<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
----------------------------
Form 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended Commission File Number
December 31, 1998 0-4041
(Unaudited)
------------------------
HATHAWAY CORPORATION
(Incorporated Under the Laws of the State of Colorado)
8228 Park Meadows Drive
Littleton, Colorado 80124
Telephone: (303) 799-8200
84-0518115
(IRS Employer Identification Number)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days.
YES X NO
----- -----
Number of Shares of the only class of Common Stock outstanding:
(4,283,000 as of December 31, 1998)
<PAGE>
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
December 31, 1998 and June 30, 1998 (Unaudited).................. 1
Condensed Consolidated Statements of Operations
Three and six months ended December 31, 1998 and 1997 (Unaudited) 2
Condensed Consolidated Statements of Cash Flows
Six months ended December 31, 1998 and 1997 (Unaudited).......... 3
Notes to Condensed Consolidated Financial Statements (Unaudited). 4
Item 2. Management's Discussion and Analysis of Operating
Results and Financial Condition.................................. 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.............. 10
Item 6. Exhibits and Reports on Form 8-K................................. 10
</TABLE>
<PAGE>
HATHAWAY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
December 31, June 30,
1998 1998
- ---------------------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 1,748 $ 3,443
Restricted cash 621 480
Trade receivables, net 6,535 6,400
Inventories, net 2,896 3,649
Other 1,439 1,463
- ---------------------------------------------------------------------------
Total current assets 13,239 15,435
Property and equipment, net 1,673 1,730
Cost in excess of net assets acquired, net 477 374
Other long-term assets 232 281
- ---------------------------------------------------------------------------
Total Assets $ 15,621 $ 17,820
===========================================================================
Liabilities and Stockholders' Investment
Current Liabilities:
Accounts payable $ 1,435 $ 2,027
Accrued and other current liabilities 3,563 3,472
- ---------------------------------------------------------------------------
Total current liabilities 4,998 5,499
Line of credit 1,192 1,245
- ---------------------------------------------------------------------------
Total Liabilities 6,190 6,744
- ---------------------------------------------------------------------------
Stockholders' Investment:
Common stock 100 100
Additional paid-in capital 9,954 9,954
Loans receivable for stock (235) (235)
Retained earnings 3,188 4,841
Cumulative translation adjustment 397 389
Treasury stock (3,973) (3,973)
- ---------------------------------------------------------------------------
Total Stockholders' Investment 9,431 11,076
- ---------------------------------------------------------------------------
Total Liabilities and Stockholders' Investment $ 15,621 $ 17,820
===========================================================================
</TABLE>
1
<PAGE>
HATHAWAY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended For the six months ended
December 31, December 31,
1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $10,539 $11,137 $19,657 $20,676
Operating costs and expenses:
Cost of products sold 6,605 7,165 12,819 13,490
Selling 1,964 1,879 3,697 3,969
General and administrative 1,113 1,084 2,267 2,108
Engineering and development 1,100 1,001 2,223 1,914
Amortization of intangibles 57 87 116 148
and other
- -------------------------------------------------------------------------------------------------------------------
Total operating costs and expenses 10,839 11,216 21,122 21,629
- -------------------------------------------------------------------------------------------------------------------
Operating loss (300) (79) (1,465) (953)
Other income (expenses), net:
Interest and dividend income 17 55 53 116
Interest expense (33) (44) (71) (86)
Other income (expenses), net (34) (124) (169) (122)
- -------------------------------------------------------------------------------------------------------------------
Total other income (expenses), net (50) (113) (187) (92)
- -------------------------------------------------------------------------------------------------------------------
Loss before income taxes (350) (192) (1,652) (1,045)
Benefit (provision) for income taxes 4 35 (1) 299
- -------------------------------------------------------------------------------------------------------------------
Net loss $ (346) $ (157) $(1,653) $ (746)
===================================================================================================================
Basic and diluted net loss per share
(Note 4) $ (0.08) $ (0.04) $ (0.39) $ (0.17)
===================================================================================================================
Basic and diluted weighted average
shares outstanding 4,283 4,284 4,283 4,284
===================================================================================================================
</TABLE>
2
<PAGE>
HATHAWAY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended December 31,
1998 1997
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $(1,653) $ (746)
Adjustments to reconcile net loss to
net cash from operating activities:
Depreciation and amortization 470 414
Other 82 51
Changes in assets and liabilities, net
of effect of purchase of Ashurst
Logistic Electronics Limited (Note 3):
(Increase) decrease in -
Restricted cash (141) 76
Receivables (16) (313)
Inventories 753 815
Prepaid expenses and other (46) 521
Increase (decrease) in -
Accounts payable (635) (278)
Accrued liabilities and other 4 118
- -----------------------------------------------------------------------------------------------
Net cash from operating activities (1,182) 658
Cash Flows From Investing Activities:
Purchase of property and equipment, net (297) (289)
Dividend from joint venture investment 121 --
Purchase of interest in Ashurst Logistic Electronics
Limited, net of cash acquired (Note 3) (281) --
- -----------------------------------------------------------------------------------------------
Net cash from investing activities (457) (289)
Cash Flows from Financing Activities:
Repayments on line of credit (150) (109)
Borrowings on line of credit 97 --
Purchase of treasury stock -- (2)
- -----------------------------------------------------------------------------------------------
Net cash from financing activities (53) (111)
Effect of foreign exchange rate changes on cash (3) (3)
- -----------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (1,695) 255
Cash and cash equivalents at beginning of year 3,443 3,431
- -----------------------------------------------------------------------------------------------
Cash and cash equivalents at December 31 $ 1,748 $3,686
===============================================================================================
</TABLE>
3
<PAGE>
HATHAWAY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1 Basis of Preparation and Presentation
-------------------------------------
The accompanying unaudited condensed consolidated financial statements
include the accounts of Hathaway Corporation, its wholly-owned subsidiaries
and investments in joint ventures (the Company). All significant inter-
company accounts and transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior year balances in order to
conform with the current year's presentation.
The condensed consolidated financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission and include all adjustments which are,
in the opinion of management, necessary for a fair presentation. Certain
information and footnote disclosures normally included in financial
statements which are prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations. The Company believes that the disclosures herein are
adequate to make the information presented not misleading. The financial
data for the interim periods may not necessarily be indicative of results
to be expected for the year.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make certain
estimates and assumptions. Such estimates and assumptions affect the
reported amounts of assets and liabilities as well as disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements, and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
It is suggested that the accompanying condensed interim financial
statements be read in conjunction with the Consolidated Financial
Statements and related Notes to such statements included in the June 30,
1998 Annual Report and Form 10-K previously filed by the Company.
2. Inventories
-----------
Inventories, valued at the lower of cost (first-in, first-out basis) or
market, are as follows (in thousands):
December 31, June 30,
1998 1998
----------------------
Parts and raw materials, net $2,030 $2,210
Finished goods and work-in process, net 866 1,439
----------------------
$2,896 $3,649
======================
3. Business Acquisition
--------------------
Effective July 1, 1998, a wholly-owned subsidiary of the Company acquired
all the outstanding shares of Ashurst Logistic Electronics Limited of
Bournemouth, England (Ashurst) for $317,000 in cash. Ashurst manufactures
drive electronics and position controllers for a variety of motor
technologies as well as a family of static frequency converters for
military and aerospace applications and has extensive experience in power
electronics design and software development required for the application of
specialized drive electronics technology. The acquired company was renamed
Emoteq UK Limited.
4
<PAGE>
HATHAWAY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. Business Acquisition (Continued)
--------------------------------
The acquisition has been accounted for using the purchase method of
accounting, and, accordingly, the purchase price has been allocated to the
assets purchased and the liabilities assumed based upon the fair values at
the date of acquisition. The preliminary net purchase price allocation is
as follows (in thousands):
Cash $ 36
Trade receivables, net 190
Prepaid expenses 2
Property and equipment, net 25
Cost in excess of net assets acquired 195
Accounts payable ( 43)
Accrued liabilities and other ( 88)
---------
Net purchase price $ 317
---------
4. Earnings Per Share
------------------
In accordance with Statement of Financial Accounting Standards (SFAS) No.
128, "Earnings Per Share" (EPS), Basic and Diluted EPS have been computed
as follows (in thousands, except per share data):
<TABLE>
<CAPTION>
For the three months ended December 31, For the six months ended December 31,
1998 1997 1998 1997
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator: $ (346) $ (157) $(1,653) $ (746)
Net loss
Denominator:
Weighted average outstanding shares 4,283 4,284 4,283 4,284
----------------------------------------------------------------------------------------
Basic and Diluted net loss per share $(0.08) $(0.04) $ (0.39) $(0.17)
</TABLE>
At December 31, 1998 and 1997, stock options totaling 839,704 and 708,704,
respectively, were excluded from the calculation of diluted earnings (loss)
per share since the result would have been anti-dilutive.
5. Segment Information
-------------------
In June 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS 131). SFAS 131 requires disclosure of operating
segments, which as defined, are components of an enterprise about which
separate financial information is available that is evaluated regularly
by the chief operating decision maker in deciding how to allocate
resources and in assessing performance.
The Company operates in two different segments: Power and Process Business
(Power and Process) and Motion Control Business (Motion Control).
Management has chosen to organize the Company around these segments based
on differences in products and services.
5
<PAGE>
HATHAWAY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. Segment Information (Continued)
---------------------------------
The following tables provide information on the Company's segments (in
thousands):
<TABLE>
<CAPTION>
For the three months ended For the six months ended
December 31, December 31,
1998 1997 1998 1997
-----------------------------------------------------------------------------------------------------
Power and Motion Power and Motion Power and Motion Power and Motion
Process Control Process Control Process Control Process Control
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues from external $7,481 $3,058 $7,473 $3,664 $13,543 $6,114 $13,697 $6,979
customers
Income (loss) before (440) 70 (681) 668 (1,591) (24) (1,961) 974
income taxes
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1998 As of June 30, 1998
Power and Motion Power and Motion
Process Control Process Control
-------------------------- ------------------------
<S> <C> <C> <C> <C>
Identifiable assets $ 9,528 $ 4,321 $ 9,985 $ 3,969
</TABLE>
The following is a reconciliation of segment information to consolidated
information:
<TABLE>
<CAPTION>
For the three months ended December 31, For the six months ended December 31,
1998 1997 1998 1997
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Segments' loss before
income taxes $ (370) $ (13) $ (1,615) $ (987)
Corporate activities 20 (179) (37) (58)
--------------------------------------------------------------------------------
Consolidated loss before
income taxes $ (350) $ (192) $ (1,652) $(1,045)
--------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
As of As of
December 31, 1998 June 30, 1998
-----------------------------------------------
<S> <C> <C>
Segments' identifiable assets $13,849 $13,954
Corporate assets and eliminations 1,772 3,866
-----------------------------------------------
Consolidated total assets $15,621 $17,820
-----------------------------------------------
</TABLE>
6
<PAGE>
HATHAWAY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. Comprehensive Loss
------------------
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," (SFAS 130). SFAS 130 establishes standards for reporting and
displaying comprehensive income and its components. Comprehensive income
is defined as the change in equity of a business enterprise during a period
from transactions and other events and circumstances from non-owner
sources. It includes all changes in equity during a period except those
resulting from investments by owners and distributions to owners.
Comprehensive loss is computed as follows (in thousands):
<TABLE>
<CAPTION>
For the three months ended December 31, For the six months ended December 31,
1998 1997 1998 1997
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net loss $(346) $(157) $(1,653) $(746)
Translation adjustment (80) 116 8 30
-------------------------------------------------------------------------------
Comprehensive loss $(426) $ (41) $(1,645) $(716)
-------------------------------------------------------------------------------
</TABLE>
7. Income Tax Ruling Request
-------------------------
In June 1998, the Company filed a request for an income tax ruling by the
Internal Revenue Service (IRS) with respect to the tax-free treatment of
the possible spinoff of its Power, Systems and Process Business. The
proposed spinoff would separate the Company's Power, Systems and Process
Business from its Motion Control Business. Prior to the spinoff, the
Power, Systems and Process Business will be organized under one of
Hathaway's subsidiaries, Hathaway Systems Corporation (HSC). If such
transaction were to occur, all of the outstanding shares of HSC would be
distributed to the Hathaway shareholders, and thereafter, the Power,
Systems and Process Business would operate as a separate publicly-owned
company under the name of Hathaway Corporation and the Motion Control
Business would operate as a separate publicly-owned company under the name
of Hathaway Motion Control Corporation.
In December 1998, the IRS issued a favorable ruling on the proposed
transaction. The primary purpose for the spinoff would be to obtain
additional bank financing. The final decision as to whether to proceed
with the spinoff will be made by the Company's Board of Directors only
after approval is obtained from the Company's lenders and after
consideration of other factors at that time. Because management has not
committed to such spinoff, the Power, Systems and Process Business has not
been treated as a discontinued operation.
7
<PAGE>
HATHAWAY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATING RESULTS AND FINANCIAL CONDITION
All statements contained herein that are not statements of historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual results of the Company to be materially different from the
historical results or from any future results expressed or implied by such
forward-looking statements. Among the factors that could cause actual results
to differ materially are the following: the unavailability of sufficient capital
on satisfactory terms to finance the Company's business plan, increased
competition, the introduction of new technologies and competitors into the
systems and instrumentation markets where the Company competes, adverse changes
in the regulatory environment, and general business and economic conditions. In
addition to statements that explicitly describe such risks and uncertainties,
readers are urged to consider statements labeled with the terms "believes,"
"expects," "plans," "anticipates," or "intends" to be uncertain and forward-
looking. All cautionary statements made herein should be read as being
applicable to all related forward-looking statements wherever they appear. In
this connection, investors should consider the risks described herein.
Operating Results
- -----------------
For the second quarter ended December 31, 1998, the Company recognized a net
loss of $346,000, or $.08 per share, compared to a net loss of $157,000, or $.04
per share, for the same period last year. Revenues decreased 5% in the second
quarter from $11,137,000 last year to $10,539,000 this year.
The Company recognized a net loss of $1,653,000, or $.39 per share, for the six
months ended December 31, 1998, compared to a net loss of $746,000, or $.17 per
share, for the six months ended December 31, 1997. Revenues for the first six
months decreased by 5% from $20,676,000 in fiscal 1998 to $19,657,000 in fiscal
1999.
The 5% decrease in revenues in both the second quarter and the first six months
were due to a 17% and 12% decrease, respectively, in revenues from the Company's
motion control products. These decreases in revenues were caused by decreased
orders resulting from the Asian economic crisis and the slow down in the
semiconductor industry. Revenues from the Company's power and process
instrumentation products remained relatively consistent between the current and
prior periods.
Sales to international customers decreased slightly from $3,547,000 in the
second quarter of the prior year, to $3,367,000 in the second quarter of the
current year. In the first six months, sales to international customers
increased from $6,527,000 in fiscal year 1998 to $6,606,000 in fiscal year 1999.
Foreign sales represented 32% of total sales in both the quarters ended December
31, 1998 and 1997, and 34% and 32% of total sales in the six months ended
December 31, 1998 and 1997, respectively.
Cost of products sold as a percentage of revenues decreased from 64% in the
second quarter of fiscal year 1998 to 63% in the second quarter of the current
year. Cost of products sold as a percentage of revenues remained consistent at
65% for the six months ended December 31, 1998 and 1997. Fluctuations in the
cost of products sold as a percentage of revenues were due to changes in the mix
of products sold, price changes implemented in response to market conditions,
and other factors.
Selling, general and administrative, and engineering and development expenses
increased 5% in the second quarter and 2% in the first six months, as compared
to the same periods last year. The increases were due to increased efforts in
the development and sale of new products for the deregulated power industry.
For the six months ended December 31, 1998, the Company recognized a $1,000
provision for income taxes compared to a benefit for income taxes of $299,000
recognized last year. The decrease is primarily due to an increase in the
valuation allowance for the net deferred tax assets of the Company.
Liquidity and Capital Resources
- -------------------------------
The Company's liquidity position as measured by cash and cash equivalents
(excluding restricted cash) decreased $1,695,000 during the first six months of
fiscal 1999 to a balance of $1,748,000 at December 31, 1998, compared to
$255,000 provided in the first six months of fiscal 1998. In the first six
months of fiscal 1999, $1,182,000 was used for operating activities, compared to
$658,000 provided by operations for the same period last fiscal year.
8
<PAGE>
HATHAWAY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATING RESULTS AND FINANCIAL CONDITION
Cash of $457,000 was used by investing activities in the first six months of
fiscal 1999, compared to $289,000 used by investing activities last year. The
variance was primarily due to cash used in fiscal 1999 for the purchase of
Ashurst Logistic Electronics Limited, offset by a dividend of $121,000 received
from a joint venture investment during the first quarter of fiscal 1999.
Financing activities used $53,000 in the first six months of fiscal 1999
compared to $111,000 used in fiscal 1998.
The Company's remaining fiscal 1999 working capital, capital expenditure and
debt service requirements are expected to be funded from the existing cash
balance of $1,748,000 and the $1,808,000 available under the long-term financing
agreement. The Company believes that such amounts are sufficient to fund
operations and working capital needs for at least the next twelve months.
Year 2000 Compliance
Some computers and computer-based systems use only the last two digits to
identify a year in the date field and cannot distinguish the year 2000 from the
year 1900. The Company recognizes that the Year 2000 poses a challenge to the
proper functioning of computer systems included in its products, software
systems used in its business and items purchased from its suppliers. The
Company has adopted a "Y2K Readiness Program" and is taking what it believes to
be appropriate steps necessary in preparation for Year 2000 issues.
The Company is completing an assessment of its products to determine which
products will be affected by Year 2000 issues. Test procedures have been modeled
from the public document titled "Year 2000 Test Procedures", published by
General Motors Corporation, and include a step by step method of date
verification using each interface to the product. Modifications and updates are
being made as needed. Testing of most products is completed or under way. With
the possible exception of some of the older RTU protocol software, testing of
all of the Company's current products will be complete before December 31, 1999.
Some of the Company's older products that are no longer sold will not be tested
for compliance. The Company will indicate on its Web site which products will
not be tested.
The Company is also assessing internal systems, processes and facilities for
Year 2000 compliance. The expected completion date to have all significant
internal systems, processes and facilities compliant is June 30, 1999. The
Company assessment of its suppliers', service providers' and contractors' Year
2000 compliance is also ongoing and is expected to be completed by June 30,
1999. Alternative sources will be pursued for any non-compliant sources.
Additionally, alternative sources will be identified and qualified for all
compliant sources so that a secondary supplier will be available in the event
that disruption in supply occurs from the primary supplier.
The Company currently believes it will be able to modify or offer alternative
products as well as modify or replace its affected systems in time to minimize
any detrimental effects on customer relationships or operations. Therefore, the
Company does not anticipate that the overall costs of adaptation of its products
and systems will be material to the Company's business, operations or financial
condition. However, the Company will continue to review on an ongoing basis
whether it needs to further address any anticipated costs, problems and
uncertainties associated with Year 2000 consequences.
9
<PAGE>
HATHAWAY CORPORATION
PART II. OTHER INFORMATION
- -------- -----------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company held its annual stockholders' meeting on October 23, 1998.
The stockholders elected E.E. Prince, R.D. Smith, C.H. Clarridge, D.D.
Hock, G.D. Hubbard and G.J. Pilmanis to serve on the Board of
Directors for the coming year. In addition, the shareholders voted for
the approval of indemnification agreements with directors. The vote
tabulation was as follows:
<TABLE>
<CAPTION>
1) Election of Directors
Number of Votes
Witheld or Total Shares % of Shares
Nominee For Against Outstanding Voting For
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
E.E. Prince 2,972,385 865,002 4,283,463 69%
R.D. Smith 3,013,861 823,526 4,283,463 70%
C.H. Clarridge 3,023,708 813,679 4,283,463 71%
D.D. Hock 3,014,243 823,144 4,283,463 70%
G.D. Hubbard 3,014,235 823,152 4,283,463 70%
G.J. Pilmanis 2,974,480 862,907 4,283,463 69%
</TABLE>
<TABLE>
<CAPTION>
2) Approval of Indemnification Agreements with Directors
Total Votes Broker
For Against Counted Abstaining Non-votes
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Number of votes 2,914,683 870,225 3,784,908 52,479 0
% of votes counted 77% 23% 100%
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
13. Annual Report containing Notes to Consolidated Financial
Statements in the Registrant's June 30, 1998 Annual Report to
Stockholders.
27. Financial Data Schedule.
* This document was filed with the Securities and Exchange
Commission and is incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed in the three months ended
December 31, 1998.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HATHAWAY CORPORATION
DATE: February 11, 1999 By: /s/ Richard D. Smith
------------------------------ --------------------
President, Chief Executive
Officer and Chief Financial
Officer
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-1999
<PERIOD-START> OCT-01-1998 JUL-01-1998
<PERIOD-END> DEC-31-1998 DEC-31-1998
<CASH> 1,748 1,748
<SECURITIES> 0 0
<RECEIVABLES> 7,204<F1> 7,204<F1>
<ALLOWANCES> 669 669
<INVENTORY> 2,896 2,896
<CURRENT-ASSETS> 13,239 13,239
<PP&E> 9,859<F1> 9,859<F1>
<DEPRECIATION> 7,986 7,986
<TOTAL-ASSETS> 15,621 15,621
<CURRENT-LIABILITIES> 4,998 4,998
<BONDS> 0 0
0 0
0 0
<COMMON> 100 100
<OTHER-SE> 9,331 9,331
<TOTAL-LIABILITY-AND-EQUITY> 15,621 15,621
<SALES> 10,539 19,657
<TOTAL-REVENUES> 10,539 19,657
<CGS> 6,605 12,819
<TOTAL-COSTS> 6,605 12,819
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 2 11
<INTEREST-EXPENSE> 33 71
<INCOME-PRETAX> (350) (1,652)
<INCOME-TAX> 4 (1)
<INCOME-CONTINUING> (346) (1,653)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (346) (1,653)
<EPS-PRIMARY> (0.08) (0.39)
<EPS-DILUTED> (0.08) (0.39)
<FN>
<F1>Presented gross.
</FN>
</TABLE>
