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 September 30, 2000
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: (845) 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 OCTOBER 23, 2000
----- -------------------------------
Common stock, par value $.01 share 8,480,404
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LECROY CORPORATION
INDEX
Page
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 11
PART II OTHER INFORMATION 12
Signatures 12
2
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LECROY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
September 30, June 30,
In thousands 2000 2000
---------------------------------------------------------------------------------------------------------------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 17,263 $ 9,022
Accounts receivable, net 23,069 27,788
Inventories, net 25,420 24,389
Other current assets 2,261 1,953
Net assets of discontinued operations 820 5,025
-------- --------
Total current assets 68,833 68,177
Property and equipment, net 14,731 15,093
Marketable securities 2,364 2,870
Other assets 15,579 14,709
-------- --------
TOTAL ASSETS $101,507 $100,849
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current debt $ 3,149 $ 11,000
Accounts payable 17,651 16,309
Accrued expenses and other liabilities 18,341 16,739
-------- --------
Total current liabilities 39,141 44,048
Deferred compensation 768 -
Redeemable convertible preferred stock 8,580 8,492
Stockholders' equity:
Common stock 83 78
Additional paid-in capital 47,709 41,911
Warrants to purchase common stock 3,214 1,848
Accumulated other comprehensive loss (6,221) (4,629)
Retained earnings 8,233 9,101
-------- --------
Total stockholders' equity 53,018 48,309
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $101,507 $100,849
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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LECROY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Three months ended
September 30,
In thousands, except per share data 2000 1999
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Digital oscilloscopes and related products $26,356 $23,623
High energy physics products 987 1,437
Service and other 1,790 1,846
------- -------
Total revenues 29,133 26,906
Cost of sales 14,495 13,897
------- -------
Gross profit 14,638 13,009
Operating expenses:
Selling, general and administrative 9,889 8,913
Research and development 3,881 3,974
------- -------
Total operating expenses 13,770 12,887
------- -------
Operating income 868 122
Other expenses, net 2 210
------- -------
Income (loss) from continuing operations before income taxes 866 (88)
Provision (benefit) for income taxes 100 (28)
------- -------
Income (loss) from continuing operations 766 (60)
Discontinued operations:
Loss from discontinued operations, net of tax benefit
of $699 in fiscal 2000 (2,399) (1,635)
Gain on sale 854 -
------- -------
Loss from discontinued operations (1,545) (1,635)
------- -------
Net loss (779) (1,695)
Charges related to convertible preferred stock 89 84
------- -------
Net loss applicable to common shareholders $ (868) $(1,779)
======= =======
Loss per basic and diluted common share:
Income (loss) from continuing operations $ 0.08 $ (0.02)
Loss from discontinued operations (0.19) (0.21)
------- -------
Net loss $ (0.11) $ (0.23)
======= =======
Weighted average number of basic and diluted common shares outstanding 8,153 7,708
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
LECROY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Three Months Ended
September 30,
In thousands 2000 1999
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (779) $(1,695)
Adjustments for noncash items included in operating activities:
Depreciation and amortization 1,217 1,322
Change in operating asset and liability components:
Accounts receivable 2,956 4,130
Inventories (1,137) (3,219)
Prepaid expenses and other assets (679) (250)
Accounts payable, accrued expenses and other liabilities, and deferred
Compensation (1,278) (41)
------- -------
Net cash provided by operating activities 300 247
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (999) (1,464)
Investment in computer software (377) (206)
Proceeds from sale of business segment 12,000 -
------- -------
Net cash provided by (used in) investing activities 10,624 (1,670)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term debt 149 (899)
Borrowings under line of - 4,900
Repayment of borrowings under line of credit (8,000) -
Proceeds from the issuance of common stock 4,770 -
Proceeds from exercise of stock options 165 80
Costs related to the issuance of preferred stock - (47)
------- -------
Net cash (used in ) provided by financing activities (2,916) 4,034
------- -------
Effect of exchange rate changes on cash 233 216
------- -------
Increase in cash and cash equivalents 8,241 2,827
Cash and cash equivalents at beginning of the period 9,022 1,791
------- -------
Cash and cash equivalents at end of the period $17,263 $ 4,618
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
LECROY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. 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 Company's most recent Form 10-K and
Annual Report as of June 30, 2000.
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; risks
due to an interruption in supply or an increase in price for the Company's
parts, components and subassemblies; 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.
2. DISCONTINUED OPERATIONS
In August 2000, the Company announced its intention to divest its Vigilant
Networks segment, which was comprised of its Vigilant Networks, Inc. and
Digitech Industries, Inc. subsidiaries. On August 25, 2000, the Company closed
on the sale of the assets and business of Vigilant and a portion of the assets
and business of Digitech for gross proceeds of $12.0 million in cash. The buyer
also assumed certain liabilities of Vigilant. In connection with the sale, the
Company issued warrants to purchase 200,000 shares of LeCroy Common Stock at
$10.05 per share to the buyer. Using the Black-Scholes option pricing model,
these warrants were valued at approximately $1.3 million. The remaining business
of Digitech will be discontinued. After deducting the value of these warrants,
along with fees and certain retained liabilities, the Company recorded a gain on
the sale of the assets and business of $854,000.
The Condensed Consolidated Statements of Operations have been restated to
segregate the operating results of the Vigilant Networks segment and to report
them as "Loss from discontinued operations" for all periods presented. Operating
losses of the segment prior to the measurement date as a discontinued operation
were $2.4 million in the first quarter of fiscal 2001. In addition, the net
assets of the Vigilant Networks segment that were sold in August 2000, along
with the assets related to any remaining portion of the Vigilant Networks
segment not included in the sale but which will be discontinued, have been
reclassified as "Net assets of discontinued operations" on the Consolidated
Balance Sheet for all periods presented.
3. COMPREHENSIVE INCOME (LOSS)
For the three months ended September 30, 2000, the Company's comprehensive
loss totaled $2.4 million, compared to a comprehensive income of $3.3 million
for the three months ended September 30, 1999. Comprehensive loss for the three
months ended September 30, 2000 included foreign currency translation losses of
$1.3 million and unrealized losses on
6
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LECROY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED)
marketable equity securities classified as available for sale of $307,000.
Comprehensive income for the three months ended September 30, 1999 included
foreign currency translation gains of $1.0 million and unrealized gains on
marketable equity securities classified as available for sale of $4.0 million.
The cumulative foreign currency translation losses were $6.8 million at
September 30, 2000 and $5.5 million at June 30, 2000. The cumulative unrealized
gains on marketable equity securities classified as available for sale were
$561,000 at September 30, 2000 and $868,000 at June 30, 2000.
4. INVENTORIES
Inventories, including demonstration units in finished goods, are stated at
the lower of cost (first-in, first-out method) or market.
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
---- ----
<S> <C> <C>
Raw materials................................................ $ 7,440 $ 6,863
Work in process.............................................. 6,810 7,348
Finished goods............................................... 11,170 10,178
------- -------
$25,420 $24,389
======= =======
</TABLE>
5. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
---- ----
<S> <C> <C>
Land and building............................................ $11,821 $11,729
Furniture, machinery and equipment........................... 26,285 28,098
------- -------
38,106 39,827
Less: Accumulated depreciation and amortization.............. (23,375) (24,734)
------- -------
Property and equipment, net.................................. $14,731 $15,093
======= =======
</TABLE>
6. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following:
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
---- ----
<S> <C> <C>
Compensation and benefits.................................... $ 5,979 $ 6,527
Income taxes................................................. 3,067 3,247
Other........................................................ 9,295 6,965
------- -------
$18,341 $16,739
======= =======
</TABLE>
7. CAPITAL STOCK
In August 2000, the Company sold 517,520 shares of its Common Stock for
gross proceeds of $5.2 million. Proceeds from this sale of securities will be
used to repay existing indebtedness, fund working capital requirements and other
general corporate purposes.
7
<PAGE>
LECROY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED)
In July 2000, the Company issued 100,000 shares of its Common Stock to
acquire all of the outstanding common stock of Lightspeed Electronics
Corporation ("Lightspeed"). The acquisition of Lightspeed was recorded using the
purchase method of accounting. The excess of cost over net assets acquired of
$984,000 will be amortized over five years.
8. SUBSEQUENT EVENTS
On October 11, 2000, the Company closed on a three-year $15.0 million
revolving line of credit with the Bank of New York, which will provide funds for
general corporate purposes. Borrowings under this line will bear interest at
prime plus a margin of between .25% and 1.25%, or LIBOR plus a margin of between
1.5% and 2.5%, depending on the Company's Leverage Ratio.
8
<PAGE>
LECROY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CONSOLIDATED RESULTS OF OPERATIONS
The following table indicates the percentage of total revenues represented
by each item in the Company's Consolidated Statements of Operations for the
three months ended September 2000 and 1999. On August 25, 2000, the Company sold
substantially all of the assets and business of its Vigilant segment.
Accordingly, the results of operations of this business segment have been
reflected as discontinued operations.
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
---- ----
<S> <C> <C>
Revenues:
Digital oscilloscopes and related products................................... 90.5% 87.8%
High energy physics products................................................. 3.4 5.3
Service and other............................................................ 6.1 6.9
----- -----
Total revenues............................................................ 100.0 100.0
Cost of sales..................................................................... 49.8 51.7
----- -----
Gross profit ..................................................................... 50.2 48.3
Operating expenses:
Selling, general and administrative.......................................... 33.9 33.1
Research and development..................................................... 13.3 14.8
----- -----
Total operating expenses.................................................. 47.2 47.9
Operating income.................................................................. 3.0 0.4
Other (expenses) income, net...................................................... 0.0 (0.8)
----- -----
Income from continuing operations before income taxes............................. 3.0 (0.4)
Provision for income taxes........................................................ 0.4 (0.1)
----- -----
Income (loss) from continuing operations.......................................... 2.6 (0.3)
Discontinued Operations:
Loss from discontinued operations, net of tax................................... (8.2) (6.1)
Gain on Sale 2.9 0.0
----- -----
Net loss.......................................................................... (2.7)% (6.4)%
===== =====
</TABLE>
Total revenues were $29.1 million in the first quarter of fiscal 2001,
compared to $26.9 million in the first quarter of fiscal 2000, an increase of
8.2%, or $2.2 million. This increase was due to an improvement in the data
storage market over a poor first quarter of fiscal 2000, as well as continued
strong growth in the Power Measurement and Communications markets. In addition,
revenue increased due to the success of a new 1.5 GHz oscilloscope introduced in
the second quarter of fiscal 2000.
Gross profit margin was 50.2% in the first quarter of fiscal 2001, compared
to 48.3% in the first quarter of fiscal 2000. This improvement was due to a
favorable mix of higher margin products, including the 1.5 GHz oscilloscope
noted above, along with the absence of product discounting that occurred under
the difficult market conditions existing in the first quarter of fiscal 2000.
Selling, general and administrative expense increased by 11.0% or $1.0
million, from $8.9 million in the first quarter of fiscal 2000 to $9.9 million
in the first quarter of fiscal 2001. As a percentage of sales, selling, general
and administrative expenses were 33.9% in the first quarter of fiscal 2001,
compared to 33.1% in the first quarter of fiscal 2000. The increase as a
percentage of sales was primarily due to a reduction in the amount of general
and administrative costs allocated to the discontinued Vigilant operation.
9
<PAGE>
Research and development expense in the first quarter of fiscal 2001 was
$3.9 million, compared to $4.0 million in the first quarter of fiscal 2000, a
decrease of 2.3%, or $0.1 million. As a percentage of sales, research and
development expense decreased from 14.8% in the first quarter of fiscal 2000 to
13.3% in the first quarter of fiscal 2001 primarily due to the leveraging of
costs over higher revenues.
Other expense, net, which consists primarily of net interest expense and
foreign exchange gains or losses, was $2,000 in the first quarter of fiscal
2001, compared with $210,000 in the first quarter of fiscal 2000. This decrease
was due to lower net interest expense on lower borrowings and higher invested
cash balances, as well as higher foreign exchange gains.
As a result of the above, the Company reported income from continuing
operations of $766,000 in the first quarter of fiscal 2001, compared to a loss
from continuing operations of $60,000 in the first quarter of fiscal 2000.
The Company's effective tax rate was 11.5% in the first quarter of fiscal
2001, compared to 31.8% in the first quarter of fiscal 2000. The tax provision
for the first quarter of fiscal 2001 was comprised primarily of tax on income
generated by certain of the Company's foreign subsidiaries and U.S. based state
franchise taxes.
During the first quarter of fiscal 2001, the Company decided to discontinue
its Vigilant Networks segment and it closed on the sale of a substantial portion
of its assets and business. Operating losses of the segment prior to the
measurement date as a discontinued operation were $2.4 million in the first
quarter of fiscal 2001, compared to operating losses of $1.6 million, net of a
$699,000 tax benefit, for the first quarter of fiscal 2000. The Company recorded
a gain on the sale of the assets and business of the segment of $854,000.
LIQUIDITY AND CAPITAL RESOURCES
Working capital was $29.7 million at September 30, 2000, which represented
a working capital ratio of 1.8 to 1, compared to $24.1 million, or 1.5 to 1, at
June 30, 2000.
Net cash provided by operating activities for the first quarter of fiscal
2001 was $300,000, compared with $247,000 in the first quarter of fiscal 2000.
Lower net losses in fiscal 2001 were substantially offset by an increased use of
cash for working capital.
Net cash provided by (used in) investing activities for the first quarter
of fiscal 2001 was $10.6 million, compared with $(1.7) million in the first
quarter of fiscal 2000. The increase in cash provided by investing activities
was primarily due to the gross proceeds of $12.0 received from the sale of the
assets and business of the Vigilant Networks segment.
Net cash (used in) provided by financing activities for the first quarter
of fiscal 2001 was $(2.9) million, compared with $4.0 million in the first
quarter of fiscal 2000. The increase in cash used in financing activities was
due to the repayment of borrowings under the Company's credit facility partially
offset by the proceeds from the sale of 517,520 shares of the Company's Common
Stock.
On October 11, 2000, the Company closed on a three-year $15.0 million
revolving line of credit with the Bank of New York, which will provide funds for
general corporate purposes. Borrowings under this line will bear interest at
prime plus a margin of between .25% and 1.25%, or LIBOR plus a margin of between
1.5% and 2.5%, depending on the Company's Leverage Ratio.
The Company believes that its cash on hand, cash flow generated by its
continuing operations and availability under its revolving credit agreement will
be sufficient to fund working capital and capital expenditure requirements for
at least the next twelve months.
10
<PAGE>
RISK MANAGEMENT
The Company's investment in the common stock of Iwatsu, which is recorded
in "Marketable securities" on the Consolidated Balance Sheet, is subject to the
impact of fluctuations in foreign exchange rates and in the Japanese stock
market. As of September 30, 2000, Japanese stock market and currency
fluctuations resulted in a cumulative increase of approximately $0.6 million to
the remaining investment's original cost. The change in the value of this
investment, which is deemed temporary, is included as part of "Accumulated other
comprehensive loss" on the Consolidated Balance Sheet and, accordingly, not in
net income or loss.
NEW PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements," which summarizes certain of the SEC Staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. Prior to the adoption of SAB 101, the Company's policy has been to
recognize license fee revenue when a non-refundable fee was received and, from
the Company's perspective, all of its significant obligations under the license
agreement were completed. Under SAB 101, such license agreements are deemed to
be multiple element agreements that, among other elements, include various
exclusivity clauses. In addition, SAB 101 requires such license fee agreements
to be analyzed from the licensee's perspective as to the ongoing requirements or
expectations of the agreements. As such, under SAB 101, certain of the Company's
previously recognized license fee revenue will be deferred and recognized in
future periods over the term of the agreements. The Company's preliminary
estimate is that if SAB 101 was adopted as of June 30, 2000, it would result in
a charge for the cumulative effect of a change in accounting principle and the
establishment of deferred revenue of approximately $8.5 million. The Company had
previously intended to adopt the provisions of SAB 101 in the first quarter of
fiscal 2001. However, it has determined that it needs additional time to
consider newly issued guidance provided by the SEC. It now intends to adopt SAB
101 in the fourth quarter of fiscal 2001.
11
<PAGE>
LECROY CORPORATION
PART II. OTHER INFORMATION
ITEM 6.(A) EXHIBITS
Exhibit 3.3 Amendment to the By-Laws of the Registrant, dated August 16,
2000.
Exhibit 10.33 Amendment to the LeCroy Corporation Amended and Restated 1993
Stock Incentive Plan, dated August 16, 2000.
Exhibit 10.34 Amendment to the LeCroy Corporation 1998 Non-Employee Director
Stock Option Plan, dated August 16, 2000.
Exhibit 10.35 Amendment to the LeCroy Corporation 1998 Non-Employee Director
Stock Option Plan, dated October 25, 2000.
Exhibit 10.36 Credit Agreement, dated October 11, 2000, between the
Registrant and The Bank of New York, as Administrative Agent.
Exhibit 27 Financial Data Schedule.
ITEM 6.(B) REPORTS ON FORM 8-K
No current reports on Form 8-K were filed during the quarter
ended September 30, 2000.
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.
LECROY CORPORATION
Date: November 3, 2000 By: /S/ Raymond F. Kunzmann
-------------------
Raymond F. Kunzmann
Vice President and Chief
Financial Officer, Secretary
and Treasurer
13
