-----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, MmP/LlcyRRTp0EquAIm2Y8VmSYHqUdgpVdNWpWk4fVY9RoU2/unADWwD8IIWSymA f+/J7PVVDEVSAaQsuvjjIg== 0000020232-07-000060.txt : 20071109 0000020232-07-000060.hdr.sgml : 20071109 20071109110449 ACCESSION NUMBER: 0000020232-07-000060 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 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: 001-09014 FILM NUMBER: 071228965 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 qsept071.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 September 30, 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 November 1, 2007 was 15,288,227.

 


 

CHYRON CORPORATION

 

 

INDEX

 

 

PART I

FINANCIAL INFORMATION

Page

     

Item 1.

Financial Statements

 
 

  Consolidated Balance Sheets as of September 30, 2007 (unaudited) and

 
 

    December 31, 2006

3

     
 

 Consolidated Statements of Income (unaudited) for the Three Months

 
 

    ended September 30, 2007 and 2006

4

     
 

  Consolidated Statements of Income (unaudited) for the Nine Months

 
 

    ended September 30, 2007 and 2006

5

     
 

  Consolidated Statements of Cash Flows (unaudited) for the Nine

 
 

    Months ended September 30, 2007 and 2006

6

     
 

  Notes to Consolidated Financial Statements (unaudited)

7

     

Item 2.

Management's Discussion and Analysis of Financial Condition

 
 

  and Results of Operations

13

     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

17

     

Item 4T.

Controls and Procedures

18

     

PART II

OTHER INFORMATION

 
     

Item 1.

Legal Proceedings

19

     

Item 1A.

Risk Factors

19

     

Item 4.

Submission of Matters to a Vote of Security Holders

19

     

Item 6.

Exhibits

20

     

2


 

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

 

Unaudited

 
 

September 30,

December 31,

ASSETS

2007

2006 

Current assets:

   

   Cash and cash equivalents

$  5,000

$  2,362 

   Accounts receivable, net

4,544

4,130 

   Inventories, net

2,553

2,958 

   Deferred taxes

270

     270 

   Prepaid expenses and other current assets #9;

     409

     334 

     Total current assets

12,776

10,054 

     

Property and equipment, net

1,254

984 

Deferred taxes

1,447

   1,447 

Other assets

        3

       18 

TOTAL ASSETS

$15,480

$12,503 

     

LIABILITIES AND SHAREHOLDERS' EQUITY

   
     

Current liabilities:

   

   Accounts payable and accrued expenses

$  3,615

$  2,818 

   Deferred revenue

2,062

1,501 

   Pension liability

444

658 

   Capital lease obligations

      36

      28 

     Total current liabilities

6,157

5,005 

     

Pension liability

1,395

1,457 

Other liabilities

    511

    572 

     Total liabilities

 8,063

 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 - 15,228,226 at September 30, 2007 and

   

      45,649,005 at December 31, 2006

152

456 

  Additional paid-in capital

75,691

75,025 

  Accumulated deficit

(68,299)

(69,874)

  Accumulated other comprehensive loss

    (127)

   (138)

     Total shareholders' equity

  7,417

  5,469 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$15,480

$12,503 

 

 

See Notes to Consolidated Financial Statements

3


 

CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
(In thousands, except per share amounts)

(Unaudited)

 

 

2007 

2006 

     

Net sales

$8,741 

$6,448 

Cost of products sold

2,884 

1,929 

Gross profit

5,857 

4,519 

     

Operating expenses:

   

   Selling, general and administrative

3,746 

3,345 

   Research and development

1,328 

1,075 

     

Total operating expenses

5,074 

4,420 

     

Operating income

783 

99 

     

Interest expense

(6)

(24)

     

Interest income

28 

49 

     

Other income, net

  108 

    33 

     

Income before taxes

  913 

   157 

     

Income taxes

    13 

      0 

     

Net income

$  900 

$   157 

     

Net income per common share - basic and diluted

$  0.06

$   0.01

     

Weighted average shares outstanding:

   

   Basic

15,227 

13,848 

   Diluted

16,041 

14,858 

 

See Notes to Consolidated Financial Statements

4


 

CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
(In thousands, except per share amounts)
(Unaudited)

 

 

2007  

2006  

     

Net sales

$23,025 

$19,872 

Cost of products sold

  7,412 

  6,402 

Gross profit

15,613 

13,470 

     

Operating expenses:

   

  Selling, general and administrative

10,465 

9,274 

  Research and development

  3,732 

  2,921 

     

Total operating expenses

14,197 

12,195 

     

Operating income

1,416 

1,275 

     

Interest expense

(26)

(138)

     

Interest income

91 

105 

     

Other income, net

   132 

     83 

     

Income before taxes

1,613 

1,325

     

Income taxes

    38 

       0

     

Net income

1,575 

1,325 

     

Net income per common share:

   

   Basic

$    0.10

$    0.10

   Diluted

$    0.10

$    0.09

     

Weighted average shares outstanding:

   

   Basic

15,222 

13,814

   Diluted

15,985 

14,574

 

See Notes to Consolidated Financial Statements

5


 

CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
(In thousands)
(Unaudited)

 

2007   

2006    

CASH FLOWS FROM OPERATING ACTIVITIES

   

Net income

$1,575 

$1,325 

Adjustments to reconcile net income to cash provided by

   

 operating activities:

   

   Depreciation

388 

294 

   Loss on disposal of equipment

64 

   Inventory provisions

290 

286 

   Share-based compensation expense

360 

274 

   Other

25 

(116)

Changes in operating assets and liabilities:

   

   Accounts receivable

(414)

1,265 

   Inventories

115 

(1,018)

   Prepaid expenses and other assets

(74)

(15)

   Accounts payable and accrued expenses

797 

78 

   Deferred revenue

519 

566 

   Other liabilities

  (275)

    (57)

Net cash provided by operating activities

3,306 

 2,946 

     

CASH FLOWS FROM INVESTING ACTIVITIES

   

Acquisitions of property and equipment

 (640)

 (562)

Net cash used in investing activities

 (640)

 (562)

     

CASH FLOWS FROM FINANCING ACTIVITIES

   

Principal payments on convertible debentures

(1,345)

Borrowings from term loan

1,345 

Principal payments on term loan

(392)

Net proceeds from stock options and payment of fractional shares

59 

Payments on capital lease obligations

    (29)

    (15)

Net cash used in financing activities

    (28)

  (348)

     

Change in cash and cash equivalents

2,638 

2,036 

Cash and cash equivalents at beginning of period

2,362 

 2,331 

Cash and cash equivalents at end of period

$5,000 

$ 4,367 

     

Supplemental cash flow information:

   

   Interest paid during the period

$     11 

$    209 

   Assets acquired under capital lease

11 

62 

   Series D Debentures converted to common stock

2,664 

See Notes to Consolidated Financial Statements

6


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

1. BASIS OF PRESENTATION

General

In the opinion of management of Chyron Corporation (the "Company" or "Chyron"), the accompanying 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 September 30, 2007 and the consolidated results of its operations and its cash flows for the periods ended September 30, 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. Accordi ngly, 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.

The Board of Directors of the Company approved, effective September 19, 2007, a one-for-three reverse split of its common stock. On the effective date, each holder of record was deemed to hold one share of common stock for every three held immediately prior to the effective date and cash payments of approximately $14 thousand were made for any fractional shares resulting from the reverse split. Immediately following the reverse split, the Company's symbol on the Over-the-Counter Bulletin Board ("OTCBB") was changed by NASDAQ from CYRO to CHYN, under which it traded until October 3, 2007, when the Company's common stock was accepted for listing and began trading on the American Stock Exchange under the new symbol CGS.

Following the effective date of the reverse stock split, the par value of the common stock remained at $0.01 per share and the aggregate number of authorized shares remained at 150,000,000. As a result, the common stock in our Consolidated Balance Sheet was reduced by approximately $0.3 million, with a corresponding increase in the additional paid-in capital. All per-share amounts, and basic and diluted weighted average shares outstanding used in the per share computations, have been retroactively adjusted for all periods presented to reflect the one-for-three reverse stock split.

7


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's ChyTV product line provides 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 equivalents. Shares used to calculate earnings per share are as follows (in thousands):

 

Three Months

Nine Months

 

Ended

Ended

 

September 30,

September 30,

 

2007

2006

2007

2006

Basic weighted average shares outstanding

15,227

13,848

15,222

13,814

  Effect of dilutive stock options

814

598

763

479

  Effect of dilutive convertible debentures

        0

     412

        0

     281

Diluted weighted average shares outstanding

16,041

14,858

15,985

14,574

         

Weighted average shares which are not included

       

  in the calculation of diluted net income  per

       

  share under the treasury stock method:

       

     Stock options

241

1,470

255

1,423

     Convertible debentures

        0

    935

       0

 1,078

 

    241

 2,405

   255

 2,501

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 common 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:

8


 

Three Months Ended

Nine Months Ended

 

September 30,

September 30,

 

2007

2006

2007

2006

Expected volatility

98.0%

107.0%

99.0%

108.9%

Risk-free interest rate

4.57%

4.87%

4.62%

4.89%

Expected dividend yield

0.0%

0.0%

0.0%

0.0%

Expected life (in years)

4.0

4.0

4.0

4.0

Estimated fair value per option granted

$0.81

$0.66

$0.63

$0.66

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

 

Three Months Ended

Nine Months Ended

 

September 30,

September 30,

 

2007 

2006 

2007 

2006 

Cost of products sold

$ 27,696

$  28,813

$ 50,349

$  41,172

Research and development

61,327

57,624

111,488

82,343

Selling, general and administrative

108,806

105,644

197,801

150,963

 

$197,829

$192,081

$359,638

$274,478

As of September 30, 2007, there was approximately $591 thousand of total unrecognized share-based compensation expense related to options granted under our plans that will be recognized over the next three years.

3. INVENTORIES

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

 

September 30,

December 31,

 

2007

2006

Finished goods

$  531

$   418

Work-in-progress

287

160

Raw materials

1,735

2,380

 

$2,553

$2,958

9


 

4. BENEFIT PLANS

The net periodic benefit cost is as follows (in thousands):

 

Three Months Ended

Nine Months Ended

 

September 30,

September 30,

 

2007

2006

2007

2006 

Service cost

$ 103 

$ 133 

$ 319 

$ 325 

Interest cost

80 

74 

192 

168 

Expected return on plan assets

(74)

(37)

(150)

(115)

Amortization of prior service cost

(8)

(9)

(26)

(25)

Amortization of prior gain

   (6)

    9 

    0 

    9 

 

  95 

$  170 

335 

$  362 

During the nine months ended September 30, 2007, we made contributions of $611 thousand to the Company's Pension Plan. Our policy is to fund the minimum contributions required under the Employee Retirement Income Security Act (ERISA) and, subject to cash flow levels, it is the Company's intention to make additional contributions to the Pension Plan to reduce the unfunded liability. During the final quarter of 2007, we expect to contribute approximately $147 thousand for the 2007 plan year, based on these funding requirements. In the first nine months of 2007, the Company made additional contributions, in excess of the ERISA requirement, of $100 thousand and in October 2007 made an additional contribution of $150 thousand. In addition, in 2007, the Company intends to pay substantially all Pension Plan expenses, as permitted by ERISA.

5. 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

Nine Months Ended

 

September 30,

September 30,

 

2007 

2006   

2007  

2006   

Net sales

       

  Broadcast graphics

$8,474 

$6,146 

$22,289 

$19,183 

  Digital displays

267 

302 

736 

689 

Operating income (loss)

 

 

   

  Broadcast graphics

1,151 

619 

2,879 

2,657 

  Digital displays

(368)

(520)

(1,463)

(1,382)

10


 

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

 

Three Months Ended

Nine Months Ended

 

September 30,

September 30,

 

2007 

2006

2007 

2006

United States

$6,041

$4,486

$17,239

$15,796

Europe

1,876

1,224

3,900

2,480

Rest of world

824

738

1,886

1,596

6. 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

Nine Months Ended

 

September 30,

September 30,

 

2007

2006

2007

2006

Balance at beginning of period

$  50 

$   50 

$  50 

$  223 

Expenses (credits)

(17)

(24)

86 

(222)

Warranty services provided

  17 

  24 

(86)

   49 

 

$  50 

  50 

$  50 

   50 

7. 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.

11


 

In the three and nine month periods ended September 30, 2007 the Company recorded a foreign tax provision of $13 thousand and $38 thousand, respectively, attributable to the generation of taxable income from our foreign subsidiaries. In the United States we have approximately $50 million of net operating loss carryforwards ("NOLs") which can be utilized against future U.S. taxable income. However, these NOLs are not available to offset foreign taxable income and therefore, a foreign tax provision was recorded.

8. OTHER COMPREHENSIVE INCOME

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

 

Three Months Ended

Nine Months Ended

 

September 30,

September 30,

 

2007

2006

2007

2006

Net income, as reported

$  900 

$  157 

$1,575 

$1,325 

Foreign currency translation adjustments

      7 

     (5)

     11 

      (3)

Comprehensive income

$  907 

$  152 

$1,586 

$1,322 

The components of accumulated other comprehensive income (loss) are as follows (in thousands):

 

September 30,

December 31,

 

2007

2006

Foreign currency translation adjustments

$    16 

$      5 

Pension benefit costs

(143)

(143)

 

$(127)

$(138)

Effective December 31, 2006, the Company adopted FASB No. 158, Employer's Accounting for Defined Benefit Pension and Other Postretirement Plans ("FASB 158"). As a result the Company recorded an additional pension liability of $143 thousand that was included in accumulated other comprehensive income ("AOCI"). This adjustment was shown in the consolidated statement of shareholders' equity as a component of comprehensive income for 2006. However, the preferred method would have been to record it as an adjustment of the ending balance of AOCI. Consequently, the presentation of comprehensive income for 2006 will be modified in the Company's Annual Report on Form 10-K for the year ended December 31, 2007. This reclassification has no effect on the previously reported ending balance of AOCI and shareholders' equity at December 31, 2006 or reported net income for the year ended 2006.

9. 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.

12


 

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, use and improvement of the Internet, new technologies that could render certain Chyron products to be obsolete, a highly competitive environment, com petitors with significantly greater financial resources, new product introductions by competitors, seasonality, fluctuations in quarterly operating results, ability to maintain adequate levels of working capital, 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 and Nine Months Ended September 30, 2007 and 2006

Net Sales. Revenues for the three and nine month periods are as follows (in thousands):

 

Three Months

 

Nine Months

 

         Ended September 30,         

 

        Ended September 30,         

 


  2007

% of
Sales


 2006

% of
Sales

 


  2007

% of
Sales


   2006

% of
Sales

Broadcast graphics

$8,474

97%

$6,146

96%

 

$22,289

97%

$19,183

97%

Digital displays

   267

3%

   302

4%

 

     736

3%

     689

3%

 

$8,741

 

$6,448

   

$23,025

 

$19,872

 

 

13


 

Revenues, by geographic area, for the three and nine month periods are as follows (in thousands):

 

Three Months

 

Nine Months

 

         Ended September 30,         

 

        Ended September 30,         

 


  2007

% of
Sales


 2006

% of
Sales

 


  2007

% of
Sales


   2006

% of
Sales

United States

$6,041

70%

$4,486

70%

 

$17,239

75%

$15,795

80%

International

2,700

30%

1,962

30%

 

  5,786

25%

  4,077

20%

 

$8,741

 

$6,448

   

$23,025

 

$19,872

 

Revenues for the quarter ended September 30, 2007 were $8.7 million, an increase of $2.3 million, or 36% from the $6.4 million reported in the quarter ended September 30, 2006. Revenues for the nine month period ended September 30, 2007 were $23 million, an increase of $3.1 million, or 16% from the $19.9 million reported in the nine months ended September 30, 2006.

The increase in revenues in all periods is due to the realization of enhanced product offerings, which now include mid-range high definition products and channel branding. Also contributing to our growth is improved realization of sales over our competitors and greater market penetration in Europe and Asia. The level of sales in our digital displays product line has remained relatively flat in all respective comparable periods.

Gross profit. Gross margins for the three and nine month periods are as follows (in thousands):

 

Three Months

 

Nine Months

 

         Ended September 30,         

 

        Ended September 30,         

 


  2007

% of
Sales


 2006

% of
Sales

 


  2007

% of
Sales


   2006

% of
Sales

Broadcast graphics

$5,689

67%

$4,357

71%

 

$15,170

68%

$13,065

68%

Digital displays

   168

63%

   162

54%

 

     443

60%

     405

59%

 

$5,857

67%

$4,519

70%

 

$15,613

68%

$13,470

68%

The gross margins in our broadcast graphics segment in the third quarter of 2007 were negatively impacted, in comparison to the third quarter of 2006, by higher freight costs associated with international shipments and the costs associated with a trade in/upgrade program for our customers. The gross margins in our digital displays segment increased in the third quarter of 2007 as compared to the third quarter of 2006 as a result of new product offerings that carry a higher margin. Year to date margins in all segments remained fairly comparable.

Selling, General and Administrative Expenses. Selling, general and administrative expenses ("SG&A") for the three and nine month periods are as follows (in thousands):

 

Three Months

 

Nine Months

 

         Ended September 30,         

 

        Ended September 30,         

 


  2007

% of
Total


 2006

% of
Total

 


  2007

% of
Total


   2006

% of
Total

Broadcast graphics

$3,263

87%

$2,872

86%

 

$  8,988

86%

$7,965

86%

Digital displays

   483

13%

   473

14%

 

  1,477

14%

1,309

14%

 

$3,746

 

$3,345

   

$10,465

 

$9,274

 

14


 

The increase in SG&A expenses of $0.4 million for the broadcast graphics segment in the third quarter of 2007 as compared to the third quarter of 2006 was driven primarily by an increase of $0.1 million in costs associated with the operation of our international offices, largely due to weakening of the U.S. Dollar in relation to the British Pound Sterling and the Euro, $0.1 million from additional sales, product support and customer support staff and $0.2 million of other costs, primarily those related to the Special Meeting of Shareholders, the reverse stock split and the Company's listing on the American Stock Exchange ("AMEX").

The increase in SG&A expenses of $1.0 million for the broadcast graphics segment in the nine month period ended September 30, 2007 as compared to September 30, 2006 was driven primarily by an increase of $0.4 million in costs associated with the operation of our international offices, largely due to weakening of the U.S. Dollar, $0.4 million from additional sales, product support and customer support staff, $0.3 million of higher employee benefit costs and $0.2 million of other costs, primarily those related to the Special Meeting of Shareholders, the reverse stock split and the Company's listing on the AMEX in the third quarter, offset by a $0.3 million gain from the satisfaction of a note receivable from an operation sold in 1998, that was previously written down to zero.

SG&A expenses for the digital displays segment were essentially flat year over year in the third quarter. The increase in SG&A expenses of $0.2 million for the digital display segment in the nine month period ended September 30, 2007 as compared to September 30, 2006 are a result of higher benefit costs and legal expenses associated with protection of our intellectual property.

Research and Development Expenses. Research and development ("R&D") costs for the three and six month periods are as follows (in thousands):

 

Three Months

 

Nine Months

 

         Ended September 30,         

 

        Ended September 30,         

 


  2007

% of
Total


 2006

% of
Total

 


  2007

% of
Total


   2006

% of
Total

Broadcast graphics

$1,272

96%

$   867

81%

 

$3,301

88%

$2,444

84%

Digital displays

    56

4%

   208

19%

 

   431

12%

   477

16%

 

$1,328

 

$1,075

   

$3,732

 

$2,921

 

The primary factor contributing to the increase in all periods presented in the broadcast graphics segment is the Company's investment, primarily in the form of additional staff 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 decrease in R&D in all periods presented in the digital displays segment is due to the Company's leveling off of the expenditure rate after the initial surge of investment required in the start up phase.

Interest Income and Expense and Other Income, Net. The reduction in interest expense in all periods presented reflect the elimination in 2007 of any interest cost associated with convertible debentures which were not outstanding during any periods in 2007. Interest income in all periods presented is slightly lower due to elimination of interest earned on our note receivable from Trilogy that was satisfied early in 2007.

15


 

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

 

Three Months Ended

Nine Months Ended

 

September 30,

September 30,

 

2007

2006

2007

2006

         

Foreign exchange transaction gain

$  84

$  17

$  68

$  38

Other

  24

  16

  64

  45

 

$108

$  33

$132

$  83

Liquidity and Capital Resources

At September 30, 2007, we had cash on hand of $5 million and working capital of $6.6 million.

During the nine months ended September 30, 2007, net cash of $3.3 million was provided by operations. The amount of net cash provided by operations was primarily driven by net income during the period and the effect of non cash charges of $1.1 million. The Company also received $0.3 million from the satisfaction of a note receivable from an operation sold in 1998, which, was previously written down to zero.

In 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 September 30, 2007, available credit for borrowings on the revolver was $1.5 million. The revolver will mature on April 13, 2008 and bears 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, paid in full the remaining balance on the term loan of $840 thousand. The Company is required to maintain cash or availability of $1.0 million and minimum cumulative 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 

The Company has met the EBITDA requirement for all quarters of 2007 and 2006 since the first quarter of 2006, when it did not meet the EBITDA requirement of $100 thousand, but for which period a waiver was obtained. 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 agreement also restricts our ability to pay dividends without the bank's consent.

16


 

We provide graphics products to the broadcast industry for use in digital television. 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 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 risks in the normal course of business related to investments in our foreign subsidiaries and sales to foreign customers. For the three months ended September 30, 2007 and 2006, sales to foreign customers were 30% of total sales. For the nine months ended September 30, 2007 and 2006, sales to foreign customers were 25% and 20% of total sales, respectively. All sales generated outside of the U.S. are denominated in British Pounds Sterling, Euros and U.S. Dollars.

17


 

The net impact on earnings of foreign exchange transactions were gains of $84 thousand and $17 thousand in the three months ended September 30, 2007 and 2006, respectively. The net impact of foreign exchange transactions were gains of $68 thousand and $38 thousand in the nine month periods ended September 30, 2007 and 2006, respectively. We record translation gain or loss as a separate component of other comprehensive income or loss in shareholders' equity.

Additionally, were we to borrow under our term loan, we would be exposed to interest rate risk because it carries a variable interest rate. Rates that affect the variable interest on this term loan 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 4T.  CONTROLS AND PROCEDURES

As of September 30, 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 September 30, 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.

18


 

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 1, "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 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Special Meeting of Shareholders held on September 5, 2007 (the "Special Meeting"), shareholders of Chyron Corporation (the "Company") approved two proposals.

The first proposal was to grant the Company's Board of Directors the authority, in its sole discretion, until September 5, 2008 (a period of one year from the date of the Special Meeting) to amend the Restated Certificate of Incorporation for the purpose of effecting a reverse stock split of the Company's Common Stock. The reverse split will be not less than one (1) share of Common Stock in exchange for two (2) shares of Common Stock nor more than one (1) share of Common Stock in exchange for four (4) shares of Common Stock. The exact ratio to be effected will be determined during the process of the Company's application for listing on a national securities exchange. The results of the voting on the proposal were as follows: 25,460,453 votes in favor of, 933,786 votes against and 135,153 votes abstaining from such proposal.

The second proposal was to approve an amendment to the Company's 1999 Incentive Compensation Plan to increase the maximum number of authorized shares available for grant thereunder by two million (2,000,000) shares, from seven and a half million (7,500,000) to nine and a half million (9,500,000) shares. The results of the voting on the proposal were as follows: 24,086,130 votes in favor of, 2,166,261 votes against and 277,001 votes abstaining from such proposal.

Subsequent to the Special Meeting, the Board of Directors of the Company approved, effective September 19, 2007, a one-for-three reverse stock split of its Common Stock. On October 3, 2007, the Company's Common Stock was accepted for listing and began trading on the American Stock Exchange under its new symbol CGS.

19


 

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

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)

     
     

November 9, 2007

 

/s/ Michael Wellesley-Wesley

(Date)

 

     Michael Wellesley-Wesley

   

     President and

   

     Chief Executive Officer

     

November 9, 2007

 

/s/ Jerry Kieliszak

(Date)

 

     Jerry Kieliszak

   

     Chief Financial Officer and

   

     Senior Vice President

20

EX-31.1 2 ex3111.htm Exhibit 31.1

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: November 9, 2007

 

 

/s/ Michael Wellesley-Wesley

    Michael Wellesley-Wesley

    President and

    Chief Executive Officer

EX-31.2 3 ex3121.htm Exhibit 31.2

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: November 9, 2007

 

 

/s/ Jerry Kieliszak

    Jerry Kieliszak

    Senior Vice President and

    Chief Financial Officer

EX-32.1 4 ex3211.htm Exhibit 32.1

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 September 30, 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: November 9, 2007

 

/s/ Michael Wellesley-Wesley

 

Michael Wellesley-Wesley

 

President and

 

Chief Executive Officer

   
EX-32.2 5 ex3221.htm Exhibit 32.2

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 September 30, 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: November 9, 2007

 

/s/ Jerry Kieliszak

 

Jerry Kieliszak

 

Senior Vice President and

 

Chief Financial Officer

   
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