United States Securities and Exchange Commission
Washington, DC 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 JuneSeptember 30, 2013
 
[   ]
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 001-09014
 
ChyronHego Corporation
(Exact name of registrant as specified in its charter)

New York 11-2117385
(State or other jurisdiction of incorporation or organization) 
(I.R.S. Employer Identification No.)
 
5 Hub Drive, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
 
(631) 845-2000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
      Yes [x]     No [  ]

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).         [x] Yes        [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ]
(do not check if a smaller reporting company)
 Smaller reporting company [x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes [  ]     No [x]

The number of shares outstanding of the issuer's common stock, par value $.01 per share, on August 9,November 11, 2013 was 30,110,068.30,761,434.

 
1
 

CHYRONHEGO CORPORATION

INDEX

PART IFINANCIAL INFORMATIONPage
   
Item 1.Financial Statements 
   Consolidated Balance Sheets as of JuneSeptember 30, 2013 (unaudited) and 
 
    December 31, 2012
3
   
   Consolidated Statements of Operations for the Three and SixNine Months 
 
    ended JuneSeptember 30, 2013 and 2012 (unaudited)
4
   
   Consolidated Statements of Comprehensive Income (Loss) for the 
     Three and SixNine Months ended JuneSeptember 30, 2013 and
     2012 (unaudited)
5
   
   Consolidated Statements of Cash Flows for the SixNine Months 
 
    ended JuneSeptember 30, 2013 and 2012 (unaudited)
6
   
 
  Notes to Consolidated Financial Statements (unaudited)
7
   
Item 2.Management's Discussion and Analysis of Financial Condition 
 
  and Results of Operations
2021
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
2627
   
Item 4.
Controls and Procedures
2628
   
PART IIOTHER INFORMATION 
   
Item 1.
Legal Proceedings
2628
   
Item 1A.
Risk Factors
2729
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
2829
   
Item 3.
Defaults Upon Senior Securities
2829
   
Item 4.
Mine Safety Disclosures
2829
   
Item 5.
Other Information
2829
   
Item 6.
Exhibits
2930

 
2
 

PART I   FINANCIAL INFORMATION
Item 1.    Financial Statements
CHYRONHEGO CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

 Unaudited     Unaudited    
 June 30,  December 31,  September 30,  December 31, 
Assets 2013  2012  2013  2012 
Current assets:            
Cash and cash equivalents
 $2,189  $2,483  $2,701  $2,483 
Accounts receivable, net
  9,958   5,630   10,203   5,630 
Inventories, net
  2,686   2,285   3,019   2,285 
Prepaid expenses and other current assets   1,987   626   2,498   626 
Total current assets
  16,820   11,024   18,421   11,024 
                
Property and equipment, net
  3,364   1,347   4,333   1,347 
Intangible assets, net
  10,238   559   9,603   559 
Goodwill
  16,621   2,066   17,118   2,066 
Deferred tax asset
  253   -   309   - 
Other assets   191   119   178   119 
TOTAL ASSETS
 $47,487  $15,115  $49,962  $15,115 
   
Liabilities and Shareholders' EquityLiabilities and Shareholders' Equity Liabilities and Shareholders' Equity 
Current liabilities:                
Accounts payable and accrued expenses
 $8,977  $3,100  $9,369  $3,100 
Deferred revenue
  4,239   3,637   4,717   3,637 
Due to related parties
  669   -   712   - 
Current portion of pension liability
  377   278   377   278 
Short-term debt
  1,269   280   1,673   280 
Capital lease obligations
  224   20   227   20 
Total current liabilities
  15,755   7,315   17,075   7,315 
                
Contingent consideration
  7,555   -   8,433   - 
Pension liability
  4,069   3,873   4,076   3,873 
Deferred revenue
  986   1,198   888   1,198 
Long-term debt
  575   397   1,508   397 
Other liabilities
  657   351   654   351 
Total liabilities
  29,597   13,134   32,634   13,134 
                
Commitments and contingencies                
                
Shareholders' equity:                
Preferred stock, par value $1.00, without designation                
Authorized - 1,000,000 shares, Issued - none                
Common stock, par value $.01                
Authorized - 150,000,000 shares                
Issued and outstanding - 30,094,464 at June 30, 2013        
Issued and outstanding - 30,334,263 at September 30, 2013        
and 17,135,239 at December 31, 2012
  301   171   303   171 
Additional paid-in capital
  103,103   84,539   103,494   84,539 
Accumulated deficit
  (83,406)  (80,404)  (84,483)  (80,404)
Accumulated other comprehensive loss
  (2,255)  (2,325)  (2,163)  (2,325)
Total ChyronHego Corporation shareholders' equity
  17,743   1,981   17,151   1,981 
Non controlling interests
  147   -   177   - 
Total shareholders' equity
  17,890   1,981   17,328   1,981 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 $47,487  $15,115  $49,962  $15,115 


See Notes to Consolidated Financial Statements (unaudited)

 
3
 

CHYRONHEGO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

(Unaudited)

 Three Months  Six Months 
 Ended June 30,  Ended June 30,  Three Months  Nine Months 
 2013  2012  2013  2012  Ended September 30,  Ended September 30, 
             2013  2012  2013  2012 
Product revenues
 $6,744  $5,771  $12,718  $11,573  $7,697  $4,861  $20,415  $16,434 
Service revenues
  3,972   1,913   6,015   3,988   6,262   2,387   12,277   6,375 
Total revenues
  10,716   7,684   18,733   15,561   13,959   7,248   32,692   22,809 
                                
Cost of sales
  3,385   2,365   5,680   4,700   5,210   2,325   10,890   7,025 
Gross profit
  7,331   5,319   13,053   10,861   8,749   4,923   21,802   15,784 
                                
Operating expenses:                                
Selling, general and administrative
  6,836   4,479   11,587   9,164   6,487   4,114   18,074   13,278 
Research and development
  2,345   1,929   4,125   3,860   2,399   1,822   6,524   5,682 
Change in fair value of contingent                
consideration
  878   -   933   - 
                                
Total operating expenses
  9,181   6,408   15,712   13,024   9,764   5,936   25,531   18,960 
                                
Operating loss
  (1,850)  (1,089)  (2,659)  (2,163)  (1,015)  (1,013)  (3,729)  (3,176)
                                
Interest expense, net
  (95)  (4)  (109)  (9)  (94)  (7)  (203)  (16)
                                
Other loss, net
  (39)  (13)  (122)  (6)
Other income (loss), net
  30   18   (37)  12 
                                
Loss before taxes
  (1,984)  (1,106)  (2,890)  (2,178)  (1,079)  (1,002)  (3,969)  (3,180)
                                
Income tax (expense) benefit, net
  (93)  476   (104)  597 
Income tax benefit (expense), net
  32   302   (72)  899 
                                
Net loss
  (2,077)  (630)  (2,994)  (1,581)  (1,047)  (700)  (4,041)  (2,281)
                                
Less: Net income attributable to                
Non controlling interests
  8   -   8   - 
Less: Net income attributable to non                
controlling interests
  30   -   38   - 
                                
Net loss attributable to ChyronHego                                
shareholders
 $(2,085) $(630) $(3,002) $(1,581) $(1,077) $(700) $(4,079) $(2,281)
                                
Net loss per share attributable to                                
ChyronHego shareholders- basic
 $(0.09) $(0.04) $(0.15) $(0.09)
ChyronHego shareholders - basic
 $(0.04) $(0.04) $(0.17) $(0.13)
                                
Net loss per share attributable to                                
ChyronHego shareholders- diluted
 $(0.09) $(0.04) $(0.15) $(0.09)
ChyronHego shareholders - diluted
 $(0.04) $(0.04) $(0.17) $(0.13)
                                
Weighted average shares outstanding:                                
Basic
  22,989   16,898   20,191   16,852   30,236   17,023   23,576   16,910 
Diluted
  22,989   16,898   20,191   16,852   30,236   17,023   23,576   16,910 

See Notes to Consolidated Financial Statements (unaudited)

 
4
 

CHYRONHEGO CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)

(Unaudited)




 Three Months  Nine Months 
 Three Months  Six Months  Ended  Ended 
 Ended June 30,  Ended June 30,  September 30,  September 30, 
 2013  2012  2013  2012  2013  2012  2013  2012 
                        
Net loss
 $(2,077) $(630) $(2,994) $(1,581) $(1,047) $(700) $(4,041) $(2,281)
                                
Other comprehensive income (loss):                                
                                
Foreign currency translation adjustment
  90   (7)  70   3   92   9   162   12 
                                
Comprehensive loss
  (1,987)  (637)  (2,924)  (1,578)  (955)  (691)  (3,879)  (2,269)
                                
Less: Comprehensive income attributable                                
to non controlling interests
  8   -   8   -   30   -   38   - 
                                
Comprehensive loss attributable to                                
ChyronHego Corporation
 $(1,995) $(637) $(2,932) $(1,578) $(985) $(691) $(3,917) $(2,269)
                

















See Notes to Consolidated Financial Statements (unaudited)




 
5
 

CHYRONHEGO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 Six Months  Nine Months Ended 
 Ended June 30,  September 30, 
 2013  2012  2013  2012 
Cash Flows from Operating Activities            
Net loss
 $(2,994) $(1,581) $(4,041) $(2,281)
Adjustments to reconcile net loss to net cash from                
operating activities:                
Depreciation and amortization
  768   441   1,755   687 
Deferred tax allowance
  372   -   885   - 
Deferred income tax benefit
  (316)  (620)  (858)  (926)
Inventory provisions
  -   10   50   10 
Share-based payment arrangements
  2,384   479   2,641   719 
Shares issued for 401(k) match
  128   153   179   220 
Change in fair value of contingent consideration
  933   - 
Other
  55   (19)  427   (41)
Changes in operating assets and liabilities, net of acquisition:        
Changes in operating assets and liabilities, net of acquisitions:        
Accounts receivable
  (1,631)  98   (1,649)  793 
Inventories
  (401)  101   (784)  (661)
Prepaid expenses and other assets
  (69)  (99)  (472)  46 
Accounts payable and accrued expenses
  1,837   (28)  1,828   (202)
Deferred revenue
  52   347   432   623 
Other liabilities
  339   (265)  410   (352)
Net cash provided by (used in) operating activities
  524   (983)  1,736   (1,365)
                
Cash Flows from Investing Activities                
Acquisitions of property and equipment
  (714)  (323)  (1,648)  (534)
Purchase of business, net of cash acquired
  (28)  - 
Purchase of businesses, net of cash acquired
  14   - 
Net cash used in investing activities
  (742)  (323)  (1,634)  (534)
                
Cash Flows from Financing Activities                
Proceeds from borrowings
  222   -   280   - 
Proceeds from revolving credit facilities, net
  315   - 
Proceeds from exercise of stock options
  2   -   6   1 
Payments on capital lease obligations
  (102)  (19)  (134)  (28)
Repayments on debt
  (213)  (135)  (399)  (135)
Net cash used in financing activities
  (91)  (154)
Net cash provided by (used in) financing activities
  68   (162)
                
Effect of exchange rate changes on cash and cash equivalents
  15   -   48   - 
                
Change in cash and cash equivalents
  (294)  (1,460)  218   (2,061)
Cash and cash equivalents at beginning of period
  2,483   4,216   2,483   4,216 
Cash and cash equivalents at end of period
 $2,189  $2,756  $2,701  $2,155 
                
Supplemental Cash Flow Information:                
Common stock issued for acquisition
 $16,591   -  $16,591   - 
Contingent consideration for acquisition
 $7,500   -   7,500   - 
Debt incurred for acquisition
  1,044   - 



See Notes to Consolidated Financial Statements (unaudited)

 
6
 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1.           BASIS OF PRESENTATION

Nature of Business

On May 22, 2013 Chyron Corporation ("Chyron") acquired the outstanding stock of Hego Aktiebolag ("Hego" or "Hego AB"), creatingand changed its name to ChyronHego Corporation (the "Company" or "ChyronHego"). Hego is a global graphics services company based in Stockholm, Sweden that develops real-time graphics products for the broadcast and sports industries. The companies combined in a cash and stock-for-stock transaction and the Company will continuehas continued to trade on the NASDAQ under the symbol "CHYR." The combination of these two companies, which is referred to in these consolidated financial statements as the "Business Combination," forms a leading global provider of broadcast graphics creation, playout and real-time data visualization.

General

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany amounts have been eliminated. The results of operations include the operating results of Hego since the completion of the Business Combination on May 22, 2013. See Note 8 of these consolidated financial statements.

In the opinion of management of the Company, the unaudited consolidated interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company as of JuneSeptember 30, 2013 and the consolidated results of its operations, its comprehensive income (loss) and its cash flows for the periods ended JuneSeptember 30, 2013 and 2012. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2013. In addition, management is required to make estimates and assumptions that affect the amounts reported and related disclosures. Estimates made by management include inventory valuations, stock and bonus compensation, allowances for doubtful accounts, income taxes, pension assumptions, allocations of purchase price, contingent consideration, valuation of intangible assets and reserves for warranty and incurred but not reported health insurance claims. Estimates, by their nature, are based on judgment and available information. Also, during interim periods, certain costs and expenses are allocated among periods based on an estimate of time expired, benefit received, or other activity associated with the periods. Accordingly, actual results could differ from those estimates. The Company has not segregated its cost of sales between costs of products and costs of services as it is not practicable to segregate such costs. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. The December 31, 2012 figures included herein were derived from such audited consolidated financial statements.

 
7
 

Recent Accounting Pronouncements

In February 2013, the FASBFinancial Accounting Standards Board ("FASB") issued amendments to disclosure requirements for presentation of comprehensive income. The standard requires presentation (either in a single note or parenthetically on the face of the financial statements) of the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, a cross reference to the related footnote for additional information will be required. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The implementation of the amended accounting guidance has not had a material impact on the Company's consolidated financial position or results of operations.
 
In February 2013, the FASB issued new accounting guidance clarifying the accounting for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The implementation of the new accounting guidance is not expected to have a material impact on the Company's consolidated financial position or results of operations.

In March 2013, the FASB issued amendments to address the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments are effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2013 (early adoption is permitted). The implementation of the amended accounting guidance is not expected to have a material impact on the Company's consolidated financial position or results of operations.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of stock options and restricted stock units are reflected in diluted net income (loss) per share by applying the treasury stock method.

The Company recorded net losses for the three and sixnine months ended JuneSeptember 30, 2013 and 2012. Potential common shares are anti-dilutive in periods in which the Company records a net loss because they would reduce the respective period's net loss per share. Anti-dilutive potential common shares are excluded from the calculation of diluted earnings per share. As a result, net diluted loss per share was equal to basic net loss per share in all periods presented.


 
8
 

Shares used to calculate net loss per share are as follows (in thousands):

Three Months Nine Months
Three Months Six MonthsEnded Ended
Ended June 30, Ended June 30,September 30, September 30,
20132012 2013201220132012 20132012
Basic weighted average shares outstanding22,98916,898 20,19116,85230,23617,023 23,57616,910
Effect of dilutive stock options- --- --
Effect of dilutive restricted stock units          -           -          -          -           -         -
Diluted weighted average shares outstanding22,98916,898 20,19116,85230,23617,023 23,57616,910
        
Weighted average shares which are not included        
in the calculation of diluted earnings (loss)        
per share because their impact is anti-dilutive:        
Stock options3,3402,738 3,1722,6842,4093,444 2,9183,301
Restricted stock units         -    186       60    190         -    379       40    475
 3,340 2,924  3,232 2,874 2,409 3,823  2,958 3,776

2.           LONG-TERM INCENTIVE PLANS

Pursuant to the 2008 Long-term Incentive Plan (the "Plan"), the Company may grant stock options (non-qualified or incentive), stock appreciation rights, restricted stock, restricted stock units and other share-based awards to employees, directors and other persons who serve the Company. The Plan is overseen by the Compensation Committee of the Board of Directors, which approves the timing and circumstances under which share-based awards may be granted. At JuneSeptember 30, 2013 there were 3.5 million shares available to be granted under the Plan, which includes 3.0 million shares that were approved for issuance under the Plan by the Company's stockholders in May 2013. The Company issues new shares to satisfy the exercise or release of share-based awards. Under the provisions of FASB Accounting Standards Codification ("ASC") Topic 718, Stock Compensation, all share-based payments are required to be recognized in the statement of operations based on their fair values at the date of grant.

The fair value of each option award is estimated using a Black-Scholes option valuation model. Expected volatility is based on the historical volatility of the price of the Company's stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option. The Company uses historical data to estimate expected dividend yield, expected life and forfeiture rates. Options generally have a life of 10 years and have either time-based or performance-based vesting features. Time-based awards generally vest over a three year period, while the performance-based awards vest upon the achievement of specific performance targets. There were no options granted during the three months ended JuneSeptember 30, 2013. The fair values of the options granted during the three months ended JuneSeptember 30, 2012 and the sixnine months ended JuneSeptember 30, 2013 and 2012, were estimated based on the following weighted average assumptions:

 
9
 


 Three Months  Nine Months 
 Three Months  Six Months  Ended  Ended 
 Ended June 30,  Ended June 30,  September 30,  September 30, 
 2012  2013  2012  2012  2013  2012 
Expected volatility  68.49%  76.23%  69.44%  73.18%  76.23%  71.46%
Risk-free interest rate  0.94%  1.06%  1.32%  0.52%  1.06%  0.56%
Expected dividend yield  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%
Expected life (in years)  6.0   6.0   6.0   6.0   6.0   6.0 
Estimated fair value per option granted $0.85  $0.87  $0.97  $0.55  $0.87  $0.70 

The following table presents a summary of the Company's stock option activity for the sixnine months ended JuneSeptember 30, 2013:

 Number of
     Options    
Outstanding at January 1, 20134,294,273 
  Granted60,000 
  Exercised(52,428)(57,241)
  Forfeited and cancelled  (112,918)(203,873)
Outstanding at JuneSeptember 30, 20134,188,927 4,093,159 

The Company also grants restricted stock units, or RSUs, that entitle the holder to a share of Company common stock. The fair value of an RSU is equal to the market value of a share of common stock on the date of grant.

The following table presents a summary of the Company's RSU activity for the sixnine months ended JuneSeptember 30, 2013:

 Shares
Nonvested at January 1, 2013343,161 
  Granted329,164 
  Vested(672,325)
Nonvested at JuneSeptember 30, 2013            -  

On May 22, 2013 the Business Combination of Chyron and Hego, as discussed in Note 8 to these Consolidated Financial Statements, constituted a change in control under the Company's long-term incentive plans. As a result, at the closing of the Business Combination, all outstanding awards became immediately exercisable and fully vested, without regard to any time and/or performance vesting conditions. As a result, the Company recorded a charge in the three months ended June 30, 2013 of $1.3 million, representing the unamortized expense related to the vesting of such equity awards.


10

On May 2, 2013 the Company implemented a restructuring plan to reduce operating costs that resulted in the reduction of its workforce by 20 employees. All affected employees were provided with an adjustment in the terms of their stock options and/or RSUs that were outstanding on their termination date. Subject to a properly executed release by the affected employees, the stock option and RSU awards were amended to permit those awards to vest at their termination date regardless of performance conditions if any in the original award, and the expiration date for exercise of the stock options was extended through the end of the original
10
term of the stock option, usually ten years from date of grant, rather than expiring ninety days after the employee's termination date as stated in the original awards. As a result, the Company recorded a charge in the three months ended June 30, 2013 of approximately $0.4 million associated with the modifications of these awards.

In addition, each year the Company adopts a Management Incentive Compensation Plan (the "Incentive Plan") that entitles recipients to a combination of cash and equity awards based on achievement of certain performance and service criteria in the fiscal years for which the Incentive Plan is adopted. During the three and sixnine months ended JuneSeptember 30, 2013 the Company recorded an expense of $0.3$0.4 million and $0.5$0.9 million, respectively, associated with the awards under these Plansthe Incentive Plan of which approximately 65% is payable in common stock. During the sixnine months ended JuneSeptember 30, 2012 no expense was recorded.

The Company amortizes share-based compensation expense over the vesting period on a straight line basis. The impact on the Company's results of operations of recording share-based compensation expense is as follows (in thousands):

 Three Months  Nine Months 
 Three Months  Six Months  Ended  Ended 
 Ended June 30,  Ended June 30,  September 30,  September 30, 
 2013  2012  2013  2012  2013  2012  2013  2012 
Cost of sales $11  $19  $28  $38  $2  $19  $30  $57 
Research and development  67   69   154   165   35   82   189   247 
Selling, general and administrative  1,966   87   2,202   276   220   139   2,422   415 
 $2,044  $175  $2,384  $479  $257  $240  $2,641  $719 

3.           INVENTORIES

Inventories, net are comprised of the following (in thousands):

 June 30,  December 31,  September 30,  December 31, 
 2013  2012  2013  2012 
Finished goods $241  $465  $300  $465 
Work-in-progress  487   468   480   468 
Raw material  1,958   1,352   2,239   1,352 
 $2,686  $2,285  $3,019  $2,285 


 
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4.           LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

 June 30,  December 31,  September 30,  December 31, 
 2013  2012  2013  2012 
Revolving credit facilities - Sweden $824  $- 
Revolving credit facilities - Europe $1,193  $- 
Note payable - Europe  1,010   - 
Term loans - Europe  419   -   399   - 
Term loan - US  537   677   467   677 
Other  64   -   112   - 
  1,844   677   3,181   677 
Less: portion due within one year  (1,269)  (280)  1,673   280 
 $575  $397  $1,508  $397 

Revolving credit facilities - SwedenEurope

As a result of the Business Combination, the Company has revolving credit facilities in SwedenEurope that total $1.15$1.3 million of which $0.824$1.2 million is outstanding at JuneSeptember 30, 2013. The revolving credit facilities have expiration dates of December 31, 2013 and automatically renew for twelve month periods, unless notified by the lender ninety days prior to expiration. The interest rate on these revolving credit facilities is 5.95%. The revolving credit agreements are collateralized by the assets of certain SwedishEuropean subsidiaries of the Company.

Note payable - Europe

In connection with the acquisition of Granvideo AB, by the Company's 51% owned subsidiary Sportsground AB (see Note 8 of these consolidated financial statements), the Company issued a note to the previous shareholder of Granvideo in the principal amount of $1.2 million with a maturity date of December 31, 2017. The note does not bear interest and accordingly was recorded at an original discounted amount of $1.04 million. The Company made a principal payment of $0.06 million on September 1, 2013, and the note requires principal payments of $0.1 million due on November 15, 2013 and four equal annual payments of $0.26 million on December 31 from 2014 to 2017. The principal balance at September 30, 2013 was $1.01 million.

Term loans - Europe

As a result of the Business Combination, the Company also has threefour term loans related to its European operations that total $0.42$0.4 million. TwoThree of the term loans require principal payments totaling $10 thousand per month and bear interest at rates that range between 7.45% and 7.75% and will mature in 2014 and 2015. The thirdfourth term loan, which has an outstanding balance of $0.2 million, bears interest that is payable quarterly at 15%, requires no principal payments and will be due on December 31, 2014.

Credit facility and term loan - US

In March 2013, the Company entered into a seventh loan modification agreement and amended its loan and security agreement (the "Revised Credit Facility") with Silicon Valley Bank ("SVB"). Under this Revised Credit Facility, the expiration date of the facility remained at August 12, 2013 and the revolving line of credit (the "Revolving Line") was reduced from $3.0 million to $2.0 million. Available borrowings under the Revolving Line was changed from 80% of eligible accounts receivable to 80% of eligible accounts receivable less the amount of principal outstanding under the term loan that forms part of the Revised Credit Facility, as described below. The Revolving Line continues to bear interest at a floating annual rate equal to SVB's prime rate ("Prime") +1.75%. The Company also has a term loan with SVB, that was unchanged under the Revised Credit Facility, whereby advances were available to be drawn through December 31, 2012 in minimum amounts of $0.25 million.

 
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At June 30, 2013, available borrowings under the Revolving Line were approximately $2 million but no borrowings were outstanding. During the fourth quarter of 2012, the Company took two advances of $0.35 million each from the termTerm loan and the balance outstanding at June 30, 2013 was $0.5 million. The term loan bears interest at Prime +2.25% (which was 6.25% at June 30, 2013) and principal and interest are being repaid over thirty months.revolving line of credit - US

On August 5, 2013, the Company entered into a loan modification and waiver agreement with Silicon Valley Bank ("SVB") whereby the expiration date of the Revised Credit Facility has beenCompany's then existing credit facility with SVB was extended to October 12, 2013 with the intention that the Company and SVB willwould enter into a new credit facility. The Company failed to meet its financial covenants under this credit facility priorfrom May 31, 2013 to that date.September 30, 2013 due to the Business Combination, which was not anticipated when the original covenant requirements were established. The Company obtained waivers from SVB with respect to those financial covenants.

Pursuant toIn November 2013, the Revised Credit Facility,Company entered into a two-year $4 million revolving line of credit (the "Revolver") with SVB. Borrowings on the financial covenants were modified.Revolver will be based on 80% of eligible accounts receivable. The Company is also required to maintain financial covenants based on an adjusted quick ratio ("AQR") of at least 1.21.25 to 1.0, measured at each calendar month-end, and the minimum tangible net worth covenant was replaced by a maximum EBITDA loss/profitability covenant (tested at quarter end) effective with the first quarter of 2013.month-end. Additionally, if the Company's AQR falls below 1.5x at any month-end, during the remaining term of the facility, then any borrowings under the Revolving Line will be repaid by SVB applying collections from the Company's SVB collateral account (for receipts by wire) and SVB lockbox account (for receipts by check) to reduce the revolving loan balance on a daily basis, until such time as the month-end AQR is again 1.5x or greater. If the AQR at month-end is 1.5x or greater, the Company will maintain a static loan balance and all collections will be deposited into the Company's operating account. Due

The Revolver will bear interest at a floating annual rate equal to SVB's prime rate ("Prime") +1.25%. If the Business CombinationCompany's AQR falls below 1.5x at any month-end, the interest rate will be Prime +1.75%. In connection with Hego,the Revolver, the Company was required to pay the outstanding balance on its previously outstanding term loan which was not anticipated when$0.4 million on the covenant requirements were established, the Company failedclosing date. The original term loan was being repaid over 30 months and was subject to meet the financial covenantsinterest at May 31, 2013 and JunePrime + 2.25% (which was 5.75% at September 30, 2013, and obtained waivers from SVB with respect to those financial covenants. 2013).

As is usual and customary in such lending agreements, the agreementsRevolver also containcontains certain non-financial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreementRevolver also restricts the Company's ability to pay dividends without the bank's consent.

The Revised Credit FacilityRevolver is collateralized by the Company's assets of the U.S. subsidiaries of the Company, except for (i) its intellectual property rights which are subject to a negative pledge arrangement with the bank, and (ii) any equipment whose purchase is financed by any other lender or lessor, solely to the extent the security agreement with such lender or lessor prohibits junior liens on such equipment, and only until the lien held by such lender or lessor is terminated or released with respect to such equipment.


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5.           BENEFIT PLANS

The net periodic benefit cost relating to the Company's U.S. Pension Plan is as follows (in thousands):

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 Three Months  Nine Months 
 Three Months  Six Months  Ended  Ended 
 Ended June 30,  Ended June 30,  September 30,  September 30, 
 2013  2012   2013  2012  2013  2012   2013  2012 
Service cost $135  $130  $281  $260  $140  $130  $421  $390 
Interest cost  98   88   188   176   94   88   282   264 
Expected return on plan assets  (98)  (87)  (198)  (174)  (99)  (87)  (297)  (261)
Amortization of net loss  57   41   123   82   62   41   185   123 
Amortization of prior service cost  (2)  (2)  (4)  (4)  (2)  (2)  (6)  (6)
 $190  $170  $390  $340  $195  $170  $585  $510 

The Company's policy is to fund the minimum contributions required under the Employee Retirement Income Security Act (ERISA) and, subject to cash flow levels, the Company may choose to make a discretionary contribution to its pension plan to reduce the unfunded liability. In the secondthird quarter of 2013 the Company made a required contributioncontributions of $0.1$0.2 million to its pension plan and, basedbringing the total contribution for the nine months ended September 30, 2013 to $0.3 million. Based on current assumptions, the Company expects to make required contributions of $0.4 million in the next twelve months.

The Company has adopted a 401(k) Plan exclusively for the benefit of participants and their beneficiaries. All U.S. employees of the Company are eligible to participate in the 401(k) Plan. The Company may make discretionary matching contributions of the compensation contributed by the participant. The Company has the option of making the matching contributions in cash or through shares of Company common stock. During the sixnine months ended JuneSeptember 30, 2013 and 2012, the Company issued 139174 thousand and 110175 thousand shares of common stock in connection with the Company match for the Company's 401(k) Plan in lieu of an aggregate cash match of $128$179 thousand and $153$220 thousand, respectively.

Substantially all employees of the Company's foreign subsidiaries receive pension coverage, at least to the extent required, through plans that are governed by local statutory requirements. Contributions to these plans are typically based on specified percentages of the employees' salaries.


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6.           PRODUCT WARRANTY

The Company provides product warranties for its various products, typically for one year. Liabilities for the estimated future costs of repair or replacement are established and charged to cost of sales at the time the sale is recognized. The Company established its reserve based on historical data, taking into consideration specific product information. The following table sets forth the movement in the warranty reserve (in thousands):

 Three Months  Nine Months 
 Three Months  Six Months  Ended  Ended 
 Ended June 30,  Ended June 30,  September 30,  September 30, 
 2013  2012  2013  2012  2013  2012  2013  2012 
Balance at beginning of period $55  $50  $50  $50  $65  $50  $50  $50 
Provisions  41   25   70   59   55   -   125   25 
Warranty services provided, net  (31)  (25)  (55)  (59)  (25)  -   (80)  (25)
 $65  $50  $65  $50  $95  $50  $95  $50 


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7.           INCOME TAXES

The components of deferred income taxes are as follows (in thousands):

 June 30,  December 31,  September 30,  December 31, 
 2013  2012  2013  2012 
Deferred tax assets:            
Net operating loss carryforwards $14,743  $14,491  $13,431  $14,491 
Inventory  1,771   1,769   1,795   1,769 
Other liabilities  3,365   3,055   3,569   3,055 
Fixed assets  409   440 
Fixed assets and other capitalized assets  2,061   440 
Other temporary differences  681   589   682   589 
  20,969   20,344   21,538   20,344 
Deferred tax valuation allowance  (20,716)  (20,344)  (21,229)  (20,344)
 $253  $-  $309  $- 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In accordance with accounting standards the Company has not recorded a deferred tax asset of approximately $1.0 million related to the net operating losses that resulted from the exercise of disqualifying stock options. If the Company is able to utilize this benefit in the future it would result in a credit to additional paid in capital.


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Accounting standards require that the Company continually assess the likelihood that its deferred taxes will be realizable. All available evidence, both positive and negative, must be considered in determining whether it is more likely than not that the deferred tax assets will be realized. In making such assessments, significant weight is given to evidence that can be objectively verified. A company's current or previous losses are given more weight than its future outlook. As of JuneSeptember 30, 2013 and December 31, 2012, using that standard, the Company concluded that a full valuation allowance was required for its U.S. and state deferred tax assets. As of September 30, 2013 the majorityunreserved balance of its$0.3 million relates to certain foreign deferred tax assets. The Company will continue to assess the likelihood that its deferred tax assets will be realizable, and its valuation allowance will be adjusted accordingly, which could materially impact its financial position and results of operations in future periods.

At JuneSeptember 30, 2013, the Company had approximately $44$40 million in U.S. Federal net operating loss carryforwards ("NOLs") expiring between 2018 and 2032. The Company files U.S. federal income tax returns as well as income tax returns in various states and foreign jurisdictions. It may be subject to examination by the Internal Revenue Service ("IRS") for calendar years 2009 through 2012 under the normal statute of limitations. Additionally, any net operating losses that were generated in prior years and utilized in these years may also be subject to examination by the IRS. Generally, for state tax purposes, the Company's 2008 through 2012 tax years remain open for examination by the tax authorities under a four year statute of limitations, however, certain states may keep their review period open for six to ten years.


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The components of the provision for income tax benefit (expense) benefit, net for the periods ended are as follows (in thousands):

 Three Months  Nine Months 
 Three Months  Six Months  Ended  Ended 
 Ended June 30,  Ended June 30,  September 30,  September 30, 
 2013  2012  2013  2012  2013  2012  2013  2012 
Current:                        
State and foreign $(37) $(11) $(48) $(23) $3  $(4) $(45) $(27)
                                
Deferred:                                
State  -   22   10   31   (5)  13   5   44 
Federal  (4)  465   339   589   502   293   841   882 
Foreign  (33)  -   (33)  -   45   -   12   - 
  (37)  487   316   620   542   306   858   926 
Valuation allowance  (19)  -   (372)  -   (513)  -   (885)  - 
Income tax (expense) benefit, net $(93) $476  $(104) $597 
Income tax benefit (expense), net $32  $302  $(72) $899 

The difference between the Company's effective income tax rate and the federal statutory rate is primarily due to the transaction costs associated with the Hego business combinationBusiness Combination that will not be deductible for tax purposes and the amount of expense associated with the Company's share-based payment arrangements and the portion thereof that will give rise to tax deductions. Furthermore, share-based payments may result in tax deductions that do not result in a tax benefit in the accompanying financial statements because it will not result in the reduction of income taxes payable, due to the existence of net operating loss carryforwards.


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8.           BUSINESS COMBINATION

On May 22, 2013, Chyron and Hego completed the Business Combination which was structured as a share purchase transaction, pursuant to the terms of a stock purchase agreement (the "Stock Purchase Agreement") whereby a wholly-owned subsidiary of Chyron acquired all of the issued and outstanding shares of Hego. Pursuant to the terms of the Stock Purchase Agreement, Chyron issued 12,199,431 shares of Chyron's common stock to the former Hego stockholders. The number of shares issued was equal to 40% of the total of (i) the issued and outstanding shares of Chyron's common stock as of May 10, 2013, (ii) the shares of Chyron's common stock issuable upon the exercise of all outstanding options and restricted stock units that had an exercise price of less than or equal to $1.25 per share as of May 10, 2013, and (iii) the shares issued at the closing, which are collectively referred to as the "Outstanding Closing Shares."  In addition, upon Hego achieving certain revenue milestones during the fiscal years 2013, 2014 and 2015, the Company may issue additional shares, which are referred to as the "Earn-Out Shares" to the former Hego stockholders, such that the aggregate amount of shares of the Company's common stock issued in the transaction would equal up to 18,299,147 shares, or 50% of the total Outstanding Closing Shares and Earn-Out Shares. The Company and Hego entered into the Business Combination to create a market leading company in the fields of TV graphics, data visualization and production services for 'Live' and on line news and sports production. The Company intends to broaden its range of sophisticated products and services offerings to grow in international markets.

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The total purchase price of $24.6 million is comprised of 12.2 million shares of Chyron common stock (the Closing Shares) valued at $16.6 million, contingent consideration of shares of Chyron common stock (the Earn-Out Shares) valued at an estimated $7.5 million and $0.5 million in cash and other consideration. The $7.5 million represents the value of the Earn-Out Shares based on a probability-based model measuring the likelihood of achieving certain revenue milestones as detailed below, and has been recorded as a liability in the balance sheet. In connection with FASB ASC 805, Business Combinations, the fair value of any contingent consideration is established at the date of the Business Combination and included in the total purchase price at fair value. The contingent consideration is then adjusted to the then current fair value as an increase or decrease to earnings in each reporting period which could have a material impact on the Company's financial position or results of operations. As of JuneIn the three and nine month periods ended September 30, 2013 the Companycharges of $0.88 million and $0.93 million, respectively, have been recorded a charge of $55 thousand in order to adjust the contingent consideration to $7.555$8.4 million, its current fair value at September 30, 2013, in the level 3 category. Based on the revenue milestones, additional shares could be issued as follows:

Revenue milestones Additional shares 
$15.5 million in 2013  2,772,598 
$16.0 million in 2014  1,584,342 
$16.5 million in 2015  1,742,776 
   Total  6,099,716 
     
Or, alternatively, if $33.0    
 million for 2013 and 2014    
 combined  6,099,716 


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The following table summarizes the estimated allocation of the purchase price which is preliminary and subject to adjustment following the completion of the valuation process (in thousands):

Net fair value of assets acquired $107 
Intangible assets  9,930 
Goodwill  14,555 
  $24,592 

The Company believes that the goodwill resulting from the Business Combination reflects the unique proprietary image and player tracking technology that strengthens our product and services offerings internationally and provides access to new and existing customers. The Company believes that this preliminary estimate of goodwill will not be deductible for tax purposes.

The components and estimated useful lives of intangible assets acquired as of JuneSeptember 30, 2013 are stated below. Amortization is provided on a straight line method, or in the case of customer relationships, on an accelerated method, over the following estimated useful lives (dollars in thousands):

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     Estimated 
     useful life 
Definite-lived intangibles:      
  Customer relationships $6,400   10 
  Proprietary technology  800   15 
  Other intangibles  830   15 
         
Indefinite-lived intangibles:        
  Tradename  1,900   - 
  $9,930     

In connection with the Business Combination, the Company incurred $0.3 million and $1.0 million in transaction costs that were expensed in the three and sixnine months ended JuneSeptember 30, 2013, respectively.2013.

Below are the unaudited proforma results of operations for the sixnine months ended JuneSeptember 30, 2013 and 2012 as if the CompanyBusiness Combination had merged with Hegooccurred on January 1, 2012. Such proforma results are not necessarily indicative of the annual results of operations that would have been achieved if the Business Combination occurred on the date assumed, nor are they necessarily indicative of future consolidated results of operations (in thousands except per share data):

 June 30,  September 30, 
 2013  2012  2013  2012 
Net sales $24,607  $23,310  $38,566  $34,449 
Net loss  (4,453)  (2,050)  (5,583)  (3,926)
Net loss per share - basic and diluted $(0.15) $(0.07) $(0.19) $(0.13)


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In future periods, the combined business may incur charges to operations to reflect costs associated with integrating the two businesses that the Company cannot reasonably estimate at this time.

On September 1, 2013, Sportsground AB, a 51% owned subsidiary of the Company, purchased 100% of the equity of Granvideo AB ("Granvideo"). Granvideo is based in Sweden and operates in the high quality video broadcast market for web and TV. The purchase price was $1.04 million consisting of a note payable to the former shareholder of Granvideo with a principal amount of $1.2 million, recorded at a discounted value of $1.04 million to account for the fact that the note is not interest bearing. The Company made a principal payment on the note of $0.06 million on September 1, 2013, and is required to make principal payments of $0.1 million due on November 15, 2013 and four equal annual payments of $0.26 million on December 31 from 2014 to 2017. The principal balance at September 30, 2013 was $1.01 million. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values which totaled $0.5 million, resulting in $0.5 million of goodwill. This allocation is subject to adjustment following the completion of the valuation process. Proforma information is not included because the results of the acquired operations would not have materially impacted the Company's consolidated operating results.

9.           DUE TO RELATED PARTIES

The balance due to related parties represents amounts that are due to certain former shareholders or employees of Hego AB that are now shareholders or employees of the Company. The balance resulted from loans to Hego AB, and dividends declared but not paid by Hego AB, prior to its merger with Chyron. Interest is accrued on the outstanding balance at the annual rate of 5.95%.

10.           RESTRUCTURING

On May 2, 2013, the Company's Board of Directors approved a restructuring plan to reduce operating costs. As a result, the Company reduced the size of its workforce by 20 positions and recorded a charge of $0.6 million in severance pay and benefits expense. As of JuneSeptember 30, 2013 the remaining liability was approximately $0.3 million$60 thousand and the Company expects that this will be paid in the thirdfourth quarter of 2013. Also in the quarter ended June 30, 2013 the Company incurred a charge of approximately $0.4 million associated with modifications of equity awards for the affected employees that were outstanding on their termination date.

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11.           SEGMENT AND GEOGRAPHIC INFORMATION

Revenues by geography are based on the country in which the end user customer resides and are detailed as follows (in thousands):

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 Three Months  Nine Months 
 Three Months  Six Months  Ended  Ended 
 Ended June 30,  Ended June 30,  September 30,  September 30, 
 2013  2012  2013  2012  2013  2012  2013  2012 
North America $6,499  $5,148  $11,752  $10,820  $6,725  $5,181  $18,477  $16,001 
Europe, Middle East and Africa (EMEA)  3,660   808   4,872   1,809   5,745   671   10,617   2,480 
Latin America  374   710   965   1,482   1,355   794   2,320   2,276 
Asia  183   1,018   1,144   1,450   134   602   1,278   2,052 
 $10,716  $7,684  $18,733  $15,561  $13,959  $7,248  $32,692  $22,809 

Prior to the Business Combination with Hego, the Company operated as one reporting unit. As a result of the Business Combination the Company will be organized, managed and internally reported as two segments. Because the Company will not evaluate performance based upon return on assets at the operating segment level, assets are not tracked internally by segment, and therefore, segment asset information is not presented at this time. In addition, due to the preliminary status of the purchase price allocation, goodwill has not been allocated to reporting segments.

Operating segment data is as follows (in thousands):

 Three Months  Nine Months 
 Three Months Ended  Six Months Ended  Ended  Ended 
 June 30, 2013  June 30, 2013  September 30, 2013  September 30, 2013 
Revenues:            
Hego $2,307  $2,307  $5,076  $7,383 
Chyron  8,409   16,426   8,883   25,309 
 $10,716  $18,733  $13,959  $32,692 
                
Operating income (loss):                
Hego $240  $240  $(218) $22 
Chyron  799 �� 1,346   2,004   3,350 
Unallocated corporate expense  (2,889)  (4,245)  (2,801)  (7,101)
 $(1,850) $(2,659) $(1,015) $(3,729)


 
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Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q, including, without limitation, Management's Discussion and Analysis of Financial Condition and Results of Operations, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend that the forward-looking statements be covered by the safe harbor for forward-looking statements in the Exchange Act. All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are usually accompanied by words such as "believe," "anticipate," "plan," "seek," "expect," "intend" and similar expressions.

Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward looking statements due to a number of factors, including, but not limited to: current and future economic conditions that may adversely affect our business and customers; our revenues and profitability may fluctuate from period to period and therefore may fail to meet expectations, which could have a material adverse effect on our business, financial condition and results of operations; our ability to maintain adequate levels of working capital; our ability to successfully maintain the level of operating costs; our ability to obtain financing for our future needs should there be a need; our ability to incentivize and retain our current senior management team and continue to attract and retain qualified scientific, technical and business personnel; our ability to expand our Axis online graphics creation solution or to develop other new products and services; our ability to generate sales and profits from our Axis online graphics services, workflow and asset management solutions; our ability to integrate the business of Chyron and Hego; our ability to grow sales and profits from our Hego products and services; our ability to develop new Hego products and services; rapid technological changes and new technologies that could render certain of our products and services to be obsolete; competitors with significantly greater financial resources; new product and service introductions by competitors; challenges associated with expansion into new markets; and other factors set forth in Part I, Item 1A, entitled "Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 Form 10-K"), as well as any updates or modifications to those risk factors filed from time to time in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Those factors as well as other cautionary statements made in this Quarterly Report on Form 10-Q, should be read and understood as being applicable to all related forward-looking statements wherever they appear herein. The forward-looking statements contained in this Quarterly Report on Form 10-Q represent our judgment as of the date hereof. We encourage you to read those descriptions carefully. We caution you not to place undue reliance on the forward-looking statements contained in this report. These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date is indicated) and we undertake no obligation to update or revise the statements except as required by law.

21

Such forward-looking statements are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking statements. In this report,
20
"ChyronHego, "ChyronHego," the "Company," "we," "us," and "our" refer to ChyronHego Corporation and "Hego" or "Hego AB" refers to Hego Aktiebolag.

Overview

On May 22, 2013 we acquired the outstanding stock of Hego AB, creatingand changed our name to ChyronHego Corporation. The acquisition of the Hego bringsbusiness provides us with very strong sports products and service offerings that address the needs of both sports broadcasters and sports leagues and rights holders. There are significant budgets available in the sports TV space for those companies who offer an improved viewer experience. Now that the transaction has been consummated, we believe that we will be positioned to benefit from these kinds of expenditures. The Chyron and Hego product lines are complementary with very little overlap. Hego's solutions and services predominantly address the needs of live sports production, while Chyron has recently been more focused on graphics solutions for live and near-live news production workflows. WeThere are significant budgets available in the sports TV space for those companies who offer an improved viewer experience, and we believe that we will be positioned to benefit from these kinds of expenditures. Ultimately, we believe that the business combination of Chyron and Hego will createhas placed us in the position of a global leader in broadcast graphics creation, playout and real-time data visualization.

The results of operations include the operating results of Hego since completion of the business combination on May 22, 2013.

Results of Operations for the Three and SixNine Months Ended JuneSeptember 30, 2013 and 2012

Net sales. Revenues for the quarter ended JuneSeptember 30, 2013 were $10.7$14.0 million, an increase of $3.0$6.8 million, or 39%94%, from the $7.7$7.2 million reported in the quarter ended JuneSeptember 30, 2012. Of these amounts, North American revenues were $6.5$6.7 million in the quarter ended JuneSeptember 30, 2013 and $5.1$5.2 million in the quarter ended JuneSeptember 30, 2012. Revenues derived from other international regions were $4.2$7.3 million in the quarter ended JuneSeptember 30, 2013 as compared to $2.6$2.0 million in the quarter ended JuneSeptember 30, 2012.

Revenues for the sixnine months ended JuneSeptember 30, 2013 were $18.7$32.7 million, an increase of $3.1$9.9 million, or 20%43%, from the $15.6$22.8 million in the sixnine months ended JuneSeptember 30, 2012. Revenues derived from North American customers were $11.7$18.5 million in the sixnine month period ended JuneSeptember 30, 2013 as compared to $10.8$16.0 million in the sixnine month period ended JuneSeptember 30, 2012. Revenues derived from other international regions were $7.0$14.2 million in the sixnine months ended JuneSeptember 30, 2013 as compared to $4.8$6.8 million in the sixnine month period ended JuneSeptember 30, 2012.

Revenues by type, for the three and sixnine month periods are as follows (dollars in thousands):

  
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
     % of     % of     % of     % of 
  2013  Total  2012  Total  2013  Total  2012  Total 
Product $6,744   63% $5,771   75% $12,718   68% $11,573   74%
Services  3,972   37%  1,913   25%  6,015   32%  3,988   26%
  $10,716      $7,684      $18,733      $15,561     


 
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  Three Months  Nine Months 
  Ended September 30,  Ended September 30, 
     % of     % of     % of     % of 
  2013  Total  2012  Total  2013  Total  2012  Total 
Product $7,697   55% $4,861   67% $20,415   62% $16,434   72%
Services  6,262   45%  2,387   33%  12,277   38%  6,375   28%
  $13,959      $7,248      $32,692      $22,809     

We experienced an increase in our product revenue stream in both the three and sixnine month periods ended JuneSeptember 30, 2013, as compared to prior periods, as a result of customer purchases for the upcoming winter Olympics in Sochi, Russia, a substantial implementation at a new customer facility in North America, a major graphics overhaul at a customer headquarters in Latin America, and incremental product sales of $0.5$1.4 million and $1.8 million in the three and nine month periods ended September 30, 2013, respectively, from our business combination with Hego.

Our services revenues increased in allthe 2013 periods primarily from the incremental contribution of $1.8$3.7 million and $5.6 million in the three and nine months ended September 30, 2013, respectively, of Hego services since the date of the business combination.

Gross profit.  Gross margins for the quarters ended JuneSeptember 30, 2013 and 2012 were 68%63% and 69%68%, respectively. The decrease in the gross margin percentage is primarily attributable to product mix. As services become a greater component of revenues we expect our margins to decline because our products carry a higher gross margin than our services. Gross margins for each ofin the sixnine month periods ended JuneSeptember 30, 2013 and 2012 were 70%.67% and 69%, respectively. Absent the effect of product mix, we have been able to obtain reasonable and consistent pricing for our materials.

Selling, general and administrative expenses. Selling, general and administrative expenses are as follows (in thousands):

 Three Months  Six Months  Three Months  Nine Months 
 Ended June 30,  Ended June 30,  Ended September 30,  Ended September 30, 
 2013  2012  2013  2012  2013  2012  2013  2012 
Sales and marketing $3,272  $3,474  $6,152  $7,000  $3,518  $3,125  $9,670  $10,125 
General and administrative  3,564   1,005   5,435   2,164   2,969   989   8,404   3,153 
 $6,836  $4,479  $11,587  $9,164  $6,487  $4,114  $18,074  $13,278 

The decreaseincrease in sales and marketing expenses (S&M") in the three and six month periodsperiod ended JuneSeptember 30, 2013, as compared to the same periodsperiod in 2012, is primarily attributable to the resultincremental costs of lower$1.2 million from our business combination with Hego, offset by reductions of $0.8 million in personnel costs and the related direct costs. During the second half of 2012, we reduced costs in this area by redeploying our resources to growth markets and eliminating positions in non growth areas that resulted in savings realized duringin both the first halfthree and nine months ended September 30, 2013. The decrease in S&M expenses in the nine month period ended September 30, 2013 as compared to the same period in 2012 is primarily attributable to the incremental costs of 2013. These savings were slightly$1.6 million from our business combination with Hego offset by the severancesavings in personnel and the related direct costs of $0.3$2.1 million in connection with the May restructuring. Hego sales and marketing costs included in the three and six month periods in 2013 were approximately $0.4 million.as discussed above.

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The increase in general and administrative ("G&A") expenses in the three and six months ended JuneSeptember 30, 2013 is a result of approximately $1.0 million in compensation related severance costs payable to an executive officer as a result of a change in control agreement, $0.3 million in salary and incentive compensation arrangements and $0.6 million in incremental costs from our business combination with Hego. The increase in G&A expenses in the nine month period ended September 30, 2013 as compared to the same period in 2012 is largely a result of Hego transaction-related costs of $1.0 million and $1.7 million of expense associated with our share based arrangements. In connection with the business combination, we incurred $0.3 million and $1.0 million in transaction costs in the three and six months ended June 30, 2013, respectively. Also asAs a result of the business combination, all outstanding equity awards became immediately exercisable and fully vested which resulted in a charge of $1.3 million representing the unamortized expense of such awards. In addition, as a result of the Company's downsizing on May 2, 2013, affected employees were provided with an adjustment in the terms of their stock options and awards that were outstanding on their termination date. As a result, we recorded a $0.4 million charge related to the modification of these awards. HegoIn addition, G&A expenses forduring the threenine month period ended September 30, 2013 included the $1.0 million severance cost discussed above, $0.6 million in salary and six month periodsincentive compensation arrangements and $0.7 million in 2013 were approximately $0.3 million.incremental costs from our business combination with Hego.

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Research and development expenses. Research and development ("R&D") expenses were $2.3$2.4 million in the quarter ended JuneSeptember 30, 2013 compared to $1.9$1.8 million in the quarter ended JuneSeptember 30, 2012. R&D expenses were $4.1$6.5 million and $3.9$5.7 million in the sixnine month periods ended JuneSeptember 30, 2013 and 2012, respectively. The increases in allboth periods in 2013, as compared to the respective prior periods, isare due primarily to the incremental costs of $0.4$1.0 million and $1.4 million, respectively, in the three and nine month periods ended September 30, 2013 incurred as part of the Hego transaction, severance costs of $0.3 million in connection with the May restructuring, offset by other expense decreases as projects are completed.

Change in fair value of contingent consideration. In connection with the business combination of Hego, a portion of the purchase price consisted of contingent consideration of shares of Chyron common stock. The fair value of any contingent consideration is established at the date of the business combination and included in the total purchase price at fair value. The contingent consideration is then adjusted to the then current fair value as an increase or decrease to earnings in each reporting period. In the three and nine month periods ended September 30, 2013 charges of $0.88 million and $0.93 million, respectively, have been recorded in order to adjust the contingent consideration to $8.4 million, its current fair value at September 30, 2013.

Interest expense, net. Interest expense increased slightly in the three and sixnine months ended JuneSeptember 30, 2013 as compared to the same periods in 2012. This is due to the advances that we took on the U.S. term loan in the fourth quarter of 2012 and the addition of interest expensesexpense associated with the additional long-term debt that we assumed from Hego in the business combination.


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Other loss,income (loss), net.  The components of other loss,income (loss), net are as follows (in thousands):

 Three Months  Nine Months 
 Three Months  Six Months  Ended  Ended 
 Ended June 30,  Ended June 30,  September 30,  September 30, 
 2013  2012  2013  2012  2013  2012  2013  2012 
Foreign exchange transaction gain (loss) $3  $(13) $(78) $(6) $30  $16  $(48) $10 
Mark to market contingent consideration  (55)  -   (55)  - 
Other  13   -   11   -   -   2   11   2 
 $(39) $(13) $(122) $(6) $30  $18  $(37) $12 

We continue to be exposed to foreign currency and exchange risk in the normal course of business due to international transactions. However, we believe that it is not material to our near-term financial position or results of operations. This exposure will possibly increase in the future due to the Business Combination,our business combination with Hego, as a result of which a larger percentage of the Company's business is expected to be transacted in foreign currencies.

Income tax benefit (expense), net. In the three months ended JuneSeptember 30, 2013 and 2012, we recorded an income tax benefit of $0.03 million and $0.3 million, respectively. In the nine months ended September 30, 2013 and 2012 we recorded an income tax expense of $0.1$0.07 million and aan income tax benefit of $0.5 million, respectively. In the six months ended June 30, 2013 and 2012 we recorded an expense of $0.1 million and a benefit of $0.6$0.9 million, respectively. The difference between our effective income tax rate and the federal statutory rate is primarily due to transaction costs associated with the Hegoour business combination with Hego that will not be deductible for tax purposes and the amount of expense associated with our share-based payment arrangements and the portion thereof that will give rise to tax deductions. Furthermore, share-based payments may result in tax deductions that do not result in a tax benefit in the accompanying financial statements because it will not result in the reduction of income taxes payable, due to the existence of net operating loss carryforwards.


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Liquidity and Capital Resources

At JuneSeptember 30, 2013, we had cash and cash equivalents on hand of $2.2$2.7 million and working capital of $1.1$1.3 million. In the first sixnine months of 2013 our cash from operations was used primarily to fund acquisitions of property and equipment of $0.7$1.6 million andin order to make required principal payments on our debt and capital leases of $0.3 million, offset by new borrowings of $0.2 million.service several European soccer leagues with real-time digital sports data systems.

During the second quarterfirst nine months of 2013 we made a required contributioncontributions of $0.1$0.3 million to our pension plan and we expect to make contributions of $0.4 million over the next twelve months as required under ERISA. Our pension plan assets were valued at $5.5$5.9 million and $5.3 million at JuneSeptember 30, 2013 and December 31, 2012, respectively. Our investment strategy has been consistent in recent years and we believe that the pension plan's assets are more than adequate to meet pension plan obligations for the next twelve months.

In March 2013, we entered into a loan modification agreement and amended our loan and security agreement (the "Revised Credit Facility") with Silicon Valley Bank ("SVB"). Under this Revised Credit Facility, the expiration date of the facility remained at August 12, 2013 and the revolving line of credit (the "Revolving Line") was reduced from $3.0 million to $2.0 million. Available borrowings under the Revolving Line was changed from 80% of eligible accounts receivable to 80% of eligible accounts receivable less the amount of principal outstanding under the term loan that forms part of the Revised Credit Facility, as described below. The Revolving Line continues to bear interest at a floating annual rate equal to SVB's prime rate ("Prime") +1.75%. We also have a term loan with SVB, that was unchanged under the Revised Credit Facility, whereby advances were available to be drawn through December 31, 2012 in minimum amounts of $0.25 million.
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At June 30, 2013, available borrowings under the Revolving Line were approximately $2.0 million but no borrowings were outstanding. During the fourth quarter of 2012, the Company took two advances of $0.35 million each from the term loan and the balance outstanding at June 30, 2013 was $0.5 million. The term loan bears interest at Prime +2.25% (which was 6.25% at June 30, 2013) and principal and interest are being repaid over thirty months.

On August 5, 2013, we entered into a loan modification and waiver agreement relating to our then existing credit facility with Silicon Valley Bank ("SVB"), whereby the expiration date of the Revised Credit Facility has beensuch credit facility was extended to October 12, 2013 with the intention that we willwould enter into a new credit facility with SVB. We failed to meet certain financial covenants under the then existing credit facility from May 31, 2013 to September 30, 2013 due to the Business Combination, which was not anticipated when the original covenant requirements were established. We obtained waivers from SVB priorwith respect to that date.those financial covenants.

Pursuant toIn November 2013, we entered into a new two-year $4 million revolving line of credit (the "Revolver") with SVB. Borrowings on the Revised Credit Facility, the financial covenants were modified.Revolver will be based on 80% of eligible accounts receivable. We are also required to maintain financial covenants based on an adjusted quick ratio ("AQR") of at least 1.21.25 to 1.0, measured at each calendar month-end, and the minimum tangible net worth covenant was replaced by a maximum EBITDA loss/profitability covenant (tested at quarter end) effective with the first quarter of 2013.month-end. Additionally, if our AQR falls below 1.5x at any month-end, during the remaining term of the facility, then any borrowings under the Revolving Line will be repaid by SVB applying collections from our SVB collateral account (for receipts by wire) and SVB lockbox account (for receipts by check) to reduce the revolving loan balance on a daily basis, until such time as the month-end AQR is again 1.5x or greater. If the AQR at month-end is 1.5x
24
or greater, we will maintain a static loan balance and all collections will be deposited into our operating account. Due

The Revolver will bear interest at a floating annual rate equal to SVB's prime rate ("Prime") +1.25%. If our AQR falls below 1.5x at any month-end, the business combinationinterest rate will be Prime +1.75%. In connection with Hego,the Revolver, we were required to pay the outstanding balance on our then outstanding term loan which was not anticipated when$0.4 million on the covenant requirements were established, we failedclosing date. The original term loan was being repaid over 30 months and was subject to meet the financial covenantsinterest at May 31, 2013 and JunePrime + 2.25% (which was 5.75% at September 30, 2013 and obtained waivers from SVB. 2013).

As is usual and customary in such lending agreements, the agreementsRevolver also containcontains certain non-financial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreementRevolver also restricts our ability to pay dividends without the bank's consent.

The Revolver is collateralized by our assets of the U.S. subsidiaries, except for (i) our intellectual property rights which are subject to a negative pledge arrangement with the bank, and (ii) any equipment whose purchase is financed by any other lender or lessor, solely to the extent the security agreement with such lender or lessor prohibits junior liens on such equipment, and only until the lien held by such lender or lessor is terminated or released with respect to such equipment.

We also have revolving credit facilities associated with our European operations that total $1.15$1.3 million of which $0.824$1.2 million is outstanding at JuneSeptember 30, 2013. The revolving credit facilities have expiration dates of December 31, 2013 and automatically renew for twelve month periods unless notified by the lender ninety days prior to expiration. In addition, we have threefour outstanding term loans in Europe that total $0.4 million at JuneSeptember 30, 2013. TwoThree of the term loans require principal payments that total $10 thousand per month and the third term loan, which has an outstanding balance of $0.2 million, requires no principal payments and will be due December 31, 2014.


26

In connection with the acquisition of Granvideo AB, by our 51% owned subsidiary Sportsground AB, we issued a note payable to the previous shareholder of Granvideo AB in the principal amount of $1.2 million with a maturity date of December 31, 2017. The note does not bear interest and accordingly was recorded at an original discounted amount of $1.04 million. We made a principal payment of $0.06 million on September 1, 2013, and are required to make principal payments of $0.1 million due on November 15, 2013 and four equal annual payments of $0.26 million on December 31 from 2014 to 2017. The principal balance at September 30, 2013 was $1.01 million.

Our long-term success will depend on our ability to achieve and sustain profitable operating results and our ability to raise additional capital on acceptable terms should such additional capital be required. In the event that we are unable to achieve expected goals of profitability or raise sufficient additional capital, if needed, we may have to scale back or eliminate certain parts of our operations.

Based on our plan for combiningcontinuing to combine the operating activities of both Chyron and Hego, and provided that we are able to achieve our planned results of operations and retain the availability under our credit facilities, we believe that cash on hand, net cash to be generated in the business, and availability of funding under our credit facilities, will be sufficient to meet our cash requirements for at least the next twelve months.

If these sources of funds are not sufficient, we may need to reduce, delay or terminate our existing or planned products and services. We may also need to raise additional funds through one or more capital financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or products, or grant licenses on terms that are not favorable to us.

There can be no assurance that additional funds will be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate development activities for one or more of our products or services; or delay, limit, reduce or terminate our sales and marketing capabilities or other activities that may be necessary to commercialize one or more of our products or services.

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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                  MARKET RISK

The information called for by this Item is omitted in reliance upon Item 305(e) of Regulation S-K.


27

ITEM 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal  financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, particularly during the period in which this report was being prepared.

On May 22, 2013 the Company completed the Hego business combination for a purchase price of $24.6 million represented substantially by goodwill and identifiable intangible assets. Hego's operations contributed approximately $2.3$7.4 million in revenues to our consolidated financial results for the threenine months ended JuneSeptember 30, 2013. We continue to evaluate the internal control over financial reporting of the acquired business. As permitted by SEC Staff interpretive guidance for newly acquired businesses, the internal control over financial reporting of Hego was excluded from a formal evaluation of the effectiveness of our disclosure controls and procedures as of JuneSeptember 30, 2013 but we will include an assessment within one year from the date of the business combination.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control, that occurred during our most recent completed quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

There have been no material changes to our legal proceedings as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.


 
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ITEM 1A.  RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, "Risk Factors" in our 2012 Form 10-K and Part II, Item 1A in our Quarterly ReportReports on Form 10-Q for the quarterquarters ended March 31, 2013 and June 30, 2013 (the "2013 First and Second Quarter Form 10-Q"10-Qs"), which could materially affect our business, financial condition or results of operations. The risks described in our 2012 Form 10-K, 2013 First and Second Quarter Form 10-Q10-Qs and this Quarterly Report on Form 10-Q are not the only risks that we face. In addition, risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations. There have been no material changes to the risk factors described in our 2012 Form 10-K and 2013 First and Second Quarter Form 10-Q,10-Qs, other than the addition of the following risk factor, which replaces and supersedes the corresponding risk factor in the 2013 First and Second Quarter Form 10-Q:10-Qs:

Risks Related to Our Common Stock

If we fail to continue to meet all applicable NASDAQ Global Market requirements and the NASDAQ Stock Market determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, impair the value of your investment, and harm our business.

Our common stock is currently listed on the NASDAQ Global Market. In orderWe have previously received notifications from NASDAQ informing us of certain listing deficiencies, including failure to maintain that listing,satisfy the minimum bid price and the minimum stockholders’ equity requirements. Although we must satisfy minimum financial and other requirements. On March 12, 2013, we received a letter, which we refer to as the "Notice," from The Nasdaq Stock Market or "NASDAQ," notifying ushave since cured these deficiencies, it is possible that we were no longer incould fall out of compliance with the minimum stockholders' equity requirement for continued listing on the NASDAQ Global Market. NASDAQ Listing Rule 5450(b)(1)(A) requires companies listed on the NASDAQ Global Market to maintain a minimum of $10,000,000 in stockholders' equity. As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on March 8, 2013, our stockholders' equity as of December 31, 2012 did not meet this requirement.

In order to maintain the listing of our common stock on the NASDAQ Global Market, we were required to submit by April 26, 2013 to NASDAQ a plan to regain compliance with this continued listing requirement. On April 22, 2013, we submitted our plan to regain compliance with the NASDAQ Listing Rules and NASDAQ granted us an extension to provide evidence of compliance.

On May 22, 2013, we held our 2013 annual meeting and our stockholders approved our business combination with Hego. Based upon a valuation performed by an independent valuation services firm that we retained, we recorded the acquisition at a value of approximately $24.6 million. As a result of this transaction, and taking into account our results of operations through our second quarter ended June 30, 2013, our shareholders' equity was approximately $17.9 million at June 30, 2013, and is therefore in excess of the NASDAQ Global Market's stockholders' equity requirement. On August 8, 2013, we advised NASDAQ, via a filing on Form 8-K, of our belief that we are now in compliance with this requirement. On August 9, 2013, the Company received a letter from NASDAQ notifying it that as a result of the information containedagain in the Form 8-K, NASDAQ has determined that the Company complies with the continued listing requirement for shareholders' equity, subject to the Company
27
providing evidence of its compliance upon filing this quarterly report on Form 10-Q for the quarter ended June 30, 2013.

While we intend to continue to engage in efforts to regain compliance, and thus maintain our listing, there can be no assurance that we will be able to regain compliance.future. If we fail to continue to meet all applicable NASDAQ Global Marketmaintain compliance with any listing requirements, in the futurewe could be delisted and NASDAQ determines to delist our common stock would be considered a penny stock under regulations of the delistingSecurities and Exchange Commission, or SEC, and would therefore be subject to rules that impose additional sales practice requirements on broker-dealers who sell our securities. The additional burdens imposed upon broker-dealers by these requirements could substantially decrease tradingdiscourage broker-dealers from effecting transactions in our common stock, and adversely affectwhich could severely limit the market liquidity of ourthe common stock; adversely affect ourstock and your ability to obtain financing on acceptable terms, if at all, forsell our securities in the continuation of our operations; and harm our business. Additionally, the market price of our common stock may decline further and stockholders may lose some or all of their investment.secondary market.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                 PROCEEDS
None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.   MINE SAFETY DISCLOSURES
None.

ITEM 5.   OTHER INFORMATION
None.


 
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ITEM 6.   EXHIBITS

(a)  Exhibits:

Exhibit No.
Description of Exhibit
 
3.110.1
Restated CertificateSecond Half of Incorporation filed with the State of New York on December 27, 19912013 Management Incentive Compensation Plan (previously filed as Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1991 (File No. 000-05110) and incorporated herein by reference).
3.2
Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on February 7, 1997 (previously filed as Exhibit 3(c) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 001-09014) and incorporated herein by reference).
3.3
Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on September 19, 2007 (previously filed as Exhibit 3(i)10.1 to the Registrant's Current Report on Form 8-K filed with the Commission on September 24, 2007 (File No. 000-05110) and incorporated herein by reference).
3.4
Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on May 22, 2013 (previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 29,August 12, 2013 (File No. 001-09014) and incorporated herein by reference).reference.*
 
10.1**Employment Agreement between ChyronHego Corporation and Johan Apel, dated as of May 23, 2013.*
10.2**Employment Agreement between ChyronHego Corporation and Kevin Prince, dated as of May 23, 2013.*
10.3**Employment Agreement between ChyronHego Corporation and Soren Kjellin, dated as of May 23, 2013.*
10.4**Eighth Loan Modification Agreement between Silicon Valley Bank and ChyronHego Corporation, dated August 5, 2013.
31.1**
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2**
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 

29


32.1**
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**
Interactive Data Files formatted in XBRL (Extensible Business Reporting Language) from (a) our Consolidated Balance Sheets as of JuneSeptember 30, 2013 (unaudited) and December 31, 2012, (b) our Consolidated Statements of Operations for the Three and SixNine Months ended JuneSeptember 30, 2013 and 2012 (unaudited), (c) our Consolidated Statements of Comprehensive Income (Loss) for the Three and SixNine Months ended JuneSeptember 30, 2013 and 2012 (unaudited), (d) our Consolidated Statements of Cash Flows for the Three and SixNine Months ended JuneSeptember 30, 2013 and 2012 (unaudited) and (e) the Notes to such Consolidated Financial Statements (unaudited).***
  
 
    *Management contract or compensatory plan or arrangement.
  **Filed herewith.
***Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 


 
30
 

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.


  CHYRONHEGO CORPORATION
  (Registrant)
   
AugustNovember 14, 2013 /s/ Michael Wellesley-Wesley
(Date)      Michael Wellesley-Wesley
       Chief Executive Officer
      (Principal Executive Officer)
   
   
AugustNovember 14, 2013 /s/ Jerry Kieliszak
(Date)      Jerry Kieliszak
       Senior Vice President and Chief Financial Officer
      (Principal Financial Officer)

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