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, 1999
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, 1999 there were 9,635,213 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, 1999 and
December 31, 1998. 3
Consolidated Statements of Income and Retained Earnings
for the three months ended June 30, 1999 and 1998, and
the six months ended June 30, 1999 and 1998. 5
Condensed Consolidated Statements of Cash Flows for
the six months ended June 30, 1999 and 1998. 6
Notes to Consolidated Financial Statements. 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 9
Item 3. Quantitative and Qualitative Disclosures About
Market Risks 14
Part II 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 15
Signatures 16
<PAGE>
PART I, ITEM 1
HARDINGE INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands)
<TABLE>
<CAPTION>
June 30, Dec. 31,
1999 1998
-------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash $ 462 $ 2,192
Accounts receivable 44,884 54,631
Notes receivable 7,507 7,194
Inventories 84,910 91,965
Deferred income taxes 2,299 2,299
Prepaid expenses 3,739 2,960
-------------------------------
Total current assets 143,801 161,241
Property, plant and equipment:
Property, plant and equipment 144,996 143,937
Less accumulated depreciation 70,242 67,183
-------------------------------
74,754 76,754
Other assets:
Notes receivable 13,368 13,063
Goodwill 3,866 3,938
Other 2,429 1,685
-------------------------------
19,663 18,686
-------------------------------
Total assets $238,218 $256,681
===============================
</TABLE>
See accompanying notes.
<PAGE>
HARDINGE INC. AND SUBSIDIARIES
Consolidated Balance Sheets--Continued
(Dollars In Thousands)
<TABLE>
<CAPTION>
June 30, Dec. 31,
1999 1998
-------------------------------
(Unaudited)
<S> <C> <C>
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 9,973 $ 11,368
Notes payable to bank 2,260 5,018
Accrued expenses 9,680 8,540
Accrued income taxes 1,515
Deferred income taxes 1,919 2,111
Current portion long-term debt 3,550 3,654
-------------------------------
Total current liabilities 28,897 30,691
Other liabilities:
Long-term debt 21,824 35,415
Accrued pension plan expense 3,527 3,527
Deferred income taxes 1,648 1,863
Accrued postretirement benefits 5,503 5,390
-------------------------------
32,502 46,195
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 June 30, 1999
and 9,843,992 at December 31, 1998 99 98
Additional paid-in capital 61,630 60,351
Retained earnings 128,337 127,526
Treasury shares (4,446) (853)
Accumulated other comprehensive income -
Foreign currency translation adjustments (3,963) (2,485)
Deferred employee benefits (4,838) (4,842)
-------------------------------
Total shareholders' equity 176,819 179,795
-------------------------------
Total liabilities and shareholders' equity $238,218 $256,681
===============================
</TABLE>
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,
1999 1998 1999 1998
---------------------------- -------------------------------
<S> <C> <C> <C> <C>
Net Sales $45,881 $65,071 $92,075 $130,850
Cost of sales 31,500 41,471 62,146 84,397
--------------------------------------------------------------------------------- -------------------------------
Gross profit 14,381 23,600 29,929 46,453
Selling, general and
administrative expenses 11,889 14,532 23,984 28,203
--------------------------------------------------------------------------------- -------------------------------
Income from operations 2,492 9,068 5,945 18,250
Interest expense 476 598 965 1,171
Interest (income) (117) (109) (274) (259)
--------------------------------------------------------------------------------- -------------------------------
Income before income taxes 2,133 8,579 5,254 17,338
Income taxes 675 3,170 1,714 6,475
--------------------------------------------------------------------------------- -------------------------------
Net income 1,458 5,409 3,540 10,863
Retained earnings at beginning of period 128,230 116,711 127,526 112,625
Less dividends declared 1,351 1,373 2,729 2,741
Less transfer to common stock due to
stock split in form of a dividend 33 33
================================================================================= ===============================
Less dividends declared $128,337 $120,714 $128,337 $ 120,714
================================================================================= ===============================
Per share data:
Basic earnings per share $ .16 $ .57 $ .38 $ 1.15
================================================================================= ===============================
Weighted average number
of common shares outstanding 9,338 9,420 9,409 9,417
=============================== ===============================
Diluted earnings per share $ .16 $ .57 $ .38 $ 1.15
================================================================================= ===============================
Weighted average number
of common shares outstanding 9,342 9,468 9,409 9,451
=============================== ===============================
Cash dividends declared $ .14 $ .14 $ .28 $ .28
=============================== ===============================
</TABLE>
See accompanying notes.
<PAGE>
HARDINGE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1999 1998
----------------------------------
<S> <C> <C>
Net cash provided by operating activities $24,093 $ 10,334
Investing activities:
Capital expenditures (3,626) (10,320)
----------------------------------
Net cash (used in) investing activities (3,626) (10,320)
Financing activities:
(Decrease) in short-term notes payable to bank (2,662) (1,013)
(Decrease) increase in long-term debt (13,419) 4,497
(Purchase) of treasury stock (3,319) (430)
Dividends paid (2,729) (2,741)
----------------------------------
Net cash (used in) provided by financing activities (22,129) 313
Effect of exchange rate changes on cash (68) (15)
----------------------------------
Net (decrease) increase in cash ($ 1,730) $312
==================================
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1999
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, 1999 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1999. 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, 1998.
NOTE B--INVENTORIES
Inventories are summarized as follows (dollars in thousands):
June 30, December 31,
1999 1998
----------------- ----------------
Finished products $ 37,136 $ 36,185
Work-in-process 26,972 29,499
Raw materials and purchased components 20,802 26,281
================= ================
$ 84,910 $ 91,965
================= ================
NOTE C--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.
NOTE D--COMPANY STOCK REPURCHASE PROGRAM
On April 9, 1999 Hardinge announced a stock repurchase program. The
Board of Directors has authorized the repurchase of up to 1.0 million shares of
the Company's common stock, or approximately 10% of the total shares
outstanding. The Company has purchased 162,600 shares under the program as of
June 30, 1999.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 1999
NOTE E--EARNINGS PER SHARE AND WEIGHTED AVERAGE SHARES OUTSTANDING
Earnings per share are computed using 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 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,
--------------------------- ----------------------------
1999 1998 1999 1998
--------------------------- ----------------------------
<S> <C> <C> <C> <C>
Numerator:
Net income $ 1,458 $ 5,409 $ 3,540 $ 10,863
Numerator for basic earnings per share 1,458 5,409 3,540 10,863
Numerator for diluted earnings per share 1,458 5,409 3,540 10,863
Denominator:
Denominator for basic earnings per share
-weighted average shares 9,338 9,420 9,409 9,417
Effect of diluted securities:
Restricted stock and stock options 4 48 34
--------------------------- ----------------------------
Denominator for diluted earnings per share
-adjusted weighted average shares 9,342 9,468 9,409 9,451
Basic earnings per share $ .16 $ .57 $ .38 $ 1.15
=========================== ============================
Diluted earnings per share $ .16 $ .57 $ .38 $ 1.15
=========================== ============================
</TABLE>
NOTE F--REPORTING COMPREHENSIVE INCOME
During the three months and six months ended June 30, 1999 and 1998,
the components of total comprehensive income consisted of the following (dollars
in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
---------------------------- ---------------------------
<S> <C> <C> <C> <C>
Net Income $ 1,458 $ 5,409 $ 3,540 $ 10,863
Foreign currency translation adjustments
(575) (38) (1,478) (304)
============================ ===========================
Comprehensive Income $ 883 $ 5,371 $ 2,062 $ 10,559
============================ ===========================
</TABLE>
<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, 1999 and 1998 and in the Company's financial condition during the
six month period ended June 30, 1999.
Results of Operations
Net Sales. Net sales for the quarter ended June 30, 1999 were
$45,881,000 compared to $65,071,000 for the second quarter of 1998, a decrease
of $19,190,000, or 29.5%. Year to date sales for the first six months of 1999
totaled $92,075,000 compared to $130,850,000 a year earlier, a reduction of
$38,775,000, or 29.6%. Sales were down in all geographic markets, with the U.S.
showing the largest reductions at $16,800,000 for the second quarter and
$33,013,000 for the first six months. Reduced shipments to automotive customers
were responsible for $5,205,000 and $13,676,000 of the U.S. sales reductions for
the second quarter and six month periods, respectively. In addition, shipments
to European customers and to all other areas of the world each decreased, for a
combined reduction of $2,390,000 for the quarter and $5,762,000 for the year to
date.
Machine sales accounted for $29,066,000 of net sales for the second
quarter of 1999, compared to $45,162,000 for the same 1998 period, a decline of
35.6%. Year to date June 30, 1999 sales of machines were $57,633,000 compared to
$91,567,000 for 1998's first half, a decline of 37.1%. Sales of non-machine
products and services declined as well, by $3,094,000, or 15.5% in the second
quarter of 1999 compared to 1998 and by $4,841,000, or 12.3%, for the year to
date.
While sales levels dropped during 1999, the Company did receive two
very substantial orders in June which contributed to an increase in backlog of
orders at June 30, 1999 of 28% over the March 31, 1999 level, and 45% over the
backlog balance at December 31, 1998. Backlog at June 30, 1999 was
approximately $10,000,000 lower than at June 30, 1998. The majority of the
machines included in the two large orders will be shipped in the year 2000.
Gross Profit. Gross margin for the second quarter and first six months
of 1999, as a percentage of sales, declined from 36.3% for the second quarter of
1998 to 31.3% during the second quarter of 1999, and from 35.5% to 32.5% for the
respective six month periods. The decline in margin rate for both the quarter
and year to date are a reflection of significant price discounting as
manufacturers of metal cutting machinery compete for fewer orders in the face of
declining demand for machine tools. On July 12, 1999 the Association for
Manufacturing Technology announced that domestic consumption of metal cutting
machinery for the five months ended May 31, 1999 fell behind the same 1998
period by 45%. At the same time, the relatively larger portion of sales to
customers outside the United States caused further erosion of gross margin
resulting from the typically higher distribution discounts associated with those
sales.
<PAGE>
Selling, General, and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses were 25.9% of sales during the second quarter
of 1999 compared to 22.3% a year earlier. SG&A expenses for the six months ended
June 30, 1999 and 1998 were 26.0% and 21.6%, respectively. In addition to the
workforce reduction of 15% made at the beginning of the year, the Company has
implemented numerous other initiatives to reduce SG&A expenses in the face of
the declining market demand for machine tools. While SG&A expenses for the
second quarter and year to date 1999 have been reduced from prior year levels by
$2,643,000 (18.2%) and $4,219,000 (15.0%), respectively, they still represent a
higher portion of the lower sales volume in 1999.
Income from Operations. Income from operations as a percentage of net
sales decreased for the three months ended June 30, 1999 to 5.4%, from 13.9% a
year earlier. Income from operations for the first six months of 1999 decreased
to 6.5% of sales compared to 13.9% for the same period of 1998.
Interest Expense. Interest expense for the quarter ended June 30, 1999
was $476,000 compared to $598,000 a year earlier. Interest expense for the six
month periods ended June 30, 1999 and 1998 was $965,000 and $1,171,000,
respectively. The reduced expense was largely the result of reduced borrowing
for working capital requirements as sales volume dropped during 1999.
Interest Income. Interest income remained relatively unchanged for
the quarter and six months ended June 30, 1999 compared to a year earlier.
Income Taxes. The provision for income taxes as a percentage of net
income was 31.6% and 32.6% for the second quarter and first six months of 1999,
respectively, compared to 37.0% and 37.3% for the corresponding periods of 1998.
The decrease in average tax rate is the result of two factors. First, a
relatively larger portion of 1999 earnings is attributable to profits of the
Company's European operations, where the effective tax rate is considerably
lower than in the U.S. Second, the Company's U.S. operations experienced a
higher utilization of U.S. income tax credits during 1999's first half.
Net Income. Net income for the second quarter of 1999 was $1,458,000,
or $.16 per share, compared to $5,409,000, or $.57 per share, for the second
quarter of 1998. Year to date 1999 net income was $3,540,000, or $.38 per share,
compared to $10,863,000, or $1.15 per share for the same 1998 period. The
deterioration in earnings is the result of all the factors discussed above.
Earnings Per Share. All earnings per share and weighted average share
amounts are computed in accordance to Financial Accounting Standards Board
Statement No.128, Earnings Per Share.
<PAGE>
Quarterly Information
The following table sets forth certain quarterly financial data for
each of the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
Mar. 31, June 30, Sept. 30, Dec. 31,
1998 1998 1998 1998
--------------------------------------------------------
--------------------------------------------------------
(in thousands, except per share data)
--------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales $ 65,779 $ 65,071 $ 62,041 $ 66,734
Gross Profit 22,853 23,600 22,606 23,038
Income from operations 9,182 9,068 7,720 7,670
Net income 5,454 5,409 4,531 4,889
Diluted earnings per share .58 .57 .48 .52
Weighted average shares outstanding 9,441 9,468 9,468 9,468
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
Mar. 31, June 30,
1999 1999
--------------------------------------------------------
--------------------------------------------------------
(in thousands, except per share data)
--------------------------------------------------------
<S> <C> <C>
Net Sales $ 46,194 $ 45,881
Gross Profit 15,548 14,381
Income from operations 3,453 2,492
Net income 2,082 1,458
Diluted earnings per share .22 .16
Weighted average shares outstanding 9,431 9,342
</TABLE>
Liquidity and Capital Resources
The decrease in sales for the first six months of 1999 compared to
1998 had a significant impact on cash flow. While cash provided from net income
decreased by $7,323,000, the reduced sales volume also substantially reduced the
need for working capital. The change in accounts and notes receivable for the
six months ended June 30, 1999 decreased by $9,521,000 from the change for the
similar 1998 period. A similar decrease in inventory levels generated an
additional $7,708,000. Changes in accounts payable balances added another
$4,338,000. In total, cash generated from operations for the six months ended
June 30, 1999 was $13,759,000 higher than the same 1998 period. In addition to
cash generated from operations, the Company also incurred positive cash flow of
$6,694,000 as a result of lower investing activities in the first half of 1999
compared to a year earlier.
The majority of the additional cash flow generated from operations wa
used to pay off debt (a reduction of $16,081,000 in the first half of 1999
compared to a net increase in debt of $3,484,000 for the same period a year
earlier). Additionally, funds used for the purchase of the Company's own stock
for its treasury were higher in the first half of 1999 by $2,889,000. This
increase in treasury stock purchases was generally the result of the Company's
stock buy-back program initiated earlier this year.
<PAGE>
Hardinge's current ratio at June 30, 1999 was 4.98:1 compared to
5.25:1 at December 31, 1998. The reduction was due primarily to the reduced
levels of accounts receivable and inventory previously discussed.
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 $8,766,000 of customer notes in
the first half of 1999, compared to $19,476,000 during the same period of 1998.
At June 30, 1999 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, 1999 outstanding borrowings under these arrangements totaled $13,562,000.
We believe that the currently available funds and credit
facilities, along with internally generated funds, will provide sufficient
financial resources for ongoing operations.
Year 2000 Issue
The Year 2000 issue arises from the use of two-digit date fields in
certain computer programs which may cause problems as the year changes from 1999
to 2000. If the Company's computer systems do not correctly recognize date
information, there could be a material adverse effect on the Company's
operations. The Company has identified risk associated with the Year 2000
problem in the following areas: (i) systems used by the Company to operate its
business; (ii) systems used by the Company's critical suppliers; and (iii)
warranty or other potential claims from the Company's customers. The Company has
evaluated its risks in these areas and is in the process of implementing a
program to minimize any potential impact on operations arising out of the Year
2000 problem. The Company's efforts have been directed by a Steering Committee
consisting of executive officers and other appropriate personnel. Costs
associated with the program are not expected to be significant and are being
expensed as incurred with funding through operating cash flows.
With respect to IT (Information Technology) systems, the Company has
reviewed, tested and corrected, where necessary, all internally-generated
software for the ability to recognize the year 2000. Where the Company relies on
outside software vendors, the Company has received written assurance of, and
tested for, such software's ability to properly perform beyond December 31,
1999.
Non-information technology ("Non-IT") systems include plant floor
machinery and systems with embedded technology such as microprocessors or
microcontrollers which operate such facility related items as phone systems,
access controls and heating, ventilation and air conditioning systems. The
Company has identified, tested where possible and received when available
written confirmation that its facility-related non-IT equipment is Year 2000
compliant and has requested written assurance from its key equipment suppliers
that their internal operations and products are and will be Year 2000 compliant.
Currently, a majority of suppliers have provided information indicating they are
addressing the Y2K issue in their own operations.
<PAGE>
The Company believes that its past and current products are Year 2000
compliant and therefore exposure to warranty and other potential claims is not
expected to be outside the ordinary course of business. With respect to the
computerized control systems in place on the Company's machines sold in prior
years, the Company's primary supplier of these controls has provided written
assurance that both their previously-supplied and current controls are Year 2000
compliant.
As part of its Year 2000 compliance program, the Company has developed
a contingency plan to address what it views as the most likely worst-case
scenario resulting from one or more of the above-identified risks being
realized. At this time, the Company believes that the failure of a third-party's
system to perform as represented poses the greatest risk to the Company's
operations. The contingency plan identifies alternative suppliers and addresses
other potential third-party failures. While the Company believes it has
addressed all critical Year 2000 issues, there is no guarantee against internal,
external and third-party system failures related to the Year 2000 problem. Such
failures could have a material adverse effect on the Company's results of
operations, liquidity and financial condition.
This report contains statements, including those relating to the
year 2000 issue, of a forward-looking nature relating to the financial
performance of Hardinge Inc. in 1999. 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.
<PAGE>
PART I. ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
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 1999 Annual Meeting of Shareholders of Hardinge Inc. was held
on April 27, 1999. A total of 8,860,823 of the Company's shares were present or
represented by proxy at the meeting. This represents more than 90% of the
Company's shares outstanding.
The three Class II directors named below were elected to serve a
three-year term.
Class II Directors Votes for Votes withheld
Daniel J. Burke 8,828,359 32,464
J. Philip Hunter 8,829,810 31,013
Albert W. Moore 8,830,160 30,663
Robert E. Agan, John W. Bennett, Richard J. Cole, James L. Flynn,
E. Martin Gibson and Douglas A. Greenlee continue as Directors of the Company.
The election of Ernst & Young LLP as the Company's independent
accountants was ratified, with 8,833,283 shares voting for and 16,055 shares
voting against.
No other matters were presented for vote at that meeting.
Item 5. Other Information
None
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
27. Financial Data Schedule
B. Reports on Form 8-K
1. Current report on Form 8-K, filed April 16, 1999 in connection
with a April 9, 1999 press release announcing a stock repurchase program and
preliminary results for the first quarter of 1999.
2. Current report on Form 8-K, filed June 21, 1999 in connection
with a June 16, 1999 press release announcing preliminary results for the second
quarter of 1999.
<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 9, 1999 By:_/s/ Robert E.Agan______________________
Date Robert E. Agan
Chairman of the Board, President /CEO
August 9, 1999 By:_/s/ J. Patrick Ervin___________________
Date J. Patrick Ervin
Executive Vice President
August 9, 1999 By:_/s/ Richard L. Simons__________________
Date Richard L. Simons
Senior Vice President and Chief
Financial Officer
(Principal Financial 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, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERNCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000313716
<NAME> HARDINGE INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 462
<SECURITIES> 0
<RECEIVABLES> 58,252
<ALLOWANCES> 0
<INVENTORY> 84,910
<CURRENT-ASSETS> 143,801
<PP&E> 144,996
<DEPRECIATION> 70,242
<TOTAL-ASSETS> 238,218
<CURRENT-LIABILITIES> 28,897
<BONDS> 0
0
0
<COMMON> 99
<OTHER-SE> 176,720
<TOTAL-LIABILITY-AND-EQUITY> 238,218
<SALES> 92,075
<TOTAL-REVENUES> 92,075
<CGS> 62,146
<TOTAL-COSTS> 23,984
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 965
<INCOME-PRETAX> 5,254
<INCOME-TAX> 1,714
<INCOME-CONTINUING> 3,540
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,540
<EPS-BASIC> .38
<EPS-DILUTED> .38
</TABLE>
