fiscal 1998 third quarter as
compared to a decrease in operating working capital in the prior year period,
along with the decrease in net income.

For the nine months ended July 31, 1998,  cash  provided by  operations  was
$9.9 million,  of which $6.9 million was  attributable  to license fees and 
payments received in settlements of litigation, net of related expenses.

Working capital was $26.1 million at July 31, 1998, compared to $22.9 million at
October 31, 1997. The increase was attributable primarily to an increase in cash
and temporary  investments of $3.7 million.  Inventory increased $4.3 million in
the third  fiscal  quarter and  approximately  $5.0  million for the first nine
months of the year,  reflecting increased computer control and electronic 
components on hand along with increased product deliveries from the Company's
contract  manufacturers.  Products are  purchased  under  commercial  letters of
credit with terms generally ranging from 60 to 120 days. Purchases are reflected
in increased  accounts  payable of $6.8 million for the fiscal year to date.  At
July 31,  1998,  accounts  payable  include  $9.2  million due under  commercial
letters of credit, of which approximately $5.6 million will mature in the fourth
fiscal  quarter  and  will be  funded  by  available  cash and  cash  flow  from
operations.  The ratio of current assets to current  liabilities was 2.0 to 1 at
July 31, 1998 and 2.2 to 1 at October 31, 1997.

Capital  investments  for the  quarter  and nine  months  ended  July  31,  1998
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.

As of July 31, 1998,  the Company had  repurchased  125,000 shares of its common
stock under its previously-announced  stock repurchase program. These shares are
reflected as a reduction of common stock  outstanding in  calculating  basic and
fully-diluted earnings per common share.

Total debt at July 31, 1998 was $6.4 million,  representing 15% of total 
capitalization,  compared to $16.0 million, or 39% of total capitalization,  
at July 31, 1997.  The Company's cash and temporary investments exceeded total 
debt at July 31, 1998.

Management  believes that  anticipated  cash flow from  operations and available
borrowings under 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 involving Centroid  Corporation  (Centroid) have
been  resolved.  In the action  commenced by IMS against  Centroid in the United
States District Court for the Eastern  District of Virginia,  a consent judgment
was entered in favor of IMS, the parties  agreed to a license for the Patent and
Centroid acknowledged the validity of the Patent. In a related action brought by
Centroid against IMS, the Company,  three officers of IMS and Patent counsel for
IMS in the United States District Court for the Middle District of Pennsylvania,
the action was dismissed  with  prejudice and Centroid  agreed to reimburse IMS,
the Company and its counsel for legal fees incurred in defending the action.

In a previously  reported action commenced by IMS against Haas Automation,  Inc.
and Gene Francis Haas which is pending in the United States  District  Court for
the Eastern  District of Virginia,  the court denied the defendants'  motion for
summary judgment and has scheduled trial for October 1998.

On July 17, 1998, IMS commenced an action against Okamoto  Corporation and Taizo
Hosoda  in the  United  States  District  Court  for the  Northern  District  of
Illinois.  The action seeks monetary damages,  injunctive relief, and attorneys'
fees and costs for infringement of the Patent. Additionally,  IMS has asserted a
related claim against the defendants arising out of their tortuous  interference
with IMS's  contractual  relationship with an expert witness who was retained to
testify in another  lawsuit.  IMS is  seeking  damages in excess of $75,000  and
exemplary damages against the defendants in the related claim.

Management  is unable to predict  the  outcome of any of the  actions  described
above.

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  financial
position or results of operations.





<PAGE>

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

At the  Company's  Annual  Meeting of  Shareholders  held on May 12,  1998,  the
following  individuals  were elected to the Board of Directors by the  following
votes cast at the meeting:

                                                                 Abstentions and
                             Affirmative Votes  Negative Votes  Broker Non-Votes
     Brian D. McLaughlin          5,954,005          1,417            34,610
     E. Keith Moore               5,954,082          1,340            34,610
     Richard T. Niner             5,954,578            844            34,610
     O. Curtis Noel               5,954,405          1,017            34,610
     Charles E.M. Rentschler      5,955,305            117            34,610


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



September 10, 1998




                                   Exhibit 11
                 Statement Re: Computation of Per Share Earnings


                         Three Months Ended             Nine Months Ended
                            July 31, 1998                 July 31, 1998
                       --------------------          ----------------------
                       1998           1997             1998           1997
                       --------------------          ----------------------     
(in thousands, except per share amount)
                          
                  Basic  Diluted  Basic  Diluted  Basic  Diluted  Basic  Diluted
                  ------------------------------   -----------------------------

Net income       $1,830  $1,830  $2,534  $2,534   $8,286  $8,286  $9,750  $9,750

Weighted average 
  shares
  outstanding     6,472   6,472   6,536   6,536    6,528   6,528   6,535   6,535

Assumed issuances 
  under stock 
  option plans       -      192      -      154       -      192      -      140
                   ------------------------------   ----------------------------
                  6,472   6,664   6,536   6,690    6,528   6,720   6,535   6,675


Earnings per 
  common share    $0.28   $0.27   $0.39   $0.38    $1.27   $1.23   $1.49   $1.46
                   ==============================  =============================


<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, 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>                   9-MOS
<FISCAL-YEAR-END>                              OCT-31-1998
<PERIOD-START>                                 NOV-1-1997
<PERIOD-END>                                   JUL-31-1998
<EXCHANGE-RATE>                                1
<CASH>                                         7,021
<SECURITIES>                                   0
<RECEIVABLES>                                  16,700
<ALLOWANCES>                                   712
<INVENTORY>                                    26,773
<CURRENT-ASSETS>                               51,501
<PP&E>                                         19,655
<DEPRECIATION>                                 10,556
<TOTAL-ASSETS>                                 68,196
<CURRENT-LIABILITIES>                          25,437
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       646
<OTHER-SE>                                     36,226
<TOTAL-LIABILITY-AND-EQUITY>                   68,196
<SALES>                                        67,106
<TOTAL-REVENUES>                               67,106
<CGS>                                          47,716
<TOTAL-COSTS>                                  47,716
<OTHER-EXPENSES>                               6,713
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             633
<INCOME-PRETAX>                                9,519
<INCOME-TAX>                                   1,233
<INCOME-CONTINUING>                            1,233
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   8,286
<EPS-PRIMARY>                                  1.27
<EPS-DILUTED>                                  1.23
        


</TABLE>


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