-----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, LjINjWd59RyCh4aDTpkChcjRa2v6f6Mf9k3780nDAvrvxQIPFKDpUEmO4HXYARwX 1ndYM0TWCaLQyHi8Ti7xPw== 0000020232-99-000008.txt : 19990205 0000020232-99-000008.hdr.sgml : 19990205 ACCESSION NUMBER: 0000020232-99-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990204 ITEM INFORMATION: FILED AS OF DATE: 19990204 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: 8-K SEC ACT: SEC FILE NUMBER: 000-05110 FILM NUMBER: 99521103 BUSINESS ADDRESS: STREET 1: 5 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168452000 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 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT, PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: February 4, 1999 CHYRON CORPORATION (Exact Name of Registrant as Specified in Charter) New York (State or Other Jurisdiction of Incorporation) 1-9014 (Commission File Number) 11-2117385 (I.R.S. Employer Identification No.) 5 Hub Drive Melville, New York (Address of Principal Executive Offices) 11747 (Zip Code) Registrant's telephone number, including area code: (516) 845-2000 Item 5. Other Events and Exhibits Pursuant to Rule 135c promulgated under the Securities Act of 1933, as amended, the Registrant files, under cover of this 8-K, the text of a public notice released by the Registrant on this date. The text of such notice can be found as an exhibit attached hereto. Exhibits Description 1 Press Release of the Registrant, dated February 4, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. CHYRON CORPORATION By: /s/ Dawn Johnston Name: Dawn Johnston Title: Senior Vice President and Chief Financial Officer Date: February 4, 1999 EX-1 2 CONTACT: Edward Grebow, President and Chief Executive Officer (516) 845-2175 egrebow@chyron.com Dawn R. Johnston Senior Vice President and Chief Financial Officer (516) 845-2011 djohnston@chyron.com Chyron's Investor Relations: Focus Partners LLC Harvey A. Goralnick (212) 752-9445 hg@focuspartners.com Chyron Website: www.chyron.com CHYRON REPORTS 1998 YEAR-END AND FOURTH QUARTER RESULTS Melville, NY February 4, 1999 Chyron Corporation (NYSE: CHY), the world's premier manufacturer of television character generators, graphics, routing and automation systems, today announced financial results for the year and fourth quarter ended December 31, 1998. Net sales for the year were $83.7 million compared to $86.8 million for 1997. The net loss for the year was $4.4 million, or $0.14 per share, compared to a loss of $.8 million, or $0.02 per share, for 1997. Net sales for the fourth quarter ended December 31, 1998 were $19.0 million compared to $23.2 million in the comparable 1997 quarter. The net loss for the fourth quarter of 1998 was $970 thousand, or $0.03 per share, compared to net income of $632 thousand, or $0.02 per share, for the comparable period in 1997. "While we continue to be disappointed by the slow pace of sales and our inability to achieve consistent profitability," commented Edward Grebow, President and CEO, "we are encouraged by signs that America's conversion to digital television is finally occurring. During the fourth quarter, 42 American broadcast stations commenced digital and HDTV transmission and retailers started selling digital television sets. Chyron launched sales of its Duet digital and HDTV graphics platform and has thus far sold 23 units for a total of $1.1 million. I am also encouraged in recent weeks by the news that digital television sets are beginning to come down in price and that additional broadcasters are starting digital transmission. We are optimistic that this will translate into incremental Chyron sales during the coming months and dramatic increases during coming years. Chyron remains well positioned to be a significant beneficiary of the conversion to digital television throughout the world." Sales of Chyron's graphics products and Pro-Bel products in the U.S. increased by $10 million during fiscal 1998 but were offset by reduced international sales, largely in Asia and the U.K., and the loss of revenues resulting from the sale in August 1998 of the Company's Trilogy division which represented $2.4 million of the decline. Operating income declined from $0.3 million in 1997 to an operating loss of $5.5 million in 1998. Significant factors contributing to this change were an increase in operating expenses resulting from enhanced R&D efforts to support the digital and HDTV markets and increased costs associated with the continued effort to improve customer service, partially offset by improved profit margins due to a change in product mix. The net loss of $4.4 million benefited from a gain of $1.2 million realized on the sale of Trilogy. Consistent with the yearly results, the quarter was impacted by a softness in sales in the international market and the loss of Trilogy revenues, partially offset by an overall increase in U.S. sales of Pro-Bel and Chyron graphics products. Chyron sales in the U.S. increased by 28% from the same quarter a year ago. This was offset by a 39% decrease in sales outside the U.S. Overall gross profit was lower by $2.2 million in the fourth quarter of 1998 compared to the same period in 1997. Although there were improved margins on sales of the Company's core products, these were offset by greater than anticipated costs on one large customer contract. Operating costs declined by $0.4 million to $9.4 million in the fourth quarter of 1998 compared to $9.8 million during the fourth quarter of 1997. Despite the elimination of operating costs related to Trilogy and cost containment initiatives instituted by management, these were offset to a lesser degree by increased R&D costs. The $9.4 million of operating costs in the fourth quarter of 1998 was lower than the $9.9 million of operating costs in the third quarter of 1998, reflecting the continuous emphasis on cost reduction and the elimination of Trilogy operating costs. During December 1998, Chyron issued $1.1 million of 8% 5-year convertible notes and is in the process of raising up to $10 million of additional long- term convertible debt to fund continued research and development and reduce the Company's reliance on bank debt. There can be no assurance that the Company will be successful in its effort to raise such additional debt. The notes will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Chyron's management believes that now is a good time to position the Company for selective acquisitions as the broadcast industry consolidates, and that strengthening Chyron's balance sheet will facilitate that strategy. Information set forth in this Press Release may constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results to differ from the anticipated results. The risks and uncertainties that may affect the Company's 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 and HDTV, resistance within the broadcast or cable industry to implement DTV and HDTV technology, rapid technological changes, new technologies that could render certain Chyron products to be obsolete, a highly competitive environment, competitors with significantly greater financial resources, and new product introductions by competitors. Further information regarding these as well as other key risk factors and meaningful cautionary statements that could affect the Company's financial results are included at length in the Company's Form 10-K for the fiscal year ended December 31, 1997, filed with the Securities and Exchange Commission. CHYRON CORPORATION Consolidated Statements of Operations (In thousands, except per share amounts) Three Months Ended Year Ended December 31 December 31 Unaudited 1998 1997 1998 1997 Net sales $19,027 $23,153 $83,710 $86,774 Cost of products sold 10,419 12,327 44,250 46,944 Gross profit 8,608 10,826 39,460 39,830 Operating expenses: Selling, general and administrative 7,467 8,056 31,420 29,662 Research and development 1,922 1,716 9,537 6,822 Restructuring and other non-recurring charges - - 3,979 3,082 Total operating expenses 9,389 9,772 44,936 39,566 Operating income (loss) (781) 1,054 (5,476) 264 Gain on Sale of Trilogy Broadcast, Ltd. - - 1,194 - Interest and other expense, net (381) (67) (1,786) (1,242) Income (loss) before (benefit)provision for income taxes (1,162) 987 (6,068) (978) (Benefit) provision for income taxes (192) 355 (1,621) (218) Net income (loss) $ (970) $ 632 $ (4,447) $ (760) Net Income (loss) per share - Basic and diluted $(0.03) $ 0.02 $ (0.14) $ (0.02) -----END PRIVACY-ENHANCED MESSAGE-----