Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) or the Securities Exchange
Act of 1934.
For the fiscal year ended December 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 Number 0-15760
----------
HARDINGE INC.
(Exact name of registrant as specified in its charter)
NEW YORK 16-0470200
- ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Hardinge Drive, Elmira, New York 14902-1507
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) Zip Code
(607) 734-2281
---------------------------------------------------
Registrant's telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
Securities pursuant to section 12(g) of the Act:
Common Stock with a par value of $.01 per share
Preferred Stock purchase rights
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 1, 1999:
Common Stock, $.01 par value--$109,503,241.
The number of shares outstanding of the issuer's common stock as of February 1,
1999:
Common Stock, $.01 par value 9,846,323 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Hardinge Inc.'s Proxy Statement filed with the Commission on March
12, 1999 are incorporated by reference to Part III of this Form.
PART I
ITEM 1.--BUSINESS
General
Hardinge Inc.'s principal executive offices are located at One Hardinge
Drive, Elmira, New York 14902-1507; telephone (607) 734-2281. The Company has
six wholly owned subsidiaries. Canadian Hardinge Machine Tools, Ltd. located
near Toronto, Ontario was established by Hardinge Inc. in 1958. Hardinge
Machine Tools, Ltd. was established in the United Kingdom in 1939 and became a
wholly owned subsidiary in 1981 when it redeemed the shares previously held by
others. Hardinge GmbH was established by the Company in Germany in 1987. In
November 1995, the Company acquired 100% of the outstanding stock of L.
Kellenberger & Co., AG of St. Gallen, Switzerland and its subsidiary,
Kellenberger, Inc. (collectively referred to as "Kellenberger"). The
Kellenberger, Inc. subsidiary was then liquidated in 1998. During 1996,
Hardinge Shanghai Company, Ltd. was established near Shanghai, People's
Republic of China. In April 1997, the Company acquired 100% of the outstanding
stock of Hansvedt Industries, Inc. Additionally, the Company is a majority
owner in Hardinge Taiwan Limited, located in Taichung City, (Taiwan) Republic
of China.
The Company's headquarters is located in Chemung County, New York, which
is on the south-central border of upstate New York. The Company has
manufacturing facilities located in Chemung County, New York and St. Gallen,
Switzerland. The Company assembles machinery at its Shanghai, PRC facility for
deliveries to customers in Asia. The Company manufactures the majority of the
products it sells, purchasing a few machine accessories from other
manufacturers for resale.
References to Hardinge Inc., the "Company", or "Hardinge" are to Hardinge
Inc. and its predecessors and subsidiaries, unless the context indicates
otherwise. The Company changed its name in 1995 from Hardinge Brothers, Inc. to
Hardinge Inc.
Products
Hardinge Inc. has been a manufacturer of industrial-use
Super-Precision[R] and general precision turning machine tools since 1890.
Turning machines, or lathes, are power-driven machines used to remove material
from a rough-formed part by moving multiple cutting tools arranged on a turret
assembly against the surface of a part rotating at very high speeds in a
spindle mechanism. The multi-directional movement of the cutting tools allows
the part to be shaped to the desired dimensions. On parts produced by Hardinge
machines, those dimensions are often measured in millionths of inches. Hardinge
considers itself to be a leader in the field of producing machines capable of
consistently and cost-effectively producing parts to those dimensions.
In the late 1970's, Hardinge began to produce computer numerically
controlled ("CNC") machines which use commands from an on-board computer to
control the movement of cutting tools and rotation speeds of the part being
produced. The computer control enables the operator to program operations such
as part rotation, tooling selection and tooling movement for a specific part
and then store that program in memory for future use. The machine is able to
produce parts while left unattended when connected to automatic bar-feeding or
robotics equipment designed to supply raw materials. Because of this ability,
as well as superior speed of operation, a CNC machine is able to produce the
same amount of work as several manually controlled machines, as well as reduce
the number of operators required. Since the introduction of CNC turning
machines, continual advances in computer control technology have allowed for
easier programming and additional machine capabilities.
In 1994, the Company expanded its machine tool line to include CNC
vertical turning machines and vertical machining centers, the first sales of
which occurred during the first quarter of 1995. Prior to that, all of the
Company's turning machines were horizontal which means that the spindle holding
the rotating part and the turret holding the cutting tools are arranged on a
horizontal plane. On a vertical turning machine, the spindle and turret are
aligned on a vertical plane, with the spindle on the bottom. A vertical turning
machine permits the customer to produce larger, heavier and more oddly shaped
parts on a machine that uses less floor space when compared to a traditional
horizontal turning machine.
A vertical machining center cuts material differently than a turning
machine. These machines are designed to remove material from stationary,
prismatic (box-like) parts of various shapes with rotating tools that are
capable
1
of milling, drilling, tapping, reaming and routing. Machining centers have
mechanisms that automatically change tools based on commands from a built-in
computer control without the assistance of an operator. Machining centers are
generally purchased by the same customers as turning machines. They are being
marketed by the Company on the basis that a customer will be able to obtain
machining centers with the same quality and reliability as the Company's
turning machines and will be able to obtain its turning machines and machining
centers from a single supplier.
The Company has further extended its machine offerings into the grinding
machine sector of the metal-cutting machine tool industry with the acquisition
of Kellenberger. Grinding is a machining process where a surface is shaped to
closer tolerances with a rotating abrasive wheel or tool. Grinding machines can
be used to finish parts of various shapes and sizes.
The grinding machines of Kellenberger are used to grind the inside and
outside diameters of round, cylindrical parts. Such grinding machines are
typically used to provide for a more exact finish on a part which has been
partially completed on a lathe. The grinding machines of Kellenberger, which
are manufactured in both CNC and manually controlled models, are generally
purchased by the same type of customers as other Hardinge equipment and further
the ability of the Company to be a sole source supplier for its customers.
During 1997, Kellenberger and Hardinge combined their respective skills to
introduce a new jointly developed line of grinders, the Kel-Vision.
Beginning in 1996, the Company took yet another step to address a new
market segment with the introduction of its Cobra[TM] line of lathes, offering
basic, no frills, yet very reliable and accurate machines. The Cobra line
provides a relatively inexpensive product offering for potential customers with
limited financial resources. Further refining its ability to provide products
aimed at particular types of customer applications, Hardinge in 1998 introduced
the Conquest Twin Turn 65 dual spindle, twin turret lathe. This is the most
technologically advanced machine tool Hardinge has ever built. This machine is
specially designed to manufacture complex parts within a single machining
cycle.
In 1997, the Company entered the market for electrical discharge machines
("EDM") with its acquisition of Hansvedt Industries, Inc. EDM's are used to
produce complex metal parts through a process of erosion with electricity using
either a cutting wire or electrode. EDM's are used by many of the same
customers who purchase other Hardinge products, adding a new dimension to the
Company's product lines without moving beyond its core businesses.
Multiple options are available on the broad range of the Company's
machines which allow customers to customize their machines for the specific
purpose and cost objective they require. The Company produces machines for
stock with popular option combinations for immediate delivery, as well as
machines made to specific customer orders. In recent years, the Company has
increasingly emphasized the engineering of complete systems for customers who
desire one or more CNC machines to produce a specific part. In configuring
complete systems, the Company provides, in addition to its machines, the
necessary computer programming and tooling, as well as robotics and other parts
handling equipment manufactured by it or others.
All Hardinge machines can be used to produce parts from all of the
standard ferrous and non-ferrous metals, as well as plastics, composites and
exotic materials.
In addition, the Company offers the most extensive line available in the
industry of workholding and toolholding devices, which may be used on both its
turning machines and those produced by others. The Company considers itself to
be a worldwide leader in the design and manufacture of workholding and
toolholding devices. It also offers a complete line of six-foot and twelve-foot
bar feed systems for its CNC and manual turning machines, which hold the
workpiece steady and feed it into the turning machine. Also produced are a
variety of other optional equipment and accessories for its machines. The
Company has further expanded its workholding products with the addition of its
Sure-Grip[TM] line of power jaw chucks.
The Company offers various warranties on its equipment and considers
post-sales support to be a critical element of its business. Services provided
include operation and maintenance training, maintenance, and in-field repair.
The Company's intent, where practical, is to provide readily available
replacement parts throughout the life of the machine.
Markets and Distribution
Sales are principally in the United States and Western Europe. In
addition, sales are made to customers in Canada, China, Mexico, Japan,
Australia and other foreign countries.
2
The Company primarily markets its machine tools through its direct sales
force and through distributors and manufacturers' representatives in the United
States and abroad. The Company uses a similar system of employee sales
personnel and independent distributors in the United Kingdom and Canada. In
other countries, the Company primarily sells through distributors.
The Company's U.S. distributors have the exclusive right to distribute its
products in particular markets, although these markets are located in less
industrialized areas of the country.
The Company's sales personnel earn a fixed salary plus commission based
upon a percentage of net sales. Certain of the Company's distributors operate
independent businesses, purchase machine tools and non-machine products from
the Company and maintain inventories of these products and spare parts for
their customers, while other distributors merely sell machine tools on behalf
of the Company. The Company's commission schedule is adjusted to reflect the
level of aftermarket support offered by its distributors.
The Company provides long-term financing for the purchase of its equipment
by qualified customers. The Company regards this program as an important part
of its marketing efforts, particularly to independent machine shops. Customer
financing is offered for a term of up to seven years, with the Company
retaining a security interest in the equipment. In response to competitive
pressures, the Company occasionally offers this financing at below market
interest rates or with deferred payment terms. The present value of the
difference between the actual interest charged on customer notes for periods
during which finance charges are waived or reduced and the estimated rate at
which the notes could be sold to financial institutions is accounted for as a
reduction of the Company's net sales.
The Company's non-machine products mainly are sold in the United States
through telephone orders to a toll-free "800" telephone number, which is linked
to an on-line computer order entry system maintained by the Company at its
Elmira headquarters. In most cases, the Company is able to package and ship
in-stock tooling and repair parts within 24 hours of receiving orders. With
more popular items, the Company can package and ship within several hours.
The Company promotes recognition of its products in the marketplace
through advertising in trade publications and participation in industry trade
shows. In addition, the Company markets its non-machine products through
publication of general catalogues and other targeted catalogues, which it
distributes to existing and prospective customers.
A substantial portion of the Company's sales are to small and medium-sized
independent job shops, which in turn sell machined parts to their industrial
customers. Industries directly and indirectly served by the Company include
automotive, medical equipment, aerospace, defense, recreational equipment, farm
equipment, construction equipment, energy, and transportation. Sales to the
automobile industry accounted for 13%, 17% and 9% of the Company's net sales in
1998, 1997 and 1996, respectively.
The Company operates in a single business segment, industrial machine
tools.
Competitive Conditions
The primary competitive factors in the marketplace for the Company's
machine tools are reliability, price, delivery time, service and technological
characteristics. There are many manufacturers of machine tools in the world.
They can be categorized by the size of material their products can machine and
the precision level they can achieve. In the size and precision level the
Company addresses with its turning machines and machining centers, the primary
competition comes from several Japanese manufacturers. Several German
manufacturers also compete with the Company, primarily in Europe. The
Kellenberger machines compete with Japanese, German and other Swiss
manufacturers. Hansvedt EDMs compete primarily with similar products produced
by European and Asian builders. Management considers its segment of the
industry to be extremely competitive. The Company believes that it brings
superior quality, reliability, value, availability, capability and support to
its customers.
Sources and Availability of Raw Materials
The Company manufactures and assembles its lathes, machining centers,
Hansvedt electrical discharge machines and related products at its Elmira, New
York plant. The Kellenberger grinding machines and related products are
manufactured at its St. Gallen, Switzerland plant. Products are manufactured by
the Company from various raw materials, including cast iron, sheet metal, bar
steel and bearings. Although the Company's operations are highly
3
integrated, it purchases a number of components from outside suppliers,
including the computer and electronic components for its CNC lathes and
machining centers. There are multiple suppliers for virtually all of the
Company's raw material and components and the Company has not experienced a
supply interruption in recent years.
A major component of the Company's CNC machines is the computer and
related electronics package. The Company purchases these components for its
lathes and machining centers primarily from Fanuc Limited, a large Japanese
electronics company, except on occasions where a significant customer order
specifies a different control. While the Company believes that design changes
could be made to its machines to allow sourcing from several other existing
suppliers, and occasionally does so for these special orders, a disruption in
the supply of the Fanuc components could cause the Company to experience a
substantial disruption of its operations, depending on the circumstances at the
time. Kellenberger assembles an electronics package of its own design.
The Company utilizes several quality and process control programs,
including Total Quality Management. The Company's quality management system is
certified to the ISO 9001 Quality Standard of the International Standards
Organization. The ISO 9001 Quality System is an internationally accepted
quality standard for commercial operations, such as product design
verification, reviewing the quality of suppliers, imperfection and testing
requirements and maintaining quality records. The Company believes that these
initiatives have helped it maintain the quality and reliability of its
products.
Research and Development
The Company's ongoing research and development program involves creating
new products and modifying existing products to meet market demands and
redesigning existing products to reduce the cost of manufacturing. The research
and development department is staffed with experienced design engineers with
technical through doctorate degrees.
The cost of research and development, all of which has been charged to
operations, amounted to $8,630,000, $8,415,000, and $7,932,000, in 1998, 1997
and 1996, respectively.
Patents
Although the Company holds several patents with respect to certain of its
products, it does not believe that its business is dependent to any material
extent upon any single patent or group of patents.
Seasonal Trends and Working Capital Requirements
The Company is not subject to significant seasonal trends. Its business,
and that of the machine tool industry in general, is cyclical. However, the
Company's quarterly results are subject to significant fluctuation based on the
timing of its shipments of machine tools, which are largely dependent upon
customer delivery requirements. Traditionally, the Company has experienced
reduced activity during the third quarter of the year, largely as a result of
vacations scheduled at its U.S. and European customers' plants and the
Company's policy of closing its facilities during the first two weeks of July.
As a result, the Company's third-quarter net sales, income from operations and
net income typically have been the lowest of any quarter during the year.
The ability to deliver products within a short period of time is an
important competitive criterion. Also, the Company feels it is important to
provide availability of replacement parts for a machine throughout its useful
life. These factors contribute to a requirement that the Company carry
significant amounts of inventory.
For many years, the Company has periodically sold a substantial portion of
the customer notes receivable generated by its customer financing program to
various financial institutions. While the Company's customer financing program
has an impact on its month-to-month borrowings, it has had little long-term
impact on its working capital requirements because of the sales of these notes.
Backlog
The Company normally ships its machine products within two to three months
after order. The Company's order backlog at December 31, 1998 and 1997 was
$32,260,000 and $56,857,000, respectively. The reduction in backlog during 1998
is largely a result of a general decline in orders and in particular from the
automotive industry.
Orders are generally subject to cancellation by the customer prior to
shipment. The level of unfilled orders at any given date during the year may be
materially affected by the timing of the Company's receipt of orders and
4
the speed with which those orders are filled. Accordingly, the Company's
backlog is not necessarily indicative of actual shipments or sales for any
future period, and period-to-period comparisons may not be meaningful.
Governmental Regulations
The Company believes that its current operations and its current uses of
property, plant and equipment conform in all material respects to applicable
laws and regulations.
Environmental Matters
The Company's operations are subject to extensive federal and state
legislation and regulation relating to environmental matters.
Certain environmental laws can impose joint and several liability for
releases or threatened releases of hazardous substances upon certain
statutorily defined parties regardless of fault or the lawfulness of the
original activity or disposal. Activities at properties owned by the Company
and on adjacent areas have resulted in environmental impacts.
In particular, the Company's New York manufacturing facility is located
within the Kentucky Avenue Well Field on the National Priorities List of
hazardous waste sites designated for cleanup by the United States Environmental
Protection Agency ("EPA") because of groundwater contamination. The Kentucky
Avenue Well Field site encompasses an area of approximately three square miles
which includes sections of the Town of Horseheads and the Village of Elmira
Heights in Chemung County, New York. The Company, however, has never been named
as a potentially responsible party at the site or received any requests for
information from EPA concerning the site. Environmental sampling on the
Company's property within this site under supervision of regulatory authorities
has identified off-site sources for such groundwater contamination and has
found no evidence that the Company's property is contributing to the
contamination.
Environmental sampling at the Company's former New York manufacturing
facility following the removal of an underground storage tank disclosed the
presence of hydrocarbon contamination in surrounding soils. An environmental
consultant retained by the Company prepared a site assessment and remedial
action plan which were adopted and approved by the New York State Department of
Environmental Conservation. Pursuant to the timetable set forth in the remedial
action plan, the Company completed the construction phase of the cleanup in the
first quarter of 1996. On August 31, 1998, the New York State Department of
Conservation notified the Company that it could decommission the pump and treat
system, skim product from one of the wells, and bioremediate in three
locations. The Company is following this process at a nominal yearly cost.
Although the Company believes, based upon information currently available
to management, that it will not have material liabilities for environmental
remediation, there can be no assurance that future remedial requirements or
changes in the enforcement of existing laws and regulation, which are subject
to extensive regulatory discretion, will not result in material liabilities.
Employees
As of December 31, 1998, the Company employed 1,520 persons, 1,244 of whom
were located in the United States. None of the Company's employees are covered
by collective bargaining agreements. Management believes that relations with
the Company's employees are good.
Foreign Operations and Export Sales
Information related to foreign and domestic operations and sales is
included in Note 5 to consolidated financial statements contained in this
Annual Report. The Company believes that its subsidiaries operate in countries
where the economic climate is relatively stable.
5
ITEM 2.--PROPERTIES
Pertinent information concerning the principal properties of the Company
and its subsidiaries is as follows:
Acreage (Land)
Square Footage
Location Type of Facility (Building)
- ----------------------- ----------------------------------- ---------------
Owned Properties
Horseheads, New York Manufacturing, Engineering, 80 acres
Turnkey Systems, Marketing, 515,000 sq. ft.
Sales, Demonstration,
Service and Administration
Elmira, New York Machine Assembly and 12 acres
Warehouse 176,000 sq. ft.
St. Gallen, Manufacturing, Engineering, 8 acres
Switzerland Turnkey Systems, Marketing, 155,000 sq. ft.
Sales, Demonstration,
Service and Administration
Exeter, England Sales, Marketing, 2 acres
Demonstration, Service, 27,500 sq. ft.
Turnkey Systems and Administration
Lease
Expiration
Location Type of Facility Square Footage Date
- -------------------------- --------------------------- ---------------- ----------
Leased Properties
Krefeld, Germany Sales, Service and 4,000 sq. ft. 3/31/07
Demonstration
Los Angeles, California Sales, Service and 14,500 sq. ft. 10/31/02
Demonstration
Toronto, Canada Sales, Service 5,800 sq. ft. 6/5/01
Charlotte, North Carolina Sales, Service and 6,400 sq. ft. 3/31/06
Demonstration
Cleveland, Ohio Sales, Service and 10,000 sq. ft. 6/30/03
Demonstration
Shanghai, PRC Product Assembly, Sales, 14,500 sq. ft. 7/31/99
Service, Demonstration and
Administration
ITEM 3.--LEGAL PROCEEDINGS
The Company is from time to time involved in routine litigation incidental
to its operations. None of the litigation in which the Company is currently
involved, individually or in the aggregate, is material to its financial
condition or results of operations.
ITEM 4.--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1998, no matters were submitted to a vote of
security holders.
6
PART II
ITEM 5.--MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The following table reflects the highest and lowest values at which the
stock traded in each quarter of the last two years. The Company has traded on
The Nasdaq Stock Market[R] under the symbol "HDNG" since May 25, 1995. The
table also includes dividends per share, by quarter. The 1997 values and
dividends have been restated to reflect the Company's three-for-two stock split
in May, 1998.
1998 1997
--------------------------------------- --------------------------------------
Values Values
--------------------------------------- --------------------------------------
High Low Dividends High Low Dividends
----------- ----------- ----------- ----------- ----------- ----------
Quarter Ended
March 31 $ 24.83 $ 21.17 $ .14 $ 18.08 $ 16.83 $ .13
June 30 30.25 23.00 .14 19.50 16.83 .13
September 30 28.00 20.06 .14 24.00 19.00 .13
December 31 23.00 18.13 .14 25.33 22.75 .14
At February 1, 1999, there were 3,722 holders of record of common stock.
7
ITEM 6.--SELECTED FINANCIAL DATA
The following selected financial data are derived from the audited
consolidated financial statements of the Company. The data should be read in
conjunction with the consolidated financial statements, related notes and other
information included herein (dollar amounts in thousands except per share
data).
1998 1997 1996 1995 1994
------------ ------------- ------------ ------------- ------------
STATEMENT OF INCOME DATA
Net sales $ 259,625 $ 246,579 $ 220,295 $ 180,586 $ 117,336
Cost of sales 167,528 164,161 145,264 119,975 76,937
--------- --------- --------- --------- ---------
Gross profit 92,097 82,418 75,031 60,611 40,399
Selling, general and administrative
expenses 57,507 49,959 45,058 36,076 27,882
Unusual expense (1) 950 1,960
--------- --------- --------- --------- ---------
Operating income 33,640 30,499 29,973 24,535 12,517
Interest expense 2,324 2,378 2,770 l,369 l,479
Interest (income) (597) (705) (889) (927) (453)
(Gain) on sale of assets (326) (442)
--------- --------- --------- --------- ---------
Income before income taxes 31,913 28,826 28,092 24,419 11,933
Income taxes 11,630 10,886 10,804 9,574 5,214
--------- --------- --------- --------- ---------
Net income $ 20,283 $ 17,940 $ 17,288 $ 14,845 $ 6,7l9
========= ========= ========= ========= =========
Per share data: (2)
Basic earnings per share: (2)
Weighted average number of
common shares outstanding 9,432 9,357 9,249 7,394 5,345
Earnings per share $ 2.15 $ 1.92 $ 1.87 $ 2.01 $ 1.26
========= ========= ========= ========= =========
Diluted earnings per share: (2)
Weighted average number of common
shares outstanding 9,434 9,427 9,336 7,431 5,358
Earnings per share $ 2.15 $ 1.90 $ 1.85 $ 2.00 $ 1.25
========= ========= ========= ========= =========
Cash dividends declared per share $ .56 $ .53 $ .46 $ .41 $ .56
BALANCE SHEET DATA
Working capital $ 130,550 $ 118,385 $ 116,256 $ 99,780 $ 60,520
Long-term portion of notes receivable 13,063 11,951 11,791 l0,936 7,744
Total assets 256,681 245,284 229,162 211,582 121,726
Long-term debt 35,415 31,012 37,156 27,100 15,164
Shareholders' equity 179,795 163,184 147,545 136,103 79,776
- ------------
(1) 1998 included a one-time charge of $950,000 (approximately $570,000 after
tax). This charge resulted from costs incurred to relocate the manufacture
and support of Hansvedt Inc. from Illinois to the Company's headquarters
in Elmira, New York, and from a workforce reduction of approximately 200
full-time jobs, or 15% of the total employment. 1997 included a one-time
charge of $1,960,000 ($l,200,000 after tax). This non-recurring charge
involves outside costs incurred in connection with a major acquisition
that the Company carried into the final stages of the due diligence
process but decided not to complete.
(2) All share and per share data have been restated, where appropriate, to
reflect: (a) the reclassification of stock in 1995, (b) compliance with
Statement of Financial Accounting Standard No. 128, Earnings Per Share,
and (c) the Company's three-for-two stock split in May, 1998.
8
ITEM 7.--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
1998 Compared to 1997
Net Sales. Net sales for the year 1998 were $259,625,000, compared to 1997
net sales of $246,579,000, an increase of $13,046,000 or 5.3%. The Company's
overseas sales increased significantly during the year. European sales totaled
$55,391,000 in 1998 compared to $43,071,000 in 1997, an increase of 28.6%.
While sales of all products were somewhat stronger in Europe during 1998,
higher sales of Kellenberger grinding machines accounted for a significant
portion of this increase. Likewise, sales to the Far East and all other areas
of the world totaled $24,283,000 in 1998 compared to $21,333,000 in 1997, a
gain of 13.8%. The gain is primarily attributable to increased sales in the
People's Republic of China. Sales to domestic U.S. customers decreased
slightly, from $182,176,000 in 1997 to $179,951,000 in 1998, primarily as a
result of declining shipments to automotive customers. Automotive sales
represented 13.2% of total 1998 sales, compared to 17.0% during 1997.
Shipments of machines increased by $12,548,000 during 1998, accounting for
69.5% of net sales for that year compared to 68.1% in 1997. Shipments of
non-machine products and services were slightly higher in 1998 than 1997, at
$79,253,000 versus $78,755,000. During 1998 sales of non-machine products and
services represented 30.5% of total sales compared to 31.9% for the previous
year. The increase in machine sales was a result of new products introduced
during 1997 and 1998 coupled with stronger sales of Kellenberger grinders.
At December 31, 1998 the Company's backlog of orders had decreased by
approximately 43% from a year earlier. The drop is primarily the result of a
significant reduction in incoming orders during the fourth quarter of 1998,
when compared to previous quarters of 1998 and to the fourth quarter of 1997.
The Company responded by reducing its U.S. workforce by approximately 200 jobs
or 15%, and by initiating other cost reduction measures. Incremental costs to
implement these measures were recorded during the fourth quarter of 1998 as
more fully explained in this analysis under the caption "unusual expense".
Gross Profit. Gross profit was $92,097,000 during 1998, an increase of
11.7% or $9,679,000 from 1997's gross profit of $82,418,000. Gross profit as a
percentage of net sales was considerably higher in 1998 compared to 1997, at
35.5% compared to 33.4%. The margin improvement has been the result of
increased utilization at the Company's factories in the United States and
Switzerland, coupled with a more profitable mix of product sales.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") as a percentage of net sales during 1998 were
22.2% of sales compared to 20.3% during 1997. During 1998, the Company
implemented a strategy to provide better service to our growing marketplace.
This resulted in the hiring of additional personnel for both sales and service
functions, and the opening of two new regional technical facilities in Ohio and
Texas. Also during 1998 the Company participated in the International
Manufacturing Technology Show in Chicago. This event is the premier showcase
for Hardinge products. Hardinge's presence at this year's show was broadly
expanded to accommodate its growing product lines. Since the show is held only
biannually, 1997's SG&A expenses did not include similar costs.
Unusual Expense. 1998's fourth quarter included a one-time charge of
$950,000 (approximately $570,000 after tax, or $.06 per share). This charge
resulted from costs incurred to relocate the manufacture and support for
Hansvedt electrical discharge machines from Illinois to the Company's
headquarters in Elmira, NY, and from a workforce reduction of approximately 200
full-time jobs, or 15% of total employment. These actions were taken as a
result of a significant decline in incoming orders during the fourth quarter of
1998. 1997's first quarter included a one-time charge of $1,960,000
(approximately $1,200,000 after tax, or $.13 per share). This non-recurring
charge involved outside costs incurred in connection with a major acquisition
that the Company carried into the final stages of the due diligence process but
decided not to complete.
Income from Operations. Income from operations during 1998 totaled
$33,640,000 compared to $30,499,000 in 1997. As a percentage of net sales,
operating income was 13.0% in 1998 compared to 12.4% the previous year.
Excluding the unusual expenses described above, operating income for 1998 and
1997 would have been 13.3% and 13.2% of net sales, respectively.
Interest Expense. Interest expense in 1998 was $2,324,000 compared to
$2,378,000 in 1997. A slight increase in average borrowings in 1998 was offset
by lower average interest rates.
9
Interest Income. Interest income for the years 1998 and 1997 was $597,000
and $705,000, respectively. The income resulted primarily from internally
financed customer sales during both years. During 1998, interest rates charged
on these notes were somewhat reduced from 1997 levels.
Income Taxes. The provision for income taxes as a percentage of pre-tax
income was somewhat lower in 1998, at 36.4%, compared to 37.8% in 1997. The
reduction in the tax rate is the result of higher utilization of US income tax
credits in 1998.
Net Income. Net income was $20,283,000, or $2.15 per share, in 1998
compared to 1997's $17,940,000, or $1.90 per share after restatement for the
Company's May 1998 3-for-2 stock split. Excluding the unusual expenses
described above, net income would have been $20,853,000 in 1998 ($2.21 per
share) and $19,140,000 in 1997 ($2.03 per share after restatement for the stock
split). This would have represented an increase of $1,713,000, or 8.9% over
1997. The increase was brought about by 1998's improved margin rate on the
increased sales volume described earlier, offset partially by the described
increases in SG&A expenses.
1997 Compared to 1996
Net Sales. Net sales for the year 1997 were $246,579,000, an increase of
11.9% over 1996's net sales of $220,295,000. Sales in domestic U.S. markets
increased by 23.6% during 1997 to a total of $182,176,000 compared to
$147,390,000 in 1996. Significantly higher deliveries to automotive customers
during 1997 and the continuing success of the Company's new Cobra[TM] line of
low cost lathes were partially responsible for this increase. Shipments to the
automotive industry accounted for 17% of the Company's 1997 sales, compared to
9% during 1996. Also, the acquisition of Hansvedt Industries, Inc. in April,
1997 added incremental sales of yet another new product line for Hardinge,
electrical discharge machines. Sales to European customers totaled $43,071,000,
a decrease of $13,180,000 or 23.4% from 1996's total of $56,251,000. This
softening in the European market was apparent throughout the year, but lessened
as the year progressed, from a shortfall of 44.4% in the first quarter to 6.0%
in the fourth quarter. A significant factor affecting European sales was the
approximate 15% weakening of the Swiss franc against the U.S. dollar, based on
average exchange rates for 1997 compared to 1996. Sales by the Company's Swiss
subsidiary, Kellenberger, increased by over 4% from 1996 to 1997 as recorded in
Swiss francs. However, when translated to U.S. dollars the results indicate a
decrease of over 11% as a result of the difference in exchange rates. Sales to
all other areas of the world increased by 28.1%, from $16,654,000 in 1996 to
$21,333,000 in 1997.
Shipments of machines increased by $23,099,000 during 1997, accounting for
68.1% of net sales for that year compared to 65.7% in 1996. Shipments of
non-machine products and services also increased by $3,185,000 during 1997.
However, as a result of the larger increase in machine sales, the percentage of
net sales represented by non-machine products and services decreased from 34.3%
in 1996 to 31.9% in 1997. The large increase in machine sales was a result of
the same factors described above which caused the increase in domestic sales.
Gross Profit. Gross profit was $82,418,000 during 1997, an increase of
9.8% or $7,387,000 from 1996's gross profit of $75,031,000. Gross profit as a
percentage of net sales was slightly lower in 1997 compared to 1996, at 33.4%
compared to 1996's 34.1%. It is generally true that the margin percentage is
favorably affected by an increased proportion of domestic sales, where channel
of distribution costs are typically less than in other parts of the world.
However, in 1997 a significant portion of these increased domestic sales were
made to large automotive customers where the Company experiences somewhat lower
margins. Also, the Company's machine sales have traditionally generated lower
gross margins than sales of non-machine products and services. The fact that
1997's sales included a higher percentage of machine revenues than 1996
contributed to a somewhat lower margin in 1997.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") as a percentage of net sales were slightly
lower in 1997 than 1996, at 20.3% compared to 20.5%.
Unusual Expense. 1997's first quarter included a one-time charge of
$1,960,000 (approximately $1,200,000 after tax, or $.13 per share). This
non-recurring charge involved outside costs incurred in connection with a major
acquisition that the Company carried into the final stages of the due diligence
process but decided not to complete.
Income from Operations. Income from operations totaled $30,499,000 in 1997
compared to $29,973,000 in 1996. As a percentage of net sales, operating income
was 12.4% in 1997 compared to 13.6% the previous year. Excluding the unusual
expense described above, operating income for 1997 would have been 13.2% of net
sales. The slight reduction in percentage from 1996 is attributable to the
lower gross margin rate previously discussed.
10
Interest Expense. Interest expense in 1997 was $2,378,000 compared to
$2,770,000 in 1996. The reduction was the result of lower average outstanding
borrowings in 1997.
Interest Income. Interest income for the years 1997 and 1996 was $705,000
and $889,000, respectively. The income resulted primarily from internally
financed customer sales during both years.
Income Taxes. The provision for income taxes as a percentage of pre-tax
income was nearly unchanged in 1997 compared to 1996, at 37.8% in 1997 and
38.5% in 1996.
Net Income. Net income was $17,940,000, or $1.90 per share, in 1997
compared to $17,288,000, or $1.85 per share, in 1996. Excluding the unusual
expense described above, net income would have been $19,140,000 in 1997, or
$2.03 per share. This would have represented an increase of $1,852,000, or
10.7% over 1996. The increase was brought about by margin on the increased
sales volume described earlier, coupled with the stable rate of SG&A expenses.
The Company has adopted Financial Accounting Standard No. 128, Earnings per
Share, which requires presentation of both basic and diluted earnings per share
amounts. The above earnings per share represent diluted earnings per share as
defined by that statement. All previous earnings per share amounts have been
restated to comply with the new treatment. Also, earnings per share amounts
have been restated to reflect the three-for-two stock split which took place in
May, 1998.
Liquidity and Capital Resources
The Company's current ratio at December 31, 1998 was 5.25:1 compared to
3.82:1 at December 31, 1997. Current assets remained approximately unchanged,
while current liabilities decreased by $11,305,000 from 1997 to 1998, primarily
as a result of decreases in accounts payable and accrued expenses.
Operating activities generated cash in 1998 of $21,495,000 compared to
$26,988,000 in 1997, a decrease of $5,493,000. This decrease was a result of
several factors. A reduction in accounts payable of $7,047,000 during 1998
which, compared to an increase of $6,241,000 during 1997, required additional
cash of $13,288,000. Added to this was a small inventory reduction in 1998 of
$860,000 compared to the large reduction during 1997 of $10,159,000 resulting
from the completion and shipment of several large automotive orders during that
year. These changes accounted for an additional $9,299,000 in cash usage for
1998 compared to 1997. Finally, offsetting these factors was a generation of
cash during 1998 of $16,376,000 which was the result of a small decline in
accounts receivable during 1998 of $1,791,000 compared to a large increase
during 1997 in the amount of $14,585,000.
The Company provides long-term financing for the purchase of its equipment
by qualified customers. The Company regards this program as an important part
of its marketing efforts, particularly to independent machine shops. Customer
financing is offered for a term of up to seven years, with the Company
retaining a security interest in the purchased equipment. In the event of a
customer default and foreclosure, which are uncommon, it is the practice of the
Company to recondition and resell the equipment. It has been the Company's
experience that such equipment resales have realized the approximate remaining
contract value.
In order to reduce debt and finance current operations, the Company
periodically sells a substantial portion of its underlying customer notes
receivable to various financial institutions. In 1998, the Company sold
$39,939,000 of customer notes compared to $34,165,000 sold during 1997,
reflecting the increase in notes available for sales as the number of shipments
financed through the Company's program have increased in 1998 compared to 1997.
Although the Company has no formal arrangements with financial institutions to
purchase its customer notes receivable, it has not experienced difficulty in
arranging such sales. While the Company's customer financing program has an
impact on its month-to-month borrowings from time-to-time, it has had little
long-term impact on its working capital because of the sales of the underlying
customer notes receivable. Long-term customer notes receivable held by the
Company totaled $13,063,000 and $11,951,000 at December 31, 1998 and December
31, 1997, respectively.
Total capital expenditures in 1998 were $17,620,000. The majority of these
expenditures were for the purchase of new manufacturing equipment at the
Company's Elmira, New York and St. Gallen, Switzerland production facilities.
These assets will accommodate the Company's increasing range of product types
and sizes and will result in greater productivity in the Company's
manufacturing operations. During 1998 the Company also significantly increased
the number of Hardinge machines capitalized for use as demonstration and
training machines as a result of broadening its product line and opening new
technical centers.
11
The Company used cash of $4,588,000 in its April, 1997 purchase of 100% of
the outstanding shares of Hansvedt Industries, Inc., an Urbana, Illinois-based
manufacturer of electrical discharge machines.
The Company has revolving loan agreements with several U.S. banks
providing for unsecured borrowing up to $70,000,000 on a revolving basis,
$20,000,000 through November 1, 1999, and $50,000,000 through August 1, 2002.
At November 1, 1999 any amounts outstanding on the $20,000,000 facility
convert, at the Company's option, to term loans payable quarterly over four
years through 2003. Notes issued under these revolving credit agreements are
classified as long-term debt, as it is the Company's intention to maintain the
principal amounts outstanding either through the existing credit facilities or
new borrowing arrangements. As of December 31, 1998, total borrowings under
these agreements were $23,669,000.
The Company's Kellenberger subsidiary maintains unsecured overdraft
facilities with commercial banks which permit borrowing in Swiss francs
equivalent to approximately $6,550,000. At December 31, 1998, total borrowings
under these agreements were $1,018,000.
These facilities, along with a $7,000,000 unsecured short term line with
another bank, provided for immediate access of up to $83,550,000 at December
31, 1998. Outstanding borrowings under these arrangements totaled $28,686,000
at that time.
During the first quarter of 1996, the Company entered into a long term
borrowing agreement for $17,750,000 with a syndication of banks. The proceeds
were used to repay revolving loan borrowing which had originally been used to
finance the acquisition of Kellenberger. Quarterly interest payments on this
term loan began during 1996, and principal repayments commenced in 1998. The
agreement contains financial and other covenants consistent with the revolving
loan agreements.
The Company currently intends to use its improved financial condition to
seek growth opportunities in new products, international markets, and strategic
acquisitions. Management believes that the currently available funds and credit
facilities, and internally generated funds, will provide sufficient financial
resources for its ongoing operations.
Market Risk
The following information has been provided in accordance with the
Securities and Exchange Commission's requirements for disclosure of exposures
to market risk arising from certain market risk sensitive instruments.
The Company's earnings are affected by changes in short-term interest
rates as a result of its floating interest rate debt. However, due to its
purchase of interest rate swap agreements, the effects of interest rate changes
are limited. If market interest rates on debt subject to floating interest
rates were to have increased by 2% over the actual rates paid for the previous
year, interest expense would have increased by $420,000 in 1998 and $419,000 in
1997, after considering the effect of the interest rate swap agreements. These
amounts are determined by considering the impact of hypothetical interest rates
on the Company's borrowing cost and interest rate swap agreements. These
analyses do not consider the effects of the reduced level of economic activity
that could exist in such an environment. Further, in the event of a change of
significant magnitude, management would likely take actions to further mitigate
its exposure to the change. However, due to the uncertainty of the specific
actions that would be taken and their possible effects, the sensitivity
analysis assumes no changes in the Company's financial structure.
A portion of the Company's operations consist of manufacturing and sales
activities in foreign jurisdictions. The Company manufactures its products in
the United States and Switzerland using production components purchased
internationally, and sells the products in those markets as well as other
European and Asian markets. Also, the U.S. parent purchases grinding machines
manufactured in Switzerland by its Swiss subsidiary. The Company's subsidiaries
in the U.K., Germany, Switzerland and Canada sell products in native currency
to customers in other foreign countries. As a result the Company's financial
results could be significantly affected by factors such as changes in foreign
currency exchange rates or weak economic conditions in the foreign markets in
which the Company distributes its products. The company's operating results are
exposed to changes in exchange rates between the U.S. dollar, Canadian dollar,
U.K. pound, Swiss franc, German mark, and Japanese yen. For example, when the
U.K. pound or Swiss franc strengthens against other European currencies, the
value of sales denominated in these other currencies decreases when translated
to pounds or Swiss francs. When the U.S. dollar strengthens against the
Japanese yen, the price of competitive Japanese imports to the United States
decreases. To mitigate the short-term
12
effect of changes in currency exchange rates on the Company's functional
currency based purchases and sales, the Company regularly hedges by entering
into foreign exchange forward contracts to hedge approximately 3 to 6 months'
planned purchase and sales transactions.
Year 2000 Disclosure
The Year 2000 issue arises from the use of two-digit date fields in
certain computer programs which may cause problems as the year changes from
1999 to 2000. If the Company's computer systems do not correctly recognize date
information, there could be a material adverse effect on the Company's
operations. The Company has identified risk associated with the Year 2000
problem in the following areas: (i) systems used by the Company to operate its
business; (ii) systems used by the Company's critical suppliers; and (iii)
warranty or other potential claims from the Company's customers. The Company
has evaluated its risks in these areas and is in the process of implementing a
program to minimize any potential impact on operations arising out of the Year
2000 problem. The Company's efforts have been directed by a Steering Committee
consisting of executive officers and other appropriate personnel. Costs
associated with the program are not expected to be significant and are being
expensed as incurred with funding through operating cash flows.
With respect to IT (Information Technology) systems, the Company has
reviewed, tested and corrected, where necessary, all internally-generated
software for the ability to recognize the year 2000. Where the Company relies
on outside software vendors, the Company has received written assurance of, and
tested for, such software's ability to properly perform beyond December 31,
1999.
Non-information technology ("Non-IT") systems include plant floor
machinery and systems with embedded technology such as microprocessors or
microcontrollers which operate such facility-related items as phone systems,
access controls and heating, ventilation and air conditioning systems. The
Company has identified, tested where possible and received when available
written confirmation that its facility-related non-IT equipment is Year 2000
compliant and has requested written assurance from its key equipment suppliers
that their internal operations and products are and will be Year 2000
compliant. Currently, a majority of suppliers have provided information
indicating they are addressing the Y2K issue in their own operations.
The Company believes that its past and current products are Year 2000
compliant and therefore exposure to warranty and other potential claims is not
expected to be outside the ordinary course of business. With respect to the
computerized control systems in place on the Company's machines sold in prior
years, the Company's primary supplier of these controls has provided written
assurance that both their previously-supplied and current controls are Year
2000 compliant.
As part of its Year 2000 compliance program, the Company has developed a
contingency plan to address what it views as the most likely worst-case
scenario resulting from one or more of the above-identified risks being
realized. At this time, the Company believes that the failure of a
third-party's system to perform as represented poses the greatest risk to the
Company's operations. The contingency plan identifies alternative suppliers and
addresses other potential third-party failures. While the Company believes it
has addressed all critical Year 2000 issues, there is no guarantee against
internal, external and third-party system failures related to the Year 2000
problem. Such failures could have a material adverse effect on the Company's
results of operations, liquidity and financial condition.
Euro Conversion
The Company sells products in several European countries which will begin
conversion in 1999 to the new common currency (the Euro) to be used by members
of the European Union. The Company does not anticipate any significant risk to
its operations as a result of the conversion.
Accounting for Derivative Instruments and Hedging Activities
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities, which is
required to be adopted in years beginning after June 15, 1999. The Company
expects to adopt the new statement effective January 1, 2000. The statement
will require the Company to recognize all derivatives on the balance sheet at
fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of the hedged assets, liabilities, or firm
13
commitments through earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company has not yet determined what the effect of Statement 133 will
be on earnings and financial position of the Company.
This report contains statements, including those relating to the year 2000
issue, of a forward-looking nature relating to the financial performance of
Hardinge Inc. Such statements are based upon information known to management at
this time. The company cautions that such statements necessarily involve
uncertainties and risk and deal with matters beyond the company's ability to
control, and in many cases the company cannot predict what factors would cause
actual results to differ materially from those indicated. Among the many
factors that could cause actual results to differ from those set forth in the
forward-looking statements are fluctuations in the machine tool business
cycles, changes in general economic conditions in the U.S. or internationally,
the mix of products sold and the profit margins thereon, the relative success
of the company's entry into new product and geographic markets , the company's
ability to manage its operating costs, actions taken by customers such as order
cancellations or reduced bookings by customers or distributors, competitors'
actions such as price discounting or new product introductions, governmental
regulations and environmental matters, changes in the availability and cost of
materials and supplies, the implementation of new technologies and currency
fluctuations. Any forward-looking statement should be considered in light of
these factors. The company undertakes no obligation to revise its forward-
looking statements if unanticipated events alter their accuracy.
ITEM 7A.--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by this item is incorporated herein by reference
to the section entitled "Market Risk" in Item 7, Management's Discussion and
Analysis of Results of Operations and Financial Condition, of this Form 10K.
14
ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HARDINGE INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
December 31, 1998
Audited Consolidated Financial Statements
Report of Independent Auditors .......................... 16
Consolidated Balance Sheets ............................. 17
Consolidated Statements of Income ....................... 19
Consolidated Statements of Shareholders' Equity ......... 20
Consolidated Statements of Cash Flows ................... 21
Notes to Consolidated Financial Statements .............. 22
All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
15
Report of Independent Auditors
Board of Directors Hardinge Inc.
We have audited the accompanying consolidated balance sheets of Hardinge
Inc. and Subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Hardinge Inc. and Subsidiaries at December 31, 1998 and 1997 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
Ernst & Young LLP
Syracuse, New York
January 22, 1999
16
HARDINGE INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands)
December 31
1998 1997
-------- --------
Assets
Current assets:
Cash $ 2,192 $ 1,565
Accounts receivable 54,631 56,210
Notes receivable 7,194 5,886
Inventories 91,965 91,969
Deferred income taxes 2,299 2,961
Prepaid expenses 2,960 1,790
-------- --------
Total current assets 161,241 160,381
Property, plant and equipment:
Land and buildings 41,016 40,008
Machinery, equipment and fixtures 94,809 83,537
Office furniture, equipment and vehicles 8,112 5,095
-------- --------
143,937 128,640
Less accumulated depreciation 67,183 63,453
-------- --------
76,754 65,187
Other assets:
Notes receivable 13,063 11,951
Deferred income taxes 837
Goodwill 3,938 4,082
Other 1,685 2,846
-------- --------
18,686 19,716
-------- --------
Total assets $256,681 $245,284
======== ========
17
HARDINGE INC. AND SUBSIDIARIES
Consolidated Balance Sheets (continued)
(In Thousands)
December 31
1998 1997
-------- --------
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 11,368 $ 18,323
Notes payable to bank 5,018 7,282
Accrued expenses 8,540 9,756
Accrued income taxes 1,614
Deferred income taxes 2,111 1,553
Current portion of long-term debt 3,654 3,468
-------- --------
Total current liabilities 30,691 41,996
Other liabilities:
Long-term debt 35,415 31,012
Accrued pension plan expense 3,527 2,311
Deferred income taxes 1,863 1,575
Accrued postretirement benefits 5,390 5,206
-------- --------
46,195 40,104
Shareholders' equity:
Preferred stock, Series A, par value $.01 per share;
authorized 2,000,000; issued--none
Common stocks, $.01 par value:
Authorized shares--20,000,000
Issued shares--9,843,992 at December 31, 1998;
6,511,703 at December 31, 1997 98 65
Additional paid-in capital 60,351 58,065
Retained earnings 127,526 112,625
Treasury shares (853) (552)
Accumulated other comprehensive income--
Foreign currency translation adjustment (2,485) (2,763)
Deferred employee benefits (4,842) (4,256)
-------- --------
Total shareholders' equity 179,795 163,184
-------- --------
Total liabilities and shareholders' equity $256,681 $245,284
======== ========
See accompanying notes.
18
HARDINGE INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands Except Per Share Data)
Year Ended December 31
1998 1997 1996
-------- -------- --------
Net sales $259,625 $246,579 $220,295
Cost of sales 167,528 164,161 145,264
-------- -------- --------
Gross profit 92,097 82,418 75,031
Selling, general and administrative expenses 57,507 49,959 45,058
Unusual expense 950 1,960
-------- -------- --------
Income from operations 33,640 30,499 29,973
Interest expense 2,324 2,378 2,770
Interest (income) (597) (705) (889)
-------- -------- --------
Income before income taxes 31,913 28,826 28,092
Income taxes 11,630 10,886 10,804
-------- -------- --------
Net income $ 20,283 $ 17,940 $ 17,288
======== ======== ========
Per share data:
Basic earnings per share:
Weighted average number of common shares
outstanding 9,432 9,357 9,249
Earnings per share $ 2.15 $ 1.92 $ 1.87
======== ======== ========
Diluted earnings per share:
Weighted average number of common shares
outstanding 9,434 9,427 9,336
Earnings per share $ 2.15 $ 1.90 $ 1.85
======== ======== ========
Cash dividends declared per share $ .56 $ .53 $ .46
======== ======== ========
See accompanying notes.
19
HARDINGE INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(In Thousands)
Accumulated
Additional Deferred Other Total
Common Paid-in Retained Treasury Employee Comprehensive Shareholders'
Stock Capital Earnings Stock Benefits Income Equity
------ ---------- -------- --------- --------- ------------- ------------
Balance at December 31, 1995 $65 $56,323 $ 86,666 $ (2,599) $ (2,624) $ (1,728) $136,103
Comprehensive Income
Net income 17,288 17,288
Other comprehensive income
Foreign currency translation adjustment (2,003) (2,003)
- -------------------------------------------------------------------------------------------------------------------------------
Comprehensive income 15,285
- -------------------------------------------------------------------------------------------------------------------------------
Dividends declared (4,332) (4,332)
Shares awarded pursuant to long-term
incentive plan 259 2,779 (3,038)
Issuance of 27,000 shares for long-term
incentive plan 486 (486)
Amortization (long-term incentive plan) 1,053 1,053
Net purchase of treasury stock (41) (523) (564)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996 65 57,027 99,622 (343) (5,095) (3,731) 147,545
Comprehensive Income
Net income 17,940 17,940
Other comprehensive income
Foreign currency translation adjustment 968 968
- -------------------------------------------------------------------------------------------------------------------------------
Comprehensive income 18,908
- -------------------------------------------------------------------------------------------------------------------------------
Dividends declared (4,937) (4,937)
Shares issued pursuant to long-term
incentive plan (119) 193 74
Tax benefit from long-term incentive plan 210 210
Issuance of 52,500 shares for the
long-term incentive plan 945 (945)
Amortization (long-term incentive plan) 1,784 1,784
Net purchase of treasury stock 2 (402) (400)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 65 58,065 112,625 (552) (4,256) (2,763) 163,184
Comprehensive Income
Net income 20,283 20,283
Other comprehensive income
Foreign currency translation adjustment 278 278
- -------------------------------------------------------------------------------------------------------------------------------
Comprehensive income 20,561
- -------------------------------------------------------------------------------------------------------------------------------
Dividends declared (5,349) (5,349)
3-for-2 stock split in the form of a
dividend 33 (33)
Issuance of 76,500 shares for long-term
incentive plan 1,900 (1,900)
Shares issued pursuant to long-term
incentive plan 50 561 (586) 25
Amortization (long-term incentive plan) 1,900 1,900
Tax benefit from long-term incentive plan 339 339
Net purchase of treasury stock (3) (862) (865)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998 $98 $60,351 $127,526 $ (853) $ (4,842) $ (2,485) $179,795
===============================================================================================================================
See accompanying notes.
20
HARDINGE INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands)
Year Ended December 31
1998 1997 1996
--------- --------- ---------
Operating activities
Net income $ 20,283 $ 17,940 $ 17,288
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 9,024 8,766 7,433
Provision for deferred income taxes 2,162 (202) 1,408
Foreign currency transaction (gain) (71) (42) (556)
Changes in operating assets and liabilities:
Accounts receivable 1,791 (14,585) (387)
Notes receivable (2,695) (1,119) (882)
Inventories 860 10,159 (16,439)
Other assets (974) 167 (562)
Accounts payable (7,047) 6,241 (6,167)
Accrued expenses (2,022) (544) 1,896
Accrued postretirement benefits 184 207 6
--------- --------- ---------
Net cash provided by operating activities 21,495 26,988 3,038
Investing activities
Capital expenditures--net (17,620) (8,269) (12,734)
Acquisitions, net of cash acquired (4,588)
--------- --------- ---------
Net cash (used in) investing activities (17,620) (12,857) (12,734)
Financing activities
(Decrease) increase in short-term notes payable to
bank (2,513) (6,665) 1,591
Increase (decrease) in long-term debt 5,107 (3,390) 10,478
Purchase of treasury stock (500) (117) (564)
Dividends paid (5,349) (4,937) (4,332)
--------- --------- ---------
Net cash (used in) provided by financing activities (3,255) (15,109) 7,173
Effect of exchange rate changes on cash 7 (93) 39
--------- --------- ---------
Net increase (decrease) in cash 627 (1,071) (2,484)
Cash at beginning of year 1,565 2,636 5,120
--------- --------- ---------
Cash at end of year $ 2,192 $ 1,565 $ 2,636
========= ========= =========
See accompanying notes.
21
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998
1. Significant Accounting Policies
Nature of Business
Hardinge Inc. is a machine tool manufacturer, which designs, manufactures
and distributes metal cutting lathes, grinding machines, machining centers,
electrical discharge machines and tooling and accessories related to metal
cutting machines. Sales are principally in the United States and Western
Europe. Sales are also made to customers in Canada, China, Mexico, Japan,
Australia, and other foreign countries. A substantial portion of the Company's
sales are to small and medium-sized independent job shops, which in turn sell
machined parts to their industrial customers. Industries directly and
indirectly served by the Company include automotive, medical equipment,
aerospace, defense, recreational equipment, farm equipment, construction
equipment, energy and transportation.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany accounts and
transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Property, Plant and Equipment
Property additions, including major renewals and betterments, are recorded
at cost and are depreciated over their estimated useful lives. Upon retirement
or disposal of an asset, the asset and related allowance for depreciation are
eliminated and any resultant gain or loss is credited or charged to income.
Depreciation is provided on the straight-line and sum of the years digits
methods. Total depreciation expense on property, plant and equipment was
$6,869,000, $6,825,000, and $6,300,000 for 1998, 1997 and 1996, respectively.
Goodwill
Intangibles resulting from business acquisitions, comprised of costs in
excess of net business assets acquired and brands and trademarks, are being
amortized on a straight-line basis over 30 years. The Company periodically
evaluates the recoverability of intangibles resulting from business
acquisitions and measures the amount of impairment, if any, by assessing
current and future levels of income and cash flows as well as other factors,
such as business trends and prospects and market and economic conditions.
Amortization expense was $144,000 and $60,000 for 1998 and 1997, respectively.
Accumulated amortization was $204,000 and $60,000 at December 31, 1998 and
1997, respectively.
Income Taxes
The Company accounts for income taxes using the liability method according
to Financial Accounting Standards Board Statement No. 109. Under this method,
deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.
Foreign Currency Translation
In accordance with Financial Accounting Standards Board Statement No. 52,
all balance sheet accounts of foreign subsidiaries are translated at current
exchange rates and income statement items are translated at an average exchange
rate for the year. The gain or loss resulting from translating subsidiary
financial statements is recorded as a separate component of shareholders'
equity as other comprehensive income. Transaction gains and losses are recorded
in operations.
22
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
1. Significant Accounting Policies (continued)
Foreign Exchange Contracts
Gains and losses on contracts designated as hedges of existing assets and
liabilities are accrued as exchange rates change and are recognized in income.
Gains and losses on contracts designated as hedges of net investments in
foreign subsidiaries are accrued as exchange rates change and are recognized in
Shareholders' Equity as a foreign currency translation adjustment. Gains and
losses on contracts designated as hedges of identifiable foreign currency firm
commitments are deferred and included in the measurement of the related foreign
currency transaction.
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities, which is
required to be adopted in years beginning after June 15, 1999. The Company
expects to adopt the new statement effective January 1, 2000. The statement
will require the Company to recognize all derivatives on the balance sheet at
fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's
change in fair value will be immediately recognized in earnings.
The Company has not yet determined what the effect of Statement 133 will
be on earnings and financial position of the Company.
Earnings Per Share
Earnings per share is computed using the weighted average number of shares
of common stock outstanding during the year. For diluted earnings per share,
the weighted average number of shares includes common stock equivalents related
primarily to restricted stock. Restricted shares awarded under the Company's
long-term incentive stock plans are treated as issued shares at time of award
and are treated for diluted earnings per share as outstanding in accordance
with the treasury stock method over the period of their vesting. The number of
shares outstanding has been adjusted to reflect the stock transactions as
explained in Note 4 to the financial statements.
Research and Development Costs
The cost of research and development, all of which has been charged to
operations, amounted to $8,630,000, $8,415,000, and $7,932,000 in 1998, 1997
and 1996, respectively.
Stock Based Compensation
The Company grants restricted shares of common stock and stock options to
certain officers and other key employees. The Company accounts for restricted
share grants and stock option grants in accordance with APB Opinion No. 25,
Accounting for Stock Issued to Employees.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method)
or market. They are summarized as follows:
December 31
1998 1997
------- -------
(in thousands)
Finished products $36,185 $32,290
Work-in-process 29,499 32,328
Raw materials and purchased components 26,281 27,351
------- -------
$91,965 $91,969
======= =======
Revenue Recognition
The Company recognizes revenue from product sales upon shipment of the
product.
23
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2. Financing Arrangements
Long-term debt consists of:
December 31
1998 1997
------- -------
(in thousands)
Note payable, due in annual installments of $714,000
through 1998,with interest payable quarterly at 9.38% $ 714
Note payable, under revolving loan agreement, with
interest averaging 3.60% at December 31, 1998 $12,669 12,614
Note payable, under revolving loan agreement, with interest
averaging 6.00% at December 31, 1998 11,000 3,000
Note payable, under term loan agreement, due in quarterly
installments of $887,500 beginning on May 28, 1998 and
continuing through February 28, 2003, with an effective
interest rate of 4.49% at December 31, 1998 15,088 17,750
Other debt 312 402
------- -------
39,069 34,480
Less current portion 3,654 3,468
------- -------
$35,415 $31,012
======= =======
In August 1997, the Company entered into an unsecured credit arrangement
with three banks which provides for borrowing in several currencies up to the
equivalent of $50,000,000 on a revolving loan basis through August 1, 2002.
Interest charged on the debt is based on London Interbank Offered Rates (LIBOR)
plus a fixed percentage. A commitment fee of up to 1/4 of 1% is payable on the
unused portion of the facility. At December 31, 1998, total borrowings under
the facility were $12,669,000. Approximately $1,660,000 of the borrowing was
denominated in British pounds sterling and $8,009,000 in Swiss francs. At
December 31, 1997, total borrowings under the facility were $12,614,000.
Approximately $2,086,000 of the borrowing was denominated in British pounds
sterling and $7,528,000 in Swiss francs.
In November 1996, the Company entered into an unsecured credit arrangement
with a bank which provides for borrowing in several currencies up to the
equivalent of $20,000,000 on a revolving loan basis through November 1, 1999.
The credit agreement provides for repayment of the then outstanding principal
beginning January 1, 2000 in 16 consecutive equal quarterly installments.
Interest charged on the debt is based on LIBOR plus a fixed percentage. A
commitment fee of up to 1/4 of 1% is payable on the unused portion of the
facility. At December 31, 1998, total borrowings under this arrangement were
$11,000,000.
In May 1998, the Company entered into an interest swap arrangement with a
financial institution which effectively fixes the interest rate on $15,000,000
of the Company's revolving debt at 6.01% through June, 2003.
All debt under both revolving credit arrangements has been classified as
long-term debt, as it is the Company's intention to maintain the principal
amounts outstanding through the existing credit facilities.
In February 1996, the Company entered into an unsecured term loan
arrangement with a syndication of banks for the purpose of financing its
November 1995 acquisition of L. Kellenberger & Co. AG. The loan provides for
repayment of the outstanding principal in twenty equal installments beginning
May 1998. Interest is charged on the debt based on LIBOR plus a fixed
percentage. The Company has entered into a cross-currency interest rate swap
agreement which effectively converts the $17,750,000 term loan to a borrowing
of 21,000,000 Swiss francs with an effective interest rate of 4.49%. The swap
agreement has been designated as a hedge against the Company's net investment
in Kellenberger. At December 31, 1998 the balance owed on this loan was
$15,088,000.
24
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2. Financing Arrangements (continued)
The Company also has a $7,000,000 unsecured short-term line of credit with
a bank with interest based on a fixed percent over the one-month LIBOR. As of
December 31, 1998, the $4,000,000 borrowed on this line carries an average
interest rate of 6.05%. The agreement is negotiated annually and requires no
commitment fee.
The Company's Kellenberger subsidiary maintains unsecured overdraft
facilities with commercial banks that permit borrowings in Swiss francs
equivalent to approximately $6,550,000. These lines provide for interest at a
fixed percentage over LIBOR and carry no commitment fees on unused funds. At
December 31, 1998, total borrowings under these lines were $1,018,000 with an
average interest rate of 6.50%. At December 31, 1997, total borrowings under
these lines were $3,282,000 with an average interest rate of 5.26%.
The debt agreements require, among other things, that the Company maintain
specified levels of tangible net worth, working capital, and specified ratios
of debt to earnings and earnings to interest cost. Interest paid in 1998, 1997,
and 1996 totaled $2,086,000, $2,498,000, and $2,799,000, respectively.
The Company conducts some of its sales and service operations from leased
office space with lease terms up to 15 years and uses certain data processing
equipment under lease agreements expiring at various dates during the next five
years. Rent expense under these leases totaled $1,871,000, $1,601,000, and
$1,378,000 during the years ended December 31, 1998, 1997, and 1996,
respectively. Future minimum payments under noncancelable operating leases as
of December 31, 1998 total $5,275,000, with payments over the next five years
of $1,639,000, $1,371,000, $1,222,000, $362,000, and $263,000, respectively.
The Company has provided financing terms of up to seven years for
qualified customers who purchase equipment. The Company may choose, when
appropriate, to sell underlying notes receivable contracts to financial
institutions to reduce debt and finance current operations. During 1998, 1997,
and 1996, the Company sold notes totaling $39,939,000, $34,165,000, and
$27,255,000, respectively. The remaining outstanding balance of all notes sold
as of December 31, 1998 and 1997 was $74,786,000 and $61,505,000, respectively.
Gains and losses from the sales of notes receivable have not been material.
Recourse against the Company from default of any of the notes included in the
sales is limited to 10% of the then outstanding balance of the underlying
notes.
3. Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. At December 31, 1998 and
1997, the Company had state investment tax credits expiring at various dates
through the year 2008, and foreign tax credit carryforwards expiring in 2001
for which no benefit has been recognized in the financial statements.
25
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
3. Income Taxes (continued)
Significant components of the Company's deferred tax assets and
liabilities are as follows:
December 31
1998 1997
--------- -------
(in thousands)
Deferred tax assets:
Federal and state tax credit carryforwards $ 6,533 $ 5,073
Foreign net operating loss carryforwards 36 445
Postretirement benefits 2,060 2,265
Deferred employee benefits 2,235 1,804
Accrued pension 1,410 908
Other 1,337 1,065
--------- -------
13,611 11,560
Less valuation allowance 6,533 5,073
--------- -------
Total deferred tax assets 7,078 6,487
--------- -------
Deferred tax liabilities:
Tax over book depreciation 6,083 4,490
Margin on installment sales 213 228
Other 2,457 1,099
--------- -------
Total deferred tax liabilities 8,753 5,817
--------- -------
Net deferred tax (liabilities) assets $ (1,675) $ 670
========= =======
Pretax income was $27,611,000, $24,813,000, and $22,872,000 from domestic
operations and $4,302,000, $4,013,000, and $5,220,000 from foreign operations
for 1998, 1997, and 1996, respectively.
Significant components of income tax expense (benefit) attributable to
continuing operations are as follows:
Year Ended December 31
1998 1997 1996
------- ------- -------
(in thousands)
Current:
Federal $ 7,270 $ 8,650 $ 7,488
Foreign 693 846 788
State 1,446 1,628 1,006
------- ------- -------
Total current 9,409 11,124 9,282
------- ------- -------
Deferred:
Federal 1,420 (705) 468
Foreign 617 562 991
State 184 (95) 63
------- ------- -------
Total deferred 2,221 (238) 1,522
------- ------- -------
$11,630 $10,886 $10,804
======= ======= =======
Income tax payments totaled $11,239,000, $9,754,000, and $9,467,000 in
1998, 1997 and 1996, respectively.
26
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
3. Income Taxes (continued)
The following is a reconciliation of income tax expense computed at the
United States statutory rate to amounts shown in the consolidated statements of
income.
1998 1997 1996
---- ---- ----
Federal income taxes 35.0% 35.0% 35.0%
Tax differential on operations of foreign subsidiaries ( .7) ( .6)
State income taxes 3.3 3.5 2.3
Other (1.2) ( .7) 1.8
---- ---- ----
36.4% 37.8% 38.5%
==== ==== ====
Undistributed earnings of the foreign subsidiaries, which amounted to
approximately $15,626,000 at December 31, 1998, are considered to be
indefinitely reinvested and, accordingly, no provision for U.S. federal and
state taxes has been provided thereon. Upon distribution of those earnings in
the form of dividends or otherwise, the Company would be subject to both U.S.
income taxes (subject to an adjustment for foreign tax credits) and withholding
taxes payable to the various foreign countries. Determination of the amount of
the unrecognized deferred U.S. income tax liability is not practicable because
of the complexities associated with its hypothetical calculation.
4. Shareholders' Equity
Treasury Shares
The number of shares of common stock in treasury was 40,909, 24,216, and
18,547 at December 31, 1998, 1997 and 1996, respectively. In 1998, the company
purchased a net 40,143 treasury shares and distributed 23,450 shares from
treasury pursuant to the long-term incentive plan. In 1997, the Company
purchased a net 14,564 treasury shares and issued 8,895 shares under the
long-term incentive plan from treasury. In 1996, the Company purchased a net
42,855 treasury shares and issued 187,457 shares under the long-term incentive
plan from treasury. The changes in treasury shares for 1997 and 1996 have been
restated to reflect the 3-for-2 stock split in May 1998.
Preferred Stock Purchase Rights
On May 16, 1995, the Board of Directors of the Company adopted a
Shareholder Rights Plan and declared a dividend of one Right to purchase Series
A Preferred Stock for each outstanding share of Company common stock held as of
May 16, 1995. Each Right entitles the holder of the Right to purchase one
one-hundredth of a share of Series A Preferred Stock (a "Unit") at a purchase
price of $80.00 per Unit. The Rights will become exercisable ten business days
after any person or group becomes the beneficial owner of 20% or more of the
Common Stock or commences a tender or exchange offer upon consummation of which
such person or group would, if successful, own 30% or more of the Common Stock.
The Rights, which will expire ten years from the date of issuance, may be
redeemed by the Board of Directors, at $.01 per Right, at any time prior to the
expiration of ten business days after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Stock.
Stock Split
On April 28, 1998, the Board of Directors approved a three-for-two stock
split of the Company's common shares to be paid in the form of a 50 percent
stock dividend. As a result of the split, 3,281,351 additional shares were
issued on May 29, 1998 to shareholders of record on May 8, 1998 and retained
earnings were reduced by $32,813. Any fractional shares resulting from the
split were paid in cash. All references in the accompanying consolidated
financial statements to common shares outstanding and earnings per share have
been restated to reflect this stock split.
27
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
4. Shareholders' Equity (continued)
Reconciliation of Weighted Average Number of Shares Outstanding
The following is a reconciliation of the numerators and denominators of
the basic and diluted earnings per share computations required by Statement No.
128. The table sets forth the computation of basic and diluted earnings per
share:
Year Ended December 31
1998 1997 1996
--------- --------- --------
(in thousands)
Numerator:
Net income $ 20,283 $ 17,940 $ 17,288
Numerator for basic earnings per share 20,283 17,940 17,288
Numerator for diluted earnings per share 20,283 17,940 17,288
Denominator:
Denominator for basic earnings per share--
weighted average shares 9,432 9,357 9,249
Effect of diluted securities:
Restricted stock and stock options 2 70 87
--------- --------- --------
Denominator for diluted earnings per share--
adjusted weighted average shares 9,434 9,427 9,336
========= ========= ========
Basic earnings per share $ 2.15 $ 1.92 $ 1.87
========= ========= ========
Diluted earnings per share $ 2.15 $ 1.90 $ 1.85
========= ========= ========
5. Industry Segment and Foreign Operations
The Company operates in one business segment--industrial machine tools.
Domestic and foreign operations consist of:
Year Ended December 31
1998 1997 1996
------------------------ ------------------------ -----------------------
(in thousands)
United Western United Western United Western
States European States European States European
Oper. Oper. Oper. Oper. Oper. Oper.
----------- ---------- ----------- ---------- ----------- ---------
Sales
Gross domestic sales $179,951 $45,358 $182,176 $34,779 $144,978 $41,863
Export sales 54,482 13,630 45,888 14,409 47,485 12,870
-------- ------- -------- ------- -------- -------
234,433 58,988 228,064 49,188 192,463 54,733
Less interarea eliminations 23,120 10,676 20,437 10,236 18,277 8,624
-------- ------- -------- ------- -------- -------
Total net sales $211,313 $48,312 $207,627 $38,952 $174,186 $46,109
======== ======= ======== ======= ======== =======
Operating income $ 29,264 $ 4,376 $ 26,896 $ 3,603 $ 24,715 $ 5,258
======== ======= ======== ======= ======== =======
Net income $ 17,474 $ 2,809 $ 15,725 $ 2,215 $ 13,907 $ 3,381
======== ======= ======== ======= ======== =======
Identifiable assets $205,020 $51,661 $198,384 $46,900 $180,999 $48,163
======== ======= ======== ======= ======== =======
28
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
5. Industry Segment and Foreign Operations (continued)
Export sales from Hardinge's U.S. operations include the following:
Year Ended December 31
1998 1997 1996
------- ------- --------
Sales to Western
European customers $ 7,943 $ 6,485 $ 11,492
Sales to affiliated companies 23,120 20,437 18,277
Sales to customers in the
remainder of the world 23,419 18,966 17,716
------- ------- --------
$54,482 $45,888 $ 47,485
======= ======= ========
Sales attributable to Western European Operations are based on those sales
generated by subsidiaries located in Europe.
Interarea sales are accounted for at prices comparable to normal,
unaffiliated customer sales, reduced by estimated costs not incurred on these
sales. Operating income excludes interest income and interest expense directly
attributable to the related operations.
In 1998, 1997 and 1996, sales to one customer in the automotive industry
represented approximately 5%, 9% and 5%, respectively, of consolidated sales.
6. Employee Benefits
Pension and Postretirement Plans
The Company accounts for the pension plan and postretirement benefits in
accordance with Financial Accounting Standards Board Statements No. 87 and 106.
The following disclosures related to the pension and postretirement benefits
are presented in accordance with Financial Accounting Standards Board Statement
No. 132 which became effective in 1998. All prior year disclosures have been
restated to conform with the requirements of this Statement.
The Company provides a qualified defined benefit pension plan covering all
eligible domestic employees. The Plan bases benefits upon both years of service
and earnings. The Company's policy is to fund at least an amount necessary to
satisfy the minimum funding requirements of ERISA. The amount to be funded is
subject to annual review by management and its consulting actuary.
The Company provides a contributory retiree health plan covering all
eligible domestic employees who retired at normal retirement age prior to
January 1, 1993 and all retirees who will retire at normal retirement age after
January 1, 1993 with at least 10 years of active service. Employees who elect
early retirement are eligible for the plan benefits if they have 15 years of
active service at retirement. Benefit obligations and funding policies are at
the discretion of the Company's management. Retiree contributions are adjusted
annually and contain other cost-sharing features such as deductibles and
coinsurance, all of which vary according to the retiree's date of retirement.
The accounting for the plan anticipates future cost-sharing changes to the
written plan that are consistent with the Company's expressed intent to limit
its contributions to 125% of the average aggregate 1993 claim cost. The Company
also provides a non-contributory life insurance plan to retirees. Because the
amount of liability relative to this plan is insignificant, it is combined with
the health plan for purposes of this disclosure.
29
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
6. Employee Benefits (continued)
A summary of the components of net periodic pension cost and
postretirement benefit costs is presented below.
Pension Benefits Postretirement Benefits
------------------------------------ --------------------------
Year Ended December 31 Year Ended December 31
1998 1997 1996 1998 1997 1996
-------- -------- -------- ------- ------- ------
(in thousands) (in thousands)
Service cost $ 2,020 $ 1,481 $ 1,321 $ 148 $114 $114
Interest cost 4,178 3,665 3,425 459 435 449
Expected return on plan assets (5,072) (4,371) (4,102)
Amortization of prior service cost 264 264 264 (24)
Amortization of transition obligation (174) (174) (174)
Amortization of (gain) loss (39) 70 25 46
-------- -------- -------- ----- ---- ----
Net periodic benefit cost $ 1,216 $ 826 $ 734 $ 653 $574 $609
======== ======== ======== ===== ==== ====
A summary of the Pension and Postretirement Plans' funded status and
amounts recognized in the Company's consolidated balance sheets is as follows:
Pension Benefits Postretirement Benefits
--------------------------- -------------------------
December 31 December 31
1998 1997 1998 1997
------------ ------------ ----------- -----------
(in thousands) (in thousands)
Change in benefit obligation:
Benefit obligation at beginning of period $ 56,997 $ 47,053 $ 6,766 $ 6,023
Service cost 2,020 1,481 148 114
Interest cost 4,178 3,665 459 435
Plan participants' contributions -- -- 271 271
Amendments -- -- -- (310)
Actuarial loss (gain) 3,875 7,500 (537) 871
Benefits paid (2,864) (2,702) (741) (638)
-------- --------- -------- --------
Benefit obligation at end of period 64,206 56,997 6,366 6,766
-------- --------- -------- --------
Change in plan assets:
Fair value of plan assets at beginning of period 64,703 54,037
Actual return on plan assets 3,346 13,031
Employer contribution 337 469 367
Plan participants' contributions 272 271
Benefits paid (2,864) (2,702) (741) (638)
-------- --------- -------- --------
Fair value of plan assets at end period 65,185 64,703 -- --
-------- --------- -------- --------
Reconciliation of funded status:
Funded status 979 7,706 (6,366) (6,766)
Unrecognized net actuarial (gain) loss (5,336) (10,937) 1,264 1,871
Unrecognized transition (asset) or obligation (1,742) (1,916)
Unrecognized prior service costs 2,572 2,836 (288) (311)
-------- --------- -------- --------
Prepaid (accrued) benefit cost $ (3,527) $ (2,311) $ (5,390) $ (5,206)
======== ========= ======== ========
30
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
6. Employee Benefits (continued)
Actuarial assumptions used to determine pension costs and other
postretirement benefit costs include:
Pension Benefits Postretirement Benefits
----------------- -----------------------
December 31 December 31
1998 1997 1998 1997
---- ---- ---- ----
Weighted average assumptions as of December 31
Discount rate 7.00% 7.50% 7.00% 7.00%
Expected return on plan assets 9.50% 9.50% N/A N/A
Rate of compensation increase 4.50% 4.50% N/A N/A
Pension plan assets include 248,886 shares of the Company's common stock
valued at approximately $4,589,000 and $6,181,000 at December 31, 1998 and
1997, respectively. Dividends paid on those shares were $139,000 and $129,000
in 1998 and 1997 respectively. The remaining plan assets consisted of United
States Government securities, corporate bonds and notes, other common stocks
and an insurance contract.
The annual rate of increase in the per capita cost of covered health care
benefits (the health care cost trend) used to calculate the liability for the
postretirement benefits was assumed to be 9.50% for December 31, 1997,
decreasing gradually to 5.5% by the year 2006. The annual rate of increase in
the per capita cost of covered health care benefits was assumed to be 9.0% as
of December 31, 1998, decreasing gradually to 5.5% by the year 2006 and
remaining at that level thereafter.
In 1998, the postretirement benefit plan changed from a self-funded plan
to an insured plan under third party coverage. The effect of this change, which
was treated as a negative plan amendment, was to decrease the accumulated
postretirement benefit obligation by $310,000 as of December 31, 1997.
The health care cost trend rate assumption does not have a significant
effect on the amounts reported due to the 125% cap on the Company's portion of
the medical plan claims. A one percentage point increase in the assumed health
care cost trend rates would increase the accumulated postretirement benefit
obligation by approximately $150,000 and increase the aggregate of the service
and interest cost components of the net periodic postretirement benefit cost
for 1998 by $18,000.
Group Health Plans
The Company has contributory group benefit plans which provide medical
benefits to all of its domestic employees.
Savings Plan
The Company maintains a 401(k)plan which covers all eligible domestic
employees of the Company subject to minimum employment period requirements.
Provisions of the plan allow employees to defer from 1% to 20% (1% to 15% in
1997 and 1996) of their pre-tax salary to the plan. Those contributions may be
invested at the option of the employees in a number of investment alternatives,
one being Hardinge Inc. common stock. The Company contributes to the plan on a
matching formula of 25% of an employee's contribution up to 5% of the
employee's compensation. The Company's match is in Hardinge Inc. common stock.
The Company contributed $363,000, $324,000, and $253,000 in 1998, 1997 and 1996
respectively, for this match. The Company may also contribute a discretionary
contribution to the plan to be distributed among all participants. In 1996, the
Company contributed $250,000 as a discretionary contribution.
Long-Term Incentive Plans
In 1996, the Board of Directors established an Incentive Stock Plan to
assist in attracting and retaining key employees. The Plan allows the Board to
grant restricted stock, performance share awards, stock options and stock
appreciation rights up to an aggregate of 450,000 shares of common stock to
these employees. Reference to share amounts in the plan have been restated,
where appropriate, for the Company's 3-for-2 stock split in May, 1998.
31
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
6. Employee Benefits (continued)
During 1998, certain officers were awarded a total of 98,500 restricted
shares of common stock. During 1997 and 1996, shares of restricted common stock
were awarded to certain officers and key managers totaling 52,500 and 201,975,
respectively. Restrictions on 99,725 shares from the 1993 and 1996 Incentive
Stock Plans were released in 1998. Restrictions on 18,450 shares, which were
the final shares from the 1988 Incentive Stock Plan, expired in 1997.
Restrictions on 19,500 shares of common stock from a similar 1993 Incentive
Stock Plan were released during 1997.
As of December 31, 1998, a total of 686,375 restricted shares of common
stock were outstanding under the two plans. All shares of restricted stock are
subject to forfeiture and restrictions on transfer, and unconditional vesting
occurs upon the completion of a specified period ranging from three to eight
years from date of grant.
Deferred compensation associated with these grants is measured by the
market value of the stock on the date of grant and totaled $2,485,500,
$945,000, and $3,467,000 in 1998, 1997 and 1996, respectively. This deferred
compensation is being amortized on a straight-line basis over the specified
service period. The unamortized deferred compensation at December 31, 1998,
1997 and 1996, totaled $4,842,000, $4,256,000, and $5,095,000, respectively,
and is included in deferred employee benefits as a reduction of shareholders'
equity.
Stock options for 15,750, 31,500, and 59,250 shares were issued in 1998,
1997 and 1996, respectively under the 1996 Plan. As of December 31, 1998, a
total of 96,875 options remained outstanding under the plan. The options expire
ten years from the date of issue and vest over periods varying from immediate
vesting to three years. The Company accounts for the stock options issued under
the Plan using the intrinsic value method as defined by Accounting Principle
Board Opinion No. 25, Accounting for Stock Issued to Employees. Since all such
options have been issued at exercise prices equal to the trading price of
Hardinge stock at date of issue, no expense is recognized. The Company has
considered valuation of stock options using the fair value method as determined
by Financial Accounting Standards Board Statement No. 123, Accounting for Stock
Based Compensation. Application of the fair value method, however, would only
reduce 1998, 1997 and 1996 net income by $73,000, $68,000 and $15,000,
respectively, and is not deemed to be material.
Foreign Operations
The Company also has employees in certain foreign countries that are
covered by defined contribution and benefit pension plans and other employee
benefit plans. Related obligations and costs charged to operations are not
material.
7. Financial Instruments
At December 31, 1998 and 1997, the carrying value of financial instruments
such as cash, accounts receivable, accounts payable and short-term debt
approximated their fair values, based on the short-term maturities of these
instruments. The carrying amounts of debt under the revolving agreements
classified as long-term debt approximate fair value as the underlying
instruments are comprised of notes that are repriced on a short-term basis.
In May 1998, the Company entered into a five year interest rate swap
arrangement with a financial institution (See Note 2). At December 31, 1998,
the fair market value of this instrument was $527,000 in favor of the financial
institution.
The carrying amount of the term loan dated February, 1996 approximates its
fair value as the underlying interest rate is variable. Related to this term
loan, the Company entered into a seven-year cross-currency interest rate swap
agreement (see Note 2). The fair value of the instrument was $1,276,000 and
$2,475,000 at December 31, 1998 and 1997 respectively, based on current
settlement value as determined by a financial institution.
The fair value of notes receivable, short-term and long-term, was
determined using a discounted cash flow analysis based on the rate at which the
Company could sell those notes at year end under standard terms experienced
32
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
7. Financial Instruments (continued)
on recent sales (a fixed percentage over U.S. Treasury notes). At December 31,
1998 and 1997 the carrying value of these notes approximated the fair value.
The fair value of other long term debt was determined based on rates
obtained from financial institutions on funds available for terms approximating
the remaining term of that debt. At December 31, 1998, carrying and fair value
of that debt were approximately equal.
The Company regularly enters into foreign currency contracts to manage its
exposure to fluctuations in foreign currency exchange rates on purchases of
materials used in production and cash settlements of intercompany sales. Any
gains or losses from these contracts have not been material. At December 31,
1998 and 1997, the Company had notional principal amounts of approximately
$5,232,000 and $8,535,000 in contracts to purchase currency in the future from
major commercial banks. The fair value of these contracts is not material.
Concentration of Credit Risk
The Company sells products to companies in diversified industries, with a
substantial majority of sales occurring in North America and Western Europe.
The Company performs periodic credit evaluations of the financial condition of
its customers. The Company offers financing terms of up to seven years for its
customers in the United States and Canada and files a lien against the
equipment purchased under those terms. No collateral is required for sales made
on open account terms with payment due within thirty days. As of December 31,
1998 and 1997, 21% and 36%, respectively, of the accounts receivable were from
the three major U.S. automobile manufacturers, with receivables from one
representing 11% at December 31, 1998 and 21% at December 31, 1997 of the
consolidated accounts receivable. In addition, at December 31, 1998,
receivables from one of the Company's distributors totaled 6% of the
consolidated accounts receivable.
8. Acquisitions
On April 14, 1997, Hardinge completed a stock purchase agreement under
which it acquired 100% of the outstanding shares of Hansvedt Industries, Inc.,
an Urbana, Illinois-based manufacturer of electrical discharge machines (EDM)
and related equipment. Electrical discharge machines are used to produce
complex metal parts through a process of erosion with electricity using either
a cutting wire or electrode. Hansvedt Industries, which was privately held and
is the largest U.S. manufacturer of EDM equipment, had 1996 revenues of
$8,000,000. The acquisition was financed using Hardinge's existing credit
lines.
9. Unusual Expense
1998's fourth quarter included a one-time charge of $950,000
(approximately $570,000 after tax, or $.06 per share). This charge resulted
from costs incurred to relocate the manufacture and support for Hansvedt
electrical discharge machines from Illinois to the Company's headquarters in
Elmira, NY, and from a workforce reduction of approximately 200 full-time jobs,
or 15% of total employment. These actions were taken as a result of a
significant decline in incoming orders during the fourth quarter of 1998.
1997's first quarter included a one-time charge of $1,960,000 (approximately
$1,200,000 after tax, or $.13 per share). This non-recurring charge involves
outside costs incurred in connection with a major acquisition that the Company
carried into the final stages of the due diligence process but decided not to
complete.
33
HARDINGE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
10. Reporting Comprehensive Income
In June, 1997 the Financial Accounting Standards Board issued Statement
No. 130, Reporting Comprehensive Income which is effective for fiscal years
beginning after December 15, 1997. Statement No. 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. The Company adopted this Statement for
the year ended December 31, 1998 and has reclassified its financial statements
for earlier periods provided for comparative purposes. Under this Statement,
changes in cumulative foreign currency translation adjustment of $278,000,
$968,000 and ($2,003,000)for the years ended December 31, 1998, 1997 and 1996,
respectively have been reported under shareholders' equity as adjustments to
comprehensive income.
11. Quarterly Financial Information (Unaudited)
Summarized quarterly financial information for 1998 and 1997 is as
follows:
Quarter
First Second Third Fourth
----------- ---------- ---------- ----------
(in thousands, except per share data)
1998
Net sales $ 65,779 $65,071 $62,041 $66,734
Gross profit 22,853 23,600 22,606 23,038
Income from operations 9,182 9,068 7,720 7,670
Net income 5,454 5,409 4,531 4,889
Basic earnings per share:
Weighted average shares outstanding 9,411 9,420 9,426 9,475
Earnings per share .58 .57 .48 .52
Diluted earnings per share:
Weighted average shares outstanding 9,441 9,468 9,468 9,468
Earnings per share .58 .57 .48 .52
1997
Net sales $ 60,056 $63,668 $56,772 $66,083
Gross profit 20,178 21,334 19,193 21,713
Income from operations 6,414 8,359 6,800 8,926
Net income 3,514 4,833 3,985 5,608
Basic earnings per share:
Weighted average shares outstanding 9,311 9,347 9,380 9,416
Earnings per share .38 .52 .42 .60
Diluted earnings per share:
Weighted average shares outstanding 9,328 9,356 9,413 9,443
Earnings per share .38 .52 .42 .59
1997 weighted shares outstanding and earnings per share have been restated
to reflect the Company's 3-for-2 stock split in May 1998.
Earnings per share amounts are based on the weighted average shares
outstanding for each period presented. As a result of the changes in
outstanding shares from quarter to quarter, the total of the four quarters for
1997 does not equal the annual earnings per share for the year.
34
ITEM 9.--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
35
PART III
ITEM 10.--DIRECTORS AND OFFICERS OF THE REGISTRANT
Certain information required by this item is incorporated by reference
from the Registrant's proxy statement filed with the Commission on March 12,
1999. Additional information required to be furnished by Item 401 of Regulation
S-K is as follows:
List of Executive Officers of the Registrant
Executive
Officer
Name Age Since Positions and Offices Held
- --------------------- ----- ---------- -------------------------------------------------------------
Robert E. Agan 60 1978 Chairman of the Board, President and Chief Executive
Officer since April, 1998; Chairman of the Board and Chief
Executive Officer in 1997; Chairman of the Board, President
and Chief Executive Officer in 1996; President and Chief
Executive Officer 1984-1995; President and Chief Operating
Officer in 1983; Executive Vice President and Chief
Operating Officer 1980-1982; Vice President--Employee
Relations 1978-1979; member of Board of Directors of the
Company since 1980.
J. Patrick Ervin 41 1996 Executive Vice President--Operations since August 1998;
Senior Vice President of Operations, Mfg., Eng. and
Marketing, April 1998--July 1998; Vice President--Sales &
Marketing 1996--March 1998; General Manager, Machine
Tool Division in 1996; Director, Sales & Marketing 1992-
1996; Director of Materials & Purchasing 1990-1992;
Superintendent, Machine Division 1989-1990, Various other
Company positions 1978-1989.
Richard L. Simons 43 1996 Senior Vice President, Chief Financial Officer and Assistant
Secretary since January, 1999; Vice President--Finance
1996-1998; Controller 1987-1996; Assistant Treasurer 1985-
1987; Manager Financial Accounting 1983-1984.
Richard C. Amadril 55 1998 Vice President--Sales and Marketing since August 1998;
Director, Sales & Marketing 1998; Director, Marketing
1996-1997; Formerly President/CEO, South Bend Lathe
Corp., 1990-1995.
Joseph T. Colvin 55 1996 Vice President--Manufacturing since October, 1996;
Manufacturing Director, Machine Operations 1994- 1996;
Formerly Vice President Operations, General Manager,
Inertial Guidance Test Equipment and Original Equipment
Manufacturing, Contraves, Inc.,1994; President and CEO,
Modern Manufacturing, 1993; President, Inland Motor
Division, Kollmorgen Corp., 1987-1992.
Douglas A. Greenlee 51 1992 Vice President--Business Development 1993-1997;
Secretary in 1992; Formerly attorney, Hazel & Thomas, P.C.,
Law Firm; member of Board of Directors of the Company
since 1979.
36
Executive
Officer
Name Age Since Positions and Offices Held
- -------------------- ----- ---------- -------------------------------------------------------------
Daniel P. Soroka 50 1996 Vice President--Engineering since October, 1996; Director
of Research & Engineering 1992-1996; Manager of
Mechanical Design and Analysis 1989-1992.
Douglas C. Tifft 44 1988 Vice President--Administration since November 1998; Vice
President--Employee Relations since 1988. Various other
Company positions 1978-1988.
Thomas T. Connelly 51 1984 Treasurer since 1995; Senior Vice President-General
Manager Workholding Operations 1991-1994; Senior Vice
President 1987-1990; Vice President and Assistant to the
President 1985-1986; Treasurer and Assistant to the
President in 1984; Treasurer in 1983; Assistant Treasurer in
1982.
ITEM 11.--EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from
the Registrant's proxy statement filed with the Commission on March 12, 1999.
ITEM 12.--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference from
the Registrant's proxy statement filed with the Commission on March 12, 1999.
ITEM 13.--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is incorporated by reference from
the Registrants's proxy statement filed with the Commission on March 12, 1999.
37
PART IV
ITEM 14.--EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) The financial statements of the Registrant listed in ITEM 8. of
this Report are incorporated herein by reference.
(2) The financial statement schedules of the Registrant listed in ITEM 8.
of this Report are incorporated herein by reference.
(3) Exhibits filed as part of this Report: See (c) below.
(b) Reports on Form 8-K filed by the Registrant during the last quarter
of the period covered by this report: None
(c) Exhibits required by Item 601 of Regulation S-K filed as a part of
this Report on Form 10-K: Item Description
Item Description
---- -----------
4.1- Restated Certificate of Incorporation of Hardinge Inc. filed with the Secretary of State of the State of
New York on May 24, 1995, incorporated by reference from the Registrant's Form 8-A, filed with the
Securities and Exchange Commission on May 19, 1995.
4.2- By-Laws of Hardinge Inc. as amended November 19, 1996, incorporated by reference from the
Registrant's Form 10-K for the year ended December 31, 1996.
4.3- Section 719 through 726 of the New York Business Corporation Law, incorporated by reference from
the Registrant's Form 10, effective June 29, 1987.
4.4- Specimen of certificate for shares of Common Stock, par value $.01 per share, of Hardinge Inc.,
incorporated by reference from the Registrant's Form 8-A, filed with the Securities and Exchange
Commission on May 19, 1995.
4.5- Form of Rights Agreement, dated as of May 16, 1995, between Hardinge Inc. and American Stock
Transfer and Trust Company, incorporated by reference from the Registrant's Form 8-A, filed with the
Securities and Exchange Commission on May 23, 1995.
4.6- Amended Form of Rights Agreement, dated as of August 25,1997 between Hardinge Inc. and Fifth Third
Bank, incorporated by reference from the Registrant's Form 8-A/A filed with the Securities and
Exchange Commission on September 29, 1997.
10.1- Swap Transaction Agreement effective June 1, 1998 between Hardinge Inc. and The Chase Manhattan
Bank incorporated by reference from the Registrant's Form 10-Q for the quarter ended September 30,
1998.
10.2- Credit Agreement dated as of August 1, 1997 among Hardinge Inc. and the Banks signatory thereto
and The Chase Manhattan Bank as Agent, incorporated by reference from the Registrant's Form 10-Q
for the quarter ended September 30, 1997.
10.3- Credit Agreement dated as of November 18, 1996 between Hardinge Inc. and Marine Midland Bank,
incorporated by reference from the Registrant's Form 10-K for the year ended December 31, 1996.
10.4- Amendment Number One dated August 1, 1997 to Credit Agreement dated as of November 18, 1996
between Hardinge Inc. and Marine Midland Bank, incorporated by reference from the Registrant's Form
10-Q for the quarter ended September 30, 1997.
10.5- Credit Agreement dated as of February 28, 1996 among Hardinge Inc. and the Banks signatory thereto
and The Chase Manhattan Bank as Agent, incorporated by reference from the Registrant's Form 10-Q
for the quarter ended March 31, 1996.
38
Item Description
---- -----------
10.6 - Amendment Number One dated August 1, 1997 to Credit Agreement dated as of February 28, 1996
among Hardinge Inc. and the Banks signatory thereto and The Chase Manhattan Bank as Agent,
incorporated by reference from the Registrant's Form 10-Q for the quarter ended September 30, 1997.
10.7 - $5,000,000 Master Note among Hardinge Inc. and Chemung Canal Trust Company dated July 23, 1996,
incorporated by reference from the Registrant's Form 10-K for the year ended December 31, 1996.
10.8 - Credit Agreement dated as of August 1, 1994 among Hardinge Inc., the Banks signatory thereto and
The Chase Manhattan Bank, incorporated by reference from the Registrant's Registration Statement
on Form S-2 (No. 33-91644).
10.9 - Amendment Number One dated February 29, 1996 to Credit Agreement dated as of August 1, 1994
among Hardinge Inc., the Banks signatory thereto and The Chase Manhattan Bank, incorporated by
reference from the Registrant's Form 10-K for the year ended December 31, 1996.
10.10- Amendment Number Two dated August 1, 1997 to Credit Agreement dated as of August 1, 1994 among
Hardinge Inc., the Banks signatory thereto and The Chase Manhattan Bank terminating said Credit
Agreement, incorporated by reference from the Registrant's Form 10-Q for the quarter ended September
30, 1997.
10.11- Stock Purchase Agreement dated as of November 15, 1995 between Hardinge Inc. and L. Kellenberger
& Co. AG, incorporated by reference from the Registrant's Form 8-K, as amended, dated November 29,
1995.
10.12- Note Agreement dated August 29, 1991 between Hardinge Inc. and AEtna Life Insurance Company,
relating to the issuance by Hardinge Inc. of $5,000,000 principal amount of its 9.38% notes due 1998,
incorporated by reference from the Registrant's Registration Statement on Form S-2 (No. 33-91644).
*10.13- The 1996 Hardinge Inc. Incentive Stock Plan as adopted by shareholders at the April 23, 1996 annual
meeting, incorporated by reference from the Registrant's Form 10-Q for the quarter ended June 30,
1996.
*10.14- Hardinge Inc. Savings Plan, incorporated by reference from the Registrant's Registration Statement on
Form S-8 (No. 33-65049).
*10.15- Employment Agreement with Richard C. Amadril dated August 3, 1998, incorporated by reference from
the Registrant's Form 10-Q for the quarter ended September 30, 1998.
*10.16- Employment Agreement with Joseph T. Colvin effective January 1, 1997, incorporated by reference
from the Registrant's Form 10-Q for the quarter ended March 31, 1997.
*10.17- Employment Agreement with J. Patrick Ervin effective January 1, 1997, incorporated by reference from
the Registrant's Form 10-Q for the quarter ended March 31, 1997.
*10.18- Employment Agreement with Richard L. Simons effective January 1, 1997, incorporated by reference
from the Registrant's Form 10-Q for the quarter ended March 31, 1997.
*10.19- Employment Agreement with Robert E. Agan dated as of April 1, 1995, incorporated by reference from
the Registrant's Registration Statement on Form S-2 (No. 33-91644).
*10.20- Employment Agreement with Douglas A. Greenlee dated as of April 1, 1995, incorporated by reference
from the Registrant's Registration Statement on Form S-2 (No. 33-91644).
*10.21- Employment Agreement with Douglas C. Tifft dated as of April 1, 1995, incorporated by reference from
the Registrant's Registration Statement on Form S-2 (No. 33-91644).
*10.22- Hardinge Inc. 1993 Incentive Stock Plan, incorporated by reference from the Registrant's Form 10-K
for the year ended December 31, 1993.
39
Item Description
---- -----------
*10.23- The 1988 Hardinge Inc. Incentive Stock Plan, as adopted by shareholders at the annual meeting of
shareholders held on May 17, 1988, incorporated by reference from the Registrant's Form 10-Q for
the quarter ended June 30, 1988.
*10.24- First Amendment to Hardinge Inc. 1988 Incentive Stock Plan, incorporated by reference from the
Registrant's Form 10-K for the year ended December 31, 1993.
*10.25- Hardinge Inc. Executive Supplemental Pension Plan, incorporated by reference from the Registrant's
Form 10-K for the year ended December 31, 1993.
*10.26- Form of Deferred Directors Fee Plan, incorporated by reference from the Registrant's Registration
Statement on Form S-2 (No. 33-91644).
*10.27- Description of Incentive Cash Bonus Program, incorporated by reference from the Registrant's
Registration Statement on Form S-2 (No. 33-91644).
21- Subsidiaries of the Company.
23- Consent of Ernst & Young LLP, Independent Auditors.
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedule.
27.3 Restated Financial Data Schedule.
- ----------
*Management contract or compensatory plan or arrangement.
40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
HARDINGE INC.
-------------------------------------
(Registrant)
February 23, 1999 /s/ Robert E. Agan
- ----------------------------- -------------------------------------
Robert E. Agan
Chairman of the Board, President and Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
February 23, 1999 /s/ J. Patrick Ervin
- ----------------------------- -------------------------------------
J. Patrick Ervin
Executive Vice President--Operations
February 23, 1999 /s/ Richard L. Simons
- ----------------------------- -------------------------------------
Richard L. Simons
Senior Vice President/Chief Financial
Officer and Assistant Secretary
(Principal Financial Officer)
February 23, 1999 /s/ John W. Bennett
- ----------------------------- -------------------------------------
John W. Bennett
Director
February 23, 1999 /s/ Daniel J. Burke
- ----------------------------- -------------------------------------
Daniel J. Burke
Director
February 23, 1999 /s/ Richard J. Cole
- ----------------------------- -------------------------------------
Richard J. Cole Director
February 23, 1999
- ----------------------------- -------------------------------------
James L. Flynn
Director
February 23, 1999 /s/ E. Martin Gibson
- ----------------------------- -------------------------------------
E. Martin Gibson Director
February 23, 1999 /s/ Douglas A. Greenlee
- ----------------------------- -------------------------------------
Douglas A. Greenlee
Vice President and Director
February 23, 1999
- ----------------------------- -------------------------------------
J. Philip Hunter
Director and Secretary
February 23, 1999 /s/ Albert W. Moore
- ----------------------------- -------------------------------------
Albert W. Moore
Director
41