HURCO COMPANIES INC
10-Q, 2000-06-14
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

      Quarterly  report  pursuant  to  section  13 or  15(d)  of the  Securities
      Exchange  Act of 1934 for the  quarterly  period  ended  April 30, 2000 or
      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 4,
2000 was 5,951,859.


<PAGE>


                               HURCO COMPANIES, INC.
                      April 2000 Form 10-Q Quarterly Report

                                Table of Contents

                         Part I - Financial Information
<TABLE>
                                                                                       Page
<S>                                                                                     <C>
Item 1.       Condensed Financial Statements

              Condensed Consolidated Statement of Operations -
                  Three months and six months ended April 30, 2000 and 1999.............        3

              Condensed Consolidated Balance Sheet -
                  As of April 30, 2000 and October 31, 1999.............................        4

              Condensed Consolidated Statement of Cash Flows -
                  Three months and six months ended April 30, 2000 and 1999.............        5

              Condensed Consolidated Statement of Changes in Shareholders' Equity -
                  Six months ended April 30, 2000 and 1999..............................        6

              Notes to Condensed Consolidated Financial Statements......................        7


Item 2.       Management's Discussion and Analysis of Financial

              Condition and Results of Operations.......................................        10

Item 3.       Quantitative and Qualitative Disclosures About Market Risk................        13


                           Part II - Other Information

Item 1.       Legal Proceedings.........................................................        14

Item 6.       Exhibits and Reports on Form 8-K..........................................        14


Signatures..............................................................................        15

</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  CONDENSED FINANCIAL STATEMENTS

                               HURCO COMPANIES, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                    (In thousands, except per share data)

<TABLE>
                                                         Three Months Ended                    Six Months Ended
                                                          April 30,                             April 30,
                                                      2000             1999                2000             1999
                                                          (unaudited)                           (unaudited)
<S>                                               <C>             <C>                 <C>               <C>
Sales and service fees......................      $   24,197      $   21,532          $   48,722        $   42,679

Cost of sales and service...................          17,465          15,674              35,270            30,817

     Gross profit...........................           6,732           5,858              13,452            11,862


Selling, general and

administrative expenses.....................           5,623           5,352              11,443            10,686

Restructuring credit........................              --            (103)                 --              (103)

     Operating income ......................           1,109             609               2,009             1,279


Interest expense............................             228             340                 520               640

Other expense (income), net.................             231             (18)                213               (62)
     Income before taxes....................             650             287               1,276               701

Income tax expense (benefit)................              48            (267)                215               (28)

Net income..................................       $     602      $      554           $   1,061         $     729

Earnings per common share
     Basic..................................       $     .10      $      .09           $     .18         $     .12
     Diluted................................       $     .10      $      .09           $     .18         $     .12


Weighted average common
shares outstanding

     Basic..................................           5,952           5,945               5,952             6,011
     Diluted................................           6,024           6,031               6,015             6,100

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
</TABLE>

<PAGE>


                              HURCO COMPANIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET

                             (Dollars in thousands)
<TABLE>
                                                                                     April 30,       October 31,
                                                                                         2000              1999
                                                                                   (unaudited)         (audited)
<S>                                                                                <C>                 <C>
ASSETS
Current assets:
     Cash and cash equivalents...........................................          $    2,980          $   3,495
     Accounts receivable.................................................              17,352             17,154
     Inventories.........................................................              25,254             30,767
     Other...............................................................               1,219              1,440
         Total current assets............................................              46,805             52,856

Property and equipment:
     Land    ............................................................                 761                761
     Building............................................................               7,168              7,168
     Machinery and equipment.............................................              11,396             11,182
     Leasehold improvements..............................................                 982              1,005
         Less accumulated depreciation and amortization..................             (11,474)           (11,165)
                                                                                        8,833              8,951

Software development costs, less amortization............................               3,658              3,951
Other assets ............................................................               4,137              3,874
                                                                                   $   63,433          $  69,632

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable....................................................          $   10,729          $  10,891
     Accrued expenses....................................................               6,030              6,903
     Current portion of long-term debt..................................                1,786              1,786
         Total current liabilities.......................................              18,545             19,580

Non-current liabilities:
     Long-term debt......................................................               7,500             12,386
     Deferred credits and other obligations..............................               1,342              1,518
            Total non-current liabilities.......................................        8,842             13,904

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; 5,951,859
         and 5,951,859 shares issued and outstanding, respectively ......                 595                595
     Additional paid-in capital..........................................              46,340             46,340
     Accumulated deficit.................................................              (4,287)            (5,348)
     Foreign currency translation adjustment.............................              (6,602)            (5,439)
         Total shareholders' equity......................................              36,046             36,148
                                                                                   $   63,433          $  69,632
</TABLE>

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)
<TABLE>
                                                                      Three Months Ended           Six Months Ended
                                                                         April 30,                     April 30,
                                                                   2000           1999           2000           1999
                                                                        (unaudited)                   (unaudited)
<S>                                                             <C>          <C>             <C>           <C>
Cash flows from operating activities:

   Net income ................................................  $      602   $      554      $    1,061    $      729
   Adjustments to reconcile net income to net
   cash provided by (used for) operating activities:
     Depreciation and amortization............................         729          449           1,263           983
     Change in assets and liabilities:
     (Increase) decrease in accounts receivable...............      (2,626)        (638)           (958)        2,657
     (Increase) decrease in inventories.......................       1,624          306           4,497        (1,701)
     Increase (decrease) in accounts payable..................         893       (2,731)            (87)       (6,802)
     Increase (decrease) in accrued expenses..................      (1,074)        (198)           (699)       (1,244)
     Other....................................................         493          52              586           162
       Net cash provided by (used for)
       operating activities...................................         641       (2,206)          5,663        (5,216)

Cash flows from investing activities:

   Proceeds from sale of equipment............................         (17)          55              11            72
   Purchase of property and equipment.........................        (345)        (394)           (553)         (644)
   Software development costs.................................        (303)        (306)           (479)         (532)
   Other investments..........................................         (35)         (49)            (35)         (211)
     Net cash provided by (used for)
     investing activities.....................................        (700)        (694)         (1,056)       (1,315)

Cash flows from financing activities:

   Advances on bank credit facilities.........................       6,650       25,599          13,100        41,050
   Repayment on bank credit facilities .......................      (7,650)     (21,469)        (16,200)      (29,769)
   Repayment of term debt ....................................          --           --          (1,786)       (1,786)
   Proceeds from exercise of common stock options.............          --           --              --             2
   Purchase of common stock...................................          --           --              --        (2,379)
     Net cash provided by (used for)
     financing activities.....................................      (1,000)       4,130          (4,886)        7,118

Effect of exchange rate changes on cash.......................        (133)        (150)           (236)         (169)

     Net increase (decrease) in cash and
     temporary investments....................................      (1,192)       1,080            (515)          418

Cash and temporary investments
     at beginning of period...................................       4,172        2,614           3,495         3,276

Cash and temporary investments
     at end of period.........................................   $   2,980    $   3,694        $  2,980     $   3,694

</TABLE>
The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
<PAGE>


                                HURCO COMPANIES, INC.
                   CONSOLIDATED    STATEMENTS   OF   CHANGES   IN
                     SHAREHOLDERS'  EQUITY  For the Six Months
                           Ended April 30, 2000 and 1999
<TABLE>
                                                                                                Accumulated
                                                                                                   Other
                                                                                               Comprehensive
                                            Common Stock                                          Income:
                                      -------------------------                                   Foreign
                                         Shares                  Additional                      Currency
                                        Issued &                  Paid-In      Accumulated      Translation
                                       Outstanding   Amount       Capital        Deficit        Adjustment        Total
                                                                    (Dollars in thousands)
<S>                                     <C>             <C>        <C>          <C>                <C>           <C>
     Balances, October  31, 1998        6,340,111       $634       $48,662      $(7,150)           $(4,406)      $37,740
                    (unaudited)
Net income.......................              --         --            --          729                 --           729
Translation of foreign currency
Comprehensive income (loss)......                                                                                   (375)
Exercise of Common Stock Options.           1,000         --             2           --                 --             2
Purchase of Common Stock.........        (395,752)       (39)       (2,340)          --                 --        (2,379)


     Balances, April 30, 1999           5,945,359       $595       $46,324      $(6,421)           $(5,510)      $34,988


     Balances, October 31, 1999         5,951,859       $595       $46,340      $(5,348)           $(5,439)      $36,148
                    (unaudited)
Net income.......................              --         --            --        1,061                 --         1,061
Translation of foreign currency
Comprehensive income (loss)......                                                                                   (102)
Exercise of Common Stock Options.              --         --            --           --                 --            --

     Balances, April 30, 2000           5,951,859       $595       $46,340      $(4,287)           $(6,602)      $36,046

</TABLE>

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. We are 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, 2000 and 1999 is unaudited
but includes all adjustments which we consider necessary for a fair presentation
of our financial  position at those dates and our results of operations and cash
flows for the six  months  then  ended.  We  suggest  you read  these  condensed
financial  statements in conjunction with the financial statements and the notes
thereto  included in our Annual  Report on Form 10-K for the year ended  October
31, 1999.

2.   HEDGING

We hedge our exposure to fluctuations in foreign currency  exchange rates  from
time to time by using foreign  currency forward  exchange  contracts.  The U.S.
dollar  equivalent  notional  amount of  outstanding  foreign  currency  forward
exchange  contracts  was  approximately  $6.9 million as of April 30, 2000 ($3.9
million related to firm intercompany  sales  commitments) and $4.5 million as of
October 31, 1999 ($2.1 million related to firm intercompany sales  commitments).
Deferred   losses   related  to  hedges  of  future  sales   transactions   were
approximately  $7,000 and $48,000 as of April 30,  2000 and  October  31,  1999,
respectively.  Contracts  outstanding  at April 30, 2000 mature at various times
through August 2000.

3.   EARNINGS PER SHARE

Basic and diluted  earnings per common  share are based on the weighted  average
number of shares of common stock outstanding.  Diluted earnings per common share
give effect to outstanding stock options using the treasury stock method. Common
stock equivalents totaled approximately 72,000 shares as of April 30, 2000.

4.   ACCOUNTS RECEIVABLE

The  allowance  for  doubtful  accounts  was  $618,000  as of April 30, 2000 and
$687,000 as of October 31, 1999.

5.   INVENTORIES

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

                                          April 30, 2000       October 31, 1999
     Purchased parts and sub-assemblies       $10,282               $ 9,104
     Work-in-process                              506                 1,070
     Finished goods                            14,466                20,593
                                              $25,254               $30,767
<PAGE>
6.   TAX CONTINGENCY

A German tax examiner has contested the transfer of net operating losses between
two of our German  subsidiaries  that merged in fiscal 1996.  The contingent tax
liability  resulting  from this issue is  approximately  $1.4  million.  We have
protested  this  matter and have not yet  received a ruling  from the German tax
authorities  on the tax  examiner's  findings and our  protest.  In the event an
unfavorable ruling is received from the German tax authorities, we will consider
whether  to appeal  to the  German  Federal  Tax  Court.  No  provision  for the
contingency has been recorded.

7.   SEGMENT INFORMATION

We operate in a single segment:  industrial  automation  systems.  We design and
produce  interactive  computer  control  systems and software  and  computerized
machine systems for sale through our own  distribution  network to the worldwide
metal  working  market.  We also  provide  software  options,  computer  control
upgrades,  accessories  and  replacement  parts  for  our  products,  as well as
customer service and training support.

Substantially  all of our  machine  systems  and  computer  control  systems are
manufactured to our specifications by contract manufacturing companies in Taiwan
and  Europe.  Our  executive  offices  and  principal  design,  engineering  and
manufacturing management operations are headquartered in Indianapolis,  Indiana.
We sell our products through over 240 independent  agents and distributors in 45
countries throughout North America, Europe and Asia. We also have our own direct
sales and service organizations in the United States, England,  France, Germany,
Italy and  Singapore,  which are  considered  to be among the world's  principal
computerized machine system consuming countries.

8.   RESTRUCTURING CHARGE

In fiscal 1998, we recorded a reserve for anticipated  costs associated with the
restructuring  of a  subsidiary  to convert its  operations  from  manufacturing
computer controls to sales and service of computerized machine systems. At April
30, 2000, the  restructuring  reserve  balance was $351,374 and consisted of the
following:
<TABLE>
                                                 Balance        Charges to                        Balance
Description                                      10/31/99          Accrual        Adjustment      4/30/00
<S>                                              <C>              <C>                <C>           <C>
Excess Building Capacity                         $285,899              --                --        $285,899
Equipment Leases                                   77,379          11,904                --          65,475
                                                 $363,278         $11,904            $   --        $351,374

</TABLE>


<PAGE>


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  may  constitute   "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  forward-looking  statements  involve  known and  unknown  risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements of the machine tool industry to be materially different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Such factors include, among others, (i) changes in
general  economic and business  conditions  that affect demand for  computerized
machine systems,  computer numeric control (CNC) systems and software  products,
(ii) changes in manufacturing  markets,  (iii) innovations by competitors,  (iv)
quality  and  delivery  performance  by  our  contract   manufacturers  and  (v)
governmental  actions and initiatives  including import and export  restrictions
and tariffs.

RESULTS OF OPERATIONS

Three Months Ended April 30, 2000 Compared to Three Months Ended April 30, 1999

Net income for the second quarter ended April 30, 2000 was $602,000, or $.10 per
share on a  diluted  basis,  which  compares  to  $554,000,  or $.09 per  share,
reported for the corresponding period a year ago. When comparing the results for
the two  periods,  it should be noted that net  income  for the 2000  period was
unfavorably  impacted by approximately  $600,000 due to the financial effects of
changes in foreign currencies, primarily the stronger U.S. dollar in relation to
those linked to the Euro.  In addition,  results for the second  quarter of 1999
were favorably impacted by a $103,000 adjustment to a restructuring  reserve and
a $377,000 tax asset  recorded by a foreign  subsidiary,  due to a change in tax
status,  which  resulted  in a net tax  benefit  of  $267,000,  rather  than tax
expense.

Sales and service fees for the second quarter were $24.2 million,  approximately
$2.7  million,  or 12%,  higher  than those  recorded  in the 1999  period,  not
withstanding the unfavorable  currency  translation  effects of the strengthened
dollar when  translating  sales made in foreign  currencies.  At exchange  rates
comparable to those  prevailing in the second quarter of fiscal 1999,  sales and
service fees for the 2000 period would have been $25.3  million,  an increase of
approximately  $3.8 million,  or 18%, over the 1999 period. The increase was due
almost  entirely  to  increased  shipments  of  computerized   machine  systems,
reflecting  stronger  order  rates  on a  global  basis.  Machine  system  sales
increased $3.5 million,  or 23%, when measured at exchange  rates  comparable to
those  in  the  1999  period.  International  sales,  net of  currency  effects,
represented  approximately  51% of net  sales  and  service  fees,  compared  to
approximately 49% in the 1999 period.

New order  bookings  during the second quarter of fiscal 2000 were $26.0 million
compared to $20.0 million for the corresponding 1999 period, an increase of 30%.
When measured at exchange rates comparable to those in the 1999 period, however,
new orders in the latest period were  approximately  36% higher than in the 1999
period.  Orders for computerized  machine systems increased 52% in units and 47%
in constant dollars, while orders for stand-alone computer controls approximated
<PAGE>
the prior  year  level.  Orders  for  computerized  machine  systems in the U.S.
increased  approximately  $2.8 million,  or 57%, and in Southeast Asia increased
$1.0  million,  over 300% of the fiscal 1999 level.  In Europe,  machine  system
orders increased $2.6 million,  or 29%, measured in constant dollars,  primarily
in Germany and the United Kingdom.

Selling,  general  and  administrative  expenses,  which  include  research  and
development  expenses,  increased by $271,000, or 5%, over those recorded in the
1999 period,  due primarily to the  incremental  expense  associated with direct
sales forces in Italy and certain  territories in the U.S.,  which was partially
offset by the effects of the strengthened U.S. dollar when translating  expenses
incurred in foreign currencies.

Interest expense decreased by $112,000,  or 33%, from the amount recorded in the
corresponding  period of 1999,  due  primarily  to a $6.6  million  reduction in
average debt  outstanding  for the three months ended April 30, 2000 compared to
the prior year period,  as a result of enhanced cash flow from  operations.  The
effect on interest expense of increased interest rates was not significant.

Other  expense (net)  increased to $231,000  compared to other income of $18,000
reported for the corresponding  period of fiscal 1999, due primarily to realized
and unrealized currency losses associated with accounts  receivable  denominated
in foreign  currencies,  primarily those linked to the Euro,  which for the most
part, were not covered by forward hedge contracts during the 2000 period.

Six Months Ended April 30, 2000 Compared to Six Months Ended April 30, 1999

Net income for the six months ended April 30, 2000 was $1.1 million, or $.18 per
share on a  diluted  basis,  which  compares  to  $729,000,  or $.12 per  share,
reported  for the  corresponding  period a year ago. The  comparability  of 2000
results to those for the first half of 1999 was  subject to the same  factors as
those noted in the discussion of quarterly results.

Sales and  service  fees for the first half of fiscal  2000 were $48.7  million,
approximately  $6.0  million,  or 14%,  higher  than those  recorded in the 1999
period, in spite of the unfavorable  effects of a substantially  stronger dollar
when translating sales made in foreign currencies. At comparable exchange rates,
net sales for the first half of 2000 would have been $51.2 million,  an increase
of approximately  $8.6 million,  or 20%, over the corresponding 1999 period. The
increase was due almost entirely to increased shipments of computerized  machine
systems, reflecting stronger order rates on a global basis. Machine system sales
increased $8.1 million,  or 26%, when measured at exchange  rates  comparable to
those in the 1999 period.

New order bookings during the first half of 2000 were $49.1 million  compared to
$44.7  million for the  corresponding  1999  period,  an  increase of 10%.  When
measured at exchange rates comparable to those in the 1999 period,  however, new
orders in the 2000 first half were  approximately  15% higher  than in the first
half of 1999. Orders for computerized machine systems increased 26% in units and
20% in constant dollars, while orders for stand-alone computer controls declined
by 16% in constant dollars.  Orders for computerized machine systems in the U.S.
increased  approximately  $3.9 million,  or 39%, and in Southeast Asia increased
$2.4 million, over 400% above the fiscal 1999 level.
<PAGE>
Selling,  general  and  administrative  expenses,  which  include  research  and
development expenses,  increased by $757,000, or 7%, due primarily to additional
direct  sales  forces in Italy and certain  territories  in the U.S., which was
partially offset by the effects of weaker foreign currencies when translating
expenses incurred in foreign currencies.

Interest expense decreased by $120,000,  or 19%, from the amount recorded in the
corresponding  period of 1999,  due  primarily  to a $3.0  million  reduction in
average debt outstanding for the six months ended April 30, 2000 compared to the
prior year period, as a result of enhanced cash flow from operations. The effect
on interest expense of increased interest rates was not significant.

Other  expense (net)  increased to $213,000  compared to other income of $62,000
reported for the corresponding  period of fiscal 1999, due primarily to realized
and unrealized currency losses associated with accounts  receivable  denominated
in foreign  currencies,  primarily those linked to the Euro,  which for the most
part, were not covered by forward hedge contracts during the 2000 period.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2000, we had cash and cash  equivalents of $3.0 million compared to
$3.5  million at October 31,  1999.  Cash  provided by  operations  totaled $5.7
million in the first half of fiscal  2000,  compared  to $5.2  million  used for
operations  in the same  period  of  fiscal  1999.  The cash  flow  provided  by
operations  resulted in a $4.9 million  reduction  in long-term  debt during the
first half of fiscal 2000.

Net  working  capital  was $28.3  million at April 30,  2000, compared to $33.3
million at October  31,  1999.  The  decline is  attributable  principally  to a
decrease in inventory of $4.5 million.

The decrease in inventory,  consisting  primarily of finished products available
for  shipment,  is  attributable  to a planned  decrease  in  production  by our
contract  manufacturers,  combined with increased shipments in the first half of
fiscal 2000.

Capital  investments in the first half of fiscal 2000  consisted  principally of
expenditures for software development projects and purchases of equipment.  Cash
used for investing activities during the first half was derived from operations.

We were in  compliance  with all of our loan  covenants  at April 30,  2000.  We
believe that  anticipated  cash flow from  operations  and available  borrowings
under  credit  facilities  will be  sufficient  to  meet  our  anticipated  cash
requirements in the foreseeable future.


<PAGE>


Item 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK

Interest Rate Risk

Interest on our bank  borrowings is affected by changes in  prevailing  U.S. and
European interest rates and/or Libor. The interest rates on the Libor portion of
our bank credit facilities are based upon a ratio of total  indebtedness to cash
flow for the  preceding  twelve  month  period and are  payable at Libor plus an
amount ranging from 1.0% to 2.0% based upon a prescribed  formula.  At April 30,
2000,  outstanding borrowings under our bank credit facilities were $7.5 million
and our total  indebtedness  was $9.3  million.  The interest  rate on the Libor
portion of our bank debt was Libor plus 1.5%.

Foreign Currency Exchange Risk

A significant portion of our products is sourced from foreign suppliers or built
to our specifications by contract manufacturers  overseas. Our arrangements with
these  suppliers  typically  include foreign  currency risk sharing  agreements,
which  reduce (but do not  eliminate)  the effects of currency  fluctuations  on
product costs. The predominant portion of our exchange rate risk associated with
product purchases relates to the New Taiwan Dollar.

In fiscal 2000,  approximately  57.6% of our sales and service  fees,  including
export sales, were derived from foreign markets. All of our computerized machine
systems and computer numerical control systems,  as well as certain  proprietary
service  parts,  are sourced by our  U.S.-based  engineering  and  manufacturing
division  and  re-invoiced  to  our  foreign  sales  and  service  subsidiaries,
primarily in their functional currencies. We enter into forward foreign exchange
contracts from time to time to hedge the cash flow risk related to inter-company
sales and inter-company  accounts  receivable denominated in foreign currencies.
We do not speculate  in the  financial  markets  and,  therefore,  do not enter
into these contracts for trading purposes.

Forward  contracts for the sale of foreign  currencies as of April 30, 2000 were
as follows:
<TABLE>
                                                Weighted
                        Notional Amount           Avg.           Notional
Forward Contracts         in Foreign            Forward         Amount in        Market Value
                            Currency              Rate            U.S. $            in US$        Maturity Dates
    <S>                     <C>                   <C>            <C>               <C>            <C>

    Sterling                  975,000             1.5962         1,556,314         1,514,565      May - Aug. 2000

    Euro                    5,876,000              .9176         5,391,868         5,356,562      May - June 2000

</TABLE>

<PAGE>


                           PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

As  reported  in our Annual  Report on Form 10-K for the year ended  October 31,
1999, our subsidiary, IMS Technology,  Inc. (IMS) is a party to an ongoing legal
proceeding  involving  Haas  Automation Inc. and its owner (collectively, Haas).
IMS has alleged that Haas infringed one of its Interactive  Computer  Numerical
Control patents.  In October  1998,  the  trial  court  granted  summary
judgment  in favor of Haas, dismissing  the action.  IMS filed an appeal and
Haas filed a  cross-appeal.  In March 2000,  the Court of Appeals  reversed the
trial  court's  grant of summary judgment  of  non-infringement  in  favor of
Haas on two of the  claims  IMS has asserted  against  Haas.  The Court also
ruled that the trial court erred in its construction  of a key term and vacated
a separate  ruling of  non-infringement. Finally,  the Court of Appeals affirmed
the trial  court's  findings  on claim construction issues,  which Haas had
raised in its cross-appeal.  The action has now been  remanded  to the trial
court  for  further  proceedings  and the trial is expected to commence in July
or August. Although we continue to believe that IMS claims of patent
infringement have substantial  merit, we are unable to predict the outcome of
this matter at this time.

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

     (a)      Exhibits

     10.1         Employment Letter Between the Registrant and Bernard C.
                  Faulkner, dated February 4, 2000

     11           Statement re:  Computation of Per Share Earnings

     27           Financial Data Schedule (electronic filing only)

     (b)      Reports on Form 8-K:  None


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and 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 13, 2000


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