HYTEK MICROSYSTEMS INC
10QSB, 1996-08-06
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                  FORM 10-QSB
 
(Mark One)
 
 /X/  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                       OF 1934
 
     FOR THE QUARTERLY PERIOD ENDED JUNE 29, 1996
 
                                       OR
 
/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
 
     FOR THE TRANSITION PERIOD FROM                  TO
 
                         COMMISSION FILE NUMBER 0-11880
                            ------------------------
 
                            HYTEK MICROSYSTEMS, INC.
       (Exact name of small business issuer as specified in its charter)
 
<TABLE>
<S>                            <C>
         CALIFORNIA               94-2234140
(State or other jurisdiction   (I.R.S. Employer
     of incorporation or        Identification
        organization)                No.)
</TABLE>
 
                400 Hot Springs Road, Carson City, Nevada 89706
                    (Address of principal executive offices)
 
                   Issuer's telephone number: (702) 883-0820
                            ------------------------
 
    Check  whether the  issuer (1)  filed all  reports required  to be  filed by
Section 13 or 15(d) of the Exchange Act  during the past 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 July 30, 1996, the issuer had outstanding 2,933,091 shares of Common
                              Stock, no par value.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                            HYTEK MICROSYSTEMS, INC.
                        QUARTERLY REPORT ON FORM 10-QSB
                      FOR THE QUARTER ENDED JUNE 29, 1996
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                                                           PAGE NUMBER
                                                                                                          -------------
 
<S>         <C>                                                                                           <C>
Part I.     FINANCIAL INFORMATION:
 
Item 1.     Financial Statements:
 
            Balance Sheet at June 29, 1996 (unaudited) and December 30, 1995............................            3
 
            Statement of Operations and Accumulated Deficit (unaudited) for the Quarter and Six Months
             ended June 29, 1996 and July 1, 1995.......................................................            4
 
            Statement of Cash Flows (unaudited) for the Quarter and Six Months ended June 29, 1996 and
             July 1, 1995...............................................................................            5
 
            Notes to Interim Financial Statements (unaudited)...........................................            6
 
Item 2.     Management's Discussion and Analysis or Plan of Operation...................................            7
 
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............................................................           12
 
Signatures..............................................................................................           13
 
Exhibit Index...........................................................................................           14
</TABLE>
 
                                       2
<PAGE>
                        PART I. -- FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS.
 
                            HYTEK MICROSYSTEMS, INC.
 
                                 BALANCE SHEET
 
<TABLE>
<CAPTION>
                                          JUNE 29, 1996   DECEMBER 30, 1995
                                          -------------   -----------------
                                           (UNAUDITED)
<S>                                       <C>             <C>
                                  ASSETS
Current assets:
  Cash and cash equivalents.............   $    575,269      $    92,995
  Accounts receivable -- net of
   allowance for doubtful accounts of
   $20,000 at 12/30/95 and $50,000 at
   6/29/96..............................      1,359,773        1,179,847
Inventories.............................      1,454,911        1,239,785
Prepaid expenses and deposits...........         35,072           31,585
                                          -------------   -----------------
      Total current assets..............      3,425,025        2,544,212
Property, plant and equipment, at cost,
 less accumulated depreciation..........        202,822          101,375
                                          -------------   -----------------
      Total assets......................   $  3,627,847      $ 2,645,587
                                          -------------   -----------------
                                          -------------   -----------------
 
                   LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable......................   $    607,745      $   673,531
  Accrued employee compensation and
   benefits.............................        286,914          191,267
  Accrued warranty......................         75,000           75,000
  Customer pre-payments.................        235,718          178,664
  Commissions and other accrued
   liabilities..........................        103,505          129,747
                                          -------------   -----------------
      Total current liabilities.........      1,308,882        1,248,209
Shareholders' equity:
  Common Stock, no par value: 7,500,000
   shares authorized, 2,933,091 shares
   issued and outstanding...............      4,962,676        4,913,806
Accumulated deficit.....................     (2,643,711)      (3,516,428)
                                          -------------   -----------------
      Total shareholders' equity........      2,318,965        1,397,378
                                          -------------   -----------------
                                           $  3,627,847      $ 2,645,587
                                          -------------   -----------------
                                          -------------   -----------------
</TABLE>
 
                            See accompanying notes.
 
                                       3
<PAGE>
                            HYTEK MICROSYSTEMS, INC.
 
                STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
 
          QUARTERS AND SIX MONTHS ENDED JUNE 29, 1996 AND JULY 1, 1995
 
<TABLE>
<CAPTION>
                                                               QUARTER ENDED                SIX MONTHS ENDED
                                                        ----------------------------  ----------------------------
                                                           6/29/96        7/1/95         6/29/96        7/1/95
                                                        -------------  -------------  -------------  -------------
                                                         (UNAUDITED)    (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
<S>                                                     <C>            <C>            <C>            <C>
Net revenues..........................................  $   2,628,372  $   1,380,324  $   4,665,551  $   2,220,698
Costs and expenses:
  Cost of sales.......................................      1,791,961        925,410      3,184,672      1,593,999
  Research and development............................        141,897        148,343        289,380        310,905
  Selling, general and administrative.................        175,231        130,734        317,539        246,130
                                                        -------------  -------------  -------------  -------------
      Total costs and expenses........................      2,109,089      1,204,487      3,791,591      2,151,034
                                                        -------------  -------------  -------------  -------------
Operating income......................................        519,283        175,837        873,960         69,664
Interest income.......................................            324            877            621          1,429
Interest expense......................................          1,163            555          1,864            925
                                                        -------------  -------------  -------------  -------------
Income before provision for income taxes..............        518,444        176,159        872,717         70,168
Provision for income taxes............................       --             --             --             --
                                                        -------------  -------------  -------------  -------------
Net income............................................  $     518,444  $     176,159  $     872,717  $      70,168
Accumulated deficit:
  Beginning of period.................................  $  (3,162,155) $  (4,143,460) $  (3,516,428) $  (4,037,469)
                                                        -------------  -------------  -------------  -------------
  End of period.......................................  $  (2,643,711) $  (3,967,301) $  (2,643,711) $  (3,967,301)
                                                        -------------  -------------  -------------  -------------
                                                        -------------  -------------  -------------  -------------
Net income per share..................................  $         .17  $         .06  $         .28  $         .03
                                                        -------------  -------------  -------------  -------------
                                                        -------------  -------------  -------------  -------------
Common and common equivalent shares used in per share
 calculations.........................................      3,081,420      2,751,425      3,084,724      2,751,425
</TABLE>
 
                            See accompanying notes.
 
                                       4
<PAGE>
                            HYTEK MICROSYSTEMS, INC.
 
                      STATEMENT OF CASH FLOWS (UNAUDITED)
 
          QUARTERS AND SIX MONTHS ENDED JUNE 29, 1996 AND JULY 1, 1995
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
 
<TABLE>
<CAPTION>
                                                                  QUARTER ENDED              SIX MONTHS ENDED
                                                           ---------------------------  ---------------------------
                                                           JUNE 29, 1996  JULY 1, 1995  JUNE 29, 1996  JULY 1, 1995
                                                           -------------  ------------  -------------  ------------
<S>                                                        <C>            <C>           <C>            <C>
Cash flows from operating activities:
  Net income.............................................   $   518,444    $  176,159    $   872,717    $   70,168
  Adjustments to reconcile net income to cash flow
   provided by (used in) operations:
    Depreciation and amortization........................        14,886        16,206         24,330        30,210
    Accounts receivable..................................       (66,695)     (202,838)      (179,926)     (118,894)
    Inventories..........................................       144,020       (93,256)      (215,126)     (391,513)
    Prepaid expenses and deposits........................         4,643         2,814         (3,487)         (657)
    Other assets.........................................       --              3,030        --              5,958
    Accounts payable.....................................      (402,776)      157,070        (65,786)      247,436
    Accrued employee compensation and benefits...........       139,382        28,264         95,647         4,745
    Commissions and other accrued liabilities............        13,543       (42,485)       (26,242)      (31,082)
    Customer pre-payments................................        76,444       (89,615)        57,054       (16,910)
                                                           -------------  ------------  -------------  ------------
      Net cash provided by (used in) operating
       activities........................................       441,891       (44,651)       559,181      (200,539)
Cash flows from investing activities:
  Cash purchases of equipment............................       (29,005)      (10,152)      (125,778)      (37,706)
                                                           -------------  ------------  -------------  ------------
      Net cash from investing activities.................       (29,005)      (10,152)      (125,778)      (37,706)
Cash flows from financing activities:
  Repayment of short-term borrowings.....................       (50,000)       --            --             --
  Proceeds from exercise of stock options................        22,532        --             48,871        --
                                                           -------------  ------------  -------------  ------------
      Net cash used in financing activities..............       (27,468)       --             48,871        --
Net increase (decrease) in cash and cash equivalents.....       385,418       (54,803)       482,274      (238,245)
Cash and cash equivalents at beginning of period.........       189,851       200,113         92,995       383,555
                                                           -------------  ------------  -------------  ------------
Cash and cash equivalents at end of period...............   $   575,269    $  145,310    $   575,269    $  145,310
                                                           -------------  ------------  -------------  ------------
                                                           -------------  ------------  -------------  ------------
</TABLE>
 
                            See accompanying notes.
 
                                       5
<PAGE>
                            HYTEK MICROSYSTEMS, INC.
 
                     NOTES TO INTERIM FINANCIAL STATEMENTS
 
                                 JUNE 29, 1996
                                  (UNAUDITED)
 
    1.    In the  opinion of  management,  the accompanying  unaudited financial
statements  include  all  adjustments  (consisting  of  only  normal   recurring
adjustments)  that  are  necessary in  order  to make  the  financial statements
contained herein not misleading. These financial statements, notes and  analyses
should  be read in conjunction with the financial statements for the fiscal year
ended December 30, 1995, and notes thereto, which are contained in the Company's
Annual Report on Form 10-KSB for such  fiscal year. The results for the  quarter
ended  June 29, 1996 are  not necessarily indicative of  the results that may be
expected for the entire year ending December 28, 1996. The Company operates on a
52/53 week fiscal year, which approximates the calendar year.
 
    2.  The Company leases its Carson City facility pursuant to a ten year lease
expring in 2000. The aggregate future minimum rental commitments as of June  29,
1996 for this lease were:
 
<TABLE>
<S>                                                 <C>
1996..............................................  $  76,548
1997..............................................    156,918
1998..............................................    164,760
1999..............................................    172,998
2000..............................................     88,608
                                                    ---------
                                                    $ 659,832
                                                    ---------
                                                    ---------
</TABLE>
 
    3.    Inventories are  stated at  the  lower of  cost (determined  using the
first-in, first-out method) or market.  At June 29, 1996, inventories  consisted
of:
 
<TABLE>
<S>                                                 <C>
Raw Material......................................  $   670,296
Work-In-Process...................................      741,350
Finished Goods....................................       43,265
                                                    -----------
                                                    $ 1,454,911
                                                    -----------
                                                    -----------
</TABLE>
 
    4.     Plant  and  equipment  are  stated  at  cost  and  depreciated  on  a
straight-line basis  over the  estimated useful  life of  the assets,  generally
three to eight years.
 
                                       6
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
    For  the  purposes of  the following  discussion,  dollar amounts  have been
rounded to  the nearest  $1,000 and  all percentages  have been  rounded to  the
nearest 1%.
 
    This   interim  report  on  Form  10-QSB  contains  certain  forward-looking
statements within the meaning of Section 27A  of the Securities Act of 1933  and
Section  21E of the Securities Exchange Act of 1934. Actual results could differ
materially from those projected in the forward-looking statements as a result of
various factors, including  the risk factors  set forth below.  The Company  has
attempted   to  identify  forward-looking  statements  by  placing  an  asterisk
immediately following  the sentence  or  phrase containing  the  forward-looking
statement(s).
 
RESULTS OF OPERATIONS
 
    Net  revenues for  the quarter  ended June 29,  1996 increased  90% from net
revenues for the quarter ended July 1, 1995. Net revenues for the quarter  ended
June  29, 1996 were $2,628,000, as compared  to $1,380,000 for the quarter ended
July 1, 1995. Net revenues for the six months ended June 29, 1996 increased 110%
to $4,666,000  from net  revenues  for the  six months  ended  July 1,  1995  of
$2,221,000.  The increase in net  revenues for the quarter  and six months ended
June 29, 1996 over the  comparable period of the  prior year is attributable  to
increased  sales  to  Chesapeake Sciences  Corp.  ("Chesapeake"),  the Company's
largest customer during each of these periods. Chesapeake accounted for 70%  and
75%, respectively, of net revenues for the quarter and six months ended June 29,
1996.
 
    The  Company's backlog of customer orders was $5,095,000 at June 29, 1996 as
compared to $3,900,000  at July 1,  1995, and $7,912,000  at December 30,  1995.
Approximately  $2,247,000, or 44%  of the total backlog,  relates to orders from
Chesapeake. Because customers  may place  orders for delivery  at various  times
throughout  the year, and due to the possibility of customer changes in delivery
schedules or cancellation  of orders with  little or no  penalty, the  Company's
backlog as of any particular date may not be indicative of actual future sales.*
 
    Cost  of sales was $1,792,000, or 68% of net revenues, for the quarter ended
June 29, 1996, as compared to $925,000, or 67% of net revenues, for the  quarter
ended  July 1, 1995. Both quarters contained large customer programs with a high
materials cost content  per revenue  dollar. Cost of  sales for  the six  months
ended  June 29,  1996 was  $3,185,000, or  68% of  net revenues,  as compared to
$1,594,000, or 72% of net revenues, for the six months ended July 1, 1995.  This
decrease  in cost of sales as a percentage of net revenues is primarily a result
of spreading fixed costs over a much larger revenue base.
 
    Research and development expenses were $142,000, or 5% of net revenues,  for
the  quarter  ended  June 29,  1996,  as compared  to  $148,000, or  11%  of net
revenues, for the quarter ended July 1, 1995. Research and development  expenses
for  the six months ended June 29, 1996 were $289,000, or 6% of net revenues, as
compared to $311,000, or 14% of net  revenues, for the six months ended July  1,
1995.  This decrease in  the dollar amount of  research and development expenses
for the quarter and  six-month periods is  the result of  a slight reduction  in
compensation  to research and  development personnel attributable  to changes in
the mix of personnel  and a reduction in  expenditures for consumable tools  and
supplies used for development purposes. The Company is continuing its efforts to
develop  additional standard products. The  decrease in research and development
expenses as a percentage of net revenues is primarily a result of spreading such
expenses over a much larger revenue base.
 
    Selling, general and  administrative expenses  were $175,000, or  7% of  net
revenues, for the quarter ended June 29, 1996, as compared to $131,000, or 9% of
net  revenues,  in  the  quarter  ended  July  1,  1995.  Selling,  general  and
administrative expenses for the six months ended June 29, 1996 were $318,000, or
7% of net revenues, as compared to $246,000, or 11% of net revenues, for the six
months ended July 1, 1995. The  increase in selling, general and  administrative
expense  for  the  quarter and  six-month  periods  is primarily  the  result of
increases in compensation cost  due to additional staffing  in both selling  and
administrative  areas  and  increased expenditures  for  trade  advertising. The
decrease in selling, general and administrative expenses as a percentage of  net
revenues  is due to  the spreading of  such expenses over  a much larger revenue
base.
 
                                       7
<PAGE>
    The Company had an operating profit  of $519,000 for the quarter ended  June
29, 1996, as compared to operating profit of $176,000 for the quarter ended July
1,  1995.  The  increase  in  quarterly  profit  was  primarily  attributable to
increased sales volume. The Company had an operating profit of $874,000 for  the
six  months ended June 29,  1996, as compared to  an operating profit of $70,000
for the six months ended July 1, 1995.
 
    There was  no provision  for income  taxes in  any period  presented as  the
Company  has net  operating loss carryforwards  for both  Federal and California
income tax purposes. The  Company accounts for deferred  income taxes under  the
method  prescribed by  Financial Accounting  Standards Board  Statement No. 109,
"Accounting for Income  Taxes". Under this  statement, deferred tax  liabilities
and  assets are determined based on  differences between financial reporting and
tax bases of assets and liabilities.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company had $575,000 in cash at June 29, 1996, as compared to $93,000 at
December 30,  1995. This  increase of  $482,000 from  year end  is comprised  of
$559,000  generated by operating  activities and $49,000  generated by financing
activities, offset  by  $126,000 used  for  the purchase  of  capital  equipment
related  to  production  requirements. Cash  generated  by  operating activities
primarily reflects  increased  net  income,  offset  by  increases  in  accounts
receivable and inventories.
 
    Accounts  receivable  were  $1,360,000  at June  29,  1996,  as  compared to
$1,180,000 at December 30, 1995. This increase is the result of higher levels of
shipments at the  end of  the second  quarter of 1996  as compared  to the  1995
fiscal  year end. At June 29, 1996, accounts in excess of 60 days amounted to 3%
of total accounts receivable, as compared to less than 1% at December 30, 1995.
 
    Inventories were $1,455,000 at June 29,  1996, as compared to $1,240,000  at
December  30, 1995. This increase consists primarily of work in process required
to meet increased shipment levels.
 
    Accounts payable were $608,000 at June 29, 1996, as compared to $674,000  at
December  30,  1995.  This decrease  results  from improved  cash  flow allowing
improvement in vendor payment cycles.
 
    Accrued employee compensation and benefits was $287,000 at June 29, 1996, as
compared to $191,000  at December 30,  1995. This  increase is due  to a  slight
increase  in the number of employees and  an increase in the amounts accrued for
the employee profit sharing plan.
 
    Commissions and other accrued liabilities were $104,000 at June 29, 1996, as
compared to $130,000 at  December 30, 1995.  This reduction is  the result of  a
decrease in accrued liabilities due to payments made in 1996 of certain expenses
accrued in 1995.
 
    During  the first  quarter ended  March 30,  1996, the  Company had borrowed
$50,000 under its line of credit with  Sierra Bank of Nevada. During the  second
quarter  ended June 29, 1996,  this entire amount was  re-paid, and the $100,000
line is available  for use as  required. At June  29, 1996, the  Company was  in
compliance with all of the covenants of the loan agreement.
 
FUTURE OUTLOOK
 
    During the quarter and six months ended June 29, 1996, the Company increased
both  revenue  and  earnings over  the  comparable  prior year  period,  and, in
addition, improved its  cash position and  working capital. Management  believes
that  ongoing operations during the remainder  of 1996, together with the unused
portion of  its line  of credit,  will provide  sufficient cash  to meet  normal
operating  needs without  additional financing  activities through  December 28,
1996.* However, since the Company desires  to expand its technological base  and
increase  its offering of standard  products, investments in resources requiring
additional new equity or debt, may be  required.* In such case, there can be  no
assurance  that  such financing  will be  available on  terms acceptable  to the
Company or at all.
 
    The Compay's backlog of unfilled orders has decreased during the six  months
ended  June 29, 1996.  Chesapeake Sciences Corp. remains  as the largest portion
(44%) of  the  Company's  current  backlog. In  addition,  as  mentioned  above,
Chesapeake  accounted for  70% and  75%, respectively,  of net  revenues for the
quarter and six months ended  June 29, 1996. Any  cancellation of orders by,  or
disruption  of operations at Chesapeake Sciences Corporation, would have a major
adverse impact  on the  Company's future  operating results.  While the  Company
anticipates  additional "follow-on" orders from Chesapeake,* currently there are
no assurances that such orders will  be obtained. Consequently, there is a  risk
that the current levels of revenue and earnings could decline in the future.*
 
                                       8
<PAGE>
                          PART II -- OTHER INFORMATION
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    (a)  The Annual Meeting of  Shareholders of the Company  was held on May 17,
1996 (the "Meeting").
 
    (b) The following directors were elected at the Meeting:
 
           Shou-Chen Yih
           Charles S. Byrne
           Robert Boschert
           Edward W. Moose
           Edward Y. Tang
 
    (c) The results of the vote on each matter submitted to the shareholders  at
the Meeting were as follows:
 
<TABLE>
<CAPTION>
                                                                 FOR        WITHHELD
                                                             ------------  -----------
<S>                                                          <C>           <C>
Election of Directors:
  Shou-Chen Yih............................................     2,353,597         600
  Charles S. Byrne.........................................     2,353,597         600
  Robert Boschert..........................................     2,353,697         500
  Edward W. Moose..........................................     2,352,697       1,500
  Edward Y. Tang...........................................     2,363,697         500
</TABLE>
 
    Ratification  of the  selection of  Ernst & Young  to serve  as auditors for
fiscal 1996:
 
<TABLE>
<S>                 <C>        <C>
For                    --      2,350,597
Against                --          1,600
Abstained              --          2,000
Broker Non-Votes       --              0
</TABLE>
 
    (d) Not applicable.
 
    The  foregoing  matters  are  described  in  more  detail  in  the  issuer's
definitive proxy statement dated April 8, 1996 relating to the Annual Meeting of
Shareholders held on May 17, 1996.
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
 
    (a) Exhibits.
 
<TABLE>
<S>        <C>
10.1       Incentive Compensation Agreement for Charles S. Byrne,
           President and Chief Executive Officer.
 
10.2       Incentive Compensation Agreement for Jon B. Presnell,
           Vice-president.
 
27.1       Financial Data Schedule
</TABLE>
 
    (b) Reports on Form 8-K.
 
            No  Reports on Form 8-K were filed during the quarter ended June 29,
           1996.
 
                                       9
<PAGE>
                                   SIGNATURES
 
    In  accordance with  the requirements  of the  Exchange Act,  the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
                                                 HYTEK MICROSYSTEMS, INC.
                                                       (Registrant)
 
Date: July 30, 1996
                                          By:        /s/ Charles S. Byrne
                                             -----------------------------------
                                              Charles S. Byrne,
                                              President, Chief Executive Officer
                                              and
                                              Chief Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)
 
                                       10
<PAGE>
                            HYTEK MICROSYSTEMS, INC.
 
                        QUARTERLY REPORT ON FORM 10-QSB
               FOR THE QUARTER AND SIX MONTHS ENDED JUNE 29, 1996
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER     EXHIBIT DESCRIPTION
- -----------  ------------------------------------------------------------------------------------
<C>          <S>
      10.1   Incentive Compensation Agreement for Charles S. Byrne, President and Chief Executive
             Officer.
 
      10.2   Incentive Compensation Agreement for Jon B. Presnell, Vice-president.
 
      27.1   Financial Data Schedule.
</TABLE>
 
                                       11

<PAGE>
                                                                    EXHIBIT 10.1
 
             INCENTIVE COMPENSATION AGREEMENT FOR CHARLES S. BYRNE
                  FOR THE FISCAL YEAR ENDING DECEMBER 28, 1996
 
Upon  completion of the audit for the  fiscal year 1996 and certification of the
Company's financial  statements  for the  year,  Hytek will  pay  the  following
incentive to Charles S. Byrne based upon achievement of the following criteria:
 
CRITERIA                                                       MAXIMUM INCENTIVE
- -------------------------------------------------------------  -----------------
 
1.  Achieve 1996 original forecast pre-tax profit of
     $881,000: $6,000
 
      Achieve additional $810,000 pre-tax profit for 1996
       (total $1,691,000): additional $3,000                          $ 9,000
 
2.  Achieve additional revenue over the 1996 forecast
     ($6,899K) of $2,000,000 payable in increments:
      Additional $1,000,000 = $3,000
      Additional $2,000,000 = $6,000                                  $ 6,000
 
3.  Achieve reductions in inventory levels which equate to an
     annualized inventory turns ratio of four times. (Said
     turns ratio to be calculated by Ernst & Young.)                  $ 3,000
                                                                      -------
 
        Total Potential Incentive                                     $18,000
 
Each  criteria above  is a  separate item and  will be  awarded if  such item is
achieved. This incentive program is authorized by the Compensation Committee  of
the Board of Directors as of May 17, 1996.
 
By:        /s/ Robert Boschert             Accepted:    /s/ Charles S. Byrne
       ----------------------------                   -------------------------
             Robert Boschert                              Charles S. Byrne
 
           /s/ Edward W. Moose
       ----------------------------
             Edward W. Moose

<PAGE>
                                                                    EXHIBIT 10.2
 
              INCENTIVE COMPENSATION AGREEMENT FOR JON B. PRESNELL
                  FOR THE FISCAL YEAR ENDING DECEMBER 28, 1996
 
Upon  completion of the audit for the  fiscal year 1996 and certification of the
Company's financial  statements  for the  year,  Hytek will  pay  the  following
incentive to Jon B. Presnell based upon achievement of the following criteria:
 
CRITERIA                                                       MAXIMUM INCENTIVE
- -------------------------------------------------------------  -----------------
 
1.  Achieve 1996 forecast confident bookings of $4,794,700.           $ 2,500
 
2.  Book an additional $3,500,000 in business over the
     forecast confident bookings. Payable in increments:
      Additional $2,000,000 = $3,500
      Additional $2,500,000 = $4,500
      Additional $3,000,000 = $5,500
      Additional $3,500,000 = $6,500                                  $ 6,500
 
3.  Achieve 1996 forecast sales of $6,899,000.                        $ 2,500
 
4.  Achieve 1996 forecast gross margin of $2,415,000.                 $ 3,500
                                                                      -------
 
        Total Potential Incentive                                     $15,000
 
Each  criteria above  is a  separate item and  will be  awarded if  such item is
achieved. This incentive program is authorized by the Compensation Committee  of
the Board of Directors as of February 7, 1996.
 
By:        /s/ Charles S. Byrne            Accepted:     /s/ Jon B. Presnell
       ----------------------------                   -------------------------
         Charles S. Byrne, C.E.O.                       Jon B. Presnell, V.P.

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AT 6/29/96 AND STATEMENT OF OPERATIONS AT 6/29/96 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               JUN-29-1996
<CASH>                                         575,269
<SECURITIES>                                         0
<RECEIVABLES>                                1,409,773
<ALLOWANCES>                                    50,000
<INVENTORY>                                  1,454,911
<CURRENT-ASSETS>                             3,425,025
<PP&E>                                       2,679,507
<DEPRECIATION>                               2,476,685
<TOTAL-ASSETS>                               3,627,847
<CURRENT-LIABILITIES>                        1,308,882
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     2,318,965<F1>
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 3,627,847
<SALES>                                      4,661,737
<TOTAL-REVENUES>                             4,665,550
<CGS>                                        3,184,672
<TOTAL-COSTS>                                3,791,591
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,864
<INCOME-PRETAX>                                872,717
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            872,717
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   872,717
<EPS-PRIMARY>                                    0.298
<EPS-DILUTED>                                    0.283
<FN>
<F1>Common Stock as reported above is net of $2,643,712 accumulated deficit.
</FN>
        

</TABLE>


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