<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
____________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended 9/27/97.
-------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from to .
------ ------
Commission file number 0-4538
CYBEX International, Inc.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-1731581
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Trotter Drive, Medway, Massachusetts 02053
- --------------------------------------- ----------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number,
including area code (508) 533-4300
----------------------------------
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 [ ]
On October 31, 1997, the Registrant had outstanding 8,658,983 shares of Common
Stock, par value $.10 per share, which is the registrant's only class of common
stock.
<PAGE>
CYBEX INTERNATIONAL, INC.
INDEX
-----
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations (unaudited) -- Three
and nine months ended September 27, 1997 and September 30, 1996 3
Condensed Consolidated Balance Sheets -- September 27, 1997
(unaudited) and December 31, 1996 4
Condensed Consolidated Statements of Cash Flows (unaudited) -- Nine
months ended September 27, 1997 and September 30, 1996 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
2
<PAGE>
CYBEX INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------- -------------------------------------------
SEPTEMBER 27, SEPTEMBER 30, SEPTEMBER 27, SEPTEMBER 30,
1997 1996 1997 1996
-------------------- -------------------- ---------------- --------------------
<S> <C> <C> <C> <C>
Net sales $26,480 $10,332 $57,373 $32,748
Cost of sales 14,879 6,370 35,594(a) 20,810
-------------------- -------------------- ---------------- --------------------
Gross profit 11,601 3,962 21,779 11,938
Selling, general and administrative
expenses 10,947 3,495 25,702(b) 9,969
Nonrecurring charges -- -- 5,234(c) --
-------------------- -------------------- ---------------- --------------------
Operating income (loss) 654 467 (9,157) 1,969
Interest income 137 6 278 18
Interest expense (313) (179) (830) (754)
-------------------- -------------------- ---------------- --------------------
Income (loss) before income taxes 478 294 (9,709) 1,233
Income tax provision (benefit) 186 127 (2,716) 512
-------------------- -------------------- ---------------- --------------------
Net income (loss) $ 292 $ 167 $(6,993) $ 721
==================== ==================== ================ ====================
Net income (loss) per share $ .03 $ .04 $ (1.10) $ .17
==================== ==================== ================ ====================
Shares used in computing net
income (loss) per share 8,655 4,273 6,360 4,273
==================== ==================== ================ ====================
</TABLE>
(a) Includes $2,375 of costs considered unusual, or a direct result of the
Trotter Merger.
(b) Includes $4,599 of costs considered unusual, or a direct result of the
Trotter Merger.
(c) Includes $2,734 of costs related to the Sharpsville plant closure and a
$2,500 charge for acquired research and development.
See notes to condensed consolidated financial statements.
3
<PAGE>
CYBEX INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(in thousands, except share data)
<TABLE>
<CAPTION>
SEPTEMBER 27, DECEMBER 31,
1997 1996
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 3,024 $ 1,656
Accounts receivable, net 21,777 7,604
Inventories 7,590 2,083
Lease receivables 2,605 --
Deferred income taxes 7,852 665
Net assets held for sale 5,500 --
Refundable income taxes 3,217 --
Other current assets 2,041 410
------------- ------------
Total current assets 53,606 12,418
Property and equipment, net 12,992 4,725
Goodwill 11,639 2,451
Lease receivables 1,728 --
Deferred income taxes 3,447 215
Other assets 1,021 558
------------- ------------
$84,433 $20,367
============= ============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities:
Current maturities of long-term debt $ 2,579 $ 1,409
Accounts payable 8,002 2,838
Other current liabilities 18,385 3,966
------------- ------------
Total current liabilities 28,966 8,213
Long-term debt 17,099 9,960
Other liabilities 1,198 798
------------- ------------
Total liabilities 47,263 18,971
------------- ------------
Commitments and contingencies (Note 5)
Stockholders' equity:
Common stock, $.10 par value, 20,000,000
shares authorized, 8,850,867 and 4,273,056 shares issued 885 427
Additional paid-in capital 44,220 --
Retained earnings (accumulated deficit) (6,024) 969
Treasury stock, at cost (191,884 shares) (1,911) --
------------- ------------
Total stockholders' equity 37,170 1,396
------------- ------------
$84,433 $20,367
============= ============
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
CYBEX INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------------------------------
SEPTEMBER 27, SEPTEMBER 30,
1997 1996
--------------------- ---------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $(6,993) $ 721
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities --
Depreciation and amortization 1,647 975
Non-cash nonrecurring charges 4,195 --
Provision for doubtful accounts 2,242 343
Deferred income taxes (2,717) (443)
Net changes in operating assets and liabilities,
net of effect of the Merger (2,874) 1,806
--------------------- ---------------------
Net cash provided by (used in) operating activity (4,500) 3,402
--------------------- ---------------------
INVESTING ACTIVITIES:
Purchases of property and equipment (1,015) (446)
Cash acquired in merger, net of transaction costs of $1,645 705 --
--------------------- ---------------------
Net cash used in investing activities (310) (446)
--------------------- ---------------------
FINANCING ACTIVITIES:
Principal payments on debt financings (1,841) (800)
Net borrowings (repayments) under revolving loan 4,994 (1,829)
Proceeds from the sale of lease receivables 2,900 --
Remittances from UM Holdings, Ltd. -- 890
Exercise of stock options 125 --
--------------------- ---------------------
Net cash provided by (used in) financing activities 6,178 (1,739)
--------------------- ---------------------
INCREASE IN CASH AND CASH EQUIVALENTS 1,368 1,217
CASH AND CASH EQUIVALENTS -- Beginning of Period 1,656 5
--------------------- ---------------------
CASH AND CASH EQUIVALENTS -- End of Period $ 3,024 $ 1,222
===================== =====================
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
CYBEX INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
NOTE 1 -- BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and, therefore, do not include
all information and footnotes necessary for a fair presentation of financial
position, results of operations and changes in cash flows in conformity with
generally accepted accounting principles. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the three and
nine months ended September 27, 1997, are not necessarily indicative of the
results that may be expected for the entire year. The Company has reclassified
the presentation of certain prior year amounts to conform to the current year
presentation.
It is suggested that these condensed consolidated financial statements be read
in conjunction with the financial statements and the notes thereto included in
both the Company's latest Annual Report on Form 10-K for the year ended December
31, 1996 as well as the Company's definitive Proxy Statement dated April 23,
1997 filed with the Securities and Exchange Commission in connection with the
Company's merger with Trotter Inc.
Subsequent to the Trotter Inc. Merger, (see Note 2) the Company has changed its
interim financial reporting to reflect the last Saturday of the quarter as the
end of the period. Prior periods have not been restated as the impact is
immaterial.
NOTE 2 -- TROTTER INC. MERGER
On May 23, 1997, the merger between a wholly-owned subsidiary of Cybex
International, Inc. ("Cybex") and Trotter Inc. ("Trotter") was consummated (the
"Merger") with Trotter surviving the Merger as a subsidiary of Cybex. Pursuant
to the terms of the Merger, 4,273,056 shares of the Company's Common Stock were
issued to UM Equity Corp., the sole stockholder of Trotter in exchange for all
of the issued and outstanding Trotter shares. Additionally, options to purchase
Trotter shares were converted to options to purchase 436,920 shares of Company
Common Stock, using the exchange ratio implied in the Merger of 1.1244884-to-
1.0.
The transaction was accounted for as a purchase with Trotter deemed to be the
acquiring company for accounting purposes and, therefore, the surviving company
for financial reporting purposes. As a result, the accompanying historical
financial information is that of Trotter for all periods presented, and also
includes the results of Cybex from the May 23, 1997 acquisition date to
September 27, 1997.
The purchase price of the Merger was $44,102,000, which consists of the
$42,457,000 market value of Cybex Common Stock (4,381,555 shares outstanding
multiplied by the $9.69 per share five day average share price ending December
31, 1996) and estimated transaction costs of $1,645,000. All identifiable
assets acquired were assigned a portion of the purchase price based on the fair
value of Cybex's assets. Such allocation included the identification and
evaluation of each development project to determine if technological feasibility
had been achieved and if there were any alternative future uses. Where
technological feasibility or alternative future uses did not exist, the costs of
such technology was charged to expense, in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 2 "Accounting for Research and
Development Costs". The amount allocated to acquired research and development
of $2,500,000 was charged to operations as of the effective date of the Merger.
The
6
<PAGE>
remaining amount of purchase price in excess of net tangible assets acquired
was allocated to goodwill and is being amortized on a straight line basis over
30 years.
The purchase price allocation used in the preparation of the accompanying
financial statements is preliminary. The Company is still gathering information
and analysis related to income taxes, contingencies and certain exit costs.
The following table summarizes the unaudited pro forma combined results of
operations for the nine months ended September 27, 1997 and September 30, 1996
as if the Merger had occurred at the beginning of those periods:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------------------------------
SEPTEMBER 27, SEPTEMBER 30,
1997 1996
-------------------- --------------------
(in thousands, except
per share amounts)
<S> <C> <C>
Net sales $83,286 $84,161
==================== ====================
Net income (loss) from
continuing operations $(3,687) $ 787
==================== ====================
Net income (loss) per share
from continuing operations $ (.43) $ .09
==================== ====================
</TABLE>
The above pro forma data reflects the discontinuance of Cybex's treadmill
product line and adjustments for certain duplicate costs, which, as a direct
result of the Merger, were eliminated.
The pro forma data for the nine months ended September 27, 1997, does not
include $5,234,000, or $.48 per share, of nonrecurring charges expensed by the
Company in the second quarter of 1997 related to the Sharpsville plant closure
and acquired research and development expenses. The pro forma data for the nine
months ended September 27, 1997 includes $6,974,000, or $.49 per share, of
unusual and nonrecurring merger-related costs related primarily to conforming to
new accounting and operating policies of the merged companies.
NOTE 3 -- UNUSUAL AND NONRECURRING MERGER-RELATED COSTS
The Statement of Operations for the nine months ended September 27, 1997
includes pre-tax charges for unusual and nonrecurring merger-related costs of
$12,208,000, ($8,200,000 on an after-tax basis), comprised of a pre-tax charge
of $5,234,000 related to closing the Sharpsville manufacturing facility and
acquired research and development, in addition to $6,974,000 of pre-tax costs
and expenses considered by management to be unusual, or a direct result of the
Merger, and not representative of the ongoing business. These latter costs and
expenses are included in cost of sales ($2,375,000) and selling, general and
administrative expenses ($4,599,000). Such costs and expenses relate primarily
to conforming to new accounting and operating policies of the merged company,
including reorganizing the Company's domestic and international sales operations
and manufacturing initiatives aimed at achieving the full benefit of synergies
and efficiencies which the Company believes are available as a result of the
Merger. The Company is currently in the process of integrating the two
businesses and management believes certain transition and integration costs will
continue through the remainder of the year.
NOTE 4 -- CREDIT FACILITY
On December 7, 1995, Trotter entered into a Loan and Security Agreement ("the
Agreement") with a bank that consisted of a $3,000,000 revolving loan and a
$9,000,000 term loan. On June 16, 1997, the
7
<PAGE>
Company amended the Agreement to renew and increase funds available under the
revolver portion of the Agreement from $3,000,000 to $12,000,000. Borrowings
under the facility bear interest at the Company's option of either the prime
rate or LIBOR plus 1.25% to 2.25% adjusted up or down based on certain covenant
calculations, as defined. The credit facility matures on December 31, 2000. As
of September 27, 1997, $5,000,000 and $7,200,000 were outstanding under the
revolver and the term loan, respectively. Borrowings under the credit facility
are secured by substantially all of the assets of the Company with certain
exceptions.
Pursuant to the Agreement, the Company is required to maintain certain financial
and non-financial covenants, as defined, including minimum working capital,
tangible net worth and certain liquidity ratios, in addition to restrictions on
dividends and capital expenditures.
NOTE 5 -- CONTINGENCY RELATED TO SALE OF BUSINESS
On April 3, 1996, Cybex completed the sale of substantially all the assets of
its Lumex Division to Fuqua Enterprises, Inc. ("Fuqua") for $40,750,000 in cash.
The asset sale agreement provided for a post-closing adjustment to the sales
price based on the change in the net assets of the Lumex Division from December
31, 1995, through the closing date. The Company has received notice from Fuqua
that Fuqua believes the stated amount of the net assets of the Lumex Division as
of the closing date was overstated by $9,300,000 and that Fuqua believes that it
is not responsible for reimbursing the Company for approximately $1,026,000, of
assumed insurance liabilities. Prior to the Merger, the Company determined to
proceed with arbitration to resolve this dispute. The Company disagrees with
Fuqua's claim and is vigorously defending its position. An initial submission
to the arbitrator was made by Fuqua in March 1997, and the Company's response
was made in May 1997. The arbitrator directed that hearings be held in
September 1997 and such hearings are presently in process. Fuqua has also
notified the Company of claims for breaches of certain of the Company's
representations and warranties in the asset sale agreement involving
substantially the same matters submitted to the arbitrator. Any differences
between the actual cost to resolve this contingency and the amount accrued will
be included in operations when the matter is concluded. Professional fees
related to this matter are being expensed as incurred.
NOTE 6 -- INVENTORIES
Inventories are valued at the lower of cost or market and consist of the
following (in thousands):
<TABLE>
<CAPTION>
September 27, December 31,
1997 1996
------------------- -------------------
<S> <C> <C>
Raw materials $3,756 $1,108
Work in process 2,037 568
Finished goods 1,797 407
------------------- -------------------
$7,590 $2,083
=================== ===================
</TABLE>
NOTE 7-- NET ASSETS HELD FOR SALE
Subsequent to the close of the third quarter, the Company sold for cash its
Isokinetics product line and has entered into an agreement to sell its
Ronkonkoma, New York facility subject to certain contingencies. Accordingly, the
net assets expected to be sold have been presented as net assets held for sale
in the accompanying balance sheet. Net sales of isokinetic products were
$6,853,000 and $8,101,000 for the nine months ended September 27, 1997 and
September 30, 1996, respectively.
8
<PAGE>
NOTE 8-- NET INCOME (LOSS) PER SHARE
Net income (loss) per share is computed by dividing net income (loss) by the
weighted average shares outstanding during the periods presented. Common stock
equivalents, consisting of dilutive common stock options, have not been included
in the computation as they are anti-dilutive during periods with a net loss and
are immaterial to the three months ended September 27, 1997 and September 30,
1996 and nine months ended September 30, 1996. Historical Trotter shares have
been adjusted retroactively to give effect to the equivalent number of shares
received by the Trotter stockholders in the Merger (see Note 2).
SFAS No. 128, "Earnings per Share," was issued in February 1997 which requires
dual presentation of basic and diluted earnings per share (EPS) for complex
capital structures on the statement of operations. SFAS No. 128 is required to
be adopted for the year-ended 1997; earlier application is not permitted. The
adoption of SFAS No. 128 would not have a material impact on earnings per share
presented for the three and nine months ended September 27, 1997 and September
30, 1996.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
OVERVIEW
The Company is a strength and cardiovascular equipment company which develops,
manufactures and sells premium quality, professional performance products for
the commercial and consumer markets.
On May 23, 1997, the merger between a wholly-owned subsidiary of Cybex
International, Inc. ("Cybex") and Trotter Inc. ("Trotter") was consummated (the
"Merger") with Trotter surviving the Merger as a subsidiary of Cybex. The
transaction was accounted for as a purchase with Trotter deemed to be the
acquiring company for accounting purposes and, therefore, the surviving company
for financial reporting purposes. As a result, the accompanying historical
financial information is that of Trotter for all periods presented, and also
includes the results of Cybex from the May 23, 1997 acquisition date to
September 27, 1997.
Trotter commenced operations in 1973 as one of the pioneers in the manufacture
of treadmills specifically intended for home use. In 1993, Trotter entered the
strength equipment market. Prior to the Merger, Trotter was an indirect,
wholly-owned subsidiary of UM Holdings, Ltd.
Cybex's products are marketed in the United States through direct sales
representatives and independent sales agents. International markets are served
by more than 60 distributors worldwide. The former Trotter's products are
distributed through independent authorized dealers, a small direct sales force
primarily focused on commercial customers and a limited number of international
distributors. The former Trotter sales were divided about equally between the
home and commercial markets. In 1996, Cybex entered into a joint venture with
its U.K. distributor to improve its sales and service efforts in Europe. In
connection with the Merger, the Company terminated the joint venture and entered
into a new distribution agreement with its U.K. distributor.
In connection with the Merger, the Company announced its plans to sell the Cybex
isokinetics product line and the Ronkonkoma, New York facility. Early in the
fourth quarter, the Company sold for cash its Isokinetics product line. The
Company has entered into an agreement to sell the Ronkonkoma facility subject to
certain contingencies.
RESULTS OF OPERATIONS
In connection with the Merger, the Company incurred $12,208,000 of pre-tax
charges, ($8,200,000 on an after-tax basis), for unusual or nonrecurring merger-
related costs in the second quarter of 1997 comprised of a charge of $2,734,000
related to closing Trotter's Sharpsville manufacturing facility, $2,500,000 of
acquired research and development and $6,974,000 related primarily to conforming
to new accounting and operating policies of the merged company, of which
$2,375,000 is included in cost of sales and $4,599,000 is included in selling,
general and administrative expenses. The following table sets forth selected
items from the Condensed Consolidated Statement of Operations as a percentage of
net sales, exclusive of such $12,208,000 of unusual or nonrecurring merger-
related charges:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------------------- -----------------------------------------
September 27, September 30, September 27, September 30,
1997 1996 1997 1996
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Net sales 100% 100% 100% 100%
Cost of sales 56 62 58 64
------------------ ------------------ ------------------ ------------------
Gross profit 44 38 42 36
Selling, general and
administrative expenses 42 33 37 30
------------------ ------------------ ------------------ ------------------
Operating income 2% 5% 5% 6%
================== ================== ================== ==================
</TABLE>
NET SALES
For the three months ended September 27, 1997, the Company's net sales increased
156% to $26,480,000 from $10,332,000 for the comparable three month period ended
September 30, 1996. For the nine months ended September 27, 1997, the Company's
net sales increased 75% to $57,373,000 from $32,748,000 for the comparable nine
month period ended September 30, 1996. These increases are directly due to the
Merger as the 1997 period includes the combined sales of the merged companies
from May 23, 1997 through September 27, 1997.
10
<PAGE>
GROSS PROFIT
Gross profit increased 193% to $11,601,000 for the three months ended September
27, 1997 and 82% to $21,779,000 for the nine months ended September 27, 1997
from the comparable periods ended September 30, 1996. The increase in the 1997
periods are primarily due to the inclusion of the results of Cybex for the
period of May 23, 1997 through September 27, 1997, partially offset by a
$2,375,000 one-time charge for unusual or nonrecurring merger-related costs
charged to cost of sales for the nine months ended September 27, 1997. Gross
margin as a percent of net sales increased to 44% for the three months ended
September 27, 1997 from 38% for the comparable period of the prior year. On a
pro forma basis, excluding the $2,375,000 of unusual or nonrecurring costs in
1997, gross margin, as a percent of net sales, increased to 42% for the nine
months ended September 27, 1997 from 36% for the comparable period ended
September 30, 1996. The margin improvements in 1997 are due to the addition of
Cybex's results, (whose products have historically had higher margins), for the
period from May 23, 1997 through September 27, 1997, in addition to more
favorable product mix and productivity improvements at Trotter in 1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased $7,452,000 to $10,947,000
for the three months ended September 27, 1997 and $15,733,000 to $25,702,000 for
the nine months ended September 27, 1997 from the comparable periods ended
September 30, 1996. Selling, general and administrative expense, as a percent of
net sales, increased to 42% for the three months ended September 27, 1997, from
33% for the comparable period of the prior year. On a pro forma basis, excluding
the $4,599,000 charge for unusual or nonrecurring costs in 1997, selling,
general and administrative expenses as a percent of net sales were 37% for the
nine month period ended September 27, 1997 compared to 30% for the comparable
period ended September 30, 1996. The overall increases in selling, general and
administrative expenses in 1997, exclusive of the $4,599,000 charge, are due to
the 1997 period including Cybex for the period from May 23, 1997 through
September 27, 1997, employee training [primarily in the sales and marketing
area} as well as other transition and integration costs incurred as a result of
the Merger. Management believes these costs will continue through the remainder
of the year.
NONRECURRING CHARGES
The nonrecurring charges during the nine months ended September 27, 1997 include
$2,734,000 of costs related to closing Trotter's Sharpsville manufacturing plant
(primarily the write-off of goodwill and other intangibles, severance costs and
lease termination costs) and $2,500,000 for acquired research and development.
INTEREST INCOME
Interest income was $137,000 for the three months ended September 27, 1997
versus $6,000 for the three months ended September 30, 1996 and $278,000 for the
nine months ended September 27, 1997 versus $18,000 for the nine months ended
September 30, 1996. The increase in interest income is due to the inclusion of
the leasing operations of Cybex for the period of May 23, 1997 through September
30, 1997 as well as larger cash balances in 1997.
11
<PAGE>
INTEREST EXPENSE
Interest expense was $313,000 for the three months ended September 27, 1997
versus $179,000 for the three months ended September 30, 1996 and $830,000 for
the nine months ended September 27, 1997 versus $754,000 for the nine months
ended September 30, 1996. The increase in interest expense in 1997 is due to
larger outstanding debt balances during 1997.
INCOME TAX PROVISION (BENEFIT)
The Company's effective income tax rate was 39% for the quarter ended September
27, 1997 and 28% for the nine months ended September 27, 1997. The effective
tax rate for the three and nine months ended September 30, 1996 was 43% and 42%,
respectively. The effective tax rate used to record the tax benefit for the
nine months ended September 27, 1997 was lower than the 1996 effective tax rate
due primarily to the $2.5 million research and development charge not being
deductible for income tax purposes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial condition has strengthened as a result of the Merger,
which became effective on May 23, 1997. Working capital increased from
$4,205,000 at December 31, 1996 to $24,640,000 at September 27, 1997, and cash
and cash equivalents rose from $1,656,000 at December 31, 1996 to $3,024,000, at
September 27, 1997. Tangible net worth rose $26,133,000, from a net deficit of
$1,450,000 at December 31, 1996, to $24,683,000 at September 27, 1997 and long-
term debt as a percentage of total equity is 46%.
For the nine months ended September 27, 1997, cash used in operating activities
was $4,500,000 compared to cash provided by operating activities of $3,402,000
for the comparable period ended September 30, 1996. The decrease was primarily
due to the year-to-date net loss of $6,993,000 in 1997 versus net income of
$721,000 in the prior period.
Cash used in investing activities of $310,000 for the nine months ended
September 27, 1997, resulted primarily from cash acquired in the merger of
$2,350,000 offset by transaction costs of $1,645,000 and capital expenditures of
$1,015,000. Cash used in investing activities of $446,000, during the comparable
period ended September 30, 1996, was due to capital expenditures.
Cash provided by financing activities was $6,178,000 for the nine months ended
September 27, 1997 as compared to cash used in financing activities of
$1,739,000 for the comparable period. During 1997 net borrowings under the
Company's revolving credit facility were $4,994,000 versus repayments of
$1,829,000 in the prior period. Also during 1997, the sale of certain lease
receivables to a financial institution generated net proceeds of $2,900,000.
On June 16, 1997, the Company amended its Loan and Security Agreement ("the
Agreement") to renew and increase funds available under the revolver portion of
the Agreement from $3,000,000 to $12,000,000. Additionally, the Company's
finance subsidiary is expected to continue to support its working capital
requirements through periodic sales of its lease portfolios to third party
financial institutions. Management believes that the cash flow from its
operations and available lines of credit will be sufficient to meet its general
working capital and capital expenditure requirements in the near term.
12
<PAGE>
CAUTIONARY STATEMENT FOR FORWARD LOOKING INFORMATION
Statements included in this Management's Discussion and Analysis of Financial
Condition and Results of Operations may contain forward-looking statements.
There are a number of risks and uncertainties that could cause actual results to
differ materially from those anticipated by the statements made above. These
include, but are not limited to, competitive factors, technological and product
developments, market demand, and uncertainties relating to the consolidation of
the merged companies' businesses. Further information on these and other
factors which could affect the Company's financial results can be found in the
Company's Report on Form 10-Q for the quarter ended June 30, 1997 and its proxy
statement dated April 23, 1997.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
FUQUA ARBITRATION
-----------------
See Part II, Item 1 of the Company's Report on Form 10-Q for the period
ended June 30, 1997 for a description of this proceeding.
KIRILA ET AL V. CYBEX INTERNATIONAL, INC., ET AL
------------------------------------------------
See Part II, Item 1 of the Company's Report on Form 10-Q for the period
ended June 30, 1997 for a description of this proceeding.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
10.1 Second Amendment to Amended and Restated Loan and
Security Agreement, dated August 11, 1997, among
Summit Bank, the Company, and the Company's Subsidiaries.
(Filed herewith)
27.1 Financial Data Schedule. (Filed herewith)
- ----------------------
(b) Reports on Form 8-K
-------------------
On September 10, 1997, the Company filed a Report on Form 8-K
reporting on the change in Registrant's certifying accountants.
14
<PAGE>
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.
CYBEX International, Inc.
-------------------------------------
By: /s/ Peter C. Haines
-------------------------------------
November 7, 1997 Peter C. Haines
President and Chief Executive Officer
By: /s/ William S. Hurley
-------------------------------------
November 7, 1997 William S. Hurley
Vice President and Chief Financial Officer
15
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) Exhibits
--------
10.1 Second Amendment to Amended and Restated Loan and Security
Agreement, dated August 11, 1997, among Summit Bank, the
Company, and the Company's Subsidiaries. (Filed herewith)
27.1 Financial Data Schedule. (Filed herewith)
-----------------
<PAGE>
EXHIBIT 10.1
SECOND AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT, dated as of August 11, 1997, among SUMMIT BANK, a
New Jersey Banking Corporation ("Lender"); and CYBEX INTERNATIONAL, INC., CYBEX
FINANCIAL CORPORATION, EAGLE PERFORMANCE SYSTEMS, INC., CYBEX FITNESS GERATE
VERTRIEBS, GMBH, GENERAL MEDICAL EQUIPMENT LIMITED, LUMEX BED SYSTEMS, TROTTER
INC., and TROTTER HOLDING COMPANY (collectively, the "Borrowers").
BACKGROUND
----------
The Lender and the Borrowers have heretofore entered into the Amended and
Restated Loan and Security Agreement dated June 16, 1997 (the "Loan Agreement").
Thereafter on July 15, 1997 the Lender and the Borrower entered into a First
Amendment to Amended, and Restated Loan and Security Agreement (Hereinafter
"First Amendment"). All capitalized terms utilized herein and not otherwise
defined have the respective meaning indicated in the Loan Agreement. The
parties desire to enter into this Second Amendment, to modify certain financial
covenants in the Loan Agreement and to ratify and confirm all the terms and
conditions of the Loan Agreement and the First Amendment.
1. Section 9.12 of the Loan Agreement is hereby amended to read in its
entirety as follows:
9.12 MINIMUM ADJUSTED TANGIBLE CAPITAL FUNDS. Borrowers shall not
----------------------------------------
permit their Adjusted Tangible Capital Funds to be (a) less than $24,000,000 as
of June 30, 1997 and September 30, 1997; (b) less than $30,000,000 as of
December 31, 1997 and quarterly thereafter; (c) less than $37,000,000 as of
December 31, 1998 and quarterly thereafter; and (d) less than $42,000,000 as of
December 31, 1999 and quarterly thereafter.
2. CONFIRMATION OF OBLIGATIONS. This Second Amendment is made
----------------------------
supplemental to and a part of the Loan Agreement. Except as expressly amended
and modified by this Second Amendment, the Loan Agreement and the First
Amendment, are hereby ratified and confirmed in all respects.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Second Amendment as of the date first above written.
Witness SUMMIT BANK
/S/ Patricia G. Hartman By: /S/ Adrian Marquez
- ------------------------ ---------------------------
Adrian Marquez, V.P.
Witness CYBEX INTERNATIONAL, INC.
/S/ Jeffrey Ng By: /S/ William S. Hurley
- ------------------------ ---------------------------
William S. Hurley, V.P.-CFO
Witness CYBEX FINANCIAL CORPORATION
/S/ Jeffrey Ng By: /S/ William S. Hurley
- ------------------------ ---------------------------
Witness EAGLE PERFORMANCE SYSTEMS, INC.
/S/ Jeffrey Ng By: /S/ William S. Hurley
- ------------------------ ---------------------------
Witness CYBEX FITNESS GERATE VERTRIEBS,
GMBH
/S/ Jeffrey Ng By: /S/ William S. Hurley
- ------------------------ ---------------------------
Witness GENERAL MEDICAL EQUIPMENT LIMITED
/S/ Jeffrey Ng By: /S/ William S. Hurley
- ------------------------ ---------------------------
<PAGE>
WITNESS LUMEX BED SYSTEMS
/S/ Jeffrey Ng By: /S/ William S. Hurley
- ------------------------ ------------------------
WITNESS TROTTER INC.
/S/ Jeffrey Ng By: /S/ William S. Hurley
- ------------------------ ------------------------
WITNESS TROTTER HOLDING COMPANY
/S/ Jeffrey Ng By: /S/ William S. Hurley
- ------------------------ ------------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE BODY OF THE FORM 10-Q AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-27-1997
<CASH> 3,024
<SECURITIES> 0
<RECEIVABLES> 25,179
<ALLOWANCES> (3,402)
<INVENTORY> 7,590
<CURRENT-ASSETS> 53,606
<PP&E> 26,638
<DEPRECIATION> (13,646)
<TOTAL-ASSETS> 84,433
<CURRENT-LIABILITIES> 28,966
<BONDS> 17,099
0
0
<COMMON> 885
<OTHER-SE> 36,285
<TOTAL-LIABILITY-AND-EQUITY> 84,433
<SALES> 57,373
<TOTAL-REVENUES> 57,373
<CGS> 35,594
<TOTAL-COSTS> 66,530
<OTHER-EXPENSES> (278)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 830
<INCOME-PRETAX> (9,709)
<INCOME-TAX> (2,716)
<INCOME-CONTINUING> (6,993)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,993)
<EPS-PRIMARY> (1.10)
<EPS-DILUTED> (1.10)
</TABLE>
