FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2000
Commission File Number 1-9014
Chyron Corporation
(Exact name of registrant as specified in its charter)
New York |
| 11-2117385 |
(State or other jurisdiction of Incorporation or organization) |
| (IRS Employer Identification No.) |
|
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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.
YesX | No __ |
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.
Common Stock $.01 Par Value - 35,423,698 as of
July 27, 2000
This document consists of 15 pages
CHYRON CORPORATION
INDEX
PART I | FINANCIAL INFORMATION | Page |
Item 1. | Financial Statements |
|
| Consolidated Balance Sheets as of June 30, 2000 (unaudited) and December 31, 1999 | 3 |
| Consolidated Statements of Operations (unaudited) for the Three Months ended June 30, 2000 and 1999 | 4 |
| Consolidated Statements of Operations (unaudited) for the Six Months ended June 30, 2000 and 1999 | 5 |
| Consolidated Statements of Cash Flows (unaudited) for the Six Months ended June 30, 2000 and 1999 | 6 |
| Notes to Consolidated Financial Statements (unaudited) | 7 |
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 10 |
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Item 3. | Quantitative and Qualitative Disclosure about Market Risk | 12 |
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PART II | OTHER INFORMATION |
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Item 1. | Legal Proceedings | 13 |
Item 2. | Changes in Securities | 13 |
Item 3. | Defaults Upon Senior Securities | 13 |
Item 4. | Submission of Matters to a Vote of Security Holders | 13 |
Item 5. | Other Information | 14 |
Item 6(a) | Exhibits | 14 |
Item 6(b) | Reports on Form 8-K | 14 |
Signatures | 15 |
CHYRON CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands except share amounts) | ||
ASSETS | ||
| (Unaudited) June 30, 2000 | December 31, 1999 |
Current assets: |
|
|
Cash and cash equivalents | $18,045 | $ 5,453 |
Accounts receivable, net | 13,251 | 11,751 |
Inventories, net | 14,628 | 13,766 |
Investments | 4,454 | |
Prepaid expenses and other current assets | 1,068 | 1,038 |
Total current assets | 51,446 | 32,008 |
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|
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Property and equipment | 9,224 | 10,583 |
Excess of purchase price over net tangible assets acquired | 4,285 | 4,561 |
Investments |
| 3,725 |
Software development costs | 1,770 | 2,491 |
Other assets | 5,017 | 5,013 |
TOTAL ASSETS | $71,742 | $58,381 |
| ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
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Current liabilities: |
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Accounts payable and accrued expenses | $11,999 | $10,469 |
Current portion of long-term debt | 2,125 | 3,180 |
Capital lease obligations | 311 | 598 |
Total current liabilities | 14,435 | 14,247 |
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Long-term debt | 7,025 | 9,749 |
Convertible debentures | 8,037 | 7,954 |
Capital lease obligations | 375 | 367 |
Pension and other liabilities | 3,795 | 3,552 |
Total liabilities | 33,667 | 35,869 |
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Commitments and contingencies |
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Shareholders' equity: |
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Preferred stock, par value without designation |
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Authorized - 1,000,000 shares, Issued - none |
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Common stock, par value $.01 |
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Authorized - 150,000,000 shares |
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Issued and outstanding - |
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35,423,698 at June 30, 2000 and 32,092,533 at December 31, 1999 | 354 | 321 |
Additional paid-in capital | 63,453 | 44,184 |
Accumulated deficit | (29,149) | (24,994) |
Accumulated other comprehensive income | 3,417 | 3,001 |
Total shareholders' equity | 38,075 | 22,512 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $71,742 | $58,381 |
See Notes to Consolidated Financial Statements
CHYRON CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (In thousands except per share amounts) | ||
(Unaudited) | ||
| 2000 | 1999 |
Net sales | $16,015 | $16,199 |
Cost of products sold | 8,490 | 11,035 |
Gross profit | 7,525 | 5,164 |
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Operating expenses: |
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Selling, general and administrative | 7,469 | 7,363 |
Research and development | 1,724 | 1,995 |
Restructuring and other nonrecurring charges | 6,681 | |
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| |
Total operating expenses | 9,193 | 16,039 |
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Operating loss | (1,668) | (10,875) |
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Interest and other expense, net | 243 | 227 |
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Loss before provision for income taxes | (1,911) | (11,102) |
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Provision for income taxes | 14,076 | |
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Net loss | $(1,911) | $(25,178) |
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Net loss per common share - basic and diluted | $(.05) | $(.78) |
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Weighted average shares used in computing net loss per common share - basic and diluted | 35,049 | 32,086 |
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Comprehensive loss: |
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Net loss | $(1,911) | $(25,178) |
Other comprehensive loss: |
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Foreign currency translation adjustment | (328) | (141) |
Unrealized loss on securities available for sale | (3,207) | |
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Total comprehensive loss | $(5,446) | $(25,319) |
See Notes to Consolidated Financial Statements
CHYRON CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (In thousands except per share amounts) | ||
(Unaudited) | ||
| 2000 | 1999 |
Net sales | $30,824 | $31,197 |
Cost of products sold | 16,862 | 19,286 |
Gross profit | 13,962 | 11,911 |
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Operating expenses: |
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Selling, general and administrative | 13,393 | 14,640 |
Research and development | 3,503 | 3,839 |
Restructuring and other nonrecurring charges | 6,681 | |
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| |
Total operating expenses | 16,896 | 25,160 |
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Operating loss | (2,934) | (13,249) |
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Interest and other expense, net | 1,221 | 529 |
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Loss before provision for income taxes | (4,155) | (13,778) |
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Provision for income taxes | 13,250 | |
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Net loss | $(4,155) | $(27,028) |
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Net loss per common share - basic and diluted | $(.12) | $ (.84) |
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Weighted average shares used in computing net loss per common share - basic and diluted | 33,589 | 32,080 |
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Comprehensive loss: |
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Net loss | $(4,155) | $(27,028) |
Other comprehensive (loss) income: |
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Foreign currency translation adjustment | (439) | (418) |
Unrealized gain on securities available for sale | 855 | |
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Total comprehensive loss | $(3,739) | $(27,446) |
See Notes to Consolidated Financial Statements
CHYRON CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (In thousands) (Unaudited) | ||
| 2000 | 1999 |
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss | $(4,155) | $(27,028) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
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Restructuring and other nonrecurring charges |
| 6,681 |
Depreciation and amortization | 2,239 | 2,671 |
Non-cash settlement of interest liability | 542 |
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Deferred income tax provision |
| 13,334 |
Changes in operating assets and liabilities: |
|
|
Accounts receivable | (1,790) | 5,752 |
Inventories | (1,007) | 2,854 |
Prepaid expenses and other assets | 14 | (708) |
Accounts payable and accrued expenses | 1,850 | (2,118) |
Other liabilities | 245 | 170 |
Net cash (used in) provided by operating activities | (2,062) | 1,608 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Acquisitions of property and equipment | (388) | (250) |
Capitalized software development | (1,850) | |
Net cash used in investing activities | (388) | (2,100) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Paydown of expiring credit facility |
| (8,493) |
Net proceeds from new credit facility |
| 8,688 |
Payments of term loan | (175) | (500) |
(Payments) borrowings on revolving credit agreements, net | (3,322) | 243 |
Proceeds from issuance of convertible debt |
| 159 |
Payments of capital lease obligations | (243) | (201) |
Net proceeds from sale of common stock | 18,187 |
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Proceeds from exercise of stock options | 597 | |
Net cash provided by (used in) financing activities | 15,044 | (104) |
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Effect of foreign currency rate fluctuations on cash and cash equivalents | (2) | (1) |
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Change in cash and cash equivalents | 12,592 | (597) |
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Cash and cash equivalents at beginning of period | 5,453 | 1,585 |
Cash and cash equivalents at end of period | $18,045 | $ 988 |
See Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.BASIS OF PRESENTATION
In the opinion of management of Chyron Corporation (the "Company"), the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2000 and the consolidated results of its operations and its cash flows for the periods ended June 30, 2000 and 1999. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. In addition, management is required to make estimates and assumptions that affect the amounts reported and related disclosures. 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. 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 consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. The December 31, 1999 figures included herein were derived from such audited consolidated financial statements. Certain reclassifications have been made to the 1999 financial statements to conform to the 2000 method of presentation.
2.NEW ACCOUNTING POLICIES
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. In June 2000, the SEC issued SAB No. 101B to defer the effective date of implementation of SAB No. 101 until the fourth quarter of fiscal 2000. The Company is in the process of determining the impact, if any, the adoption of SAB 101 will have on its financial position and results of operations.
3.ACCOUNTS RECEIVABLE
Accounts receivable is stated net of an allowance for doubtful accounts of $4.1 million and $3.3 million at June 30, 2000 and December 31, 1999, respectively.
4.INVENTORIES
Inventories, net of obsolescence reserves, consist of the following (in thousands):
| June 30, 2000 | December 31, 1999 |
|
| |
Finished goods | $ 6,782 | $ 6,262 |
Work-in-process | 1,016 | 1,228 |
Raw material | 6,830 | 6,276 |
| $14,628 | $13,766 |
5.LONG-TERM DEBT
In connection with its $12 million credit facility with a bank, the Company is required to maintain a certain level of reported earnings. As of June 30, 2000, the Company was not in compliance with such financial covenant. Subsequently, the Company's lender amended the financial covenant requirement.
6.COMMON STOCK OFFERING
In April 2000, the Company raised $20 million in connection with a private placement of 3,076,923 shares of its common stock at a price of $6.50. The offering price per share was determined based on negotiations between the Company and its placement agents taking into account the historical trading history of the common stock and market conditions at such time. The price of the common stock, as listed on the NYSE, ranged between 5 7/16 and 9 7/16 on the various closing dates. The Company expects to apply the net proceeds, of approximately $18.2 million, towards sales, marketing, the pursuit of strategic alliances and research and development in connection with its new media business. The Company has filed a registration statement under the Securities Act of 1933 for purposes of registering these shares.
In connection with the private placement, the Company issued 151,914 warrants to the placement agents and 60,000 warrants to a consulting company to purchase common stock of the Company at an exercise price of $6.50. These warrants, which are immediately exercisable, will expire in April 2005.
7.NYSE CONTINUED LISTING STATUS
In August 1999, the Company received a notice from the New York Stock Exchange ("NYSE") indicating that it did not currently meet the new continued listing standards issued in late July 1999. The new criteria revised and raised the minimum requirement of stockholders' equity to $50 million from $12 million of net tangible assets and global market capitalization to $50 million from $12 million. Companies below these levels must submit a business plan to the NYSE demonstrating how the Company anticipates meeting the new standards within an eighteen month period. The Company submitted its plan to the NYSE and received approval in December 1999. The Company will be working closely with the NYSE as the exchange monitors the Company's compliance with the plan on a quarterly basis.
8.SEGMENT INFORMATION
Chyron's businesses are organized, managed and internally reported as two segments. The segments, which are based on differences in products and technologies, are Graphics Products and Media Management Systems. The accounting policies of the segments are the same as those described in the "Summary of Significant Accounting Policies" included in the Company's Financial Statements contained in its Annual Report on Form 10-K for the year ended December 31, 1999. The Company is an integrated organization characterized by interdivisional cooperation, cost allocations and inventory transfers. Therefore, management does not represent that these segments, if operated independently, would report the financial information shown below.
Business Segment Information (In thousands) | |||
Graphics(1) | Media Management | ||
Three months ended June 30, 2000 | |||
Net sales | $7,317 | $8,698 | |
Operating loss | (559) | (1,109) | |
Depreciation and amortization | 468 | 724 | |
Three months ended June 30, 1999 | |||
Net sales | 6,875 | 9,324 | |
Operating loss | (10,563) | (312) | |
Depreciation and amortization | 587 | 757 | |
Geographic Areas | |||
United States(1) | Europe | Other | |
Three months ended June 30, 2000 | |||
Net sales | $11,137 | $ 4,249 | $ 629 |
Operating loss | (806) | (750) | (112) |
Three months ended June 30, 1999 | |||
Net sales | 9,671 | 5,703 | 825 |
Operating loss | (9,498) | (1,178) | (199) |
(1) Includes restructuring and other nonrecurring charges of $6,681 for the three months
ended June 30, 1999.
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
From time to time, including in this Quarterly Report on Form 10-Q, the Company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, changes in the industry, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results to differ from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company's business include, but are not limited to, the following: product concentration in a mature market, dependence on the emerging digital market and the industry's transition to DTV and HDTV, consumer acceptance of DTV and HDTV, resistance within the broadcast or cable industry to implement DTV and HDTV technology, rapid technological changes, new technologies that could render certain Chyron products to be obsolete, a highly competitive environment, competitors with significantly greater financial resources, new product introductions by competitors, seasonality, fluctuations in quarterly operating results, ability to maintain adequate levels of working capital, ability to maintain its NYSE listing, expansion into new markets and the Company's ability to successfully implement its acquisition and strategic alliance strategy.
Results of Operations
Overview
This discussion should be read in conjunction with the Consolidated Financial Statements, including the Notes thereto:
Comparison of the Three and Six Months Ended June 30, 2000 and 1999
Sales for the quarter ended June 30, 2000 were $16.0 million, a decrease of $0.2 million, or 1% over the $16.2 million reported for the second quarter of 1999. Sales for the six months ended June 30, 2000 were $30.8 million, a decrease of $0.4 million or 1% over the $31.2 million reported for the first six months of 1999. The decreases in both the three and six month levels result from a decline in the level of sales of media management products, offset to a lesser degree by an overall increase in the level of sales of graphics products. U.S. revenues in the three and six month periods ended June 30, 2000 increased by approximately $1.5 million and $2.7 million, respectively, but were offset by declines in revenues of $1.7 million and $3.1 million, respectively, in the international market. The primary factors contributing to the growth in the U.S. market are greater demand resulting from graphics product enhancements and the sale of an expanded routing system to one of the Company's major customers. The international broadcast market has been negatively impacted by a disappointing rollout of digital television in Europe resulting in lower than expected customer demand for media management products and the reduced value of the Euro against the British pound and the requirement to discount prices to remain competitive.
Gross margins for the second quarter of 2000 increased to 47.0% from 45.8% in the comparable quarter in 1999, exclusive of a $2.2 million write-down of inventory. Gross margins for the six month periods in 2000 and 1999, were 45.3%, exclusive of the write-down of inventory in 1999 mentioned above. The improvement in the three month margin was primarily due to improved margins resulting from product redesigns and lower overhead costs due to greater volume in the graphics sector offset to a lesser degree by the discounting in the international market of media management products discussed above.
In the second quarter of 1999, the Company adopted a more focused strategy on products that serve a broader spectrum of delivery options and eliminated certain non-producing products. Consequently, included in the results for the six months ended June 30, 1999 were nonrecurring charges totaling $6.7 million, of which $5.0 million was directly related to this change in strategy.
Selling, general and administrative (SG&A) expenses increased nominally by $0.1 million, to $7.5 million in the quarter ended June 30, 2000 compared to $7.4 million in the second quarter of 1999. SG&A expenses decreased by $1.2 million, or 8.5%, to $13.4 million in the first six months of 2000 compared to $14.6 million for the first six months of 1999. SG&A expenses in the core businesses declined as a result of the 1999 restructuring and have been offset by the Company's investment, of approximately $1 million, to implement its strategy to be a player in the new media marketplace. The Company anticipates that its efforts, and consequently its costs, will grow in future quarters as a result.
Research and development (R&D) costs in the second quarter of 2000 are less than the comparable 1999 levels by approximately $0.3 million. R&D costs decreased during the first six months of 2000 compared to the same period in 1999 by $0.3 million. The revised product strategy implemented at the end of the second quarter of 1999 resulted in the elimination of effort associated with non-strategic products, thereby reducing costs. Recently, efforts in this area have been redirected to graphics and streaming products for the Internet and Interactive TV. Overall R&D costs are expected to grow in future quarters as the Company increases its efforts to develop products and services for the new media marketplace.
Interest and other expense, net increased nominally in the three months ended June 30, 2000 as compared to 1999. During the comparable six month periods there was an increase of $0.7 million. This increase was due primarily to a non-cash charge of $0.5 million resulting from the Company's decision to satisfy an interest obligation related to its subordinated debentures. During the three and six month periods in 2000, interest expense was greater than in the comparable periods in 1999 as a result of interest related to the convertible debentures that were issued in the third quarter of 1999 and overall increased interest rates. The three and six month periods in 2000 also reflect the benefit of interest income earned on monies raised in a private placement in April 2000.
The Company did not record a tax benefit in the three and six months periods of 2000 relative to its operating loss. In the second quarter of 1999 the Company established a full valuation allowance against its U.S. deferred tax assets to recognize the uncertainty surrounding its realizability. Until the Company has U.S. taxable income, no additional benefit will be realized.
Liquidity and Capital Resources
At June 30, 2000, the Company had cash on hand of $18 million and working capital of $37 million.
In April 2000, as discussed in the notes to the financial statements, the Company raised $20 million in connection with a private placement of 3,076,923 shares of common stock. The Company expects to apply the net proceeds, of approximately $18.2 million, towards sales, marketing, the pursuit of strategic alliances and research and development in connection with its new media business.
As set forth in the Consolidated Statements of Cash Flows, the Company used $2.1 million in cash from operations during the six months ended June 30, 2000 as compared to generating $1.6 million in cash for the comparable 1999 period. The utilization of cash from operations during the six month period ended June 30, 2000 results primarily from the realization of the net loss and the increase in accounts receivable and inventory balances, offset by an increase in accounts payable. The increase in accounts receivable during such period is directly related to the $3.2 million increase in the volume of sales in the second quarter of 2000 as compared to the fourth quarter of 1999. Inventories rose in the second quarter of 2000 due to the additional product required to be built for the new media business and the 2000 Olympic summer games.
The Company also utilized $3.5 million in cash to paydown its credit facility and received $0.6 million from the issuance of common stock as a result of option exercises.
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK
The Company is exposed to currency risk in the normal course of business related to investments in its foreign subsidiaries and the level of sales to foreign customers. For the three months ended June 30, 2000 and 1999, sales to foreign customers were 30% and 40% of total sales, respectively. Substantially all sales generated outside of the U.S. are denominated in British pounds sterling. The net impact of foreign exchange transactions for the three months ended June 30, 2000 and 1999 were a loss of $71,000 and a gain of $92,000, respectively.
PART II.OTHER INFORMATION
ITEM 1.Legal Proceedings
The Company is from time to time involved in routine legal matters incidental to its business. In the opinion of management, the ultimate resolution of such matters will not have a material adverse effect on the Company's financial position, results of operations or liquidity.
ITEM 2.Changes in Securities
In April 2000 the Company completed a private placement of 3,076,923 shares of common stock at a price of $6.50 per share to certain "accredited investors" (as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended). Net proceeds to the Company were approximately $18.2 million. The Company expects to use the net proceeds for sales, marketing, the pursuit of strategic alliances and research and development in connection with its new media business. Oakes, Fitzwilliams and Co. Limited and C. E. Unterberg, Towbin acted as placement agents in connection with the private placement. The offering price per share was determined based on negotiations between the Company and the placement agents taking into account the historical trading history of the common stock and market conditions at the time. In connection with the private placement, the Company paid the placement agents an aggregate of $984,394 for commissions, structuring fees and expenses and issued the placement agents five year warrants, which are immediately exercisable, to purchase an aggregate of 151,914 shares of common stock at an exercise price of $6.50 per share. The sale of the securities was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder which provides for an exemption for certain private sales of securities.
ITEM 3. Defaults Upon Senior Securities
Not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on May 24, 2000, the following proposals were adopted by the margin indicated:
The election of Charles M. Diker, Joseph A. Flaherty, Donald P. Greenberg, Roger Henderson, Alan J. Hirschfield, Christopher R. Kelly, Wesley W. Lang, Jr., Eugene M. Weber, and Michael Wellesley-Wesley, to the Board of Directors. No Director received less than 82% of the votes cast.
The ratification of the conversion feature of Series B 8% Subordinated Convertible Debentures (the "Debentures") which were purchased by four funds managed by Weiss, Peck & Greer, L.L.C. so as to allow such Debentures to be convertible into common stock of the Company under the rules of the New York Stock Exchange.
Share voting:
For: | 17,769,747 |
Against: | 150,096 |
Abstain: | 660,966 |
ITEM 5. Other Information
Not applicable.
ITEM 6(a). Exhibits
(27) Financial Data Schedule.
ITEM 6(b). Reports on Form 8-K
On April 12, 2000 the Company filed a report on Form 8-K pertaining to the private placement of $20 million of common stock.
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.
| CHYRON CORPORATION |
| (Registrant) |
|
|
August 10, 2000 | /s/ Roger Henderson |
(Date) | Roger Henderson |
| President and |
| Chief Executive Officer |
| |
August 10, 2000 | /s/ Dawn Johnston |
(Date) | Dawn Johnston |
| Senior Vice President and |
Chief Financial Officer |
