<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 6/30/00.
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, 02053
Massachusetts (Zip Code)
(Address of principal executive
office)
(508) 533-4300
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 [_]
On July 31, 2000, the Registrant had outstanding 8,699,096 shares of Common
Stock, par value $0.10 per share, which is the registrant's only class of
Common Stock.
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CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations (unaudited)--Three and
six months ended June 30, 2000 and June 26, 1999...................... 3
Condensed Consolidated Balance Sheets--June 30, 2000 (unaudited) and
December 31, 1999..................................................... 4
Condensed Consolidated Statements of Cash Flows (unaudited)--Six months
ended June 30, 2000 and June 26, 1999................................. 5
Notes to Condensed Consolidated Financial Statements (unaudited)....... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... 7
Item 3. Quantitative and Qualitative Disclosure about Market Risk........ 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................ 9
Item 2. Changes in Securities and Use of Proceeds........................ 9
Item 3. Defaults Upon Senior Securities.................................. 9
Item 4. Submission of Matters to a Vote.................................. 9
Item 5. Other Information................................................ 10
Item 6. Exhibits and Reports on Form 8-K................................. 10
Signatures................................................................. 11
</TABLE>
2
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CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
---------------- ----------------
June June June June
30, 26, 30, 26,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales................................. $28,599 $27,576 $62,616 $61,015
Cost of sales............................. 17,408 17,047 37,329 36,947
------- ------- ------- -------
Gross profit............................ 11,191 10,529 25,287 24,068
Selling, general and administrative
expenses................................. 11,274 9,313 23,576 18,952
Nonrecurring charges...................... 3,152 -- 3,152 --
------- ------- ------- -------
Operating income (loss)................. (3,235) 1,216 (1,441) 5,116
Interest income........................... 174 85 238 206
Interest expense.......................... (817) (754) (1,561) (1,521)
------- ------- ------- -------
Income (loss) before income taxes....... (3,878) 547 (2,764) 3,801
Income tax provision (benefit)............ (1,589) 224 (1,133) 1,558
------- ------- ------- -------
Net income (loss)....................... $(2,289) $ 323 $(1,631) $ 2,243
======= ======= ======= =======
Basic and diluted net income (loss) per
share.................................... $ (.26) $ .04 $ (.19) $ .26
======= ======= ======= =======
</TABLE>
See notes to the condensed consolidated financial statements.
3
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CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
<TABLE>
<CAPTION>
June 30 December 31,
2000 1999
----------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents........................... $ 1,752 $ 565
Accounts receivable, net of allowance of $2,235 and
$4,475............................................. 28,044 29,004
Lease receivables................................... 184 509
Inventories......................................... 9,034 8,080
Deferred income taxes............................... 7,449 7,449
Prepaid expenses and other.......................... 1,791 1,774
-------- --------
Total current assets.............................. 48,254 47,381
Property, plant and equipment, net.................... 21,049 21,907
Lease receivables..................................... 138 659
Goodwill, net......................................... 29,187 29,713
Deferred income taxes................................. 3,098 1,965
Other assets.......................................... 3,084 3,153
-------- --------
$104,810 $104,778
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt................ $ 5,091 $ 4,622
Accounts payable.................................... 8,947 10,163
Accrued expenses.................................... 12,838 11,216
Income taxes payable................................ 896 910
-------- --------
Total current liabilities......................... 27,772 26,911
Long-term debt........................................ 32,812 31,742
Accrued warranty obligation and other................. 1,967 2,121
-------- --------
Total liabilities................................. 62,551 60,774
-------- --------
Stockholders' Equity:
Common stock, $.10 par value, 20,000,000 shares
authorized, 8,918,494 and 8,916,600 shares issued.. 892 892
Additional paid-in capital.......................... 44,525 44,627
Treasury stock, at cost (219,398 shares)............ (2,271) (2,259)
Retained earnings (accumulated deficit)............. (887) 744
-------- --------
Total stockholders' equity........................ 42,259 44,004
-------- --------
$104,810 $104,778
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
4
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CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
-----------------
June
30, June 26,
2000 1999
------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss).......................................... $(1,631) $2,243
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Non-cash nonrecurring charges............................ 3,152 --
Depreciation and amortization............................ 2,552 1,826
Provision for doubtful accounts.......................... 340 356
Deferred income taxes.................................... (1,133) 1,556
Net change in other operating assets and liabilities..... (1,354) (647)
------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES.............. 1,926 5,334
------- ------
INVESTING ACTIVITIES:
Purchases of property and equipment........................ (2,267) (3,825)
Tectrix earn-out payment................................... -- (538)
------- ------
NET CASH USED IN INVESTING ACTIVITIES.................. (2,267) (4,363)
------- ------
FINANCING ACTIVITIES:
Repayment of long-term debt................................ (2,461) (1,318)
Net borrowings under the revolving loan.................... 4,000 1,100
Purchase of Treasury Stock................................. (11) (20)
------- ------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES.......... 1,528 (238)
------- ------
NET INCREASE IN CASH AND CASH EQUIVALENTS.................... 1,187 733
CASH AND CASH EQUIVALENTS, beginning of period............... 565 1,899
------- ------
CASH AND CASH EQUIVALENTS, end of period..................... $ 1,752 $2,632
======= ======
</TABLE>
See notes to condensed consolidated financial statements.
5
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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 three
months ended June 30, 2000, 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, 1999, Form 10-Q dated
March 31, 2000 and its proxy statement dated April 18, 2000.
Note 2 -- Nonrecurring Charges
In June 2000, the Company announced the relocation of its Irvine, California
cardiovascular equipment assembly and product development facility to Medway,
Massachusetts. The relocation resulted in a nonrecurring charge to operations
of $2,352,000 which is comprised primarily of severance, fixed asset write-
offs and lease cancellation costs. These costs are expected to adequately
reflect the cost associated with relocating the facility. In addition, the
Company incurred a one-time charge of $800,000 associated with the write-off
of internal use software that will not be utilized.
Note 3 -- Inventories
Inventories are valued at the lower of cost (first-in, first-out) or market
and consist of the following (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- ------------
<S> <C> <C>
Raw materials.......................................... $4,880 $5,305
Work in process........................................ 1,698 1,297
Finished goods......................................... 2,456 1,478
------ ------
$9,034 $8,080
====== ======
</TABLE>
Note 4 -- 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 which increased to
$30,000,000 in May 1999, (the "Revolver"), and a $25,000,000 term loan (the
"Term loan") which replaced the then existing Loan and Security Agreement. 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%, which is adjusted based on the Company's level of compliance with
certain financial covenants, as defined.
6
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As of June 30, 2000, $13,000,000 and $20,000,000 were outstanding under the
Revolver and Term loan, respectively. At June 30, 2000, $11,768,000 was
available under the Revolver, net of $5,232,000 in stand-by letters of credit
outstanding.
Borrowings under the credit facility are secured by substantially all of the
assets of the Company with certain exceptions, as defined.
Note 5 -- Earnings Per Share
The table below sets forth a reconciliation of the shares used in the basic
and diluted net income per share computations (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------- -----------------
June 30, June 26, June 30, June 26,
2000 1999 2000 1999
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Shares used in computing basic
earnings per share................. 8,699 8,675 8,699 8,677
Dilutive effect of options.......... -- 2 -- 1
--------- --------- ----- -----
Shares used in computing diluted
earnings per share................. 8,699 8,677 8,699 8,678
========= ========= ===== =====
</TABLE>
For the six months ended June 30, 2000, options to purchase 705,161 shares
of the Company's Common Stock at exercise prices ranging from $4.06 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.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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 below. 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 including this Form 10-Q, the Report on
Form 10-K for the year ended December 31, 1999 and the proxy statement dated
April 18, 2000.
Overview
Cybex is an exercise equipment company, which develops, manufactures and
markets premium performance, professional quality, human performance products
for the commercial and consumer markets.
Results of Operations
Net Revenues
Cybex's net revenues increased $1,023,000, or 4%, to $28,599,000 for the
second quarter and by $1,601,000, or 3%, for the six months ended June 30,
2000. Sales of strength products increased $1,263,000, or 9%, to $15,273,000
for the second quarter. Year-to-date sales of strength products increased
$1,914,000, or 6%, to $31,808,000 reflecting the leadership position of the
Company in the area of strength products. Both international sales and sales
to national accounts contributed to this growth. These increases came from
several products led by sales of personal gyms.
Sales of cardiovascular products decreased by $101,000, or 1%, to
$11,998,000 for the first quarter. This decline is primarily the result of a
decline in the sale of treadmills, which the Company believes was caused by
7
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the lack of new product and pressure from the competition. A new treadmill,
the 600T, was introduced at the end of the quarter and is expected to improve
treadmill sales. Sales of bikes and steppers increased by $278,000, or 8%, to
$3,728,000 and by $201,000, or 13% to $1,799,000, respectively, for the second
quarter reflecting the Company's ability to offer a full line of exercise
equipment to customers. Year-to-date sales of cardiovascular products
decreased by $554,000, or 2% to $27,514,000. The largest decline came from
reduced sales of Hikers, which will be discontinued and replaced by a new
total body trainer, the Excursion, which is planned for delivery next year.
Gross Margin
Gross margin increased from 38.2% in the second quarter last year to 39.1%
this year. On a year-to-date basis, it increased from 39.4% last year to 40.4%
this year. These increases are principally due to a reduction in warranty
expense, which has declined because of improvements in quality control, the
product development process and claims management, partially offset by the
increase in steel prices. The Company continues to see pricing pressure from
the competition.
Operating Expenses
Selling, general and administrative expenses increased by $1,961,000, or 21%
to $11,274,000 in the second quarter of 2000 compared to the second quarter of
1999. This increase was primarily attributable to increases in information
technology expenses by $852,000, or 157%, sales, marketing and customer
service expenses by $664,000, or 17%, and product development expenses by
$483,000, or 45%. These increases reflect the Company's priority to improve
customer service (external and internal), to develop new and exciting products
and to market those products effectively. On a year-to-date basis, selling,
general and administrative expenses increased by $4,624,000, or 24% to
$23,576,000 compared to last year. Once again, these increases were due
primarily to investments in information technology, sales, marketing, customer
service and product development. Cost control continues to be a high priority
for the Company with emphasis on increases in operating expenses that drive
growth and profitability.
Nonrecurring Charges
The Company incurred nonrecurring charges of $3,152,000 in the second
quarter this year. A total of $2,352,000 was incurred to relocate the
cardiovascular equipment assembly and product development operations currently
performed in Irvine, California to the Company's Medway, Massachusetts
facility. This consolidation is expected to increase efficiencies and widen
operating margins to contribute to the Company's growth and profitability in
the future.
The Company also incurred a write-off of $800,000 of internal use software
that will not be utilized in the future.
Interest Expenses
Interest expense increased by $63,000, or 8% in the second quarter compared
to the comparable prior year period and by $40,000, or 3% on a year-to-date
basis, due primarily to higher interest rates.
Liquidity and Capital Resources
Cash and cash equivalents were $1,752,000 at June 30, 2000 compared to
$565,000 at December 31, 1999. For the six months ended June 30, 2000, net
cash provided by operating activities was $1,926,000 compared to the net cash
provided by operations of $5,334,000 for the six months ended June 26, 1999.
This decrease of $3,408,000 was primarily the result of lower earnings.
Cash used in investing activities of $2,267,000 for the six months ended
June 30, 2000 was primarily due to capital expenditures for production
equipment, information technology and the Cybex Institute, which is the
training and education center for the Company.
8
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Net borrowings for the six months ended June 30, 2000 under the Company's
Credit Agreement with several banks were $1,539,000 compared to net payments
of $218,000 for the comparable period last year, due primarily to lower
earnings. At June 30, 2000, $13,000,000 and $20,000,000 were outstanding under
the Revolver and Term Loan, respectively, and $11,768,000 was available under
the Revolver, net of $5,232,000 in stand-by letters of credit. The Credit
Agreement contains several financial covenants which were amended effective
June 30, 2000. The Company is in full compliance with the terms of the Credit
Agreement. The Company believes that the cash flow from its operations and
available borrowings under its line 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, 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. In the NIT area, the Company conducted an analysis of its
operations to identify potential problems and implemented remedial action on
an as needed basis.
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.
Costs incurred to date related to these replacement programs approximate
$6,500,000. The total cost estimate does not include potential costs related
to any customer or other third party claims.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There have been no material changes in quantitative and qualitative market
risk from the disclosure in Item 7a (page 13) of the December 31, 1999 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, 1999 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
The Annual Meeting of Shareholders of the Company was held on May 23, 2000.
At the meeting, action was taken on the following matters:
1. John Aglialoro and Jerry Lee were re-elected as directors of the
Company. The terms of office of James H. Carll, Joan Carter, Peter C.
Haines, Arthur W. Hicks and Alan H. Weingarten continued after the meeting.
9
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The number of shares cast for, against or withheld, as well as the number of
abstentions and broker non-votes, on each matter considered at the meeting,
were as follows:
<TABLE>
<CAPTION>
Shares Abstentions/
Shares Voted Shares Broker Non-
Voted For Against Withheld Votes
--------- ------- -------- ------------
<S> <C> <C> <C> <C>
1. Election of Directors
John Aglialoro..................... 8,177,865 -- 42,209 --
Jerry Lee.......................... 8,178,039 -- 42,035 --
</TABLE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule (Filed herewith)
(b) Reports on Form 8-K
None
10
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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.
/s/ Peter C. Haines
August 14, 2000 By: _________________________________
Peter C. Haines
President and Chief Executive
Officer
/s/ Paul O. Webber III
By: _________________________________
August 14, 2000 Paul O. Webber III
Vice President and Chief
Financial Officer
11
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EXHIBIT INDEX
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
27 Financial Data Schedule. (Filed herewith)
</TABLE>
