HARDINGE INC
10-Q, 1995-11-03
METALWORKG MACHINERY & EQUIPMENT
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                  FORM 10-Q
 
                                  (MARK ONE) 

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934
 
                   For the Period Ended September 30, 1995
                                ---------------
                                      or 
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 
For the Transition Period From         to 
Commission File No. 0-15760 
                                ---------------

                                 HARDINGE INC.
                        --------------------------------      
            (Exact Name of Registrant as specified in its charter) 

                NEW YORK                             16-0470200
- -------------------------------------    -------------------------------------
    (State or other jurisdiction of      (I.R.S. Employer Indentification No.)
     incorporation or organization)

  ONE HARDINGE DRIVE, ELMIRA, NEW YORK                 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 

At September 30, 1995, there were 6,408,722 shares of Common Stock of the 
Registrant outstanding. 



<PAGE>
 
HARDINGE INC. AND SUBSIDIARIES 

INDEX 

<TABLE>
<CAPTION>
<S>           <C>                    <C>                                              <C>
Part I        Financial Information                                                   Page 
              Item 1.                Financial Statements 
                                     Consolidated Balance Sheets at September 30, 1995 
                                     and December 31, 1994.                              3 
                                
                                     Consolidated Statements of Income and Retained 
                                     Earnings for the three months ended September 30, 
                                     1995 and 1994 and the nine months ended
                                     September 30, 1995 and 1994.                        5 
                                 
                                     Condensed Consolidated Statements of Cash Flows 
                                     for the nine months ended September 30, 1995 
                                     and 1994.                                           6 
                                  
                                     Notes to Consolidated Financial Statements.         7 
                              
                Item 2.              Management's Discussion and Analysis of Financial 
                                     Condition and Results of Operations.                9 

Part II         Other Information 
              
                Item 1.              Legal Proceedings                                  12 
               
                Item 2.              Changes in Securities                              12 
              
                Item 3.              Default upon Senior Securities                     12 
                             
                Item 4.              Submission of Matters to a Vote of Security 
                                     Holders                                            12 
              
                Item 5.              Other Information                                  12 
              
                Item 6.              Exhibits and Reports on Form 8-K                   12 
            
                Signatures                                                              13 
</TABLE>



                                       2
<PAGE>

 
PART I, ITEM 1. 

HARDINGE INC. AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
(DOLLARS IN THOUSANDS) 

<TABLE>
<CAPTION>
                                   SEPT. 30,    DEC. 31,
                                     1995         1994 
                                   --------     --------- 
                                  (UNAUDITED) 
<S>                               <C>            <C>
Assets 
Current assets: 
 Cash                             $  4,701       $  3,783 
 Accounts receivable                32,920         20,237 
 Notes receivable                    5,060          4,935 
 Inventories                        67,886         50,698 
 Deferred income taxes                 981            981 
 Prepaid expenses                    1,482            630 
                                  --------       -------- 
Total current assets               113,030         81,264 

Property, plant and equipment:
 Property, plant and equipment      83,673         76,078  
 Less accumulated depreciation      48,778         45,812 
                                  --------       -------- 
                                    34,895         30,266 
Other assets: 
 Notes receivable                   10,403          7,744 
 Deferred income taxes               1,365          1,439 
 Other                                 760          1,013 
                                  --------       -------- 
                                    12,528         10,196 
                                  --------       -------- 
Total assets                      $160,453       $121,726 
                                  ========       ======== 
</TABLE>
See accompanying notes. 

                                       3
<PAGE>

 
HARDINGE INC. AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS - CONTINUED
(DOLLARS IN THOUSANDS) 

<TABLE>
<CAPTION>
                                                   SEPT. 30,       DEC. 31, 
                                                     1995            1994 
                                                   --------       --------- 
                                                  (UNAUDITED) 
<S>                                                <C>            <C>
Liabilities and shareholders' equity 
Current liabilities: 
 Accounts payable                                  $  9,131       $  9,415 
 Notes payable to bank                                    0          3,500 
 Accrued expenses                                     8,675          4,571 
 Accrued pension plan expense                           368            339 
 Dividends payable                                        0            959 
 Accrued income taxes                                   677          1,246 
 Current portion long-term debt                         714            714 
                                                   --------       -------- 
Total current liabilities                            19,565         20,744 

Other liabilities: 
 Long-term debt                                       3,013         15,164 
 Employee stock ownership plan obligation                 0            150 
 Accrued pension plan expense                         1,101          1,055 
 Accrued postretirement benefits                      4,973          4,837 
                                                   --------       -------- 
                                                      9,087         21,206 
Shareholders' equity 
 Common stocks, $5 par value: 
  Class A: 
   Authorized shares - 3,000,000 
   Issued shares at 
   December 31, 1994 - 975,912                                       4,880 
  Class B: 
   Authorized shares - 3,000,000 
   Issued shares at 
   December 31, 1994 - 912,910                                       4,564 
 Common stocks, $.01 par value: 
   Authorized shares - 20,000,000 
   Issued shares at 
   Sept. 30, 1995 - 6,458,703                            65 
 Additional paid-in capital                          54,933            655 
 Retained earnings                                   82,543         74,853 
 Treasury shares                                       (627)          (361) 
 Cumulative foreign currency translation adjustment  (1,640)        (1,874) 
 Deferred employee benefits                          (3,473)        (2,941) 
                                                    --------      -------- 
Total shareholders' equity                           131,801        79,776 
                                                    --------      -------- 
Total liabilities and shareholders' equity          $160,453      $121,726 
                                                    ========      ======== 
</TABLE>

See accompanying notes. 



                                       4
<PAGE>

 
HARDINGE INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) 
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED          NINE MONTHS ENDED 
                                                     SEPT. 30,                  SEPT. 30, 
                                                 1995          1994           1995       1994 
                                                -------       -------       --------    ------- 
<S>                                             <C>           <C>           <C>         <C>
Net Sales                                       $42,217       $29,449       $124,405    $85,951 
Cost of sales                                    27,778        19,055         81,846     55,998 
                                                -------       -------       --------    ------- 
Gross profit                                     14,439        10,394         42,559     29,953 

Selling, general and administrative expenses      9,490         7,419         26,311     20,643 
                                                -------       -------       --------    ------- 
Income from operations                            4,949         2,975         16,248      9,310 

Interest expense                                    172           347          1,145      1,074 
Interest (income)                                  (326)          (61)          (622)      (321) 
(Gain) on sale of asset                                                         (326) 
                                                -------       -------       --------    ------- 
Income before income taxes                        5,103         2,689         16,051      8,557 
Income taxes                                      1,921         1,081          6,290      3,518 
                                                -------       -------       --------    ------- 
Net income                                        3,182         1,608          9,761      5,039 

Retained earnings at beginning of period         79,361        73,513         74,853     71,206 
Less dividends declared                                           562          2,071      1,686 
                                                -------       -------       --------    ------- 
Retained earnings at end of period              $82,543       $74,559       $ 82,543    $74,559 
                                                =======       =======       ========    ======= 

Weighted average number of common shares 
  outstanding                                     6,176         3,586          4,634      3,586 
                                                =======       =======       ========    ======= 

Per share data: 
Net Income                                      $   .52       $   .45       $   2.11    $  1.41 
                                                =======       =======       ========    ======= 
Dividends Declared                              $   .00       $   .15       $    .45    $   .45 
                                                =======       =======       ========    ======= 
</TABLE>

See accompanying notes. 



                                       5
<PAGE>
 
HARDINGE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 
(DOLLARS IN THOUSANDS) 

<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED 
                                                             SEPT. 30, 
                                                        1995         1994 
                                                      ---------    -------- 
<S>                                                   <C>          <C>
Net cash (used in) provided by operating activities   ($ 16,143)    $ 6,304 

Investing activities: 
 Capital expenditures                                    (8,120)     (4,875) 
 Proceeds from sale of assets                               497         479 
                                                      ---------    -------- 
Net cash (used in) investing activities                  (7,623)     (4,396) 

Financing activities: 
 (Decrease) in short-term notes payable to bank          (3,500)        (88) 
 (Decrease) increase in long-term debt                  (12,152)        786 
 (Purchase) of treasury stock                              (266)       (395) 
 Dividends paid                                          (3,022)     (2,437) 
 Proceeds from stock offering                            43,457 
                                                       ---------   --------
Net cash provided by (used in) financing activities      24,517      (2,134) 

Effect of exchange rate changes on cash                     167           6 
                                                       ---------   -------- 
Net increase (decrease) in cash                         $   918    ($   220) 
                                                       =========   ======== 

</TABLE>



                                       6
<PAGE>

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 
HARDINGE INC. AND SUBSIDIARIES 
SEPTEMBER 30, 1995 

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, 1995, are not 
necessarily indicative of the results that may be expected for the year ended 
December 31, 1995. 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, 1994. 

NOTE B--INVENTORIES 

     Inventories are summarized as follows (dollars in thousands): 

<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30,      DECEMBER 31, 
                                                                      1995               1994 
                                                                  ------------       ------------ 
<S>                                                                 <C>                <C>
        Finished products                                           $22,656            $20,024 
        Work-in-process                                              27,249             19,439 
        Raw materials and purchased components                       17,981             11,235 
                                                                    -------            ------- 
                                                                    $67,886            $50,698 
                                                                    =======            ======= 
</TABLE>

NOTE C--CHANGES IN SHAREHOLDERS' EQUITY 

     At the annual meeting on May 16, 1995, shareholders approved amendments to 
the Company's Certificate of Incorporation (a) authorizing a new class of 
Preferred Stock consisting of 2,000,000 shares; (b) converting each Class A 
common share into 2.00 shares of a new single class of Common Stock, 
representing a 2-for-1 stock split and each Class B common share into 2.05 
shares of a new single class of Common Stock, representing a 2.05-for-1 stock 
split; and (c) increasing the number of shares of Common Stock the Company is 
authorized to issue from 6,000,000 to 20,000,000 shares and reducing the par 
value of all Common Stock from $5 to $0.01 per share. Approval of (b) and (c) 
was conditioned upon the approval by the Board of Directors, or a committee 
thereof, just prior to the effective date of a registration statement, of the 
final terms of an underwriting agreement with respect to a public offering. 
Such approval and offering occurred, and the amendments to the Certificate of 
Incorporation were filed with the Secretary of State of New York on May 24, 
1995. 

     All historical per share data has been restated giving effect to the 
amendments discussed above. 

     On June 2, 1995 the Company received proceeds from the public offering and 
sale of 2,250,000 shares of common stock. Together with the underwriters' 
over-allotment option exercised at the end of June for 290,000 additional 
shares, the Company raised a net $43,500,000 from the offering. A portion of 
the net proceeds of the offering were used to pay down debt existing at that 
time. As of September 30, 1995, the remainder of the funds have been used to 
finance expenditures on the expansion of the Company's Elmira manufacturing 
facility and to fund growth in working capital. 

NOTE D--EARNINGS PER SHARE AND WEIGHTED SHARES OUTSTANDING 

     Earnings per share are calculated using a monthly weighted average shares 
outstanding and include common stock equivalents related to restricted stock. 
Historical numbers have been restated to reflect the conversion of stock 
mentioned above. Third quarter and year to date 1995 averages have been 
calculated treating the 2,250,000 shares sold in the public offering as 
outstanding as of the month of the June. The shares sold upon exercise of the 
over-allotment option were included as of July. 

NOTE E--DIVIDENDS DECLARED 

     The third quarter 1995 dividends paid were declared in the second quarter
of 1995, where the dividends paid in the third quarter of 1994 were declared in 
the third quarter of 1994. 



                                       7
<PAGE>

PART I, ITEM 2. 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS 

     The following are management's comments relating to significant changes in 
the results of operations for the three month and nine month periods ended 
September 30, 1995 and 1994 and in the Company's financial condition during 
the nine month period ended September 30, 1995. 

RESULTS OF OPERATIONS 

     Net Sales.  Net sales for the quarter ended September 30, 1995 increased
by 43.4% to $42,217,000 from $29,449,000 in the corresponding 1994 period. Year
to date net sales of $124,405,000 for the first nine months of 1995 represent
a 44.7% increase over the $85,951,000 net sales for the same 1994 period.
Unit volumes increased in substantially all of the Company's Computer
Numerically Controlled (CNC) machine tool lines. Shipments of the Company's
newly introduced vertical CNC lathes and vertical CNC machining centers have
met expectations and accounted for 20% of net sales for the third quarter.
Shipments to the automobile industry of those new models, as well as
horizontal CNC lathes, contributed to increased sales in the third quarter
and year to date periods. Sales to the Big Three US automobile manufacturers
accounted for an unusually high 27% of the Company's sales in the third
quarter. Year to date, such sales accounted for approximately 22% of net
sales as compared to 3% of net sales in the same period of 1994.

     Sales of lathes and other machine tool equipment accounted for $27,568,000 
of net sales for the third quarter of 1995, representing a 67.1% increase 
from the same 1994 period. Year to date, September 30, 1995 sales in the same 
product grouping accounted for $78,339,000 or a 63.2% increase over the 
$47,991,000 in the same 1994 period. Sales of non-machine products and 
services in the third quarter of 1995 increased to $14,649,000, a 13.1% 
increase over sales in the same 1994 period, while year to date sales of this 
product group increased to $46,066,000, a 21.4% increase over the previous 
year. Sales of lathes and other machine tool equipment accounted for 65.3% 
and 63.0% of total net sales for the third quarter and first nine months of 
1995, respectively. In 1994, sales of this product group accounted for 56.0% 
and 55.8% of third quarter and year to date total net sales, respectively. 

     The Company experienced improvements in each of its significant 
geographical markets during the first nine months of 1995. The largest dollar 
amount increase came in the U.S. market, where net sales increased 47.6% to 
$31,915,000 in the third quarter and 43.7% to $97,306,000 in the nine month 
period ended September 30, 1995, when compared to the sales in the same 1994 
period. Net sales in the Western European market, primarily the United 
Kingdom and France, increased by $2,313,000 or 78.1% in the third quarter of 
1995 over net sales in the same markets for the third quarter of 1994. On a 
year to date comparison, net sales in Western Europe resulted in a growth of 
$6,203,000, or 71.9%. 

     Gross Profit.  Gross profit in the third quarter of 1995, as a percentage 
of sales, was 34.2% compared to gross margin of 35.3% for the same period in 
1994. On a year to date basis, 1995 gross margin was 34.2% compared to 34.8% 
in the first nine months of 1994. Sales in the lathe and other machine tool 
product group traditionally have generated lower gross margins than the 
non-machine products and services group. Therefore, overall gross margin, as 
a percentage of sales, is negatively affected when sales in the lathe and 
other machine tool lines product group increase as a proportion of total net 
sales, as it has in the first nine months of 1995. Year to date gross margin 
was also negatively affected by production startup costs for the Company's 
vertical CNC lathes and vertical CNC machining centers. These negative 
impacts were partially offset by the Company's ability to spread its overhead 
costs over a larger number of units sold. The decline of the dollar against 
the Japanese yen did not have a significant impact on year to year 
comparisons of gross margin due to the Company's foreign currency 
arrangements and lower level of discounts. 

     Selling, General, and Administrative Expenses.  Selling, general and 
administrative ("SG&A") expenses decreased as a percent of net sales to 22.5% 
and 21.1% in the third quarter and first nine months of 1995, respectively, 
compared to 25.2% and 24.0% in the same 1994 periods. This improvement 
indicates the success of the Company's cost control strategy. Increases in 
the dollar amount of expenditures in this area were primarily in commission 
and other expenses that vary with sales levels, and advertising and show 
expenses to promote new products. 



                                       8
<PAGE>

 
     Income from Operations.  Income from operations as a percentage of net 
sales increased in the three and nine month periods ended September 30, 1995, 
to 11.7% and 13.1%, respectively, from the same 1994 periods, which were 
10.1% and 10.8%, respectively. 

     Interest Expense.  Interest expense decreased to $172,000 in the third 
quarter of 1995 from $347,000 in the same 1994 period. Interest expense in 
the first nine months of 1995 increased to $1,145,000 compared to $1,074,000 
in the same 1994 period. Higher average borrowings in the first five months 
of 1995 resulting from increases in working capital caused the majority of 
this increase in the year to date comparison. The third quarter was 
positively affected by a reduction in short term debt, payment of a 
$5,000,000 long term note payable and a reduction in borrowings under the 
revolving loan agreement during the second quarter with proceeds from the 
public offering discussed below. 

     Interest Income.  Interest income increased to $326,000 in the third 
quarter of 1995 from $61,000 in the same 1994 period, while year to date 
interest income increased to $622,000 from $321,000 in 1994 primarily due to 
interest earned on cash from the public offering. 

     Gain on Sale of Assets. Results for the first nine months of 1995
included a gain of $326,000 (approximately $198,000 on an after-tax basis) on
the sale of a building in Los Angeles during the first quarter. The Company's
sales and demonstrations office formerly located there was relocated to a
leased facility.

     Income Taxes.  The provision for income taxes as a percentage of net
income was 37.6% and 39.2% for the third quarter and first nine months of 1995, 
respectively, compared to 40.2% and 41.1% for the same 1994 periods. The 1995 
consolidated tax rates were lower due to profits in the Company's Western 
European operations for which no tax provision was recorded because of the 
availability of net operating loss carryforwards. 

     Net Income.  Net income for the third quarter of 1995 was $3,182,000, an 
increase of $1,574,000 or 98.0% from the same 1994 period. Year to date 1995 
net income was $9,761,000, an increase of 93.7% or $4,722,000 from the same 
1994 period. These increases represent an accumulation of the factors 
discussed above. Geographically, operations in North America continue to show 
significant improvements, while operations in Western Europe for the third 
quarter and first nine months of 1995 have returned to profitability after 
net losses in the same 1994 periods. 

QUARTERLY INFORMATION

     The following table sets forth certain quarterly financial data for each
of the periods indicated. 

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED 
                                     --------------------------------------------------------------------------------------------- 
                                      MARCH 31,     JUNE 30,      SEPT. 30,      DEC. 31,      MARCH 31,     JUNE 30,    SEPT. 30, 
                                        1994          1994           1994          1994          1995          1995        1995 
                                      --------      -------       --------       -------       --------      -------     --------- 
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA) 
                                      -------------------------------------------------------------------------------------------- 
<S>                                   <C>           <C>          <C>             <C>           <C>           <C>         <C>
Net Sales                             $27,479       $29,023      $29,449         $31,385       $40,687       $41,501     $42,217 
Gross Profit                            9,549        10,010       10,394          10,446        13,913        14,207      14,439 
Income from operations                  2,977         3,358        2,975           3,207         5,498         5,801       4,949 
Net income                              1,612         1,819        1,608           1,680         3,304         3,275       3,182 
Net income per share                      .45           .51          .45             .47           .92           .75         .52 
Weighted average share outstanding      3,545         3,545        3,586           3,586         3,584         4,349       6,176 
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

     At the annual meeting on May 16, 1995, shareholders approved amendments to
the Company's Certificate of Incorporation (a) authorizing a new class of
Preferred Stock consisting of 2,000,000 shares; (b) converting each Class A
common share into 2.00 shares of a new single class of Common Stock,
representing a 2-for-1 stock split and each Class B common share into 2.05
shares of a new single class of Common Stock, representing a 2.05-for-1 stock
split; and (c) increasing the number of shares of Common Stock the Company is
authorized to issue from 6,000,000 to 20,000,000 shares and reducing the par
value of all Common Stock from $5 to $0.01 per share. Approval of (b) and (c)
was conditioned upon the approval by the Board of Directors, or a committee
thereof, just prior to the effective date of a registration statement, of the
final terms of an underwriting agreement with respect

                                      
                                      9
<PAGE>

to a public offering. Such approval and offering occurred and the amendments
to the Certificate of Incorporation were filed with the Secretary of State
of New York on May 24, 1995.

     On June 2, 1995, the Company received proceeds from the public offering 
and sale of 2,250,000 shares of common stock. Together with the underwriters' 
over-allotment option exercised at the end of June for 290,000 additional 
shares, the Company raised a net $43,500,000 from the offering. A portion of 
the net proceeds of the offering were used to pay down debt existing at that 
time. As of September 30, 1995, the remainder of the funds have been used to 
finance expenditures on the expansion of the Company's Elmira manufacturing 
facility and to fund growth in working capital. 

     The Company's current ratio at September 30, 1995 was 5.78:1 compared to 
3.92:1 at December 31, 1994. Current assets increased by $31,766,000 during 
the first nine months of 1995. Inventory increased by $17,188,000 as the 
Company continues to purchase materials to increase production of new 
products and to meet customer delivery requirements. Accounts receivable 
increased by $12,683,000 from year end because of the high level of sales at 
the end of the third quarter. 

     In the first nine months of 1995, operating activities used $16,143,000 of 
cash, while operating activities in the same period of 1994 generated 
$6,304,000 of cash. Operating activities used cash in the 1995 period, 
notwithstanding the Company's improved net income, primarily because of the 
increases in accounts receivable and inventory. Operating activities in 1994 
provided cash, primarily because working capital requirements remained flat 
during the period. In its investing and financing activities, the Company has 
required cash for capital expenditures and dividend payments. 

     As is common in its industry, 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 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 amount of such reductions has not been material to the Company's 
results of operations or financial condition. In the event of a customer 
default and foreclosure, 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 has, 
for many years, periodically sold a substantial portion of its underlying 
customer notes receivable to various financial institutions. In the first 
nine months of 1995, the Company sold $7,700,000 of customer notes compared 
to $19,554,000 sold during the first nine months of 1994. The amount of 
shipments financed through the Company's program have decreased in the first 
nine months of 1995 compared to the same period of 1994. In the sales of 
customer notes, recourse against the Company from customer defaults is 
limited to 10% of the then outstanding balance thereof and is effected in the 
form of a hold back of that percentage of funds at the time of the sale. The 
10% portion of customer notes retained by the Company, as well as all 
customer notes that have not been sold by the Company, are included in notes 
receivable in its consolidated balance sheet. 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. The amount of long-term customer notes receivable held by 
the Company increased to $10,403,000 at September 30, 1995 from $7,744,000 at 
December 31, 1994. 

     In April 1995, the Company began construction of three additions to its
manufacturing facility, which, when completed and fully operational, will
increase its machine making capacity by approximately 25%. Construction of
the building is expected to be completed by early 1996 and the equipment
portion of the project is expected to be fully productive by mid-year 1996.
The Company estimates that the cost of these additions, together with the
necessary machinery and equipment, will be approxi-



                                       10
<PAGE>

mately $15,000,000. As of September 30, 1995, approximately $5,000,000 of this
amount has been paid. The Company expects to spend approximately $7,000,000 of
this amount during the fourth quarter of 1995 and the balance in 1996. These
amounts will be funded through cash generated from operations and funds
available through the revolving loan agreement. The Company currently estimates
that other capital expenditures will total $3,000,000 in 1995. These other
capital expenditures will primarily be made to improve operating efficiencies
at the Elmira manufacturing facility.

     The Board of Directors past practice had been to pay five dividends in 
respect of each year--four quarterly dividends during the year and a fifth 
"extra" dividend in January of the following year. The Board communicated to 
its shareholders in the second quarter of 1995 its present intent to 
discontinue the payment of a fifth dividend. The Company paid total dividends 
of $3,022,000 during the first nine months of 1995. At its meeting on October 
24, 1995, the Board of Directors declared a regular quarterly dividend 
payable on December 8, 1995 to shareholders of record as of November 24, 1995 
of $.17 per share. This represented a 13.3% increase from the previous 
regular quarterly dividend rate of $.15 per share. 

     The Company has a revolving loan agreement with three banks providing for 
borrowing up to $30,000,000 on a revolving basis through August 1, 1997. At 
that time, the outstanding amounts convert to a term loan payable quarterly 
over four years through 2001. This facility, along with a $5,000,000 short 
term line with another bank, provide for immediate access of up to 
$35,000,000. At September 30, 1995, outstanding borrowings under these 
arrangements totaled $1,585,000. 

     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, along with internally generated funds, will 
provide sufficient financial resources for its ongoing operations. 



                                       11
<PAGE>
 
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 

ITEM 6.      Exhibits and Reports on Form 8-K 

<TABLE>
<CAPTION>
<S>          <C>       <C>
 A.          Exhibits 
             
             Item      Description
 
             27.1      Financial Data Schedule 
</TABLE>



                                       12
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused the Report to be signed on its behalf by the 
undersigned, thereunto duly authorized. 

                                         HARDINGE INC. 
                                             


                                         --------------------------------------
                                         Robert E. Agan 
                                         President and Chief Executive Officer



 
                                         --------------------------------------
                                         Malcolm L. Gibson 
                                         Senior Vice President, Chief Financial 
                                         Officer and Assistant Secretary 
                                         (Principal Financial Officer)     
     


 
                                         --------------------------------------
                                         Richard L. Simons 
                                         Controller 
                                         (Principal Accounting Officer) 

DATE: 



                                       13

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE COMPANY'S
 UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
 STATEMENTS.    
</LEGEND>                   

<MULTIPLIER>                                   1,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-END>                                   SEP-30-1995
<CASH>                                         4,701
<SECURITIES>                                   0
<RECEIVABLES>                                  48,383
<ALLOWANCES>                                   0
<INVENTORY>                                    67,886
<CURRENT-ASSETS>                               113,030
<PP&E>                                         83,673
<DEPRECIATION>                                 48,778
<TOTAL-ASSETS>                                 160,453
<CURRENT-LIABILITIES>                          19,565
<BONDS>                                        3,013
<COMMON>                                       65
                          0
                                    0
<OTHER-SE>                                     131,736
<TOTAL-LIABILITY-AND-EQUITY>                   160,453
<SALES>                                        124,405
<TOTAL-REVENUES>                               124,405
<CGS>                                          81,846
<TOTAL-COSTS>                                  26,311
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             1,145
<INCOME-PRETAX>                                16,051
<INCOME-TAX>                                   6,290
<INCOME-CONTINUING>                            9,761
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   9,761
<EPS-PRIMARY>                                  2.11
<EPS-DILUTED>                                  2.11
        


</TABLE>


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