UNITED STATES
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 July 3, 1999
OR
[ ] TRANSITION REPORT UNDER 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)
California 94-2234140
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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, 1999, the issuer had outstanding 3,064,758 shares of Common
Stock, no par value.
1
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HYTEK MICROSYSTEMS, INC.
QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED JULY 3, 1999
INDEX
Page
Number
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Balance Sheet at July 3, 1999 (unaudited) and
January 2, 1999 . . . . . . . . . . . . . 3
Statement of Income (unaudited) for the Quarters and Six
Months ended July 3, 1999 and July 4, 1998 . . . . . . 4
Statement of Cash Flows (unaudited) for the Quarters and Six
Months ended July 3, 1999 and July 4, 1998 . . . . . . 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 . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 13
Signatures . . . . . . . . . . . . . . . . . . . . . . 14
Exhibit Index . . . . . . . . . . . . . . . . . . . . . 15
2
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PART 1. - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
HYTEK MICROSYSTEMS, INC.
BALANCE SHEET
July 3, 1999 January 2, 1999
ASSETS (Unaudited)
-------------- ---------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,749,540 $ 2,637,182
Trade accounts receivable - net of
allowance for doubtful accounts
of $50,000 at 7/3/99 and 1/2/99 828,107 1,918,265
Inventories 2,454,533 2,481,707
Prepaid expenses and deposits 79,867 38,932
------------- ------------
Total current assets 6,112,047 7,076,086
Deferred income taxes 200,000 200,000
Plant and equipment, at cost, less
accumulated depreciation and amortization 822,110 999,027
------------- ------------
Total assets $ 7,134,157 $ 8,275,113
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 126,982 $ 312,430
Accrued employee compensation and benefits 130,167 404,284
Accrued warranty, commissions and other 158,600 193,509
Customer deposits - -
Current portion of long-term debt 50,654 48,313
Current obligations under capital leases 56,250 53,850
------------- ------------
Total current liabilities 522,653 1,012,386
Long-term debt, less current portion 26,809 52,736
Long-term obligations under capital lease 9,971 38,709
Shareholders' equity:
Common Stock, no par value: 7,500,000 shares
authorized, 3,064,758 shares and 3,039,758
shares issued and outstanding at 7/3/99
and 1/2/99, respectively 5,016,468 5,007,093
Retained earnings 1,558,256 2,164,189
------------- ------------
Total shareholders' equity 6,574,724 7,171,282
------------- ------------
Total liabilities and shareholders equity $ 7,134,157 $ 8,275,113
============= ============
See accompanying notes.
</TABLE>
3
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HYTEK MICROSYSTEMS, INC.
STATEMENT OF INCOME (Unaudited)
Quarters and six months ended July 3, 1999 and July 4, 1998
Quarter ended Six months ended
--------------------- --------------------
7/3/1999 7/4/1998 7/3/1999 7/4/1998
---------- ---------- ---------- ---------
Net sales $1,270,876 $3,689,794 $2,988,004 $7,277,087
Costs and expenses:
Cost of sales 1,223,418 2,364,362 2,647,141 4,545,085
Engineering and development 203,193 239,082 446,653 463,541
Selling, general and
administrative 233,819 250,059 519,530 521,986
---------- ---------- ---------- ----------
Total costs and expenses 1,660,430 2,853,503 3,613,324 5,530,612
---------- ---------- ---------- ----------
Operating income (loss) (389,554) 836,291 (625,320) 1,746,475
Interest income 21,161 15,612 42,162 27,529
Interest expense 3,672 5,225 7,910 9,824
---------- ---------- ---------- ----------
Income (loss) before provision
for income taxes (372,065) 846,678 (591,068) 1,764,180
Provision for income taxes 0 19,800 14,865 19,800
---------- ---------- ---------- ----------
Net income (loss) $(372,065) $ 826,878 $(605,933) $1,744,380
========== ========== ========== ==========
Basic earnings (loss) per share $ (0.12) $ 0.28 $ (0.20) $ 0.59
Diluted earnings (loss) share $ (0.12) $ 0.26 $ (0.20) $ 0.55
Shares used in calculating basic
earnings (loss) per share 3,064,758 2,992,480 3,057,615 2,968,860
Shares used in calculating diluted
earnings (loss) per share 3,064,758 3,176,803 3,057,615 3,152,407
See accompanying notes.
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<TABLE>
HYTEK MICROSYSTEMS, INC.
STATEMENT OF CASH FLOWS (unaudited)
Quarters and Six Months Ended July 3, 1999 and July 4, 1998
Increase (decrease) in cash and cash equivalents
Quarter Ended Six Months Ended
------------------------------------- -----------------------------------
July 3, 1999 July 4, 1998 July 3, 1999 July 4, 1998
----------------- ----------------- --------------- -----------------
Cash flows from operating activities:
<S> <C> <C> <C> <C>
Net income (loss) $ (372,065) $ 826,878 $ (605,933) $ 1,744,380
Adjustments to reconcile net income (loss)
to cash flow provided by (used in) operations:
Depreciation and amortization 87,897 48,883 179,118 101,955
Accounts receivable 920,942 318,160 1,090,158 402,792
Inventories 241,972 150,040 27,174 598,187
Prepaid expenses and deposits 27,816 (2,974) (40,935) (30,236)
Accounts payable (108,456) 199,983 (185,448) (768,622)
Accrued employee compensation and benefits (79,691) 35,939 (274,117) (16,634)
Accrued warranty, commissions and other (13,421) (23,201) (34,909) (39,028)
Customer pre-payments 0 - - -
----------------- ----------------- --------------- -----------------
Net cash provided by (used in) operating 704,994 1,553,708 155,108 1,992,794
activities
Cash flows from investing activities:
Purchases of equipment (83) (73,361) (2,201) (166,416)
----------------- ----------------- --------------- -----------------
Net cash used in investing activities (83) (73,361) (2,201) (166,416)
Cash flows from financing activities:
Principal payments on long-term debt (11,933) (12,584) (23,586) (24,667)
Payment of capital lease obligations (13,312) (21,183) (26,338) (43,492)
Proceeds from exercise of stock options - 17,050 9,375 24,217
----------------- ----------------- --------------- -----------------
Net cash used in financing activities (25,245) (16,717) (40,549) (43,942)
Net increase (decrease) in cash and cash equivalents 679,666 1,463,630 112,358 1,782,436
Cash and cash equivalents at beginning of period 2,069,874 1,508,325 2,637,182 1,189,519
----------------- ----------------- --------------- -----------------
Cash and cash equivalents at end of period $ 2,749,540 $ 2,971,955 $ 2,749,540 $ 2,971,955
================= ================= =============== =================
See accompanying notes.
</TABLE>
5
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HYTEK MICROSYSTEMS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
JULY 3, 1999
(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 January 2, 1999, 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 July 3, 1999 are not necessarily indicative of the results that may be
expected for the entire year ending January 1, 2000. The Company operates on a
52/53 week fiscal year, which approximates the calendar year.
2. The Company leases its main Carson City facility pursuant to a
continuing lease expiring in 2005. It also leases a small amount of office space
pursuant to a lease expiring in March 2000. The aggregate future minimum rental
commitments as of July 3, 1999 for these leases were:
1999 $ 95,486
2000 173,747
2001 - 2005 828,678
----------
$1,097,911
----------
3. Inventories are stated at the lower of cost (determined using the
first-in, first-out method) or market. Inventories consisted of:
7-3-99 1-2-99
Raw Material $1,177,560 $1,285,543
Work-In-Process 987,928 1,031,896
Finished Goods 289,045 164,268
---------- ----------
$2,454,533 $2,481,707
---------- ----------
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 seven years.
5. In 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share". This Statement established standards for computing
and presenting earnings per share (EPS) and applies to entities that are
publicly held. This Statement simplifies the standards for computing EPS
presently contained in Accounting Principles Board Opinion No. 15, "Earnings Per
Share". This Statement replaces the presentation of primary and fully diluted
EPS under APB No. 15 with the presentation of basic and diluted EPS. The Company
adopted the provisions of this Statement during the year ended January 3, 1998.
6
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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 under "Future
Outlook" and elsewhere in this section. 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). All statements
made herein are made as of the date of filing of this Form 10-QSB. The Company
disclaims any obligation to update such statements after the date of filing of
this Form 10-QSB, except as may be required by law.
RESULTS OF OPERATIONS
Net sales for the second quarter ended July 3, 1999 decreased 66% from net
sales for the quarter ended July 4, 1998. Net sales for the quarter ended July
3, 1999 were $1,271,000 as compared to $3,690,000 for the quarter ended July 4,
1998. Net sales for the six months ended July 3, 1999 decreased 59% from net
sales for the six months ended July 4, 1998. Net sales for the two six-month
periods were $2,988,000 and $7,277,000, respectively.
The large decrease in sales for the quarter and six months ended July 3,
1999 is the result of a customer-initiated "Hold" on shipments to Chesapeake
Sciences Corp. (Chesapeake), the Company's largest customer in 1998. This "Hold"
was initiated in mid-February 1999, as a result of a period of reduced crude oil
prices combined with what was perceived as an abundant supply of crude oil
world-wide at that time. The combination of these factors has significantly
reduced the current demand for marine geophysical exploration systems.
Approximately $4,805,000 of Chesapeake orders currently remain on indefinite
"Hold". The Company is currently negotiating with Chesapeake regarding Hytek's
inventory on hand that relates to the Chesapeake orders.
Cost of sales was $1,223,000, or 96% of net sales, for the quarter ended
July 3, 1999, as compared to $2,364,000, or 64% of net sales, for the quarter
ended July 4, 1998. Cost of sales for the six months ended July 3, 1999 was
$2,647,000, or 89% of net sales, as compared to $4,545,000, or 62% of net sales,
for the six months ended July 4, 1998. The large increase in cost of sales as a
percentage of net sales results from spreading fixed costs over a much smaller
revenue base. In addition, the Company has written down a portion of its
Chesapeake inventory.
Engineering and development expenses were $203,000, or 16% of net sales,
for the quarter ended July 3, 1999, as compared to $239,000, or 6% of net sales
for the quarter ended July 4, 1998. Engineering and development expenses for the
six months ended July 3, 1999 were $447,000, or 15% of net sales, as compared to
$464,000, or 6% of net sales, for the six months ended July 4, 1998. Despite
reduced revenue for the current year, the Company has maintained its prior level
7
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of engineering personnel, as management believes that these technical resources
are critical to our efforts to enter new markets and broaden our customer base.
Selling, general and administrative expenses were $234,000, or 18% of net
sales for the quarter ended July 3, 1999, as compared to $250,000, or 7% of net
sales, for the quarter ended July 4, 1998. Selling, general and administrative
expenses for the six months ended July 3, 1999 were $520,000, or 17% of net
sales, as compared to $522,000, or 7% of net sales, for the six months ended
July 4, 1998. The increase in selling, general and administrative expense as a
percentage of net sales for the quarter and six-month period is attributable to
spreading these costs over a smaller revenue base. During this period the
Company has retained all of its sales and marketing personnel and has expanded
its independent sales representative coverage.
The Company had an operating loss of $390,000 for the quarter ended July 3,
1999, as compared to operating profit of $836,000 for the quarter ended July 4,
1998. The Company had an operating loss of $625,000 for the six months ended
July 3, 1999, as compared to an operating profit of $1,746,000 for the six
months ended July 4, 1998. The deterioration in operating results is the result
of the decline in sales to Chesapeake during 1999.
Net interest income was $17,000 for the quarter and $34,000 for the six
months ended July 3, 1999, as compared to $10,000 and $18,000 for each of the
comparable prior year periods.
Income tax expense of $15,000 was recognized in the six-month period ended
July 3, 1999. Income tax expense in the prior year quarter and six-month period
was $20,000. The Company has remaining future tax credit carrryforwards for
federal income tax purposes at January 2, 1999 of approximately $134,000. These
carryforwards will not expire.
INFORMATION AND DATA PROCESSING SYSTEMS (YEAR 2000)
The Company relies on an internal computer network for much of its day-to
day operating and financial information. The software for this network is a
commercial `off-the-shelf' package provided and maintained by a reputable
supplier. As of the date of this filing, the supplier has installed at the
Company software revisions that were represented by the supplier to have
eliminated any anticipated potential problems with the Year 2000.
Further, the Company has over 40 individual computer work-stations attached
to the network, all of which have been individually tested and found to be Year
2000 compliant. The Company has also initiated a survey of its major material
suppliers regarding their state of preparation and action to avert Year 2000
problems. As of the date of this filing, approximately 80% of these suppliers
have responded to this survey and all respondents are anticipating timely Year
2000 compliance. The Company is making additional contact with non-respondents
at this time. The Company anticipates that its supplier survey will be complete
by September 30, 1999.
The cost of the Company's preparations for Year 2000 computer readiness
have been minimal thus far and as of this filing are estimated to be
approximately $25,000. All costs have been funded through operating cash flow.
Future costs are not expected to be material at this time.
8
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In addition, the Company believes that its major customers and financial
institutions have taken, or are in process of taking, actions sufficient to
protect the Company from adverse effects of the Year 2000 in their own internal
systems.
Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. In the event that the Company
and its third parties do not complete all additional Year 2000 efforts in a
timely manner, or that its remediation efforts do not resolve the anticipated
problems, disruptions in the Company's day-to-day operations may occur. In
addition, disruptions in the economy in general resulting from Year 2000 issues
could also materially adversely affect the Company. The amount of potential
liability and lost revenue cannot be reasonably estimated at this time.
At the present time, the Company does not have a formal contingency plan as
it believes its internal efforts will have proved sufficient.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $2,750,000 in cash and cash equivalents at July 3, 1999, as
compared to $2,637,000 at January 2, 1999. This increase of $113,000 from year
end is comprised of $155,000 generated from operating activities (primarily
accounts receivable), $2,000 used for the purchase of capital equipment and
$40,000 used in financing activities.
Accounts receivable were $828,000 at July 3, 1999, as compared to
$1,918,000 at January 2, 1999. This decrease is attributable to significantly
reduced sales volume and continuing collection of funds from Chesapeake.
Inventories were $2,455,000 at July 3, 1999, as compared to $2,482,000 at
January 2, 1999. The Company still retains a substantial amount of inventory for
the Chesapeake program (approximately $1.8 million). The Company has written
down approximately $150,000 against any future losses that may result, but
additional write downs may be necessary should this program not return to
production status within a "reasonable" time frame.
Accounts payable were $127,000 at July 3, 1999 as compared to $312,000 at
January 2, 1999. This reduction reflects the current lower level of business
activity.
Accrued employee compensation and benefits were $130,000 at July 3, 1999,
as compared to $404,000 at January 2, 1999. This decrease results from the lower
employee base at July 3, 1999 combined with lack of accrued employee profit
sharing for the first six months of 1999. Accrued warranty, commissions and
other accrued liabilities were $159,000 at July 3, 1999, as compared to $194,000
at January 2, 1999. This reduction is the net effect of normal ongoing accruals
for sales commission expense, legal and audit fees and shareholder-related
expenses.
At July 3, 1999, the Company had Promissory Note and capital lease
obligations, for the purpose of financing production equipment, with SierraWest
Bank, in the amount of $144,000. The current portion of this indebtedness is
9
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$107,000 at July 3, 1999, with the remaining portion of $37,000 classified as
long-term debt. These obligations bear annual interest rates of 9.5% to 10.75%.
The Company also has a line of credit for $1,000,000 with SierraWest Bank,
which expires in May 2000 and bears interest at the prime rate. At July 3, 1999
and January 2, 1999, the Company was in compliance with all of the covenants of
this loan agreement and no amounts were outstanding.
FUTURE OUTLOOK
The Chesapeake "Hold" situation has had, as previously predicted, a serious
negative impact of the Company's financial performance for the first six months
of 1999. At the present time there is still no definitive answer as to when, or
if, shipments to Chesapeake will resume. Currently the Company still does not
anticipate any further shipments to Chesapeake during the remainder of 1999.*
However, there are some positive indicators currently emerging in the world oil
markets. Crude oil prices are presently continuing to rise and appear to have a
measure of stability. Production cuts by O.P.E.C. countries and other oil
producing nations are effectively reducing the supply of crude oil. There has
been some recent talk among oil market analysts of a possible short supply of
crude oil by year-end. These factors have a potential to create future positive
activity in the exploration market.*
In addition, the Company is pursuing several new opportunities in both the
Military/Aerospace and Medical markets, which, if successful, could have a
positive impact on operating results in the year 2000.* Further, the Company's
electro-optical products, Thermo-Electric Cooler Controllers (TECC) and Laser
Diode Drivers are beginning to attract significant interest from the
marketplace. Orders for TECCs through six months are over 40% higher than that
for the entire 1998 fiscal year. The Company is also working with multiple
potential new customers on custom designs of the Laser Diode Driver, which
appear to have volume potential.* While we do not expect these opportunities to
have any major impact for the current year, they provide the potential to
broaden our customer base for the year 2000 and beyond.*
During the past three months, we have added additional independent sales
representatives to further increase our presence in the marketplace. We are
currently upgrading our sales promotion literature and initiating a mass mail
communication program targeting specific industries. The Company believes these
actions will increase its exposure and help to generate additional potential
future business.
The Company's cash position is strong at $2.7 million at July 3, 1999. In
addition current liabilities have been significantly reduced since 1998 fiscal
year end. The Company believes that from this position, together with our line
of credit, we will have sufficient cash to meet operating needs for the next
twelve months in spite of current negative operating results.*
10
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The foregoing discussion contains statements that are forward-looking.
Actual results could differ materially. The primary factors that could cause a
material difference in actual results include customer cancellation or
rescheduling of orders, problems affecting delivery of vendor-supplied raw
materials and components or the inability to attract and retain qualified
personnel sufficient to meet customer requirements. The Company disclaims any
responsibility to update the forward-looking statements contained herein, except
as may be required by law.
11
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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
14, 1999 (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:
Election of Directors: For Withheld
Shou-Chen Yih 2,485,739 6,900
Charles S. Byrne 2,485,739 6,900
Robert Boschert 2,485,739 6,900
Edward W. Moose 2,485,739 6,900
Edward Y. Tang 2,485,739 6,900
Approval of Amendment to 1991 Stock Option Plan:
For 2,330,839
-----------
Against 156,600
-----------
Abstained 5,200
-----------
Broker Non-Votes 0
-----------
Ratification of the selection of Ernst & Young to serve as
auditors for fiscal 1999:
For - 2,485,039
---------
Against - 1,800
---------
Abstained - 5,800
---------
Broker Non-Votes - 0
---------
(d) Not applicable.
The foregoing matters are described in more detail in the issuer's definitive
proxy statement dated April 7, 1999 relating to the Annual Meeting of
Shareholders held on May 14, 1999.
12
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the quarter ended July
3, 1999.
13
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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: August 2, 1999 By: /s/ Sally B. Chapman
--------------------
Sally B. Chapman
Chief Financial Officer
(Principal Financial and
Accounting Officer)
14
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HYTEK MICROSYSTEMS, INC.
Quarterly Report on Form 10-QSB
for the Quarter ended July 3, 1999
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- -------- -------------------
27.1 Financial Data Schedule.
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Balance Sheet at July 3, 1999, Statement of Income at July 3, 1999. Other
SE is retained earnings. Interest Expense is net interest income.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-END> JUL-03-1999
<CASH> 2,749,540
<SECURITIES> 0
<RECEIVABLES> 878,107
<ALLOWANCES> 50,000
<INVENTORY> 2,454,533
<CURRENT-ASSETS> 6,112,047
<PP&E> 3,918,325
<DEPRECIATION> 3,096,215
<TOTAL-ASSETS> 7,134,157
<CURRENT-LIABILITIES> 522,653
<BONDS> 36,780
<COMMON> 5,016,468
0
0
<OTHER-SE> 1,558,256
<TOTAL-LIABILITY-AND-EQUITY> 7,134,157
<SALES> 2,985,726
<TOTAL-REVENUES> 2,988,004
<CGS> 2,647,141
<TOTAL-COSTS> 3,613,324
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (34,252)
<INCOME-PRETAX> (591,068)
<INCOME-TAX> 14,865
<INCOME-CONTINUING> (605,933)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (605,933)
<EPS-BASIC> (0.20)
<EPS-DILUTED> (0.20)
</TABLE>
