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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 000-15760
HARDINGE INC.
(Exact name of Registrant as specified in its charter)
New York 16-0470200
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Hardinge Inc.
One Hardinge Drive
Elmira, NY 14902
(Address of principal executive offices) (Zip code)
(607) 734-2281
(Registrant's telephone number including area code)
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 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 / /
As of September 30, 2002 there were 8,802,593 shares of Common Stock of the
Registrant outstanding.
1
HARDINGE INC. AND SUBSIDIARIES
INDEX
Page
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 2002 and
December 31, 2001. 3
Consolidated Statements of Income and Retained Earnings
for the three months ended September 30, 2002 and 2001 and the
nine months ended September 30, 2002 and 2001. 5
Condensed Consolidated Statements of Cash Flows for
the nine months ended September 30, 2002 and 2001. 6
Notes to Consolidated Financial Statements. 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 13
Item 3. Quantitative and Qualitative Disclosures About
Market Risks 19
Item 4. Controls and Procedures 19
Part II Other Information
Item 1. Legal Proceedings 19
Item 2. Changes in Securities 19
Item 3. Default upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
Certifications 22
2
PART I, ITEM 1
HARDINGE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
Sept. 30, Dec. 31,
2002 2001
-----------------------
(Unaudited)
Assets
Current assets:
Cash $ 3,036 $ 4,608
Accounts receivable, net 39,354 38,562
Notes receivable, net 6,809 6,961
Inventories 83,737 84,084
Deferred income taxes 6,207 9,558
Income tax recoverable 3,498 4,648
Prepaid expenses 3,862 4,381
-----------------------
Total current assets 146,503 152,802
Property, plant and equipment:
Property, plant and equipment 153,553 149,714
Less accumulated depreciation 86,613 79,490
-----------------------
66,940 70,224
Other assets:
Notes receivable 10,643 10,394
Deferred income taxes 5,473 3,659
Goodwill 15,355 13,660
Other 2,520 3,752
-----------------------
33,991 31,465
-----------------------
Total assets $ 247,434 $ 254,491
=======================
See accompanying notes.
3
HARDINGE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS--CONTINUED
(IN THOUSANDS)
Sept. 30, Dec. 31,
2002 2001
-----------------------
(Unaudited)
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 11,643 $ 12,757
Notes payable to bank 3,289 464
Accrued expenses 15,279 17,612
Accrued income taxes 1,922 1,889
Deferred income taxes 3,502 2,623
Current portion long-term debt 6,680 55,620
-----------------------
Total current liabilities 42,315 90,965
Other liabilities:
Long-term debt 36,910 4,474
Accrued pension benefits 6,389 6,113
Deferred income taxes 2,064 1,810
Accrued postretirement health benefits 5,820 5,795
Derivative financial instrument 4,177
Other liabilities 2,150 2,251
-----------------------
57,510 20,443
Equity of minority interest 2,190 1,868
Shareholders' equity:
Preferred stock, Series A, par value $.01:
Authorized - 2,000,000; issued - none
Common stock, $.01 par value:
Authorized shares - 20,000,000
Issued shares - 9,919,992 at September 30, 2002
and December 31, 2001 99 99
Additional paid-in capital 61,172 61,328
Retained earnings 103,715 104,480
Treasury shares (14,831) (14,934)
Accumulated other comprehensive income (loss) (3,159) (7,799)
Deferred employee benefits (1,577) (1,959)
-----------------------
Total shareholders' equity 145,419 141,215
-----------------------
Total liabilities and shareholders' equity $ 247,434 $ 254,491
=======================
See accompanying notes.
4
HARDINGE INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (UNAUDITED)
(In Thousands, Except Per Share Data)
Three months ended Nine months ended
September 30, September 30,
2002 2001 2002 2001
-------------------------- -------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net Sales $ 39,268 $ 47,703 $ 127,083 $ 162,008
Cost of sales 27,960 34,227 89,473 112,299
Unusual charge(1) 27,237 27,237
------------------------- ------------------------
Gross profit (loss) 11,308 (13,761) 37,610 22,472
Selling, general and administrative expenses 11,474 12,488 34,917 41,193
Provision for doubtful accounts(1) 180 5,820 540 6,210
Impairment charge(1) 5,519 5,519
------------------------- ------------------------
(Loss) income from operations (346) (37,588) 2,153 (30,450)
Interest expense 946 879 2,846 2,587
Interest (income) (48) (125) (277) (392)
------------------------- ------------------------
(Loss) income before income taxes and minority interest
in consolidated subsidiary and investment of equity
company (1,244) (38,342) (416) (32,645)
Income taxes (benefits) (1,094) (11,986) (719) (10,390)
Minority interest in (profit) of consolidated subsidiary (96) (134) (322) (410)
Profit in investment of equity company 30 100 34 250
------------------------- ------------------------
Net (loss) profit(1) (216) (26,390) 15 (22,415)
Retained earnings at beginning of period 103,931 132,469 104,480 130,955
Less dividends declared 1,238 780 3,699
------------------------- ------------------------
Retained earnings at end of period $ 103,715 $ 104,841 $ 103,715 $ 104,841
========================= ========================
Per share data:
Basic (loss) earnings per share(1) $ (.02) $ (3.04) $ .00 $ (2.58)
========================= ========================
Weighted average number
of common shares outstanding 8,703 8,682 8,683 8,701
========================= ========================
Diluted (loss) earnings per share(1) $ (.02) $ (3.04) $ .00 $ (2.58)
========================= ========================
Weighted average number
of common shares outstanding 8,719 8,690 8,714 8,701
========================= ========================
Cash Dividends Declared $ .00 $ .14 $ .09 $ .42
========================= ========================
(1) 2001 third quarter results included unusual charges of $37,956
(after-tax $26,455) which are explained in the notes to the financial
statements. Excluding these charges, 2001 third quarter earnings and
year to date September 30, 2001 earnings would have been $65 and
$4,040, respectively.
See accompanying notes.
5
HARDINGE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
Nine Months Ended
September 30,
2002 2001
---------------------------
(Unaudited) (Unaudited)
Net cash provided by operating activities $ 16,953 $ 3,250
Investing activities:
Capital expenditures (2,033) (7,492)
---------------------------
Net cash (used in) investing activities (2,033) (7,492)
Financing activities:
Increase (decrease) in short-term notes payable to bank 2,644 (1,277)
Additional long-term debt 1,000 10,694
(Payments) on long-term debt (19,396)
Purchase of treasury stock, net (99) (1,109)
Dividends paid (780) (3,699)
---------------------------
Net cash (used in) financing activities (16,631) 4,609
Effect of exchange rate changes on cash 139 (144)
---------------------------
Net (decrease) in cash $ (1,572) $ 223
===========================
See accompanying notes.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2002
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 2002, are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report for the year ended December 31, 2001. The Company
operates in only one business segment - industrial machine tools.
NOTE B -- UNUSUAL INVENTORY CHARGE - THIRD QUARTER OF 2001
The quarter ended September 30, 2001 included an unusual charge for the
discontinuation of several under-performing product lines. This charge was part
of a new business strategy to enhance the Company's focus on lines with the best
potential for long-term profitability and was in response to the recession
impacting the machine tool industry and market changes that required the Company
to realign its U.S. based manufacturing operations in Elmira, New York. The
$27,237,000 charge represented a reserve to reflect the expense of the expedited
sale or scrapping of the inventory related to the under-performing product
lines. The physical segregation and disposition of the inventory has taken
considerable time and effort. As of September 30, 2002, $3,382,000 of the
inventory remains for disposition. It is anticipated that almost all of this
remaining inventory will be disposed of by the end of this year.
NOTE C -- ONE TIME ADDITIONAL BAD DEBT PROVISION - THIRD QUARTER OF 2001
The quarter ended September 30, 2001 also included an additional reserve
for uncollectable receivables of $5,200,000, which was recorded as a provision
for doubtful accounts on the income statement. The Company felt this charge was
necessary due to the deteriorating financial condition of certain of its
customers and changes in the Company's outlook on the value of any collateral to
be repossessed due to depressed valuations of used equipment.
NOTE D -- UNUSUAL IMPAIRMENT CHARGE - THIRD QUARTER OF 2001
The quarter ended September 30, 2001 also included a $3,542,000 charge for
the write-off of the remaining Goodwill from the 1997 acquisition of Hansvedt
Industries. The Hansvedt products, all in the electrical discharge machine line,
were among the products being discontinued, as described previously.
Additional asset impairment charges included the write-down to saleable value of
a facility the Company is in the process of selling, and the write-down of a
corporate plane. This plane was sold in the fourth quarter of 2001 for a net
proceeds approximately equal to the revised book value. These write-downs, along
with other miscellaneous charges for changes in operations, totaled $1,977,000.
The result of these measures was to reduce future expenses related to
underutilized assets.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2002
NOTE E--INVENTORIES
Inventories are summarized as follows (dollars in thousands):
September 30, December 31,
2002 2001
------------------------------------
Finished products $ 26,553 $ 32,494
Work-in-process 32,459 27,431
Raw materials and purchased components 24,725 24,159
--------- ----------
$ 83,737 $ 84,084
========= ==========
NOTE F--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. As of September 30, 2002,
the Company has recorded a U.S. net deferred tax asset of approximately
$11,680,000. To the extent that deductible temporary differences reverse over
the next quarter, the Company has sufficient taxable income in the carryback
period, as a result of the recent tax law change, to realize a recoverable tax
benefit. For deductible temporary differences that remain at December 31, 2002,
the Company will be relying on tax planning strategies and future U.S. taxable
income. Given the Company's trend of earnings during past cycles in the industry
and expected upturns based on external market analysis, the Company believes
that it will be able to generate taxable income sufficient to realize the value
of this net deferred tax asset.
NOTE G--NEW DEBT AGREEMENTS
Hardinge maintains a revolving loan agreement with a group of U.S. banks.
On October 24, 2002, the Company executed a new loan agreement, which expires in
August, 2005 and replaces the prior Agreement which would have expired in
August, 2003. The new loan agreement provides for borrowing of up to $30,000,000
secured by substantially all of the Company's domestic assets other than real
estate and by a pledge of two-thirds of its investment in most of its Canadian
and European subsidiaries. This loan agreement also provides for revised
financial covenants commensurate with the Company's current business levels.
The Company also executed a new loan agreement with a Swiss bank in the
third quarter of 2002, providing for borrowing of up to CHF 7,500,000 secured by
the real property owned by Kellenberger AG, a wholly owned subsidiary of the
Company.
These new facilities, along with other short term credit agreements,
provide for immediate access of up to $58,999,000. Outstanding borrowings at
September 30, 2002 under the old arrangements totaled $23,877,000, or 40.5% of
the new borrowing capacity.
On October 24, 2002 the Company also replaced its prior five year
$23,000,000 term loan with a new term loan with substantially the same security
and financial covenants as provided under the revolving loan agreement described
in the previous paragraph. The Company also retains one additional $1,000,000
term loan.
The Company believes that the currently available funds and credit facilities,
along with internally generated funds, will provide sufficient financial
resources for ongoing operations.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2002
NOTE H--EARNINGS PER SHARE AND WEIGHTED AVERAGE SHARES OUTSTANDING
Earnings per share are computed in accordance with Statement of Financial
Accounting Standards No. 128 EARNINGS PER SHARE. Basic earnings per share are
computed using the weighted average number of shares of common stock outstanding
during the period. For diluted earnings per share, the weighted average number
of shares includes common stock equivalents related primarily to restricted
stock.
The following is a reconciliation of the numerators and denominators of the
basic and diluted (loss) earnings per share computations required by Statement
No. 128:
Three months ended Nine months ended
September 30, September 30,
-------------------------- --------------------------
2002 2001 2002 2001
-------------------------- --------------------------
(dollars in thousands)
Numerator:
Net (loss) income $ (216) $ (26,390) $ 15 $ (22,415)
Numerator for basic (loss) earnings per share (216) (26,390) 15 (22,415)
Numerator for diluted (loss) earnings per share (216) (26,390) 15 (22,415)
Denominator:
Denominator for basic (loss) earnings per share
-weighted average shares (in thousands) 8,703 8,682 8,683 8,701
Effect of diluted securities:
Restricted stock and stock options (in thousands) 16 8 31
--------------------- -----------------------
Denominator for diluted (loss) earnings per share
-adjusted weighted average shares (in thousands) 8,719 8,690 8,714 8,701
Basic (loss) earnings per share $ (.02) $ (3.04) $ .00 $ (2.58)
===================== =======================
Diluted (loss) earnings per share $ (.02) $ (3.04) $ .00 $ (2.58)
===================== =======================
(Loss) 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 quarters for 2001 does not
equal the year to date earnings per share for 2001.
NOTE I-- DERIVATIVE FINANCIAL INSTRUMENTS
The Company adopted Financial Accounting Standards Board Statement No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, on January 1,
2001. The statement requires companies to recognize all of its derivative
instruments as either assets or liabilities in the statement of financial
position at fair value. The accounting for changes in the fair value (i.e.,
gains or losses) of a derivative instrument depends on whether it has been
designated and qualifies as part of a hedging relationship and further, on the
type of hedging relationship. For those derivative instruments that are
designated and qualify as hedging instruments, a company must designate the
hedging instrument, based upon the exposure being hedged, as either a fair value
hedge, cash flow hedge or a hedge of a net investment in a foreign operation.
The adoption of Statement 133 on January 1, 2001, resulted in a cumulative
effect of an accounting change recognized as a credit of $25,000 in other
comprehensive income in the first quarter of 2001.
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ((UNAUDITED )
SEPTEMBER 30, 2002
NOTE J--REPORTING COMPREHENSIVE INCOME
During the three and nine months ended September 30, 2002 and 2001, the
components of total comprehensive (loss) income consisted of the following
(dollars in thousands):
Three months ended Nine months ended
September 30, September 30,
2002 2001 2002 2001
--------- --------- --------- ---------
Net (Loss) Income $ (216) $ (26,390) $ 15 $ (22,415)
Other Comprehensive (Loss) Income:
Foreign currency translation adjustments 325 5,212 7,512 172
Cumulative effect of accounting change 25
Unrealized gain (loss) on derivatives, net of tax:
Cash flow hedges (519) (705) (653) (1,125)
Net investment hedges (83) (1,359) (2,219) 245
--------- --------- --------- ---------
Other comprehensive (loss) income (277) 3,148 4,640 (683)
--------- --------- --------- ---------
Total Comprehensive (Loss) Income $ (493) $ (23,242) $ 4,655 $ (23,098)
========= ========= ========= =========
For the three and nine months ended September 30, 2002, other comprehensive
(loss) income included $325,000 and $7,512,000, respectively, due to the reduced
value of the U.S. dollar relative to the Swiss franc, EC euro and U.K. pound
sterling. These currency rate changes raised the net dollar value of the assets
and liabilities of the Company's two Swiss subsidiaries by $7,083,000 during the
first nine months of 2002 and had lesser similar effects on the Company's
subsidiaries in England and Germany.
These foreign currency translation benefits are partially offset by
($83,000) and ($2,219,000), in the same respective three and nine month periods,
of reduced value in foreign currency swap contracts which have the effect of
partially offsetting the Company's exposure to changes in the Swiss franc on
financing of the Swiss acquisitions. The combined fair market value of those
currency swap contracts at September 30, 2002 was $1,123,000.
Accumulated balances of the components of other comprehensive income (loss)
consisted of the following at September 30, 2002 and December 31, 2001 (dollars
in thousands):
Accumulated balances
Sept. 30, Dec. 31,
2002 2001
-------- --------
Other Comprehensive (Loss) Income:
Foreign currency translation adjustments $ (2,675) $(10,187)
Cumulative effect of accounting change, net of tax 25 25
Unrealized gain (loss) on derivatives, net of tax:
Cash flow hedges (1,632) (979)
Net investment hedges 1,123 3,342
-------- --------
Other Comprehensive (Loss) $ (3,159) $ (7,799)
======== ========
10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2002
NOTE K--GOODWILL AND OTHER INTANGIBLE ASSETS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS,
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests in accordance
with the Statements. Other intangible assets will continue to be amortized over
their useful lives.
The Company adopted Financial Accounting Standards No. 142 on January 1,
2002. The following table shows the impact of goodwill amortization on net
income and earnings per share for the three and nine month periods ended
September 30, 2001. (dollars in thousands, except for per share data)
Three months ended Nine months ended
Sept. 30, Sept. 30,
2002 2001 2002 2001
----------------------- ---------- -----------
Reported net (loss) income $ (216) $ (26,390) $ 15 $ (22,415)
Add back goodwill amortization 215 642
----------------------- --------- -----------
Adjusted net (loss) income $ (216) $ (26,175) $ 15 $ (21,773)
======================= ========= ==========
Basic (loss) earnings per share:
Reported (loss) earnings per share $ (.02) $ (3.04) $ .00 $ (2.58)
Goodwill amortization .02 .07
----------------------- --------- -----------
Adjusted (loss) earnings per share $ (.02) $ (3.02) $ .00 $ (2.51)
======================= ========= ==========
Weighted average number of common
shares outstanding 8,703 8,682 8,683 8,701
Diluted (loss) earnings per share:
Reported (loss) earnings per share $ (.02) $ (3.04) $ .00 $ (2.58)
Goodwill amortization .02 .07
----------------------- --------- -----------
Adjusted (loss) earnings per share $ (.02) $ (3.02) $ .00 $ (2.51)
======================= ========= ==========
Weighted average number of common
shares outstanding 8,719 8,690 8,714 8,701
The only changes to the value of the recorded Goodwill since January 1,
2002 have been due to changes in the exchange rate of the Swiss Franc.
In accordance with the transitional provisions of FASB Statement 142, the
Company has completed the first step of the transitional goodwill impairment
test for the Company's one reporting unit which has goodwill. The test was based
on the discounted cash flow method and used a discount rate of 7.5% per annum.
Based on the projected full recovery of the investment in the reporting unit,
including all goodwill, the Company concluded that, consistent with FASB
Statement 142, no impairment is indicated. The Company determined that future
annual impairment tests will be based on a June 30th measurement date.
11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2002
NOTE L--NEW ACCOUNTING PRONOUNCEMENT
In August 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS, effective for fiscal years beginning after
December 15, 2001. Under the new rules, fixed assets and other long term assets
are to be tested for impairment of value whenever defined indicators of
impairment are present. The Company adopted this statement as of January 1,
2002. The Company completed its initial evaluation of indicators of impairment
and found that, in the case of two of the Company's reporting units, current
operating losses were indicators of impairment. The appropriate analyses were
completed in the quarter ended September 30, 2002. They showed that no asset
impairment charge is warranted.
This Statement also provides new criteria for classifying an asset as
held-for-sale. Those provisions do not currently apply to the Company's
operations.
12
PART I, ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following are management's comments relating to Hardinge's results of
operations for the three month and nine month periods ended September 30, 2002
and 2001 and in the Company's financial condition at September 30, 2002.
QUARTERLY INFORMATION
The following table sets forth certain quarterly financial data for each of
the periods indicated.
Three Months Ended
Mar. 31, June 30, Sept. 30, Dec. 31,
2002 2002 2002 2002
-------------------------------------------
(in thousands, except per share data)
-------------------------------------------
Net Sales $ 43,753 $ 44,062 $ 39,268
Gross Profit 12,583 13,719 11,308
Income (Loss) from operations 855 1,644 (346)
Net income (loss) 89 142 (216)
Diluted earnings (loss) per share .01 .02 (.02)
Weighted average shares outstanding 8,667 8,700 8,719
Three Months Ended
Mar. 31, June 30, Sept. 30, Dec. 31,
2001 2001 2001 2001
-------------------------------------------
(in thousands, except per share data)
-------------------------------------------
Net Sales $ 58,433 $ 55,872 $ 47,703 $ 47,514
Gross Profit (Loss) 19,212 17,021 (13,761) 14,305
Income (Loss) from operations 3,899 3,239 (37,588) 1,823
Net income (loss) 2,193 1,782 (26,390) 562
Diluted earnings (loss) per share .25 .20 (3.04) .06
Weighted average shares outstanding 8,711 8,724 8,690 8,695
RESULTS OF OPERATIONS
NET SALES. Net sales for the quarter ended September 30, 2002 were
$39,268,000, a reduction of $8,435,000, or 17.7%, as compared to net sales of
$47,703,000 during the third quarter of 2001. For the first nine months of 2002,
net sales were $127,083,000, which represents a decrease of $34,925,000, or
21.6%, from the $162,008,000 sales level in the first nine months of 2001.
Sales in the U.S. market were $14,095,000 in the quarter ended September
30, 2002, down 24.8%, or $4,657,000, from sales of $18,752,000 during the third
quarter of 2001. For the first nine months of 2002, sales in the U.S. market
were $48,854,000, which represents a decline of 32.3%, or $23,313,000, from the
U.S. sales of $72,167,000 during the first nine months of 2001. These
substantial sales declines were due to the reduced activity levels of North
American manufacturers, which caused an industry-wide decline in U.S. machine
tool sales. Information from the Association for Manufacturing Technology, the
13
primary trade association for the U.S. machine tool industry, indicates that
U.S. orders for metal cutting machines have declined 30.9% from the first nine
months of 2001 to the first nine months of 2002. Based on this information, the
Company believes that, despite the 32.3% sales decline described above, the
Company's share of the U.S. machine tool market has not changed significantly.
Sales to European customers were $15,461,000 for the third quarter of 2002,
a decrease of 21.4%, or $4,221,000, as compared to sales of $19,682,000 during
the third quarter of 2001. For the first nine months of 2002, sales to European
customers declined 5.4%, or $3,100,000, to $54,069,000 from $57,169,000 one year
earlier.
Other international sales, primarily to customers in Asia, increased 4.8%,
or $443,000, to $9,712,000 for the third quarter of 2002 from $9,269,000 in the
third quarter of 2001. For the nine months ending September 30, 2002, these
other international sales were $24,160,000, which was $8,512,000, or 26.1%,
below the $32,672,000 sold in the first nine months of 2001. In the first nine
months of 2001, other international sales benefited from the Company's unusually
high sales to customers in the Peoples Republic of China during the first half
of that year.
Machine sales accounted for 64.5% of revenues for the quarter ended
September 30, 2002 and 65.5% for the first nine months of 2002, as compared to
67.7% and 68.3% for the same periods in 2001, respectively. Sales of non-machine
products and services made up the balance.
The Company's order rate declined 18.5%, to $36.5 million in the third
quarter of 2002, as compared to $44.8 million in the third quarter of 2001,
reflecting both the decline in North American manufacturing activity levels
discussed above and a drop in new orders from European customers. For the nine
months ended September 30, 2002, orders were $115,696,000, which was
$42,331,000, or 26.8%, below the $158,027,000 order rate for the first nine
months of 2001.
The Company's backlog at September 30, 2002 was $39,514,000, which was a
decrease of $20,443,000, or 34.1%, from the $59,957,000 backlog at September 30,
2001.
GROSS PROFIT. Expressed as a percentage of net sales, gross margins for the
three and nine months ended September 30, 2002 were 28.8% and 29.6%,
respectively. For the three and nine month periods ended September 30, 2001,
gross margins were (28.8%) and 13.9%, respectively. The lower 2001 gross margins
included the impact of a $27,237,000 unusual charge for the expedited sale and
disposal of inventory related to under-performing product lines. Excluding that
charge, gross margins for the three and nine month periods ended September 30,
2001 were 28.2% and 30.7%, respectively.
Comparing the 28.8% gross margin in the third quarter of 2002 to the 28.2%
gross margin, excluding the unusual charge, in the third quarter of 2001, the
2.1% increase in gross profit percentage largely reflected changes in product
mix, as repair parts and other non-machine revenue rose to 35.5% of sales, from
32.3% in the third quarter of 2001.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses were $11,474,000, or 29.2% of sales, during the
third quarter of 2002, a decline of $1,014,000, or 8.1%, as compared to
$12,488,000, or 26.2% of sales, during the third quarter of 2001. SG&A expenses
were $34,917,000, or 27.5% of sales, for the first nine months of 2002, which
reflected a decline of $6,276,000, or 15.2%, as compared to $41,193,000, or
25.4% of sales, for the first nine months of 2001. The Company has maintained
its numerous cost containment initiatives, which began in early 2000, and has
expanded those programs to include operations in Europe, where sales have now
also declined. However, the substantial expense reductions described above did
not fully offset the sales declines of 17.7% for the third quarter of 2002, as
compared to the third quarter of 2001, and a decline of 21.6% for the first nine
months of 2002 as compared to the nine months ended September 30, 2001.
14
PROVISION FOR DOUBTFUL ACCOUNTS. Bad debt expense was $180,000 during the
third quarter of 2002, as compared to $5,820,000 during the third quarter of
2001, and $540,000 for the first nine months of 2002, as compared to $6,210,000
during the nine months ended September 30, 2001. The third quarter, 2001 and
September 30, 2001 year-to-date bad debt expenses included $5,200,000 for the
September 2001 one time additional reserve for doubtful accounts, without which
they were $620,000 and $1,010,000, respectively.
IMPAIRMENT CHARGE. The results for the three and nine months ended
September 30, 2001 included a $3,542,000 charge for the impairment of purchased
goodwill, reflecting the total impairment of the remaining goodwill from a 1997
acquisition. These 2001 results also included $1,977,000 of impairment charges
for other assets which have since been offered for sale, and other lesser
charges.
INCOME (LOSS) FROM OPERATIONS. For the quarter ended September 30, 2002,
the operating loss was ($346,000), or (0.9)% of sales, as compared to
($37,588,000), or (78.8)% of sales, for the third quarter in 2001. For the first
nine months of 2002, income from operations was $2,153,000, or 1.7% of sales, as
compared to ($30,450,000), or (18.8)% of sales, in the first nine months of
2001. As discussed previously, these 2001 results included a $27,237,000 unusual
charge for disposal of inventory, a $5,200,000 one time additional reserve for
doubtful accounts, and $5,519,000 of unusual asset impairment charges. Excluding
those charges, income from operations was $368,000 for the third quarter of 2001
and $7,506,000 for the nine months ended September 30, 2001, with the resulting
unfavorable changes primarily caused by the reduced sales and manufacturing
levels previously discussed.
INTEREST EXPENSE AND INCOME. Interest expense for the quarter ended
September 30, 2002 was $946,000, as compared to $879,000 during the third
quarter of 2001. For the first nine months of 2002, interest expense was
$2,846,000, as compared to $2,587,000 during the first nine months of 2001.
While average outstanding borrowings during 2002 were lower than during the
previous year's first three quarters, interest rate spreads were increased as a
result of renegotiating borrowing arrangements during the third quarter of 2001
and first quarter of 2002. Interest income totaled $48,000 during the quarter
ended September 30, 2002, as compared to $125,000 one year earlier. For the
first nine months of 2002, interest income was $277,000, as compared to $392,000
during the first nine months of 2001.
INCOME TAXES (BENEFIT). The quarter ended September 30, 2002 provision for
income taxes was ($1,094,000), or 87.9% of pre-tax loss. For the third quarter
of 2001, the provision for income taxes was ($11,986,000), or 31.3% of pre-tax
loss, which included ($11,501,000) from tax benefits related to the unusual
charges and one time additional bad debt provision discussed previously.
Excluding the tax benefits of those charges, the quarter ended September 30,
2001 provision for income taxes was ($485,000), or 125.6% of pre-tax loss.
For the nine months ended September 30, 2002, the provision for income
taxes was ($719,000), or 172.8% of the pre-tax loss. The provision for income
taxes in the first nine months of 2001 was ($10,390,000), or 31.8% of pre-tax
loss, including the ($11,501,000) from the unusual inventory and asset
impairment charges and one time additional bad debt provision, discussed
previously. Excluding the tax benefits of those charges, the September 30, 2001
year to date provision for income taxes was $1,111,000, or 20.9% of pre-tax
income. Projections of the full-year 2002 tax rate remain highly sensitive to
the final 2002 mix of taxable income by country.
MINORITY INTEREST IN (PROFIT) OF CONSOLIDATED SUBSIDIARY. The Company has a
51% interest in Hardinge Taiwan Precision Machinery Limited, an entity that is
recorded as a consolidated subsidiary. For the quarters ended September 30, 2002
and 2001, respectively, reductions in net income of $96,000 and $134,000
represented the minority stockholders' 49% share in the joint venture's net
income. The comparable impacts for the first nine months of 2002 and 2001 were
$322,000 and $410,000, respectively.
15
PROFIT IN INVESTMENT OF EQUITY COMPANY. During the quarters ended September
30, 2002 and 2001, Hardinge EMAG GmbH generated $30,000 and $100,000,
respectively, of profit for Hardinge's 50% interest in this joint venture.
September year to date profit contributions were $34,000 in 2002 and $250,000 in
2001.
NET INCOME (LOSS). Net loss for the third quarter of 2002 was ($216,000),
or ($.02) per share. Net loss for the third quarter of 2001 was ($26,390,000),
or ($3.04) per share, which included ($26,455,000) due to the unusual charges
and one time bad debt provision discussed previously. Excluding those charges,
net income for the third quarter of 2001 would have been $65,000. For the nine
months ended September 30, 2002, net income was $15,000, or $0.00 per share, as
compared to ($22,415,000), or ($2.58) per share, including the ($26,455,000)
described previously. Excluding those charges, net income for the first nine
months of 2001 would have been $4,040,000.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities for the nine months ended September 30, 2002 generated
cash of $16,953,000, compared to generating $3,250,000 during the same nine
months of 2001, for an increase in cash generation of $13,703,000. During the
first quarter of 2002, the Company filed and received a net operating loss
carryback claim of $4,648,000 based on its operations for the year 2001. The
Company reduced its inventories by $5,697,000 during the first nine months of
2002, compared to an increase in inventories of $4,193,000 during the first nine
months of 2001 excluding noncash changes for the unusual inventory charges
described previously. This resulted in $9,890,000 improvement in cash generation
between the two periods. Trade receivables contributed $3,474,000 to cash
generation as receivables decreased $931,000 in the first nine months of 2002,
compared to an increase of $2,543,000 in the first nine months of 2001.
Additionally, accrued liabilities contributed another $2,143,000 of cash
generation. Partially offsetting these increases were reductions in cash
generation of $4,025,000 from changes in net income excluding the unusual charge
in 2001, $1,254,000 due to reduced depreciation expense in 2002, $561,000 for
notes receivable and $413,000 for accounts payable.
Investing activities, consisting primarily of capital expenditures, used
cash of $2,033,000 during the first nine months of 2002 as compared to usage of
$7,492,000 during the first nine months of 2001, for an additional $5,459,000 of
cash. Capital expenditures during the first nine months of 2002 have been
minimized in order to generate cash for debt reduction.
Financing activities used $16,631,000 in the first nine months of 2002,
compared to generating $4,609,000 in cash during the same nine months of 2001,
for a net change of $21,240,000. The primary use of cash during the first nine
months of 2002 was for debt reduction, which totaled $15,752,000, as compared to
a $9,417,000 increase in debt in the first nine months of 2001. Dividends paid
were $780,000 in the first nine months of 2002, as compared to $3,699,000 in the
same nine months of 2001, for a $2,919,000 decrease in usage of cash.
Hardinge's current ratio at September 30, 2002 was 3.46:1, as compared to
1.68:1 at December 31, 2001. The largest improvement resulted from the Company's
returning the classification of its revolver and term debt to long-term status
at March 31, 2002, as compared to classification of those items as currently
payable at December 31, 2001. The Company's debt was classified as wholly short
term at the end of 2001 because the revolving debt agreement then in effect was
scheduled to expire on August 1, 2002. During the first quarter of 2002, the
Company completed a new debt agreement which provides for financing until August
1, 2003 and the long-term portion of the revolver and term debts were
reclassified accordingly. The Company has since replaced these loan agreements
with new revolver and term loan agreements which expire in August, 2005.
16
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. As of September 30, 2002,
the Company has recorded a U.S. net deferred tax asset of approximately
$11,680,000. To the extent that deductible temporary differences reverse over
the next quarter, the Company has sufficient taxable income in the carryback
period, as a result of the recent tax law change, to realize a recoverable tax
benefit. For deductible temporary differences that remain at December 31, 2002,
the Company will be relying on future U.S. taxable income. Given the Company's
trend of earnings during past cycles in the industry, and expected upturns based
on external market analysis, the Company believes that it will be able to
generate taxable income sufficient to realize the value of this net deferred tax
asset.
Hardinge provides long-term financing for the purchase of its equipment by
selected creditworthy end-user customers. The Company had periodically sold
portfolios of customer notes to financial institutions in order to reduce debt
and finance current operations but the Company has now reduced, but not
eliminated, long-term financing by referring customers to quality leasing
programs of unaffiliated companies. Our customer financing program has an impact
on our month-to-month borrowings, but it has had little long-term impact on our
working capital because of the ability to sell the underlying notes and also,
now, because the financing is usually provided by others. Hardinge sold no
customer notes during the first nine months of 2002, compared to selling
$11,379,000 of customer notes during the first nine months of 2001.
Hardinge maintains a revolving loan agreement with a group of U.S. banks.
On October 24, 2002, the Company executed a new loan agreement, which expires in
August, 2005 and replaces the prior Agreement which would have expired in
August, 2003. The new loan agreement provides for borrowing of up to $30,000,000
secured by substantially all of the Company's domestic assets other than real
estate and by a pledge of two-thirds of its investment in most of its Canadian
and European subsidiaries. This loan agreement also provides for revised
financial covenants commensurate with the Company's current business levels.
The Company also executed a new loan agreement with a Swiss bank in the
third quarter of 2002, providing for borrowing of up to CHF 7,500,000 secured by
the real property owned by Kellenberger AG, a wholly owned subsidiary of the
Company.
These new facilities, along with other short term credit agreements,
provide for immediate access of up to $58,999,000. Outstanding borrowings at
September 30, 2002 under the old arrangements totaled $23,877,000, or 40.5% of
the new borrowing capacity.
On October 24, 2002 the Company also replaced its prior five year
$23,000,000 term loan with a new term loan with substantially the same security
and financial covenants as provided under the revolving loan agreement described
in the previous paragraph. The Company also retains one additional $1,000,000
term loan.
The Company believes that the currently available funds and credit
facilities, along with internally generated funds, will provide sufficient
financial resources for ongoing operations.
17
NEW ACCOUNTING STANDARDS
The Company adopted Statement of Financial Accounting Standards No. 142,
GOODWILL AND OTHER INTANGIBLE ASSETS, as of January 1, 2002. In accordance with
the transitional provisions of FASB Statement 142, the Company has completed the
first step of the transitional goodwill impairment test for the only one of the
Company's reporting units which has goodwill. The test was based on the
discounted cash flow method and used a discount rate of 7.5% per annum. Based on
the projected full recovery of the investment in the reporting unit, including
all goodwill, the Company concluded that, consistent with FASB Statement 142, no
impairment is indicated. The Company determined that future annual impairment
tests will be based on a June 30 measurement date.
In August 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS, effective for fiscal years beginning after
December 15, 2001. Under the new rules, fixed assets and other long term assets
are to be tested for impairment of value whenever defined indicators of
impairment are present. The Company adopted this statement as of January 1,
2002. The Company completed its initial evaluation of indicators of impairment
and found that, in the case of two of the Company's reporting units, current
operating losses were indicators of impairment. The appropriate analyses were
completed in the quarter ended September 30, 2002. They showed that no asset
impairment charge is warranted.
This Statement also provides new criteria for classifying an asset as
held-for-sale. Those provisions do not currently apply to the Company's
operations.
THIS REPORT CONTAINS STATEMENTS 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, THE COMPANY'S ABILITY TO
GENERATE SUFFICIENT U.S. TAXABLE INCOME TO REALIZE DEFERRED TAX ASSETS, 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.
18
PART I.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and the Chief Financial Officer of Hardinge
have, within the 90 days prior to the date of this report, evaluated the
disclosure controls and procedures of the Company and have found those controls
to be effective.
There have been no significant changes in internal controls, or other
factors that could significantly affect internal controls, subsequent to their
review.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
None
19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
10.1 Multi-currency Credit Agreement and Term Loan Agreement dated
October 24, 2002 among Hardinge Inc. and the Banks signatory
thereto and JP Morgan Chase as Sole Administrative Agent and
KeyBank National Association as Documentation Agent per the
agreement and related documents thereto.
99.1 Written statement of Chief Executive Officer pursuant to Section
906 of the Sarbanes- Oxley Act of 2002.
99.2 Written statement of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
B. Reports on 8-K
1. Current Report on Form 8-K, filed September 18, 2002 in
connection with a September 16, 2002 press release announcing the
formation of an alliance with Bridgeport International.
2. Current Report on Form 8-K, filed October 8, 2002 in connection
with an October 3, 2002 press release announcing a reduction in
the Company's North American workforce.
3. Current Report on Form 8-K, filed October 30, 2002 in connection
with an October 25, 2002 press release announcing 2002 third
quarter results and the completion of a new $53 million credit
facility.
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HARDINGE INC.
November 13, 2002 By: /s/ J. Patrick Ervin
Date --------------------------------
J. Patrick Ervin
President/CEO
November 13, 2002 By: /s/ Richard L. Simons
Date ---------------------------------
Richard L. Simons
Executive Vice President/CFO
(Principal Financial Officer)
November 13, 2002 By: /s/ Richard B. Hendrick
Date --------------------------------
Richard B. Hendrick
Vice President and Controller
(Principal Accounting Officer)
21
CERTIFICATIONS
I, J. Patrick Ervin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hardinge Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002 /s/ J. Patrick Ervin
--------------------
J. Patrick Ervin
President/Chief Executive Officer
22
CERTIFICATIONS
I, Richard L. Simons, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hardinge Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002 /s/ Richard L. Simons
-----------------------------
Richard L. Simons
Executive Vice President
Chief Financial Officer
23