-----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, EzkTJFtt2IWx6d7Va2QZfxYsPkAens+LpuuwDHDWTQqu1mRdT4xSNGtn4+ymbS8/ LeJstkbCZ2QNk72wDNkf3Q== 0000912057-99-004883.txt : 19991115 0000912057-99-004883.hdr.sgml : 19991115 ACCESSION NUMBER: 0000912057-99-004883 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991112 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: 99747161 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 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 September 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 September 30, 1999 there were 9,515,782 shares of Common Sock of the Registrant outstanding. 1 HARDINGE INC. AND SUBSIDIARIES INDEX
Part I Financial Information Page Item 1. Financial Statements Consolidated Balance Sheets at September 30, 1999 and 3 December 31, 1998. Consolidated Statements of Income and Retained Earnings 5 for the three months ended September 30, 1999 and 1998, and the nine months ended September 30, 1999 and 1998. Condensed Consolidated Statements of Cash Flows for 6 the nine months ended September 30, 1999 and 1998. Notes to Consolidated Financial Statements. 7 Item 2. Management's Discussion and Analysis of Financial 9 Condition and Results of Operations. Item 3. Quantitative and Qualitative Disclosures About 14 Market Risks 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 14 Signatures 15
2 PART I, ITEM 1 HARDINGE INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
Sept. 30, Dec. 31, 1999 1998 ------------------------ (Unaudited) Assets Current assets: Cash $1,644 $2,192 Accounts receivable 49,140 54,631 Notes receivable 7,886 7,194 Inventories 84,472 91,965 Deferred income taxes 2,299 2,299 Prepaid expenses 3,863 2,960 ------------------------ Total current assets 149,304 161,241 Property, plant and equipment: Property, plant and equipment 145,512 143,937 Less accumulated depreciation 72,260 67,183 ------------------------ 73,252 76,754 Other assets: Notes receivable 15,997 13,063 Goodwill 3,830 3,938 Other 2,000 1,685 ------------------------ 21,827 18,686 ------------------------ Total assets $244,383 $256,681 ------------------------ ------------------------
See accompanying notes. 3 HARDINGE INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS--CONTINUED (IN THOUSANDS)
Sept. 30, Dec. 31, 1999 1998 ----------------------- (Unaudited) Liabilities and shareholders' equity Current liabilities: Accounts payable $ 10,513 $ 11,368 Notes payable to bank 4,242 5,018 Accrued expenses 12,742 8,540 Accrued income taxes 1,190 Deferred income taxes 1,986 2,111 Current portion long-term debt 3,550 3,654 ----------------------- Total current liabilities 34,223 30,691 Other liabilities: Long-term debt 23,679 35,415 Accrued pension plan expense 3,527 3,527 Deferred income taxes 1,697 1,863 Accrued postretirement benefits 5,557 5,390 ----------------------- 34,460 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 September 30, 1999 and 9,843,992 at December 31, 1998 99 98 Additional paid-in capital 61,613 60,351 Retained earnings 127,980 127,526 Treasury shares (6,240) (853) Accumulated other comprehensive income - Foreign currency translation adjustments (3,320) (2,485) Deferred employee benefits (4,432) (4,842) ----------------------- Total shareholders' equity 175,700 179,795 ----------------------- Total liabilities and shareholders' equity $244,383 $256,681 ----------------------- -----------------------
See accompanying notes. 4 HARDINGE INC. AND SUBSIDIARIES Consolidated Statements of Income and Retained Earnings (Unaudited) (In Thousands, Except Per Share Data)
Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 ------------------- ---------------------- Net Sales $42,399 $62,041 $134,474 $192,891 Cost of sales 28,881 39,435 91,027 123,832 ------------------- ---------------------- Gross profit 13,518 22,606 43,447 69,059 Selling, general and administrative expenses 11,790 14,886 35,774 43,089 ------------------- ---------------------- Income from operations 1,728 7,720 7,673 25,970 Interest expense 362 572 1,327 1,743 Interest (income) (129) (120) (403) (379) ------------------- ---------------------- Income before income taxes 1,495 7,268 6,749 24,606 Income taxes 515 2,737 2,229 9,212 ------------------- ---------------------- Net income 980 4,531 4,520 15,394 Retained earnings at beginning of period 128,337 120,714 127,526 112,625 Less dividends declared 1,337 1,377 4,066 4,118 Less transfer to common stock due to stock split in form of a dividend 33 ------------------- ---------------------- Retained earnings at end of period $127,980 $123,868 $127,980 $123,868 ------------------- ---------------------- ------------------- ---------------------- Per share data: Basic earnings per share $ .11 $ .48 $ .48 $ 1.63 ------------------- ---------------------- ------------------- ---------------------- Weighted average number of common shares outstanding 9,264 9,426 9,366 9,419 ------------------- ---------------------- ------------------- ---------------------- Diluted earnings per share $ .11 $ .48 $ .48 $ 1.63 ------------------- ---------------------- ------------------- ---------------------- Weighted average number of common shares outstanding 9,265 9,468 9,385 9,452 ------------------- ---------------------- ------------------- ---------------------- Cash Dividends Declared $ .14 $ .14 $ .42 $ .42 ------------------- ---------------------- ------------------- ----------------------
See accompanying notes. 5 HARDINGE INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Nine Months Ended September 30, 1999 1998 ------------------------- Net cash provided by operating activities $24,593 $ 20,659 Investing activities: Capital expenditures (3,626) (15,263) ------------------------- Net cash (used in) investing activities (3,626) (15,263) Financing activities: (Decrease) in short-term notes payable to bank (654) (3,158) (Decrease) increase in long-term debt (11,552) 3,835 (Purchase) of treasury stock (5,178) (430) Dividends paid (4,066) (4,118) ------------------------- Net cash (used in) financing activities (21,450) (3,871) Effect of exchange rate changes on cash (65) 80 ------------------------- Net (decrease) increase in cash ($ 548) $1,605 ------------------------- -------------------------
See accompanying notes 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 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 nine month periods ended September 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):
September 30, December 31, 1999 1998 ---------------- ----------------- Finished products $ 39,913 $ 36,185 Work-in-process 23,565 29,499 Raw materials and purchased components 20,994 26,281 ---------------- ----------------- $ 84,472 $ 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 278,904 shares under the program as of September 30, 1999. 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 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 Nine months ended September 30, September 30, ----------------------------- ---------------------------- 1999 1998 1999 1998 ---------------------------- ------------------------------ Numerator: Net income $ 980 $ 4,531 $ 4,520 $ 15,394 Numerator for basic earnings per share 980 4,531 4,520 15,394 Numerator for diluted earnings per share 980 4,531 4,520 15,394 Denominator: Denominator for basic earnings per share -weighted average shares 9,264 9,426 9,366 9,419 Effect of diluted securities: Restricted stock and stock options 1 42 19 33 ---------------------------- ------------------------------ Denominator for diluted earnings per share -adjusted weighted average shares 9,265 9,468 9,385 9,452 Basic earnings per share $ .11 $ .48 $ .48 $ 1.63 ---------------------------- ------------------------------ ---------------------------- ------------------------------ Diluted earnings per share $ .11 $ .48 $ .48 $ 1.63 ---------------------------- ------------------------------ ---------------------------- ------------------------------
NOTE F--REPORTING COMPREHENSIVE INCOME During the three months and nine months ended September 30, 1999 and 1998, the components of total comprehensive income consisted of the following (dollars in thousands):
Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 ------------ ------------- ------------ ------------- Net Income $ 980 $ 4,531 $ 4,520 $ 15,394 Foreign currency translation adjustments 643 814 (835) 510 ------------ ------------- ------------ ------------- Comprehensive Income $ 1,623 $ 5,345 $ 3,685 $ 15,904 ------------ ------------- ------------ ------------- ------------ ------------- ------------ -------------
8 PART I, ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following are management's comments relating to significant changes in the results of operations for the three month and nine month periods ended September 30, 1999 and 1998 and in the Company's financial condition during the nine month period ended September 30, 1999. RESULTS OF OPERATIONS NET SALES. Net sales for the quarter ended September 30, 1999 totaled $42,399,000 compared to $62,041,000 during the same 1998 quarter, a decrease of 31.7%. Year to date sales of $134,474,000 for the first nine months of 1999 represent a decrease of 30.3% from 1998's nine month total of $192,891,000. These overall reductions in sales were attributable to the continuing depression in worldwide demand for machine tools. Sales of machines accounted for $25,387,000 of net sales for the third quarter of 1999, while sales of non-machine products and services contributed the remaining $17,012,000. Compared to the prior year's third quarter, machine sales decreased by 39.7% while other products experienced a decline of 14.6%. For the nine months ended September 30, 1999 machine revenues were $83,020,000 or 61.7% of total volume with the remaining $51,454,000 or 38.3% coming from other products. This compares to the first nine months of 1998 where machine revenues totaled $133,679,000 or 69.3%, and other revenues totaled $59,212,000 or 30.7%. Sales to customers in the United States for the quarter ended September 30, 1999 totaled $28,300,000, a decrease of 34.1% from $42,943,000 for the same 1998 quarter. Sales to European customers similarly decreased by 32.6%, from $12,437,000 to $8,382,000. Sales to all other parts of the world also declined, by 14.2%, from 1998's third quarter total of $6,661,000 to $5,717,000 for the third quarter of 1999. The nine months ended September 30, 1999 showed similar reductions of 35.5%, 17.2% and 21.2%, respectively, for the United States, Europe, and all other areas. Sales apportionment among the US, Europe, and all other areas was 64.4%, 25.2%, and 10.4%, respectively, compared to 69.6%, 21.2%, and 9.2% during 1998. GROSS PROFIT. Gross margin for the third quarter and first nine months of 1999, as a percentage of sales, declined significantly, from 36.4% for the third quarter of 1998 to 31.9% during the third quarter of 1999, and from 35.8% to 32.3% for the respective nine month periods. The decline in margin rate for both the quarter and year to date is largely a result of the increasing relative value of the fixed cost component of the Company's manufacturing operation as production volumes remain at depressed levels. Further contributing to the margin shortfall was the significant price discounting experienced throughout 1999 as manufacturers of metal cutting machinery compete for fewer orders in the face of declining demand for machine tools. At the same time, the relatively larger portion of sales going to customers outside the United States caused further erosion of gross margin due to the typically higher distribution discounts associated with those sales. 9 SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("SG&A") expenses were 27.8% of sales during the third quarter of 1999 compared to 24.0% a year earlier. SG&A expenses for the nine months ended September 30, 1999 and 1998 were 26.6% and 22.3%, respectively. In addition to the workforce reduction of 15% made at the beginning of the year, the Company continues to implement numerous other initiatives to reduce SG&A expenses in the face of the declining market demand for machine tools. SG&A expenses for the third quarter and year to date 1999 have been reduced from prior year levels by $3,096,000 (20.8%) and $7,315,000 (17.0%), respectively. INCOME FROM OPERATIONS. Income from operations as a percentage of net sales decreased for the three months ended September 30, 1999 to 4.1%, from 12.4% a year earlier. Income from operations for the first nine months of 1999 decreased to 5.7% of sales compared to 13.5% for the same period of 1998. INTEREST EXPENSE. Interest expense for the quarter ended September 30, 1999 was $362,000 compared to $572,000 a year earlier. Interest expense for the nine month periods ended September 30, 1999 and 1998 was $1,327,000 and $1,743,000, 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 nine months ended September 30, 1999 compared to a year earlier. INCOME TAXES. The provision for income taxes as a percentage of net income was 34.4% and 33.0% for the third quarter and first nine months of 1999, respectively, compared to 37.7% and 37.4% 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 have experienced a higher utilization of U.S. income tax credits during 1999. NET INCOME. Net income for the third quarter of 1999 was $980,000, or $.11 per share, compared to $4,531,000, or $.48 per share, for the third quarter of 1998. Year to date 1999 net income was $4,520,000, or $.48 per share, compared to $15,394,000, or $1.63 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. 10 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, Sept. 30, 1999 1999 1999 ---------------------------------------- (in thousands, except per share data) ---------------------------------------- Net Sales $46,194 $45,881 $42,399 Gross Profit 15,548 14,381 13,518 Income from operations 3,453 2,492 1,728 Net income 2,082 1,458 980 Diluted earnings per share .22 .16 .11 Weighted average shares outstanding 9,431 9,342 9,265
Earnings per share amounts are based on the weighted average shares outstanding for each period presented. As a result of the changes in outstanding shares from quarter to quarter, the total of the quarters earnings per share may not equal the year to date earnings per share. LIQUIDITY AND CAPITAL RESOURCES The decrease in sales for the first nine months of 1999 compared to 1998 had a significant impact on cash flow. Hardinge's operating activities for the nine months ended September 30, 1999 provided funds totaling $24,593,000 compared to $ 20,659,000 for the same period a year earlier, an increase of $3,934,000. This resulted from the fact that, while funds generated from net income were $10,874,000 less this year, reduced operating levels also allowed for a net reduction of $13,633,000 of cash required to support operating assets and liabilities. The primary contributors to this cash availability were reductions in inventories and receivables. Investing activities used only $3,626,000 of cash during the first nine months of 1999, compared to $15,263,000 a year earlier. The extra cash generated by these changes in activity levels has been used by the Company to purchase $4,748,000 more of its own capital stock for its treasury during the first nine months of 1999 compared to 1998, and has allowed for net debt reductions which exceeded last year by $12,883,000. Hardinge's current ratio at September 30, 1999 was 4.36:1, compared to 5.25:1 at December 31, 1998. 11 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. During 1998 sales of customer note portfolios to third parties were conducted on a quarterly basis. Due to the lower sales volume in 1999, only one such sale has been made to date, with a second sale anticipated to be made shortly before the end of the year. We sold $8,766,000 of customer notes in the first nine months of 1999, compared to $30,455,000 during the same period of 1998. At September 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. Any amounts outstanding on the $20,000,000 line expiring November 1, 1999 convert, at the Company's option, to term loans payable quarterly over four years through 2003. These facilities, along with other short term credit agreements, provide for immediate access of up to $78,000,000. At September 30, 1999, outstanding borrowings under these arrangements totaled $17,053,000. It is the Company's intent to not renew the $20,000,000 revolver when it expires on November 1, as the remaining $58,000,000 will be sufficient to meet anticipated short-term cash requirements. The Company feels its significant financial strength will allow it to negotiate future additional credit lines relatively quickly should a strategic need arise. 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. 12 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. 13 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 None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits 27.1 Financial Data Schedule B. Reports on Form 8-K There were no reports filed on 8K during the quarter. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HARDINGE INC. NOVEMBER 11, 1999 By: /s/ Robert E. Agan - ---------------------- ---------------------------------------- Date Robert E. Agan Chairman of the Board, President /CEO NOVEMBER 11, 1999 By: /s/ J. Patrick Ervin - ---------------------- ---------------------------------------- Date J. Patrick Ervin Executive Vice President NOVEMBER 11, 1999 By: /s/ Richard L. Simons - ---------------------- ---------------------------------------- Date Richard L. Simons Senior Vice President and Chief Financial Officer (Principal Financial Officer) 15 EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS INFORMATION EXTRACTED FROM THE COMPANY'S UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFENCE TO SUCH FINANCIAL STATEMENTS. 0000313716 HARDINGE INC. 1,000 9-MOS DEC-31-1999 SEP-30-1999 1,644 0 73,023 0 84,472 149,304 145,512 72,260 244,383 34,223 0 0 0 99 175,601 244,383 134,474 134,474 91,027 35,774 0 0 1,327 6,749 2,229 4,520 0 0 0 4,520 .48 .48
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