<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): AUGUST 21, 1997
HATHAWAY CORPORATION
(Exact name of registrant as specified in Charter)
COLORADO 0-4041 84-0518115
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
8228 PARK MEADOWS DRIVE, LITTLETON, COLORADO 80124
(Address of Principal executive offices)
Registrant's telephone number, including area code: (303) 799-8200
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SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
HATHAWAY CORPORATION
ITEM 5. OTHER EVENTS
Hathaway Corporation ("the Company") is filing this Form 8-K in
order to provide investors with timely financial information. The
Company is filing its unaudited condensed consolidated balance sheet
as of June 30, 1997 and the related unaudited condensed consolidated
statement of cash flows for the year then ended, together with
comparative data for the year ended June 30, 1996 derived from the
Company's audited financial statements. This information supplements
the earnings data disclosed by the Company in a press release dated
August 18, 1997, which is included in this filing. The Company expects
to file its June 30, 1997 Annual Report and Form 10-K by September 26,
1997.
Certain information and all footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted herein.
Accordingly, the accompanying financial information is not, and should
not be considered to be in full compliance with Regulation S-X or
generally accepted principles. The reader is urged to read the
information contained herein in conjunction with the Consolidated
Financial Statements and related Notes to such Statements included in
the June 30, 1996 Annual Report and Form 10-K, and the March 31, 1997
Form 10-Q, previously filed by the Company.
The following financial statements and exhibits are set forth in the
pages attached hereto:
a. Condensed Consolidated Balance Sheets as of June 30, 1997
(Unaudited) and 1996
b. Condensed Consolidated Statements of Cash Flows for the years
ended June 30, 1997 (Unaudited) and 1996
c. Press Release dated August 18, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HATHAWAY CORPORATION
Date: August 21, 1997 By: /s/ Richard D. Smith
- --------------------- -------------------------
Executive Vice President,
Treasurer, and Chief Financial
and Accounting Officer
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HATHAWAY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, 1997 JUNE 30, 1996
(UNAUDITED)
- ------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,431 $ 4,925
Restricted cash 253 312
Marketable securities -- 201
Trade receivables, net 6,910 6,293
Inventories, net 4,907 4,972
Prepaid expenses and other 2,028 1,750
- ------------------------------------------------------------------------
Total current assets 17,529 18,453
Property and equipment, net 1,841 1,727
Other 597 959
- ------------------------------------------------------------------------
TOTAL ASSETS $19,967 $21,139
========================================================================
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Long-term debt classified as current $ 1,769 $ --
Accounts payable and accrued liabilities 5,172 5,080
- ------------------------------------------------------------------------
Total current liabilities 6,941 5,080
Long-term debt -- 1,777
- ------------------------------------------------------------------------
TOTAL LIABILITIES 6,941 6,857
STOCKHOLDERS' INVESTMENT:
Common stock 100 100
Additional paid-in capital 9,954 9,712
Loans receivable for stock (235) (235)
Retained earnings 6,818 8,247
Cumulative translation adjustments 360 163
Treasury stock (3,971) (3,705)
- ------------------------------------------------------------------------
TOTAL STOCKHOLDERS' INVESTMENT 13,026 14,282
- ------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
INVESTMENT $19,967 $21,139
========================================================================
</TABLE>
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HATHAWAY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED JUNE 30,
1997 1996
(UNAUDITED)
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,429) $(1,013)
Adjustments to reconcile net loss to
net cash from operating activities:
Depreciation and amortization 1,199 960
Other 241 (149)
Changes in operating assets and
liabilities (208) 109
- ---------------------------------------------------------------------------
Net cash from operating activities (197) (93)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (651) (719)
Purchase of Tate Integrated Systems (863) --
Other 201 1,095
- ---------------------------------------------------------------------------
Net cash from investing activities (1,313) 376
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on line of credit and
long-term debt (8) (360)
Dividends paid to stockholders -- (426)
Other (24) (42)
- ---------------------------------------------------------------------------
Net cash from financing activities (32) (828)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES
ON CASH 48 (35)
- ---------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS (1,494) (580)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 4,925 5,505
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CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,431 $ 4,925
===========================================================================
</TABLE>
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HATHAWAY CORPORATION
PRESS RELEASE
RELEASE: AUGUST 18, 1997
CONTACT: JULIE L. ALONZI
STOCK SYMBOL: HATH (NASDAQ-NMS)
FOR IMMEDIATE RELEASE
===========================================================================
HATHAWAY REPORTS
FOURTH QUARTER RESULTS
DENVER, COLORADO -- Hathaway Corporation (NASDAQ: HATH) today announced it
recognized net income of $108,000, or $.02 per share, for the fourth fiscal
quarter ended June 30, 1997, compared to net income of $238,000, or $.06 per
share, for the fourth quarter of last year. Revenues increased 14% in the
fourth quarter from $9,948,000 last year to $11,317,000 this year.
Hathaway recognized a net loss of $1,429,000, or $.33 per share, for the year
ended June 30, 1997, compared to a net loss of $1,013,000, or $.24 per share,
for the year ended June 30, 1996. Of the loss for 1997, $923,000 is a result of
the investment in Hathaway Industrial Automation (HIA) acquired by the Company
effective September 30, 1996. The year's net loss excluding the loss of HIA was
$506,000, which compares to last year's loss of $1,013,000. HIA is a full
service supplier of process automation systems for Supervisory Control and Data
Acquisition (SCADA) and Distributed Control Systems (DCS) used in industrial
applications. Its advanced technology is being developed to put Hathaway in the
forefront of future power systems automation.
Revenues for the year increased 13% from $35,411,000 in fiscal 1996 to
$39,946,000 in fiscal 1997. The increase in revenues is due to a 16% increase
in power and process sales and a 7% increase in motion control sales. The
increase in power and process revenues is due to revenues generated by HIA since
September 30, 1996 and a 3% increase in traditional power and process revenues.
"We believe 1997 was a positive year for Hathaway. The increase in traditional
power and process revenues - the first increase over the prior year since 1993 -
is very encouraging for the future of the Company. Motion control revenues also
continue to grow. In addition, we are beginning to see significant savings
generated from the cost reduction initiatives implemented in 1996 and 1997,"
commented Gene Prince, Chairman of the Board, President and Chief Executive
Officer. "Our investment in HIA furthers our efforts to participate in the
system automation industry in HIA's traditional industrial market, as well as in
the power market."
Headquartered in Denver, Colorado, Hathaway designs, manufactures and sells
advanced systems and instrumentation to the worldwide power and process
industries, as well as motion control products to a broad spectrum of customers
throughout the world. With subsidiaries in the United States and United Kingdom
and joint venture investments in China and Malaysia, Hathaway is the world's
leading manufacturer of electric power fault recording equipment and a leader in
process calibration technology and motion control products.
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HATHAWAY CORPORATION
PRESS RELEASE (CONTINUED)
FINANCIAL SUMMARY
IN THOUSANDS (EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE YEARS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
(UNAUDITED) (UNAUDITED) (UNAUDITED)
============================================================================================================
<S> <C> <C> <C> <C>
Revenues $11,317 $9,948 $39,946 $35,411
Income (loss) before income taxes 50 120 (2,192) (1,398)
Benefit for income taxes 58 118 763 385
-----------------------------------------------------------
Net income (loss) $ 108 $ 238 $(1,429) $(1,013)
===========================================================
PER SHARE AMOUNTS:
Primary net income (loss) per share $ 0.02 $ 0.06 $ (0.33) (0.24)
===========================================================
Primary common and common equivalent
shares 4,318 4,271 4,317 4,264
===========================================================
</TABLE>
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