-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CFaPKItClbiupLwL5CNgVQj5qm+cqnZEmbaTazlXxARRBiDqSmOGcvh97UEnGDjK mp80UuItzAqzUk5/5AKNow== 0000020232-07-000016.txt : 20070514 0000020232-07-000016.hdr.sgml : 20070514 20070514141607 ACCESSION NUMBER: 0000020232-07-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070514 DATE AS OF CHANGE: 20070514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHYRON CORP CENTRAL INDEX KEY: 0000020232 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 112117385 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-05110 FILM NUMBER: 07845570 BUSINESS ADDRESS: STREET 1: 5 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318452000 MAIL ADDRESS: STREET 1: 5 HUB DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER EXCHANGE INC DATE OF NAME CHANGE: 19760114 10-Q 1 qmar071.htm SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2007

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)

 

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

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [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 May 1, 2007 was 45,659,005.

 


 

CHYRON CORPORATION

INDEX

 

 

PART I

FINANCIAL INFORMATION

Page

     

Item 1.

Financial Statements

 
 

  Consolidated Balance Sheets as of March 31, 2007 (unaudited)

 
 

    and December 31, 2006

3

 

  Consolidated Statements of Operations (unaudited) for the Three

 
 

    Months ended March 31, 2007 and 2006

4

 

  Consolidated Statements of Cash Flows (unaudited) for the Three

 
 

    Months ended March 31, 2007 and 2006

5

 

  Notes to Consolidated Financial Statements (unaudited)

6

     

Item 2.

Management's Discussion and Analysis of Financial Condition

 
 

  and Results of Operations

12

     

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

16

     

Item 4.

Controls and Procedures

16

     

PART II

OTHER INFORMATION

 
     

Item 1.

Legal Proceedings

17

     

Item 1A.

Risk Factors

17

     

Item 6.

Exhibits

17

     

2


 

CHYRON CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

 

Unaudited

 
 

March 31,

December 31

                                                 Assets

2007

2006

Current assets:

   

  Cash and cash equivalents

$ 2,856 

$  2,362 

  Accounts receivable, net

4,053 

4,130 

  Inventories, net

2,852 

2,958 

  Deferred taxes

270 

     270 

  Prepaid expenses and other current assets

     342 

     334 

    Total current assets

10,373 

10,054 

     

Property and equipment, net

1,095 

984 

Deferred taxes

1,447 

   1,447 

Other assets

         7 

       18 

TOTAL ASSETS

$12,922 

$12,503 

 

                     Liabilities and Shareholders' Equity

Current liabilities:

   

  Accounts payable and accrued expenses

$ 3,152 

$  2,818 

  Deferred revenue

1,501 

1,501 

  Pension liability

686 

658 

  Capital lease obligations

      34 

      28 

    Total current liabilities

5,373 

5,005 

     

Pension liability

1,430 

1,457 

Other liabilities

    534 

    572 

    Total liabilities

 7,337 

 7,034 

     

Commitments and contingencies

   
     

Shareholders' equity:

   

  Preferred stock, par value without designation

   

   Authorized - 1,000,000 shares, Issued - none

   

  Common stock, par value $.01

   

   Authorized - 150,000,000 shares

   

    Issued and outstanding - 45,659,005 at March 31, 2007

   

       and 45,649,005 at December 31, 2006

456 

456 

  Additional paid-in capital

75,095 

75,025 

  Accumulated deficit

(69,830)

(69,874)

  Accumulated other comprehensive loss

   (136)

   (138)

     Total shareholders' equity

  5,585 

  5,469 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$12,922 

$12,503 

See Notes to Consolidated Financial Statements

3


 

CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2007 AND 2006
(In thousands, except per share amounts)

(Unaudited)

 

 

2007

  2006

     

Net sales

$ 6,529 

$ 4,843 

Cost of products sold

2,121 

1,676 

Gross profit

4,408 

3,167 

     

Operating expenses:

   

   Selling, general and administrative

3,261 

2,767 

   Research and development

1,131 

   903 

     

Total operating expenses

4,392 

3,670 

     

Operating income (loss)

16 

(503)

     

Interest expense

(14)

(56)

     

Interest income

26 

27 

     

Other income, net

    16 

    21 

     

Net income (loss)

   44 

 (511)

     

Net income (loss) per share - basic and diluted

0.00 

(0.01)

     

Weighted average shares outstanding:

   

  Basic

45,651 

41,380 

  Diluted

47,963 

41,380 

     

Comprehensive income (loss):

   

  Net income (loss)

$     44 

$  (511)

     

Other comprehensive income:

   

  Foreign currency translation gain

       2 

          

     

Total comprehensive income (loss)

     46 

$  (511)

 

See Notes to Consolidated Financial Statements

4


 

CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2007 AND 2006
(In thousands)
(Unaudited)

 

2007

2006

CASH FLOWS FROM OPERATING ACTIVITIES

   

Net income (loss)

$  44 

$ (511)

Adjustments to reconcile net income (loss) to cash from

   

operating activities:

   

   Depreciation

108 

86 

   Loss on disposal of equipment

 

64 

   Inventory provisions

60 

67 

   Share-based compensation expense

68 

41 

   Other

12 

Changes in operating assets and liabilities:

   

   Accounts receivable

77 

1,019 

   Inventories

46 

(378)

   Prepaid expenses and other assets

(8)

51 

   Accounts payable and accrued expenses

334 

(206)

   Other liabilities

  (35)

   (43)

Net cash provided by operating activities

  706 

   198

     

CASH FLOWS FROM INVESTING ACTIVITIES

   

Acquisitions of property and equipment

  (208)

  (218)

Net cash used in investing activities

  (208)

  (218)

     

CASH FLOWS FROM FINANCING ACTIVITIES

   

Principal payments on convertible debentures

 

(1,345)

Borrowings from term loan

 

1,345 

Principal payments on term loan

 

(56)

Proceeds from exercise of stock options

Payments on capital lease obligations

    (6)

    (3)

Net cash used in financing activities

    (4)

  (56)

     

Change in cash and cash equivalents

494 

(76)

Cash and cash equivalents at beginning of period

2,362 

2,331 

Cash and cash equivalents at end of period

$2,856 

$2,255 

     

Interest paid

$3 

$14 

Assets acquired under capital lease

11 

 
     

See Notes to Consolidated Financial Statements

5


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

General

In the opinion of management of Chyron Corporation ("Chyron" or 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 March 31, 2007 and the consolidated results of its operations and its cash flows for the periods ended March 31, 2007 and 2006. 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, 2007. 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. According ly, 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, 2006. The December 31, 2006 figures included herein were derived from such audited consolidated financial statements.

Nature of Business

Chyron, and its wholly-owned subsidiaries, is a supplier of character generators ("CG") and graphics hardware and software related products to the television industry. The Company develops, manufactures, markets and supports hardware and software products that enhance the presentation of live and pre-recorded video, audio and other data. Chyron's products are used in broadcast production facilities worldwide for applications including news, sports, weather and election coverage. The Company's graphics products create, manipulate, store, playback and manage content including 2D/3D text, logos, graphics, animations and video stills/clips. Chyron recently introduced the ChyTV product line, providing low-cost, easy to use graphics for microcasting and digital displays applications. ChyTV, which is part of the Company's digital displays division, represents a reporting segment for the Company.

Net Income Per Share

We report our net income per share in accordance with Financial Accounting Standards Board Statement No. 128, "Earnings Per Share." Basic earnings per share is computed based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the sum of the weighted average number of common shares outstanding and common stock

6


 

equivalents. In 2006, basic net loss per share equaled diluted net loss per share because the effect of common stock equivalents was anti-dilutive, and therefore excluded from the calculation of diluted net loss per share. Shares used to calculate earnings per share at March 31, 2007 are as follows (in thousands):

Basic weighted average shares outstanding

45,651

  Effect of dilutive stock options

  2,312

Diluted weighted average shares outstanding

47,963

 

Three Months Ended

 

March 31,

 

2007

2006

Weighted average shares which are not included in the

   

  calculation of diluted net loss per share because their

   

  impact is anti-dilutive

   

     Stock options

748

5,258

     Convertible debentures

      -

  4,878

 

 748

10,136

2. SHARE-BASED COMPENSATION

We account for share-based compensation cost in accordance with Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment." The fair value of each option award is estimated on the date of grant 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. The fair values of the options granted were estimated based on the following weighted average assumptions:

 

Three Months Ended

 

March 31,

 

2007

2006

Expected volatility

101.3%

108.8%

Risk-free interest rate

4.48%

4.79%

Expected dividend yield

0.0%

0.0%

Expected life (in years)

4.0

4.0

Estimated fair value per option granted

$0.81

$0.45

7


 

The impact on our results of operations of recording share-based compensation is as follows:

 

Three Months Ended

 

March 31,

 

2007

2006

Cost of products sold

$  9,557

$  6,114

Research and development

21,163

12,227

Selling, general and administrative

37,547

22,417

 

$68,267

$40,758

As of March 31, 2007, there was approximately $511 thousand of total unrecognized stock-based compensation cost related to options granted under our plans that will be recognized over the next three years.

3. INVENTORIES

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

 

March 31,

December 31,

 

2007

2006

Finished goods

$   360

$   418

Work-in-progress

317

160

Raw material

2,175

2,380

 

$2,852

$2,958

4. LONG-TERM DEBT

On March 1, 2006, the Company amended its lending agreement to provide for a $1.5 million revolving line of credit ("revolver"), with an advance rate of up to 80% of eligible accounts receivable. At March 31, 2007, available borrowings on the revolver were $1.5 million. The revolver will mature on April 13, 2008 and will bear interest at Prime +1%. The lending agreement also provides for a $1.5 million term loan, which the Company drew down on March 20, 2006, in the amount of $1.3 million, in order to redeem the Series C Debentures which were scheduled to mature in April 2006. The term loan was payable in twenty-four equal monthly installments plus interest at Prime +1.75%. The Company was making monthly installments on the term loan since its inception and on December 28, 2006, the remaining balance on the term loan of $840 thousand was paid in full. The Company is required to maintain cash or availability of $1 million and minimum cumulative year-to-date EBITDA, excluding FAS123(R) stock option expense, as follows:

YTD March 31, 2007

$ (225,000)

YTD June 30, 2007

300,000 

YTD September 30, 2007

725,000 

YTD December 31, 2007

1,200,000 

8


 

The Company did not meet the EBITDA requirement of $100 thousand for the quarter ended March 31, 2006, for which period a waiver was obtained. The Company has met the EBITDA requirement for all other quarters in 2006 and 2007 to date. As is usual and customary in such lending agreements, the agreement also contains certain non-financial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreement also restricts our ability to pay dividends, without the bank's consent.

The Series C Debentures, which totaled $1.3 million in principal and accrued interest at March 20, 2006, were redeemed in full on that date with the proceeds from the term loan. The Series C Debentures accrued interest at an annual rate of 7%, which totaled $19 thousand in the first quarter of 2006.

The Series D Debentures, which totaled $2.8 million at September 22, 2006, were redeemed in full in October 2006, when all holders converted their shares into 4,098,303 shares of restricted common stock of the Company based upon a conversion price of $0.65. The Series D Debentures accrued interest at an annual rate of 8%, which totaled approximately $20 thousand in the first quarter of 2006. The reported amount of interest expense was adjusted as a result of amortization of a gain on exchange when the Series D Debentures were originally issued in 2004, that was deferred in accordance with Statement of Financial Accounting Standards No. 15. The amortization, which reduced interest expense, totaled $32 thousand in the first quarter of 2006.

5. BENEFIT PLANS

The net periodic benefit cost for the three months ended March 31 is as follows (in thousands):

 

2007

2006

Service cost

$108 

$  96 

Interest cost

56 

47 

Expected return on plan assets

(38)

(39)

Amortization of prior service cost

(9)

(8)

Amortization of prior loss

    3 

       

 

$120 

$  96 

During the quarter ended March 31, 2007, we made contributions of $120 thousand to the Pension Plan. Our policy is to fund the minimum contributions required under the Employee Retirement Income Security Act (ERISA). During 2007, we expect to contribute approximately $0.7 million for the 2006 and 2007 plan years, based on these funding requirements. In addition, in 2007, the Company intends to pay all pension plan expenses, as permitted by ERISA. Furthermore, subject to cash flow levels, it is the Company's intention to make additional contributions to the pension plan to reduce the unfunded liability.

9


 

 

6. SEGMENT AND GEOGRAPHIC INFORMATION

We conduct our current operations through two reportable segments: broadcast graphics and digital displays. The broadcast graphics segment supplies graphics hardware and software to the broadcast industry. Our digital displays segment provides low-cost graphics equipment for digital signage applications.

The following table presents information about our segments (in thousands):

 

Three Months Ended

 

March 31,

 

2007

2006

Net sales

   

  Broadcast graphics

$6,260 

$4,634 

  Digital displays

269 

209 

Operating income (loss)

   

  Broadcast graphics

570 

(177)

  Digital displays

(554)

(326)

The details of the Company's geographic sales are as follows (in thousands):

 

Three Months Ended

 

March 31,

 

2007

2006

United States

$5,225

$3,763

Europe

857

648

Rest of world

447

432

7. PRODUCT WARRANTY

We provide product warranties for our 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. We established our reserve based on historical data, taking into consideration specific product information. The following table sets forth the movement in the warranty reserve (in thousands):

 

Three Months Ended

 

March 31,

 

2007

2006

Balance at beginning of period

$   50 

$ 223 

Provisions (credits)

204 

(157)

Warranty services provided

(111)

  12 

 

$ 143 

  78 

10


 

8. INCOME TAXES

Effective January 1, 2007, we adopted Financial Accounting Standards Board Interpretation ("FIN") No. 48, Accounting for Uncertainty in Income Taxes. FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of such date, we did not have any unrecognized tax benefits and there was no effect on our financial condition or results of operations as a result of implementing FIN 48.

FIN 48 allows the Company to prospectively change its accounting policy as to where interest expense and penalties on income tax liabilities are classified. As of the date of adoption of FIN 48, we did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the respective quarters.

We file U.S. federal income tax returns as well as income tax returns in various states and two foreign jurisdictions. We may be subject to examination by the Internal Revenue Service ("IRS") for calendar years 2003 through 2006 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 2002 through 2006 tax years remain open for examination by the tax authorities under a four year statute of limitations, however, certain states may keep their statute open for six to ten years.

9. OTHER COMPREHENSIVE INCOME

Components and activity related to accumulated other comprehensive income is as follows (in thousands):

 

Foreign

 

Accumulated

 

Currency

Pension

Other

 

Translation

Benefit

Comprehensive

 

Adjustments

Costs

Income (Loss)

January 1, 2007

$    5

$(143)

$(138)

Change for period

    2

      - 

     2 

March 31, 2007

$    7

$(143)

$(136)

10. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS No. 157). SFAS No. 157 establishes a common definition for fair value to be applied to U.S. GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. We have not yet evaluated the impact of implementation on our consolidated financial statements.

11


 

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115, which permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 also includes an amendment to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, which applies to all entities with available-for-sale and trading securities. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. We have not yet evaluated the impact of implementation on our consolidated financial statements.

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, we 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, we note that a variety of factors could cause our actual results to differ from the anticipated results or other expectations expressed in our forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of our business include, without limitation, the following: product concentration in a mature market, dependence on the emerging digital market and the industry's transition to DTV ("digital television") and HDTV ("high definition telev ision"), consumer acceptance of DTV and HDTV, resistance within the broadcast or cable industry to implement DTV and HDTV technology, use and improvement of the Internet, 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, viability of the Over the Counter Bulletin Board as a trading platform, and expansion into new markets.

The following discussion should be read along with our 2006 Annual Report on Form 10-K filed with the Securities and Exchange Commission, and with the unaudited financial statements included in this Form 10-Q.

Comparison of the Three Months Ended March 31, 2007 and 2006

Net Sales. Revenues for the first quarter of 2007 and 2006 were as follows (in thousands):

 

2007

% of Total

2006

% of Total

Broadcast graphics

$6,260

96%

$4,634

96%

Digital displays

   269

4%

   209

4%

 

$6,529

 

$4,843

 

Revenues for the quarter ended March 31, 2007 were $6.5 million, an increase of $1.7 million, or 35% from the $4.8 million reported for the quarter ended March 31, 2006. Revenues derived from U.S. customers were $5.2 million in the quarter ended March 31, 2007 as compared

12


 

to $3.8 million in the quarter ended March 31, 2006. Revenues derived from international customers were $1.3 million in the quarter ended March 31, 2007 and $1 million in the quarter ended March 31, 2006. The increase in broadcast graphics revenues is due to enhanced product offerings, which now include mid range HD products, and channel branding. Also contributing to our growth is improved realization of sales over our competitors. The increase in sales in our digital displays product line is due to the expansion of our product offerings and the growth in our sales network.

Gross Profit. Gross margins for the quarter ended March 31, 2007 and 2006, were 68% and 65%, respectively. Gross margins in our broadcast graphics segment were 68% in the quarter ended March 31, 2007 and 65% in the quarter ended March 31, 2006. Improvements in gross margins are primarily a result of reduced shipping costs resulting from improved freight rates with our vendors and a greater proportion of U.S. revenue as compared to international revenues. Gross margins in our digital displays segment were 59% in 2007 and 67% in 2006. The higher gross margin in 2006 was due to a special consulting project, whereas 2007 reflects a standard margin based on product sales.

Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses for the first quarter of 2007 and 2006 were as follows (in thousands):

 

2007

% of Total

2006

% of Total

Broadcast graphics

$2,748

84%

$2,424

88%

Digital displays

   513

16%

   343

12%

 

$3,261

 

$2,767

 

The increase in SG&A expenses of $0.3 million for the broadcast graphics segment was driven primarily by higher commissions of $0.1 million on the increased sales volume, an increase of $0.1 million due to additional staffing associated with international operations, and $0.1 million from additional U.S. staff to enhance product and customer support. The increase in SG&A expenses for the digital displays segment increased by approximately $0.2 million in the quarter ended March 31, 2007 as compared to the quarter ended March 31, 2006 as a result of increased staffing in the sales and marketing areas and legal expenses associated with protection of our intellectual property.

Research and Development Expenses. Research and development ("R&D") costs for the first quarter of 2007 and 2006 were as follows (in thousands):

 

2007

% of Total

2006

% of Total

Broadcast graphics

$   931

82%

$  781

86%

Digital displays

   200

18%

  122

14%

 

$1,131

 

$  903

 

The primary factor contributing to the increase in the broadcast graphics segment is the Company's investment, primarily in the form of personnel and related costs, in the development of new products for HDTV, mobile content, and channel branding. At this time virtually 95% of our products are now HD/SD switchable. The increase in R&D in the digital displays segment is

13


 

also due to the Company's investment, in the form of personnel and related costs, in new product offerings, as this line is expanded.

Interest income and expense. Interest expense in 2007 approximated $14 thousand as compared to $56 thousand in 2006. This is a direct result of overall lower borrowings. In the first quarter of 2006, our Series C and Series D Debentures were still outstanding which accounted for interest expense of $39 thousand. In the first quarter of 2007, there is no interest expense associated with these debentures since they were paid off or converted in 2006.

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

 

Three Months Ended

 

March 31,

 

2007

2006

Foreign exchange transaction gain (loss)

$  (9)

$    6 

Subrental income

14 

 14 

Other

  11 

    1 

 

$  16 

$  21 

Liquidity and Capital Resources

At March 31, 2007, we had cash on hand of $2.9 million and working capital of $5.0 million.

During the three months ended March 31, 2007, net cash of $0.7 million was provided by operations. The amount of net cash from operations was primarily driven by the net income in the quarter adjusted by non cash charges of $0.3 million and changes in net operating assets and liabilities, primarily an increase in accounts payable, of $0.4 million.

In March 2006, the Company amended its lending agreement with its U.S. bank to provide for a $1.5 million revolving line of credit ("revolver"), with an advance rate of up to 80% of eligible accounts receivable. At March 31, 2007, available borrowings on the revolver were $1.5 million. The revolver will mature on April 13, 2008 and will bear interest at Prime +1%. The lending agreement also provides for a $1.5 million term loan, which the Company drew down on March 20, 2006, in the amount of $1.3 million in order to redeem the Series C Debentures. The term loan was payable in twenty-four equal monthly installments plus interest at Prime +1.75%. The Company was making monthly installments on the term loan since its inception and on December 28, 2006, the remaining balance on the term loan of $840 thousand was paid in full. The Company will be required to maintain cash or availability of $1 million and minimum cumulative EBITDA, excluding FAS123(R) stock option expense, as follow s:

YTD March 31, 2007

$(225,000)

YTD June 30, 2007

300,000 

YTD September 30, 2007

725,000 

YTD December 31, 2007

1,200,000 

14


 

The Company did not meet the EBITDA requirement of $100 thousand for the quarter ended March 31, 2006 for which period a waiver was obtained. The Company has met the EBITDA requirement for all other quarters in 2006 and 2007 to date. As is usual and customary in such lending agreements, the agreement also contains certain non-financial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreement also restricts our ability to pay dividends without the bank's consent.

The Company also takes into consideration the environment in which it operates when reviewing its liquidity and capital resource requirements. We provide graphics products to the broadcast industry for use in digital television. We have also expanded our product line to include video and digital signage products that provide for use in business and a general corporate environment. In 2006, this segment incurred an operating loss of approximately $2 million and in the first quarter of 2007 incurred an operating loss of $0.5 million, and we expect that it will continue to use cash in the remainder of 2007 until optimum sales levels are achieved. Our future growth and success will depend to a significant degree on the continued growth of various markets that use our products. We operate in a rapidly changing environment and must remain responsive to changes as they occur. In the event that revenues are significantly below forecasted revenues, we believe we have the ability to reduce or delay discretionary expenditures, including capital purchases, and reduce headcount, so that we will have sufficient cash resources. However, there can be no assurance that we will be able to adjust our costs in sufficient time to respond to revenue and cash shortfalls, should that occur.

The long term success of the Company will be dependent on maintaining profitable operating results and the ability to raise additional capital should such additional capital be required. In the event the Company is 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.

We believe that cash on hand, net cash to be generated in the business, and availability under our line of credit, will be sufficient to meet our cash needs if we are able to achieve our planned results of operations and retain availability of credit under our lending agreement.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS No. 157). SFAS No. 157 establishes a common definition for fair value to be applied to U.S. GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. We have not yet evaluated the impact of implementation on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115, which permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 also includes an amendment to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, which applies to all entities with available-for-sale

15


 

and trading securities. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. We have not yet evaluated the impact of implementation on our consolidated financial statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

MARKET RISK

We are exposed to foreign currency and exchange risk in the normal course of business related to investments in our foreign subsidiaries and sales to foreign customers. For the three months ended March 31, 2007 and 2006, sales to foreign customers were 20% and 22% of total sales, respectively. All sales generated outside of the U.S. are denominated in British Pounds Sterling, Euros and U.S. Dollars.

The net impact on earnings of foreign exchange transactions was a loss of $9 thousand in the three month period ended March 31, 2007 and a gain of $6 thousand in the three month period ended March 31, 2006. We record translation gain or loss as a separate component of other comprehensive income or loss in shareholders' equity.

Additionally, we are exposed to interest rate risk with respect to any bank debt that carries a variable interest rate, such as our term loan. Rates that affect the variable interest on this debt include the Prime Rate. We have evaluated the foreign currency exchange risk and interest rate risk and believe that our exposure to these risks are not material to our near-term financial position, earnings, or cash flows.

Item 4. CONTROLS AND PROCEDURES

As of March 31, 2007, an evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2007. There have been no changes in the Company's internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

16


 

PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

The Company from time to time is 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 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 Annual Report on Form 10-K for the year ended December 31, 2006, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results.

ITEM 6.   EXHIBITS

(a)  Exhibits:

Exhibit No.

Description of Exhibit

   

31.1

Certification of Chief 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 Chief 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.

   

32.1

Certification of Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

17


 

 

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)

     
     

May 14, 2007

 

/s/ Michael Wellesley-Wesley

(Date)

 

     Michael Wellesley-Wesley

   

     President and

   

     Chief Executive Officer

     

May 14, 2007

 

/s/ Jerry Kieliszak

(Date)

 

     Jerry Kieliszak

   

     Senior Vice President and

   

     Chief Financial Officer     

 

18

EX-31 2 ex3111.htm Exhibit 31

Exhibit 31.1

Certification of Chief 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

I, Michael Wellesley-Wesley, President and Chief Executive Officer of Chyron Corporation, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Chyron Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Reserved];

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date: May 14, 2007

 

 

/s/ Michael Wellesley-Wesley

    Michael Wellesley-Wesley

    President and

    Chief Executive Officer

EX-31 3 ex3121.htm Exhibit 31

Exhibit 31.2

Certification of Chief 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

I, Jerry Kieliszak, Senior Vice President and Chief Financial Officer of Chyron Corporation, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Chyron Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Reserved];

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date: May 14, 2007

 

 

/s/ Jerry Kieliszak

    Jerry Kieliszak

    Senior Vice President and

    Chief Financial Officer

EX-32 4 ex3211.htm Exhibit 32

Exhibit 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Chyron Corporation (the "Company") on Form 10-Q for the quarter ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Wellesley-Wesley, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2007

 

/s/ Michael Wellesley-Wesley

 

Michael Wellesley-Wesley

 

President and

 

Chief Executive Officer

   
EX-32 5 ex3221.htm Exhibit 32

Exhibit 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Chyron Corporation (the "Company") on Form 10-Q for the quarter ended March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jerry Kieliszak, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2007

 

/s/ Jerry Kieliszak

 

Jerry Kieliszak

 

Senior Vice President and

 

Chief Financial Officer

   
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