<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, 1999 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, 1999)
<PAGE>
HATHAWAY CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
December 31, 1999 and June 30, 1999 (Unaudited)......................... 1
Condensed Consolidated Statements of Operations
Three and six months ended December 31, 1999 and 1998 (Unaudited)....... 2
Condensed Consolidated Statements of Cash Flows
Six months ended December 31, 1999 and 1998 (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....................... 11
Item 6. Exhibits and Reports on Form 8-K.......................................... 11
</TABLE>
<PAGE>
HATHAWAY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 1,708 $ 2,416
Restricted cash 208 646
Trade receivables, net 7,019 6,465
Inventories, net 4,358 3,316
Other 977 1,170
- -----------------------------------------------------------------------------------------------
Total current assets 14,270 14,013
Property and equipment, net 1,568 1,720
Investment in joint ventures, net 984 514
Cost in excess of net assets acquired, net 96 126
Other long-term assets 10 25
- -----------------------------------------------------------------------------------------------
Total Assets $16,928 $16,398
===============================================================================================
Liabilities and Stockholders' Investment
Current Liabilities:
Line of credit classified as current $ 1,443 $ 1,308
Accounts payable 1,764 1,570
Accrued current liabilities and other 4,433 4,204
- -----------------------------------------------------------------------------------------------
Total Liabilities 7,640 7,082
- -----------------------------------------------------------------------------------------------
Stockholders' Investment:
Common stock 100 100
Additional paid-in capital 9,954 9,954
Loans receivable for stock (235) (235)
Retained earnings 3,212 3,316
Cumulative translation adjustment 230 154
Treasury stock (3,973) (3,973)
- -----------------------------------------------------------------------------------------------
Total Stockholders' Investment 9,288 9,316
- -----------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Investment $16,928 $16,398
===============================================================================================
</TABLE>
<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,
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $11,151 $10,539 $20,056 $19,657
Operating costs and expenses:
Cost of products sold 6,736 6,605 12,499 12,819
Selling 1,467 1,924 2,962 3,617
General and administrative 1,343 1,153 2,584 2,347
Engineering and development 1,083 1,100 2,227 2,223
Amortization of intangibles and other 21 57 45 116
- ------------------------------------------------------------------------------------------------------------
Total operating costs and expenses 10,650 10,839 20,317 21,122
- ------------------------------------------------------------------------------------------------------------
Operating income (loss) 501 (300) (261) (1,465)
Other income (expenses), net:
Equity income from investments in joint ventures 100 -- 200 --
Interest and dividend income 14 17 32 53
Interest expense (36) (33) (71) (71)
Other income (expenses), net 116 (34) 32 (169)
- ------------------------------------------------------------------------------------------------------------
Total other income (expenses), net 194 (50) 193 (187)
- ------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes 695 (350) (68) (1,652)
Benefit (provision) for income taxes (78) 4 (36) (1)
- ------------------------------------------------------------------------------------------------------------
Net income (loss) $ 617 $ (346) $ (104) $(1,653)
============================================================================================================
Basic and diluted net income (loss) per share $ 0.14 $ (0.08) $ (0.02) $ (0.39)
============================================================================================================
Basic weighted average shares outstanding 4,283 4,283 4,283 4,283
============================================================================================================
Diluted weighted average shares outstanding 4,297 4,283 4,283 4,283
============================================================================================================
</TABLE>
2
<PAGE>
HATHAWAY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended
December 31,
1999 1998
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $ (104) $ (1,653)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization 438 470
Equity income from investment in joint venture (200) --
Gain on partial sale of investment in joint venture (126) --
Other 131 82
Changes in assets and liabilities, net of effect of purchase of Ashurst
Logistic Electronics Limited effective July 1, 1998:
(Increase) decrease in -
Restricted cash 438 (141)
Receivables (600) (16)
Inventories (1,042) 753
Prepaid expenses and other 207 (11)
Increase (decrease) in -
Accounts payable 194 (635)
Accrued liabilities and other 229 4
- -------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (435) (1,147)
Cash Flows From Investing Activities:
Purchase of property and equipment, net (272) (297)
Investment in joint venture (425) (35)
Proceeds from partial sale of investment in joint venture 143 --
Dividend from joint venture 139 121
Purchase of interest in Ashurst Logistic Electronics Limited, net of cash
acquired -- (281)
- -------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (415) (492)
Cash Flows from Financing Activities:
Repayments on line of credit (65) (150)
Borrowings on line of credit 200 97
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 135 (53)
Effect of foreign exchange rate changes on cash 7 (3)
- -------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (708) (1,695)
Cash and cash equivalents at beginning of year 2,416 3,443
- -------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at December 31 $ 1,708 $ 1,748
===================================================================================================================
</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,
1999 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):
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
<S> <C> <C>
-------------------------------
Parts and raw materials, net $ 2,364 $ 2,227
Finished goods and work-in process, net 1,994 1,089
-------------------------------
$ 4,358 $ 3,316
===============================
</TABLE>
4
<PAGE>
HATHAWAY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Basic and Diluted 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 For the six months ended
December 31, December 31,
Basic EPS Computation 1999 1998 1999 1998
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) $ 617 $ (346) $ (104) $ (1,653)
Denominator:
Basic weighted average
outstanding shares 4,283 4,283 4,283 4,283
-------------------------------------------------------------
Basic net income (loss) per share $ 0.14 $ (0.08) $ (0.02) $ (0.39)
</TABLE>
<TABLE>
<CAPTION>
For the three months ended For the six months ended
December 31, December 31,
Basic EPS Computation 1999 1998 1999 1998
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) $ 617 $ (346) $ (104) $ (1,653)
Denominator:
Diluted weighted average
outstanding shares 4,297 4,283 4,283 4,283
-------------------------------------------------------------
Diluted net income (loss) per share $ 0.14 $ (0.08) $ (0.02) $ (0.39)
</TABLE>
Stock options to purchase 885,004 and 839,704 shares were excluded from the
calculation of diluted loss per share for the six months ended December 31,
1999 and the three and six months ended December 31, 1998, respectively,
since the result would have been anti-dilutive.
4. Segment Information
-------------------
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," 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)
The following 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,
1999 1998 1999 1998
------------------ ------------------ ------------------ -----------------
Power Power Power Power
and Motion and Motion and Motion and Motion
Process Control Process Control Process Control Process Control
------------------ ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Revenues from external
customers $ 6,640 $ 4,511 $ 7,481 $ 3,058 $11,478 $ 8,578 $13,543 $ 6,114
Income (loss) before
income taxes 35 721 (440) 70 (1,327) 1,346 (1,591) (24)
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1999 As of June 30, 1999
Power and Motion Power and Motion
Process Control Process Control
--------------------------- --------------------------
<S> <C> <C> <C> <C>
Identifiable assets $ 10,523 $ 5,799 $ 9,232 $ 5,006
</TABLE>
The following is a reconciliation of segment information to consolidated
information:
<TABLE>
<CAPTION>
For the three months ended For the six months ended
December 31, December 31,
1999 1998 1999 1998
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Segments' income (loss) before
income taxes $ 756 $ (370) $ 19 $ (1,615)
Corporate activities (61) 20 (87) (37)
-------------------------------------------------------------
Consolidated income (loss) before
income taxes $ 695 $ (350) $ (68) $ (1,652)
=============================================================
</TABLE>
<TABLE>
<CAPTION>
As of As of
December 31, June 30,
1999 1999
-----------------------------
<S> <C> <C>
Segments' identifiable assets $ 16,322 $ 14,238
Corporate assets and eliminations 606 2,160
-----------------------------
Consolidated total assets $ 16,928 $ 16,398
=============================
</TABLE>
6
<PAGE>
HATHAWAY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. Comprehensive Loss
------------------
SFAS No. 130, "Reporting Comprehensive Income," 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 income (loss) is computed as follows (in thousands):
<TABLE>
<CAPTION>
For the three months ended For the six months ended
December 31, December 31,
1999 1998 1999 1998
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) $ 617 $ (346) $ (104) $ (1,653)
Translation adjustment (60) (80) 76 8
-------------------------------------------------------------
Comprehensive income
(loss) $ 557 $ (426) $ (28) $ (1,645)
=============================================================
</TABLE>
6. Recently Issued Accounting Standards
In December 1999, the SEC Staff issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements". This Bulletin summarizes
certain of the Staff's views in applying generally accepted accounting
principles to selected revenue recognition issues. The effect, if any, of
adopting most of the guidance included in the Bulletin should be accounted
for as a change in accounting principle no later than the first fiscal
quarter of the fiscal year beginning after December 15, 1999. The Company
anticipates adopting such guidance in its fiscal quarter ending September
30, 2000. The Company is in the process of determining what impact, if
any, this guidance will have on its revenue recognition.
7
<PAGE>
HATAWAY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATION 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: future financial performance may be
impacted by the unavailability of sufficient capital on satisfactory terms to
finance the Company's business plan, general business and economic conditions in
the domestic and international markets, uncertainty in the viability of
international markets, particularly the Asian market, and the impact of
political unrest on market forces, the introduction of new technologies and
competitors into the systems and instrumentation markets where the Company
competes, uncertainties in acceptance of new products in the existing power and
process market environment, increased competition and changes in competitor
responses to the Company's products, further adverse changes in the regulatory
environment, availability of qualified personnel, and others. 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," "intends" or "should" 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, 1999, the Company recognized a net
profit of $617,000, or $0.14 per share, compared to a net loss of $346,000, or
$.08 per share, for the same period last year. Revenues increased 6% in the
second quarter from $10,539,000 last year to $11,151,000 this year.
The Company recognized a net loss of $104,000, or $0.02 per share, for the six
months ended December 31, 1999, compared to a net loss of $1,653,000, or $.39
per share, for the six months ended December 31, 1998. Revenues for the first
six months increased by 2% from $19,657,000 in fiscal 1999 to $20,056,000 in
fiscal 2000.
The 6% increase in revenues for the second quarter and the 2% increase in
revenues for the first six months were due to an increase in revenues from the
Motion Control segment (Motion Control), partially offset by a decrease in
revenues in the Power and Process segment (Power and Process). Sales order
backlog is up 42% this year to $18,854,000 at December 31, 1999 from $13,283,000
at December 31, 1998. Backlog for both Motion Control and Power and Process is
greater at December 31, 1999 than at December 31, 1998.
Revenues from Motion Control for the second quarter increased 47% from
$3,058,000 for the second quarter last year to $4,511,000 for the second quarter
this year. Revenues for the six months increased 40% from $6,114,000 for the
six months last year to $8,578,000 for the current six-month period. Pretax
profit for Motion Control for the second quarter was $721,000 compared to
$70,000 last year and, for the six months, pretax profit was $1,346,000 compared
to a loss of $24,000 last year. The growth in Motion Control is a reflection of
expansion into new markets and broader segments of existing markets.
Power and Process revenues decreased from $7,481,000 for the second quarter
ended December 31, 1998 to $6,640,000 for the second quarter this year and from
$13,543,000 for the six months last year to $11,478,000 for the same period this
year. Power and process realized a pretax profit of $35,000 for the second
quarter this year compared to a loss of $440,000 last year. For the six months,
power and process had a pretax loss of $1,327,000 compared to a loss of
$1,591,000 last year. The improvement in results is primarily due to the
Company's success in marketing systems automation products to the deregulated
power industry, the release of new products and the success of its Chinese joint
venture investments. In addition, backlog for Power and Process orders has
strengthened during the six months ended December 31, 1999.
Sales to international customers increased from $3,367,000 in the second quarter
of the prior year, to $4,065,000 in the second quarter of the current year. In
the first six months, sales to international customers decreased slightly from
$6,606,000 in fiscal year 1999 to $6,553,000 in fiscal year 2000.
8
<PAGE>
HATAWAY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATION RESULTS AND FINANCIAL CONDITION
Foreign sales represented 36% of total sales in the quarter ended December 31,
1999 compared to 32% for the same quarter in fiscal year 1998 and 33% and 34% of
total sales were foreign sales for the six months ended December 31, 1999 and
1998, respectively.
Cost of products sold as a percentage of revenues decreased from 63% in the
second quarter of fiscal year 1999 to 60% in the second quarter of the current
year. Cost of products sold as a percentage of revenues also decreased from 65%
to 62% for the six months ended December 31, 1998 and 1999, respectively. The
decrease in the cost of products sold as a percentage of revenues results
primarily from Motion Control and is due to changes in the mix of products sold
and absorption of fixed manufacturing costs by a larger sales volume.
Selling, general and administrative, and engineering and development expenses
decreased 8% in the second quarter and 6% in the first six months, as compared
to the same periods last year. The decreases were due to the overall cost
reduction efforts of the Company.
During the first six months of fiscal year 2000, the Company recognized a
portion of its share of equity income from its Chinese joint ventures. The
amounts recognized were $100,000 and $200,000 in the quarter and six months
ended December 31, 1999, respectively, as compared to $0 in the same periods
last year. The amounts represent a portion of the joint ventures' expected
annual results. The Company will revise its estimates of its share of equity in
income (loss) from its joint ventures as necessary over the remainder of the
fiscal year.
During the second quarter of the current year, the Company sold 3% of its
investment in its Si Fang joint venture for $143,000 and recognized a $126,000
gain on the sale. The gain is included in other income in the statement of
operations for the quarter and six months ended December 31, 1999. The Company
reinvested the proceeds from the sale plus an additional $281,000 in cash
which includes the dividends received during the quarter of $139,000. After
the sale and capital contribution, the Company's ownership interest is 20%.
For the quarter ended December 31, 1999, the Company recognized a $78,000
provision for income taxes compared to a benefit of $4,000 for the same period
last year. For the first six months this year, a benefit of $36,000 was
recognized compared to $1,000 for the first six months last year. The amounts
are based on projected taxable income and utilization of domestic net operating
losses carried forward.
Liquidity and Capital Resources
- -------------------------------
The Company's liquidity position as measured by cash and cash equivalents
(excluding restricted cash) decreased $708,000 during the first six months of
fiscal 2000 to a balance of $1,708,000 at December 31, 1999, compared to a
decrease of $1,695,000 in the first six months of fiscal 1999. In the first six
months of fiscal 2000, $435,000 was used for operating activities, compared to
$1,182,000 used in operations for the same period last fiscal year. The
decreased use of cash was due to a decrease in net loss and release of
restricted cash partially offset by fluctuations in working capital balances.
Receivables increased $600,000 during the first six months of fiscal 2000 due to
an increase in sales during the period. Inventories increased $1,042,000 due to
additional inventory purchases made to fulfil the Company's increased backlog of
orders and anticipated future orders.
Cash of $415,000 was used by investing activities in the first six months of
fiscal 2000, compared to $457,000 used by investing activities last year. The
variance was primarily due to the purchase of Ashurst Logistic Electronics
Limited in the prior year offset by additional investment in a joint venture in
the current year. Financing activities provided $135,000 in the first six
months of fiscal 2000 compared to $53,000 used in fiscal 1999. The difference
was due to smaller repayments and larger borrowings on the line of credit in the
current year.
The Company's remaining fiscal 2000 working capital, capital expenditure and
debt service requirements are expected to be funded from future cash flows from
operations, the existing cash balance of $1,708,000 and the $1,557,000 available
under the long-term financing agreement. The Company believes that such
9
<PAGE>
HATAWAY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATION RESULTS AND FINANCIAL CONDITION
amounts are sufficient to fund operations and working capital needs for at least
the next twelve months. The Company's long-term financing agreement with Silicon
Valley Bank matures on May 7, 2000 but will continue for successive additional
terms of one year unless either party gives notice of termination at least sixty
days before the maturity date. The Company has not received notice of
termination and does not anticipate receiving or giving such notice, however, if
such notice was received, the Company would pursue other lenders to meet its
long-term financing needs. Although the Company believes it would be successful
in its efforts to obtain alternate financing, there are no assurances that it
will be successful in doing so. An inability to obtain such alternate financing
may have a material adverse effect on the Company's results of operations and
financial condition and could require the Company to implement various strategic
alternatives.
Year 2000 Compliance
- --------------------
In fiscal 1999, the Company adopted a "Y2K Readiness Program" and prepared for
Year 2000 effects on 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 not experienced, and does not anticipate
experiencing in the future, any Year 2000 related failures in its products. In
addition there was no interruption in or failure of normal business activities
or operations due to Year 2000 failures experienced in its internal systems,
processes and facilities or from its key vendors, supplier or subcontractors nor
are any anticipated in the future.
The Company's activities related to Year 2000 compliance were performed with
internal resources. All payroll and associated costs related to the Year 2000
issue were expensed as incurred. Year 2000 activities did not delay other
projects or materially impact the Company's business however, certain customers
may have deferred purchases of certain power products due to their own Year 2000
concerns. With the Year 2000 rollover completed, the Company anticipates it
will obtain any such deferred sales throughout the remainder of the fiscal year.
The Company will continue to monitor whether it needs to further address any
anticipated costs, problems and uncertainties associated with Year 2000
consequences.
10
<PAGE>
HATAWAY 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 28, 1999.
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. The vote tabulation was as follows:
1) Election of Directors
<TABLE>
<CAPTION>
Number of Votes
Witheld or Total Shares % of Shares
Nominee For Against Outstanding Voting For
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
E.E. Prince 3,508,850 343,807 4,283,463 82%
C.H. Clarridge 3,521,517 331,140 4,283,463 82%
D.D. Hock 3,511,944 340,713 4,283,463 82%
G.D. Hubbard 3,511,944 340,713 4,283,463 82%
G.J. Pilmanis 3,511,944 340,713 4,283,463 82%
R.D. Smith 3,511,944 340,713 4,283,463 82%
</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, 1999 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, 1999.
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 14, 2000 By: /s/ Richard D. Smith
----------------- -------------------------------------
President, Chief Executive Officer
and Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUN-30-2000 JUN-30-2000
<PERIOD-START> OCT-01-1999 JUL-01-1999
<PERIOD-END> DEC-31-1999 DEC-31-1999
<CASH> 1,916 1,916
<SECURITIES> 0 0
<RECEIVABLES> 7,500<F1> 7,500<F1>
<ALLOWANCES> 481 481
<INVENTORY> 4,358 4,358
<CURRENT-ASSETS> 14,270 14,270
<PP&E> 9,215<F1> 9,215<F1>
<DEPRECIATION> 7,647 7,647
<TOTAL-ASSETS> 16,928 16,928
<CURRENT-LIABILITIES> 7,640 7,640
<BONDS> 0 0
0 0
0 0
<COMMON> 100 100
<OTHER-SE> 9,188 9,188
<TOTAL-LIABILITY-AND-EQUITY> 16,926 16,926
<SALES> 11,151 20,056
<TOTAL-REVENUES> 11,151 20,056
<CGS> 6,736 12,499
<TOTAL-COSTS> 6,736 12,499
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 24 46
<INTEREST-EXPENSE> 36 71
<INCOME-PRETAX> 695 (88)
<INCOME-TAX> (78) (36)
<INCOME-CONTINUING> 617 (104)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 617 (104)
<EPS-BASIC> 0.14 (0.02)
<EPS-DILUTED> 0.14 (0.02)
<FN>
<F1>PRESENTED GROSS
</FN>
</TABLE>
