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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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New York
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16-0470200
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Hardinge Drive
Elmira, NY
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14902
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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NASDAQ Global Select Market
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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PAGE
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Certifications
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North America:
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Canadian Hardinge Machine Tools, Ltd.
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Toronto, Canada
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Forkardt Inc.
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Traverse City, Michigan
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Hardinge Technology Systems, Inc.
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Elmira, New York
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Usach Technologies Inc.
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Elgin, Illinois
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Europe:
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Forkardt Deutschland GmbH
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Ekrath, Germany
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Forkardt SAS
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Noisy le Sec, France
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Hardinge GmbH
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Krefeld, Germany
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Hardinge Holdings GmbH
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St. Gallen, Switzerland
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Hardinge Holdings B.V.
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Amsterdam, Netherlands
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Hardinge Machine Tools B.V.
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Raamsdonksveer, Netherlands
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Jones & Shipman Hardinge Limited
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Leicester, England
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Jones & Shipman SARL
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Bron, France
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L. Kellenberger & Co., AG
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St. Gallen, Switzerland
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Asia and Other:
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Forkardt India LLP
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Hyderabad, India
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Hardinge China Limited
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Hong Kong, People's Republic of China
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Hardinge Machine (Shanghai) Co., Ltd.
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Shanghai, People's Republic of China
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Hardinge Machine Tools B.V., Taiwan Branch
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Nan Tou City, Taiwan, Republic of China
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Hardinge Precision Machinery (Jiaxing) Company, Limited
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Jiaxing, People's Republic of China
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Hardinge Taiwan Precision Machinery Limited
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Nan Tou City, Taiwan, Republic of China
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▪
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Fluctuations in capacity at both OEMs and job shops;
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▪
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The availability of skilled machinists;
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▪
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The need to replace machines that have reached the end of their useful life;
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▪
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The need to replace older machines with new technology that increases productivity, reduces general manufacturing costs, and machines parts in a new way;
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▪
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The evolution of end-use products requiring machining to more specific tolerances;
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▪
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Our customers' use of new materials requiring machining by different processes;
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▪
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General economic and manufacturing industry expansions and contractions; and
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▪
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Changes in manufacturing capabilities in developing regions.
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▪
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A prolonged world-wide economic downturn or economic uncertainty in our principal international markets including Asia and Europe;
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▪
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Changes in political, regulatory, legal, or economic conditions;
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▪
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Restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export duties and quotas, customs duties and tariffs, or trade barriers erected by either the United States or other countries where we do business;
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▪
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Disruptions of capital and trading markets;
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▪
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Changes in import or export licensing requirements;
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▪
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Transportation delays;
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▪
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Civil disturbances or political instability;
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▪
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Geopolitical turmoil, including terrorism or war;
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▪
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Currency restrictions and exchange rate fluctuations;
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▪
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Changes in labor standards;
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▪
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Limitations on our ability under local laws to protect our intellectual property;
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▪
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Nationalization and expropriation;
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▪
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Changes in domestic and foreign tax laws;
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▪
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Difficulty in obtaining distribution and support; and
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▪
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Health epidemics and other localized health risks.
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▪
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Difficulties in integrating the operations, technologies, products and personnel of the acquired companies;
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▪
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Diversion of management's attention from normal daily operations of the business;
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▪
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Potential difficulties in completing projects associated with in-process research and development;
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▪
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Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;
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▪
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Initial dependence on unfamiliar supply chains or relatively small supply partners;
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▪
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Difficulties in predicting market demand for acquired products and technologies and the resultant risk of acquiring excess or obsolete inventory;
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▪
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Insufficient revenues to offset increased expenses associated with acquisitions; and
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▪
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The potential loss of key employees of the acquired companies.
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▪
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Issue common stock that would dilute our current shareholders' percentage ownership;
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▪
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Increase our level of indebtedness;
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▪
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Assume liabilities;
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▪
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Record goodwill and non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges;
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▪
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Incur amortization expenses related to certain intangible assets;
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▪
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Incur large and immediate write-offs and restructuring and other related expenses; and
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▪
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Become subject to litigation.
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▪
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Changes in credit markets that reduce available credit or the ability to renew existing facilities on acceptable terms;
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▪
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A deterioration in our financial condition that would violate current loan agreement covenants or prohibit us from obtaining additional capital from banks, financial institutions, or investors;
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▪
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Extreme volatility in credit markets that increase margin or credit requirements; and
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▪
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Volatility in our results that would substantially increase the cost of our capital.
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▪
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Foreign exchange risks resulting from changes in foreign exchange rates and the implementation or termination of exchange controls; and
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▪
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Limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries.
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▪
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minimum wages;
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▪
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mandated health benefits;
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▪
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paid leaves of absence;
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▪
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mandatory severance payments; and
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▪
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employment taxes.
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Location
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Type of Facility
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Acreage (Land)
Square Footage
(Building)
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Horseheads, New York
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Manufacturing, Engineering, Turnkey Systems, Marketing, Sales, Demonstration, Service, and Administration
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80 acres
515,000 sq. ft.
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Jiaxing, China
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Manufacturing, Engineering, Demonstration, and Administration (Buildings and improvements are owned by the Company; land is under 50-year lease expiring in November 2060)
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7 acres
223,179 sq. ft
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St. Gallen, Switzerland
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Manufacturing, Engineering, Turnkey Systems, Marketing, Sales, Demonstration, Service, and Administration
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8 acres
162,924 sq. ft.
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Nan Tou City, Taiwan
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Manufacturing, Engineering, Marketing, Sales, Demonstration, Service, and Administration
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3 acres
123,204 sq. ft.
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Romanshorn, Switzerland
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Manufacturing
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2 acres
42,324 sq. ft.
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Biel, Switzerland
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Manufacturing, Engineering, Service, and Turnkey Systems
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4 acres
41,500 sq. ft.
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Traverse City, Michigan
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Manufacturing, Engineering, Marketing, Sales, Service, and Administration
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2.4 acres
38,800 sq. ft.
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Location
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Type of Facility
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Square Footage
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Lease
Expiration
Date
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Leicester, England
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Manufacturing, Sales, Marketing, Engineering, Turnkey Systems, Demonstration, Service, and Administration
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55,000 sq. ft.
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3/31/19
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Ekrath, Germany
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Sales, Service, Administration, Engineering, and Marketing
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45,025 sq. ft.
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4/30/2016
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Reutlingen, Germany
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Manufacturing and Engineering
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39,547 sq. ft.
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8/31/19
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Shanghai, China
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Marketing, Engineering, Turnkey Systems, Sales, Service, Demonstration, and Administration
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38,820 sq. ft.
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5/31/18
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Elgin, Illinois
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Manufacturing, Sales, Marketing, Engineering, Turnkey Systems, Demonstration, Service, and Administration
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34,000 sq. ft.
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12/31/17
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Krefeld, Germany
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Sales, Turnkey Systems, Service, Demonstration, and Administration
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14,402 sq. ft.
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3/31/20
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Hyderabad, India
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Manufacturing, Engineering, Marketing, Sales, Service, and Administration
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10,000 sq. ft.
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9/30/16
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Biel, Switzerland
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Manufacturing, Sales, Engineering, Turnkey Systems, Service, and Administration
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7,995 sq. ft.
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6/30/15
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Noisy le Sec, France
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Manufacturing, Engineering, Marketing, Sales, Administration, and Service
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7,320 sq. ft.
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12/31/19
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St. Gallen, Switzerland
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Manufacturing
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7,136 sq. ft.
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12/31/19
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Bron, France
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Marketing, Sales, Administration, and Service
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2,680 sq. ft.
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4/1/23
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2014
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2013
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||||||||||||||||||||
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Values
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Values
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High
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Low
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Dividends
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High
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Low
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Dividends
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||||||||||||
Quarter Ended
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||||||
March 31,
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$
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14.86
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$
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12.86
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$
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0.02
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|
$
|
13.95
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|
$
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10.00
|
|
|
$
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0.02
|
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June 30,
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14.66
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|
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11.40
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|
0.02
|
|
|
14.97
|
|
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11.91
|
|
|
0.02
|
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||||||
September 30,
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13.00
|
|
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10.75
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|
|
0.02
|
|
|
16.88
|
|
|
13.63
|
|
|
0.02
|
|
||||||
December 31,
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12.59
|
|
|
9.77
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|
|
0.02
|
|
|
15.68
|
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|
13.79
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|
0.02
|
|
Fiscal year ended December 31,
|
2009
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2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
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||||||||||||
Hardinge Inc.
|
$
|
100.00
|
|
|
$
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177.92
|
|
|
$
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147.94
|
|
|
$
|
184.21
|
|
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$
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269.72
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$
|
223.60
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|
NASDAQ Composite
|
100.00
|
|
|
118.02
|
|
|
117.04
|
|
|
137.47
|
|
|
192.62
|
|
|
221.02
|
|
||||||
Old Peer Group
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100.00
|
|
|
159.20
|
|
|
149.42
|
|
|
138.66
|
|
|
189.30
|
|
|
185.28
|
|
||||||
New Peer Group
|
100.00
|
|
|
149.81
|
|
|
140.26
|
|
|
128.68
|
|
|
173.15
|
|
|
161.12
|
|
(1)
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2014
and
2013
results include non-cash charges of
$5.8 million
and
$6.2 million
, respectively, for impairment of goodwill and other intangible assets.
$5.8 million
and
$5.1 million
in
2014
and
2013
, respectively, was related to the impairment in the value of goodwill and the trade name associated with the purchase of Usach, and
$1.1 million
in
2013
was related to the impairment of the Forkardt trade name as a result of the Forkardt Swiss business divestiture.
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(2)
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On
December 31, 2013
, the Company divested its Forkardt operations in Switzerland for CHF
5.6 million
, net of cash sold (
$6.3 million
equivalent), resulting in a gain of
$4.9 million
. In March 2014, the Company recognized
$0.2 million
of additional consideration as a result of final working capital adjustments.
|
|
2014
|
|
% of Sales
|
|
2013
|
|
% of Sales
|
|
$
Change |
|
%
Change |
|||||||||
Sales
|
$
|
311,633
|
|
|
|
|
|
$
|
329,459
|
|
|
|
|
$
|
(17,826
|
)
|
|
(5.4
|
)%
|
|
Gross profit
|
86,878
|
|
|
27.9
|
%
|
|
93,239
|
|
|
28.3
|
%
|
|
(6,361
|
)
|
|
(6.8
|
)%
|
|||
Selling, general and administrative expenses
|
81,045
|
|
|
26.0
|
%
|
|
79,533
|
|
|
24.1
|
%
|
|
1,512
|
|
|
1.9
|
%
|
|||
Impairment charges
|
5,766
|
|
|
|
|
|
6,239
|
|
|
|
|
(473
|
)
|
|
(7.6
|
)%
|
||||
Other expense, net
|
514
|
|
|
|
|
471
|
|
|
|
|
43
|
|
|
9.1
|
%
|
|||||
(Loss) income from operations
|
(447
|
)
|
|
(0.1
|
)%
|
|
6,996
|
|
|
2.1
|
%
|
|
(7,443
|
)
|
|
(106.4
|
)%
|
|||
Interest expense, net
|
678
|
|
|
|
|
1,064
|
|
|
|
|
(386
|
)
|
|
(36.3
|
)%
|
|||||
(Loss) income from continuing operations before
income taxes
|
(1,125
|
)
|
|
|
|
|
5,932
|
|
|
|
|
(7,057
|
)
|
|
(119.0
|
)%
|
||||
Income taxes
|
1,233
|
|
|
|
|
1,537
|
|
|
|
|
(304
|
)
|
|
(19.8
|
)%
|
|||||
Net (loss) income from continuing operations
|
(2,358
|
)
|
|
(0.8
|
)%
|
|
4,395
|
|
|
1.3
|
%
|
|
(6,753
|
)
|
|
(153.7
|
)%
|
|||
Gain from disposal of discontinued operation and
income from discontinued operations, net of tax
|
218
|
|
|
|
|
5,532
|
|
|
|
|
(5,314
|
)
|
|
(96.1
|
)%
|
|||||
Net (loss) income
|
$
|
(2,140
|
)
|
|
(0.7
|
)%
|
|
$
|
9,927
|
|
|
3.0
|
%
|
|
$
|
(12,067
|
)
|
|
(121.6
|
)%
|
|
Year Ended
December 31, |
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Sales
|
$
|
243,199
|
|
|
$
|
278,377
|
|
|
$
|
(35,178
|
)
|
|
(12.6
|
)%
|
Segment income
|
3,950
|
|
|
16,338
|
|
|
(12,388
|
)
|
|
(75.8
|
)%
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
MMS
|
|
ATA
|
|
Inter-Segment
Eliminations
|
|
Total
|
||||||||
Sales
|
$
|
243,199
|
|
|
$
|
68,788
|
|
|
$
|
(354
|
)
|
|
$
|
311,633
|
|
Segment income
|
3,950
|
|
|
6,708
|
|
|
|
|
|
10,658
|
|
||||
Unallocated corporate expense
|
|
|
|
|
|
|
|
|
|
(5,540
|
)
|
||||
Acquisition related inventory step-up charge
|
|
|
|
|
|
|
(86
|
)
|
|||||||
Acquisition related expenses
|
|
|
|
|
|
|
(178
|
)
|
|||||||
Impairment charges
|
|
|
|
|
|
|
(5,766
|
)
|
|||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
(678
|
)
|
||||
Other unallocated income
|
|
|
|
|
|
|
|
|
|
465
|
|
||||
Loss from continuing operations, before income taxes
|
|
|
|
|
|
|
$
|
(1,125
|
)
|
|
2013
|
|
% of Sales
|
|
2012
|
|
% of Sales
|
|
$
Change |
|
%
Change |
|||||||||
Sales
|
$
|
329,459
|
|
|
|
|
$
|
334,413
|
|
|
|
|
$
|
(4,954
|
)
|
|
(1.5
|
)%
|
||
Gross profit
|
93,239
|
|
|
28.3
|
%
|
|
96,837
|
|
|
29.0
|
%
|
|
(3,598
|
)
|
|
(3.7
|
)%
|
|||
Selling, general and administrative expenses
|
79,533
|
|
|
24.1
|
%
|
|
76,196
|
|
|
22.8
|
%
|
|
3,337
|
|
|
4.4
|
%
|
|||
Impairment charges
|
6,239
|
|
|
|
|
—
|
|
|
|
|
6,239
|
|
|
NM
|
|
|||||
Other expense, net
|
471
|
|
|
|
|
559
|
|
|
|
|
(88
|
)
|
|
(15.7
|
)%
|
|||||
Income from operations
|
6,996
|
|
|
2.1
|
%
|
|
20,082
|
|
|
6.0
|
%
|
|
(13,086
|
)
|
|
(65.2
|
)%
|
|||
Interest expense, net
|
1,064
|
|
|
|
|
741
|
|
|
|
|
323
|
|
|
43.6
|
%
|
|||||
Income from continuing operations before income
taxes
|
5,932
|
|
|
|
|
19,341
|
|
|
|
|
(13,409
|
)
|
|
(69.3
|
)%
|
|||||
Income taxes
|
1,537
|
|
|
|
|
1,486
|
|
|
|
|
51
|
|
|
3.4
|
%
|
|||||
Net income from continuing operations
|
4,395
|
|
|
1.3
|
%
|
|
17,855
|
|
|
5.3
|
%
|
|
(13,460
|
)
|
|
(75.4
|
)%
|
|||
Gain from disposal of discontinued operation and
income from discontinued operations, net of tax
|
5,532
|
|
|
|
|
—
|
|
|
|
|
5,532
|
|
|
NM
|
|
|||||
Net income
|
$
|
9,927
|
|
|
3.0
|
%
|
|
$
|
17,855
|
|
|
5.3
|
%
|
|
$
|
(7,928
|
)
|
|
(44.4
|
)%
|
|
Year Ended
December 31, |
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
Sales
|
$
|
278,377
|
|
|
$
|
306,328
|
|
|
$
|
(27,951
|
)
|
|
(9.1
|
)%
|
Segment income
|
16,338
|
|
|
22,556
|
|
|
(6,218
|
)
|
|
(27.6
|
)%
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
MMS
|
|
ATA
|
|
Inter-Segment
Eliminations
|
|
Total
|
||||||||
Sales
|
$
|
278,377
|
|
|
$
|
51,553
|
|
|
$
|
(471
|
)
|
|
$
|
329,459
|
|
Segment income
|
16,338
|
|
|
5,689
|
|
|
|
|
|
22,027
|
|
||||
Unallocated corporate expense
|
|
|
|
|
|
|
|
|
|
(4,563
|
)
|
||||
Acquisition related inventory step-up charge
|
|
|
|
|
|
|
(1,927
|
)
|
|||||||
Acquisition related expenses
|
|
|
|
|
|
|
(2,154
|
)
|
|||||||
Impairment charges
|
|
|
|
|
|
|
(6,239
|
)
|
|||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
(1,064
|
)
|
||||
Other unallocated expense
|
|
|
|
|
|
|
(148
|
)
|
|||||||
Income from continuing operations, before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
5,932
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt
|
$
|
3,972
|
|
|
$
|
5,832
|
|
|
$
|
3,134
|
|
|
$
|
3,287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,225
|
|
Operating lease obligations
|
2,356
|
|
|
1,677
|
|
|
1,228
|
|
|
788
|
|
|
386
|
|
|
101
|
|
|
6,536
|
|
|||||||
Purchase commitments
|
25,046
|
|
|
93
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,177
|
|
|||||||
Standby letters of credit
|
8,612
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,678
|
|
|||||||
Total
|
$
|
39,986
|
|
|
$
|
7,668
|
|
|
$
|
4,400
|
|
|
$
|
4,075
|
|
|
$
|
386
|
|
|
$
|
101
|
|
|
$
|
56,616
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
16,293
|
|
|
$
|
34,722
|
|
Restricted cash
|
3,151
|
|
|
4,124
|
|
||
Accounts receivable, net
|
62,877
|
|
|
57,137
|
|
||
Inventories, net
|
111,821
|
|
|
114,064
|
|
||
Other current assets
|
10,545
|
|
|
11,563
|
|
||
Total current assets
|
204,687
|
|
|
221,610
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
65,874
|
|
|
74,656
|
|
||
Goodwill
|
6,698
|
|
|
10,002
|
|
||
Other intangible assets, net
|
30,217
|
|
|
32,063
|
|
||
Other non-current assets
|
3,844
|
|
|
5,852
|
|
||
Total non-current assets
|
106,633
|
|
|
122,573
|
|
||
Total assets
|
$
|
311,320
|
|
|
$
|
344,183
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
|
|
||
Accounts payable
|
$
|
25,592
|
|
|
$
|
24,418
|
|
Accrued expenses
|
25,071
|
|
|
26,346
|
|
||
Customer deposits
|
12,736
|
|
|
15,166
|
|
||
Accrued income taxes
|
646
|
|
|
830
|
|
||
Deferred income taxes
|
2,332
|
|
|
2,569
|
|
||
Contingent consideration
|
—
|
|
|
7,500
|
|
||
Current portion of long-term debt
|
3,972
|
|
|
7,850
|
|
||
Total current liabilities
|
70,349
|
|
|
84,679
|
|
||
|
|
|
|
||||
Long-term debt
|
12,253
|
|
|
18,785
|
|
||
Pension and postretirement liabilities
|
53,119
|
|
|
28,188
|
|
||
Deferred income taxes
|
2,516
|
|
|
4,968
|
|
||
Other liabilities
|
3,487
|
|
|
3,775
|
|
||
Total non-current liabilities
|
71,375
|
|
|
55,716
|
|
||
Commitments and contingencies (see Note 11)
|
|
|
|
|
|
||
Common stock ($0.01 par value, 20,000,000 authorized; 12,825,468 issued and
12,821,768 outstanding as of December 31, 2014, and 12,472,992 issued and 12,397,867 outstanding as of December 31, 2013) |
128
|
|
|
125
|
|
||
Additional paid-in capital
|
120,538
|
|
|
114,951
|
|
||
Retained earnings
|
87,777
|
|
|
90,937
|
|
||
Treasury shares (at cost, 3,700 as of December 31, 2014, and 75,125 as of
December 31, 2013) |
(46
|
)
|
|
(806
|
)
|
||
Accumulated other comprehensive loss
|
(38,801
|
)
|
|
(1,419
|
)
|
||
Total shareholders’ equity
|
169,596
|
|
|
203,788
|
|
||
Total liabilities and shareholders’ equity
|
$
|
311,320
|
|
|
$
|
344,183
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Sales
|
$
|
311,633
|
|
|
$
|
329,459
|
|
|
$
|
334,413
|
|
Cost of sales
|
224,755
|
|
|
236,220
|
|
|
237,576
|
|
|||
Gross profit
|
86,878
|
|
|
93,239
|
|
|
96,837
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
81,045
|
|
|
79,533
|
|
|
76,196
|
|
|||
Impairment charges
|
5,766
|
|
|
6,239
|
|
|
—
|
|
|||
Other expense, net
|
514
|
|
|
471
|
|
|
559
|
|
|||
(Loss) income from operations
|
(447
|
)
|
|
6,996
|
|
|
20,082
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
737
|
|
|
1,128
|
|
|
859
|
|
|||
Interest income
|
(59
|
)
|
|
(64
|
)
|
|
(118
|
)
|
|||
(Loss) income from continuing operations before
income taxes |
(1,125
|
)
|
|
5,932
|
|
|
19,341
|
|
|||
Income taxes
|
1,233
|
|
|
1,537
|
|
|
1,486
|
|
|||
Net (loss) income from continuing operations
|
(2,358
|
)
|
|
4,395
|
|
|
17,855
|
|
|||
|
|
|
|
|
|
||||||
Gain from disposal of discontinued operation, net of tax
|
218
|
|
|
4,890
|
|
|
—
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
642
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(2,140
|
)
|
|
$
|
9,927
|
|
|
$
|
17,855
|
|
|
|
|
|
|
|
||||||
Per share data:
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
(0.19
|
)
|
|
$
|
0.37
|
|
|
$
|
1.53
|
|
Disposal of discontinued operation
|
0.02
|
|
|
0.41
|
|
|
—
|
|
|||
Discontinued operations
|
—
|
|
|
0.06
|
|
|
—
|
|
|||
Basic (loss) earnings per share
|
$
|
(0.17
|
)
|
|
$
|
0.84
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
||||||
Diluted (loss) earnings per share:
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
(0.19
|
)
|
|
$
|
0.37
|
|
|
$
|
1.53
|
|
Disposal of discontinued operation
|
0.02
|
|
|
0.41
|
|
|
—
|
|
|||
Discontinued operations
|
—
|
|
|
0.05
|
|
|
—
|
|
|||
Diluted (loss) earnings per share
|
$
|
(0.17
|
)
|
|
$
|
0.83
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
||||||
Cash dividends declared per share:
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net (loss) income
|
$
|
(2,140
|
)
|
|
$
|
9,927
|
|
|
$
|
17,855
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
(11,893
|
)
|
|
1,939
|
|
|
3,805
|
|
|||
Retirement plans related adjustments
|
(26,163
|
)
|
|
23,689
|
|
|
(8,328
|
)
|
|||
Unrealized (loss) gain on cash flow hedges
|
(281
|
)
|
|
77
|
|
|
651
|
|
|||
Other comprehensive (loss) income before tax
|
(38,337
|
)
|
|
25,705
|
|
|
(3,872
|
)
|
|||
Income tax (benefit) expense
|
(955
|
)
|
|
1,615
|
|
|
(496
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
(37,382
|
)
|
|
24,090
|
|
|
(3,376
|
)
|
|||
Total comprehensive (loss) income
|
$
|
(39,522
|
)
|
|
$
|
34,017
|
|
|
$
|
14,479
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
|
|
|
|
|
|
|
||||
Net (loss) income
|
$
|
(2,140
|
)
|
|
$
|
9,927
|
|
|
$
|
17,855
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Impairment charges
|
5,766
|
|
|
6,239
|
|
|
—
|
|
|||
Depreciation and amortization
|
9,847
|
|
|
9,560
|
|
|
7,451
|
|
|||
Debt issuance costs amortization
|
42
|
|
|
83
|
|
|
78
|
|
|||
Deferred income taxes
|
446
|
|
|
(390
|
)
|
|
(3,250
|
)
|
|||
(Gain) loss on sale of assets
|
(82
|
)
|
|
(62
|
)
|
|
80
|
|
|||
Gain on sale of business
|
(218
|
)
|
|
(4,890
|
)
|
|
—
|
|
|||
Gain on purchase of business
|
(462
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized intercompany foreign currency transaction loss (gain)
|
350
|
|
|
(2,397
|
)
|
|
853
|
|
|||
Changes in operating assets and liabilities, net of businesses acquired:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(7,860
|
)
|
|
(68
|
)
|
|
17,522
|
|
|||
Inventories
|
(1,303
|
)
|
|
20,259
|
|
|
2,365
|
|
|||
Other assets
|
1,655
|
|
|
1,663
|
|
|
4,486
|
|
|||
Accounts payable
|
2,211
|
|
|
(4,083
|
)
|
|
(11,538
|
)
|
|||
Customer deposits
|
(1,783
|
)
|
|
(899
|
)
|
|
(7,876
|
)
|
|||
Accrued expenses
|
(3,281
|
)
|
|
(9,123
|
)
|
|
(4,132
|
)
|
|||
Accrued pension and postretirement liabilities
|
(9
|
)
|
|
9
|
|
|
(455
|
)
|
|||
Net cash provided by operating activities
|
3,179
|
|
|
25,828
|
|
|
23,439
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
|
|
||||
Acquisition of businesses, net of cash acquired
|
(5,683
|
)
|
|
(34,250
|
)
|
|
(8,768
|
)
|
|||
Capital expenditures
|
(3,186
|
)
|
|
(3,871
|
)
|
|
(7,641
|
)
|
|||
Proceeds from disposal of business
|
218
|
|
|
6,255
|
|
|
—
|
|
|||
Proceeds on sales of assets
|
151
|
|
|
179
|
|
|
557
|
|
|||
Net cash used in investing activities
|
(8,500
|
)
|
|
(31,687
|
)
|
|
(15,852
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
|
|
||||
Payment of contingent consideration
|
(7,500
|
)
|
|
(299
|
)
|
|
—
|
|
|||
Proceeds from short-term notes payable to bank
|
21,143
|
|
|
47,733
|
|
|
51,626
|
|
|||
Repayments of short-term notes payable to bank
|
(21,143
|
)
|
|
(59,025
|
)
|
|
(53,537
|
)
|
|||
Proceeds from long-term debt
|
—
|
|
|
33,821
|
|
|
1,268
|
|
|||
Repayments of long-term debt
|
(9,296
|
)
|
|
(15,743
|
)
|
|
(1,562
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(687
|
)
|
|
—
|
|
|||
Dividends paid
|
(1,012
|
)
|
|
(944
|
)
|
|
(931
|
)
|
|||
Net proceeds from sales of common stock
|
5,678
|
|
|
8,884
|
|
|
—
|
|
|||
Other financing activities
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Net cash (used in) provided by financing activities
|
(12,130
|
)
|
|
13,740
|
|
|
(3,139
|
)
|
|||
Effect of exchange rate changes on cash
|
(978
|
)
|
|
(14
|
)
|
|
671
|
|
|||
Net (decrease) increase in cash
|
(18,429
|
)
|
|
7,867
|
|
|
5,119
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of period
|
34,722
|
|
|
26,855
|
|
|
21,736
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
16,293
|
|
|
$
|
34,722
|
|
|
$
|
26,855
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Total Shareholders' Equity
|
||||||||||||
Balance at December 31, 2011
|
$
|
125
|
|
|
$
|
114,369
|
|
|
$
|
65,041
|
|
|
$
|
(10,379
|
)
|
|
$
|
(22,133
|
)
|
|
$
|
147,023
|
|
Net income
|
—
|
|
|
—
|
|
|
17,855
|
|
|
—
|
|
|
—
|
|
|
17,855
|
|
||||||
Other comprehensive loss, net of
tax |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,376
|
)
|
|
(3,376
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(935
|
)
|
|
—
|
|
|
—
|
|
|
(935
|
)
|
||||||
Shares issued pursuant to long-term
incentive plan |
—
|
|
|
(843
|
)
|
|
—
|
|
|
843
|
|
|
—
|
|
|
—
|
|
||||||
Amortization (long-term incentive
plan) |
—
|
|
|
662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662
|
|
||||||
Net issuance of treasury stock
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
94
|
|
|
—
|
|
|
(22
|
)
|
||||||
Balance at December 31, 2012
|
125
|
|
|
114,072
|
|
|
81,961
|
|
|
(9,442
|
)
|
|
(25,509
|
)
|
|
161,207
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
9,927
|
|
|
—
|
|
|
—
|
|
|
9,927
|
|
||||||
Other comprehensive income, net of
tax |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,090
|
|
|
24,090
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(951
|
)
|
|
—
|
|
|
—
|
|
|
(951
|
)
|
||||||
Shares issued pursuant to long-term
incentive plan |
—
|
|
|
(530
|
)
|
|
—
|
|
|
530
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued
|
—
|
|
|
838
|
|
|
—
|
|
|
8,040
|
|
|
—
|
|
|
8,878
|
|
||||||
Amortization (long-term incentive
plan) |
—
|
|
|
621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
621
|
|
||||||
Net issuance of treasury stock
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
66
|
|
|
—
|
|
|
16
|
|
||||||
Balance at December 31, 2013
|
125
|
|
|
114,951
|
|
|
90,937
|
|
|
(806
|
)
|
|
(1,419
|
)
|
|
203,788
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
(2,140
|
)
|
|
—
|
|
|
—
|
|
|
(2,140
|
)
|
||||||
Other comprehensive loss, net of
tax |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,382
|
)
|
|
(37,382
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(1,020
|
)
|
|
—
|
|
|
—
|
|
|
(1,020
|
)
|
||||||
Shares issued pursuant to long-term
incentive plan |
—
|
|
|
101
|
|
|
—
|
|
|
220
|
|
|
—
|
|
|
321
|
|
||||||
Shares exercised pursuant to long-
term incentive plan |
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Shares forfeited pursuant to long-
term incentive plan |
—
|
|
|
(39
|
)
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(85
|
)
|
||||||
Common shares issued
|
3
|
|
|
4,941
|
|
|
—
|
|
|
586
|
|
|
—
|
|
|
5,530
|
|
||||||
Amortization (long-term incentive
plan) |
—
|
|
|
414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
414
|
|
||||||
Net issuance of treasury stock
|
—
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
||||||
Balance at December 31, 2014
|
$
|
128
|
|
|
$
|
120,538
|
|
|
$
|
87,777
|
|
|
$
|
(46
|
)
|
|
$
|
(38,801
|
)
|
|
$
|
169,596
|
|
Buildings
|
40
|
Machinery
|
12
|
Patterns, tools, jigs and furniture and fixtures
|
10
|
Office and computer equipment
|
5
|
|
September 22, 2014
|
||
Assets Acquired
|
|
||
Inventories
|
$
|
2,984
|
|
Property, plant and equipment
|
259
|
|
|
Drawings, customer lists, and other intangible assets
|
131
|
|
|
Total assets acquired
|
3,374
|
|
|
Liabilities Assumed
|
|
||
Warranties
|
600
|
|
|
Deferred tax liability
|
162
|
|
|
Net assets acquired
|
2,612
|
|
|
Total purchase price
|
2,150
|
|
|
Bargain purchase gain
|
$
|
(462
|
)
|
|
May 9, 2013
|
||
Assets Acquired
|
|
||
Accounts receivable
|
$
|
5,521
|
|
Inventories
|
5,357
|
|
|
Other current assets
|
1,257
|
|
|
Property, plant and equipment
|
6,271
|
|
|
Other non-current assets
|
105
|
|
|
Trade name, customer list, and other intangible assets
|
14,614
|
|
|
Total assets acquired
|
33,125
|
|
|
Liabilities Assumed
|
|
||
Accounts payable and other current liabilities
|
3,413
|
|
|
Other non-current liabilities
|
1,278
|
|
|
Net assets acquired
|
28,434
|
|
|
Total purchase price
|
34,250
|
|
|
Goodwill
|
$
|
5,816
|
|
|
Year Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Sales
|
$
|
318,061
|
|
|
$
|
359,973
|
|
Net (loss) income from continuing operations
(1)
|
(7,402
|
)
|
|
5,406
|
|
||
Diluted (loss) earnings per share from continuing operations
|
$
|
(0.58
|
)
|
|
$
|
0.45
|
|
(1)
|
The pro forma results above include abbreviated financial results for Voumard, consisting of revenues and direct expenses for that product line. During the
year
ended
December 31, 2014
, but prior to its acquisition by the Company, the Voumard business incurred
$4.9 million
in restructuring charges, which included inventory write-offs, headcount reductions and other related costs. These amounts are included in the pro forma information presented above.
|
|
December 20, 2012
|
||
Assets Acquired
|
|
||
Cash and cash equivalents
|
$
|
2,482
|
|
Accounts receivable
|
2,514
|
|
|
Inventories
|
5,167
|
|
|
Other current assets
|
788
|
|
|
Property, plant and equipment
|
62
|
|
|
Trade name, customer list, and other intangible assets
|
9,400
|
|
|
Total assets acquired
|
20,413
|
|
|
Liabilities Assumed
|
|
||
Accounts payable and other current liabilities
|
6,807
|
|
|
Other non-current liabilities
|
3,513
|
|
|
Net assets acquired
|
10,093
|
|
|
Total purchase price
|
18,750
|
|
|
Goodwill
|
$
|
8,657
|
|
Level 1
|
—
|
Quoted prices in active markets for identical assets and liabilities.
|
|
|
|
Level 2
|
—
|
Observable inputs other than quoted prices in active markets for similar assets and liabilities.
|
|
|
|
Level 3
|
—
|
Inputs for which significant valuation assumptions are unobservable in a market and therefore value is based on the best available data, some of which is internally developed and considers risk premiums that a market participant would require.
|
|
December 31, 2014
|
|
December 31, 2013
|
|
Level of Fair Value Hierarchy
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
16,293
|
|
|
$
|
16,293
|
|
|
$
|
34,722
|
|
|
$
|
34,722
|
|
|
Level 1
|
Restricted cash
|
3,151
|
|
|
3,151
|
|
|
4,124
|
|
|
4,124
|
|
|
Level 1
|
||||
Foreign currency forward contracts
|
307
|
|
|
307
|
|
|
285
|
|
|
285
|
|
|
Level 2
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Variable interest rate debt
|
16,225
|
|
|
16,225
|
|
|
26,635
|
|
|
26,635
|
|
|
Level 2
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
7,500
|
|
|
7,500
|
|
|
Level 3
|
||||
Foreign currency forward contracts
|
629
|
|
|
629
|
|
|
872
|
|
|
872
|
|
|
Level 2
|
|
Contingent Consideration
|
||
Balance at December 31, 2013
|
$
|
7,500
|
|
Current period settlements (payments)
|
(7,500
|
)
|
|
Balance at December 31, 2014
|
$
|
—
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Foreign currency forwards designated as hedges:
|
|
|
|
|
|
||
Other current assets
|
$
|
237
|
|
|
$
|
144
|
|
Accrued expenses
|
(385
|
)
|
|
(249
|
)
|
||
Foreign currency forwards not designated as hedges:
|
|
|
|
|
|
||
Other current assets
|
70
|
|
|
141
|
|
||
Accrued expenses
|
(244
|
)
|
|
(623
|
)
|
||
Foreign currency forwards, net
|
$
|
(322
|
)
|
|
$
|
(587
|
)
|
Unobservable inputs
|
|
Range
|
|||
Discount rate
|
|
19.0
|
%
|
-
|
22.0%
|
Royalty rate
|
|
2.0
|
%
|
-
|
3.0%
|
Long term growth rate
|
|
3.0%
|
|
December 31, 2014
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Growth funds
(1)
|
$
|
43,676
|
|
|
$
|
43,676
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income funds
(2)
|
25,800
|
|
|
25,800
|
|
|
—
|
|
|
—
|
|
||||
Growth and income funds
(3)
|
81,301
|
|
|
—
|
|
|
81,301
|
|
|
—
|
|
||||
Hedge funds
(4)
|
27,820
|
|
|
—
|
|
|
—
|
|
|
27,820
|
|
||||
Real estate funds
|
3,100
|
|
|
707
|
|
|
2,393
|
|
|
—
|
|
||||
Other assets
|
1,401
|
|
|
602
|
|
|
799
|
|
|
—
|
|
||||
Cash and cash equivalents
|
2,883
|
|
|
2,883
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
185,981
|
|
|
$
|
73,668
|
|
|
$
|
84,493
|
|
|
$
|
27,820
|
|
|
December 31, 2013
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Growth funds
(1)
|
$
|
49,408
|
|
|
$
|
49,408
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income funds
(2)
|
23,925
|
|
|
23,925
|
|
|
—
|
|
|
—
|
|
||||
Growth and income funds
(3)
|
83,759
|
|
|
—
|
|
|
83,759
|
|
|
—
|
|
||||
Hedge funds
(4)
|
25,624
|
|
|
—
|
|
|
—
|
|
|
25,624
|
|
||||
Real estate funds
|
3,279
|
|
|
731
|
|
|
2,548
|
|
|
—
|
|
||||
Other assets
|
1,040
|
|
|
594
|
|
|
446
|
|
|
—
|
|
||||
Cash and cash equivalents
|
6,394
|
|
|
6,394
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
193,429
|
|
|
$
|
81,052
|
|
|
$
|
86,753
|
|
|
$
|
25,624
|
|
|
Year Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Balance at beginning of year
|
$
|
25,624
|
|
|
$
|
22,615
|
|
Purchases
|
1,500
|
|
|
—
|
|
||
Sales and settlements
|
(420
|
)
|
|
(71
|
)
|
||
Unrealized gains
|
1,117
|
|
|
3,067
|
|
||
Realized (losses) gains
|
(1
|
)
|
|
13
|
|
||
Balance at end of year
|
$
|
27,820
|
|
|
$
|
25,624
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Raw materials and purchased components
|
$
|
36,717
|
|
|
$
|
32,046
|
|
Work-in-process
|
28,504
|
|
|
28,591
|
|
||
Finished products
|
46,600
|
|
|
53,427
|
|
||
Inventories, net
|
$
|
111,821
|
|
|
$
|
114,064
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Land, buildings and improvements
|
$
|
83,119
|
|
|
$
|
88,295
|
|
Machinery, equipment and fixtures
|
78,003
|
|
|
80,584
|
|
||
Office furniture, equipment and vehicles
|
22,265
|
|
|
23,421
|
|
||
Construction in progress
|
399
|
|
|
217
|
|
||
|
183,786
|
|
|
192,517
|
|
||
Accumulated depreciation
|
(117,912
|
)
|
|
(117,861
|
)
|
||
Property, plant and equipment, net
|
$
|
65,874
|
|
|
$
|
74,656
|
|
(1)
|
During the
year
ended
December 31, 2014
, the Company reclassified balances related to cost and accumulated depreciation. The net property, plant and equipment balance was not impacted by this adjustment. The
December 31, 2013
balances have been reclassified to reflect the proper presentation.
|
|
MMS
|
|
ATA
|
|
Total
|
||||||
Goodwill
|
$
|
32,434
|
|
|
$
|
—
|
|
|
$
|
32,434
|
|
Accumulated impairment losses
|
(23,777
|
)
|
|
—
|
|
|
(23,777
|
)
|
|||
Balance at December 31, 2012
|
8,657
|
|
|
—
|
|
|
8,657
|
|
|||
|
|
|
|
|
|
||||||
Acquisition of Forkardt
|
—
|
|
|
5,816
|
|
|
5,816
|
|
|||
Impairment loss
|
(3,809
|
)
|
|
—
|
|
|
(3,809
|
)
|
|||
Disposal of Forkardt Switzerland
|
—
|
|
|
(662
|
)
|
|
(662
|
)
|
|||
|
(3,809
|
)
|
|
5,154
|
|
|
1,345
|
|
|||
|
|
|
|
|
|
|
|||||
Goodwill
(1)
|
32,434
|
|
|
5,154
|
|
|
37,588
|
|
|||
Accumulated impairment losses
|
(27,586
|
)
|
|
—
|
|
|
(27,586
|
)
|
|||
Balance at December 31, 2013
|
4,848
|
|
|
5,154
|
|
|
10,002
|
|
|||
|
|
|
|
|
|
||||||
Acquisition of Forkardt India
|
—
|
|
|
1,626
|
|
|
1,626
|
|
|||
Impairment loss
|
(4,848
|
)
|
|
—
|
|
|
(4,848
|
)
|
|||
Currency translation adjustments
|
—
|
|
|
(82
|
)
|
|
(82
|
)
|
|||
|
(4,848
|
)
|
|
1,544
|
|
|
(3,304
|
)
|
|||
|
|
|
|
|
|
||||||
Goodwill
|
32,434
|
|
|
6,698
|
|
|
39,132
|
|
|||
Accumulated impairment losses
|
(32,434
|
)
|
|
—
|
|
|
(32,434
|
)
|
|||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
6,698
|
|
|
$
|
6,698
|
|
(1)
|
In accordance with business combination guidance, changes to the purchase price allocation are adjusted retrospectively to the consolidated financial results. The values above include measurement period adjustments recorded in the
year
ended
December 31, 2014
to primarily revise the fair value of other current assets, accrued
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Gross amortizable intangible assets:
|
|
|
|
|
|
||
Technical know-how
|
$
|
12,984
|
|
|
$
|
12,409
|
|
Customer lists
|
9,047
|
|
|
8,425
|
|
||
Land rights
|
2,796
|
|
|
2,865
|
|
||
Patents, trade names, drawings, and other
|
4,345
|
|
|
3,571
|
|
||
Total gross amortizable intangible assets
|
29,172
|
|
|
27,270
|
|
||
|
|
|
|
||||
Accumulated amortization:
|
|
|
|
|
|
||
Technical know-how
|
(5,730
|
)
|
|
(4,603
|
)
|
||
Customer lists
|
(871
|
)
|
|
(416
|
)
|
||
Land rights
|
(228
|
)
|
|
(177
|
)
|
||
Patents, trade names, drawings, and other
|
(3,227
|
)
|
|
(3,085
|
)
|
||
Total accumulated amortization
|
(10,056
|
)
|
|
(8,281
|
)
|
||
Amortizable intangible assets, net
|
19,116
|
|
|
18,989
|
|
||
|
|
|
|
||||
Indefinite lived intangible assets:
|
|
|
|
|
|
||
Trade names
|
11,101
|
|
|
13,074
|
|
||
|
|
|
|
|
|
||
Intangible assets other than goodwill, net
|
$
|
30,217
|
|
|
$
|
32,063
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Amortization expense
|
$
|
1,810
|
|
|
$
|
1,553
|
|
|
$
|
781
|
|
Fiscal Year
|
|
Future Estimated Amortization
|
||
2015
|
|
$
|
1,800
|
|
2016
|
|
1,275
|
|
|
2017
|
|
1,235
|
|
|
2018
|
|
1,077
|
|
|
2019
|
|
1,060
|
|
|
Thereafter
|
|
12,669
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Mortgage loans
|
$
|
2,965
|
|
|
$
|
4,191
|
|
Construction loan
|
—
|
|
|
1,486
|
|
||
Term loans
|
13,260
|
|
|
20,958
|
|
||
Total long-term debt
|
16,225
|
|
|
26,635
|
|
||
Current portion
|
(3,972
|
)
|
|
(7,850
|
)
|
||
Total long-term debt, less current portion
|
$
|
12,253
|
|
|
$
|
18,785
|
|
Year
|
|
Amount
|
||
2015
|
|
$
|
3,972
|
|
2016
|
|
5,832
|
|
|
2017
|
|
3,134
|
|
|
2018
|
|
3,287
|
|
|
|
|
$
|
16,225
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance at beginning of year
|
$
|
3,449
|
|
|
$
|
3,432
|
|
Warranties issued
|
2,477
|
|
|
2,992
|
|
||
Warranty settlement costs
|
(2,219
|
)
|
|
(2,514
|
)
|
||
Changes in accruals for pre-existing warranties
|
(161
|
)
|
|
(671
|
)
|
||
Other adjustments
(1)
|
600
|
|
|
179
|
|
||
Currency translation adjustments
|
(255
|
)
|
|
31
|
|
||
Balance at end of year
|
$
|
3,891
|
|
|
$
|
3,449
|
|
(1)
|
Represents the warranty liabilities assumed in connection with the Voumard acquisition in 2014 and the Forkardt acquisition in 2013. Refer to
Note 2. "Acquisitions"
for details.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
$
|
(7,230
|
)
|
|
$
|
(950
|
)
|
|
$
|
(4,142
|
)
|
Foreign
|
6,105
|
|
|
6,882
|
|
|
23,483
|
|
|||
Total
|
$
|
(1,125
|
)
|
|
$
|
5,932
|
|
|
$
|
19,341
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
State
|
$
|
47
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
Foreign
|
740
|
|
|
1,929
|
|
|
4,736
|
|
|||
Total current
|
787
|
|
|
1,927
|
|
|
4,736
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(386
|
)
|
|
(410
|
)
|
|
(2,720
|
)
|
|||
Foreign
|
832
|
|
|
20
|
|
|
(530
|
)
|
|||
Total deferred
|
446
|
|
|
(390
|
)
|
|
(3,250
|
)
|
|||
Total income tax expense
|
$
|
1,233
|
|
|
$
|
1,537
|
|
|
$
|
1,486
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Federal income taxes at statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Taxes on foreign income which differ from the U.S. statutory rate
|
13.9
|
|
|
(2.1
|
)
|
|
(18.1
|
)
|
Effect of change in the enacted rate
|
—
|
|
|
3.1
|
|
|
(1.3
|
)
|
Change in valuation allowance
|
158.4
|
|
|
(63.4
|
)
|
|
(46.0
|
)
|
U.S. taxation of international operations
|
(170.1
|
)
|
|
12.0
|
|
|
37.3
|
|
Change in estimated liabilities
|
26.8
|
|
|
0.1
|
|
|
0.4
|
|
Non-deductible items
|
(170.9
|
)
|
|
41.3
|
|
|
—
|
|
State and local income taxes
|
(2.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(109.6
|
)%
|
|
25.9
|
%
|
|
7.7
|
%
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Federal, state, and foreign net operating losses
|
$
|
21,301
|
|
|
$
|
26,622
|
|
State tax credit carryforwards
|
—
|
|
|
6,933
|
|
||
Postretirement benefits
|
655
|
|
|
649
|
|
||
Deferred employee benefits
|
2,450
|
|
|
1,937
|
|
||
Accrued pension
|
14,861
|
|
|
7,411
|
|
||
Inventory valuation
|
3,445
|
|
|
3,037
|
|
||
Foreign tax credit carryforwards
|
5,030
|
|
|
4,502
|
|
||
Other
|
3,155
|
|
|
3,262
|
|
||
|
50,897
|
|
|
54,353
|
|
||
Less valuation allowance
|
(44,789
|
)
|
|
(49,297
|
)
|
||
Total deferred tax assets
|
6,108
|
|
|
5,056
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Tax over book depreciation
|
(3,997
|
)
|
|
(4,499
|
)
|
||
Inventory valuation
|
(2,103
|
)
|
|
(2,291
|
)
|
||
Intangible assets
|
(1,672
|
)
|
|
(1,831
|
)
|
||
Other
|
(477
|
)
|
|
(1,059
|
)
|
||
Total deferred tax liabilities
|
(8,249
|
)
|
|
(9,680
|
)
|
||
Net deferred tax liabilities
|
$
|
(2,141
|
)
|
|
$
|
(4,624
|
)
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
$
|
2,743
|
|
|
$
|
2,514
|
|
|
$
|
2,333
|
|
Additions for acquired subsidiaries
|
—
|
|
|
267
|
|
|
—
|
|
|||
Additions for tax positions related to the current year
|
182
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
430
|
|
|
150
|
|
|
235
|
|
|||
Reductions for tax positions of prior years
|
(393
|
)
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions related to the current year
|
—
|
|
|
(57
|
)
|
|
—
|
|
|||
Reductions due to lapse of applicable statutes of limitation
|
(620
|
)
|
|
(131
|
)
|
|
(54
|
)
|
|||
Balance at end of year
|
$
|
2,342
|
|
|
$
|
2,743
|
|
|
$
|
2,514
|
|
Year
|
|
Amount
|
||
2015
|
|
$
|
2,356
|
|
2016
|
|
1,677
|
|
|
2017
|
|
1,228
|
|
|
2018
|
|
788
|
|
|
2019
|
|
386
|
|
|
Thereafter
|
|
101
|
|
|
Total
|
|
$
|
6,536
|
|
|
Common Stock
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Balance at beginning of year
|
12,397,867
|
|
|
11,732,714
|
|
|
11,659,012
|
|
Shares issued under stock offering program
|
403,863
|
|
|
610,389
|
|
|
—
|
|
Shares distributed/exercised
|
23,738
|
|
|
79,530
|
|
|
113,439
|
|
Shares purchased
|
—
|
|
|
(24,766
|
)
|
|
(39,737
|
)
|
Shares forfeited
|
(3,700
|
)
|
|
—
|
|
|
—
|
|
Balance at end of year
|
12,821,768
|
|
|
12,397,867
|
|
|
11,732,714
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in benefit obligation
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
216,306
|
|
|
$
|
223,780
|
|
|
$
|
1,769
|
|
|
$
|
2,312
|
|
Service cost
|
1,421
|
|
|
1,401
|
|
|
11
|
|
|
18
|
|
||||
Interest cost
|
8,426
|
|
|
7,380
|
|
|
87
|
|
|
92
|
|
||||
Plan participants' contributions
|
1,501
|
|
|
1,567
|
|
|
326
|
|
|
375
|
|
||||
Actuarial loss (gain)
|
34,840
|
|
|
(12,208
|
)
|
|
10
|
|
|
(452
|
)
|
||||
Foreign currency impact
|
(11,792
|
)
|
|
2,463
|
|
|
—
|
|
|
—
|
|
||||
Benefits and administrative expenses paid
|
(11,985
|
)
|
|
(7,760
|
)
|
|
(397
|
)
|
|
(604
|
)
|
||||
Settlements
|
(3,284
|
)
|
|
(628
|
)
|
|
—
|
|
|
—
|
|
||||
Acquisitions
|
—
|
|
|
311
|
|
|
—
|
|
|
28
|
|
||||
Benefit obligation at end of year
|
235,433
|
|
|
216,306
|
|
|
1,806
|
|
|
1,769
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
193,429
|
|
|
176,693
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
14,688
|
|
|
18,233
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
2,644
|
|
|
2,732
|
|
|
71
|
|
|
229
|
|
||||
Plan participants' contributions
|
1,501
|
|
|
1,567
|
|
|
326
|
|
|
375
|
|
||||
Foreign currency impact
|
(11,012
|
)
|
|
2,592
|
|
|
—
|
|
|
—
|
|
||||
Benefits and administrative expenses paid
|
(11,985
|
)
|
|
(7,760
|
)
|
|
(397
|
)
|
|
(604
|
)
|
||||
Settlements
|
(3,284
|
)
|
|
(628
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
185,981
|
|
|
193,429
|
|
|
—
|
|
|
—
|
|
||||
Funded status of plans
|
$
|
(49,452
|
)
|
|
$
|
(22,877
|
)
|
|
$
|
(1,806
|
)
|
|
$
|
(1,769
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-current assets
|
$
|
2,318
|
|
|
$
|
4,023
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(253
|
)
|
|
(232
|
)
|
|
(112
|
)
|
|
(131
|
)
|
||||
Non-current liabilities
|
(51,517
|
)
|
|
(26,668
|
)
|
|
(1,694
|
)
|
|
(1,638
|
)
|
||||
Net amount recognized
|
$
|
(49,452
|
)
|
|
$
|
(22,877
|
)
|
|
$
|
(1,806
|
)
|
|
$
|
(1,769
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in Accumulated Other Comprehensive (Loss)
consists of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net actuarial (loss) gain
|
$
|
(75,220
|
)
|
|
$
|
(50,580
|
)
|
|
$
|
657
|
|
|
$
|
724
|
|
Transition asset
|
500
|
|
|
850
|
|
|
—
|
|
|
—
|
|
||||
Prior service credit
|
2,126
|
|
|
3,232
|
|
|
—
|
|
|
—
|
|
||||
Accumulated other comprehensive (loss) income
|
(72,594
|
)
|
|
(46,498
|
)
|
|
657
|
|
|
724
|
|
||||
Accumulated contributions in excess (deficit) of net periodic benefit cost
|
23,142
|
|
|
23,621
|
|
|
(2,463
|
)
|
|
(2,493
|
)
|
||||
Net deficit recognized in Consolidated Balance Sheets
|
$
|
(49,452
|
)
|
|
$
|
(22,877
|
)
|
|
$
|
(1,806
|
)
|
|
$
|
(1,769
|
)
|
|
Pension Benefits
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Projected benefit obligations
|
$
|
228,138
|
|
|
$
|
128,638
|
|
Fair value of plan assets
|
176,367
|
|
|
101,738
|
|
||
Excess of projected benefit obligations over plan assets
|
$
|
51,771
|
|
|
$
|
26,900
|
|
|
Pension Benefits
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Accumulated benefit obligations
|
$
|
223,921
|
|
|
$
|
127,692
|
|
Fair value of plan assets
|
175,766
|
|
|
101,145
|
|
||
Excess of accumulated benefit obligations over plan assets
|
$
|
48,155
|
|
|
$
|
26,547
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
$
|
1,421
|
|
|
$
|
1,401
|
|
|
$
|
1,246
|
|
|
$
|
11
|
|
|
$
|
18
|
|
|
$
|
18
|
|
Interest cost
|
8,426
|
|
|
7,380
|
|
|
8,159
|
|
|
87
|
|
|
92
|
|
|
111
|
|
||||||
Expected return on plan assets
|
(9,892
|
)
|
|
(9,464
|
)
|
|
(9,495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(399
|
)
|
|
(393
|
)
|
|
(54
|
)
|
|
—
|
|
|
(254
|
)
|
|
(353
|
)
|
||||||
Amortization of transition asset
|
(276
|
)
|
|
(272
|
)
|
|
(269
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
810
|
|
|
229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment gain
|
(409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of loss (gain)
|
1,719
|
|
|
3,223
|
|
|
2,417
|
|
|
(57
|
)
|
|
(5
|
)
|
|
(7
|
)
|
||||||
Net periodic benefit cost (income)
|
$
|
1,400
|
|
|
$
|
2,104
|
|
|
$
|
2,004
|
|
|
$
|
41
|
|
|
$
|
(149
|
)
|
|
$
|
(231
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Net loss (gain) arising during year
|
$
|
30,044
|
|
|
$
|
(20,977
|
)
|
|
$
|
12,533
|
|
|
$
|
10
|
|
|
$
|
(452
|
)
|
|
$
|
30
|
|
Amortization of transition asset
|
286
|
|
|
272
|
|
|
269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
808
|
|
|
393
|
|
|
54
|
|
|
—
|
|
|
254
|
|
|
353
|
|
||||||
Other gain
|
—
|
|
|
—
|
|
|
(3,216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of (gain) loss
|
(2,539
|
)
|
|
(3,452
|
)
|
|
(2,417
|
)
|
|
57
|
|
|
5
|
|
|
7
|
|
||||||
Foreign currency exchange impact
|
(2,503
|
)
|
|
268
|
|
|
713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive
(income) loss
|
26,096
|
|
|
(23,496
|
)
|
|
7,936
|
|
|
67
|
|
|
(193
|
)
|
|
390
|
|
||||||
Net recognized in net periodic benefit cost and
other comprehensive (income) loss
|
$
|
27,496
|
|
|
$
|
(21,392
|
)
|
|
$
|
9,940
|
|
|
$
|
108
|
|
|
$
|
(342
|
)
|
|
$
|
159
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Assumptions at January 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
For the domestic plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
5.24
|
%
|
|
4.31
|
%
|
|
5.11
|
%
|
|
5.13
|
%
|
|
4.21
|
%
|
|
4.92
|
%
|
Expected return on plan assets
|
7.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
For the foreign plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
2.57
|
%
|
|
2.34
|
%
|
|
3.01
|
%
|
|
|
|
|
|
|
|
|
|
Weighted average expected return on plan assets
|
4.03
|
%
|
|
3.91
|
%
|
|
4.07
|
%
|
|
|
|
|
|
|
|
|
|
Weighted average rate of compensation increase
|
1.64
|
%
|
|
2.51
|
%
|
|
2.51
|
%
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Assumptions at December 31
|
|
|
|
|
|
|
|
||||
For the domestic plans:
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.28
|
%
|
|
5.24
|
%
|
|
4.23
|
%
|
|
5.13
|
%
|
For the foreign pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
1.43
|
%
|
|
2.75
|
%
|
|
|
|
|
|
|
Weighted average rate of compensation increase
|
1.76
|
%
|
|
1.76
|
%
|
|
|
|
|
|
|
Year
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
2015
|
|
$
|
9,107
|
|
|
$
|
113
|
|
2016
|
|
9,264
|
|
|
118
|
|
||
2017
|
|
9,971
|
|
|
120
|
|
||
2018
|
|
10,725
|
|
|
124
|
|
||
2019
|
|
11,107
|
|
|
128
|
|
||
Thereafter
|
|
58,934
|
|
|
585
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Restricted stock/unit awards
|
$
|
409
|
|
|
$
|
363
|
|
|
$
|
421
|
|
Performance share incentives
|
(80
|
)
|
|
258
|
|
|
241
|
|
|||
Total stock-based compensation expense
|
$
|
329
|
|
|
$
|
621
|
|
|
$
|
662
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
RSAs outstanding at beginning of year
|
165,875
|
|
|
212,340
|
|
|
264,640
|
|
|||
Awarded
|
—
|
|
|
45,375
|
|
|
70,500
|
|
|||
Vested
|
—
|
|
|
(91,840
|
)
|
|
(111,300
|
)
|
|||
Canceled or forfeited
|
(5,700
|
)
|
|
—
|
|
|
(11,500
|
)
|
|||
RSAs outstanding at end of year
|
160,175
|
|
|
165,875
|
|
|
212,340
|
|
|||
|
|
|
|
|
|
||||||
Unamortized deferred compensation cost (in millions)
|
$
|
0.7
|
|
|
$
|
1.2
|
|
|
$
|
0.9
|
|
Expected weighted-average recognition period for unrecognized compensation
cost (in years)
|
1.64
|
|
|
2.64
|
|
|
2.63
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
PSIs outstanding at beginning of year
|
105,875
|
|
|
102,500
|
|
|
54,000
|
|
|||
Awarded
|
—
|
|
|
3,375
|
|
|
52,500
|
|
|||
Canceled or forfeited
|
(1,875
|
)
|
|
—
|
|
|
(4,000
|
)
|
|||
PSIs outstanding at end of year
|
104,000
|
|
|
105,875
|
|
|
102,500
|
|
|||
|
|
|
|
|
|
||||||
Unamortized deferred compensation cost (in millions)
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
0.7
|
|
Expected weighted-average recognition period for unrecognized compensation
cost (in years)
|
2.13
|
|
|
3.16
|
|
|
4.16
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Foreign
currency translation adjustments |
|
Retirement
plans related adjustments |
|
Unrealized
gain (loss) on
cash flow
hedges
|
|
Accumulated
other
comprehensive
loss
|
||||||||
Beginning balance, net of tax
|
$
|
38,663
|
|
|
$
|
(40,213
|
)
|
|
$
|
131
|
|
|
$
|
(1,419
|
)
|
Other comprehensive loss before reclassifications
|
(11,893
|
)
|
|
(24,775
|
)
|
|
(430
|
)
|
|
(37,098
|
)
|
||||
Less income (loss) reclassified from AOCI
|
—
|
|
|
1,388
|
|
|
(149
|
)
|
|
1,239
|
|
||||
Net other comprehensive loss
|
(11,893
|
)
|
|
(26,163
|
)
|
|
(281
|
)
|
|
(38,337
|
)
|
||||
Income taxes
|
857
|
|
|
(1,806
|
)
|
|
(6
|
)
|
|
(955
|
)
|
||||
Ending balance, net of tax
|
$
|
25,913
|
|
|
$
|
(64,570
|
)
|
|
$
|
(144
|
)
|
|
$
|
(38,801
|
)
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
Foreign
currency
translation
adjustments
|
|
Retirement
plans related
adjustments
|
|
Unrealized
gain (loss) on
cash flow
hedges
|
|
Accumulated
other
comprehensive
loss
|
||||||||
Beginning balance, net of tax
|
$
|
36,830
|
|
|
$
|
(62,375
|
)
|
|
$
|
36
|
|
|
$
|
(25,509
|
)
|
Other comprehensive income before reclassifications
|
1,939
|
|
|
26,217
|
|
|
71
|
|
|
28,227
|
|
||||
Less income (loss) reclassified from AOCI
|
—
|
|
|
2,528
|
|
|
(6
|
)
|
|
2,522
|
|
||||
Net other comprehensive income
|
1,939
|
|
|
23,689
|
|
|
77
|
|
|
25,705
|
|
||||
Income taxes
|
106
|
|
|
1,527
|
|
|
(18
|
)
|
|
1,615
|
|
||||
Ending balance, net of tax
|
$
|
38,663
|
|
|
$
|
(40,213
|
)
|
|
$
|
131
|
|
|
$
|
(1,419
|
)
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
Foreign
currency translation adjustments |
|
Retirement
plans related adjustments |
|
Unrealized
gain (loss) on
cash flow
hedges
|
|
Accumulated
other
comprehensive
loss
|
||||||||
Beginning balance, net of tax
|
$
|
32,340
|
|
|
$
|
(53,969
|
)
|
|
$
|
(504
|
)
|
|
$
|
(22,133
|
)
|
Other comprehensive income (loss) before
reclassifications |
3,805
|
|
|
(6,594
|
)
|
|
1,029
|
|
|
(1,760
|
)
|
||||
Less income reclassified from AOCI
|
—
|
|
|
1,734
|
|
|
378
|
|
|
2,112
|
|
||||
Net other comprehensive income (loss)
|
3,805
|
|
|
(8,328
|
)
|
|
651
|
|
|
(3,872
|
)
|
||||
Income taxes
|
(685
|
)
|
|
78
|
|
|
111
|
|
|
(496
|
)
|
||||
Ending balance, net of tax
|
$
|
36,830
|
|
|
$
|
(62,375
|
)
|
|
$
|
36
|
|
|
$
|
(25,509
|
)
|
|
|
Year Ended December 31,
|
|
Affected line item on the Consolidated Statements of Operations
|
||||||||||
Details of AOCI components
|
|
2014
|
|
2013
|
|
2012
|
|
|||||||
Unrealized (loss) gain on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
|
|
$
|
(43
|
)
|
|
$
|
(20
|
)
|
|
$
|
101
|
|
|
Sales
|
|
|
(106
|
)
|
|
14
|
|
|
277
|
|
|
Other expense, net
|
|||
|
|
(149
|
)
|
|
(6
|
)
|
|
378
|
|
|
Total before tax
|
|||
|
|
(8
|
)
|
|
1
|
|
|
(63
|
)
|
|
Tax (expense) benefit
|
|||
|
|
$
|
(157
|
)
|
|
$
|
(5
|
)
|
|
$
|
315
|
|
|
Net of tax
|
Retirement plans related adjustments:
|
|
|
|
|
|
|
|
|
||||||
Amortization of prior service credit
|
|
$
|
(399
|
)
|
|
$
|
(647
|
)
|
|
$
|
(407
|
)
|
|
(a)
|
Amortization of transition asset
|
|
(276
|
)
|
|
(272
|
)
|
|
(269
|
)
|
|
(a)
|
|||
Amortization of actuarial loss
|
|
2,063
|
|
|
3,447
|
|
|
2,410
|
|
|
(a)
|
|||
|
|
1,388
|
|
|
2,528
|
|
|
1,734
|
|
|
Total before tax
|
|||
|
|
(65
|
)
|
|
(221
|
)
|
|
(207
|
)
|
|
Tax expense
|
|||
|
|
$
|
1,323
|
|
|
$
|
2,307
|
|
|
$
|
1,527
|
|
|
Net of tax
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator for basic and diluted (loss) earnings per share:
|
|
|
|
|
|
||||||
(Loss) earnings from continuing operations
|
$
|
(2,358
|
)
|
|
$
|
4,395
|
|
|
$
|
17,855
|
|
Gain from disposal of discontinued operation, net of tax
|
218
|
|
|
4,890
|
|
|
—
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
642
|
|
|
—
|
|
|||
Net (loss) earnings applicable to common shareholders
|
$
|
(2,140
|
)
|
|
$
|
9,927
|
|
|
$
|
17,855
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic (loss) earnings per share — weighted
average shares
|
12,661
|
|
|
11,801
|
|
|
11,557
|
|
|||
Assumed exercise of stock options
|
—
|
|
|
28
|
|
|
24
|
|
|||
Assumed satisfaction of restricted stock conditions
|
—
|
|
|
62
|
|
|
15
|
|
|||
Denominator for diluted (loss) earnings per share — adjusted
weighted average shares
|
12,661
|
|
|
11,891
|
|
|
11,596
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
MMS
|
|
ATA
|
|
Inter-Segment
Eliminations
|
|
Total
|
||||||||
Sales
|
$
|
243,199
|
|
|
$
|
68,788
|
|
|
$
|
(354
|
)
|
|
$
|
311,633
|
|
Depreciation and amortization
|
6,952
|
|
|
2,545
|
|
|
|
|
|
9,497
|
|
||||
Segment income
|
3,950
|
|
|
6,708
|
|
|
|
|
|
10,658
|
|
||||
Capital expenditures
|
2,088
|
|
|
1,098
|
|
|
|
|
|
3,186
|
|
||||
Segment assets
(1)
|
238,462
|
|
|
51,838
|
|
|
|
|
|
290,300
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
MMS
|
|
ATA
|
|
Inter-Segment
Eliminations
|
|
Total
|
||||||||
Sales
|
$
|
278,377
|
|
|
$
|
51,553
|
|
|
$
|
(471
|
)
|
|
$
|
329,459
|
|
Depreciation and amortization
|
6,897
|
|
|
1,985
|
|
|
|
|
|
8,882
|
|
||||
Segment income
|
16,338
|
|
|
5,689
|
|
|
|
|
|
22,027
|
|
||||
Capital expenditures
|
2,603
|
|
|
1,268
|
|
|
|
|
|
3,871
|
|
||||
Segment assets
(1)
|
253,173
|
|
|
46,082
|
|
|
|
|
|
299,255
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
MMS
|
|
ATA
|
|
Inter-Segment
Eliminations
|
|
Total
|
||||||||
Sales
|
$
|
306,328
|
|
|
$
|
28,989
|
|
|
$
|
(904
|
)
|
|
$
|
334,413
|
|
Depreciation and amortization
|
6,041
|
|
|
706
|
|
|
|
|
|
6,747
|
|
||||
Segment income
|
22,556
|
|
|
5,128
|
|
|
|
|
|
27,684
|
|
||||
Capital expenditures
|
7,005
|
|
|
636
|
|
|
|
|
|
7,641
|
|
||||
Segment assets
(1)
|
276,710
|
|
|
17,742
|
|
|
|
|
|
294,452
|
|
(1)
|
Segment assets primarily consist of restricted cash, accounts receivable, inventories, prepaid and other assets, property, plant and equipment, and intangible assets. Unallocated assets primarily include, cash and cash equivalents, corporate property, plant and equipment, deferred income taxes, and other non-current assets.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Segment income
|
$
|
10,658
|
|
|
$
|
22,027
|
|
|
$
|
27,684
|
|
Unallocated corporate expense
|
(5,540
|
)
|
|
(4,563
|
)
|
|
(7,167
|
)
|
|||
Acquisition related inventory step-up charge
|
(86
|
)
|
|
(1,927
|
)
|
|
—
|
|
|||
Acquisition related expenses
|
(178
|
)
|
|
(2,154
|
)
|
|
(290
|
)
|
|||
Impairment charges
|
(5,766
|
)
|
|
(6,239
|
)
|
|
—
|
|
|||
Interest expense, net
|
(678
|
)
|
|
(1,064
|
)
|
|
(741
|
)
|
|||
Other unallocated income (expense)
|
465
|
|
|
(148
|
)
|
|
(145
|
)
|
|||
(Loss) income from continuing operations before income taxes
|
$
|
(1,125
|
)
|
|
$
|
5,932
|
|
|
$
|
19,341
|
|
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||
Total segment assets
|
$
|
290,300
|
|
|
$
|
299,255
|
|
|
$
|
294,452
|
|
Unallocated assets
|
21,020
|
|
|
44,928
|
|
|
31,202
|
|
|||
Total assets
|
$
|
311,320
|
|
|
$
|
344,183
|
|
|
$
|
325,654
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
Sales
|
|
Long-lived
Assets
(1)
|
|
Sales
|
|
Long-lived
Assets
(1)
|
|
Sales
|
|
Long-lived
Assets
(1)
|
||||||||||||
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
94,420
|
|
|
$
|
39,656
|
|
|
$
|
105,764
|
|
|
$
|
49,270
|
|
|
$
|
79,013
|
|
|
$
|
33,564
|
|
Other
|
6,474
|
|
|
—
|
|
|
3,693
|
|
|
—
|
|
|
4,533
|
|
|
—
|
|
||||||
Total North America
|
100,894
|
|
|
39,656
|
|
|
109,457
|
|
|
49,270
|
|
|
83,546
|
|
|
33,564
|
|
||||||
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
England
|
13,848
|
|
|
604
|
|
|
21,090
|
|
|
645
|
|
|
28,328
|
|
|
739
|
|
||||||
Germany
|
46,543
|
|
|
1,741
|
|
|
40,277
|
|
|
1,943
|
|
|
39,595
|
|
|
267
|
|
||||||
Switzerland
|
6,834
|
|
|
31,524
|
|
|
6,063
|
|
|
37,055
|
|
|
9,622
|
|
|
38,121
|
|
||||||
Other
|
35,838
|
|
|
107
|
|
|
32,696
|
|
|
143
|
|
|
43,463
|
|
|
10
|
|
||||||
Total Europe
|
103,063
|
|
|
33,976
|
|
|
100,126
|
|
|
39,786
|
|
|
121,008
|
|
|
39,137
|
|
||||||
Asia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
China
|
88,933
|
|
|
11,543
|
|
|
96,532
|
|
|
12,468
|
|
|
102,550
|
|
|
12,405
|
|
||||||
Taiwan
|
4,296
|
|
|
14,603
|
|
|
4,541
|
|
|
15,197
|
|
|
5,474
|
|
|
16,010
|
|
||||||
Other
|
14,447
|
|
|
3,011
|
|
|
18,803
|
|
|
—
|
|
|
21,835
|
|
|
—
|
|
||||||
Total Asia
|
107,676
|
|
|
29,157
|
|
|
119,876
|
|
|
27,665
|
|
|
129,859
|
|
|
28,415
|
|
||||||
Consolidated Total
|
$
|
311,633
|
|
|
$
|
102,789
|
|
|
$
|
329,459
|
|
|
$
|
116,721
|
|
|
$
|
334,413
|
|
|
$
|
101,116
|
|
(1)
|
Long-lived assets consist of property, plant and equipment, goodwill, and other intangible assets.
|
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales
|
$
|
70,850
|
|
|
$
|
78,851
|
|
|
$
|
68,924
|
|
|
$
|
93,008
|
|
Gross profit
|
19,220
|
|
|
21,961
|
|
|
18,677
|
|
|
27,020
|
|
||||
Net (loss) income from continuing operations
|
(671
|
)
|
|
1,349
|
|
|
(7,578
|
)
|
|
4,542
|
|
||||
Gain from disposal of discontinued operation, net of tax
|
218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income
|
(453
|
)
|
|
1,349
|
|
|
(7,578
|
)
|
|
4,542
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.60
|
)
|
|
$
|
0.36
|
|
Gain from disposal of discontinued operation
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basic (loss) earnings per share
(1)
|
$
|
(0.04
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.60
|
)
|
|
$
|
0.36
|
|
Diluted (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.60
|
)
|
|
$
|
0.35
|
|
Gain from disposal of discontinued operation
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted earnings per share
(1)
|
$
|
(0.04
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.60
|
)
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
12,499
|
|
|
12,715
|
|
|
12,715
|
|
|
12,716
|
|
||||
Diluted weighted average shares outstanding
|
12,499
|
|
|
12,820
|
|
|
12,715
|
|
|
12,832
|
|
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales
|
$
|
67,219
|
|
|
$
|
79,355
|
|
|
$
|
79,784
|
|
|
$
|
103,101
|
|
Gross profit
|
18,973
|
|
|
22,767
|
|
|
22,041
|
|
|
29,458
|
|
||||
Net income from continuing operations
|
40
|
|
|
2,056
|
|
|
1,173
|
|
|
1,126
|
|
||||
Gain from disposal of discontinued operation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
4,890
|
|
||||
Income from discontinued operations, net of tax
|
—
|
|
|
209
|
|
|
306
|
|
|
127
|
|
||||
Net income
|
40
|
|
|
2,265
|
|
|
1,479
|
|
|
6,143
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
Gain from disposal of discontinued operation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.40
|
|
||||
Discontinued operations
|
—
|
|
|
0.01
|
|
|
0.03
|
|
|
0.01
|
|
||||
Basic earnings per share
(1)
|
$
|
—
|
|
|
$
|
0.19
|
|
|
$
|
0.13
|
|
|
$
|
0.50
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
Gain from disposal of discontinued operation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.40
|
|
||||
Discontinued operations
|
—
|
|
|
0.01
|
|
|
0.03
|
|
|
0.01
|
|
||||
Diluted earnings per share
(1)
|
$
|
—
|
|
|
$
|
0.19
|
|
|
$
|
0.13
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
11,660
|
|
|
11,663
|
|
|
11,721
|
|
|
12,160
|
|
||||
Diluted weighted average shares outstanding
|
11,743
|
|
|
11,754
|
|
|
11,813
|
|
|
12,253
|
|
(1)
|
Due to the changes in outstanding shares from quarter to quarter, the total earnings per share of the four quarters may not necessarily equal the earnings per share for the year.
|
|
|
/s/ RICHARD L. SIMONS
|
|
|
Richard L. Simons
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
/s/ DOUGLAS J. MALONE
|
|
|
Douglas J. Malone
|
|
|
Vice President and Chief Financial Officer
|
Name
|
|
Age
|
|
Executive
Officer
Since
|
|
Positions and Offices Held
|
Richard L. Simons
|
|
59
|
|
2008
|
|
Chairman of the Board, President and Chief Executive Officer since February 2012; President and Chief Executive Officer May 2008 - January 2012; Senior Vice President and Chief Operating Officer March 2008 - May 2008; Vice President, Controller and Chief Accounting Officer of Carpenter Technology Corporation, July 2005 - February 2008; Executive Vice President of Hardinge Inc., April 2000 - July 2005. Member of the Board of Directors of Hardinge from 2001 - July 2005 and from May 2008 to present. Various other Company positions, 1983 - 2000.
|
Douglas J. Malone
|
|
50
|
|
2013
|
|
Vice President and Chief Financial Officer since December 2013; Controller and Chief Accounting Officer August 2008 - December 2013; Senior Vice President-Financial Planning and Analysis for Five Star Bank, a subsidiary of Financial Institutions, Inc., 2005 - 2008; Senior Vice President-Finance and Operations for Bath National Bank, a subsidiary of Financial Institutions, Inc., 2002 - 2005. Mr. Malone also served as a Senior Audit Manager and various other positions at KPMG LLP for a period of seven years.
|
James P. Langa
|
|
56
|
|
2009
|
|
Senior Vice President-Asia Operations since May 2011; Vice President-Global Engineering, Quality and Strategic Sourcing September 2008 - April 2011; Vice President/General Manager-North American Operations January, 2008 - September 2008; Vice President/General Manager North American Machine Operations, June 2007 - January 2008; Director, Original Equipment Sales & Marketing for Wellman Products Group (Division of Hawk Corporation) 2006-2007 and Focus Factory Manager for Wellman Products Group, 2005-2006.
|
Douglas C. Tifft
|
|
60
|
|
1988
|
|
Senior Vice President-Administration since April 2000; Vice President-Administration 1998 - 1999; Vice President-Employee Relations since 1988. Various other Company positions 1978 - 1988.
|
William Sepanik
|
|
49
|
|
2015
|
|
Vice President of Forkardt Operations since May, 2013; Group General Manager of Forkardt International from January 2011 - May 2013 for ITW; General Manager of ITW Workholding, North American Operations, April 2007 - January 2011; Various other positions in ITW Workholding from July 1996 - April 2007; Engineering Manager and various other positions for Hayes Lemmerz and Motor Wheel Corporation from April 1989 - June 1996.
|
(a)
|
|
(1)
|
|
Financial Statements:
The financial statements of the Registrant provided in Item 8. "Financial Statements and Supplementary Data" of this Report are incorporated herein by reference.
|
|
|
(2)
|
|
Financial Statement Schedules:
The financial statement schedules of the Registrant provided in Item 8. "Financial Statements and Supplementary Data" of Form 10-K as filed on March 12, 2015 are incorporated herein by reference. The financial statement schedule required by Regulation S-X (17 CFR 210) is filed as part of this report:
|
|
|
|
|
Schedule II-Valuation and Qualifying Accounts
|
|
|
|
|
All other schedules are omitted because the conditions requiring their filing do not exist, or because the required information is provided in the Consolidated Financial Statements, including notes thereto.
|
|
|
(3)
|
|
Exhibits:
Exhibits filed as part of this Report: See (b) below.
|
(b)
|
|
|
|
Exhibits required by Item 601 of Regulation S-K filed as a part of this Report on Form 10-K or incorporated by reference as indicated.
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date/
Period End
Due
|
2.1
|
|
Purchase Agreement, dated as of May 9, 2013, by and between Illinois Tool Works, Inc. and Cherry Acquisition Corporation (n/k/a Forkardt Inc.)
|
|
8-K
|
|
2.1
|
|
May 15, 2013
|
2.2
|
|
Asset Purchase Agreement, dated as of September 5, 2014, by and among Peter Wolters GmbH, Lam Research Corporation, Hardinge GmbH, L. Kellenberger & Co., AG and Hardinge Inc.
|
|
8-K
|
|
2.1
|
|
September 26, 2014
|
3.1
|
|
Restated Certificate of Incorporation of Hardinge Inc.
|
|
|
|
|
|
|
3.2
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of Hardinge Inc.
|
|
8-K
|
|
3.2
|
|
February 23, 2010
|
3.3
|
|
By-laws of Hardinge Inc.
|
|
10-Q
|
|
3.3
|
|
March 31, 2014
|
4.1
|
|
Specimen of certificate for shares of Common Stock, par value $.01 per share of Hardinge Inc.
|
|
8-A
|
|
3
|
|
May 19, 1995
|
10.1
|
|
$3,000,000 Commercial Line of Credit Agreement dated August 26, 2009 between Hardinge Inc. and Chemung Canal Trust Company
|
|
8-K
|
|
10.3
|
|
August 26, 2009
|
10.2
|
|
Amended and Restated Credit Agreement, dated May 9, 2013, by and among M&T Bank, Hardinge Inc., Cherry Acquisition Corporation (n/k/a Forkardt Inc.) and Usach Technologies, Inc.
|
|
10-Q
|
|
10.1
|
|
June 30, 2013
|
10.3
|
|
Replacement Standard LIBOR Grid Note, dated May 9, 2013, issued by Hardinge Inc., Cherry Acquisition Corporation (n/k/a Forkardt Inc.) and Usach Technologies Inc. for the benefit of M&T Bank
|
|
10-Q
|
|
10.2
|
|
June 30, 2013
|
10.4
|
|
General Security Agreement, dated May 9, 2013, by and between Hardinge Inc. and M&T Bank
|
|
10-Q
|
|
10.3
|
|
June 30, 2013
|
10.5
|
|
Schedule Required by Instruction 2 to Item 601 of Regulation S-K
|
|
10-Q
|
|
10.4
|
|
June 30, 2013
|
10.6
|
|
Credit Agreement, dated May 9, 2013, by and between Hardinge Inc., Hardinge Holdings GmbH and M&T Bank
|
|
10-Q
|
|
10.5
|
|
June 30, 2013
|
10.7
|
|
General Security Agreement, dated May 9, 2013, by and between Hardinge Inc. and M&T Bank
|
|
10-Q
|
|
10.7
|
|
June 30, 2013
|
10.8
|
|
Schedule Required by Instruction 2 to Item 601 of Regulation S-K
|
|
10-Q
|
|
10.8
|
|
June 30, 2013
|
10.9
|
|
Agreement between Hardinge Inc. and M&T Bank, dated October 31, 2013
|
|
10-K
|
|
10.9
|
|
December 31, 2013
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date/
Period End
Due
|
10.10
|
|
Replacement Term Note, dated November 6, 2013, issued by Hardinge Inc. and Hardinge Holdings GmbH for the benefit of M&T Bank
|
|
10-K
|
|
10.10
|
|
December 31, 2013
|
10.11
|
|
Rate Rider (for Actual Balance Promissory Notes), dated November 6, 2013, issued by Hardinge Inc. and Hardinge Holdings GmbH for the benefit of M&T Bank
|
|
10-K
|
|
10.11
|
|
December 31, 2013
|
10.12
|
|
Credit Facilities Agreement dated July 12, 2013 between Hardinge Holdings GmbH L. Kellenberger & Co. AG and Credit Suisse AG
|
|
8-K
|
|
10.1
|
|
July 18, 2013
|
10.13
|
|
Collateral Agreement dated July 12, 2013 between L. Kellenberger & Co. AG and Credit Suisse AG
|
|
8-K
|
|
10.2
|
|
July 18, 2013
|
10.14
|
|
Collateral Agreement dated July 12, 2013 between L. Kellenberger & Co. AG and Credit Suisse AG
|
|
8-K
|
|
10.3
|
|
July 18, 2013
|
10.15
|
|
Master Credit Agreement dated October 30, 2009 between L. Kellenberger & Co. AG and UBS AG
|
|
|
|
|
|
|
10.16
|
|
Supplement 1 dated August 10, 2010 to Master Credit Agreement dated October 30, 2009 between L. Kellenberger & Co. AG and UBS AG
|
|
8-K
|
|
10.1
|
|
August 12, 2010
|
10.17
|
|
Credit Agreement dated December 20, 2011 between L. Kellenberger & Co. AG and Credit Suisse AG
|
|
10-K
|
|
10.15
|
|
December 31, 2011
|
10.18
|
|
General Credit Facility Agreement dated July 26, 2011 between Harding Machine Tools B.V., Taiwan Branch and Mega International Commercial Bank Co. Ltd.
|
|
10-Q
|
|
10.2
|
|
September 30, 2011
|
10.19
|
|
RMB Loan Contract dated August 31, 2011 between Hardinge Precision Machinery (Jiaxing) Co., Ltd. and China Construction Bank
|
|
10-Q
|
|
10.3
|
|
September 30, 2011
|
10.20
|
|
Maximum Amount Mortgage Contract dated December 20, 2012 between Hardinge Precision Machinery (Jiaxing) Co. Ltd. and China Construction Bank
|
|
10-K
|
|
10.19
|
|
December 31, 2012
|
10.21
|
|
Stock Purchase Agreement, dated December 20, 2012, by and among Hardinge Inc., Giacomo Antonini and Bere Antonini
|
|
10-K
|
|
2.1
|
|
December 31, 2012
|
10.22
|
|
Controlled Equity Offering
SM
Sales Agreement dated August 9, 2013, by and between Hardinge Inc. and Cantor Fitzgerald & Co.
|
|
8-K
|
|
10.1
|
|
August 9, 2013
|
10.23
|
|
Share Purchase Agreement, dated as of December 19, 2013, by and between Hardinge Holdings GmbH and SwissChuck Holding AG
|
|
8-K
|
|
2.1
|
|
December 26, 2013
|
10.24
|
*
|
The Hardinge Inc. 2002 Incentive Stock Plan
|
|
10-K
|
|
10.24
|
|
December 31, 2013
|
10.25
|
*
|
The Hardinge Inc. Amended Restated 2011 Incentive Stock Plan
|
|
SCH14A
|
|
App. A
|
|
March 28, 2014
|
10.26
|
*
|
Hardinge Inc. Amended Cash Incentive Plan
|
|
10-K
|
|
10.23
|
|
December 31, 2010
|
10.27
|
*
|
Employment Agreement between Hardinge Inc. and Richard Simons, dated as of March 7, 2011
|
|
8-K
|
|
10.1
|
|
March 11, 2011
|
10.28
|
*
|
Amendment No. 1 to Employment Agreement between Hardinge Inc. and Richard Simons, dated as of February 14, 2012
|
|
8-K
|
|
10.1
|
|
February 17, 2011
|
10.29
|
*
|
Amended and Restated Employment Agreement between Hardinge Inc. and Douglas J. Malone, dated as of December 16, 2013
|
|
8-K
|
|
10.2
|
|
December 20, 2013
|
10.30
|
*
|
Employment Agreement between Hardinge Inc. and James P. Langa, dated as of March 7, 2011
|
|
8-K
|
|
10.3
|
|
March 11, 2011
|
10.31
|
*
|
Amendment No. 1 to Employment Agreement between Hardinge Inc. and James P. Langa, dated as of February 14, 2012
|
|
8-K
|
|
10.3
|
|
February 17, 2012
|
10.32
|
*
|
Employment Agreement between Hardinge Inc. and Douglas C. Tifft, dated as of March 7, 2011
|
|
8-K
|
|
10.4
|
|
March 11, 2011
|
10.33
|
*
|
Amendment No. 1 to Employment Agreement between Hardinge Inc. and Douglas C. Tifft, dated as of February 14, 2012
|
|
8-K
|
|
10.4
|
|
February 17, 2012
|
|
Balance at
Beginning of
Year
|
|
Additions Charged to:
|
|
|
|
|
Currency Translation Adjustments
|
|
Balance at
End of
Year
|
||||||||||||||
|
|
Costs &
Expenses
|
|
Other
Accounts
|
|
Deductions
|
|
|
|
|||||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for bad debts
|
$
|
1,139
|
|
|
$
|
400
|
|
|
$
|
4
|
|
|
$
|
401
|
|
(1)
|
|
$
|
(80
|
)
|
|
$
|
1,062
|
|
Allowance for excess and obsolete
inventory
|
22,032
|
|
|
3,451
|
|
|
16
|
|
|
2,533
|
|
|
|
(1,659
|
)
|
|
21,307
|
|
||||||
Valuation allowance for deferred
taxes
|
49,297
|
|
|
609
|
|
|
5,626
|
|
|
9,923
|
|
|
|
(820
|
)
|
|
44,789
|
|
||||||
Total
|
$
|
72,468
|
|
|
$
|
4,460
|
|
|
$
|
5,646
|
|
|
$
|
12,857
|
|
|
|
$
|
(2,559
|
)
|
|
$
|
67,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for bad debts
|
$
|
2,281
|
|
|
$
|
101
|
|
|
$
|
95
|
|
|
$
|
1,362
|
|
(1)
|
|
$
|
24
|
|
|
$
|
1,139
|
|
Allowance for excess and obsolete
inventory
|
21,535
|
|
|
3,811
|
|
|
847
|
|
|
4,510
|
|
|
|
349
|
|
|
22,032
|
|
||||||
Valuation allowance for deferred
taxes
|
57,698
|
|
|
472
|
|
|
1,618
|
|
|
10,667
|
|
|
|
176
|
|
|
49,297
|
|
||||||
Total
|
$
|
81,514
|
|
|
$
|
4,384
|
|
|
$
|
2,560
|
|
|
$
|
16,539
|
|
|
|
$
|
549
|
|
|
$
|
72,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for bad debts
|
$
|
2,750
|
|
|
$
|
198
|
|
|
$
|
—
|
|
|
$
|
710
|
|
(1)
|
|
$
|
43
|
|
|
$
|
2,281
|
|
Allowance for excess and obsolete
inventory
|
20,431
|
|
|
3,597
|
|
|
—
|
|
|
2,988
|
|
|
|
495
|
|
|
21,535
|
|
||||||
Valuation allowance for deferred
taxes
|
62,995
|
|
|
938
|
|
|
2,904
|
|
|
9,394
|
|
|
|
255
|
|
|
57,698
|
|
||||||
Total
|
$
|
86,176
|
|
|
$
|
4,733
|
|
|
$
|
2,904
|
|
|
$
|
13,092
|
|
|
|
$
|
793
|
|
|
$
|
81,514
|
|
|
|
HARDINGE INC.
|
|
|
|
Registrant
|
|
|
|
||
March 12, 2015
|
|
By:
|
/s/ Richard L. Simons
|
Date
|
|
|
Richard L. Simons
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
HARDINGE INC.
|
|
|
|
Registrant
|
|
|
|
||
March 12, 2015
|
|
By:
|
/s/ Richard L. Simons
|
Date
|
|
|
Richard L. Simons
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
March 12, 2015
|
|
By:
|
/s/ Douglas J. Malone
|
Date
|
|
|
Douglas J. Malone
|
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
March 12, 2015
|
|
By:
|
/s/ Edward J. Gaio
|
Date
|
|
|
Edward J. Gaio
|
|
|
|
Corporate Controller
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
March 12, 2015
|
|
By:
|
/s/ Douglas A. Greenlee
|
Date
|
|
|
Douglas A. Greenlee
|
|
|
|
Director
|
|
|
|
|
March 12, 2015
|
|
By:
|
/s/ J. Philip Hunter
|
Date
|
|
|
J. Philip Hunter
|
|
|
|
Director and Secretary
|
|
|
|
|
March 12, 2015
|
|
By:
|
/s/ Robert J. Lepofsky
|
Date
|
|
|
Robert J. Lepofsky
|
|
|
|
Director
|
|
|
|
|
March 12, 2015
|
|
By:
|
/s/ John J. Perrotti
|
Date
|
|
|
John J. Perrotti
|
|
|
|
Director
|
|
|
|
|
March 12, 2015
|
|
By:
|
/s/ Mitchell I. Quain
|
Date
|
|
|
Mitchell I. Quain
|
|
|
|
Director
|
|
|
|
|
March 12, 2015
|
|
By:
|
/s/ R. Tony Tripeny
|
Date
|
|
|
R. Tony Tripeny
|
|
|
|
Director
|
|
/s/ Robert E. Agan
|
|
|
|
Robert E. Agan, President and Chief Executive Officer
|
|
of Hardinge Inc.
|
|
|
|
|
|
/s/ J. Philip Hunter
|
|
|
|
J. Philip Hunter, Secretary of Hardinge Inc.
|
State of New York,
|
)
|
|
|
|
|
|
:
|
ss.
|
|
|
|
County of Chemung
|
)
|
|
|
/s/ Joy L. Bliler
|
|
|
|
Joy L. Bliler
|
|
|
|
Notary Public in the State of New York
|
|
|
|
Chemung County #4962075
|
|
|
|
Commission Expires February 12, 1996
|
State of New York,
|
)
|
|
|
|
|
|
:
|
ss.
|
|
|
|
County of Chemung
|
)
|
|
|
|
/s/ Robert E. Agan
|
|
|
|
|
|
Robert E. Agan, President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ J. Philip Hunter
|
|
|
|
|
|
J. Philip Hunter, Secretary
|
|
|
|
|
|
|
Subscribed and sworn to before
|
|
|
|
|
|
me this 22
nd
day of May, 1995.
|
|
|
|
|
|
/s/ Joy L. Bliler
|
|
|
|
|
|
Joy L. Bliler
|
|
|
|
|
|
Notary Public in the State of New York
|
|
|
|
|
|
Chemung County #4962075
|
|
|
|
|
|
Commission Expires February 12, 1996
|
|
|
|
|
Master no. 0254-L0030759
|
|
|
(for internal bank use only)
|
|
|
|
Master Credit Agreement
UBS Corporate Financing
|
|
UBS AG
P.O. Box 1964, 9000 St. Gallen
Tel. +41-71-221 83 10
www.ubs.com
|
•
|
as a current account overdraft in CHF and/or any freely-available and convertible currency
|
•
|
as UBS fixed advances with terms of 1 - 12 months in an amount of at least 250 000 CHF and/or in the equivalent in any freely-available and convertible currency.
|
•
|
for issuing advance payment guarantees in form and substance acceptable to UBS with a maximum term of one year, for issuing other guarantees with a maximum term of two years. The issuing of letter of Indemnities is not allowed.
|
•
|
for opening of documentary credits in a form acceptable to UBS for a period of up to one year.
|
1.
|
Transfer of
|
•
|
UBS current account
|
•
|
UBS fixed advance
|
1.
|
the Borrower or a Group company («Group company» shall hereinafter mean any company within the meaning of Art. 663e, para. 1 of the Swiss Code of Obligations that may be deemed to belong to the Borrower’s consolidated group of companies) is more than 30 calendar days in arrears with payment of interest, commission and/or principal payments owed to UBS or a third party (including any parties that may have acquired claims under the credit granted), or fails to reduce overdrafts by repayment or providing sufficient additional security within the time period set therefor by UBS.
|
2.
|
the Borrower or one of its Group companies is/are required by official order (in particular in the area of environmental protection) to undertake remedial measures which are deemed by UBS as having a potentially material effect on the Borrower’s ability to perform its financial obligations.
|
3.
|
in the opinion of UBS a material reduction in the value of security is imminent or has occurred.
|
4.
|
there has been a change of ownership/controlling interests in relation to the Borrower which UBS deems to be material.
|
5.
|
the Borrower or a Group company changes its/their legal or commercial structure, e.g. through liquidation, sale of a substantial part of its assets, change of its objects or business activities, merger or restructuring, provided that the relevant event is deemed by UBS as having a potentially material effect on the Borrower’s ability to perform its financial obligations.
|
6.
|
with regard to the Borrower or a Group company bankruptcy proceedings or a stay of bankruptcy proceedings are filed and/or an application for court or out-of-court creditor protection is made.
|
7.
|
the Borrower or a Group company has suspended payments or the earnings or asset position of the Borrower or a Group company is deemed by UBS to have deteriorated significantly.
|
8.
|
there is a change of ownership of the whole or any part of any mortgaged real estate property.
|
9.
|
the Borrower or a Group company is in breach of any other obligations arising under this Credit Agreement.
|
1.
|
the Borrower has not created any security interest in respect of its own obligations and/or the obligations of third parties other than security given under this Credit Agreement or in the context of other credit agreements with UBS and/or any security given in favour of other creditors with respect to which the Borrower has expressly notified UBS.
|
2.
|
no event has occurred which would entitle UBS to effect extraordinary termination, and no legal action is pending which could have a material adverse effect on the Borrower or its assets.
|
1.
|
not to enter into or assume any obligations (incl. contingent liabilities) which are secured by a right of lien, transfer of title as collateral or any other encumbrance upon its current or future assets.
|
2.
|
not to secure existing obligations (incl. contingent liabilities) in the above-mentioned manner (Exception: The pledge of collaterals at Credit Suisse).
|
3.
|
not to grant any security for obligations (incl. contingent liabilities) of a third party.
|
4.
|
not to prioritize any third party claims over UBS claims out of or in connection with this Credit Agreement (pari passu).
|
5.
|
to refrain from using the credit under this Agreement, either in whole or in part, in order to grant loans or any other type of financing to any other Group company or to a third party.
|
6.
|
to ensure that for the entire term of this Credit Agreement, any real estate property financed by UBS shall not be used for any purpose other than that originally stipulated, without the prior consent of UBS.
|
7.
|
not to grant intercompany loans to any other Hardinge Group companies except for intercompany loans up to the amount of 10 000 000 CHF in the aggregate.
|
1.
|
Equity ratio in the consolidated annual financial statement of at least 35%.
|
a.
|
The equity ratio is calculated as follows: equity capital (share capital, statutory and free reserves, profit carried forward as well as shareholder loans with subordinated priority less goodwill, losses carried forward and loans to shareholders) in relation to total assets, not including any contingent liabilities.
|
1.
|
annually one copy of the balance sheet, the profit and loss statement and, if required by law, an audit report compliant with the legal requirements by no later than four months following the end of the financial year and consolidated annual report of Hardinge group.
|
2.
|
one copy of the budget, including the investment budget, by no later than 30 calendar days prior to commencement of the relevant fiscal year.
|
3.
|
one copy of the quarterly reporting incl. balance sheet and profit and loss statement, statement of cash flow US-Gaap and development of order backlog by no later than one month following the end of the financial quarter, first due on 30 September 2009.
|
•
|
one copy of this Credit Agreement
|
•
|
Transfer of Title as Collateral
|
•
|
Repledging of your Collateral
|
Ref. F916-FCC
|
|
UBS AG
|
|
|
|
|
|
|
|
|
|
St. Gallen, 27 October 2009
|
|
/s/ Gerhard Koster
|
/s/ Marcel Fercher
|
Place/Date
|
|
Gerhard Koster
|
Marcel Fercher
|
|
|
|
|
|
|
|
|
|
|
Agreed
|
|
Borrower
|
|
L. Kellenberger & Co. AG
|
|
|
|
|
|
|
|
|
|
St. Gallen, 30 October 2009
|
|
/s/ Jurg Kellenberger
|
/s/ Peter Huersch
|
Place/Date
|
|
Signature(s)
|
|
x
|
|
Bank loans for purchase of raw materials
|
|
o
|
|
Overdrafts
|
|
|
|
|
|
|
|
x
|
|
Bank loans for export business
|
|
o
|
|
Authorized bill guarantees
|
|
|
|
|
|
|
|
x
|
|
Bank loans for working capital
|
|
o
|
|
Authorized bill acceptance
|
|
|
|
|
|
|
|
o
|
|
Discounts
|
|
o
|
|
Authorized guarantees
|
•
|
Bank loans for purchase of raw materials
|
1.
|
Purpose of Loan: For the purchases of raw materials and assets or payments of intangible transaction payments.
|
2.
|
Credit Line: NT$100,000,000 or its equivalent in other foreign currencies (revolving).
|
3.
|
Calculation and Payment of Interest:
|
a.
|
Calculation of Interest:
|
i.
|
US dollars: 6-month LIBOR plus 1.5% per annum and then to be divided by 0.946.
|
ii.
|
NT dollars: the Bank’s base rate, floating, subject to adjustments as set forth in Article 4 above.
|
iii.
|
Other foreign currencies: the Bank’s funding costs plus 1% per annum and then to be divided by 0.946, floating.
|
b.
|
Payment Method of Interest:
|
i.
|
Interest shall be paid on a monthly basis. The monthly period for accruing interest shall start from the 21
st
day of each month and end on the 20
th
day of the following month. Interest on loan in foreign currency may be converted into New Taiwan dollars at the spot selling exchange rate of the Bank prevailing at the time of conversion.
|
c.
|
Interest shall accrue from the day on which the Bank advances the loan(s) or the foreign bank pays the money.
|
d.
|
In the event of the Bank’s acceptance of drafts issued by the Applicant, the Applicant shall pay processing fees in accordance with the following fee schedule and method:
|
4.
|
Maturity Date
|
a.
|
The Applicant agrees to repay the loan within 180 days of advancing the loan by the Bank.
|
b.
|
In the event of the Bank’s acceptance of drafts (issued by the Applicant), the period between the acceptance date and the expiry date thereof shall not exceed 180 days. When such loan becomes due and payable, it shall be repaid by the Applicant or with a separate loan extended by the Bank; provided, however, that the periods covering the entire loan shall not exceed 180 days in total.
|
c.
|
For domestic goods purchased by the Applicant, subject to the prior consent of the Bank, the Applicant may authorize the Bank to issue domestic L/Cs or to accept or pay for the drafts or other certificates issued by the Applicant for the beneficiary of such L/Cs; provided, however, that the loan must be repaid within 150 days of the Bank’s issuance, acceptance, or payment thereof.
|
d.
|
If the goods that have been purchased under this facility are sold earlier than scheduled, the loan shall be repaid early.
|
5.
|
Method, Terms and Conditions of Drawdowns
|
a.
|
Each application for a letter of credit shall be deemed a drawdown on the loan hereunder. After the Applicant deposits a security bond in the amount required by the Bank, the Applicant may apply to the Bank for a drawdown by submitting a loan drawdown application or an application for a letter of credit together with relevant transaction documents.
|
b.
|
If the Applicant pays a third party for goods through methods other than a letter of credit, including D/P, D/A, O/A, T/T or other means, it may, subject to the Bank’s consent, submit a loan drawdown application and transaction documents to apply to draw down an amount equivalent to % of the value of the transaction(s) concerned; provided, however, that the repayment period for each loan shall not exceed days.
|
6.
|
If it is so required in the processing procedure, the Applicant may, subject to the Bank’s consent, use the exclusive chop registered with the competent authorities for import/export instead of the chop or signature that appears on the credit facility agreement.
|
7.
|
Subject to the Bank’s consent, the currency hereof may be converted into another currency; provided, however, that no further conversion shall be made after it is converted into New Taiwan dollars. If any payment is to cover both the principal and interest, the Applicant shall, simultaneously upon the currency conversion, pay the interest then accrued on the loan.
|
8.
|
If the negotiated value of the letters of credit hereunder exceeds the total amount of the Bank’s loans that have been extended to the Applicant at the time when the letters of credit are issued and the Bank agrees to provide a further loan, the excessive portion shall also be included the drawn amount hereunder and the Applicant shall be responsible for the repayment thereof.
|
9.
|
For the procedures, liabilities and obligations in association with the letters of credit hereunder, the Applicant agrees that the Uniform Customs and Practice for Documentary Credits promulgated by the International Chamber of Commerce and the relevant clauses for interpreting trade terms in international rules shall apply and form a part of this Agreement.
|
10.
|
The goods under the letters of credit hereof shall be insured at the Applicant’s expense based on terms and conditions satisfactory to the Bank, with the Bank as a preferred beneficiary.
|
•
|
Bank loans for export business
|
1.
|
Purpose of Loan: For the Applicant’s export of goods or services.
|
2.
|
Credit Line: NT$100,000,000 or its equivalent in other foreign currencies (revolving).
|
3.
|
Calculation and Payment of Interest: Same as those for bank loans for purchase of raw materials.
|
4.
|
Maturity Date: The due date of each loan shall be the expiry day of the relevant document required for borrowing the loan; provided, however, that the loan shall be repaid within 180 days of the extension of the loan.
|
5.
|
Method, Terms and Conditions of Drawdowns
|
a.
|
The Applicant may apply to draw down on the loan by submitting the loan drawdown application along with the documents set forth in (b) and (c) below two business days before the scheduled advance date.
|
b.
|
The Bank agrees that a loan shall be extended to the Applicant after the amounts stated in irrevocable letters of credit with the Applicant being named as the beneficiary, export purchase orders, sale and purchase contracts, D/A, D/P or other documents are converted into New Taiwan dollars in accordance with the agreed limit and exchange rate. The Applicant shall submit the originals of said documents (including amendments thereto) to the Bank and shall repay the loan that is converted in New Taiwan dollars in accordance with the Bank’s spot rate prevailing at the time of conversion or the rate agreed between the parties at the time when the Bank handles the negotiation or acceptance of such documents.
|
c.
|
Subject to the Bank’s consent, the Applicant may use a D/A, D/P, or other documents for borrowing loans within the limit set by the Bank in the currency stated therein.
|
6.
|
The Applicant shall perform the obligations under the aforementioned letters of credit, export purchase orders, or sale and purchase contracts, and shall not modify or cancel them without the Bank’s written consent.
|
•
|
Bank loans for working capital
|
1.
|
Purpose of Loan: For the Applicant’s regular working capital.
|
2.
|
Credit Line: NT$40,000,000 (revolving).
|
3.
|
Calculation and Payment of Interest: Interest shall be calculated at the Bank’s base rate, subject to adjustments as set forth in Article 4 above. Interest shall be paid on a monthly basis. The monthly interest period shall start from the 21
st
day of each month and end on the 20
th
day of the following month.
|
4.
|
Maturity Date: The Applicant shall repay each loan within 180 days of advancing the loan by the Bank.
|
5.
|
Method, Terms and Conditions of Drawdowns: It should be handled in accordance with the relevant loan drawdown application.
|
•
|
Discounts
|
1.
|
Purpose of Loan: For the Applicant’s assignment of the undue and unaccepted drafts or notes it has obtained received from business transactions for the Bank’s discounts.
|
2.
|
Credit Line: NT$ (revolving/non-revolving).
|
3.
|
Calculation and Payment of Interest:
|
4.
|
Maturity Date: The period between the date of granting the discounts by the Bank and the expiry dates of the notes and drafts shall not exceed days. The expiry dates of the discounted notes and drafts shall be deemed the repayment date.
|
5.
|
Method, Terms and Conditions of Drawdowns:
|
6.
|
The Applicant shall submit to the Bank the usance drafts or notes received from business transactions conducted by the Applicant two business days before the drawdown along with the relevant sale and purchase contract, supply contract, invoices and documents evidencing the nature of the transactions. Subject to the Bank’s approval, the loan to be extended shall be % of the value of the discounted drafts and notes.
|
7.
|
In the event that the discounted drafts and notes are issued outside the jurisdiction where the Bank is situated, interest shall be accrued until the Bank collects the money under such drafts and notes. The expenses for accepting such drafts and notes shall be borne by the Applicant.
|
8.
|
With respect to the drafts and notes for which the Applicant applies for discounts from the Bank, the Applicant agrees that if the loan is unpaid when due or the drafts and notes cannot be accepted or presented for payment, the Applicant shall, upon receiving the Bank’s notice, repay the loan immediately, including the principal, default interest, penalties and all relevant expenses and compensate the Bank for its loss, if any. Even if the discounted drafts and notes are flawed or forged, the notice requirement is not duly met, or the statute of limitations has expired, the Applicant shall repay the loan in accordance with the terms and conditions hereof.
|
•
|
Overdrafts
|
1.
|
Purpose of Loan: For the Applicant’s overdrafts under the checking account of No. with the Bank.
|
2.
|
Credit Line: NT$ (revolving/non-revolving).
|
3.
|
Calculation and Payment of Interest:
|
4.
|
When the sum of the principal and interest exceeds the limit of this facility, the Applicant shall pay the exceeding portion immediately.
|
•
|
Authorized bill acceptance
|
1.
|
Purpose of Loan: For the Applicant’s application with the Bank for the Bank’s acceptance of the drafts issued by the Applicant.
|
2.
|
Credit Line: NT$ (revolving/non-revolving).
|
3.
|
Processing Fees:
|
4.
|
Acceptance Period: With respect to the drafts for which the Applicant applies for the Bank’s acceptance, the period between the expiry date thereof and the acceptance date shall not exceed 180 days; provided, however, that if the drafts are issued for repayment of the loan borrowed for purchasing raw materials hereunder, the expiry date thereof shall not go beyond the due date for repaying such loan.
|
5.
|
When applying for draft acceptance, the Applicant shall submit the drafts indicating the Bank as the payee and the Bank’s place of business as the location of payment along with the authorization letter for draft acceptance and other transaction documents for the Bank’s approval and acceptance. When applying for acceptance, the Applicant shall separately issue drafts at amounts and expiry dates same as those to be accepted for preparation of compensation. If, after the Bank’s payment of the accepted drafts, the drafts for preparation of compensation cannot be accepted for payment, the Applicant should repay the loan in full immediately.
|
6.
|
For those drafts accepted by the Bank, the Applicant shall authorize a broker acceptable to the Bank to sell the drafts. The Applicant also agrees that the Bank may, at the broker’s request, deliver to the broker the drafts duly affixed with the necessary chops one business day before the issuance date of the drafts.
|
•
|
Authorized Guarantees
|
1.
|
Purpose of Loan: For the Applicant’s application with the Bank for the Bank’s provision of guarantees for the purposes designated by the Applicant.
|
2.
|
Credit Line: NT$ (revolving/non-revolving).
|
3.
|
Processing Fees:
|
4.
|
Scope of Guarantees:
|
5.
|
Application Method: The Applicant shall submit a guarantee drawdown application and the relevant guarantee letter for the Bank’s approval provided that the guarantee to be provided falls within the aforementioned scope of guarantee.
|
6.
|
In the event that the guarantees are provided in the form of letters of credit, the Uniform Customs and Practice for Documentary Credits and the International Standby Practice promulgated by the International Chamber of Commerce shall apply.
|
7.
|
When the Bank performs its guarantee obligations, it shall make independent judgments based on the papers provided by the guarantee beneficiary without considering the goods, services or other actions covered by the guarantees.
|
8.
|
As soon as the guarantee beneficiary requests the Bank to perform its guarantee obligations, the Applicant shall repay the loan immediately. In the event that foreign currencies are required, the Applicant shall be sole responsible for repaying the loan in the designated foreign currencies.
|
1.
|
The Applicant shall obtain the approval of the board of directors of Hardinge Machine Tools B.V. (“Parent Company”) and an authorization letter from its chairman (for this Agreement). The signatures of the chairman and directors attending the meeting (approving this Agreement) shall be authenticated by an ROC representative office or certificated by a local branch of the Bank.
|
2.
|
The Applicant agrees that the drawdowns hereunder shall be made only if the application documents bear the chops as designated in the board resolution of the Parent Company, which shall be limited to the chops of the branch and the manager as shown in the Applicant’s Branch Registration Form issued by the Ministry of Economic Affairs.
|
3.
|
Upon the expiry of the drawdown period set forth in Article 3 hereof, unless either party notifies the other party of its intention not to renew this Agreement, this Agreement shall be automatically extended once for another year; provided, however, that the Bank may terminate this Agreement or reduce the credit line granted herein in the event that the Applicant’s assets or creditability is in bad condition and that the Applicant fails to improve the situation within a reasonable period set by the Bank.
|
Mega International Commercial Bank Co., Ltd.
|
|
s/s C. H. Tsai
|
|
Responsible Person: C.H. Tsai,
|
|
Manager of Nantou Branch
|
|
Address: No. 45, Wenchen Street, Nantou City
|
Branch Manager and Litigious Agent:
|
s/s J. R. Ho
|
J.R. Ho
|
|
|
Address: No. 4, Tse-Chiang San Road, Nantou City
|
Name and Address of Subsidiary
|
|
Jurisdiction of Incorporation
|
|
Percentage of Ownership
|
Hardinge Credit Co., Inc.
One Hardinge Drive
Elmira, New York 14902
|
|
New York
|
|
100%
|
Hardinge Technology Systems, Inc.
One Hardinge Drive
Elmira, New York 14902
|
|
New York
|
|
100%
|
Morrison Machine Products, Inc.
One Hardinge Drive
Elmira, New York 14902
|
|
New York
|
|
100%
|
Hardinge Brothers Inc.
One Hardinge Drive
Elmira, New York 14902
|
|
New York
|
|
100%
|
USACH Technologies Inc.
1524 Davis Road
Elgin, IL 60123
|
|
Illinois
|
|
100%
|
Forkardt Inc.
2155 Traversefield Dr
Traverse City, MI 49686
|
|
New York
|
|
100%
|
Canadian Hardinge Machine Tools, Ltd.
c/o Hardinge Inc.
One Hardinge Drive
Elmira, New York 14902
|
|
Canada
|
|
100%
|
Hardinge Holdings GmbH
Heiligkreuzstrasse 28
CH-9009 St. Gallen
Switzerland
|
|
Switzerland
|
|
100%
|
Hardinge Holdings B.V.
c/o TMF Netherlands B.V.
Herikerbergweg 238
1101CM Amsterdam Zuidoost
|
|
Netherlands
|
|
100% owned by
Hardinge Holdings GmbH
|
Hardinge Taiwan Precision Machinery Limited
4 Tzu Chiang 3rd Road
Nankang Industrial Area
Nan Tou City 540
Taiwan
|
|
Taiwan ROC
|
|
100% by
Hardinge Holdings BV
|
Hardinge China Limited
13/F Gloucester Tower
11 Pedder Street Central
Hong Kong
|
|
People's Republic
of China
|
|
100% owned by
Hardinge Holdings GmbH
|
Hardinge GmbH
Fichtenhain A 13c
47807 Krefeld
Germany
|
|
Federal Republic
of Germany
|
|
100% owned by
Hardinge Holdings GmbH
|
Hardinge Machine (Shanghai) Co., Ltd.
1388 Kangqiao Road (East)
Pudong New Area
Shanghai 201319
People's Republic of China
|
|
People's Republic
of China
|
|
100% owned by
Hardinge Holdings GmbH
|
Hardinge Precision Machinery (Jia Xing) Co., Ltd
2676 Wanguo Road
Jia Xing, Zhejiang Province
China
|
|
People's Republic
of China
|
|
100% owned by
Hardinge Holdings GmbH
|
Name and Address of Subsidiary
|
|
Jurisdiction of Incorporation
|
|
Percentage of Ownership
|
L. Kellenberger & Co., AG
Heiligkreuzstrasse 28
CH 9009 St. Gallen
Switzerland
|
|
Switzerland
|
|
100% owned by
Hardinge Holdings GmbH
|
Forkardt France S.A. S
28, Avenue de Bobigny
93135 Noisy le sec
France
|
|
France
|
|
100% owned by
Hardinge Holdings GmbH
|
Jones & Shipman SARL
8 Allee des Ginkgos
BP 112-69672
Bron
France
|
|
France
|
|
100% owned by
Hardinge Holdings BV
|
Hardinge Machine Tools B.V.
Zalmweg 36
4941 VX Raamsdonksveer
Netherlands
|
|
Netherlands
|
|
100% owned by
Hardinge Holdings BV
|
Jones & Shipman Hardinge Ltd.
Murray Field Road
Leicester, LE3 1UW
United Kingdom
|
|
United Kingdom
|
|
100% owned by
L. Kellenberger & Co., AG
|
Jones & Shipman Grinding Limited
Murray Field Road
Leicester, LE3 1UW
United Kingdom
|
|
United Kingdom
|
|
100% owned by
Jones & Shipman Hardinge Ltd.
|
Hardinge Machine Tools B.V., Taiwan Branch
4 Tzu Chiang 3rd Road
Nankang Industrial Area
Nan Tou City 540
Taiwan
|
|
Netherlands
|
|
100% owned by
Hardinge Machine Tools B.V.
|
Forkardt Deutschland GmbH
Herinrich-Hertz-Str. 7
40699 Erkrath
Germany
|
|
Germany
|
|
100% owned by
Hardinge GmbH
|
Forkardt India LLP
Plot No. 39, D. No 5-5-35/187
Ayyanna Ind. Park
IE Prasanthnaga, Kukatpally, Hyderabad - 500072
India
|
|
India
|
|
100% owned by
Hardinge Hardinge Machine Tools B.V.
|
Date:
|
March 12, 2015
|
/s/ Richard L. Simons
|
|
|
Richard L. Simons
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
Date:
|
March 12, 2015
|
/s/ Douglas J. Malone
|
|
|
Douglas J. Malone
|
|
|
Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
/s/ Richard L. Simons
|
|
Richard L. Simons
|
|
Chairman, President and Chief Executive Officer
|
|
March 12, 2015
|
|
|
|
|
|
/s/ Douglas J. Malone
|
|
Douglas J. Malone
|
|
Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
March 12, 2015
|