HARDINGE INC
10-Q, 1998-08-13
MACHINE TOOLS, METAL CUTTING TYPES
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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 June 30, 1998


                                       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  June 30, 1998 there were 9,802,746 shares of Common Sock of the
Registrant outstanding.

<PAGE>

HARDINGE INC. AND SUBSIDIARIES

INDEX

Part I    Financial Information                                          Page

          Item 1.  Financial Statements

                   Consolidated Balance Sheets at June 30, 1998 and
                   December 31, 1997.                                        3

                   Consolidated  Statements of Income and Retained
                   Earnings for the three months ended June 30, 1998
                   and 1997,and the six months ended June 30, 1998 
                   and 1997.                                                 5

                   Condensed Consolidated  Statements of Cash Flows
                   for the six months ended June 30, 1998 and 1997.          6

                   Notes to Consolidated Financial Statements.               7

          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.                     10

          Item 3.  Quantitative and Qualitative Disclosures About
                   Market Risks                                             13

Part I I  Other Information

          Item 1.  Legal Proceedings                                        14

          Item 2.  Changes in Securities                                    14

          Item 3.  Default upon Senior Securities                           14

          Item 4.  Submission of Matters to a Vote of Security Holders      14

          Item 5.  Other Information                                        14

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

          Signatures                                                        15


<PAGE>


PART I,  ITEM 1

HARDINGE INC. AND SUBSIDIARIES

Consolidated Balance Sheets
(In Thousands)

                                                      Jun. 30,       Dec. 31,
                                                        1998           1997
                                                -------------------------------
                                                   (Unaudited)
Assets
Current assets:
     Cash                                            $  1,877        $  1,565
     Accounts receivable                               55,542          56,210
     Notes receivable                                   6,406           5,886
     Inventories                                       93,908          91,969
     Deferred income taxes                              2,961           2,961
     Prepaid expenses                                   2,431           1,790
                                                -------------------------------
Total current assets                                  163,125         160,381


Property, plant and equipment:
     Property, plant and equipment                    138,284         128,640
     Less accumulated depreciation                     67,101          63,453
                                                -------------------------------
                                                       71,183          65,187


Other assets:
     Notes receivable                                  12,845          11,951
     Deferred income taxes                                837             837
     Goodwill                                           4,010           4,082
     Other                                              2,886           2,846
                                                -------------------------------
                                                       20,578          19,716



                                                -------------------------------
Total assets                                         $254,886        $245,284
                                                ===============================



See accompanying notes.

<PAGE>


HARDINGE INC. AND SUBSIDIARIES

Consolidated Balance Sheets--Continued
(Dollars In Thousands)

                                                        Jun. 30,        Dec. 31,
                                                          1998            1997
                                                     ---------------------------
                                                       (Unaudited)

Liabilities and shareholders' equity
Current liabilities:
     Accounts payable                                  $ 12,706       $ 18,323
     Notes payable to bank                                6,167          7,282
     Accrued expenses                                    12,191          9,756
     Accrued income taxes                                 2,665          1,614
     Deferred income taxes                                1,774          1,553
     Current portion long-term debt                       4,355          3,468
                                                     ---------------------------
Total current liabilities                                39,858         41,996

Other liabilities:
     Long-term debt                                      34,474         31,012
     Accrued pension plan expense                         2,311          2,311
     Deferred income taxes                                1,518          1,575
     Accrued postretirement benefits                      5,234          5,206
                                                     ---------------------------
                                                         43,537         40,104

Shareholders' equity
     Preferred stock, Series A, par value $.01:
         Authorized - 3,000,000; issued - none
     Common stock, $.01 par value:
         Authorized shares - 20,000,000
         Issued  shares - 9,843,992 at June 30, 1998;        98
         6,511,703 at December 31, 1997                                     65
     Additional paid-in capital                          59,964         58,065
     Retained earnings                                  120,714        112,625
     Treasury shares                                       (983)          (552)
     Accumulated other comprehensive income:
         Foreign currency translation adjustments        (3,067)        (2,763)
     Deferred employee benefits                          (5,235)        (4,256)
                                                     ---------------------------
Total shareholders' equity                              171,491        163,184

                                                     ---------------------------
Total liabilities and shareholders' equity             $254,886       $245,284
                                                     ===========================

See accompanying notes.


<PAGE>

HARDINGE INC AND SUBSIDIARIES

Consolidated Statements of Income and Retained Earnings (Unaudited)
(In Thousands, Except Per Share Data)


<TABLE>
<CAPTION>
                                                                       Three months ended                  Six months ended
                                                                           June 30,                            June 30,
                                                                       1998           1997                1998           1997
                                                              -------------------------------     ------------------------------
     <S>                                                             <C>            <C>                <C>            <C>

     Net Sales                                                        $65,071        $63,668            $130,850       $123,724
     Cost of sales                                                     41,471         42,334              84,397         82,212
     ----------------------------------------------------------------------------------------     ------------------------------
     Gross profit                                                      23,600         21,334              46,453         41,512

     Selling, general and
      administrative expenses                                          14,532         12,975              28,203         24,779
     Unusual expense                                                                                                      1,960
     ----------------------------------------------------------------------------------------     ------------------------------
     Income from operations                                             9,068          8,359              18,250         14,773

     Interest expense                                                     598            674               1,171          1,365
     Interest (income)                                                   (109)          (188)               (259)          (354)
     ----------------------------------------------------------------------------------------     ------------------------------
     Income before income taxes                                         8,579          7,873              17,338         13,762

     Income taxes                                                       3,170          3,040               6,475          5,415

     ----------------------------------------------------------------------------------------     ------------------------------
     Net income                                                         5,409          4,833              10,863          8,347

     Retained earnings at beginning of period                         116,711        101,901             112,625         99,622
     Less dividends declared                                            1,373          1,236               2,741          2,471
     Less transfer to common stock due to
         stock split in the form of a dividend                             33                                 33
     ----------------------------------------------------------------------------------------     ------------------------------
     Retained earnings at end of period                              $120,714       $105,498            $120,714      $ 105,498
     ========================================================================================     ==============================


     Per share data:
     Basic earnings per share                                        $    .57       $    .52            $   1.15      $     .90
     ========================================================================================     ==============================
         Weighted average number
            of common shares outstanding                                9,420          9,347               9,417          9,323
     ========================================================================================     ==============================

     Diluted earnings per share                                      $    .57       $    .52            $   1.15      $     .89
     ========================================================================================     ==============================
         Weighted average number
            of common shares outstanding                                9,468          9,356               9,451          9,366
     ========================================================================================     ==============================

     Cash dividends declared                                         $    .14       $    .13            $    .28      $     .26
     ========================================================================================     ==============================
</TABLE>

     1997 per share data restated for stock slpit - see Note D

     See accompanying notes.

<PAGE>

HARDINGE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)

                                                          Six Months Ended
                                                              June 30,
                                                        1998             1997
                                                    ----------------------------

Net cash  provided by operating activities            $10,334         $ 18,308

Investing activities:
    Capital expenditures                              (10,320)          (5,124)
    Investment in subsidiary                                            (4,588)
                                                    ----------------------------
Net cash (used in) investing activities               (10,320)          (9,712)


Financing activities:
    (Decrease) in short-term notes payable to bank     (1,013)          (6,801)
    Increase (decrease) in long-term debt               4,497             (652)
    (Purchase)  sale of treasury stock                   (430)             137
    Dividends paid                                     (2,741)          (2,471)
                                                    ----------------------------
Net cash provided by (used in) financing activities       313           (9,787)


Effect of exchange rate changes on cash                   (15)             (53)

                                                   -----------------------------
Net increase (decrease) in cash                        $  312          ($1,244)
                                                   =============================





<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1998


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 six month periods ended June
30, 1998, are not necessarily indicative of the results that may be expected for
the  year  ended  December  31,  1998.  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, 1997.

             The Company has adopted Statement of Financial Accounting Standards
No. 131,  "Disclosures About Segments of an Enterprise and Related Information."
The Company operates in only one business segment - industrial machine tools.


NOTE  B--INVENTORIES

             Inventories are summarized as follows (dollars in thousands):

                                                  June 30,          December 31,
                                                    1998                1997
                                            ------------------------------------

Finished products                                $ 35,871             $ 32,290
Work-in-process                                    31,800               32,328
Raw materials and purchased components             26,237               27,351
                                            ---------------      ---------------
                                                 $ 93,908             $ 91,969
                                            ===============      ===============


NOTE C--UNUSUAL EXPENSE

             1997's  first  quarter  included  a one-time  charge of  $1,960,000
(approximately  $1,200,000  after tax,  or $.13 per share).  This  non-recurring
charge involves  outside costs incurred in connection  with a major  acquisition
that the Company carried into the final stages of the due diligence  process but
decided not to complete.


NOTE D--CHANGES IN SHAREHOLDERS' EQUITY

             On April 28, 1998, the Board of Directors  approved a three-for-two
stock  split  of the  Company's  Common  shares  to be paid in the  form of a 50
percent stock dividend.  As a result of the split,  3,281,351  additional shares
were  issued  on May 29,  1998 to  shareholders  of  record  on May 8,  1998 and
retained earnings were reduced by $32,813.  Any fractional shares resulting from
the split were paid in cash.  All  references in the  accompanying  consolidated
financial  statements to common shares  outstanding  and earnings per share have
been restated to reflect this stock split.


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 1998


NOTE E--EARNINGS PER SHARE AND WEIGHTED AVERAGE SHARES OUTSTANDING

            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.  In  1997,   Statement  of  Financial
Accounting  Standards  No. 128  "Earnings  per Share" was issued.  Statement 128
replaced the  calculation  of primary and fully diluted  earnings per share with
basic and diluted  earnings per share.  All earnings per share amounts have been
restated to conform to the requirements of Statement 128. All earnings per share
amounts  and shares  outstanding  have been  restated to reflect the stock split
mentioned above.

            The following is a reconciliation of the numerators and denominators
of the basic and diluted earnings per share computations required by Statement 
No. 128. The table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>

                                                      Three months ended              Six months ended
                                                          June 30,                       June 30,
                                                 -----------------------------------------------------------
                                                     1998          1997             1998          1997
                                                 -----------------------------------------------------------
                                                                       (in thousands)
<S>                                                   <C>          <C>             <C>             <C>
Numerator:
   Net income                                         $ 5,409      $ 4,833          $10,863        $ 8,347
   Numerator for basic earnings per share               5,409        4,833           10,863          8,347
   Numerator for diluted earnings per share             5,409        4,833           10,863          8,347

Denominator:
   Denominator for basic earnings per share
     -weighted average shares                           9,420        9,347            9,417          9,323
   Effect of diluted securities:
     Restricted stock and stock options                    48            9               34             43
   Denominator for diluted earnings per share
     -adjusted weighted average shares                  9,468        9,356            9,451          9,366

Basic earnings per share                              $   .57      $   .52         $   1.15        $   .90
                                                 ===========================    ===========================
Diluted earnings per share                            $   .57      $   .52         $   1.15        $   .89
                                                 ===========================    ===========================
</TABLE>



NOTE F--DIVIDENDS DECLARED

            Dividends  declared  per share have been  restated  to  reflect  the
additional shares issued in the stock split mentioned above.


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 1998


NOTE G--REPORTING COMPREHENSIVE INCOME

            As of January 1, 1998 the Company  adopted  Statement  of  Financial
Accounting  Standards No. 130, "Reporting  Comprehensive  Income." Statement 130
establishes new rules for the reporting and display of comprehensive  income and
its  components.  However,  the adoption of this  Statement had no impact on the
Company's  net income or  shareholders'  equity.  Statement  130  requires  that
foreign currency translation adjustments,  which prior to adoption were reported
separately in shareholders' equity, be included in shareholders' equity as other
comprehensive  income.  Prior year financial  statements  were  reclassified  to
conform to the requirements of Statement 130.

            During the three months and six months ended June 30, 1998 and 1997,
the components of total comprehensive income consisted of the following (dollars
in thousands):

                              Three months ended           Six months ended
                                    June 30,                   June 30,
                                1998        1997           1998          1997
                            ----------   ----------     -----------    ---------

Net Income                  $  5,409     $  4,833        $ 10,863      $  8,347
Foreign currency
  translation adjustments        (38)         (76)           (304)       (1,784)
                            ==========   ==========     ===========    =========
Comprehensive Income        $  5,371     $  4,757        $ 10,559       $ 6,563
                            ==========   ==========     ===========    =========







<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 six month  periods  ended
June 30, 1998 and 1997 and in the Company's  financial  condition during the six
month period ended June 30, 1998.


Results of Operations


         Net  Sales.  Net  sales  for the  quarter  ended  June  30,  1998  were
$65,071,000,   an  increase  of  2.2%  over  1997's  second   quarter  sales  of
$63,668,000. Year to date sales of $130,850,000 for the first six months of 1998
represent  a 5.8%  increase  over the  $123,724,000  net sales for the same 1997
period.

         Geographically,  second  quarter  U.S.  sales of  $45,804,000  exceeded
1997's second  quarter by  $1,154,000,  or 2.6%.  Similarly,  U.S. sales for the
first six  months of 1998  were up by  $2,713,000  over the  previous  year,  an
increase of 3.1%. Sales to European customers increased by $1,379,000, or 11.4%,
during  the  second  quarter  of 1998  compared  to 1997,  continuing  the trend
reported  during the first quarter of 1998.  Year to date June 30, 1998 European
sales increased by $6,318,000 or 28.5% over the previous year. Sales to Asia and
all other parts of the world declined by $1,130,000 and $1,905,000 for the three
and six months ended June 30, 1998 compared to similar periods during 1997.

         Machine  sales  accounted for  $45,162,000  of net sales for the second
quarter of 1998,  compared to $43,103,000 for the same 1997 period. Year to date
June 30, 1998 sales of machines accounted for $91,567,000,  a 7.8% increase over
the $84,962,000 sales in the same 1997 period. Sales of non-machine products and
services in the second  quarter of 1998 were  slightly  less than a year ago, at
$19,909,000  compared to  $20,565,000.  Year to date sales of this product group
were $39,283,000, up 1.3% from $38,762,000 the previous year.

         Gross  Profit.  Gross  margin  for the  second  quarter  of 1998,  as a
percentage of sales, improved  significantly to 36.3% from 33.5% a year earlier.
Gross margin for the six month periods ended June 30 showed a similar  increase,
from  33.6% in 1997 to  35.5%  in  1998.  The  improvement  was  largely  due to
increased  utilization  of the  Company's  factories  in the  United  States and
Switzerland and better product mix.

         Selling,  General, and Administrative  Expenses.  Selling,  general and
administrative  ("SG&A")  expenses were 22.3% of sales during the second quarter
of 1998 compared to 20.4% a year earlier. SG&A expenses for the six months ended
June 30,  1998  and 1997  were  21.6%  and  20.0%,  respectively.  The  increase
represents implementation of the Company's strategy to hire additional sales and
service  personnel to better serve its growing  customer base. Also, the cost of
machine tool shows and promotion  costs have increased  during 1998,  reflecting
the Company's major  commitment to the  International  Manufacturing  Technology
Show, to be held in Chicago during September. The show is held every two years.

<PAGE>


         Income from  Operations.  Income from operations as a percentage of net
sales increased for the three months ended June 30, 1998 to 13.9%,  from 13.1% a
year earlier,  as the increase in gross margin for the period was only partially
offset by higher SG&A costs.  Income from operations for the first six months of
1998  increased to 13.9% of sales compared to 11.9% for the same period of 1997.
Income  from  operations  for the first six  months of 1997  included a one-time
charge of $1,960,000 for costs incurred in connection  with a major  acquisition
which the Company  decided not to  complete.  Net income  from  operations  as a
percentage of net sales,  without  consideration of this charge, would have been
13.5% for the first six months of 1997.

         Interest Expense.  Interest expense for the quarter ended June 30, 1998
was somewhat lower than a year earlier,  at $598,000 compared to $674,000 during
the second  quarter of 1997.  Interest  expense for the six month  periods ended
June 30,  1998  and 1997 was  $1,171,000  and  $1,365,000,  respectively.  While
average  borrowings have remained  relatively  unchanged  during both years, the
average interest rate paid during 1998 was slightly lower.

         Interest  Income.  Interest  income was  somewhat  lower  ($79,000  and
$95,000,  respectively)  for the three and six month periods ended June 30, 1998
compared  to the same 1997  periods  because  the  Company  chose to offer lower
interest rates as a sales  incentive to its customers to a greater extent during
1998.

         Income Taxes.  The provision for income taxes as a percentage of income
before income taxes was 37.0% for the three months ended June 30, 1998, compared
to 38.6% a year previous. The tax rates for the six month periods ended June 30,
1998 and 1997 were 37.3% and 39.3%, respectively.  The lower effective tax rates
during 1998 result from higher utilization of U.S. income tax credits.

         Net Income.  Net income for the second quarter of 1998 was  $5,409,000,
or $.57 per share,  an increase of $576,000 or 11.9% from the same 1997  period.
Year to date 1998 net income was  $10,863,000,  or $1.15 per share,  compared to
$8,347,000,  or $.89 per share for the same 1997 period (after  restatement  for
the Company's  May, 1998 3-for-2 stock split).  1997's net income was reduced by
$1,200,000, or $.13 per share (after restatement), as a result of the previously
reported non-recurring charge related to first quarter 1997 acquisition efforts.
Excluding that charge, net income for the first half of 1997 was $9,547,000,  or
$1.02 per share restated for the stock split.  The improvement in performance is
primarily  the result of increased  volume  coupled with  successful  margin and
operating cost management.

         Earnings Per Share.  All earnings per share and weighted  average share
amounts are  presented,  and where  appropriate,  restated as diluted to conform
with Financial Accounting Standards Board Statement No. 128, Earnings Per Share.
Additionally, to provide comparability between periods, prior periods' data have
also been  restated to give effect to the  Company's  3-for-2  stock split which
took place in May, 1998.



<PAGE>




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,
                                       1997       1997        1997        1997
                                  ---------------------------------------------
                                       (in thousands, except per share data)
                                  ----------------------------------------------
   
   Net Sales                        $ 60,056   $ 63,668    $ 56,772     $66,083
   Gross Profit                       20,178     21,334      19,193      21,713
   Income from operations              6,414      8,359       6,800       8,926
   Net income                          3,514      4,833       3,985       5,608
   Diluted earnings per share            .38        .52         .42         .59
   Weighted average shares 
    outstanding                        9,328      9,356       9,413       9,443

                                                 Three Months Ended
                                     Mar. 31,   June 30,
                                       1998       1998
                                  ----------------------------------------------
                                       (in thousands, except per share data)
                                  ----------------------------------------------

   Net Sales                        $ 65,779   $ 65,071
   Gross Profit                       22,853     23,600
   Income from operations              9,182      9,068
   Net income                          5,454      5,409
   Diluted earnings per share            .58        .57
   Weighted average shares
    outstanding                        9,441      9,468



Liquidity and Capital Resources


         Hardinge's current ratio at June 30, 1998 was 4.09:1 compared to 3.82:1
at December 31, 1997.  Current assets  increased by  $2,744,000,  primarily as a
result of an increase in inventory of $1,939,000.  Current liabilities decreased
by  $2,138,000,  with a  reduction  of  accounts  payable  of  $5,617,000  being
partially offset by a number of smaller increases in other current liabilities.

         In the first half of 1998, operating activities provided $10,334,000 of
cash,  compared  to  $18,308,000  for  the  first  half  of  1997  during  which
inventories  were reduced to normal  levels after  several  major  projects were
completed.  Capital expenditures and cash used in acquisition  activities during
both six month periods remained relatively constant,  at $10,320,000 in 1998 and
$9,712,000 in 1997. Excess cash generated during the first half of 1997 was used
to reduce debt by $7,453,000,  while debt was increased by $3,484,000 during the
first half of 1998.

         Hardinge provides long-term financing for the purchase of its equipment
by qualified customers. We periodically sell portfolios of our customer notes to
financial  institutions in order to reduce debt and finance current  operations.
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. We sold  $19,476,000 of customer notes in
the first half of 1998, compared to $17,400,000 during the same period of 1997.

<PAGE>


         At June 30, 1998 Hardinge  maintained  revolving loan  agreements  with
several U.S.  banks  providing for unsecured  borrowing up to  $70,000,000  on a
revolving basis,  $20,000,000  through November 1, 1999 and $50,000,000  through
August 1, 2002. At November 1, 1999 any  outstanding  balance on the $20,000,000
facility  converts,  at the Company's  option,  to a term loan payable quarterly
over four years  through  2003  These  facilities,  along with other  short term
credit  agreements,  provide for immediate access of up to $77,000,000.  At June
30, 1998, outstanding borrowings under these arrangements totaled $24,900,000.

         We believe that the currently  available  funds and credit  facilities,
along  with  internally  generated  funds,  will  provide  sufficient  financial
resources for ongoing operations.

         The Company continues  implementation of its program to assure that the
year 2000 problem will have no significant impact on operations. The plan, which
considers  both  internal  and  external  vulnerability,  will be  completed  in
sufficient  time  to  avoid  any  disruption  of its  operations.  The  cost  of
implementing the plan is not material.



         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,  actions  taken by
customers  such as order  cancellations  or reduced  bookings  by  customers  or
distributors,  competitors'  actions  such as price  discounting  or new product
introductions,  governmental  regulations and environmental matters,  changes in
the availability and cost of materials and supplies,  the  implementation of new
technologies and currency fluctuations.  Any forward-looking statement should be
considered in light of these  factors.  The company  undertakes no obligation to
revise its  forward-looking  statements  if  unanticipated  events  alter  their
accuracy.






ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          Not Applicable






<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

              The 1998 Annual Meeting of  Shareholders of Hardinge Inc. was held
on April 28, 1998. A total of 6,214,259 of the Company's  shares were present or
represented  by proxy  at the  meeting.  This  represents  more  than 95% of the
Company's shares outstanding.

              The three  Class I directors  named below were  elected to serve a
three-year  term and the Class II  director  named  below was elected to serve a
one-year term.

                                                Votes for        Votes Withheld
                Class I Directors
                   Robert E. Agan               6,207,125             7,134
                   Richard J. Cole              6,207,755             6,504
                   E. Martin Gibson             6,205,011             9,248
                Class II Director
                   Albert W. Moore              6,205,271             8,988

              John W. Bennett,  James L. Flynn, Douglas A. Greenlee, J. Philip
Hunter and Eve L. Menger continue as Directors of the Company.  Since said date,
Eve L. Menger has  resigned  from the Board of Directors  effective  August 1, 
1998 and Daniel J. Burke has been elected to fill the vacancy created.

              The  election  of Ernst & Young LLP as the  Company's  independent
accountants  was  ratified,  with  6,198,745  shares voting for and 4,565 shares
voting against.

              No other matters were presented for vote at that meeting.


Item 5.  Other Information
         None

Item 6.  Exhibits and Reports on Form 8-K

         A. Exhibits

              27.1   Financial Data Schedule
              27.2   Restated Financial Data Schedule

         B. Reports on Form 8-K

              Current report on Form 8-K, dated May 11, 1998 was filed in
connection with an April 28, 1998 press release announcing a three-for-two stock
split.


<PAGE>


                                   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.


August 12, 1998                      By:_/s/ Robert E. Agan____________________
Date                                     Robert E. Agan
                                         Chairman of the Board, President /CEO



August 12, 1998                      By:_/s/ J. Patrick Ervin___________________
Date                                     J. Patrick Ervin
                                         Executive Vice President



August 12, 1998                      By:_/s/ Malcolm L Gibson___________________
Date                                     Malcolm L. Gibson
                                         Executive Vice President and
                                         Chief Financial Officer
                                         (Principal Financial Officer)



August 12, 1998                      By:_/s/ Richard L. Simons__________________
                                          Richard L. Simons
                                          Vice President - Finance 
                                          (Principal Accounting Officer)




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS INFORMATION EXTRACTED FROM THE COMPANY'S UNAUDITED 
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>                     
<MULTIPLIER>                                    1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                         DEC-31-1998  
<PERIOD-END>                              JUN-30-1998
<CASH>                                          1,877
<SECURITIES>                                        0
<RECEIVABLES>                                  74,793
<ALLOWANCES>                                        0
<INVENTORY>                                    93,908
<CURRENT-ASSETS>                              163,125
<PP&E>                                        138,284
<DEPRECIATION>                                 67,101
<TOTAL-ASSETS>                                254,886
<CURRENT-LIABILITIES>                          39,858
<BONDS>                                             0
                               0
                                         0
<COMMON>                                           98
<OTHER-SE>                                    171,393
<TOTAL-LIABILITY-AND-EQUITY>                  254,886
<SALES>                                       130,850
<TOTAL-REVENUES>                              130,850
<CGS>                                          84,397
<TOTAL-COSTS>                                  28,203
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                              1,171
<INCOME-PRETAX>                                17,338
<INCOME-TAX>                                    6,475
<INCOME-CONTINUING>                            10,863
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                   10,863
<EPS-PRIMARY>                                    1.15
<EPS-DILUTED>                                    1.15
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS RESTATED SCHEDULE CONTAINS INFORMATION EXTRACTED FROM THE COMPANY'S 
UNAUDITED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.  EARNINGS
PER SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT A THREE FOR TWO STOCK SPLIT IN
MAY 1998.   
</LEGEND>
<MULTIPLIER>                                     1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           1,392
<SECURITIES>                                         0
<RECEIVABLES>                                   65,357
<ALLOWANCES>                                         0
<INVENTORY>                                     90,794
<CURRENT-ASSETS>                               150,101
<PP&E>                                         125,580
<DEPRECIATION>                                  60,153
<TOTAL-ASSETS>                                 231,423
<CURRENT-LIABILITIES>                           30,680
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            65 
<OTHER-SE>                                     152,486
<TOTAL-LIABILITY-AND-EQUITY>                   231,423
<SALES>                                        123,724
<TOTAL-REVENUES>                               123,724
<CGS>                                           82,212
<TOTAL-COSTS>                                   24,779
<OTHER-EXPENSES>                                 1,960
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,365
<INCOME-PRETAX>                                 13,762
<INCOME-TAX>                                     5,415
<INCOME-CONTINUING>                              8,347
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0 
<CHANGES>                                            0
<NET-INCOME>                                     8,347
<EPS-PRIMARY>                                      .90
<EPS-DILUTED>                                      .89
        


</TABLE>


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