<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 December 31, 1996
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 JANUARY 24, 1997
Common stock, par value $.01 share 5,660,133
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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
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LeCROY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, June 30,
In thousands 1996 1996
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... $ 9,394 $ 10,315
Accounts receivable............................. 24,834 20,625
Inventories:
Raw materials................................ 6,383 7,398
Work in process.............................. 7,510 6,539
Finished goods............................... 9,155 6,167
------- -------
Total inventories............................... 23,048 20,104
Other current assets............................ 2,169 1,278
------- -------
Total current assets......................... 59,445 52,322
Property and equipment, at cost:
Land............................................ 5,205 5,202
Furniture, machinery and equipment.............. 27,614 25,948
------- -------
Total property, plant and equipment.......... 32,819 31,150
Less: Accumulated depreciation and amortization. (23,204) (22,234)
------- -------
Property, plant and equipment, net........... 9,615 8,916
Other assets....................................... 1,427 1,162
------- -------
TOTAL ASSETS....................................... $ 70,487 $ 62,400
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current debt.................................... $ 727 $ 1,026
Accounts payable................................ 8,148 6,882
Accrued liabilities............................. 4,941 4,803
Accrued employee compensation and benefits...... 3,482 4,066
Income taxes payable............................ 5,027 3,504
------- -------
Total current liabilities.................... 22,325 20,281
Long-term debt and capitalized leases.............. 7,060 4,647
Deferred compensation.............................. 166 -
Commitments and contingencies......................
STOCKHOLDERS' EQUITY:
Common stock.................................... 59 59
Additional paid-in capital...................... 22,860 22,112
Treasury stock at cost.......................... (1,411) (2,334)
Foreign currency translation adjustment......... (267) 1,662
Retained earnings............................... 19,695 15,973
------- -------
Total stockholders' equity................... 40,936 37,472
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......... $ 70,487 $ 62,400
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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LeCROY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
In thousands, except per share data 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Digital oscilloscopes and
related products................ $25,619 $21,553 $49,016 $39,945
High energy physics products....... 1,761 2,237 3,597 5,056
Service and other.................. 1,382 1,023 2,546 2,212
------ ------ ------ ------
Total revenues.................. 28,762 24,813 55,159 47,213
Cost of sales......................... 12,438 11,156 23,958 21,439
------ ------ ------ ------
Gross profit....................... 16,324 13,657 31,201 25,774
Operating expenses:
Selling, general and
administrative.................. 9,373 8,321 18,505 16,006
Research and development........... 3,763 3,187 7,279 6,316
------ ------ ------ ------
Total........................... 13,136 11,508 25,784 22,322
Operating income...................... 3,188 2,149 5,417 3,452
Other (income) expenses, net.......... (149) 132 (303) 439
------ ------ ------ ------
Income before income taxes and
extraordinary charge............... 3,337 2,017 5,720 3,013
Provision for income taxes............ 1,168 706 1,998 1,055
------ ------ ------ ------
Income before extraordinary charge.... 2,169 1,311 3,722 1,958
Extraordinary charge for early
retirement of debt................. - (1,300) - (1,300)
------ ------ ------ ------
Net income............................ $ 2,169 $ 11 $ 3,722 $ 658
====== ====== ====== ======
Income per common share:
Income before extraordinary charge. $ 0.31 $ 0.21 $ 0.54 $ 0.36
Extraordinary charge............... - (0.21) - (0.24)
------ ------ ------ ------
Net income......................... $ 0.31 $ - $ 0.54 $ 0.12
====== ====== ====== ======
Weighted average number of common
shares and common stock equivalents... 6,999 6,212 6,899 5,383
====== ====== ====== ======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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LeCROY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
December 31,
In thousands 1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................................... $ 3,722 $ 658
Adjustments for noncash items included in
operating activities:
Depreciation and amortization................... 1,452 1,043
Extraordinary charge and other.................. (6) 1,300
Change in operating asset and liability
components:
Accounts receivable............................. (4,632) 1,390
Inventories..................................... (3,763) 276
Prepaid expenses and other assets............... (1,051) (314)
Accounts payable and accrued liabilities........ 1,333 173
Accrued employee compensation and benefits...... (502) 292
Income taxes.................................... 1,676 680
------ ------
Net cash (used in) provided by operating activities (1,771) 5,498
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment.............. (2,055) (1,557)
Due from officers............................... 35 26
Proceeds from the disposal of property and
equipment.................................... 8 -
------ ------
Net cash used in investing activities.............. (2,012) (1,531)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt and
capitalized leases........................... 2,328 978
Repayment of debt and capitalized leases........ (91) (17,986)
Public sale of common stock..................... - 15,312
Proceeds from exercise of stock options......... - 914
Proceeds from exercise of stock options ........ 1,671 -
------ ------
Net cash provided by (used in) financing activities 3,908 (782)
------ ------
Effect of exchange rates on cash................... (1,046) (357)
------ ------
(Decrease) increase in cash and cash equivalents... (921) 2,828
Cash and cash equivalents at beginning of the year. 10,315 1,408
------ ------
Cash and cash equivalents at end of the period..... $ 9,394 $ 4,236
====== ======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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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 six months ended December 31, 1995 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 customers; 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.
Subsequent Event
In January 1997, the Company announced a series of reorganization actions
related to its HEP operations. In connection with these actions the Company
will record a restructuring provision of $3.9 million ($2.5 million after
tax or approximately $0.36 per share). The reorganization will include
revaluation of various assets held for sale to estimated net realizable value
and employee severance.
<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 six months ended December
31, 1996 increased approximately 16% and 17%, 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 $28.8
million for the second quarter, and represented record second quarter revenues
for the Corporation. Year-to-date revenues were $55.2 million, also
representing record mid-year revenues for the Corporation. This increase in
revenues was hampered by $1.1 million and $2.3 million for the current quarter
and six months ended December 31, 1996, respectively, due to the strengthening
of the United States dollar versus the Swiss franc, Japanese yen 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 19% in the
second quarter and 23% for the six months ended December 31, 1996 as compared
to the comparable prior year periods. Revenues from sales of digital
oscilloscopes and related products increased to $25.6 million in the second
quarter and $49.0 million for the six months ended December 31, 1996 from
$21.6 million and $39.9 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 quarter of the current year.
Revenues from sales of HEP products declined 21% in the second quarter and
29% for the six months ended December 31, 1996 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 second
quarter and 7% for the six months ended December 31, 1996 as compared to
approximately 9% and 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 result of these market changes, LeCroy plans to take a series of
reorganization actions related to HEP operations during the third quarter of
fiscal 1997. The reorganization plan will include revaluation of various assets
held for sale to estimated net realizable value and employee severance,
resulting in a pretax charge of approximately $3.9 million.
Gross profit for the current quarter and six months ended December 31, 1996
was 56.8% and 56.6% of revenues, respectively, compared to 55.0% and 54.6% for
each respective prior year period. This growth was due primarily to increased
revenues from higher sales volume of certain higher margin 9300 series digital
oscilloscopes and reduced HEP sales, which carry a lower margin, coupled with
reduced material costs and increased operating efficiencies at the Company's
manufacturing facility in Chestnut Ridge, New York. The increase in gross
profit was hampered by $1.2 million for the six months ended December 31, 1996,
due to the strengthening of the United States dollar versus the Swiss franc,
Japanese yen and the German deutschemark as compared to the exchange rates
prevailing in the same periods of the prior fiscal year.
<PAGE> 8
Selling, general and administrative expenses increased to $9.4 million in
the second quarter and $18.5 million for the six months ended December 31, 1996
from $8.3 million and $16.0 million, respectively, in the comparable prior year
periods. As a percentage of total revenues, selling, general and administrative
expenses decreased to 32.6% in the second quarter and 33.5% in the six months
ended December 31, 1996 compared to 33.5% and 33.9% in the comparable prior
year periods. 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 $3.8 million in the current
quarter and $7.3 million in the six months ended December 31, 1996 from $3.2
million and $6.3 million in the comparable prior year periods. The higher
dollar level of research and development expenses reflects an increase in
materials and personnel in the development of our new introductions of color
digital oscilloscopes and development of an analog LAN network monitor. As a
percentage of total revenues, research and development expenses were 13.1% for
the second quarter and 13.2% for the six months ended December 31, 1996
compared to 12.8% and 13.4% for the comparable prior year periods.
Operating income increased 48% in the second quarter and 57% for the six
months ended December 31, 1996 as compared to the comparable prior year
periods. Operating income increased to $3.2 million in the second quarter and
$5.4 million for the six months ended December 31, 1996 from $2.1 million and
$3.5 million in the comparable prior year periods. As a percentage of total
revenues, operating income was 11.1% in the second quarter and 9.8% for the
six months ended December 31, 1996 as compared to 8.7% and 7.3% 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 $306,000 for the six months ended December 31, 1996 compared to
$576,000 for the six months ended December 31, 1995. 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. Operating results in the six month periods ended December 31, 1996
and 1995 included currency exchange gains of approximately $609,000 and
$137,000, respectively.
The Company's effective income tax rate for the six months ended December
31, 1996 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.
LeCroy achieved record quarterly income in the second quarter of fiscal
1997. Income before extraordinary charge increased to $2,169,000 in the second
quarter and $3,722,000 for the six months ended December 31, 1996 from
$1,311,000 and $1,958,000 for the comparable prior year periods. Income before
extraordinary charge as a percentage of total revenues was 7.5% in the second
quarter and 6.7% for the six months ended December 31, 1996 compared to 5.3%
and 4.2% 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.
<PAGE> 9
Liquidity and Capital Resources
The financial condition of LeCroy is sound with a funded debt to total
capital ratio of 16% at December 31, 1996. Working capital, including $9.4
million in cash and cash equivalents, increased to $37.1 million at December
31, 1996 which represented a working capital ratio of 2.7 to 1 compared to
$32.0 million or 2.6 to 1, at June 30, 1996.
Cash flows generated from operating activities for the first half 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 December 31, 1996.
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: February 3, 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 December 31, 1996.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
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<PERIOD-END> DEC-31-1996
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<BONDS> 7060
0
0
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</TABLE>
