<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 9/25/99.
-------
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 November 1, 1999, the Registrant had outstanding 8,673,066 shares of Common
Stock, par value $0.10 per share, which is the registrant's only class of Common
Stock.
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
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 25, 1999 and September 26, 1998 3
Condensed Consolidated Balance Sheets - September 25, 1999 (unaudited) and
December 31, 1998 4
Condensed Consolidated Statements of Cash Flows (unaudited) -- Nine months ended
September 25, 1999 and September 26, 1998 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 9
Item 3. Quantitative and Qualitative Disclosure about Market Risk 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
2
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------------------- ---------------------------------------
September 25, September 26, September 25, September 26,
1999 1998 1999 1998(1)
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net sales $24,624 $32,089 $85,639 $88,594
Cost of sales 15,790 20,122 52,737 54,706(a)
----------------- ----------------- ----------------- -----------------
Gross profit 8,834 11,967 32,902 33,888
Selling, general and
administrative expenses 10,198 10,715 29,150 29,943
Nonrecurring charges -- -- -- 2,898(b)
----------------- ----------------- ----------------- -----------------
Operating income (loss) (1,364) 1,252 3,752 1,047
Interest income 62 125 268 482
Interest expense (689) (812) (2,210) (1,607)
----------------- ----------------- ----------------- -----------------
Income (loss) before income
taxes (1,991) 565 1,810 (78)
Income tax provision (benefit) (816) 237 742 (32)
----------------- ----------------- ----------------- -----------------
Net income (loss) $(1,175) $ 328 $ 1,068 $ (46)
================= ================= ================= =================
Basic and diluted net income
(loss) per share $(.14) $.04 $.12 $(.01)
================= ================= ================= =================
</TABLE>
(1) Includes the results of Tectrix from the May 21, 1998 acquisition date.
(See Note 2)
(a) Includes $300 of costs related to the Cybex bike and $372 of costs related
to the Reactor product line which are considered unusual, nonrecurring or a
direct result of the Tectrix acquisition.
(b) Includes $1,435 of costs related to the Cybex bike, $952 of costs related
to the Reactor product line and $511 of other nonrecurring costs considered
unusual or a direct result of the Tectrix acquisition.
See notes to the condensed consolidated financial statements.
3
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(in thousands, except share information)
<TABLE>
<CAPTION>
September 25, December 31,
1999 1998
----------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,838 $ 1,899
Accounts receivable, net of allowance of $3,544 and $3,336 23,683 28,627
Lease receivables 785 694
Inventories 10,126 10,715
Deferred income taxes 5,669 5,669
Prepaid expenses and other 1,438 1,672
----------------- -----------------
Total current assets 43,539 49,276
Property, plant and equipment, net 21,656 18,467
Lease receivables 772 500
Goodwill, net 30,079 30,208
Deferred income taxes 5,773 6,515
Other assets 3,147 2,931
----------------- -----------------
$ 104,966 $ 107,897
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 4,130 $ 3,752
Accounts payable 7,517 7,610
Accrued expenses 15,463 17,933
Income taxes payable 957 1,209
----------------- -----------------
Total current liabilities 28,067 30,504
Long-term debt 33,823 35,174
Accrued warranty obligation and other 2,125 2,291
Total liabilities 64,015 67,969
----------------- -----------------
Stockholders' Equity:
Common stock, $.10 par value, 20,000,000 shares authorized,
8,894,724 shares issued 889 889
Additional paid-in capital 44,526 44,549
Treasury stock, at cost (221,658 and 216,058 shares) (2,274) (2,252)
Retained earnings (accumulated deficit) (2,190) (3,258)
----------------- -----------------
Total stockholders' equity 40,951 39,928
----------------- -----------------
$ 104,966 $ 107,897
================= =================
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------------------
September 25, September 26,
1999 1998
------------------- -------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 1,068 $ (46)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 2,785 2,433
Non-cash nonrecurring charges -- 1,659
Provision for doubtful accounts 504 1,814
Deferred income taxes 742 (219)
Net change in other operating assets and liabilities 1,380 (5,246)
(net of effect of the Tectrix acquisition)
------------------- -------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 6,479 395
------------------- -------------------
INVESTING ACTIVITIES:
Purchases of property and equipment (4,918) (5,355)
Cash paid for Tectrix stock, net of cash acquired of $143 and
including transaction costs of $414 -- (21,331)
Tectrix earn-out payment (see Note 2) (538) --
------------------- -------------------
NET CASH USED IN INVESTING ACTIVITIES (5,456) (26,686)
------------------- -------------------
FINANCING ACTIVITIES:
Borrowings of long-term debt -- 25,000
Repayment of long-term debt (2,164) (9,400)
Net borrowings under the revolving loan 1,100 10,400
Deferred financing costs -- (571)
Purchase of treasury stock (20) (333)
Exercise of stock options -- 255
------------------- -------------------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (1,084) 25,351
------------------- -------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (61) (940)
CASH AND CASH EQUIVALENTS, beginning of period 1,899 6,689
------------------- -------------------
CASH AND CASH EQUIVALENTS, end of period $ 1,838 $ 5,749
=================== ===================
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
NOTE 1 -- BASIS OF PRESENTATION
Cybex International, Inc. (the "Company" or "Cybex"), is a strength and
cardiovascular fitness equipment company which develops, manufactures and
markets premium performance, professional quality, human performance products
for the commercial and consumer markets.
The accompanying 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 nine
months ended September 25, 1999, are not necessarily indicative of the results
that may be expected for the entire year.
It is suggested that these condensed consolidated financial statements be read
in conjunction with the financial statements and the notes thereto included in
the Company's reports filed with the Securities and Exchange Commission on Form
10-K for the year ended December 31, 1998, Form 10-Q filed for the quarter ended
June 26, 1999 and its proxy statement dated April 16, 1999.
The three and nine month periods ended September 25, 1999 and the three month
period ended September 26, 1998 include the results of Tectrix Fitness
Equipment, Inc. ("Tectrix") for the entire periods. The nine month periods
ended September 26, 1998 include the results of Tectrix from the May 21, 1998
acquisition date through September 26, 1998. (see Note 2)
NOTE 2 -- MERGERS AND ACQUISITIONS
TECTRIX INC. ACQUISITION
On May 21, 1998, Cybex entered into an agreement with Tectrix and its
stockholders whereby Cybex acquired all of the outstanding Common Stock of
Tectrix (the "Acquisition"). The purchase price consisted of cash of
$21,060,000, of which $2,670,000 was used to repay Tectrix debt, and a
promissory note in the amount of $2,006,000. In addition, the selling
stockholders have the right to receive aggregate additional payments of up to
$6,349,000 based on Tectrix's post-closing margin performance during the three-
year period following the Acquisition. As of December 31, 1998, $538,000 has
been earned under this right for the period from the Acquisition date to
December 31, 1998. The Acquisition has been accounted for using the purchase
method of accounting and the parties have made a Section 338(h)10 election for
the Acquisition to be accounted for as an asset purchase for income tax
purposes. In order to fund the Acquisition, Cybex entered into a credit
agreement, which provides for a term loan of $25,000,000 and revolving loans of
up to $26,700,000 which was subsequently increased to $30,000,000 in May 1999.
(see Note 5).
6
<PAGE>
NOTE 3 -- UNUSUAL AND NONRECURRING MERGER-RELATED COSTS
During the second quarter of 1999, the Company received reimbursements relating
to costs associated with the Fuqua matter which were substantially offset by
expenses and other charges associated with finalizing this matter as well as
other obligations related to the Cybex/Trotter merger.
The nine months ended September 26, 1998 include unusual and nonrecurring pre-
tax costs of $3,570,000 comprised of a charge of $1,735,000, (primarily for
fixed assets and inventory write-offs, and warranty provisions related to the
Cybex branded bike in connection with the Tectrix acquisition), a charge of
$1,324,000 (primarily for the write-off of intangible assets and inventory in
connection with the Reactor product line), and a charge of $511,000 (for the
write-off of costs which management considers unusual or a direct result of the
Tectrix acquisition, including deferred financing costs in connection with the
Company's refinancing of its credit agreement).
NOTE 4 -- INVENTORIES
Inventories are valued at the lower of cost (first-in, first-out) or market and
consist of the following (in thousands):
<TABLE>
<CAPTION>
September 25, December 31,
1999 1998
----------------- -----------------
<S> <C> <C>
Raw materials $ 5,407 $ 5,723
Work in process 1,071 1,251
Finished goods 3,648 3,741
----------------- -----------------
$ 10,126 $ 10,715
================= =================
</TABLE>
NOTE 5 -- CREDIT AGREEMENT
On May 21, 1998, the Company entered into a Credit Agreement with several banks
that consisted of a $26,700,000 revolving loan and a $25,000,000 term loan that
replaced its then existing Loan and Security Agreement. In May 1999, the
revolver was increased to $30,000,000. The revolver matures in May, 2004 and
the term loan matures in December, 2003. Borrowings under both the revolver and
term loans bear interest at the Company's option of either Base Rate (as
defined) or LIBOR plus 0.25% to 2.25%, adjusted based on the Company's level of
compliance with certain financial covenants, as defined.
As of September 25, 1999, $9,000,000 and $23,500,000 were outstanding under the
revolver and term loan, respectively. At September 25, 1999, $15,768,000 was
available under the revolver, after consideration of $5,232,000 in outstanding
standby letters of credit.
Borrowings under the credit facility are secured by substantially all of the
assets of the Company with certain exceptions, as defined.
7
<PAGE>
NOTE 6 -- EARNINGS PER SHARE
The table below sets forth a reconciliation of the shares used in the basic and
diluted net income (loss) per share computations (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------------------- --------------------------------------
September 25, September 26, September 25, September 26,
1999 1998 1999 1998
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares used in computing basic earnings
per share 8,673 8,665 8,673 8,666
Dilutive effect of options N/A 33 4 N/A
---------------- ---------------- ---------------- ----------------
Shares used in computing diluted earnings
per share N/A 8,698 8,677 N/A
================= ================= ================= =================
</TABLE>
For the nine months ended September 25, 1999, options to purchase 678,389 shares
of the Company's Common Stock at exercise prices ranging from $5.85 to $11.75
per share were outstanding but were not included in the calculation of diluted
earnings per share since the result would be anti-dilutive.
NOTE 7 -- PRO FORMA
The following table summarizes the unaudited pro forma combined results of
operations for the nine months ended September 26, 1998 as if the Acquisition
had occurred at the beginning of 1998:
<TABLE>
<CAPTION>
Nine Months Ended
September 26, 1998
------------------
<S> <C>
Net sales $99,439
==================
Net income $ 163
==================
Net income per share $ .02
==================
</TABLE>
The pro forma data for the nine months ended September 26, 1998 excludes the
results of Tectrix's Virtual Reality product and reflects adjustments for
certain duplicate costs, which were a direct result of the Acquisition. The
data does not include $1,435,000, or $0.10 per share of nonrecurring charges
expensed by the Company in the second quarter of 1998 related to the Cybex bike
but includes $2,135,000, or $0.14 per share, of unusual costs primarily related
to the elimination of the Reactor product line.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
OVERVIEW
Cybex is a strength and cardiovascular fitness equipment company which develops,
manufactures and markets premium performance, professional quality, human
performance products for the commercial and consumer markets.
On May 21, 1998, Cybex entered into an agreement with Tectrix Fitness Equipment,
Inc. ("Tectrix") and its stockholders whereby Cybex acquired all of the
outstanding Common Stock of Tectrix (the "Acquisition").
Results for the three and nine months ended September 25, 1999 and the three
month period ended September 26, 1998 include the results of Tectrix for the
entire period. Results for the nine months ended September 26, 1998 include the
results of Tectrix from the May 21, 1998 acquisition date through September 26,
1998.
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 25, 1999 VS. THREE AND NINE MONTHS ENDED
SEPTEMBER 26, 1998.
NET SALES
Net sales were $24,624,000 for the three months ended September 25, 1999
compared to net sales of $32,089,000 for the three months ended September 26,
1998. Net sales for the nine months ended September 25, 1999 were $85,639,000
compared to $88,594,000 for the comparable 1998 period. Sales have been effected
by a general softness in the market for fitness equipment as well as production
delays due to the initial implementation of the Company's Enterprise Resource
Planning (ERP) system and delays in the introduction of planned product
improvements.
GROSS PROFIT
Gross profit for the three months ended September 25, 1999 and September 26,
1998 was $8,834,000 and $11,967,000, respectively. Gross profit for the nine
months ended September 25, 1999 was $32,902,000 compared to $33,888,000 for the
comparable 1998 period (net of $672,000 of costs considered unusual or
nonrecurring). The change is principally a function of lower sales volume.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expense decreased to $10,198,000 from
$10,715,000 for the three months ended September 25, 1999 and September 26,
1998, respectively. Selling, general and administrative expense decreased to
$29,150,000 from $29,943,000 for the nine months ended September 25, 1999 and
September 26, 1998, respectively. These declines are due to continuing cost
management efforts through a variety of quality and profit improvement
initiatives.
INTEREST INCOME
Interest income declined for the three months and nine months ended September
25, 1999 versus September 26, 1998 to $62,000 from $125,000 and $268,000 from
$482,000, respectively, due to lower average cash balances in the 1999 period.
9
<PAGE>
INTEREST EXPENSE
Interest expense decreased to $689,000 for the three months ended September 25,
1999 from $812,000 for the three months ended September 26, 1998. The decrease
is due to lower average debt balances. Interest expense increased to $2,210,000
for the nine months ended September 25, 1999 from $1,607,000 for the nine months
ended September 26, 1998. The increase is a result of the 1999 period including
a full nine months of the additional borrowing required for the Tectrix
acquisition, whereas the corresponding period in 1998 included such additional
borrowing only for the portion of the period from and after May 21, 1998.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $1,838,000 at September 25, 1999 compared to
$1,899,000, at December 31, 1998. For the nine months ended September 25, 1999,
net cash provided by operating activities was $6,479,000 compared to $395,000
for the nine months ended September 26, 1998. The increase of 1999 over 1998 is
a result of higher earnings, use of tax loss carryforwards and a reduction in
net operating assets employed in 1999 versus an increase in 1998.
Cash used in investing activities of $5,456,000 for the nine months ended
September 25, 1999 was primarily due to capital expenditures associated with the
Company's new ERP System.
On May 21, 1998, the Company entered into a Credit Agreement with several banks
that consisted of a $26,700,000 revolving loan and a $25,000,000 term loan
replacing the Company's then existing Loan and Security Agreement. In May 1999,
the revolving loan was increased to $30,000,000. At September 25, 1999, there
was $15,768,000 available under the revolving loan after consideration of
$5,232,000 in outstanding standby letters of credit. Additionally, the
Company's finance subsidiary is expected to continue to support 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
borrowings under its line of credit will be sufficient to meet its general
working capital and capital expenditure requirements in the near term.
YEAR 2000
The year 2000 computer issue creates certain risks for the Company, including
the functionality of internal systems and the availability of key products and
services.
Following the 1997 merger with Trotter Inc., the Company performed an analysis
of its then current information technology ("IT") and non-information technology
systems ("NIT") for manufacturing, finance, sales and marketing and human
resources. Such analysis led to a decision in late 1997 to replace all IT
systems in their entirety. Commencing in 1998, the Company began the
installation of a new ERP System and currently anticipates full implementation
in 1999. The Company expects the ERP system to be Year 2000 compliant. In the
NIT area, the Company has conducted an analysis of its operations to identify
potential year 2000 compliance issues and is in the process of remedial action
on an as needed basis.
Committed costs to date related to these replacement programs approximate $6.5
million. The Company currently expects that the total cost of these programs,
including both incremental spending and redeployed resources, will approximate
$7.0 million.
10
<PAGE>
The Company has also surveyed its suppliers of products and services to
determine that the suppliers operations are Year 2000 capable, or where
applicable, to monitor their progress towards Year 2000 compatibility and to
identify alternative suppliers.
In addition, the Company has commenced work on contingency planning to address
potential problem areas with internal systems, suppliers and other third
parties. It is expected that assessment, remediation and contingency planning
activities will be ongoing throughout the remainder of 1999 with the goal of
appropriately resolving all identifiable material internal systems and third
party issues in 1999.
Based on currently available information, management does not believe that the
Year 2000 matters discussed above related to internal systems or products sold
to customers will have a material adverse impact on the Company's financial
condition or overall trends in results of operations; however, it is uncertain
to what extent the Company may be affected by such matters. In addition, there
can be no assurance that the failure to ensure Year 2000 capability by a
supplier or another third party would not have a material adverse effect on the
Company.
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 and acquired companies' businesses. Further information on these and
other factors which could affect the Company's financial results can be found in
the Company's Reports filed with the Securities and Exchange Commission on Form
10-K for the year ended December 31, 1998, Form 10-Q for the quarter ended June
26, 1999 and its proxy statement dated April 16, 1999.
11
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
---------------------------------------------------------
There have been no material changes in quantitative and qualitative market risk
from the disclosure within the December 31, 1998 10-K which is incorporated here
by reference.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Kirila et al v. Cybex International, Inc. et al
-----------------------------------------------
See Part 1 Item 3 of the Company's Report on Form 10-K for the
year ended December 31, 1998 for a description of the
proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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(i) Amended and Restated 1995 Stock Retainer Plan for
Nonemployee Directors, dated May 18, 1999, incorporated
by reference to the registration statement on Form S-8
(No. 333-79899) filed June 3, 1999.
10(ii) Non-negotiable secured promissory note dated May 21,
1998 to former Tectrix stockholders from the Company.
(Filed herewith)
27 Financial Data Schedule (Filed herewith)
(b) Reports on Form 8-K
-------------------
On August 27, 1999, the Registrant filed a report on Form
8-K dated August 24, 1999 reporting on the resignation of
its Chief Financial Officer
12
<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 8, 1999 Peter C. Haines
President and Chief Executive Officer
By: /s/ Michael J. Cappiello
-----------------------------------------
November 8, 1999 Michael J. Cappiello
Corporate Controller
(chief accounting officer)
13
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
----------- -----------
(a) Exhibits
--------
10(i) Amended and Restated 1995 Stock Retainer Plan for
Nonemployee Directors, dated May 18, 1999, incorporated
by reference to the registration statement on Form S-8
(No. 333-79899) filed June 3, 1999.
10(ii) Non-negotiable secured promissory note dated May 21, 1998
to former Tectrix stockholders from the Company. (Filed
herewith)
27 Financial Data Schedule. (Filed herewith)
<PAGE>
EXHIBIT 10(ii)
--------------
NON-NEGOTIABLE
--------------
SECURED
-------
PROMISSORY NOTE
---------------
$2,005,584 May 21, 1998
FOR VALUE RECEIVED, the undersigned, CYBEX INTERNATIONAL, INC., a New York
corporation (the "Obligor"), does hereby promise to pay to the order of James S.
Sweeney, Jr., Michael T. Sweeney, and Duane P. Stark (the "Shareholder
Representatives"), for the ratable benefit of the Shareholders (as such term is
defined in the Purchase Agreement referred to below), as hereinafter provided,
the principal sum of Two Million Five Thousand Five Hundred Eighty-Four Dollars
($2,005,584), together with interest on the unpaid principal hereof from the
date of this Note until paid, at the rate of 5.625% per annum.
Both the principal of and interest on this Note are payable in lawful money
of the United States of America.
All accrued and unpaid interest on this Note shall be due and payable on
the first day of June, September, December and March of each year, commencing
September 1, 1998. The principal of this Note shall be due and payable in full
on June 1, 2001.
If any one or more of the following events (herein, an "Event of Default")
shall occur:
A. The Obligor shall default in the payment of any principal of or
interest on this Note, and such default continues thirty days after written
notice thereof shall have been provided to the Obligor by the Shareholder
Representatives; or
B. The Obligor shall (i) apply for, consent to or permit the
appointment of a receiver, trustee or liquidator of the Obligor or of all or a
substantial part of its assets, (ii) be unable, or admit in writing its
inability, to pay debts as they mature, (iii) make a general assignment for the
benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, or (v) file a
voluntary petition in bankruptcy or a petition or an answer seeking
reorganization, or an arrangement with creditors or to take advantage of any
insolvency law, or any answer admitting the material allegations of a petition
filed against the Obligor in any such proceeding;
<PAGE>
then in any such event the holder of this Note may at any time thereafter
(unless all such Events of Default shall theretofore have been fully cured to
the satisfaction of such holder, and all costs and expenses, including without
limitation attorneys's fees and expenses, incurred by or on behalf of such
holder shall have been paid by the Obligor), by notice to the Obligor, declare
the entire outstanding principal of this Note to be due and payable immediately,
and upon such declaration such principal, and all accrued but unpaid interest,
shall become and be immediately due and payable, without further notice.
This Note arises out of and is subject to the terms and provisions of the
Stock Purchase Agreement dated as of May 20, 1998 (the "Purchase Agreement"),
pertaining to the acquisition by the Obligor of all of the outstanding capital
stock of Tectrix Fitness Equipment, Inc. Without limiting the foregoing, this
Note is subject to certain rights of offset and deferral, as more fully
described in paragraph 13 of the Purchase Agreement. In no event shall the
Obligor be deemed in default pursuant to clause A above due to the exercise of
its right of offset or deferral.
In the event that the principal of this Note is reduced due to the exercise
of Obligor's right of offset, the interest accruing on this Note shall be
retroactively recalculated as though the principal of this Note had been reduced
as of the date the Obligor suffered the damages to which the offset relates. To
the extent any interest payments theretofore made on this Note ultimately are
deemed excessive due to such retroactive adjustment, the excess payment shall be
credited against the next interest and/or principal installment or installments
due hereunder.
This Note is supported by one or more letters of credit issued by First
Union National Bank and its successors and assigns (or such other issuer or
issuers as may be jointly agreed between the Obligor and the Shareholder
Representative).
This Note may at the option of the Obligor at any time or from time to time
be prepaid, in whole or in part, without penalty or premium.
Should the indebtedness represented by this Note or any part thereof be
collected in any proceeding or placed in the hands of attorneys for collection,
the Obligor agrees to pay, in addition to the principal and interest due and
payable hereon, all costs of collecting this Note, including reasonable
attorneys' fees and expenses.
The Obligor expressly waives presentment, demand, protest or any other
notice whatsoever.
-2-
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this Note on
the day and year first above written.
CYBEX INTERNATIONAL, INC.
By: _____________________________
-3-
<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-31-1998
<PERIOD-END> SEP-25-1999
<CASH> 1,838
<SECURITIES> 0
<RECEIVABLES> 27,227
<ALLOWANCES> 3,544
<INVENTORY> 10,126
<CURRENT-ASSETS> 43,539
<PP&E> 38,284
<DEPRECIATION> 16,628
<TOTAL-ASSETS> 104,966
<CURRENT-LIABILITIES> 28,067
<BONDS> 37,953
0
0
<COMMON> 889
<OTHER-SE> 40,062
<TOTAL-LIABILITY-AND-EQUITY> 104,966
<SALES> 85,639
<TOTAL-REVENUES> 85,639
<CGS> 52,737
<TOTAL-COSTS> 81,887
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,942
<INCOME-PRETAX> 1,810
<INCOME-TAX> 742
<INCOME-CONTINUING> 1,068
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,068
<EPS-BASIC> .12
<EPS-DILUTED> .12
</TABLE>
