MATEC CORP/DE/
10-Q, 1998-11-16
STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS
Previous: ROYAL GOLD INC /DE/, 10-Q, 1998-11-16
Next: RYLAND GROUP INC, 10-Q, 1998-11-16



<PAGE>

                                   
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549
                                 FORM 10-Q


   
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

For the quarterly period ended  October 4, 1998                        
                                -----------------------------------------
                                   OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from               to
                               -------------    -------------

Commission File Number 1-4184                                            
                       --------------------------------------------------

                           MATEC Corporation                             
- - -------------------------------------------------------------------------
        (Exact name of registrant as specified in its charter)


          Maryland                                   06-0737363          
- - -------------------------------                 -------------------------
(State or other jurisdiction of                 (I.R.S Employer
incorporation or organization)                  Identification Number)


75 South St., Hopkinton, Massachusetts                         01748     
- - ----------------------------------------                    -------------
(Address of principal executive offices)                    (Zip Code)


                           (508) 435-9039                                
- - -------------------------------------------------------------------------
           (Registrant's telephone number, including area code)


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 90 days.  Yes  X  No    
                                                               ---    ---

As of November 13, 1998, the number of shares outstanding of Registrant's
Common Stock, par value $.05 was 2,716,948.
                                            


                                    
                                   -1-
<PAGE>
<PAGE>      

                             MATEC Corporation

                                   Index

                                                                  Page
                                                                  ----
PART I.  FINANCIAL INFORMATION
 
      Consolidated Condensed Balance Sheets - 
       October 4, 1998 and December 31, 1997 ...................     3
 
      Consolidated Statements of Operations - Three Months and  
       Nine Months Ended October 4, 1998 and September 28, 1997      4
                                                     
      Consolidated Condensed Statements of Cash Flows -
       Nine Months Ended October 4, 1998 and September 28, 1997      5
 
      Consolidated Statements of Comprehensive Income -
       Three Months and Nine Months ended October 4, 1998
       and September 28, 1997 ..................................     6

      Notes to Consolidated Condensed Financial Statements .....   7-9

      Management's Discussion and Analysis of Financial
       Condition and Results of Operations ..................... 10-13


PART II. OTHER INFORMATION                                           
           
      Item 6 - Exhibits and Reports on Form 8-K ................    14

Signatures .....................................................    15
























                                   -2-
<PAGE>
<PAGE>
                      PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
                    
                    MATEC Corporation and Subsidiaries
                   Consolidated Condensed Balance Sheets
               (In thousands, except share data) (Unaudited)
                                                        10/4/98  12/31/97(a)
                                                        -------- --------
                     ASSETS
Current assets:
  Cash and cash equivalents ............................ $ 4,478  $   885
  Receivables, less allowances of $69 and $45 ..........   1,495    1,921
  Inventories ..........................................   3,062    2,598
  Deferred income taxes and other current assets .......   1,352      873 
                                                         -------  -------
    Total current assets ...............................  10,387    6,277
                                                         -------  -------
Property, plant and equipment, at cost .................   7,599   10,583
  Less accumulated depreciation ........................   5,184    6,806
                                                         -------  -------
                                                           2,415    3,777
                                                         -------  -------
Marketable equity securities ...........................   3,118    4,658
Net assets of discontinued operations ..................       -    7,144
Other assets ...........................................     403       70
                                                         -------  -------
                                                         $16,323  $21,926
                                                         =======  =======
    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable ..................................... $   602  $   933
  Accrued liabilities ..................................   1,130      862
  Income taxes .........................................     878      416
                                                         -------  -------
    Total current liabilities ..........................   2,610    2,211
                                                         -------  -------
Deferred income taxes ..................................   1,452    2,317
Long-term debt .........................................   1,992    1,989
Stockholders' equity: 
  Preferred stock, $1.00 par value-          
   Authorized 1,000,000 shares; issued none ............       -        -
  Common stock, $.05 par value-            
   Authorized 10,000,000 shares; Issued 2,716,948 and
    3,804,195 shares ...................................     136      190
  Capital surplus ......................................   5,513    6,443
  Retained earnings ....................................   2,848   11,443
  Net unrealized gain on marketable equity securities ..   1,772    2,696
  Treasury stock at cost, 0 and 1,070,544 shares .......       -   (5,363)
                                                         -------  -------
    Total stockholders' equity ......................     10,269   15,409
                                                         -------  ------- 
                                                         $16,323  $21,926
                                                         =======  =======
(a) Restated to reflect discontinued operations.

See notes to consolidated condensed financial statements.
                                 

                                   -3-                          
<PAGE>
<PAGE> 
                   MATEC Corporation and Subsidiaries
                   Consolidated Statements of Operations
             (In thousands, except per share data) (Unaudited)
                                 Three Months Ended   Nine Months Ended   
                                 10/4/98   9/28/97(a) 10/4/98   9/28/97(a)
                                 -------   -------   --------  --------
Net sales .....................  $ 2,580   $ 3,424    $ 9,476   $ 9,597
Costs and expenses:
 Cost of sales ................    2,071     2,549      7,338     7,304
 Selling and administrative ...      788       811      2,302     2,231
                                 -------   -------    -------   -------
                                   2,859     3,360      9,640     9,535

Operating profit (loss) .......     (279)       64       (164)       62 
Other income (expense):
 Interest expense .............      (51)      (59)      (153)     (171)
 Gain on sale of property, plant
  and equipment ...............        -         -        386         - 
 Other, net ...................       60         9        115        12  
                                 -------   -------    -------   ------- 
                                       9       (50)       348      (159) 
Earnings (loss) from continuing
 operations before income taxes     (270)       14        184       (97) 
Income tax (expense) benefit ..      113        (5)       (69)       39
                                 -------   -------    -------   -------
Earnings (loss) from continuing
 operations ...................     (157)        9        115       (58)
Discontinued operations, net of
 taxes:
  Earnings (loss) from operations     (5)      177        106       267
  Gain on sales ...............      256         -        454         -
                                 -------   -------    -------   -------
Net earnings ..................  $    94   $   186    $   675   $   209
                                 =======   =======    =======   =======
Earnings (loss) per share:
 Basic: 
  Continuing operations .......    $(.06)    $ .00      $ .04     $(.02)
  Discontinued operations: 
   Operations, net of taxes ...      .00       .07        .04       .10
   Gain on sales, net of taxes       .09       .00        .17       .00
                                   -----     -----      -----     -----
                                   $ .03     $ .07      $ .25     $ .08
                                   =====     =====      =====     =====
 Diluted:
  Continuing operations .......    $(.06)    $ .00      $ .04     $(.02) 
  Discontinued operations:
   Operations, net of taxes ...      .00       .06        .04       .10
   Gain on sales, net of taxes       .09       .00        .17       .00 
                                   -----     -----      -----     -----
                                   $ .03     $ .06      $ .25     $ .08 
                                   =====     =====      =====     ===== 
Weighted average shares:
  Basic .......................    2,717     2,734      2,733     2,738
  Diluted .....................    2,717     2,771      2,734     2,738   
Cash dividends per share ......    $   -     $   -      $1.75     $   -
                                   =====     =====      =====     =====
(a) Restated to reflect discontinued operations.
See notes to consolidated condensed financial statements.
                                   -4-                               
<PAGE>
<PAGE>
                    MATEC Corporation and Subsidiaries
              Consolidated Condensed Statements of Cash Flows
                              (In thousands)
                                (Unaudited)
                                                     Nine Months Ended
                                                     10/4/98   9/28/97(a)
                                                    --------  -------- 
Cash flows from operating activities:
 Net earnings (loss) from continuing operations ...  $   115   $   (58)
 Adjustments to reconcile net earnings to net cash
  provided by operating activities:
   Depreciation and amortization ..................      424       427 
   Deferred income taxes ..........................     (175)      (30)  
   Gain on sale of property, plant and equipment ..     (386)        -
   Other ..........................................        3         3
   Changes in operating assets and liabilities ....      (80)      (44)
                                                     -------   -------
Net cash provided (used) by operating activities         (99)      298
- - ----------------------------------------------------------------------   
Cash flows from investing activities:   
 Proceeds from sale of property, plant and equipment   1,862         - 
 Capital expenditures .............................     (538)     (268)
 Collection of note receivable ....................       10         -
 Other, net........................................       (8)       (2)
                                                     -------   -------
Net cash provided (used) by investing activities       1,326      (270)
- - ---------------------------------------------------------------------- 
Cash flows from financing activities:
 Dividend paid ....................................   (4,827)        -
 Net (repayments) under lines of credit ...........        -      (400)
 Payments on long-term debt .......................        -      (200)
 Purchases of common stock ........................     (164)      (80)
 Stock options exercised ..........................      101         -
                                                     -------   -------
Net cash (used) by financing activities ...........   (4,890)     (680)
- - ---------------------------------------------------------------------- 
Net cash provided by discontinued operations ......    7,256       630
- - ----------------------------------------------------------------------
Net increase in cash and cash equivalents .........    3,593       (22)
                                                                          
Cash and cash equivalents:
 Beginning of period ..............................      885       610
                                                     -------   -------
 End of period ....................................  $ 4,478   $   588 
                                                     =======   ======= 
Non-cash investing and financing activities:
    During 1998, the Company retired all of its treasury stock.  The 
total cost of the treasury shares of $5,527,000 reduced common stock, 
capital surplus and retained earnings by $56,000, $1,028,000 and 
$4,443,000, respectively.

    In connection with the sale of a discontinued operation in 1998, the 
Company recorded a $456,000 receivable.

(a) Restated to reflect discontinued operations.

See notes to consolidated condensed financial statements.
                                                
                                   -5-
<PAGE>
 <PAGE>     
                    MATEC Corporation and Subsidiaries
             Consolidated Statements of Comprehensive Income
                              (In thousands)
                                (Unaudited)

                                               Three Months Ended
                                               10/4/98    9/28/97
                                               -------    -------

Net earnings ................................. $    94    $   186

Other comprehensive income, net of tax:
 Unrealized gain (loss) on marketable 
 equity securities, net of tax benefit 
 of $332 in 1998 and tax expense of $155
 in 1997 .....................................    (497)       466
                                               -------    ------- 
Comprehensive income (loss) .................. $  (403)   $   652
                                               =======    ======== 


                                                Nine Months Ended
                                               10/4/98    9/28/97
                                               -------    -------

Net earnings ................................  $   675    $  209

Other comprehensive income, net of tax:
 Unrealized gain (loss) on marketable
 equity securities, net of tax benefit 
 of $616 in 1998 and tax expense of $233
 in 1997 ....................................     (924)      582
                                               -------    -------
Comprehensive income (loss) .................  $  (249)   $  791
                                               =======    =======


See notes to consolidated condensed financial statements.




















                                   -6-
<PAGE>
<PAGE>
                        MATEC Corporation and Subsidiaries
           Notes to Consolidated Condensed Financial Statements

1. Financial Presentation:

    The interim financial statements are unaudited but, in the opinion of 
management, reflect all adjustments necessary for fair presentation of 
results for such periods.  The results of operations for any interim 
period are not necessarily indicative of results for the full year.

    The accounting policies followed by the Company are set forth
in Note 1 to the Company's financial statements in the 1997 MATEC    
Corporation and Subsidiaries Annual Report which is incorporated by    
reference in Form 10-K for the year ended December 31, 1997.
        
2. Description of Business:

    As described below, the Company has disposed of its Steel Cable and 
Instruments business segments.  As a result, the Company's current 
remaining business is conducted through its Valpey-Fisher subsidiary.  
This operation was previously reported in the Electronics business 
segment. 

3. Inventories:

    Inventories consist of the following (in thousands):
                                                10/4/98     12/31/97
                                                -------     --------
         Raw materials .......................  $ 1,607      $   800
         Work in process .....................      800        1,078
         Finished goods ......................      655          720
                                                -------      -------
                                                $ 3,062      $ 2,598
                                                =======      =======

4. Discontinued Operations:

    On April 15, 1998, the Company sold all of the assets of its Bergen 
Cable Technologies, Inc. ("Bergen") subsidiary.  The purchase price 
received consisted of $7.5 million in cash, a subordinated promissory 
note in the principal amount of $1,250,000, a 10% stock and membership 
interest in the acquiring entities, and assumption of certain liabilities 
including trade payables.  The gain on the sale was $198,000 after a tax 
provision of $132,000.

    Since the acquiring entity has significant third-party debt compared 
to its equity and the Company's note is subordinated to the third party 
debt, the Company will not record any gain realized on the note and stock 
portions of the sale until cash payments are received by the Company.

    On August 3, 1998, the Company sold certain assets of its Matec 
Instruments, Inc. ("MII") and Matec Applied Sciences, Inc. ("MASI") 
subsidiaries to a newly formed corporation.  Ken Bishop, who was 
President of MII and MASI until August 3, 1998, owns 53% of the newly 
formed corporation.  MII and MASI had comprised the Company's Instruments 
Segment of business. 

                                   -7-
<PAGE>
<PAGE>
    The purchase price received consisted of approximately $605,000 in 
cash, a subordinated promissory note in the principal amount of $250,000, 
a $250,000 noninterest bearing receivable, and the assumption of certain 
liabilities including trade payables.  In addition, the buyer has entered 
into a 5 year lease agreement with the Company to lease the space that it 
currently occupies and the buyer also has a 5 year option to purchase the 
real estate that includes the leased space.  The gain on sale was 
$248,000 after a tax provision of $152,000.

    As a result of the above, the operating results of Bergen, MII and 
MASI have been reported as discontinued operations, and previously 
reported financial statements have been restated to reflect these sales. 
The operating results of Bergen, MII and MASI are presented in the 
Consolidated Statements of Operations under the caption "Discontinued 
operations, net of taxes: Earnings (loss) from  operations" and include 
(in thousands):
                      
                                Three Months Ended   Nine Months Ended
                                10/4/98  9/28/97     10/4/98  9/28/97
                                -------  -------     -------  -------
  Net sales                     $   246  $ 4,922     $ 6,994  $13,739
  Earnings (loss) before
   income taxes                     (13)     296         171      445 
  Income tax (expense) benefit        8     (119)        (65)    (178)
  Net earnings (loss)                (5)     177         106      267

    At December 31, 1997, the net assets of Bergen, MII and MASI included 
in the Balance Sheet caption "Net assets of discontinued operations" were 
(in thousands): Current assets - $6,930; property, plant and equipment, 
net - $2,539; and current liabilities - $2,325.


    5. Stockholders' Equity:

    On July 2, 1998, the Company reincorporated in Maryland.  In 
connection with the reincorporation, stockholders who owned less than 100 
shares of Common Stock on July 2, 1998 ceased to be stockholders and 
received cash of $4.03 per share ("the Cash Out").  The reincorporation 
and Cash Out were approved by stockholders at the Company's Special in 
Lieu of Annual Meeting held on June 18, 1998.

    As a result of the Cash Out, the Company acquired 35,705 shares of 
Common Stock at a cost of $143,891.  In connection with the 
reincorporation, the 1,111,947 shares of treasury stock held by the 
Company on July 2, 1998, which included the 35,705 shares of common stock 
acquired as a result of the Cash Out, were retired and were reclassified 
as reductions to common stock issued.  The total cost of the treasury 
shares of $5,526,880 reduced common stock, capital surplus, and retained 
earnings by $55,597, $1,028,551 and $4,442,732, respectively.








                                   -8-
<PAGE>
<PAGE>    
6. New Accounting Standards:

    The Company adopted Statement of Financial Accounting Standards 
("SFAS") No. 130, "Reporting Comprehensive Income" during the first 
quarter of 1998, as required.  SFAS No. 130 establishes standards for 
reporting and displaying comprehensive income and its components in a set 
of financial statements.  The adoption of SFAS No. 130 had no impact on 
the Company's net earnings or stockholders' equity.

     Comprehensive income is defined as the change in equity of a 
business enterprise during a period from transactions and other events 
and circumstances from nonowner sources.  Presently, the only component 
of comprehensive income for the Company is unrealized holding gains 
(losses) on available for sale marketable equity securities.

     SFAS No. 131, "Disclosures about Segments of an Enterprise and 
Related Information" was issued during 1997.  SFAS No. 131  establishes 
standards for reporting annual and operating segment information and is 
effective for the Company's 1998 annual financial statements.  The 
Company is evaluating the effect that this new standard will have on 
disclosures in the Company's financial statements.

7.  Subsequent Event:

    On November 6, 1998, the Company received $400,000 from Colloidal 
Dynamics Pty. Ltd. ("CD").  $200,000 related to the balance of the 
purchase price from the sale of the AcoustoSizer product line in May 
1997, which had been previously deferred pending collection and $200,000 
related to CD purchasing the common stock of CD owned by the Company.  As 
a result of these transactions, the Company will report an after-tax gain 
of approximately $221,000 in the fourth quarter of 1998.


























                                   -9-
<PAGE>
<PAGE>
Item 2.     Management's Discussion and Analysis of Financial
                   Condition and Results of Operations


Liquidity and Capital Resources
- - -------------------------------
     Cash and cash equivalents increased $3,593,000 during the nine  
months ended October 4, 1998.  The Company's continuing operations used 
$3,663,000 of cash as operating and financing activities used $99,000 and 
$4,890,000 in cash, respectively, while investing activities generated 
cash of $1,326,000.  During this period, discontinued operations 
generated $7,256,000 of cash. 

     The $99,000 use of cash from continuing operations was mainly due to 
the $80,000 net increase in working capital.  Working capital increases 
included a $464,000 increase in inventory to support the current sales 
backlog and delivery requirements and a $331,000 reduction in accounts 
payable.  These cash requirements were  partially offset by a decrease in 
accounts receivable due to the lower shipping levels and an increase in 
income taxes. 

    During the nine months ended October 4, 1998, the Company received 
proceeds of $1,862,000 from the sale of its real estate complex located 
in Delaware.  None of the Company's operations were located at this 
facility.  During this period, the Company purchased $538,000 of 
machinery and equipment.  These additions are mainly geared toward adding 
new and upgrading existing production capabilities and processes.

    On May 15, 1998, the Company paid a special nonrecurring cash 
distribution of a $1.75 per share to stockholders of record on May 4, 
1998.  This special nonrecurring distribution totaled $4,827,000 and  
represents a substantial portion of the net cash proceeds from the sale 
of its Bergen Cable subsidiary.  During the nine months ended October 4, 
1998, the Company purchased $164,000 of treasury shares.  The mandatory 
cash-out of stockholders of record owning less than 100 shares accounted 
for $144,000 of these treasury shares.

    Management believes that based on its current working capital, the 
expected cash flows from operations and its $1,850,000 lines of credit 
availability, the Company's resources are sufficient to meet its 
financial needs in 1998 including a remaining capital expenditures budget 
of approximately $300,000. 

                                   
Results of Operations 
- - ---------------------
    Net sales from continuing operations for the quarter and nine months 
ended October 4, 1998 decreased 25% and 1%, respectively, from the 
comparable periods in 1997.  The sales decreases during both periods are 
due to lower sales of imported product that is bought and resold.  Sales 
of domestically produced product increased 7% and 33% over the 1997 
quarter and nine months ended periods, respectively.  The sales decreases 
of imported product during both periods resulted mainly from a lower 
backlog at the beginning of each period as compared to 1997 and lower 
bookings of imported product during both periods in 1998.  The sales 
increases of domestically produced product result from higher backlog and 
booking levels during both periods.  The Company has continued to

                                   -10-
<PAGE>
<PAGE>
experience weak bookings during 1998 as compared to 1997 partly due to 
the slow down in the electronic component industry caused in part by the 
financial difficulties in the Far East.  As a result, the Company's 
October 4, 1998 backlog is 6%, 35%, and 15% lower than the July 5, 1998, 
December 31, 1997, and September 28, 1997 levels, respectively.

   During the quarter ended October 4, 1998, cost of sales as a 
percentage of sales amounted to 80% versus 74% in 1997.  The overall 
lower margin was mainly do to the unfavorable effect of the fixed 
overhead over the lower sales volume.  During the nine months ended 
October 4, 1998, the 1998 cost of sales as a percentage of sales amounted 
to 77% compared to 76% in 1997.  The slightly higher percentage resulted 
from increased personnel and depreciation expenses offset in part by 
lower material costs due to changes in the sales mix.

    Total selling and administrative expenses for the quarter ended 
October 4, 1998 decreased $23,000 (3%) from comparable period in 1997.   
A $116,000 decrease in administrative expenses was partially offset by a 
$93,000 increase in selling expense.  The decrease in administrative 
expense is mainly due to the $100,000 of severance expense recorded in 
1997 for the Company's former president.  The increase in selling expense 
was attributable mainly to increased personnel costs and advertising 
expense.  During the nine months ended October 4, 1998, selling and 
administrative expenses increased $71,000 (3%) over the comparable period 
in 1997.  Selling expenses increased $263,000 over 1997 as a result of 
increased personnel costs and advertising expense.  The $192,000 decrease 
in general and administrative expenses mainly result from lower corporate 
payroll including severance  expense as the Company has not replaced its 
former president since his resignation as an employee in the third 
quarter of 1997.

    During the quarter and nine months ended October 4, 1998, interest 
expense decreased $8,000 and $18,000, respectively, from the 1997 periods 
due to lower levels of short-term debt and a lower interest rate on the 
term debt.  In February 1998, the Company sold its real estate complex in 
Delaware and realized a $386,000 pre-tax gain on the sale.

    Other income (expense), net includes the following (in thousands):
                               Quarter Ended       Nine Months Ended
                             10/4/98   9/28/97     10/4/98   9/28/97 
                             -------   -------     -------   -------
Dividend income ...........  $    26   $    16     $    57   $    47
Real estate operations ....       (7)       (3)        (34)      (40)
Interest income ...........       42         -          92         5  
Other, net ................       (1)       (4)          -         - 
                             -------   -------     -------   -------
                             $    60   $     9     $   115   $    12 
                             =======   =======     =======   =======

    The increases in interest income result from the higher cash levels 
generated by the sales of real estate and the discontinued operations. 
The fluctuations in the real estate operations are mainly due to either 
increases or decreases in operating expenses.

    The estimated effective income tax rate for 1998 is 38% compared to 
40% in 1997.  


                                   -11-
<PAGE>
<PAGE>
    During the quarter ended October 4, 1998, based on the decreased 
sales and gross margin, offset in part by a decrease in operating 
expenses, the Company reported an operating loss of $279,000 compared to 
an operating profit of $64,000 in 1997.  Other income (expense), net 
amounted to $9,000 of income in 1998 compared to $50,000 of expense in 
the corresponding 1997 period.  As a result, the Company reported a
pre-tax loss from continuing operations of $270,000 during the quarter 
ended October 4, 1998 compared to pre-tax earnings of $14,000 in 1997.  
Earnings from discontinued operations during 1998, including the gain on 
sale of $256,000, amounted to $251,000 compared to $177,000 during the 
comparable 1997 period.  In total, the Company reported net earnings of 
$94,000 during the quarter ended October 4, 1998 versus $186,000 in 1997.

    Based on the lower sales level and gross margin, and an increase in 
operating expenses, the Company reported an operating loss of $164,000 
during the nine months ended October 4, 1998 compared to an operating 
profit of $62,000 during the comparable period in 1997.  The nine months 
ended October 4, 1998 includes nonoperating income of $348,000 mainly as 
a result of the gain on sale of real estate compared to $159,000 of 
expense in the 1997 period.  As a result, during the nine months ended 
October 4, 1998, the Company reported a pre-tax earnings from continuing 
operations of $184,000 compared to a loss of $97,000 during the 1997 
period.  During the nine months ended October 4, 1998, earnings from 
discontinued operations, including the gains on sale of $454,000, 
amounted to $560,000 versus $267,000 in 1997.  In total, the Company 
reported net earnings of $675,000 during the nine months ended October 4, 
1998 compared to $209,000 in 1997.


Year 2000
- - ---------

    During the early part of 1998, the Company began reviewing its 
current computer system and software as it related to the "Year 2000" 
issue.  The Company has determined that the cost to modify the current 
software to be Year 2000 compliant is minor.  While completing this 
review, the Company analyzed the current system's capabilities and 
limitations as it related to current operations and to future business 
growth and expansion.  As a result of this review, the Company has 
decided to upgrade its current computer system and install a new computer 
and software system.  The Company has investigated and reviewed various 
software packages and systems that are the Year 2000 compliant and 
expects to select a system by the end of 1998.  The Company will begin 
implementation of the new system shortly thereafter.  By the end of the 
2nd quarter 1999 the Company expects to have installed modules of the new 
software package equivalent to its present system.  The cost of this new 
system will be included in the capital expenditure budget for 1999.

    In addition, the Company has and is continuing to request assurances 
from its major suppliers relating to the Year 2000 compliance issue and 
has and is responding to Year 2000 inquiries from its major customers.  
At this time, the Company has not yet assessed the outcome of these 
inquiries since the responses are not yet completed and are still in 
progress.



                                   -12-
<PAGE>
<PAGE>
    Presently, the Company does not have a formalized contingency plan if 
the above third parties are not Year 2000 compliant and the new computer 
system and software is not installed and working before 2000.  The 
Company expects that by the end of the 1st quarter of 1999, it will have 
completed its analysis of third party compliance and that the initial 
stages of the software installation should be completed.  At that time, 
the Company will determine if a contingency plan is required.


















































                                   -13-
<PAGE>
<PAGE>         

                       PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:
            
          11.   Statement re Computation of Per Share Earnings.  Filed
                herein.
          
          27.   Financial Data Schedule.  Filed for electronic purposes
                only.  
         
         (b)  Reports on Form 8-K:      
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                                          
On July 15, 1998, the Registrant filed a Report on Form
               8-K dated July 2, 1998 reporting under Item 5. Other
               Events.

               On August 17, 1998, the Registrant filed a Report on Form
               8-K dated August 3, 1998 reporting under Item 2.
               Acquisition or Disposition of Assets and Item 7. Financial
               Statements, Pro Forma Financial Information and Exhibits.


































                                   -14-
<PAGE>
<PAGE>

                                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.



                                             MATEC Corporation           
                                     ------------------------------------


Date: November 13, 1998              By /s/ Ted Valpey, Jr.              
                                        ---------------------------------
                                        Ted Valpey, Jr.
                                        Chairman of the Board and
                                        President 


Date: November 13, 1998              By /s/ Michael J. Kroll             
                                        ---------------------------------
                                        Michael J. Kroll,
                                        Vice President and Treasurer 









 

















 





                                   -15-
<PAGE>

<PAGE>      
MATEC Corporation and Subsidiaries                          Exhibit 11
Calculation of Earnings Per Share
(amounts in thousands, except per share data)

                                                   Three Months Ended
                                                  10/4/98   9/28/97(A)
                                                  -------   -------
Net earnings (loss) from continuing operations ... $ (157)  $    9
Discontinued operations:
  Net earnings (loss) from operations ............     (5)     177
  Gain on sale ...................................    256        -
                                                   ------   ------
Net earnings ..................................... $   94   $  186
                                                   ======   ======

Calculation of basic earnings per share:
- - ----------------------------------------
 Weighted-average shares .........................  2,717    2,734
                                                    =====    =====
 Basic earnings (loss) per common share:
   Continuing operations ......................... $ (.06)  $  .00
   Discontinued operations:
     Operations ..................................    .00      .07
     Gain on sale ................................    .09        -
                                                   ------   ------
                                                   $  .03   $  .07
                                                   ======   ======

Calculation of diluted earnings per share:
- - ------------------------------------------
 Weighted average common shares outstanding ......  2,717    2,734
 Increase from assumed exercise of stock options
  and investment of proceeds in treasury stock,
  based upon the average market prices (B) (C) ...      -       37
                                                    -----    -----
 Adjusted weighted-average shares ................  2,717    2,771
                                                    =====    =====
 Diluted earnings per common share:
   Continuing operations ......................... $ (.06)  $  .00
   Discontinued operations:
     Operations ..................................    .00      .06
     Gain on sale ................................    .09        -
                                                   ------   ------
                                                   $  .03   $  .06
                                                   ======   ======

(A) Restated to reflect discontinued operations.
(B) The dilutive effect of stock options and warrants was not considered
    in 1998 since the Company reported a loss from continuing operations.
(C) The dilutive effect of outstanding warrants to purchase 85,000 shares
    of common stock was not included in the 1997 computation since the
    exercise price was greater than the average market price of the common 
    shares.




                                   -16-
<PAGE>
<PAGE>          
MATEC Corporation and Subsidiaries                          Exhibit 11
Calculation of Earnings Per Share
(amounts in thousands, except per share data)

                                                   Nine Months Ended 
                                                  10/4/98   9/28/97(A)
                                                  -------   -------  
Net earnings (loss) from continuing operations ... $  115   $  (58)   
Discontinued operations:
  Net earnings from operations ...................    106      267
  Gain on sales ..................................    454        -
                                                   ------   ------  
Net earnings ..................................... $  675   $  209  
                                                   ======   ======  

Calculation of basic earnings per share:
- - ----------------------------------------
 Weighted-average shares .........................  2,733    2,738 
                                                    =====    ===== 
 Basic earnings (loss) per common share:
   Continuing operations ......................... $  .04   $ (.02)  
   Discontinued operations:
     Operations ..................................    .04      .10 
     Gain on sales ...............................    .17        - 
                                                   ------   ------
                                                   $  .25   $  .08 
                                                   ======   ======

Calculation of diluted earnings per share:
- - ------------------------------------------
 Weighted-average shares .........................  2,733    2,738 
 Increase from assumed exercise of stock options
  and investment of proceeds in treasury stock,
  based upon the average market prices (B) (C) ...      1        -
                                                    -----    ----- 
 Adjusted weighted-average shares ................  2,734    2,738  
                                                    =====    ===== 
 Diluted earnings (loss) per common share:
   Continuing operations ......................... $  .04   $ (.02) 
   Discontinued operations:
     Operations ..................................    .04      .10
     Gain on sales ...............................    .17        -
                                                   ------   ------ 
                                                   $  .25   $  .08  
                                                   ======   ======

(A) Restated to reflect discontinued operations.
(B) The dilutive effect of stock options and warrants was not considered
    in 1997 since the Company reported a loss from continuing operations.
(C) The dilutive effect of outstanding warrants to purchase 85,000 shares
    of common stock were not included in the 1998 computations since the
    exercise price was greater than the average market price of the common
    shares.




                                   -17-                                    
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               OCT-04-1998
<CASH>                                           4,478
<SECURITIES>                                         0
<RECEIVABLES>                                    1,564
<ALLOWANCES>                                        69
<INVENTORY>                                      3,062
<CURRENT-ASSETS>                                10,387
<PP&E>                                           7,599
<DEPRECIATION>                                   5,184
<TOTAL-ASSETS>                                  16,323
<CURRENT-LIABILITIES>                            2,610
<BONDS>                                          1,992
                                0
                                          0
<COMMON>                                           136
<OTHER-SE>                                      10,133
<TOTAL-LIABILITY-AND-EQUITY>                    16,323
<SALES>                                          9,476
<TOTAL-REVENUES>                                 9,476
<CGS>                                            7,338
<TOTAL-COSTS>                                    7,338
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    20
<INTEREST-EXPENSE>                                 153
<INCOME-PRETAX>                                    184
<INCOME-TAX>                                        69
<INCOME-CONTINUING>                                115
<DISCONTINUED>                                     560
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       675
<EPS-PRIMARY>                                      .25
<EPS-DILUTED>                                      .25
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-28-1997
<CASH>                                             588
<SECURITIES>                                         0
<RECEIVABLES>                                    2,006
<ALLOWANCES>                                        47
<INVENTORY>                                      2,452
<CURRENT-ASSETS>                                 5,985
<PP&E>                                          10,530
<DEPRECIATION>                                   6,690
<TOTAL-ASSETS>                                  20,994
<CURRENT-LIABILITIES>                            2,350
<BONDS>                                          1,988
                                0
                                          0
<COMMON>                                           190
<OTHER-SE>                                      14,395
<TOTAL-LIABILITY-AND-EQUITY>                    20,994
<SALES>                                          9,597
<TOTAL-REVENUES>                                 9,597
<CGS>                                            7,304
<TOTAL-COSTS>                                    7,304
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    23
<INTEREST-EXPENSE>                                 171
<INCOME-PRETAX>                                   (97)
<INCOME-TAX>                                      (39)
<INCOME-CONTINUING>                               (58)
<DISCONTINUED>                                     267
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       209
<EPS-PRIMARY>                                      .08
<EPS-DILUTED>                                      .08
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission