<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 9/30/00.
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)
Registant'srtelephone 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, 2000, the Registrant had outstanding 8,749,096 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
nine months ended September 30, 2000 and September 25, 1999........... 3
Condensed Consolidated Balance Sheets--September 30, 2000 (unaudited)
and December 31, 1999................................................. 4
Condensed Consolidated Statements of Cash Flows (unaudited) -- Nine
months ended September 30, 2000 and September 25, 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................................................ 10
Item 2. Changes in Securities and Use of Proceeds........................ 10
Item 3. Defaults Upon Senior Securities.................................. 10
Item 4. Submission of Matters to a Vote.................................. 10
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)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
September 30, September 25, September 30, September 25,
2000 1999 2000 1999
------------- ------------- ------------- -------------
(unaudited)
<S> <C> <C> <C> <C>
Net sales............... $30,109 $24,624 $92,725 $85,639
Cost of sales........... 18,354 15,790 55,683 52,737
------- ------- ------- -------
Gross profit.......... 11,755 8,834 37,042 32,902
Selling, general and
administrative
expenses............... 10,760 10,198 34,336 29,150
Nonrecurring charges.... -- -- 3,152 --
------- ------- ------- -------
Operating income
(loss)............... 995 (1,364) (446) 3,752
Interest income......... 29 62 267 268
Interest expense........ (774) (689) (2,335) (2,210)
------- ------- ------- -------
Income (loss) before
income taxes......... 250 (1,991) (2,514) 1,810
Income tax provision
(benefit).............. 103 (816) (1,031) 742
------- ------- ------- -------
Net income (loss)..... $ 147 $(1,175) $(1,483) $ 1,068
======= ======= ======= =======
Basic and diluted net
income (loss) per
share.................. $ .02 $ (.14) $ (.17) $ .12
======= ======= ======= =======
</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>
September 30, December 31,
2000 1999
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents......................... $ 1,016 $ 565
Accounts receivable, net of allowance of $1,191
and $4,475....................................... 29,516 29,004
Lease receivables................................. -- 509
Inventories....................................... 10,506 8,080
Deferred income taxes............................. 7,449 7,449
Prepaid expenses and other........................ 1,212 1,774
-------- --------
Total current assets............................ 49,699 47,381
Property, plant and equipment, net.................. 21,049 21,907
Lease receivables................................... -- 659
Goodwill, net....................................... 28,920 29,713
Deferred income taxes............................... 2,996 1,965
Other assets........................................ 1,125 3,153
-------- --------
$103,789 $104,778
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt.............. $ 5,325 $ 4,622
Accounts payable.................................. 7,859 10,163
Accrued expenses.................................. 13,219 11,216
Income taxes payable.............................. 856 910
-------- --------
Total current liabilities....................... 27,259 26,911
Long-term debt...................................... 31,999 31,742
Accrued warranty obligation and other............... 1,967 2,121
-------- --------
Total liabilities............................... 61,225 60,774
-------- --------
Stockholders' Equity:
Common stock, $.10 par value, 20,000,000 shares
authorized, 8,968,494 and 8,916,000 shares
issued........................................... 897 892
Additional paid-in capital........................ 44,677 44,627
Treasury stock, at cost (219,398 and 216,658
shares).......................................... (2,271) (2,259)
Retained earnings (accumulated deficit)........... (739) 744
-------- --------
Total stockholders' equity........................ 42,564 44,004
-------- --------
$103,789 $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)
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------
September 30 September 25
2000 1999
------------ ------------
(unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss).................................. $(1,483) $ 1,068
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Non-cash nonrecurring charges.................... 3,152 --
Depreciation and amortization.................... 3,818 2,785
Stock Compensation............................... 158 --
Provision for doubtful accounts.................. 611 504
Deferred income taxes............................ (1,031) 742
Net change in other operating assets and
liabilities..................................... (2,638) 1,380
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES...... 2,587 6,479
------- -------
INVESTING ACTIVITIES:
Purchases of property and equipment................ (3,084) (4,918)
Tectrix earn-out payment........................... -- (538)
------- -------
NET CASH USED IN INVESTING ACTIVITIES.......... (3,084) (5,456)
------- -------
FINANCING ACTIVITIES:
Repayment of long-term debt........................ (3,541) (2,164)
Net borrowings under the revolving loan............ 4,500 1,100
Purchase of Treasury Stock......................... (11) (20)
------- -------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES.................................... 948 (1,084)
------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS............ 451 (61)
CASH AND CASH EQUIVALENTS, beginning of period....... 565 1,899
------- -------
CASH AND CASH EQUIVALENTS, end of period............. $ 1,016 $ 1,838
======= =======
</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 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 months ended September 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
June 30, 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 and to a factory in Taiwan. 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. Within the third quarter of 2000, the Company realized $567,000 of
cost with a remaining balance as of September 30, 2000 of $1,785,000 to be
realized in future periods. In addition, the Company incurred a one-time
charge of $800,000 in the second quarter of 2000 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>
September 30, December 31,
2000 1999
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<S> <C> <C>
Raw materials..................................... $ 4,871 $5,305
Work in process................................... 1,732 1,297
Finished goods.................................... 3,903 1,478
------- ------
$10,506 $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
6
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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.
As of September 30, 2000, $13,500,000 and $19,000,000 were outstanding under
the Revolver and Term loan, respectively. At September 30, 2000, $11,268,000
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 Nine Months Ended
--------------------------- ---------------------------
September 30, September 25, September 30, September 25,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Shares used in computing
basic earnings per
share.................. 8,749 8,673 8,749 8,673
Dilutive effect of
options................ 1 -- -- 4
----- ----- ----- -----
Shares used in computing
diluted earnings per
share.................. 8,750 8,673 8,749 8,677
===== ===== ===== =====
</TABLE>
For the three and nine months ended September 30, 2000, options to purchase
489,161 and 534,161 shares of the Company's Common Stock at exercise prices
ranging from $4.06 to $11.75 and $2.69 to $11.75 per share, respectively, were
outstanding but were not included in the calculation of diluted earnings per
share since the result would be anti-dilutive. Additionally, the impact of
outstanding stock options is not considered in loss periods as the result
would be anti-dilutive.
NOTE 6--CONTINGENCIES
The Company is involved in certain legal actions and claims arising in the
ordinary course of business, including product liability claims and disputes
pertaining to distributor agreements and intellectual property rights.
Management believes that the outcome of such litigation and claims will not
have a material adverse effect on its financial position or results of
operations.
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.
7
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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 $5,485,000, or 22%, to $30,109,000 for the
third quarter and by $7,086,000, or 8%, for the nine months ended September
30, 2000. Sales of strength products increased $3,550,000, or 29%, to
$15,763,000 for the third quarter. Year-to-date sales of strength products
increased $5,464,000, or 13%, to $47,571,000 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. Another
contributing factor to the increase in the quarter is the improvements made to
the ERP system. The increase in the quarter came from several products
including the premium selectorized variable resistance line (VR2), free
weights and the new functional trainer (FT360). For the nine months ended
September 30, 2000 the increases came from sales of free weights, personal
gyms, the international variable resistance line (VR Metric), the functional
trainer (FT360) and the premium variable resistance line (VR2).
Sales of cardiovascular products increased by $1,840,000, or 17%, to
$12,928,000 for the third quarter and by $1,286,000, or 3%, to $40,442,000 for
the nine months ended September 30, 2000. The increase was driven by sales of
the new treadmill (600T) and an increase in bike sales which was offset by a
decline in the sales of hikers, which was discontinued and will be replaced by
a new total body trainer, the "Excursion," planned for delivery next year. The
market for cardiovascular products remains very competitive.
Gross Margin
Gross margin increased from 35.9% in the third quarter of last year to 39.0%
this year. On a year-to-date basis, gross margin increased from 38.4% last
year to 39.9% this year. The margin improvement for the quarter and for the
nine months ended September 30, 2000 was due primarily to improved absorption
of overhead due to the increase in volume and improved cost management.
Additionally, direct labor costs as a percentage of sales decreased,
reflecting improved efficiencies and improved cost management.
Operating Expenses
Selling, general and administrative expenses increased by $562,000, or 6% to
$10,760,000 in the third quarter of 2000 compared to the third quarter of
1999. On a year-to-date basis, selling, general and administrative expenses
increased by $5,186,000, or 18% to $34,336,000 compared to last year. These
increases were due primarily to the cost of the new ERP system and investments
in sales, marketing, product development, customer service and increases in
some administrative costs. 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
Results for the nine months ended September 30, 2000 include nonrecurring
charges of $3,152,000 incurred 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 and to a factory in Taiwan. This
relocation should be effectively complete on December 1, 2000. The
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 in the second quarter of
2000 relating to internal use software that will not be utilized in the
future.
8
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Interest Expenses
Interest expense increased by $85,000, or 12% in the third quarter compared
to the comparable prior year period and by $125,000, or 6% on a year-to-date
basis, due primarily to higher interest rates.
Liquidity and Capital Resources
Cash and cash equivalents were $1,016,000 at September 30, 2000 compared to
$565,000 at December 31, 1999. For the nine months ended September 30, 2000,
net cash provided by operating activities was $2,587,000 compared to the net
cash provided by operations of $6,479,000, for the nine months ended September
30, 1999. This decrease of $3,892,000 was primarily the result of an increase
in receivables. Net accounts receivable days increased from 72 days at
December 31, 1999 to 88 days at September 30, 2000. This increase is due to
the tight cash position of our customer base. As a result our credit policies
have been tightened and collection efforts have intensified.
Cash used in investing activities of $3,084,000 for the nine months ended
September 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.
Net borrowings for the nine months ended September, 2000 under the Company's
Credit Agreement with several banks were $959,000 compared to net payments of
$1,064,000 for the comparable period last year, due primarily to the increase
in receivables and lower earnings. At September 30, 2000, $13,500,000 and
$19,000,000 were outstanding under the Revolver and Term Loan, respectively,
and $11,268,000 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 Form
10-K which is incorporated here by reference.
9
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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
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10(i) Peter C. Haines Stock Award Agreement
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
By:__________________________________
November 14, 2000 Peter C. Haines
President and Chief Executive
Officer
/s/ Paul O. Webber III
By:__________________________________
November 14, 2000 Paul O. Webber III
Vice President and Chief Financial
Officer
11
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
(a) Exhibits
10(i) Peter C. Haines Stock Award Agreement
27 Financial Data Schedule (Filed herewith)
</TABLE>
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