-----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, VXWiMPELZqn4YVaKje6w0g7CsKeyYrYkW2oKsHTwKeSTWtSgMnCiobH2yDG0z0d9 I7CiNcPP3v1ZFEomjA/flA== 0001104659-09-047830.txt : 20090806 0001104659-09-047830.hdr.sgml : 20090806 20090806164048 ACCESSION NUMBER: 0001104659-09-047830 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090804 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090806 DATE AS OF CHANGE: 20090806 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15760 FILM NUMBER: 09992172 BUSINESS ADDRESS: STREET 1: ONE HARDING DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077342281 MAIL ADDRESS: STREET 1: ONE HARDINGE DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 FORMER COMPANY: FORMER CONFORMED NAME: HARDINGE BROTHERS INC DATE OF NAME CHANGE: 19920703 8-K 1 a09-21575_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  August 4, 2009

 

Hardinge Inc.

(Exact name of Registrant as specified in its charter)

 

New York

 

000-15760

 

16-0470200

(State or other jurisdiction of
incorporation or organization)

 

Commission file number

 

(I.R.S. Employer
Identification No.)

 

One Hardinge Drive, Elmira, NY 14902

(Address of principal executive offices) (Zip Code)

 

(607) 734-2281

(Registrant’s telephone number including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Conditions

 

On August 6, 2009 Hardinge Inc. issued a press release announcing the Company’s second quarter 2009 results. The press release also announced a strategic change to the Company’s North American manufacturing operations.  On August 4, 2009, the Board of Directors declared a cash dividend of $0.005 per share on the Company’s common stock. The dividend is payable September 10, 2009 to stockholders of record as of September 1, 2009. A copy of the press release is included as Exhibit 99 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

The following exhibit is filed herewith:

 

99    Press release issued by registrant on August 6, 2009.

 

1



 

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.

 

Registrant

 

 

 

 

Date: August 6, 2009

By:

/s/ EDWARD J. GAIO

 

 

Edward J. Gaio

 

 

Vice President and Chief Financial Officer

 

2


EX-99 2 a09-21575_1ex99.htm EX-99

EXHIBIT 99

 

 

Hardinge Inc.

Contact:

One Hardinge Drive

Edward Gaio

Elmira, N.Y. 14902

Vice President and CFO

 

(607) 378-4207

 

Hardinge Inc. Announces Second Quarter 2009 Results

 

Company Announces Strategic Change to North American Manufacturing Operations

 

Summary of Results Through June 30, 2009:

 

·                  Six-month cash flow from operations of $16.6 million, compared to  $4.3 million in 2008

 

·                  Sales for the quarter were $55.3 million, down 43% compared to 2008

 

·                  Orders for the quarter were $44.6 million, down 59% compared to 2008

 

·                  The Company was in a positive net cash position with consolidated cash of $16.5 million, and total debt of $12.2 million

 

ELMIRA, N.Y. — August 6, 2009 — Hardinge Inc. (NASDAQ: HDNG), a leading international provider of advanced metal-cutting solutions, today reported net sales of $55.3 million for the quarter and $107.4 million for the six months ended June 30, 2009, down from $96.6 million and $182.2 million, respectively, during 2008. Orders for the three and six months ended June 30, 2009 were $44.6 million and $77.4 million, respectively, a decrease of  59% compared to the prior year quarter, and a decrease of 62% compared to the six months ended June 30, 2008.

 

The Company had a net loss of ($5.0) million, or ($0.44) per share for the quarter, compared with net income of $0.45 million, or $0.04 per share, for the second quarter of 2008.

 

“With a worldwide decline in industry demand of between 70 and 80 percent, we remain focused on two things — generating positive cash flow and being positioned to compete when demand for machine tools returns,” said Richard L. Simons, President and Chief Executive Officer. “Through the first six months of 2009 cash flow from operations was $16.6 million, reflecting a reduction in net working capital.”

 

“Over the last four quarters we have made difficult decisions which were necessary to position Hardinge to perform well as the economy returns to normal while being mindful that the machine tool industry has historically lagged the general economic recovery,” Mr. Simons continued. “As a result of these actions we have the benefit of a very strong balance sheet. In addition to a solid financial foundation, our global footprint of manufacturing, engineering and customer support provides balance and the flexibility needed to respond as manufacturing opportunities migrate around the world.”

 

-MORE-

 

1



 

The following tables summarize orders and sales by geographical region for the three and six months ended June 30, 2009 and 2008:

 

 

 

Quarter Ended

 

 

 

Orders from

 

June 30,

 

%

 

Customers in:

 

2009

 

2008

 

Change

 

North America

 

$

11,107

 

$

31,761

 

(65

)%

Europe

 

14,228

 

56,118

 

(75

)%

Asia & Other

 

19,231

 

21,478

 

(10

)%

 

 

$

44,566

 

$

109,357

 

(59

)%

 

 

 

Quarter Ended

 

 

 

Sales from

 

June 30,

 

%

 

Customers in:

 

2009

 

2008

 

Change

 

North America

 

$

14,546

 

$

30,549

 

(52

)%

Europe

 

23,779

 

44,753

 

(47

)%

Asia & Othe

 

16,937

 

21,263

 

(20

)%

 

 

$

55,262

 

$

96,565

 

(43

)%

 

 

 

Six Months Ended

 

 

 

Orders from

 

June 30,

 

%

 

Customers in:

 

2009

 

2008

 

Change

 

North America

 

$

23,546

 

$

57,459

 

(59

)%

Europe

 

30,350

 

99,466

 

(69

)%

Asia & Other

 

23,477

 

45,552

 

(48

)%

 

 

$

77,373

 

$

202,477

 

(62

)%

 

 

 

Six Months Ended

 

 

 

Sales from

 

June 30,

 

%

 

Customers in:

 

2009

 

2008

 

Change

 

North America

 

$

30,669

 

$

59,105

 

(48

)%

Europe

 

48,066

 

82,316

 

(42

)%

Asia & Other

 

28,641

 

40,743

 

(30

)%

 

 

$

107,376

 

$

182,164

 

(41

)%

 

Second quarter and six month order and sales activity declined across all regions compared to the same periods in 2008, reflecting the continued global slowdown in manufacturing. Currency exchange rates had an unfavorable impact on new orders of approximately $1.9 million for the quarter, and $3.4 million for the six months ended June 30, 2009 compared to the prior year. Currency exchange rates had an unfavorable impact on sales of approximately $3.4 million for the quarter, and approximately $7.9 million for the six months compared to the same periods in 2008.

 

Gross profit was $12.9 million for the quarter and $27.0 million for the six months ended June 30, 2009, a decline of 57% and 51%, respectively, in comparison to the prior year periods. The decline in gross profit continues to reflect increased competitive pricing pressures along with significantly lower sales volume.  Gross margins were 23.4% for the quarter and 25.1% for the six month period, compared to 31.4% and 30.4% for the same respective periods of last year.  Gross margins have been negatively affected by significant discounting necessary to meet competitive situations as all companies in the industry have lowered prices to reduce finished machine inventory.  The fixed cost component of cost of goods sold against lower volumes has also contributed to lower gross margins.

 

Selling, general and administrative (SG&A) expenses declined by 39% to $17.1 million compared to $28.0 million in the second quarter of 2008. This decline was driven primarily by Company initiatives to reduce operating expenses in response to current order and sales activity levels. In addition, second quarter 2008 SG&A included $1.9 million in US and UK severance costs, as well as $0.3 million of expenses related to restructuring our businesses in Europe and Asia. Foreign currency translation favorably impacted SG&A by approximately $1.4 million compared to second quarter 2008.

 

2



 

SG&A for the six months ended June 30, 2009 declined by 31% to $35.3 million compared to $51.5 million for the same period last year.  This decline was driven by the non-recurring 2008 expenses discussed above as well as Company initiatives to reduce operating expenses in response to current order and sales activity levels.  These favorable actions were offset by a $1.5 million charge related to a Voluntary Early Retirement Program and severance related expenses in the U.S. and Europe during 2009. Foreign currency translation had a favorable impact of approximately $3.2 million compared to the same period in 2008.

 

Reflecting significantly lower net sales in 2009, Company SG&A expense as a percentage of sales was 31.0% for the quarter and 32.9% for the six months ended June 30, 2009, compared to 29.0% and 28.3% for the respective prior year periods.

 

Cost Containment Initiatives

 

As a result of continued weakness in the machine tool industry during the second quarter, the Company implemented a number of actions to reduce expenses. These actions included: a pay reduction for all U.S. based salaried employees, including corporate officers, of 5%, on top of a similar 5% reduction in February 2009; a 10% reduction to Directors’ cash compensation; suspension of accrual of benefits under the U.S. defined benefit pension plan for active employees, and suspension of Company contributions to the 401(K) program as of June 15, 2009. The Company also implemented a ten week furlough for approximately 80 employees in the Elmira, NY machine manufacturing division. The Company recently announced that it would close its Exeter, England facility and consolidate these operations into its Leicester, England facility.  The Company also announced that it will be consolidating its German and Holland operations into a new technical center near Dusseldorf, Germany which will serve as the European hub of technical and warehousing support for turning, milling and workholding products.

 

On July 21, 2009, the Company reduced its North American workforce by approximately 50 employees in response to continued weakness in demand for capital goods related to global economic conditions.  This workforce reduction represented approximately 10% of the Company’s North America based employment.

 

On August 4, 2009, the Company announced a reduced work week schedule resulting in cutbacks in manufacturing and support operations of 40% in most areas of its Switzerland based grinding operations.  The Company is also planning a workforce reduction of approximately 65 employees in those operations, which would be effective near the end of the year after the statutorily mandated notification period.

 

Company Moving To More Variable Cost Business Model

 

Hardinge also announced today that it will begin the process of outsourcing many of the components and subassemblies for its machines which are currently made in the Elmira facility, and as a result will close significant sections of its manufacturing operation involved in parts production.

 

3



 

“We began an analysis of the Company’s past business performance prior to the collapse of the global manufacturing industry in late 2008.  Our strategic analysis included a review of our market position, the products we offer, our process for designing and building our products, and our methods of delivering and supporting our products to our customers, said Mr. Simons. “We’ve concluded that to remain competitive we must continue to move Hardinge to a more variable cost business model in the U.S.  Our Elmira, NY manufacturing facility has been a vertically integrated operation with machining operations converting parts from raw castings to finished goods.  The cost of supporting the equipment and facility necessary to continue with this business model is prohibitive. Therefore we will begin the process of outsourcing many of the components and subassemblies for machines currently made in this facility, and will be closing significant sections of our manufacturing operation involved in parts production.”

 

Operations which will continue at the Company’s Elmira facility include production of the world famous Hardinge collet ready spindle for use in our lathe products, final assembly of  Super Precision™ and high precision RS and Quest series lathes, manufacture of collets and rotary products, final assembly of Bridgeport kneemills, and development of turnkey solutions for customers. The Company will also continue to manufacture parts in its “Rapid Response” operation which provides repair parts for its large installed base of machines.

 

Mr. Simons continued, “Unfortunately, the changes we are making throughout the Company will have an adverse effect on many Hardinge employees resulting in additional layoffs and reassignments as we close specific sections of the Elmira facility and reduce our global workforce. In addition to the headcount reductions noted above, we anticipate that the changes in Elmira will further reduce the Company’s U.S. workforce by approximately 70 positions or an additional 15%, by year end 2009.”

 

The Company anticipates that it will record a charge for severance related expenses of between $1.3 million and $2.0 million in the second half of the year as a result of the strategic actions described above.  Furthermore, the Company expects that the changes announced today, along with actions taken over the past 12 months, will reduce annual fixed costs by approximately $15.0 million in North American operations on a permanent basis.  In conjunction with these strategic changes, the Company anticipates that it will record a charge of up to $10.0 million for asset write-downs during the second half of the year.

 

Dividend Declared

 

The Hardinge Board of Directors declared a cash dividend of $0.005 per share on the Company’s common stock, payable on September 10, 2009 to stockholders of record as of September 1, 2009.

 

4



 

Conference Call

 

The Company will host an investor call at 11:00 AM (ET) today to discuss results for the second quarter of 2009.  The call can be accessed live at 866-796-3865, or via the internet at http://videonewswire.com/event.asp?id=60917.  A recording of the call can be accessed from the “Investor Relations” section of the Company’s website, www.hardinge.com, where it will be posted for one year.  A recording of the call can also be accessed approximately one hour after its completion by dialing 1-888-284-7564, or 1-904-596-3174 if outside the U.S. & Canada, and entering the reference number: 2368901.  This telephone recording will be available through September 30, 2009.

 

Hardinge is a global designer, manufacturer and distributor of machine tools, specializing in SUPER PRECISION™  and precision CNC Lathes,  high performance Machining Centers, high-end cylindrical and jig Grinding Machines, and technologically advanced Workholding & Rotary Products.  The Company’s products are distributed to most of the industrialized markets around the world with approximately 69% of the 2008 sales outside of North America.  Hardinge has a very diverse international customer base and serves a wide variety of end-user markets.  This customer base includes metalworking manufacturers which make parts for a variety of industries, as well as a wide range of end users in the aerospace, agricultural, transportation, basic consumer goods, communications and electronics, construction, defense, energy, pharmaceutical and medical equipment, and recreation industries, among others..   The Company has manufacturing operations in the United States, Switzerland, Taiwan, and China.  Hardinge’s common stock trades on NASDAQ Global Select Market under the symbol, “HDNG.” For more information, please visit http://www.hardinge.com

 

This news release contains forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended). Such statements are based on management’s current expectations that involve risks and uncertainties. Any statements that are not statements of historical fact or that are about future events may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements. The company’s actual results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

– Financial Tables Follow –

 

5



 

HARDINGE INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

 

 

June 30,

 

December 31,

 

 

 

2009

 

2008

 

 

 

(In Thousands)

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

16,508

 

$

18,430

 

Accounts receivable, net

 

37,630

 

60,110

 

Notes receivable, net

 

1,682

 

994

 

Inventories, net

 

131,149

 

144,957

 

Deferred income tax

 

397

 

398

 

Prepaid expenses

 

10,240

 

10,964

 

Total current assets

 

197,606

 

235,853

 

 

 

 

 

 

 

Property, plant and equipment

 

180,040

 

183,387

 

Less accumulated depreciation

 

123,093

 

123,790

 

Net property, plant and equipment

 

56,947

 

59,597

 

 

 

 

 

 

 

Notes receivable, net

 

744

 

923

 

Deferred income taxes

 

1,460

 

1,406

 

Intangible assets

 

10,516

 

10,725

 

Other long-term assets

 

606

 

1,321

 

Total non-current assets

 

13,326

 

14,375

 

 

 

 

 

 

 

Total assets

 

$

267,879

 

$

309,825

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Accounts payable

 

$

13,432

 

$

20,059

 

Notes payable to bank

 

8,354

 

 

Accrued expenses

 

24,136

 

33,255

 

Accrued income taxes

 

2,178

 

2,911

 

Deferred income taxes

 

3,445

 

3,466

 

Current portion of long-term debt

 

548

 

24,549

 

Total current liabilities

 

52,093

 

84,240

 

 

 

 

 

 

 

Long-term debt

 

3,286

 

3,572

 

Accrued pension expense

 

44,314

 

44,962

 

Deferred income taxes

 

10

 

 

Accrued postretirement benefits

 

2,552

 

2,528

 

Accrued income taxes

 

2,270

 

2,153

 

Other liabilities

 

4,456

 

4,243

 

Total other liabilities

 

56,888

 

57,458

 

 

 

 

 

 

 

Common Stock - $0.01 par value

 

125

 

125

 

Additional paid-in capital

 

114,288

 

114,841

 

Retained earnings

 

82,194

 

92,700

 

Treasury shares – 940,740 shares at June 30, 2009 and 1,003,828 shares at December 31, 2008

 

(12,097

)

(13,037

)

Accumulated other comprehensive (loss)

 

(25,612

)

(26,502

)

Total shareholders’ equity

 

158,898

 

168,127

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

267,879

 

$

309,825

 

 

6



 

HARDINGE INC. AND SUBSIDIARIES

 

Consolidated Statements of Operations

(In Thousands, Except Per Share Data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

55,262

 

$

96,565

 

$

107,376

 

$

182,164

 

Cost of sales

 

42,316

 

66,255

 

80,379

 

126,726

 

Gross profit

 

12,946

 

30,310

 

26,997

 

55,438

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

17,142

 

27,963

 

35,292

 

51,464

 

Other expense (income)

 

637

 

(68

)

448

 

1,956

 

(Loss) income from operations

 

(4,833

)

2,415

 

(8,743

)

2,018

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

241

 

470

 

1,473

 

921

 

Interest (income)

 

(8

)

(143

)

(54

)

(183

)

(Loss) income before income taxes

 

(5,066

)

2,088

 

(10,162

)

1,280

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

(109

)

1,640

 

171

 

1,562

 

Net (loss) income

 

$

(4,957

)

$

448

 

$

(10,333

)

$

(282

)

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (loss) earnings per share:

 

$

(0.44

)

$

0.04

 

$

(0.91

)

$

(0.02

)

Weighted average number of common shares outstanding (in thousands)

 

11,373

 

11,300

 

11,371

 

11,312

 

 

 

 

 

 

 

 

 

 

 

Diluted (loss) earnings per share:

 

$

(0.44

)

$

0.04

 

$

(0.91

)

$

(0.02

)

Weighted average number of common shares outstanding (in thousands)

 

11,373

 

11,370

 

11,371

 

11,312

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.005

 

$

0.05

 

$

0.015

 

$

0.10

 

 

7



 

HARDINGE INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

(In Thousands)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2009

 

2008

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

Net (loss)

 

$

(10,333

)

$

(282

)

Adjustments to reconcile net (loss) to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

4,395

 

5,351

 

Provision for deferred income taxes

 

(355

)

904

 

Loss (gain) on sale of asset

 

59

 

(23

)

Debt issuance amortization

 

1,148

 

180

 

Unrealized intercompany foreign currency transaction (gain) loss

 

(7

)

1,673

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

22,172

 

5,257

 

Notes receivable

 

(519

)

1,357

 

Inventories

 

14,685

 

(561

)

Prepaids/other assets

 

1,256

 

(1,201

)

Accounts payable

 

(6,514

)

(2,819

)

Accrued expenses

 

(9,360

)

(5,296

)

Accrued postretirement benefits

 

21

 

(216

)

Net cash provided by operating activities

 

16,648

 

4,324

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Capital expenditures

 

(1,655

)

(2,514

)

Proceeds from sale of asset

 

9

 

60

 

Net cash used in investing activities

 

(1,646

)

(2,454

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Increase (decrease) in short-term notes payable to bank

 

8,354

 

(2,800

)

(Decrease) increase in long-term debt

 

(24,269

)

910

 

Net purchases of treasury stock

 

 

(589

)

Dividends paid

 

(173

)

(1,148

)

Debt issuance fees paid

 

(706

)

(893

)

Net cash used in financing activities

 

(16,794

)

(4,520

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(130

)

948

 

Net decrease in cash

 

(1,922

)

(1,702

)

 

 

 

 

 

 

Cash at beginning of period

 

18,430

 

16,003

 

 

 

 

 

 

 

Cash at end of period

 

$

16,508

 

$

14,301

 

 

8


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