-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SJ5fxJCUuf2MN8Z6WNGtfCZU5gvfturkwXoM2NjdWKdXddmFC//BCDejCuFsDdHk DG1Tr8hRQz8o3guVqV1WOQ== 0000313716-99-000005.txt : 19990811 0000313716-99-000005.hdr.sgml : 19990811 ACCESSION NUMBER: 0000313716-99-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDINGE INC CENTRAL INDEX KEY: 0000313716 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 160470200 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15760 FILM NUMBER: 99682488 BUSINESS ADDRESS: STREET 1: ONE HARDING DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077342281 MAIL ADDRESS: STREET 1: ONE HARDINGE DRIVE STREET 2: ONE HARDINGE DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 FORMER COMPANY: FORMER CONFORMED NAME: HARDINGE BROTHERS INC DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q 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. 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 PART I, ITEM 1 HARDINGE INC. AND SUBSIDIARIES Consolidated Balance Sheets (In Thousands)
June 30, Dec. 31, 1999 1998 ------------------------------- (Unaudited) 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 ===============================
See accompanying notes. HARDINGE INC. AND SUBSIDIARIES Consolidated Balance Sheets--Continued (Dollars In Thousands)
June 30, Dec. 31, 1999 1998 ------------------------------- (Unaudited) 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 ===============================
See accompanying notes. HARDINGE INC AND SUBSIDIARIES Consolidated Statements of Income and Retained Earnings (Unaudited) (In Thousands, Except Per Share Data)
Three months ended Six months ended June 30, June 30, 1999 1998 1999 1998 ---------------------------- ------------------------------- 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 =============================== ===============================
See accompanying notes. HARDINGE INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In Thousands)
Six Months Ended June 30, 1999 1998 ---------------------------------- 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 ==================================
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. 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:
Three months ended Six months ended June 30, June 30, --------------------------- ---------------------------- 1999 1998 1999 1998 --------------------------- ---------------------------- 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 =========================== ============================
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):
Three months ended Six months ended June 30, June 30, 1999 1998 1999 1998 ---------------------------- --------------------------- 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 ============================ ===========================
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. 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. 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, 1998 1998 1998 1998 -------------------------------------------------------- -------------------------------------------------------- (in thousands, except per share data) -------------------------------------------------------- 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
Three Months Ended Mar. 31, June 30, 1999 1999 -------------------------------------------------------- -------------------------------------------------------- (in thousands, except per share data) -------------------------------------------------------- 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
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. 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. 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. 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 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. 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) EX-27 2 FINANCIAL DATA SCHEDULE
5 (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. 0000313716 HARDINGE INC. 1,000 6-MOS DEC-31-1999 JUN-30-1999 462 0 58,252 0 84,910 143,801 144,996 70,242 238,218 28,897 0 0 0 99 176,720 238,218 92,075 92,075 62,146 23,984 0 0 965 5,254 1,714 3,540 0 0 0 3,540 .38 .38
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