<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-26634
LeCROY CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2507777
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification No.)
700 CHESTNUT RIDGE ROAD, CHESTNUT RIDGE , NEW YORK 10977
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (914) 425-2000
Indicate by check mark ("X") whether the Registrant: (1) has filed all reports
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding twelve 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 _______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT APRIL 16, 1997
Common stock, par value $.01 share 6,561,221
<PAGE> 2
LeCROY CORPORATION
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet................ 3
Condensed Consolidated Statement of Income.......... 4
Condensed Consolidated Statement of Cash Flows...... 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 7-9
PART I OTHER INFORMATION................................... 10
PART II OTHER INFORMATION................................... 10
Signatures.......................................... 10
<PAGE> 3
LeCROY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, June 30,
In thousands 1997 1996
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... $ 9,581 $10,315
Accounts receivable............................. 25,898 20,625
Inventories:
Raw materials................................ 4,996 7,398
Work in process.............................. 6,083 6,539
Finished goods............................... 9,203 6,167
------- -------
Total inventories............................... 20,282 20,104
Other current assets............................ 2,833 1,278
------- -------
Total current assets......................... 58,594 52,322
Property and equipment, at cost:
Land............................................ 5,205 5,202
Furniture, machinery and equipment.............. 26,603 25,948
------- -------
Total property, plant and equipment.......... 31,808 31,150
Less: Accumulated depreciation and amortization. (21,722) (22,234)
------- -------
Property, plant and equipment, net........... 10,086 8,916
Other assets....................................... 930 1,162
------- -------
TOTAL ASSETS....................................... $69,610 $62,400
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current debt.................................... $ 692 $ 1,026
Accounts payable................................ 6,779 6,882
Accrued liabilities............................. 7,004 4,803
Accrued employee compensation and benefits...... 4,264 4,066
Income taxes payable............................ 4,610 3,504
------- -------
Total current liabilities.................... 23,349 20,281
Long-term debt and capitalized leases.............. 56 4,647
Deferred compensation.............................. 170 -
Commitments and contingencies......................
STOCKHOLDERS' EQUITY:
Common stock.................................... 68 59
Additional paid-in capital...................... 29,870 22,112
Treasury stock at cost.......................... (1,267) (2,334)
Foreign currency translation adjustment......... (2,346) 1,662
Retained earnings............................... 19,710 15,973
------- -------
Total stockholders' equity................... 46,035 37,472
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......... $69,610 $62,400
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
LeCROY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31, March 31,
In thousands, except per share data 1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues:
Digital oscilloscopes and
related products................ $26,492 $22,436 $75,508 $62,381
High energy physics products....... 1,802 2,972 5,399 8,028
Service and other.................. 1,601 1,132 4,147 3,344
------ ------ ------ ------
Total revenues.................. 29,895 26,540 85,054 73,753
Cost of sales......................... 12,503 11,797 36,461 33,236
------ ------ ------ ------
Gross profit....................... 17,392 14,743 48,593 40,517
Operating expenses:
Selling, general and
administrative.................. 10,156 9,211 28,661 25,217
Research and development........... 3,331 3,155 10,610 9,471
Restructuring charges.............. 3,857 - 3,857 -
------ ------ ------ ------
Total........................... 17,344 12,366 43,128 34,688
Operating income...................... 48 2,377 5,465 5,829
Other (income) expenses, net.......... 25 47 (278) 486
------ ------ ------ ------
Income before income taxes and
extraordinary charge............... 23 2,330 5,743 5,343
Provision for income taxes............ 8 815 2,006 1,870
------ ------ ------ ------
Income before extraordinary charge.... 15 1,515 3,737 3,473
Extraordinary charge for early
retirement of debt................. - - - (1,300)
------ ------ ------ ------
Net income............................ $ 15 $ 1,515 $ 3,737 $ 2,173
====== ====== ====== ======
Income per common share:
Income before extraordinary charge. $ - $ 0.24 $ 0.54 $ 0.60
Extraordinary charge............... - - - (0.22)
------ ------ ------ ------
Net income......................... $ - $ 0.24 $ 0.54 $ 0.38
====== ====== ====== ======
Weighted average number of common
shares and common stock equivalents... 7,090 6,439 6,972 5,752
====== ====== ====== ======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
LeCROY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
In thousands 1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................................... $ 3,737 $ 2,173
Adjustments for noncash items included in
operating activities:
Depreciation and amortization................... 2,254 1,549
Restructuring provision......................... 3,857 -
Extraordinary charge and other.................. 30 1,313
Change in operating asset and liability
components:
Accounts receivable............................. (6,593) (2,692)
Inventories..................................... (3,308) (1,197)
Prepaid expenses and other assets............... (1,272) (742)
Accounts payable and accrued liabilities........ 73 3,118
Accrued employee compensation and benefits...... 380 1,223
Income taxes.................................... 1,351 1,157
------- -------
Net cash provided by operating activities.......... 509 5,902
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment.............. (3,284) (2,089)
Due from officers............................... 35 40
Proceeds from the disposal of property and
equipment.................................... 38 7
------- -------
Net cash used in investing activities.............. (3,211) (2,042)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt and
capitalized leases........................... - 972
Repayment of debt and capitalized leases........ (4,869) (18,138)
Public sale of common stock..................... 6,870 15,312
Proceeds from exercise of stock rights.......... - 914
Proceeds from exercise of stock options ........ 1,964 -
------- -------
Net cash provided by (used in) financing activities 3,965 (940)
------- -------
Effect of exchange rates on cash................... (1,997) (376)
------- -------
(Decrease) increase in cash and cash equivalents... (734) 2,542
Cash and cash equivalents at beginning of the year. 10,315 1,408
------- -------
Cash and cash equivalents at end of the period..... $ 9,581 $ 3,950
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
LeCROY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basis of Presentation
In the opinion of management, the accompanying unaudited interim condensed
consolidated financial statements reflect all adjustments, of a normal and
recurring nature, necessary to present fairly the results for the interim
periods presented.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The year-end balance sheet data was derived
from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. It is suggested that
these condensed statements be read in conjunction with the Corporation's
most recent Form 10-K and Annual Report as of June 30, 1996.
Certain amounts in the accompanying unaudited interim condensed consolidated
Statement of Cash Flows for the nine months ended March 31, 1997 have been
reclassified to conform to the current presentation.
This Form 10-Q contains forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause
the Company's actual results or activities to differ materially from these
forward-looking statements include but are not limited to: the effect of
economic conditions, including the effect on purchases by the Company's
customers; competitive factors, including pricing pressures, technological
developments and products offered by competitors; changes in product sales and
mix; the Company's ability to deliver a timely flow of competitive new
products and market acceptance of these products; inventory risks due to
changes in market demand or the Company's business strategies; currency
fluctuations; the effect of the Company's accounting policies; and other
risk factors listed from time to time in the Company's reports filed with the
Securities and Exchange Commission and press releases.
Results for the interim period are not necessarily indicative of the results
that may be expected for the entire year.
Restructuring Charges
In January 1997, the Company adopted a strategic business plan to reduce costs
and improve asset utilization in its HEP business. In connection with the plan,
the Company has taken a series of reorganization actions resulting in
write-downs, principally for inventory and other asset revaluations, and
employee severance. The restructuring plan is expected to be completed by the
end of December 1997 and resulted in a charge to fiscal 1997 third quarter
results of approximately $3.9 million ($2.5 million after taxes).
Public Stock Offering
On March 31, 1997, the Company completed a secondary public offering of
1,650,000 shares of Common Stock, of which 1,330,808 shares were sold by
certain selling shareholders and 319,192 new shares were issued by the Company.
Net proceeds to the Company from this issuance amounted to $6.9 million, net
of related offering expenses, and were used primarily to repay outstanding
advances under its multicurrency revolving credit facility.
<PAGE> 7
LeCROY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Consolidated revenues for the current quarter and nine months ended March
31, 1997 increased approximately 13% and 15%, respectively, from the comparable
prior year periods, primarily as a result of a rise in sales of higher margin
digital oscilloscopes and related products. Consolidated revenues were $29.9
million for the third quarter, and represented record third quarter revenues
for the Company. Year-to-date revenues were $85.0 million, also representing
record nine month revenues for the Company. This increase in revenues was
hampered by approximately $1.5 million and $3.8 million for the current quarter
and nine months ended March 31, 1997, respectively, due to the strengthening
of the United States dollar versus the Swiss franc, Japanese yen, French franc
and the German deutschemark as compared to the exchange rates prevailing in
the same periods of the prior fiscal year.
Digital oscilloscopes and related product revenues increased 18% in the
third quarter and 21% for the nine months ended March 31, 1997 as compared to
the comparable prior year periods. Revenues from sales of digital oscilloscopes
and related products increased to $26.5 million in the third quarter and $75.5
million for the nine months ended March 31, 1997 from $22.4 million and $62.4
million in the comparable prior year periods. This increase in revenues was
primarily attributable to an increase in unit sales of the higher-end products
in the Company's 9300 family of digital oscilloscopes coupled with the
introduction of the LC series of digital oscilloscopes in the second and third
quarters of the current fiscal year. Geographically, the increase in revenues
in the United States and the rest of the world other than Europe (principally
Japan and the rest of Asia) was partially offset by a decline in revenues in
Europe.
Revenues from sales of HEP products declined 39% in the third quarter and
33% for the nine months ended March 31, 1997 as compared to the comparable
prior year periods. The Company in recent years has experienced a continuing
decrease in HEP revenues due to a variety of factors, including a decline in
United States government funding for defense and the phase-out of the Company's
digitizer products. The Company believes that revenues from sales of HEP
products, which represented approximately 6% of total revenues for the third
quarter and nine months ended March 31, 1997 as compared to approximately 11%
of total revenues in the comparable periods of fiscal 1996, are likely to
continue to represent a declining portion of its total revenues in the future,
attributable, in part, to lower anticipated order volumes. As a consequence
in January 1997, the Company adopted a strategic business plan to reduce costs
and improve asset utilization in its HEP business. Under this plan, the
Company is redirecting its engineering resources within this business unit to
focus principally on the development and sale of signal analysis chip sets and
subsystems for HEP applications as well as new commercial applications. In
connection with the plan, the Company is taking a series of reorganization
actions resulting in write-downs, principally for inventory and other asset
revaluations and employee severance. The restructuring plan is expected to be
completed by the end of December 1997 and resulted in a pretax charge to fiscal
1997 third quarter results of approximately $3.9 million ($2.5 million after
taxes).
<PAGE> 8
Gross profit for the current quarter and nine months ended March 31, 1997
was 58.2% and 57.1% of revenues, respectively, compared to 55.6% and 54.9%
for each respective prior year period. This growth was due primarily to
increased revenues from higher sales volume of certain higher margin 9300
series and LC series digital oscilloscopes and reduced HEP sales, which carry
a lower margin, reduced material costs and increased operating efficiencies
at the Company's manufacturing facility in Chestnut Ridge, New York, and
license fee revenues.
Selling, general and administrative expenses increased to $10.2 million in
the third quarter and $28.7 million for the nine months ended March 31, 1997
from $9.2 million and $25.2 million, respectively, in the comparable prior year
periods. As a percentage of total revenues, selling, general and administrative
expenses decreased to 34.0% in the third quarter and 33.7% in the nine months
ended March 31, 1997 compared to 34.7% and 34.2% in the comparable prior year
periods. As measured in dollars, these expenses increased as the Company
expanded sales management and support staff at each of its regional sales
headquarters, incurred additional sales commissions due to higher sales volume
and expanded its management and support staff.
Research and development expenses increased to $3.3 million in the current
quarter and $10.6 million in the nine months ended March 31, 1997 from $3.2
million and $9.5 million in the comparable prior year periods. The higher
dollar level of research and development expenses reflected an increase in
connection with new digital oscilloscopes and continued development of a LAN
network monitor. As a percentage of total revenues, research and development
expenses were 11.1% for the third quarter and 12.5% for the nine months ended
March 31, 1997 compared to 11.9% and 12.8% for the comparable prior year
periods.
Operating income, excluding the impact of the HEP restructuring charges,
increased 64% to $3.9 million in the third quarter and 60% to $9.3 million for
the nine months ended March 31, 1997 as compared to the comparable prior year
periods. As a percentage of total revenues, operating income, excluding the
impact of the restructuring charges, was 13.1% in the third quarter and 11.0%
for the nine months ended March 31, 1997 as compared to 9.0% and 7.9% in the
comparable prior year periods. The increase in operating income was due
primarily to increased revenues in the current year coupled with improved
operating efficiencies and other factors listed above.
Net interest and financing charges, included in other (income) expenses,
decreased to $400,000 for the nine months ended March 31, 1997 compared to
$622,000 for the nine months ended March 31, 1996. The decrease in the current
year is due primarily to reduced levels of debt, paid down from funds received
in the second quarter of fiscal 1996 from the Company's initial public
offering. Other (income) expenses, net in the nine month periods ended March
31, 1997 and 1996 included currency exchange gains of approximately $678,000
and $136,000, respectively.
The Company's effective income tax rate for the nine months ended March
31, 1997 was 35.0%. Currently, the Company's Swiss subsidiary operates under a
tax agreement with the Canton of Geneva pursuant to which the effective tax
rate on income with respect to such subsidiary is approximately 15%. This
agreement is in effect through the fiscal year ended June 30, 2000.
<PAGE> 9
Excluding the impact of the HEP restructuring charges, income before
extraordinary charge increased to $2,522,000 in the third quarter and
$6,244,000 for the nine months ended March 31, 1997 compared to $1,515,000
and $3,473,000 for the comparable prior year periods. As a percentage of total
revenues, income before extraordinary charge excluding the impact of the
restructuring charges was 8.4% in the third quarter and 7.3% for the nine
months ended March 31, 1997 compared to 5.7% and 4.7% in the comparable prior
year periods. The improvement in fiscal 1997 was due primarily to increased
revenues, improved gross margins, lower interest costs and favorable exchange
gains.
Liquidity and Capital Resources
On March 31, 1997, the Company completed a secondary public offering in
which net proceeds amounted to approximately $6.9 million and were used
primarily to repay the remaining outstanding advances under its multicurrency
revolving credit facility.
Working capital, including $9.6 million in cash and cash equivalents,
increased 10% to $35.2 million at March 31, 1997 compared to $32.0 million at
June 30, 1996 and represented a working capital ratio of 2.5 to 1.
Cash flows generated from operating activities for the first nine months
of fiscal 1997 declined in comparison with the prior year due to increases in
receivables, inventories and other current assets that exceeded improved
operating earnings.
The Company's cash and cash equivalents, together with amounts available
under its multicurrency revolving credit agreement and internally generated
cash flow will be sufficient to fund working capital and capital expenditure
requirements for at least the next twelve months.
<PAGE> 10
LeCROY CORPORATION
PART I. OTHER INFORMATION
Item 6.(a) Exhibits
Exhibit 27 Financial Data Schedule.
PART II. OTHER INFORMATION
Item 6.(b) Reports on Form 8-K
No current reports on Form 8-K were filed during the
quarter ended March 31, 1997.
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.
LECROY CORPORATION
Date: May 5, 1997 By: /S/ JOHN C. MAAG
John C. Maag
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-Q for the fiscal quarter ended March 31, 1997.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 9581
<SECURITIES> 0
<RECEIVABLES> 25898
<ALLOWANCES> 46
<INVENTORY> 20282
<CURRENT-ASSETS> 58594
<PP&E> 31808
<DEPRECIATION> 21722
<TOTAL-ASSETS> 69610
<CURRENT-LIABILITIES> 23349
<BONDS> 56
0
0
<COMMON> 68
<OTHER-SE> 45967
<TOTAL-LIABILITY-AND-EQUITY> 69610
<SALES> 85054
<TOTAL-REVENUES> 85054
<CGS> 36461
<TOTAL-COSTS> 36461
<OTHER-EXPENSES> 10610
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 400
<INCOME-PRETAX> 5743
<INCOME-TAX> 2006
<INCOME-CONTINUING> 3737
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3737
<EPS-PRIMARY> .54
<EPS-DILUTED> .53
</TABLE>
