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
 
OR
            For the quarterly period ended June 30, 2013March 31, 2014
 
[   ]
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 001-09014
 
ChyronHego Corporation
(Exact name of registrant as specified in its charter)

New York 11-2117385
(State or other jurisdiction of incorporation or organization) 
(I.R.S. Employer Identification No.)
 
5 Hub Drive, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
 
(631) 845-2000
(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 [  ]

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).         [x] Yes        [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ]
(doDo not check if a smaller reporting company)
 Smaller reporting company [x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes [  ]     No [x]

The number of shares outstanding of the issuer's common stock, par value $.01 per share, on August 9, 2013May 7, 2014 was 30,110,068.35,531,124.

 
1

 

CHYRONHEGO CORPORATION


INDEX


PART IFINANCIAL INFORMATIONPage
   
Item 1.Financial Statements 
   Consolidated Balance Sheets as of June 30, 2013March 31, 2014 (unaudited) and 
 
    December 31, 20122013
3
   
   Consolidated Statements of Operations for the Three and Six Months 
 
    ended June 30,March 31, 2014 and 2013 and 2012 (unaudited)
4
   
   Consolidated Statements of Comprehensive Income (Loss) for the 
     Three and Six Months ended June 30,March 31, 2014 and 2013 and 2012 (unaudited)5
   
   Consolidated Statements of Cash Flows for the SixThree Months 
 
    ended June 30,March 31, 2014 and 2013 and 2012 (unaudited)
6
   
 
  Notes to Consolidated Financial Statements (unaudited)
7
   
Item 2.Management's Discussion and Analysis of Financial Condition 
 
  and Results of Operations
2019
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
2624
   
Item 4.
Controls and Procedures
2624
   
PART IIOTHER INFORMATION 
   
Item 1.
Legal Proceedings
2625
   
Item 1A.
Risk Factors
2725
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
2825
   
Item 3.
Defaults Upon Senior Securities
2825
   
Item 4.
Mine Safety Disclosures
2825
   
Item 5.
Other Information
2825
   
Item 6.
Exhibits
2926

 
2

 

PART I   FINANCIAL INFORMATION
Item 1.    Financial Statements
CHYRONHEGO CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

 Unaudited     Unaudited    
 June 30,  December 31,  March 31,  December 31, 
Assets 2013  2012  2014  2013 
Current assets:            
Cash and cash equivalents
 $2,189  $2,483  $3,988  $5,266 
Accounts receivable, net
  9,958   5,630   9,009   7,781 
Inventories, net
  2,686   2,285   2,747   2,816 
Prepaid expenses and other current assets   1,987   626   2,226   2,525 
Total current assets
  16,820   11,024   17,970   18,388 
                
Property and equipment, net
  3,364   1,347   4,209   4,145 
Intangible assets, net
  10,238   559   8,637   8,968 
Goodwill
  16,621   2,066   18,948   18,948 
Deferred tax asset
  253   -   77   56 
Other assets   191   119   141   147 
TOTAL ASSETS
 $47,487  $15,115  $49,982  $50,652 
   
Liabilities and Shareholders' EquityLiabilities and Shareholders' Equity Liabilities and Shareholders' Equity 
Current liabilities:                
Accounts payable and accrued expenses
 $8,977  $3,100  $8,418  $9,240 
Deferred revenue
  4,239   3,637   4,359   4,660 
Short-term debt
  1,578   1,532 
Due to related parties
  669   -   727   716 
Current portion of pension liability
  377   278   472   518 
Short-term debt
  1,269   280 
Deferred tax liability
  260   271 
Capital lease obligations
  224   20   190   215 
Total current liabilities
  15,755   7,315   16,004   17,152 
                
Contingent consideration
  7,555   -   8,328   12,260 
Pension liability
  4,069   3,873   2,330   2,197 
Deferred revenue
  986   1,198   841   923 
Long-term debt
  575   397   763   772 
Deferred tax liability
  962   1,195 
Other liabilities
  657   351   628   686 
Total liabilities
  29,597   13,134   29,856   35,185 
                
Commitments and contingencies                
                
Shareholders' equity:                
Preferred stock, par value $1.00, without designation                
Authorized - 1,000,000 shares, Issued - none                
Common stock, par value $.01                
Authorized - 150,000,000 shares                
Issued and outstanding - 30,094,464 at June 30, 2013        
and 17,135,239 at December 31, 2012
  301   171 
Issued and outstanding - 34,059,219 at March 31, 2014        
and 30,788,251 at December 31, 2013
  341   308 
Additional paid-in capital
  103,103   84,539   111,469   103,642 
Accumulated deficit
  (83,406)  (80,404)  (91,485)  (88,243)
Accumulated other comprehensive loss
  (2,255)  (2,325)  (405)  (421)
Total ChyronHego Corporation shareholders' equity
  17,743   1,981   19,920   15,286 
Non controlling interests
  147   -   206   181 
Total shareholders' equity
  17,890   1,981   20,126   15,467 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 $47,487  $15,115  $49,982  $50,652 

See Notes to Consolidated Financial Statements (unaudited)

 
3

 

CHYRONHEGO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(In thousands, except per share amounts)

(Unaudited)

 Three Months  Six Months 
 Ended June 30,  Ended June 30, 
 2013  2012  2013  2012  2014  2013 
                  
Product revenues
 $6,744  $5,771  $12,718  $11,573  $5,781  $5,974 
Service revenues
  3,972   1,913   6,015   3,988   6,840   2,043 
Total revenues
  10,716   7,684   18,733   15,561   12,621   8,017 
                        
Cost of sales
  3,385   2,365   5,680   4,700   4,885   2,295 
Gross profit
  7,331   5,319   13,053   10,861   7,736   5,722 
                        
Operating expenses:                        
Selling, general and administrative
  6,836   4,479   11,587   9,164   6,111   4,751 
Research and development
  2,345   1,929   4,125   3,860   2,178   1,780 
                
Change in fair value of contingent consideration  2,556   - 
Total operating expenses
  9,181   6,408   15,712   13,024   10,845   6,531 
                        
Operating loss
  (1,850)  (1,089)  (2,659)  (2,163)  (3,109)  (809)
                        
Interest expense, net
  (95)  (4)  (109)  (9)  (126)  (14)
                        
Other loss, net
  (39)  (13)  (122)  (6)  (70)  (83)
                        
Loss before taxes
  (1,984)  (1,106)  (2,890)  (2,178)  (3,305)  (906)
                        
Income tax (expense) benefit, net
  (93)  476   (104)  597 
Income tax benefit (expense), net   88   (11)
                        
Net loss
  (2,077)  (630)  (2,994)  (1,581)  (3,217)  (917)
                        
Less: Net income attributable to                
Non controlling interests
  8   -   8   - 
Less: Net income attributable to non-controlling interests  25   - 
                        
Net loss attributable to ChyronHego                
shareholders
 $(2,085) $(630) $(3,002) $(1,581)
Net loss attributable to ChyronHego shareholders  (3,242) $(917)
                        
Net loss per share attributable to                
ChyronHego shareholders- basic
 $(0.09) $(0.04) $(0.15) $(0.09)
Net loss per share attributable to ChyronHego        
shareholders - basic  $(0.10) $(0.05)
                        
Net loss per share attributable to                
ChyronHego shareholders- diluted
 $(0.09) $(0.04) $(0.15) $(0.09)
Net loss per share attributable to ChyronHego        
shareholders - diluted  $(0.10) $(0.05)
                        
Weighted average shares outstanding:                        
Basic
  22,989   16,898   20,191   16,852   31,118   17,362 
Diluted
  22,989   16,898   20,191   16,852   31,118   17,362 




See Notes to Consolidated Financial Statements (unaudited)

 
4

 

CHYRONHEGO CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(In thousands)

(Unaudited)




  Three Months  Six Months 
  Ended June 30,  Ended June 30, 
  2013  2012  2013  2012 
             
Net loss
 $(2,077) $(630) $(2,994) $(1,581)
                 
Other comprehensive income (loss):                
                 
  Foreign currency translation adjustment
  90   (7)  70   3 
                 
Comprehensive loss
  (1,987)  (637)  (2,924)  (1,578)
                 
 Less: Comprehensive income attributable                
    to non controlling interests
  8   -   8   - 
                 
Comprehensive loss attributable to                
    ChyronHego Corporation
 $(1,995) $(637) $(2,932) $(1,578)
                 

  2014  2013 
       
Net loss
 $(3,217) $(917)
         
Other comprehensive income (loss):        
         
   Cumulative translation adjustment
  16   (20)
         
Comprehensive loss
  (3,201)  (937)
         
Less: Comprehensive income attributable to        
  non-controlling interest
  25   - 
         
Comprehensive loss attributable to ChyronHego        
  Corporation
 $(3,226) $(937)


















See Notes to Consolidated Financial Statements (unaudited)




 
5

 

CHYRONHEGO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(In thousands)
(Unaudited)

 Six Months  2014  2013 
 Ended June 30, 
 2013  2012 
Cash Flows from Operating Activities      
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss
 $(2,994) $(1,581) $(3,217) $ (917)
Adjustments to reconcile net loss to net cash from        
Adjustments to reconcile net loss to net cash used in        
operating activities:                
Depreciation and amortization
  768   441   733   187 
Deferred tax allowance
  372   - 
Deferred tax asset allowance   (67)  353 
Deferred income tax benefit
  (316)  (620)  (197)  (353)
Inventory provisions
  -   10 
Share-based payment arrangements
  2,384   479   290   340 
Shares issued for 401(k) match
  128   153   52   70 
Change in fair value of contingent consideration  2,556   - 
Other
  55   (19)  100   (130)
Changes in operating assets and liabilities, net of acquisition:        
Changes in operating assets and liabilities, net of acquisitions:        
Accounts receivable
  (1,631)  98   (1,235)  19 
Inventories
  (401)  101   69   188 
Prepaid expenses and other assets
  (69)  (99)  300   (128)
Accounts payable and accrued expenses
  1,837   (28)  34   348 
Deferred revenue
  52   347   (382)  (209)
Other liabilities
  339   (265)  77   210 
Net cash provided by (used in) operating activities
  524   (983)
Net cash used in operating activities
  (887)  (22)
                
Cash Flows from Investing Activities        
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisitions of property and equipment
  (714)  (323)  (539)  (72)
Purchase of business, net of cash acquired
  (28)  - 
Net cash used in investing activities
  (742)  (323)  (539)  (72)
                
Cash Flows from Financing Activities        
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from revolving credit facilities, net  302   - 
Repayments on debt   (282)  (70)
Proceeds from borrowings
  222   -   10   - 
Payments on capital lease obligations   (63)  (10)
Proceeds from exercise of stock options
  2   -   178   - 
Payments on capital lease obligations
  (102)  (19)
Repayments on debt
  (213)  (135)
Net cash used in financing activities
  (91)  (154)
Net cash provided by (used in) financing activities  145   (80)
                
Effect of exchange rate changes on cash and cash equivalents
  15   - 
Effect of exchange rates on cash and cash equivalents  3   - 
                
Change in cash and cash equivalents
  (294)  (1,460)  (1,278)  (174)
Cash and cash equivalents at beginning of period
  2,483   4,216   5,266   2,483 
Cash and cash equivalents at end of period
 $2,189  $2,756  $3,988  $2,309 
                
Supplemental Cash Flow Information:        
Common stock issued for acquisition
 $16,591   - 
Contingent consideration for acquisition
 $7,500   - 
SUPPLEMENTAL CASH FLOW INFORMATION:        
Common stock issued in settlement of contingent consideration $6,488   - 
Common stock issued in settlement of awards under the        
Management Incentive Compensation Plan and        
Severance Agreements   846   - 


See Notes to Consolidated Financial Statements (unaudited)

 
6

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1.           BASIS OF PRESENTATION

Nature of Business

On May 22, 2013 Chyron Corporation ("Chyron") acquired the outstanding stock of Hego Aktiebolag ("Hego" or "Hego AB"), creatingand changed its name to ChyronHego Corporation (the "Company" or "ChyronHego"). Hego is a global graphics services company based in Stockholm, Sweden that develops real-time graphics products for the broadcast and sports industries. The companies combined in a cash and stock-for-stock transaction and the Company will continuehas continued to trade on the NASDAQ under the symbol "CHYR." The combination of these two companies, which is referred to in these consolidated financial statements as the "Business Combination," forms a leading global provider of broadcast graphics creation, playout and real-time data visualization.

General

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany amounts have been eliminated. The results of operations include the operating results of Hego since the completion of the Business Combination on May 22, 2013. See Note 8 of these consolidated financial statements.

In the opinion of management of the Company, the unaudited consolidated interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2013March 31, 2014 and the consolidated results of its operations, its comprehensive income (loss) and its cash flows for the periods ended June 30, 2013March 31, 2014 and 2012.2013. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2013.2014. In addition, management is required to make estimates and assumptions that affect the amounts reported and related disclosures. Estimates made by management include inventory valuations, stock and bonus compensation, allowances for doubtful accounts, income taxes, pension assumptions, allocations of purchase price, contingent consideration, valuation of intangible assets and reserves for warranty and incurred but not reported health insurance claims. Estimates, by their nature, are based on judgment and available information. Also, during interim periods, certain costs and expenses are allocated among periods based on an estimate of time expired, benefit received, or other activity associated with the periods. Accordingly, actual results could differ from those estimates. The Company has not segregated its cost of sales between costs of products and costs of services as it is not practicable to segregate such costs. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.2013. The December 31, 20122013 figures included herein were derived from such audited consolidated financial statements.

 
7

 

Recent Accounting Pronouncements

In February 2013,April 2014, the FASBFinancial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, which includes amendments to disclosurethat change the requirements for presentationreporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Additionally, the ASU requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of comprehensive income. The standard requires presentation (either in a single note or parenthetically on the face of the financial statements) of the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a componentdiscontinued operations. This update is not required to be reclassified to net income in its entirety, a cross reference to the related footnoteeffective for additional information will be required. The amendments are effective prospectively for reporting periods beginning after December 15, 2012.2014. The implementation of the amended accounting guidance has not had a material impact on the Company's consolidated financial position or results of operations.
In February 2013, the FASB issued new accounting guidance clarifying the accounting for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The implementation of the new accounting guidance is not expected to have a material impact on the Company's consolidated financial statements.

In July 2013, the FASB issued ASU 2013-11, which provides that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or resultsthe tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, in which case the unrecognized tax benefit should be presented as a liability. This standard is effective for fiscal years beginning after December 15, 2013. The Company's adoption of operations.this standard did not have a significant impact on its consolidated financial statements.

In March 2013, the FASB issued amendments to addressASU 2013-05, which addresses the accounting for thea cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments arestandard is effective prospectively for fiscal years, and interim periods within those fiscal years beginning after December 15, 2013 (early2013. The Company's adoption is permitted). The implementation of the amended accounting guidance isthis standard did not expected to have a materialsignificant impact on the Company'sits consolidated financial position or results of operations.statements.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of stock options and restricted stock units are reflected in diluted net income (loss) per share by applying the treasury stock method.

The Company recorded net losses for the three and six months ended June 30, 2013March 31, 2014 and 2012.2013. Potential common shares are anti-dilutive in periods in which the Company records a net loss because they would reduce the respective period's net loss per share. Anti-dilutive potential common shares are excluded from the calculation of diluted earnings per share. As a result, net diluted loss per share was equal to basic net loss per share in all periods presented.


 
8

 

Shares used to calculate net loss per shareexcluded from the calculation are as follows (in thousands):

Three Months Six MonthsThree Months
Ended June 30, Ended June 30,Ended March 31,
20132012 20132012
Basic weighted average shares outstanding22,98916,898 20,19116,852
Effect of dilutive stock options- -
Effect of dilutive restricted stock units          -           -
Diluted weighted average shares outstanding22,98916,898 20,19116,852
   20142013
Weighted average shares which are not included    
in the calculation of diluted earnings (loss)    
per share because their impact is anti-dilutive:    
Stock options3,3402,738 3,1722,6841,1893,003
Restricted stock units         -    186       60    190-120
 3,340 2,924  3,232 2,874

2.           LONG-TERM INCENTIVE PLANS

Pursuant to the 2008 Long-term Incentive Plan (the "Plan"), the Company may grant stock options (non-qualified or incentive), stock appreciation rights, restricted stock, restricted stock units and other share-based awards to employees, directors and other persons who serve the Company. The Plan is overseen by the Compensation Committee of the Board of Directors, which approves the timing and circumstances under which share-based awards may be granted. At June 30, 2013March 31, 2014 there were 3.50.5 million shares available to be granted under the Plan, which includes 3.0 million shares that were approved for issuance under the Plan by the Company's stockholders in May 2013.Plan. The Company issues new shares to satisfy the exercise or release of share-based awards. Under the provisions of FASB Accounting Standards Codification ("ASC") Topic 718, Stock Compensation, all share-based payments are required to be recognized in the statement of operations based on their fair values at the date of grant.

The fair value of each option award is estimated using a Black-Scholes option valuation model. Expected volatility is based on the historical volatility of the price of the Company's stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option. The Company uses historical data to estimate expected dividend yield, expected life and forfeiture rates. Options generally have a life of 10 years and have either time-based or performance-based vesting features. Time-based awards generally vest over a three year period, while the performance-based awards vest upon the achievement of specific performance targets. There were no options granted during the three months ended June 30, 2013. The fair values of the options granted during the three months ended June 30, 2012March 31, 2014 and the six months ended June 30, 2013, and 2012, were estimated based on the following weighted average assumptions:

  Three Months 
  Ended March 31, 
  2014  2013 
Expected volatility  78.39%  76.23%
Risk-free interest rate  2.00%  1.06%
Expected dividend yield  0.00%  0.00%
Expected life (in years)  6.0   6.0 
Estimated fair value per option granted $1.86  $0.87 


 
9

 


  Three Months  Six Months 
  Ended June 30,  Ended June 30, 
  2012  2013  2012 
Expected volatility  68.49%  76.23%  69.44%
Risk-free interest rate  0.94%  1.06%  1.32%
Expected dividend yield  0.00%  0.00%  0.00%
Expected life (in years)  6.0   6.0   6.0 
Estimated fair value per option granted $0.85  $0.87  $0.97 

The following table presents a summary of the Company's stock option activity for the sixthree months ended June 30, 2013:March 31, 2014:

 Number of
     Options    
Outstanding at January 1, 201320144,294,2735,994,788 
  Granted60,000495,000 
  Exercised(52,428)(241,627)
  Forfeited and cancelled      (112,918)(7,655)
Outstanding at June 30, 2013March 31, 20144,188,9276,240,506 

The Company also grants restricted stock units, or RSUs, that entitleeach of which entitles the holder to a share of Company common stock. The fair value of an RSU is equal to the market value of a share of common stock on the date of grant.

The following table presents a summary of the Company's RSU activity for the sixthree months ended June 30, 2013:March 31, 2014:

 Shares
Nonvested at January 1, 20132014343,161 -
  Granted329,164 
  Vested (672,325)125,803
Nonvested at June 30, 2013March 31, 2014              - 125,803

On May 22, 2013 the Business Combination of Chyron and Hego, as discussed in Note 8 to these Consolidated Financial Statements, constituted a change in control under the Company's long-term incentive plans. As a result, at the closing of the Business Combination, all outstanding awards became immediately exercisable and fully vested, without regard to any time and/or performance vesting conditions. As a result, the Company recorded a charge of $1.3 million, representing the unamortized expense related to the vesting of such equity awards.

On May 2, 2013 the Company implemented a restructuring plan to reduce operating costs that resulted in the reduction of its workforce by 20 employees. All affected employees were provided with an adjustment in the terms of their stock options and/or RSUs that were outstanding on their termination date. Subject to a properly executed release by the affected employees, the stock option and RSU awards were amended to permit those awards to vest at their termination date regardless of performance conditions if any in the original award, and the expiration date for exercise of the stock options was extended through the end of the original
10

term of the stock option, usually ten years from date of grant, rather than expiring ninety days after the employee's termination date as stated in the original awards. As a result, the Company recorded a charge of approximately $0.4 million associated with the modifications of these awards.

In addition, each year the Company adopts a Management Incentive Compensation Plan (the "Incentive Plan") that entitles recipients to a combination of cash and equity awards based on achievement of certain performance and service criteria in the fiscal years for which the Incentive Plan is adopted. During the three and six months ended June 30, 2013 the Company recorded an expense of $0.3 million and $0.5 million, respectively, associated with the awards under these Plans of which 65% is payable in common stock. During the six months ended June 30, 2012 no expense was recorded.

The Company amortizes share-based compensation expense over the vesting period on a straight line basis. The impact on the Company's results of operations of recording share-based compensation expense is as follows (in thousands):

 Three Months  Six Months  Three Months 
 Ended June 30,  Ended June 30,  Ended March 31, 
 2013  2012  2013  2012  2014  2013 
Cost of sales $11  $19  $28  $38  $24  $17 
Research and development  67   69   154   165   98   87 
Selling, general and administrative  1,966   87   2,202   276   168   236 
 $2,044  $175  $2,384  $479  $290  $340 

3.           INVENTORIES

Inventories, net are comprised of the following (in thousands):

 June 30,  December 31,  March 31,  December 31, 
 2013  2012  2014  2013 
Finished goods $241  $465  $473  $539 
Work-in-progress  487   468   159   310 
Raw material  1,958   1,352   2,115   1,967 
 $2,686  $2,285  $2,747  $2,816 


 
1110

 

4.           LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

 June 30,  December 31,  March 31,  December 31, 
 2013  2012  2014  2013 
Revolving credit facilities - Sweden $824  $- 
Revolving credit facilities - Europe $1,232  $933 
Note payable - Europe  934   921 
Term loans - Europe  419   -   82   355 
Term loan - US  537   677 
Other  64   -   93   95 
  1,844   677   2,341   2,304 
Less: portion due within one year  (1,269)  (280)  1,578   1,532 
 $575  $397  $763  $772 

Revolving credit facilities - SwedenEurope

As a result of the Business Combination, the Company hasWe have revolving credit facilities in Swedenassociated with our European operations that total $1.15$1.3 million of which $0.824$1.2 million is outstanding at June 30, 2013.March 31, 2014. The revolving credit facilities have expiration dates of December 31, 20132014 and automatically renew for twelve month periods, unless notified by the lender ninety days prior to expiration. The interest rate on these revolving credit facilities is 5.95%. The revolving credit agreements are collateralized by the assets of certain SwedishEuropean subsidiaries of the Company.

Note payable - Europe

In connection with the acquisition of Granvideo AB in 2013, the Company issued a note to the previous shareholder of Granvideo in the principal amount of $1.2 million with a maturity date of December 31, 2017. The note does not bear interest and accordingly was recorded at an original discounted amount of $1.04 million. The Company made principal payments of $0.06 million on September 1, 2013 and $0.1 million on November 15, 2013, and is required to make four equal annual payments of $0.26 million on December 31 from 2014 to 2017. The principal balance at March 31, 2014 was $0.9 million.

Term loans - Europe

As a result of the Business Combination, the Company also has threeIn addition, we have two term loans related to itswith European operationslenders that total $0.42$0.1 million. Two of theThese term loans require principal payments totaling $10$8 thousand per month and bear interest at rates that range between 7.45% and 7.75% and will mature in 2014 and 2015. The third term loan, which has an outstanding balance of $0.2 million, bears interest that is payable quarterly at 15%, requires no principal payments and will be due on December 31, 2014.

Credit facility and term loanRevolving line of credit - US

In MarchNovember 2013, the Company entered into a seventh loan modification agreement and amended its loan and security agreement (the "Revised Credit Facility") with Silicon Valley Bank ("SVB"). Under this Revised Credit Facility, the expiration date of the facility remained at August 12, 2013 and thetwo-year $4 million revolving line of credit (the "Revolving Line""Revolver") was reduced from $3.0 million to $2.0 million. Available borrowings underwith SVB. Borrowings on the Revolving Line was changed fromRevolver will be based on 80% of eligible accounts receivable to 80% of eligible accounts receivable less the amount of principal outstanding under the term loan that forms part of the Revised Credit Facility, as described below. The Revolving Line continues to bear interest at a floating annual rate equal to SVB's prime rate ("Prime") +1.75%. The Company also has a term loan with SVB, that was unchanged under the Revised Credit Facility, whereby advances were available to be drawn through Decemberreceivable. At March 31, 2012 in minimum amounts of $0.25 million.

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At June 30, 2013,2014, available borrowings under the Revolving LineRevolver were approximately $2$3.4 million but no borrowings were outstanding. During the fourth quarter of 2012, the Company took two advances of $0.35 million each from the term loan and the balance outstanding at June 30, 2013 was $0.5 million. The term loan bears interest at Prime +2.25% (which was 6.25% at June 30, 2013) and principal and interest are being repaid over thirty months.

On August 5, 2013 the Company entered into a loan modification and waiver agreement with Silicon Valley Bank ("SVB") whereby the expiration date of the Revised Credit Facility has been extended to October 12, 2013 with the intention that the Company and SVB will enter into a new credit facility prior to that date.

Pursuant to the Revised Credit Facility, the financial covenants were modified. The Company is also required to maintain financial covenants based on an adjusted quick ratio ("AQR") of at least 1.21.25 to 1.0, measured at each calendar month-end, and the minimum tangible net worth covenant was replaced by a maximum EBITDA loss/profitability covenant (tested at quarter end) effective with the first quarter of 2013.month-end. Additionally, if the Company's AQR falls below 1.5x at any month-end, during the remaining term of the facility, then any borrowings under the Revolving Line will be repaid by SVB applying collections from the Company's SVB collateral account (for receipts by wire) and SVB lockbox account (for receipts by check) to reduce the revolving loan balance on a daily basis, until such time as the month-end AQR is again 1.5x or greater. If the AQR at month-end is 1.5x
11

or greater, the Company will maintain a static loan balance and all collections will be deposited into the Company's operating account. Due

The Revolver will bear interest at a floating annual rate equal to SVB's prime rate ("Prime") +1.25%. If the Business CombinationCompany's AQR falls below 1.5x at any month-end, the interest rate will be Prime +1.75%. In connection with Hego,the Revolver, the Company was required to pay the outstanding balance on its previously outstanding term loan which was not anticipated when$0.4 million on the covenant requirements were established, the Company failedclosing date. The original term loan was being repaid over 30 months and was subject to meet the financial covenantsinterest at May 31, 2013 and June 30, 2013, and obtained waivers from SVB with respect to those financial covenants. Prime + 2.25% .

As is usual and customary in such lending agreements, the agreementsRevolver also containcontains certain non-financial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreementRevolver also restricts the Company's ability to pay dividends without the bank's consent.

The Revised Credit FacilityRevolver is collateralized by the Company's assets of the U.S. subsidiaries of the Company, except for (i) its intellectual property rights which are subject to a negative pledge arrangement with the bank, and (ii) any equipment whose purchase is financed by any other lender or lessor, solely to the extent the security agreement with such lender or lessor prohibits junior liens on such equipment, and only until the lien held by such lender or lessor is terminated or released with respect to such equipment.

5.           BENEFIT PLANS

The net periodic benefit cost relating to the Company's U.S. Pension Plan is as follows (in thousands):

13



 Three Months  Six Months  Three Months 
 Ended June 30,  Ended June 30,  Ended March 31, 
 2013  2012   2013  2012  2014  2013 
Service cost $135  $130  $281  $260  $82  $146 
Interest cost  98   88   188   176   101   90 
Expected return on plan assets  (98)  (87)  (198)  (174)  (107)  (100)
Amortization of net loss  57   41   123   82   14   66 
Amortization of prior service cost  (2)  (2)  (4)  (4)  (2)  (2)
 $190  $170  $390  $340  $88  $200 

The Company's policy is to fund the minimum contributions required under the Employee Retirement Income Security Act (ERISA) and, subject to cash flow levels, the Company may choose to make a discretionary contribution to its pension plan to reduce the unfunded liability. In the secondfirst quarter of 20132014, the Company made awas not required contribution of $0.1 millionto make any contributions to its pension plan and,plan. However, based on current assumptions, the Company expects to make required contributions of $0.4$0.5 million in the next twelve months.

The Company has adopted a 401(k) Plan exclusively for the benefit of participants and their beneficiaries. All U.S. employees of the Company are eligible to participate in the 401(k) Plan. The Company may make discretionary matching contributions of the compensation contributed by the participant. The Company has the option of making the matching contributions in cash or through shares of Company common stock. During the sixthree months
12

ended June 30,March 31, 2014 and 2013, and 2012, the Company issued 13922 thousand and 11097 thousand shares of common stock in connection with the Company match for the Company's 401(k) Plan in lieu of an aggregate cash match of $128$52 thousand and $153$70 thousand, respectively.

Substantially all employees of the Company's foreign subsidiaries receive pension coverage,retirement benefits, at least to the extent required by law, through plansfunds that are governed by local statutory requirements. Contributions to these plans are typically based on specified percentages of the employees' salaries.

6.           PRODUCT WARRANTY

The Company provides product warranties for its various products, typically for one year. Liabilities for the estimated future costs of repair or replacement are established and charged to cost of sales at the time the sale is recognized. The Company established its reserve based on historical data, taking into consideration specific product information. The following table sets forth the movementchanges in the warranty reserve (in thousands):

 Three Months  Six Months  Three Months 
 Ended June 30,  Ended June 30,  Ended March 31, 
 2013  2012  2013  2012  2014  2013 
Balance at beginning of period $55  $50  $50  $50  $118  $50 
Provisions  41   25   70   59   113   29 
Warranty services provided, net  (31)  (25)  (55)  (59)  (63)  (24)
 $65  $50  $65  $50  $168  $55 


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7.           INCOME TAXES

The components of deferred income taxes are as follows (in thousands):

 June 30,  December 31,  March 31,  December 31, 
 2013  2012  2014  2013 
Deferred tax assets:            
Net operating loss carryforwards $14,743  $14,491  $12,210  $12,074 
Inventory  1,771   1,769   1,855   1,856 
Other liabilities  3,365   3,055   2,967   3,051 
Fixed assets  409   440   2,007   2,069 
Other temporary differences  681   589   716   751 
  20,969   20,344   19,755   19,801 
Deferred tax valuation allowance  (20,716)  (20,344)
Less: valuation allowance  (19,678)  (19,745)
Total deferred tax assets  77   56 
 $253  $-         
Deferred tax liability:        
Intangibles  (1,385)  (1,453)
Other temporary differences  163   (13)
Net deferred tax liability $(1,145) $(1,410)
        
As reported:        
Non-current deferred tax assets $77  $56 
Current deferred tax liability $(260) $(271)
Non-current deferred tax liability $(962) $(1,195)

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In accordance with accounting standardsAt March 31, 2014, the gross deferred tax balance was $19.8 million and includes the $12 million tax effect of $34 million in U.S. Federal net operating loss carryforwards ("NOLs") expiring between 2018 and 2032. The Company has not recorded a deferred tax asset of approximately $1.0$1.3 million related to the net operating losses that resultedNOLs resulting from the exercise of disqualifying stock options. If the Company is able to utilize this benefit in the future it would result inoptions and restricted stock units which will be accounted for as a credit to additional paid in capital.capital when realized as a reduction to income taxes payable.

Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the net operating loss and tax credit carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the net operating loss carryforwards that the Company may utilize in any one year may be limited. As of March 31, 2014, the Company's net operating loss and tax credit carryforwards are not limited by any such limitations under Sections 382 and 383.

In addition, there are no undistributed net earnings for the Company's foreign subsidiaries, and accordingly no related deferred taxes.

Accounting standards require that the Company continually assess the likelihood that its deferred taxes will be realizable. All available evidence, both positive and negative, must be considered in determining whether it is more likely than not that the deferred tax assets will be realized. In making such assessments, significant weight is given to evidence that can be objectively verified. A company's current or previous losses are given more weight than its future outlook. As of June 30, 2013March 31, 2014 and December 31, 2012,2013, using that standard, the Company concluded that a full valuation allowance was required for its U.S. and state deferred tax assets. As of March 31, 2014 the majorityunreserved balance of its$77 thousand relates to certain foreign deferred tax assets. The Company will continue to assess the likelihood that its deferred tax assets will be realizable, and its valuation allowance will be adjusted accordingly, which could materially impact its financial position and results of operations in future periods.

At June 30, 2013, the Company had approximately $44 million in U.S. Federal net operating loss carryforwards ("NOLs") expiring between 2018 and 2032. The Company files U.S. federal income tax returns as well as income tax returns in various states and foreign jurisdictions. It may be subject to examination by the Internal Revenue Service ("IRS") for calendar years 2009 through 2012 under the normal statute of limitations. Additionally, any net operating losses that were generated in prior years and utilized in these years may also be subject to examination by the IRS. Generally, for state tax purposes, the Company's 2008 through 2012 tax years remain open for examination by the tax authorities under a four year statute of limitations, however, certain states may keep their review period open for six to ten years.


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The components of the provision for income tax benefit (expense) benefit, net are as follows for the periods ended are as follows (in thousands):

 Three Months  Six Months  Three Months 
 Ended June 30,  Ended June 30,  Ended March 31, 
 2013  2012  2013  2012  2014  2013 
Current:                  
State and foreign $(37) $(11) $(48) $(23) $(176) $(11)
                        
Deferred:                        
State  -   22   10   31   (4)  10 
Federal  (4)  465   339   589   (75)  343 
Foreign  (33)  -   (33)  -   276   - 
  (37)  487   316   620   197   353 
Valuation allowance  (19)  -   (372)  - 
Income tax (expense) benefit, net $(93) $476  $(104) $597 
        
Change in valuation allowance  67   (353)
        
Income tax benefit (expense) $88  $(11)
14


The difference between the Company's effective income tax rate and the federal statutory rate is primarily due to the transaction costs associated with the Hego business combinationmark to market adjustment for our contingent liability that will not be deductible for tax purposes, and the amount of expense associated with the Company's share-based payment arrangements which is also not deductible and the portion thereof that will give rise tointernational tax deductions. Furthermore, share-based payments may result in tax deductions that do not result in a tax benefit in the accompanying financial statements because it will not result in the reduction of income taxes payable, due to the existence of net operating loss carryforwards.rate differences.

8.           BUSINESS COMBINATION

On May 22, 2013, Chyron and Hego completed the Business Combination which was structured as a share purchase transaction, pursuant to the terms of a stock purchase agreement (the "Stock Purchase Agreement") whereby a wholly-owned subsidiary of Chyron acquired all of the issued and outstanding shares of Hego. Pursuant to the terms of the Stock Purchase Agreement, Chyron issued 12,199,431 shares of Chyron's common stock to the former Hego stockholders. The number of shares issued was equal to 40% of thefor a total of (i) the issued and outstanding shares of Chyron's common stock as of May 10, 2013, (ii) the shares of Chyron's common stock issuable upon the exercise of all outstanding options and restricted stock units that had an exercisepurchase price of less than or equal to $1.25 per share as of May 10, 2013, and (iii) the shares issued at the closing, which are collectively referred to as the "Outstanding Closing Shares."  In addition, upon Hego achieving certain revenue milestones during the fiscal years 2013, 2014 and 2015, the Company may issue additional shares, which are referred to as the "Earn-Out Shares" to the former Hego stockholders, such that the aggregate amount of shares of the Company's common stock issued in the transaction would equal up to 18,299,147 shares, or 50% of the total Outstanding Closing Shares and Earn-Out Shares.$24.6 million. The Company and Hego entered into the Business Combination to create a market leading company in the fields of TV graphics, data visualization and production services for 'Live' and on line news and sports production. The Company intends to broaden its range of sophisticated products and services offerings to grow in international markets.

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The total purchase price of $24.6 million is comprised of 12.2 million shares of Chyron common stock (the Closing Shares) valued at $16.6 million, contingent consideration of shares of Chyron common stock (the Earn-Out Shares) valued at an estimated $7.5 million and $0.5 million in cash and other consideration. The $7.5 million represents the value of the Earn-Out Shares based on a probability-based model measuring the likelihood of achieving certain revenue milestones as detailed below, and has been recorded as a liability in the balance sheet. In connection with FASB ASC 805, Business Combinations, the fair value of anythe contingent consideration iswas established at the date of the Business Combination and included in the total purchase price at fair value. The contingent consideration is then adjusted to the then current fair value as an increase or decrease to earnings in each reporting period which could haveperiod. This adjustment has had a material impact on the Company's financial position or results of operations. As of June 30, 2013operations and will continue to impact the Company recordeduntil all contingencies have been settled. In the quarter ended March 31, 2014 a charge of $55 thousand$2.6 million has been recorded in order to adjust the contingent consideration to $7.555$8.3 million, its current fair value at March 31, 2014, in the level 3 category. Based on the revenue milestones, additional shares could be issued as follows:

Revenue milestones Additional shares
 
$15.5 million in 2013  2,772,598 
$16.0 million in 2014  1,584,342 
$16.5 million in 2015  1,742,776 
   Total  6,099,716 
     
Or, alternatively, if $33.0 million    
 million for 2013 and 2014
combined  6,099,716 

The following table summarizesAt December 31, 2013, the estimated allocation2013 revenue milestone was achieved and 2,772,598 additional shares were issued in March 2014 at a stock price of the purchase price which is preliminary and subject to adjustment following the completion of the valuation process (in thousands):$2.34 per share.

Net fair value of assets acquired $107 
Intangible assets  9,930 
Goodwill  14,555 
  $24,592 

The Company believes that the goodwill resulting from the Business Combination reflects the unique proprietary image and player tracking technology that strengthens our product and services offerings internationally and provides access to new and existing customers. The Company believes that this preliminary estimate of goodwill will not be deductible for tax purposes.

The components and estimated useful lives of intangible assets acquired as of June 30, 2013 are stated below. Amortization is provided on a straight line method, or in the case of customer relationships, on an accelerated method, over the following estimated useful lives (dollars in thousands):

 
1715

 

The following table summarizes the allocation of the purchase price (in thousands):

     Estimated 
     useful life 
Definite-lived intangibles:      
  Customer relationships $6,400   10 
  Proprietary technology  800   15 
  Other intangibles  830   15 
         
Indefinite-lived intangibles:        
  Tradename  1,900   - 
  $9,930     
Net fair value of assets acquired $107 
Intangible assets, net of tax  9,930 
Goodwill  16,321 
   26,358 
Deferred tax liability  (1,766)
  $24,592 

In connection withThe components of the Business Combination, the Company incurredintangible assets acquired are stated below (in thousands):

Definite-lived intangibles:   
  Customer relationships $6,400 
  Proprietary technology  800 
  Other intangibles  830 
     
Indefinite-lived intangibles:    
  Tradename  1,900 
  $9,930 

9.           INTANGIBLE ASSETS

The following is a schedule of intangible assets, net (in thousands):

  March 31,  December 31, 
  2014  2013 
Definite-lived intangibles:      
  Customer relationships $4,775  $5,058 
  Tradenames  933   951 
  Proprietary technology  988   1,017 
  Domain name and related website  41   42 
   6,737   7,068 
Indefinite-lived intangibles:        
  Tradename  1,900   1,900 
  $8,637  $8,968 

Amortization expense was $0.3 million and $1.0$0.02 million in transaction costs infor the three and six months ended June 30,March 31, 2014 and 2013, respectively.


16


Below are the unaudited proforma results of operations for the six months ended June 30, 2013 and 2012 as if the Company had merged with Hego on January 1, 2012. Such proforma results are not necessarily indicative of the annual results of operations that would have been achieved if the Business Combination occurred on the date assumed, nor are they necessarily indicative of future consolidated results of operations (in thousands except per share data):10.           OTHER COMPREHENSIVE INCOME

  June 30, 
  2013  2012 
Net sales $24,607  $23,310 
Net loss  (4,453)  (2,050)
Net loss per share - basic and diluted $(0.15) $(0.07)

In future periods, the combined business may incur charges to operations to reflect costs associated with integrating the two businesses that the Company cannot reasonably estimate at this time.

Components and activity related to accumulated other comprehensive income (loss) is as follows (in thousands):
  Foreign     Accumulated 
  Currency  Pension  Other 
  Translation  Benefit  Comprehensive 
  Adjustment  Costs  Income (Loss) 
January 1, 2014 $131  $(552) $(421)
Change for period  16   -   16 
Amounts reclassed from accumulated            
  other comprehensive income (loss)  -   -   - 
March 31, 2014 $147  $(552) $(405)

9.11.           DUE TO RELATED PARTIES

The balance due to related parties represents amounts that are due to certain former shareholders or employees of Hego AB that are now shareholders or employees of the Company. The balance resulted from loans to Hego AB, and dividends declared but not paid by Hego AB, prior to its merger with Chyron. Interest is accrued on the outstanding balance at the annual rate of 5.95%.

10.           RESTRUCTURING

On May 2, 2013, the Company's Board of Directors approved a restructuring plan to reduce operating costs. As a result, the Company reduced the size of its workforce by 20 positions and recorded a charge of $0.6 million in severance pay and benefits expense. As of June 30, 2013 the remaining liability was approximately $0.3 million and the Company expects that this will be paid in the third quarter of 2013. Also in the quarter ended June 30, 2013 the Company incurred a charge of $0.4 million associated with modifications of equity awards for the affected employees that were outstanding on their termination date.

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11.12.           SEGMENT AND GEOGRAPHIC INFORMATION

Revenues by geography are based on the country in which the end user customer resides and are detailed as follows (in thousands):

  Three Months  Six Months 
  Ended June 30,  Ended June 30, 
  2013  2012  2013  2012 
North America $6,499  $5,148  $11,752  $10,820 
Europe, Middle East and Africa (EMEA)  3,660   808   4,872   1,809 
Latin America  374   710   965   1,482 
Asia  183   1,018   1,144   1,450 
  $10,716  $7,684  $18,733  $15,561 

Prior to the Business Combination with Hego, the Company operated as one reporting unit.segment. As a result of the Business Combination the Company will be organized, managedmanages its business primarily on a geographic basis. The Company's two reportable operating segments consist of the Americas and internally reportedEMEA (Europe, Middle East and Africa). The Americas segment includes both North and Latin America, as two segments. Becausewell as Asia. The Company's chief operating decision maker evaluates performance of the segments based on revenues, and operating income (loss). Unallocated corporate amounts are deemed by the Company willas administrative, oversight costs, not evaluatemanaged by the segment managers. The Company does not allocate assets by segment because the chief operating decision maker does not review the assets by segment to assess the segments' performance, based upon return on assets atas the operating segment level, assets are not tracked internally by segment, and therefore, segment asset information is not presented at this time. In addition, due to the preliminary status of the purchase price allocation, goodwill has not been allocated to reporting segments.managed on an entity-wide basis.

Operating segment data is as follows (in thousands):

  Three Months Ended  Six Months Ended 
  June 30, 2013  June 30, 2013 
Revenues:      
  Hego $2,307  $2,307 
  Chyron  8,409   16,426 
  $10,716  $18,733 
         
Operating income (loss):        
  Hego $240  $240 
  Chyron  799 �� 1,346 
  Unallocated corporate expense  (2,889)  (4,245)
  $(1,850) $(2,659)
  Three Months Ended 
  March 31, 2014 
Revenues:   
  Americas $8,052 
  EMEA  4,569 
  $12,621 
     
Operating income (loss):    
  Americas $1,080 
  EMEA  (714)
  Unallocated corporate expense  (3,475)
  $(3,109)


 
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13.           SUBSEQUENT EVENTS

On April 5, 2014, the Company entered into a share purchase agreement ("Share Purchase Agreement A") with Metaphor AS ("Metaphor") and the stockholders of Metaphor, pursuant to which the Company will acquire all of the issued and outstanding shares of Metaphor and its wholly owned subsidiaries WeatherOne AS and WeatherOne Limited (collectively referred to as "WeatherOne"). WeatherOne is a leading provider of weather forecast solutions for broadcast and digital media based in Oslo, Norway. The acquisition of Metaphor and WeatherOne is referred to as the WeatherOne Transaction.
Share Purchase Agreement A provides for a purchase price of $3.8 million plus warrants to purchase ChyronHego common stock ("common stock") equal to 30% of the purchase price. The $3.8 million in purchase price shall be paid at closing in cash and shares of common stock equal to 17.5% and 82.5%, respectively, of the purchase price.
Consummation of the WeatherOne Transaction is subject to a number of customary conditions and is expected to close on or about July 1, 2014, subject to satisfaction or waiver of all conditions.
Also on April 5, 2014, the Company entered into a share purchase agreement ("Share Purchase Agreement B") with Zxy Sport Tracking AS ("Zxy"), and the stockholders of Zxy, pursuant to which the Company will acquire 67% of the issued and outstanding shares of Zxy. Zxy is a Norwegian-based provider of transponder-based sports tracking technology. The acquisition of Zxy is referred to as the Zxy Transaction.
Share Purchase Agreement B provides for a purchase price of $3.78 million plus warrants to purchase common stock. The $3.78 million in purchase price shall be paid at closing in 1,374,545 shares of common stock and 549,818 warrants. Each warrant shall give the holder the right to purchase one share of common stock at a price of $2.75 for a three year period from the date of closing.
In addition, stockholders of Zxy will be entitled to a 15% earn-out, payable in cash, based on net revenues from all sales of Zxy products and services from the closing date through December 31, 2018 up to $3.0 million. If and when $3.0 million in earn-out has been achieved, the rate shall be reduced to 7.5% for the remainder of the earn-out period. The stockholders are entitled to a guaranteed minimum amount of earn-out of $110,000 in each of 2014, 2015 and 2016.
The closing of the Zxy Transaction took place on April 30, 2014.


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Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q, including, without limitation, Management's Discussion and Analysis of Financial Condition and Results of Operations, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend that the forward-looking statements be covered by the safe harbor for forward-looking statements in the Exchange Act. All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are usually accompanied by words such as "believe," "anticipate,"could," "plan," "seek,"may," "expect," "intend""intend," "continue," "estimate," "likely," "will," "target," "strategy," "goal" and similar expressions.

Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward looking statements due to a number of factors, including, but not limited to: current and future economic conditions that may adversely affect our business and customers; our revenues and profitability may fluctuate from period to period and therefore may fail to meet expectations, which could have a material adverse effect on our business, financial condition and results of operations; our ability to maintain adequate levels of working capital; our ability to successfully maintain the level of operating costs; our ability to obtain financing for our future needs should there be a need; our ability to incentivize and retain our current senior management team and continue to attract and retain qualified scientific, technical and business personnel; our ability to expand our Axis online graphics creation solution or to develop other new products and services; our ability to generate sales and profits from our Axis online graphics services, workflow and asset management solutions; our ability to integrate the business of Chyron and Hego; our ability to grow sales and profits from our Hego products and services; our ability to develop new Hego products and services; rapid technological changes and new technologies that could render certain of our products and services to be obsolete; competitors with significantly greater financial resources; new product and service introductions by competitors; challenges associated with expansion into new markets; our ability to integrate Zxy's business into our business; our ability to complete the WeatherOne Transaction and other factors set forth in Part I, Item 1A, entitled "Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 20122013 (the "2012"2013 Form 10-K"), as well as any updates or modifications to those risk factors filed from time to time in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Those factors as well as other cautionary statements made in this Quarterly Report on Form 10-Q, should be read and understood as being applicable to all related forward-looking statements wherever they appear herein. The forward-looking statements contained in this Quarterly Report on Form 10-Q represent our judgment as of the date hereof. We encourage you to read those descriptions carefully. We caution you not to place undue reliance on the forward-looking statements contained in this report. These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date is indicated) and we undertake no obligation to update or revise the statements except as required by law.

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Such forward-looking statements are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking statements. In this report,
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"ChyronHego, "ChyronHego," the "Company," "we," "us," and "our" refer to ChyronHego Corporation and "Hego" or "Hego AB" refers to Hego Aktiebolag.

Overview

On May 22, 2013 we acquired the outstanding stock of Hego AB, creatingand changed our name to ChyronHego Corporation. The acquisition of the Hego bringsbusiness provides us with very strong sports products and service offerings that address the needs of both sports broadcasters and sports leagues and rights holders. There are significant budgets available in the sports TV space for those companies who offer an improved viewer experience. Now that the transaction has been consummated, we believe that we will be positioned to benefit from these kinds of expenditures. The Chyron and Hego product lines are complementary with very little overlap. Hego's solutions and services predominantly address the needs of live sports production, while Chyron has recently been more focused on graphics solutions for live and near-live news production workflows. WeThere are significant budgets available in the sports TV space for those companies who offer an improved viewer experience, and we believe that we will be positioned to benefit from these kinds of expenditures. Ultimately, we believe that the business combination of Chyron and Hego will createhas placed us in the position of a global leader in broadcast graphics creation, playout and real-time data visualization.

The results of operations include the operating results of Hego since completion of the business combination on May 22, 2013. The combination of these two companies is referred to as the "Business Combination."

Results of Operations for the Three and Six Months Ended June 30,March 31, 2014 and 2013 and 2012

Net sales. Revenues for the quarter ended June 30, 2013March 31, 2014 were $10.7$12.6 million, an increase of $3.0$4.6 million, or 39%57%, from the $7.7$8.0 million reported in the quarter ended June 30, 2012. Of these amounts, North American revenues were $6.5 million in the quarter ended June 30, 2013 and $5.1 million in the quarter ended June 30, 2012. Revenues derived from international regions were $4.2 million in the quarter ended June 30, 2013 as compared to $2.6 million in the quarter ended June 30, 2012.March 31, 2013.

Revenues for the six months ended June 30, 2013 were $18.7 million, an increase of $3.1 million, or 20%, from the $15.6 million in the six months ended June 30, 2012. Revenues derived from North American customers were $11.7 million in the six month period ended June 30, 2013 as compared to $10.8 million in the six month period ended June 30, 2012. Revenues derived from international regions were $7.0 million in the six months ended June 30, 2013 as compared to $4.8 million in the six month period ended June 30, 2012.

Revenues by type, for the three and six month periods are as follows (dollars in thousands):

  
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
     % of     % of     % of     % of 
  2013  Total  2012  Total  2013  Total  2012  Total 
Product $6,744   63% $5,771   75% $12,718   68% $11,573   74%
Services  3,972   37%  1,913   25%  6,015   32%  3,988   26%
  $10,716      $7,684      $18,733      $15,561     


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We experienced an increase in our product revenue stream in both the three and six month periods ended June 30, 2013 as a result of customer purchases for the upcoming winter Olympics in Sochi, Russia and incremental product sales of $0.5 million from our business combination with Hego.
  Three Months 
  Ended March 31, 
     % of     % of 
  2014  Total  2013  Total 
Product $5,781   46% $5,974   75%
Services  6,840   54%  2,043   25%
  $12,621      $8,017     

OurIn the quarter ended March 31, 2014 our product sales were down slightly compared to the quarter ended March 31, 2013. In the same period our services revenues increased in all periodsgrew $4.8 million, primarily due to the contribution of services from the incremental contribution of $1.8 million of Hego services since the date of the business combination.Business Combination with Hego.

Gross profit.  Gross margins for the quarters ended June 30,March 31, 2014 and 2013 were 61% and 2012 were 68% and 69%71%, respectively. The decrease in the gross margin percentage is primarily attributable to product mix. As services become a greater component of revenues we expect our margins to decline because our products carry a higher gross margin than our services. Gross margins for each of the six month periods ended June 30, 2013 and 2012 were 70%.In addition, we incurred higher than anticipated costs in connection with our investment in contracts with European soccer leagues. Absent the effect of product mix, we have been able to obtain reasonable and consistent pricing for our materials.

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Selling, general and administrative expenses. Selling, general and administrative expenses are as follows (in thousands):

 Three Months  Six Months  Three Months 
 Ended June 30,  Ended June 30,  Ended March 31, 
 2013  2012  2013  2012  2014  2013 
Sales and marketing $3,272  $3,474  $6,152  $7,000  $4,783  $2,879 
General and administrative  3,564   1,005   5,435   2,164   1,328   1,872 
 $6,836  $4,479  $11,587  $9,164  $6,111  $4,751 

The decreaseincrease of $1.9 million in sales and marketing expenses ("S&M") in the three and six month periodsperiod ended June 30, 2013,March 31, 2014, as compared to the same periodsperiod in 2012,2013, is primarily attributable to the resultincremental costs from our Business Combination with Hego which includes amortization of lower personnel costs and the related direct costs. During the second half of 2012, we reduced costs in this area by redeploying our resources to growth markets and eliminating positions in non growth areas that resulted in savings realized during the first half of 2013. These savings were slightly offset by the severance costsacquired intangible assets of $0.3 million in connection with the May restructuring. Hego sales and marketing costs included in the three and six month periods in 2013 were approximately $0.4 million.

The increasedecrease in general and administrative ("G&A") expenses in the three and six months ended June 30,March 31, 2014 is due to the merger transaction costs incurred in 2013 is a result of Hego transaction-related costs and $1.7 million of expense associated with our share based arrangements. In connection with the business combination, we incurred $0.3$0.7 million and $1.0cost savings from the 2013 workforce reduction of $0.1 million, in transactionoffset by the incremental G&A costs in the three and six months ended June 30, 2013, respectively. Also as a resultfrom our Business Combination with Hego of the business combination, all outstanding equity awards became immediately exercisable and fully vested which resulted in a charge of $1.3 million representing the unamortized expense of such awards. In addition, as a result of the Company's downsizing on May 2, 2013, affected employees were provided with an adjustment in the terms of their stock options and awards that were outstanding on their termination date. As a result, we recorded a $0.4 million charge related to the modification of these awards. Hego G&A expenses for the three and six month periods in 2013 were approximately $0.3 million.

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Research and development expenses.  Research and development ("R&D") expenses were $2.3$2.2 million in the quarter ended June 30, 2013March 31, 2014 compared to $1.9$1.8 million in the quarter ended June 30, 2012.March 31, 2013. The net increase was a result of the additional R&D expenses were $4.1costs resulting from the Business Combination with Hego of approximately $0.8 million, and $3.9 millionoffset by the cost savings from the 2013 workforce reduction.

Change in the six month periods ended June 30, 2013 and 2012, respectively. The increases in all periods in 2013, as compared to the respective prior periods, is due primarily to the incremental costsfair value of $0.4 million of the Hego transaction, severance costs of $0.3 million incontingent consideration. In connection with the May restructuring, offset by other expense decreasesBusiness Combination with Hego, a portion of the purchase price consisted of contingent consideration of shares of ChyronHego common stock. The fair value of any contingent consideration was established at the date of the Business Combination and included in the total purchase price at fair value. The contingent consideration is then adjusted to the then current fair value as projects are completed.an increase or decrease to earnings in each reporting period. In the three months ended March 31, 2014 a net charge of $2.6 million has been recorded in order to adjust the contingent consideration to $8.3 million, its current fair value at March 31, 2014.

Interest expense, net. Interest expense increased slightly in the three and six months ended June 30, 2013March 31, 2014 as compared to the same periodsperiod in 2012.2013. This is due to the advances that we took on the U.S. term loan in the fourth quarter of 2012 and the addition of interest expensesexpense associated with the additional long-term debt that we assumed from Hego in the business combination.Business Combination.

Other loss, net.  The components of other loss, net are as follows (in thousands):

 Three Months  Six Months  Three Months 
 Ended June 30,  Ended June 30,  Ended March 31, 
 2013  2012  2013  2012  2014  2013 
Foreign exchange transaction gain (loss) $3  $(13) $(78) $(6) $3  $(82)
Mark to market contingent consideration  (55)  -   (55)  - 
Loss on disposal of fixed assets  (74)  - 
Other  13   -   11   -   1   (1)
 $(39) $(13) $(122) $(6) $(70) $(83)

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We continue to be exposed to foreign currency and exchange risk in the normal course of business due to international transactions. However, we believe that itthis risk is not material to our near-term financial position or results of operations. This exposure will possibly increase in the futurehas increased due to theour Business Combination with Hego, as a result of which a larger percentage of the Company's business is expected to be transacted in foreign currencies.

Income tax benefit (expense), net. In the three months ended June 30,March 31, 2014 we recorded an income tax benefit of $0.09 million. In the three months ended March 31, 2013 and 2012, we recorded an income tax expense of $0.1 million and a benefit of $0.5 million, respectively. In the six months ended June 30, 2013 and 2012 we recorded an expense of $0.1 million and a benefit of $0.6 million, respectively.$0.01 million. The difference between our effective income tax rate and the federal statutory rate is primarily due to transaction coststhe mark to market adjustment for the contingent liability associated with the Hego business combinationBusiness Combination that will not be deductible for tax purposes, and the amount of expense associated with our share-based payment arrangements which is also not deductible and the portion thereof that will give rise tointernational tax deductions. Furthermore, share-based payments may result in tax deductions that do not result in a tax benefit in the accompanying financial statements because it will not result in the reduction of income taxes payable, due to the existence of net operating loss carryforwards.rate differences.


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Liquidity and Capital Resources

At June 30, 2013,March 31, 2014, we had cash and cash equivalents on hand of $2.2$4.0 million and working capital of $1.1$2.0 million. In the first sixthree months of 20132014 our cash from operations was used primarily to fund acquisitions of property and equipment of $0.7$0.5 million in connection with our services to provide several European soccer leagues with real-time digital sports data systems and to make required principal paymentspurchase a new trade show booth for our participation at NAB 2014. Also, we experienced an increase in accounts receivable for amounts not yet due based on our debt and capital leases of $0.3 million, offset by new borrowings of $0.2 million.customer payment terms.

During the secondfirst quarter of 2013 we made a2014 there were no required contribution of $0.1 million tocontributions for our pension plan andbased on current assumptions. However, we expect to make contributions of $0.4$0.5 million over the next twelve months as required under ERISA. Our pension plan assets were valued at $5.5 million and $5.3$5.7 million at June 30, 2013March 31, 2014 and December 31, 2012, respectively.2013. Our investment strategy has been consistent in recent years and we believe that the pension plan's assets are more than adequate to meet pension plan obligations for the next twelve months.

In MarchNovember 2013, we entered into a loan modification agreement and amended our loan and security agreement (the "Revised Credit Facility") with Silicon Valley Bank ("SVB"). Under this Revised Credit Facility, the expiration date of the facility remained at August 12, 2013 and thenew two-year $4 million revolving line of credit (the "Revolving Line""Revolver") was reduced from $3.0 million to $2.0 million. Available borrowings underwith SVB. Borrowings on the Revolving Line was changed fromRevolver will be based on 80% of eligible accounts receivable to 80% of eligible accounts receivable less the amount of principal outstanding under the term loan that forms part of the Revised Credit Facility, as described below. The Revolving Line continues to bear interest at a floating annual rate equal to SVB's prime rate ("Prime") +1.75%. We also have a term loan with SVB, that was unchanged under the Revised Credit Facility, whereby advances were available to be drawn through December 31, 2012 in minimum amounts of $0.25 million.

At June 30, 2013, available borrowings under the Revolving Line were approximately $2.0 million but no borrowings were outstanding. During the fourth quarter of 2012, the Company took two advances of $0.35 million each from the term loan and the balance outstanding at June 30, 2013 was $0.5 million. The term loan bears interest at Prime +2.25% (which was 6.25% at June 30, 2013) and principal and interest are being repaid over thirty months.

 On August 5, 2013 we entered into a loan modification and waiver agreement with Silicon Valley Bank ("SVB") whereby the expiration date of the Revised Credit Facility has been extended to October 12, 2013 with the intention that we will enter into a new credit facility with SVB prior to that date.

Pursuant to the Revised Credit Facility, the financial covenants were modified.receivable. We are also required to maintain financial covenants based on an adjusted quick ratio ("AQR") of at least 1.21.25 to 1.0, measured at each calendar month-end, and the minimum tangible net worth covenant was replaced by a maximum EBITDA loss/profitability covenant (tested at quarter end) effective with the first quarter of 2013.month-end. Additionally, if our AQR falls below 1.5x at any month-end, during the remaining term of the facility, then any borrowings under the Revolving Line will be repaid by SVB applying collections from our SVB collateral account (for receipts by wire) and SVB lockbox account (for receipts by check) to reduce the revolving loan balance on a daily basis, until such time as the month-end AQR is again 1.5x or greater. If the AQR at month-end is 1.5x
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or greater, we will maintain a static loan balance and all collections will be deposited into our operating account. DueThe Revolver will bear interest at a floating annual rate equal to SVB's prime rate ("Prime") +1.25%. If our AQR falls below 1.5x at any month-end, the business combination with Hego, which was not anticipated when the covenant requirements were established, we failed to meet the financial covenants at May 31, 2013 and June 30, 2013 and obtained waivers from SVB. interest rate will be Prime +1.75%.

As is usual and customary in such lending agreements, the agreementsRevolver also containcontains certain non-financial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreementRevolver also restricts our ability to pay dividends without the bank's consent.


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The Revolver is collateralized by the assets of our U.S. subsidiaries, except for (i) our intellectual property rights which are subject to a negative pledge arrangement with the bank, and (ii) any equipment whose purchase is financed by any other lender or lessor, solely to the extent the security agreement with such lender or lessor prohibits junior liens on such equipment, and only until the lien held by such lender or lessor is terminated or released with respect to such equipment.

We also have revolving credit facilities associated with our European operations that total $1.15$1.3 million of which $0.824$1.2 million is outstanding at June 30, 2013.March 31, 2014. The revolving credit facilities have expiration dates of December 31, 20132014 and automatically renew for twelve month periods unless notified by the lender ninety days prior to expiration. In addition, we have threetwo outstanding term loans in Europe that total $0.4$0.1 million at June 30, 2013. Two of theMarch 31, 2014. These term loans require principal payments that total $10$8 thousand per month and will mature in 2014 and 2015.

In connection with the third term loan, which hasacquisition of Granvideo AB in 2013, we issued a note payable to the previous shareholder in the principal amount of $1.2 million with a maturity date of December 31, 2017. The note does not bear interest and accordingly was recorded at an outstanding balanceoriginal discounted amount of $0.2 million, requires no$1.04 million. We made principal payments of $0.06 million on September 1, 2013 and will be due$0.1 million on November 15, 2013 and are required to make four equal annual payments of $0.26 million on December 31 2014.from 2014 to 2017. The principal balance at March 31, 2014 was $0.9 million.

Our long-term success will depend on our ability to achieve and sustain profitable operating results and our ability to raise additional capital on acceptable terms should such additional capital be required. In the event that we are unable to achieve expected goals of profitability or raise sufficient additional capital, if needed, we may have to scale back or eliminate certain parts of our operations.

Based on our plan for combiningcontinuing to combine the operating activities of both Chyron and Hego, and provided that we are able to achieve our planned results of operations and retain the availability under our credit facilities, we believe that cash on hand, net cash to be generated in the business, and availability of funding under our credit facilities, will be sufficient to meet our cash requirements for at least the next twelve months.

If these sources of funds are not sufficient, we may need to reduce, delay or terminate our existing or planned products and services. We may also need to raise additional funds through one or more capital financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or products, or grant licenses on terms that are not favorable to us.


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There can be no assurance that additional funds will be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate development activities for one or more of our products or services; or delay, limit, reduce or terminate our sales and marketing capabilities or other activities that may be necessary to commercialize one or more of our products or services.

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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                  MARKET RISK

The information called for by this Item is omitted in reliance upon Item 305(e) of Regulation S-K.

ITEM 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal  financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, particularly during the period in which this report was being prepared.

On May 22, 2013 the Company completed the Hego business combination for a purchase price of $24.6 million represented substantially by goodwill and identifiable intangible assets. Hego's operations contributed approximately $2.3$5.0 million in revenues to our consolidated financial results for the three months ended June 30, 2013.March 31, 2014. We continue to evaluate the internal control over financial reporting of the acquired business. As permitted by SEC Staff interpretive guidance for newly acquired businesses, the internal control over financial reporting of Hego was excluded from a formal evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2013March 31, 2014, but we will include an assessment within one year from the date of the business combination.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control, that occurred during our most recent completed quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

There have been no material changes to our legal proceedings as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.2013.


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ITEM 1A.  RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, "Risk Factors" in our 2012 Form 10-K and Part II, Item 1A in our QuarterlyAnnual Report on Form 10-Q10-K for the quarteryear ended MarchDecember 31, 2013, (the "2013 First Quarter Form 10-Q"), which could materially affect our business, financial condition or results of operations. The risks described in our 2012Annual Report on Form 10-K 2013 First Quarter Form 10-Q and this Quarterly Report on Form 10-Q are not the only risks that we face. In addition, risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations. There have been no material changes in or additions to the risk factors described in our 2012 Form 10-K and 2013 First Quarter Form 10-Q, other than the addition of the following risk factor, which replaces and supersedes the corresponding risk factor in the 2013 First Quarter Form 10-Q:

Risks Related to Our Common Stock

If we fail to continue to meet all applicable NASDAQ Global Market requirements and the NASDAQ Stock Market determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, impair the value of your investment, and harm our business.

Our common stock is currently listed on the NASDAQ Global Market. In order to maintain that listing, we must satisfy minimum financial and other requirements. On March 12, 2013, we received a letter, which we refer to as the "Notice," from The Nasdaq Stock Market or "NASDAQ," notifying us that we were no longer in compliance with the minimum stockholders' equity requirement for continued listing on the NASDAQ Global Market. NASDAQ Listing Rule 5450(b)(1)(A) requires companies listed on the NASDAQ Global Market to maintain a minimum of $10,000,000 in stockholders' equity. As disclosedincluded in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on March 8, 2013, our stockholders' equity as of December 31, 2012 did not meet this requirement.2013.

In order to maintain the listing of our common stock on the NASDAQ Global Market, we were required to submit by April 26, 2013 to NASDAQ a plan to regain compliance with this continued listing requirement. On April 22, 2013, we submitted our plan to regain compliance with the NASDAQ Listing Rules and NASDAQ granted us an extension to provide evidence of compliance.

On May 22, 2013, we held our 2013 annual meeting and our stockholders approved our business combination with Hego. Based upon a valuation performed by an independent valuation services firm that we retained, we recorded the acquisition at a value of approximately $24.6 million. As a result of this transaction, and taking into account our results of operations through our second quarter ended June 30, 2013, our shareholders' equity was approximately $17.9 million at June 30, 2013, and is therefore in excess of the NASDAQ Global Market's stockholders' equity requirement. On August 8, 2013, we advised NASDAQ, via a filing on Form 8-K, of our belief that we are now in compliance with this requirement. On August 9, 2013, the Company received a letter from NASDAQ notifying it that as a result of the information contained in the Form 8-K, NASDAQ has determined that the Company complies with the continued listing requirement for shareholders' equity, subject to the Company
27

providing evidence of its compliance upon filing this quarterly report on Form 10-Q for the quarter ended June 30, 2013.

While we intend to continue to engage in efforts to regain compliance, and thus maintain our listing, there can be no assurance that we will be able to regain compliance. If we fail to continue to meet all applicable NASDAQ Global Market requirements in the future and NASDAQ determines to delist our common stock, the delisting could substantially decrease trading in our common stock and adversely affect the market liquidity of our common stock; adversely affect our ability to obtain financing on acceptable terms, if at all, for the continuation of our operations; and harm our business. Additionally, the market price of our common stock may decline further and stockholders may lose some or all of their investment.

ITEM 2.                      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                                     PROCEEDS

None.

ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.                      MINE SAFETY DISCLOSURES

None.

ITEM 5.                      OTHER INFORMATION

None.


 
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ITEM 6.   EXHIBITS

(a)  Exhibits:

Exhibit No.
Description of Exhibit
 
3.1
Restated Certificate of Incorporation filed with the State of New York on December 27, 1991 (previously filed as Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1991 (File No. 000-05110) and incorporated herein by reference).
3.2
Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on February 7, 1997 (previously filed as Exhibit 3(c) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 001-09014) and incorporated herein by reference).
3.3
Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on September 19, 2007 (previously filed as Exhibit 3(i) to the Registrant's Current Report on Form 8-K filed with the Commission on September 24, 2007 (File No. 000-05110) and incorporated herein by reference).
3.4
Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on May 22, 2013 (previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 29, 2013 (File No. 001-09014) and incorporated herein by reference).
10.1**Employment Agreement between ChyronHego Corporation and Johan Apel, dated as of May 23, 2013.*
10.2**Employment Agreement between ChyronHego Corporation and Kevin Prince, dated as of May 23, 2013.*
10.3**Employment Agreement between ChyronHego Corporation and Soren Kjellin, dated as of May 23, 2013.*
10.4**Eighth Loan Modification Agreement between Silicon Valley Bank and ChyronHego Corporation, dated August 5, 2013.
31.1**
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2**
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 

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32.1**Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**Interactive Data Files formatted in XBRL (Extensible Business Reporting Language) from (a) our Consolidated Balance Sheets as of June 30, 2013March 31, 2014 (unaudited) and December 31, 2012,2013, (b) our Consolidated Statements of Operations for the Three and Six Months ended June 30,March 31, 2014 and 2013 and 2012 (unaudited), (c) our Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months ended June 30,March 31, 2014 and 2013 and 2012 (unaudited), (d) our Consolidated Statements of Cash Flows for the Three and Six Months ended June 30,March 31, 2014 and 2013 and 2012 (unaudited) and (e) the Notes to such Consolidated Financial Statements (unaudited).***
  
 
  *Management contract or compensatory plan or arrangement.
**Filed herewith.
***Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 


 
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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.


  CHYRONHEGO CORPORATION
  (Registrant)
   
August 14, 2013May  13, 2014 /s/ Michael Wellesley-WesleyJohan Apel
(Date)      Michael Wellesley-WesleyJohan Apel
       Chief Executive Officer
      (Principal Executive Officer)
   
   
August 14, 2013May 13, 2014 /s/ Jerry KieliszakDawn Johnston
(Date)      Jerry KieliszakDawn Johnston
       Senior Vice President andInterim Chief Financial Officer
      (Principal Financial Officer)

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