Teledyne LeCroy, Inc. - FORM 10-Q

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EX-31.2 - CERTIFICATION BY THE CFO PURSUANT TO SECTION 302 - Teledyne LeCroy, Inc.	dex312.htm
EX-31.1 - CERTIFICATION BY THE CEO PURSUANT TO SECTION 302 - Teledyne LeCroy, Inc.	dex311.htm
EX-32.1 - CERTIFICATION BY THE CEO PURSUANT TO SECTION 906 - Teledyne LeCroy, Inc.	dex321.htm
EX-32.2 - CERTIFICATION BY THE CFO PURSUANT TO SECTION 906 - Teledyne LeCroy, Inc.	dex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 2, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-26634

LeCROY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


DELAWARE		13-2507777
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

700 CHESTNUT RIDGE ROAD CHESTNUT RIDGE, NEW YORK		10977
(Address of Principal Executive Office)		(Zip Code)

(845) 425-2000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark (“X”) 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 twelve months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark 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). YES ¨ NO ¨

Indicate by check mark (“X”) whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Indicate by check mark (“X”) whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

The number of shares of common stock outstanding as of May 11, 2011 was 16,397,351.

LeCROY CORPORATION

FORM 10-Q

INDEX


		Page No.

PART I

FINANCIAL INFORMATION

Item 1.	Financial Statements:		1

	Consolidated Balance Sheets (Unaudited) as of April 2, 2011 and July 3, 2010		1

	Consolidated Statements of Operations (Unaudited) for the Quarter ended April 2, 2011 (13 weeks) and April 3, 2010 (13 weeks) and Three Quarters ended April 2, 2011 (39 weeks) and April 3, 2010 (40 weeks)		2

	Consolidated Statements of Cash Flows (Unaudited) for the Three Quarters ended April 2, 2011 (39 weeks) and April 3, 2010 (40 weeks)		3

	Notes to Consolidated Financial Statements (Unaudited)		4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24

Item 4.	Controls and Procedures		24

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings		25

Item 1A.	Risk Factors		25

Item 6.	Exhibits		27

Signature			28

LeCroy^®, Wavelink^®, WaveMaster^®, WavePro^®, WaveJet^®, WaveRunner^®, WaveScan™, WaveSurfer™, WaveExpert™, MAUI™, CATC™, WaveAce^® and QualiPHY^® are our trademarks, among others not referenced in this document. All other trademarks or servicemarks referred to in this Form 10-Q are the property of their respective owners.

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

LeCROY CORPORATION

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


In thousands, except par value and share data	April 2, 2011			July 3, 2010*
ASSETS

Current assets:
Cash and cash equivalents	$	7,888		$	7,822
Accounts receivable, net of reserves of $324 and $499 at April 2, 2011 and July 3, 2010, respectively		29,474			26,840
Inventories, net		45,173			30,308
Other current assets		13,575			9,654

Total current assets		96,110			74,624
Property, plant and equipment, net		24,126			20,806
Intangible assets, net		539			409
Other non-current assets		5,776			6,815

Total assets	$	126,551		$	102,654

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	20,279		$	13,649
Accrued expenses and other current liabilities		25,937			12,327
Convertible notes, net of unamortized discount of $986 and $0, respectively		28,664			—

Total current liabilities		74,880			25,976
Long-term bank debt		—			17,000
Convertible notes, net of unamortized discount of $0 and $3,044, respectively		—			36,606
Deferred revenue and other non-current liabilities		3,552			3,296

Total liabilities		78,432			82,878
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value (authorized 5,000,000 shares; none issued and outstanding as of April 2, 2011 and July 3, 2010)		—			—
Common stock, $.01 par value (authorized 45,000,000 shares; 16,300,356 shares issued and outstanding at April 2, 2011 and 12,764,413 shares issued and outstanding at July 3, 2010)		163			128
Additional paid-in capital		151,608			125,392
Accumulated other comprehensive income		4,553			1,992
Accumulated deficit		(108,205	)		(107,736	)

Total stockholders’ equity		48,119			19,776

Total liabilities and stockholders’ equity	$	126,551		$	102,654

*Certain July 3, 2010 amounts have been revised. See Note 1 to consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

LeCROY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Quarter Ended (13 weeks)						Three Quarters Ended
In thousands, except per share data	April 2, 2011			April 3, 2010			April 2, 2011 (39 weeks)			April 3, 2010 (40 weeks)
Revenues:
Test and measurement products	$	43,699		$	31,150		$	122,056		$	85,341
Service and other		2,762			2,433			8,527			7,241

Total revenues		46,461			33,583			130,583			92,582
Cost of revenues		18,019			13,502			51,112			38,656

Gross profit		28,442			20,081			79,471			53,926
Operating expenses:
Selling, general and administrative		17,488			11,889			48,575			30,959
Research and development		9,427			7,232			27,459			20,190

Total operating expenses		26,915			19,121			76,034			51,149

Operating income		1,527			960			3,437			2,777
Other (expense) income:
Gain (loss) on extinguishment of convertible notes, net of issue cost write-off		—			150			(532	)		761
Interest income		12			2			35			31
Interest expense		(489	)		(780	)		(1,901	)		(2,423	)
Amortization of debt discount on convertible notes		(441	)		(543	)		(1,513	)		(1,753	)
Other, net		(23	)		109			(641	)		(161	)

Other expense, net		(941	)		(1,062	)		(4,552	)		(3,545	)

Income (loss) before income taxes		586			(102	)		(1,115	)		(768	)
Provision (benefit) for income taxes		92			(432	)		(645	)		(335	)

Net income (loss)	$	494		$	330		$	(470	)	$	(433	)

Net income (loss) per common share:
Basic	$	$0.03		$	0.03		$	(0.03	)	$	(0.03	)
Diluted	$	$0.03		$	0.03		$	(0.03	)	$	(0.03	)
Weighted average number of common shares:
Basic		16,064			12,476			14,436			12,373
Diluted		16,906			12,678			14,436			12,373

The accompanying notes are an integral part of these consolidated financial statements.

LeCROY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


In thousands	Three Quarters Ended
In thousands	April 2, 2011 (39 weeks)			April 3, 2010 (40 weeks)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(470	)	$	(433	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		4,129			3,960
Share-based compensation		14,829			3,737
Amortization of debt issuance costs		398			356
Amortization of debt discount on convertible notes		1,513			1,753
Deferred income taxes		(792	)		7
Loss (gain) on extinguishment of convertible notes, net of issue cost write-off		532			(761	)
(Gain) loss on disposal of property, plant and equipment		(116	)		24
Change in operating assets and liabilities:
Accounts receivable		(57	)		133
Inventories		(17,175	)		3,557
Other current and non-current assets		(1,704	)		(137	)
Accounts payable, accrued expenses and other liabilities		5,974			(2,344	)

Net cash provided by operating activities		7,061			9,852

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(4,074	)		(1,519	)

Net cash used in investing activities		(4,074	)		(1,519	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit line		3,500			8,500
Repurchase of convertible notes		(10,175	)		(8,603	)
Payments made on capital leases		(190	)		(188	)
Payment of debt issuance costs		(710	)		—
Proceeds from stock issuance, net of underwriters discount		22,699			—
Repayment of borrowings under credit line		(20,500	)		(6,000	)
Proceeds from employee stock purchase and option plans		2,020			234

Net cash used in financing activities		(3,356	)		(6,057	)

Effect of exchange rate changes on cash and cash equivalents		435			32

Net increase in cash and cash equivalents		66			2,308
Cash and cash equivalents at beginning of the period		7,822			6,413

Cash and cash equivalents at end of the period		7,888		$	8,721

Supplemental Cash Flow Disclosure
Cash paid during the period for:
Interest	$	1,217		$	1,548
Income taxes, net of refunds		355			69
Non-cash transactions:
Transfer of inventory into property, plant and equipment		2,429			803
Stock options exercised by employee but unpaid		21			—
Property, plant and equipment acquired under capital lease		794			—

The accompanying notes are an integral part of these consolidated financial statements.

LeCROY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

The accompanying interim Consolidated Financial Statements include all the accounts of LeCroy Corporation (the “Company” or “LeCroy”) and its wholly-owned subsidiaries. These Consolidated Financial Statements are unaudited and should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2010. The accompanying Consolidated Balance Sheet as of July 3, 2010 has been derived from those audited Consolidated Financial Statements.

The Company’s Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements as well as the revenues and expenses reported during the period. The most significant of these estimates and assumptions relate to revenue recognition, reserves for accounts receivable, allowance for excess and obsolete inventory, uncertain tax positions, valuation of deferred tax assets, the effective income tax rate and geographical distribution of taxable income, valuation of long-lived assets, share-based compensation expense, estimation of warranty liabilities and the separation of the convertible notes between debt and equity. These estimates and assumptions are based on management’s judgment and available information and, consequently, actual results could differ from these estimates.

These unaudited Consolidated Financial Statements reflect all adjustments of a normal recurring nature, that are, in the opinion of management, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. Interim period operating results may not be indicative of the operating results for a full year. Inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to prior year amounts to conform with the current period presentation.

The Company’s fiscal years end on the Saturday closest to June 30, resulting in an extra week of results every five or six years. Fiscal 2010 was a fifty-three week year and, as a result, the three quarters ended April 3, 2010 represented a 40-week period compared to a 39-week period for the three quarters ended April 2, 2011.

Correction of an immaterial error in the prior period consolidated financial statements

The Consolidated Balance Sheet as of July 3, 2010 reflects an immaterial correction of approximately $0.9 million to properly classify the deferred tax asset related to the Company’s stock appreciation rights (“SARs”) as a current asset. The Company’s SARs are liability classified awards and are reflected in the Consolidated Balance Sheets as current liabilities. The Company applied the concepts set forth in Staff Accounting Bulletin 99 (“SAB 99”) in order to assess materiality with respect to the balance sheet classification error and determined the impact on prior period financial statements was immaterial. Therefore, the deferred tax asset associated with the awards, which was previously classified as non-current as of July 3, 2010, has been reclassified from Other non-current assets to Other current assets to follow the current classification of the underlying award.

2. Share-Based Compensation

Total share-based compensation expense recorded in the Consolidated Statement of Operations for the quarter ended April 2, 2011 and April 3, 2010 is approximately $5.7 million and $1.8 million, respectively. For the three quarters ended April 2, 2011 and April 3, 2010, total share-based compensation is approximately $14.8 million and $3.7 million, respectively.

Stock Options

The table below presents the assumptions used to calculate the fair value of options granted during the quarter and three quarters ended April 2, 2011 and April 3, 2010:


	Quarter Ended April 2, 2011	Three Quarters Ended April 2, 2011	Quarter Ended April 3, 2010	Three Quarters Ended April 3, 2010
Expected holding period (years)	5.0	5.0	5.0	5.0
Risk-free interest rate	1.95%-2.19%	1.13%-2.19	2.32%-2.47%	2.19%-2.57%
Dividend yield	0.0%	0.0%	0.0%	0.0%
Expected volatility	57.81%-58.26%	56.22%-58.26%	56.07%-56.10%	56.07%-59.01%
Weighted average fair value of options granted	$6.67	$3.30	$2.01	$1.97

Changes in the Company’s stock options for the quarter and three quarters ended April 2, 2011 were:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value ($000)
Outstanding at July 3, 2010		2,274,807		$	6.89
Granted		459,000		$	5.98
Exercised		(37,550	)	$	3.03
Expired		(5,160	)	$	7.27
Forfeited		(19,255	)	$	3.95

Outstanding at October 2, 2010		2,671,842		$	6.81		4.94	$	8,067
Granted		38,056		$	8.96
Exercised		(69,557	)	$	3.38
Expired		(36,278	)	$	17.88
Forfeited		(11,351	)	$	4.03

Outstanding at January 1, 2011		2,592,712		$	6.79		4.78	$	11,114
Granted		36,400		$	13.15
Exercised		(318,917	)	$	4.46
Expired		(22,525	)	$	23.90
Forfeited		(11,840	)	$	3.88

Outstanding at April 2, 2011		2,275,830		$	7.07		4.62	$	13,813

Vested and expected to vest at April 2, 2011		2,192,049		$	7.12		4.40	$	13,254

Exercisable at April 2, 2011		1,091,881		$	9.03		3.46	$	5,382

Approximately 8,100 immediately vested options were granted during the second quarter ended January 1, 2011, representing an annual grant to the board of directors.

The total intrinsic value of stock options exercised during the quarter and three quarters ended April 2, 2011 was approximately $3.1 million and $3.6 million, respectively, as compared to approximately $0.1 million for the quarter and three quarters ended April 3, 2010.

As of April 2, 2011, there was approximately $2.2 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock options granted under the plans. That cost is expected to be recognized over a remaining weighted-average period of approximately 2.9 years. Approximately $0.2 million and less than $0.1 million of compensation cost was capitalized in inventory for the quarters ended April 2, 2011 and April 3, 2010. For the three quarters ended April 2, 2011 and April 3, 2010, approximately $0.4 million and approximately $0.1 million was capitalized in inventory.

Non-Vested Stock

The following table summarizes transactions related to non-vested stock for the quarter and three quarters ended April 2, 2011:


	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested stock at July 3, 2010		120,591		$	9.44
Granted		—		$	—
Vested		(27,313	)	$	12.07
Forfeited		(137	)	$	8.62

Non-vested stock at October 2, 2010		93,141		$	8.67
Granted		45,623		$	8.57
Vested		(55,372	)	$	8.91
Forfeited		—		$	—

Non-vested stock at January 1, 2011		83,392		$	8.46
Granted		—		$	—
Vested		(9,185	)	$	9.51
Forfeited		(1,655	)	$	8.56

Non-vested stock at April 2, 2011		72,552		$	8.33

As of April 2, 2011, there was approximately $0.3 million of total unrecognized compensation cost, net of estimated forfeitures, related to non-vested stock granted under the plans. That cost is expected to be recognized over a remaining weighted-average period of approximately one year.

Employee Stock Purchase Plan (ESPP)

As of April 2, 2011 and July 3, 2010, there was approximately $0.2 million and less than $0.1 million, respectively, of liability classified share-based compensation expense for the ESPP included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

Cash Settled Stock Appreciation Rights (SARs)

The Company records compensation expense ratably over the service period and adjusts for changes in the fair value of SARs at each reporting period. At April 2, 2011, there was approximately $8.3 million of unrecognized compensation cost, net of estimated forfeitures related to the SARs. That cost is expected to be recognized over a weighted average period of approximately 1.6 years.

The table below presents the assumptions used to remeasure the value of the SARs at each reporting period:


	As of April 2, 2011	As of July 3, 2010
Expected holding period (years)	3.0	3.7
Risk-free interest rate	0.80% - 1.53%	1.01% - 1.60%
Dividend yield	0.0%	0.0%
Expected volatility	54.21% - 69.40%	58.00% - 67.88%
Weighted average fair value of SARs granted and outstanding	$7.48	$1.87

As of April 2, 2011 and July 3, 2010, there was approximately $14.0 million and $2.7 million, respectively, of liability classified share-based compensation expense for the SARs included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. Approximately $2.1 million of the liability balance represents SARs payments due for exercises made in the current quarter which remained unpaid as of April 2, 2011.

Changes in the Company’s SARs for the quarter and three quarters ended April 2, 2011 are as follows:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value ($000)
Outstanding at July 3, 2010		3,329,000		$	6.81

Outstanding at October 2, 2010		3,329,000		$	6.81		4.41	$	4,264

Outstanding at January 1, 2011		3,329,000		$	6.81		4.16	$	10,089

Granted		—			—
Exercised		(485,250	)	$	5.98

Outstanding at April 2, 2011		2,843,750		$	6.95		4.15	$	15,356

Vested and expected to vest at April 2, 2011		2,786,477		$	6.97		4.12	$	14,992

Exercisable at April 2, 2011		1,089,000		$	7.90		2.87	$	4,846

The total intrinsic value of SARs exercised during the quarter and three quarters ended April 2, 2011 was approximately $4.0 million. There were no exercises of SARs for the quarter and three quarters ended April 3, 2010.

3. Revenue Recognition

LeCroy recognizes product and service revenue, net of allowances for anticipated returns, provided that (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the selling price is fixed or determinable and (4) collection is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer, or when services have been provided. The price is considered fixed or determinable when it is not subject to refund or adjustments.

Test and measurement products revenue

The Company generates Test and measurement product revenue from the sales of oscilloscopes and application solutions, protocol analyzers, probes and accessories. All sales of Test and measurement products are recorded as revenue according to the above revenue recognition criteria, net of any applicable sales or value added taxes.

Application solutions, which provide oscilloscopes with additional analysis capabilities, are either delivered via compact disc or are already loaded in the oscilloscopes and activated via a key code after the sale is made to the customer. No post-contract support is provided on the application solutions. Certain software is embedded in the Company’s oscilloscopes, but the embedded software component is considered incidental.

In October 2009, the FASB issued amendments to the accounting and disclosure for revenue recognition. These amendments, effective for fiscal years beginning on or after June 15, 2010, modified the criteria for recognizing revenue in multiple element arrangements and the scope of what constitutes a non-software deliverable. Beginning on July 4, 2010, the Company prospectively applied the new revenue recognition guidance. Under the new guidance, the Company’s protocol analyzer products are considered hardware, as the tangible product contains software components and non- software components that function together to deliver the product’s essential functionality. These products are excluded from the scope of software revenue recognition guidance and are subject to other relevant revenue recognition guidance, including the recognition criteria described above. Post-contract support (“PCS”) is provided on certain protocol analyzers. Under the new guidance, when vendor specific objective evidence (“VSOE”) or third party evidence (“TPE”) for deliverables in an arrangement cannot be determined, a best estimate of the selling price (“ESP”) is required to separate the deliverable and allocate arrangement consideration using the relative selling price method. Beginning in fiscal 2011, revenue recognition related to protocol analyzer sales for certain products includes an allocation for PCS, based on management’s estimate of relative selling price, as VSOE is no longer established by the sale of maintenance agreements. Deferred revenue for PCS prior to adopting the new guidance will continue to be recognized, based on its initial deferral period, in accordance with the prospective adoption guidance. The amendments to the accounting and disclosure for revenue recognition did not have a material impact on the Company’s consolidated financial position or results of operations, and therefore, did not require enhanced disclosures.

Revenue recognition requires judgment, including whether an arrangement includes multiple elements, and if so, whether VSOE, TPE or ESP of fair value exists for those elements. A portion of revenue may be recorded as unearned due to undelivered elements. Changes to the elements in an arrangement, the ability to identify VSOE, TPE or ESP for those elements, the fair value of the respective elements and changes to a products estimated life cycle could materially impact the amount of earned and unearned revenue. Judgment is also required to assess whether future releases represent new products, upgrades or enhancements to existing products.

In an effort to provide end-user customers an alternative to purchasing the Company’s higher end products under its standard terms and conditions, the Company offers customers an opportunity to enter into sales-type or direct financing leases for these products. Lease and rental revenues are reported within Test and measurement product revenue and were approximately $0.4 million and $0.6 million for the quarter and three quarters ended April 2, 2011 as compared to approximately $0.1 million and $0.5 million for the quarter and three quarters ended April 3, 2010, respectively.

Service and other revenue

Service and other revenue includes extended warranty contracts, repairs and calibrations performed on instruments after the expiration of their normal warranty period, direct service accessories and packages, payments for research and development activities in accordance with a third party agreement, and software maintenance agreements. The Company records deferred revenue for extended warranty contracts, software maintenance agreements and calibration services and recognizes such revenue on a straight-line basis over the related service period.

The Company recognized approximately $0.3 million and $0.8 million in other revenue related to a research and development and distribution agreement for each of the quarter and three quarter periods ended April 2, 2011 and April 3, 2010, respectively. Revenue is being recognized ratably over the three year term of the agreement.

4. Business Realignment and Restructuring Initiatives

Fiscal 2010 Business Realignment

In the fourth quarter of fiscal 2010, as a result of changes in the selling organization, the Company recorded severance of approximately $0.1 million, which was expensed to Selling, general and administrative (“SG&A”), resulting from headcount reductions of four employees or approximately 1% of the workforce as compared to June 27, 2009. As of April 2, 2011, approximately $0.1 million has been paid in cash and no liability remains.

In the third quarter of fiscal 2010, as a result of administrative changes, the Company recorded severance of approximately $0.2 million, which was expensed to Selling, general and administrative (“SG&A”), resulting from a headcount reduction. As of April 2, 2011, approximately $0.2 million has been paid in cash and no liability remains.

Fiscal 2009 Restructuring Initiatives

In the fourth quarter of fiscal 2009, as a result of the economic downturn and resulting business realignment decisions affecting personnel in Europe, the Company vacated certain space at its Swiss facility. This resulted in a restructuring charge to SG&A expense of approximately $0.7 million, which represented the present value of the estimated future cash payments, net of estimated subrental income and expense, through the remainder of the lease term which will expire in the first quarter of Fiscal 2014. As of April 2, 2011, approximately $0.2 million remains in Accrued expenses and other current liabilities and approximately $0.3 million remains in Deferred revenue and other non-current liabilities on the Consolidated Balance Sheet.

Fiscal 2009 Business Realignment

In the third quarter of fiscal 2009, in an effort to further streamline expenses in response to the dramatic deterioration in economic and market conditions, the Company recorded severance of approximately $2.6 million, of which approximately $0.6 million was expensed to Cost of revenues, approximately $1.1 million was expensed to SG&A and approximately $0.9 million was expensed to Research and development. This resulted from headcount reductions of sixty-two employees or approximately 13.6% of the workforce as compared to June 28, 2008. As of April 2, 2011, approximately $2.5 million has been paid in cash, and approximately $0.1 million remains in Accrued expenses and other current liabilities on the Consolidated Balance Sheet. Severance is estimated to be paid by the end of the third quarter of fiscal 2012.

5. Derivative Instruments and Fair Value

The effect of derivative instruments on the Consolidated Statement of Operations for the quarter and three quarters ended April 2, 2011 and April 3, 2010 is as follows (in thousands):

Derivatives

Location of Gain/(Loss)
Recognized in Income on
Derivatives

Quarter Ended
Amount of Gain/(Loss)
Recognized in Income on
Derivatives

Three Quarters Ended
Amount of Gain/(Loss)
Recognized in Income on
Derivatives

Period ended April 2, 2011 Foreign exchange forward contracts

Other, net

(55

)

853

Period ended April 3, 2010 Foreign exchange forward contracts

Other, net

178

619

The net gains (losses) resulting from changes in the fair value of these derivatives, as presented above, combined with the net losses resulting from transactions denominated in other than their functional currencies were net losses of less than $0.1 million and approximately $0.6 million for the quarter and three quarters ended April 2, 2011, as compared to a net gain of approximately $0.1 million and a net loss of approximately $0.2 million for the quarter and three quarters ended April 3, 2010, respectively.

The U.S. dollar equivalent of outstanding forward foreign exchange contracts, all with maturities of less than six months, is summarized below (in millions):


Contracts	Notional Amount at April 2, 2011		Notional Amount at July 3, 2010
Buy Swiss Francs for US Dollars	$	5.5	$	8.0
Sell Japanese Yen for US Dollars		1.1		—
Buy Japanese Yen for US Dollars		—		2.8
Sell Euros for US Dollars		2.6		4.2
Sell Euros for Swiss francs		3.7		3.0
Other foreign currency forwards		0.1		1.5

Total	$	13.0	$	19.5

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

•

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.

•

Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

•

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

As of April 2, 2011, the fair values of the Company’s financial assets and liabilities are categorized as follows (in thousands):


	Total		Level 1		Level 2		Level 3
Other current assets:
Foreign exchange forward contracts	$	16		—	$	16		—
Accrued expenses and other current liabilities:
Foreign exchange forward contracts	$	71		—	$	71		—

The fair values above were based on observable market transactions of spot currency rates and forward currency prices. The net fair value of the open foreign exchange forward contracts is a net liability of approximately $0.1 million at both April 2, 2011 and July 3, 2010, respectively.

6. Comprehensive Income (Loss)

Comprehensive income (loss) consists of the following (in thousands):


	Quarter Ended					Three Quarters Ended
	April 2, 2011		April 3, 2010			April 2, 2011			April 3, 2010
Net income (loss)	$	494	$	330		$	(470	)	$	(433	)
Foreign currency translation gain (loss)		378		(346	)		2,561			563

Comprehensive income (loss)	$	872	$	(16	)	$	2,091		$	130

7. Inventories, net

Inventories consist of the following (in thousands):


	April 2, 2011		July 3, 2010
Raw materials	$	13,248	$	9,305
Work in process		10,900		6,416
Finished goods		21,025		14,587

Total	$	45,173	$	30,308

The value of demonstration units included in finished goods was approximately $16.0 million and $10.7 million at April 2, 2011 and July 3, 2010, respectively. The Company’s demonstration units are held for sale and are sold regularly in the ordinary course of business through its normal sales distribution channels and to its existing customer base. The allowance for excess and obsolete inventory included above, amounted to approximately $2.6 million and $3.3 million at April 2, 2011 and July 3, 2010, respectively.

8. Other Current Assets

Other current assets consist of the following (in thousands):


	April 2, 2011		July 3, 2010*
Deferred tax assets, net (see Note 1)	$	7,027	$	5,074
Prepaid taxes		568		375
Prepaid deposits		740		656
Other receivables		1,999		1,150
Value-added tax receivable		949		490
Other		2,292		1,909

Total	$	13,575	$	9,654

9. Intangible Assets and Other Non-current Assets

Intangible Assets

The following table reflects the gross carrying amount and accumulated amortization of the Company’s amortizable intangible assets (in thousands):


	Original Weighted Average Lives		April 2, 2011			July 3, 2010
Amortizable intangible assets:
Technology, manufacturing and distribution rights		2.9 years	$	8,546		$	8,296
Accumulated amortization				(8,269	)		(8,188	)

Net carrying amount			$	277		$	108

Patents and other intangible assets		5.9 years		1,592			1,592
Accumulated amortization				(1,330	)		(1,291	)

Net carrying amount			$	262		$	301

Total net carrying amount		3.4 years	$	539		$	409

Other Non-Current Assets

Other non-current assets consist of the following (in thousands):


	April 2, 2011		July 3, 2010 *
Deferred tax assets, net (see Note 1)	$	4,600	$	5,676
Deferred financing costs on convertible note		—		402
Deferred financing costs on credit agreement		472		18
Other		704		719

Total	$	5,776	$	6,815

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	April 2, 2011		July 3, 2010
Compensation and benefits, including severance (a)	$	7,834	$	4,638
SARs liability		11,859		2,705
Warranty		980		867
Deferred revenue, current portion (b)		1,402		1,207
Accrued interest on debt		553		380
Retained liabilities from discontinued operations		160		160
Capital leases, current portion (c)		257		66
Professional fees		437		355
Deferred tax liabilities		277		241
Other current liabilities		2,178		1,708

Total	$	25,937	$	12,327

(a)	Includes approximately $2.1 million of SARs payments due for exercises made in the current quarter which remained unpaid as of April 2, 2011.

(b)	The long-term portion of Deferred revenue is approximately $0.8 million and $0.7 million as of April 2, 2011 and July 3, 2010, respectively, and is classified within Deferred revenues and other non-current liabilities on the Consolidated Balance Sheet.

(c)	The long-term portion of Capital leases is approximately $0.4 million as of April 2, 2011 and is classified within Deferred revenues and other non-current liabilities on the Consolidated Balance Sheet. There was no long-term portion of Capital leases at July 3, 2010.

11. Warranties

The following table is a reconciliation of the changes in the Company’s aggregate product warranty liability (in thousands):


	April 2, 2011			July 3, 2010
Balance at beginning of period	$	867		$	905
Accruals for warranties issued during the period		981			732
Warranty costs incurred during the period		(868	)		(770	)

Balance at end of period	$	980		$	867

12. Debt and Capital Leases

Prior Credit Agreement

The Company’s $50.0 million senior, secured, four-year credit agreement (“Prior Credit Agreement”) included a $5.0 million swingline loan subfacility and a $5.0 million letter of credit subfacility. The Prior Credit Agreement would have expired on July 15, 2011, unless, in the absence of any default it was extended by LeCroy to April 1, 2012, contingent on the waiver or extension of the first redemption date of the Company’s convertible notes.

Borrowings under the Prior Credit Agreement, bore interest at variable rates, based upon LeCroy’s senior leverage ratio, equal to, at the Company’s election, (1) the higher of (a) the prime rate or (b) the federal funds rate plus 0.5%, or (c) one-month London Interbank Offering Rate (“LIBOR”) as defined in the Prior Credit Agreement, plus an applicable margin of between 1.75% and 2.75%, or (2) LIBOR plus an applicable margin of between 2.75% and 3.75%. The Prior Credit Agreement provided for a LIBOR floor of 1.50% and required the Company to pay commitment fees on unused revolver borrowings during the term of the Prior Credit Agreement at rates between 0.25% and 0.5% dependent upon its senior leverage ratio.

New Credit Agreement

On July 29, 2010, LeCroy Corporation entered into an Amended and Restated $50.0 million Senior Secured Credit Agreement (the “New Credit Agreement”) with the lenders listed therein and Manufacturers and Traders Trust Company, as administrative agent for such lenders. The New Credit Agreement amends LeCroy’s Prior Credit Agreement that was entered into on April 30, 2007 and subsequently amended. The terms of the New Credit Agreement provide LeCroy with a $50.0 million revolving credit facility, which includes a $5.0 million swingline loan subfacility and a $5.0 million letter of credit subfacility. LeCroy has the right to increase the total revolving commitment to $60.0 million within the first twenty-four months of the New Credit Agreement upon meeting certain conditions. The performance by LeCroy of its obligations under the New Credit Agreement is secured by all of the assets of LeCroy and its domestic subsidiaries, and is guaranteed by LeCroy’s domestic subsidiaries.

The New Credit Agreement will mature on January 1, 2014. However, if a default or event of default exists or is continuing the maturity date will become July 15, 2011. At the time of expiration all outstanding amounts under the New Credit Agreement will be due and payable. Under certain conditions, the lending commitments under the New Credit Agreement may be terminated by the lenders and amounts outstanding under the New Credit Agreement may be accelerated.

Borrowings under the Agreement (except swing line loans) bear interest at variable rates equal to, at LeCroy’s election, (a) a rate based on LIBOR or (b) Base Rate, as defined, plus a margin based on the total leverage ratio. Swing line loans bear interest at the Base Rate plus the Applicable Margin, as defined. In addition, LeCroy must pay commitment fees during the term of the New Credit Agreement at rates dependent on the Company’s leverage ratio.

Subject to complying with applicable covenants, the proceeds of the borrowings under the New Credit Agreement have and will be used to refinance existing debt, including the ability to retire the outstanding Notes which have a first put or redemption date in October 2011, fund short-term and long-term working capital, for issuance of Letters of Credit and general corporate purposes.

The New Credit Agreement contains, among other things, conditions precedent, affirmative and negative covenants, representations and warranties and events of default. Negative covenants include certain restrictions or limitations on, among other things, the incurrence of indebtedness; pledges, liens and encumbrances; mergers and acquisitions; loans, advances and investments; sales of assets and sale leaseback arrangements; and restricted payments, including distributions, dividends, stock repurchases and the repayment of the Convertible notes. The New Credit Agreement prohibits repayment of the Convertible notes until (i) the total leverage ratio is less than 3.00 to 1.00, (ii) after giving effect to the repurchase the total leverage ratio is less than 3.00 to 1.00 and (iii) LeCroy is in compliance with all of the terms and conditions in the New Credit Agreement prior to and after giving effect to the repurchase.

The Company is required to comply with certain financial covenants, measured quarterly, including, as defined: a total leverage ratio, a senior leverage ratio, a minimum consolidated EBITDA, a minimum fixed charge ratio, a maximum capital expenditure, a maximum debt outstanding and a minimum liquidity. The senior leverage ratio, maximum debt outstanding and minimum liquidity covenants were eliminated under the Second Modification effective January 11, 2011.

First Modification of New Credit Agreement

Effective September 28, 2010, LeCroy entered into a First Modification Agreement to modify the maximum debt outstanding financial covenant of its New Credit Agreement, prior to its removal under the Second Modification effective January 11, 2011.

Second Modification of New Credit Agreement

Effective January 11, 2011, the Company entered into a Second Modification Agreement. Under the Second Modification, certain covenants and terms have been revised. The Company is now required to comply with certain financial covenants, measured quarterly, including, as defined: a total leverage ratio, a minimum consolidated EBITDA, a fixed charge coverage ratio and maximum capital expenditures. This modification lowers certain interest rates and fees payable under the New Credit Agreement and includes a provision for a LIBOR floor of 0.375% per annum. The Applicable Rate Margins for borrowings associated with each leverage ratio tier have been lowered from a range of 2.25%-4.25%, to a new range of 1.0%-3.0%. Additionally, the Second Modification amended restrictive covenants that limited the Company’s ability to make investments, acquisitions and stock repurchase and removed the default clause, making the maturity date January 1, 2014.

The Company incurred approximately $0.7 million of financing costs in connection with the New Credit Agreement (and subsequent modifications) which are being deferred and amortized, on a straight line basis, over the term of the New Credit Agreement, along with the remaining unamortized fees associated with the Prior Credit Agreement of approximately $0.2 million. At April 2, 2011, approximately $0.3 million of deferred financing costs were included in Other current assets and approximately $0.5 million were included in Other non-current assets.

As of April 2, 2011, the Company had no balances outstanding against the credit facility, the letter of credit subfacility or the swingline loan subfacility. As of April 2, 2011, the Company was in compliance with its financial covenants.

Convertible Notes

On October 12, 2006, the Company sold and issued $72.0 million in convertible senior subordinated notes to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Notes”). The Notes bear interest at a rate of 4.00% per annum, payable in cash semi-annually in arrears on each April 15 and October 15. The Notes are direct, unsecured, senior subordinated obligations of the Company and rank: (i) subordinate in right of payment to all of the Company’s existing and future secured indebtedness; (ii) equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness, and (iii) senior in right of payment to all of the Company’s existing and future subordinated indebtedness. In connection with the issuance and sale of the Notes, the Company entered into an indenture dated as of October 12, 2006, with U.S. Bank National Association as trustee. The terms of the Notes are governed by the indenture.

The Notes mature on October 15, 2026 unless earlier redeemed, repurchased or converted. Holders of the Notes will have the right to require the Company to repurchase for cash, all or a portion of their Notes on each of October 15, 2011, October 15, 2016 and October 15, 2021, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, up to but not including, the repurchase date. The Company may, from time to time, at its option repurchase the Notes in the open market. In addition, the Company may redeem the Notes for cash, either in whole or in part, anytime after October 20, 2011 at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, up to but not including the redemption date. The Notes are convertible into Company common stock by the holders at an initial conversion rate equal to 68.7285 shares per $1,000 principal amount of the Notes (equal to an initial conversion price of approximately $14.55 per share), subject to adjustment as described in the indenture. Upon conversion, the Company will deliver for each $1,000 principal amount of Notes, an amount consisting of cash equal to the lesser of $1,000 and the conversion value (as defined in the indenture) and, to the extent that the conversion value exceeds $1,000, at the Company’s election, cash or shares of Company common stock in respect of the remainder. Prior to September 15, 2026, holders may convert their notes into cash and shares of the Company’s common stock, if any, at the applicable conversion rate, at their option, only under limited circumstances described in the indenture. On or after September 15, 2026, holders may convert their notes into cash and shares of the Company’s common stock, if any, at the applicable conversion price, at the Company’s option, at any time prior to the close of business on the business day immediately preceding the maturity date. Upon conversion of each $1,000 principal amount of the notes, the holder will receive an amount in cash equal to the lesser of (i) $1,000 or (ii) the conversion value, as described in the indenture; if the conversion value exceeds $1,000 on the conversion date, the Company will also deliver, at the Company’s election, cash or common stock or combination of each with a value equal to such excess.

As of April 2, 2011 and July 3, 2010, the market value of the Notes was approximately $31.7 million and $37.5 million, respectively. Fair value is determined through information obtained from a third party, using the latest available market data.

As of April 2, 2011, approximately $0.1 million of unamortized fees related to the Notes were included in Other current assets. At July 3, 2010, approximately $0.4 million of unamortized fees were included in Other non-current assets on the Consolidated Balance Sheet.

Below is a summary of the Company’s repurchases of the Notes for the quarter and three quarters ended April 2, 2011 and April 3, 2010 (in thousands):


	Quarter Ended				Three Quarters Ended
	April 2, 2011		April 3, 2010		April 2, 2011 (39 weeks)			April 3, 2010 (40 weeks)
Face value repurchased	$	—	$	5,300	$	10,000		$	8,700
(Loss) gain on extinguishment of convertible notes, net of issue cost write-off		—		150		(532	)		761

The carrying amount of the equity component of the Notes and the principal amount, unamortized discount and net carrying amount of the liability component of the Notes as of April 2, 2011 and July 3, 2010 were as follows (in thousands):


	April 2, 2011			July 3, 2010
Equity component of Notes	$	8,326		$	8,493

Principal amount of Notes	$	29,650		$	39,650
Unamortized discount of Notes		(986	)		(3,044	)

Liability component of Notes	$	28,664		$	36,606

The effective interest rate, contractual interest expense and amortization of debt discount for the Notes for the quarter and three quarters ended April 2, 2011 and April 3, 2010 were as follows:


	Quarter Ended						Three Quarters Ended
	April 2, 2011			April 3, 2010			April 2, 2011 (39 weeks)			April 3, 2010 (40 weeks)
Effective interest rate		10.5	%		10.5	%		10.5	%		10.5	%
(in thousands):
Interest expense—contractual	$	297		$	401		$	988		$	1,371
Amortization of debt discount	$	441		$	543			1,513			1,753

Other

During fiscal 2008, the Company acquired a software license under a capital lease agreement for approximately $0.7 million. The lease bears interest at 7.75% with a three-year term. During the first quarter of 2011, the Company renewed the software license for approximately $0.8 million. The lease bears interest at 5.25% with a three-year term. As of April 2, 2011, approximately $0.3 million was included in Accrued expenses and other current liabilities and approximately $0.4 million was included in Deferred revenue and other non-current liabilities on the Consolidated Balance Sheet.

The Company’s Swiss subsidiary has an overdraft facility totaling 1.0 million Swiss francs for which approximately 0.4 million Swiss francs are being held against supplier obligations, leaving an available balance of 0.6 million Swiss francs under this facility at April 2, 2011. The outstanding balance under this facility remains unchanged from July 3, 2010.

13. Commitments and Contingencies

The Company’s contractual obligations and commitments include obligations associated with employee severance agreements, supplier agreements, operating leases, capital leases, revolving credit and convertible note obligations, as set forth in the Contractual Obligations and Other Commitments table in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). The Company expensed approximately $0.8 million and $2.2 million related to operating leases for the quarter and three quarters ended April 2, 2011, respectively, and approximately $0.6 million and $1.8 million for the quarter and three quarters ended April 3, 2010, respectively.

From time to time, the Company is involved in lawsuits, claims, investigations and proceedings, including, but not limited to, patent, commercial, export and environmental matters which arise in the ordinary course of business. There are no matters currently pending that the Company expects to have a material adverse effect on its business, results of operations, financial condition or cash flows.

In November 2010, as resolution to an ongoing matter, the Company entered into a confidential intellectual property settlement agreement with an entity and several of its employees. Under the terms of the agreement, the Company will receive a series of scheduled payments which will in effect reimburse the Company for legal expenses incurred related to this matter. As payments become virtually certain to be received, the amounts will be credited against Selling, general and administrative (“SG&A”) expenses in the Consolidated Statement of Operations. As of the three quarters ended April 2, 2011, the Company recorded approximately $0.3 million as credits to SG&A expenses for the reimbursement of fees.

14. Common Stock and Net Income (Loss) Per Common Share (EPS)

On November 9, 2010, the Company closed an underwritten public offering of 2,990,000 shares of its common stock at $8.25 per share, raising aggregate proceeds of approximately $22.7 million after deducting the underwriting discount of approximately $1.5 million and other offering related expenses of $0.4 million. The Company used $15.5 million of the proceeds from the offering to repay indebtedness outstanding under the credit facility, in accordance with the provisions of the New Credit Agreement.

The following is a presentation of the numerators and the denominators of the basic and diluted net income (loss) per common share computations for the quarter and three quarters ended April 2, 2011 and April 3, 2010 (in thousands):


	Quarter Ended (13 weeks)				Three Quarters Ended
	April 2, 2011		April 3, 2010		April 2, 2011 (39 weeks)			April 3, 2010 (40 weeks)
Numerator:
Net income (loss)	$	494	$	330	$	(470	)	$	(433	)


Denominator:
Weighted average shares outstanding:
Basic		16,064		12,476		14,436			12,373
Employee stock options and other		842		202		—			—

Diluted		16,906		12,678		14,436			12,373

The computations of diluted EPS for the quarters ended April 2, 2011 and April 3, 2010 do not include approximately 0.4 million and 2.0 million, respectively, of stock options and non-vested stock, as the effect of their inclusion would have been anti-dilutive to EPS. The computations of diluted EPS for the three quarters ended April 2, 2011 and April 3, 2010 do not include approximately 0.8 million and 2.1 million, respectively, of stock options and non-vested stock, as the effect of their inclusion would have been anti-dilutive to EPS. Additionally, the convertible notes had no impact on the diluted EPS calculations because the average share price during the periods was below $14.55 per share (the initial conversion price), and accordingly, the Notes, if converted, would have required only cash at settlement.

15. Employee Benefit Plans

The following table represents consolidated disclosure of the Company’s Swiss defined benefit pension plan, as described in the 2010 Annual Report on Form 10-K.

Components of Net Periodic Benefit Cost

The components of net periodic benefit cost for the quarter and three quarters ended April 2, 2011 and April 3, 2010 are as follows (in thousands):


	Quarter Ended (13 weeks)						Three Quarters Ended
	April 2, 2011			April 3, 2010			April 2, 2011 (39 weeks)			April 3, 2010 (40 weeks)
Service cost	$	94		$	76		$	298		$	208
Interest cost		74			84			232			237
Expected return on plan assets		(74	)		(71	)		(231	)		(199	)

Net periodic pension benefit cost	$	94		$	89		$	299		$	246

16. Income Taxes

The provision (benefit) for income taxes for the three quarters ended April 2, 2011 includes the write-off of deferred tax assets related to equity-based compensation of less than $0.1 million, a tax benefit of approximately $0.3 million related to a retroactive reinstatement of the federal research and development tax credit as a result of the Tax Relief, Unemployment Insurance Authorization, and Job Creation Act of 2010 passed into law on December 17, 2010, and a tax benefit of approximately $0.1 million related to the recognition of prior unrecognized tax benefits due to the expiration of the statute of limitations. The provision (benefit) for income taxes for the three quarters ended April 3, 2010 includes the write-off of deferred tax assets related to equity-based compensation of approximately $0.2 million and a reduction of tax expense of approximately $0.5 million related to the recognition of prior unrecognized tax benefits due to the expiration of the statute of limitations.

The Company calculates income tax expense based upon an annual effective tax rate forecast, including estimates and assumptions that could change during the year. The differences between the effective tax rate and the U.S. federal statutory rate of 35% principally result from the Company’s geographical distribution of taxable income, state and local taxes, graduated federal tax rate reductions, research tax credits, domestic production activities deductions and non-deductible expenses.

At April 2, 2011, the Company’s net U.S. deferred tax assets amounted to approximately $11.6 million. Management has considered the realizability of the deferred tax assets and has concluded that a domestic valuation allowance of approximately $1.4 million should be recorded, mainly related to certain tax credit carryforwards that are not anticipated to be realized. Although management determined that a valuation allowance was not required with respect to the remaining net U.S. deferred tax assets, realization of these assets is primarily dependent on achieving the forecast of future taxable income, as well as prudent and feasible tax planning strategies. Based upon the projections, the domestic net operating loss carryforwards and federal tax credit carryforwards would be fully utilized before expiration.

The Company operates in multiple taxing jurisdictions, both within the United States and outside of the United States, and faces audits from various tax authorities regarding the deductibility of certain expenses, intercompany transactions, as well as other matters. At April 2, 2011, the total amount of liability for unrecognized tax benefits related to federal, state and foreign taxes and accrued interest was approximately $10.7 million of which approximately $1.3 million was reflected as a non-current liability and approximately $9.5 million was reflected as a reduction of gross deferred tax assets, all of which would impact the effective tax rate, if recognized.

The Company believes it is reasonably possible that approximately $0.1 million of net unrecognized tax benefits will be recognized during the next twelve months due to the expiration of the statute of limitations and impact the Company’s effective tax rate. However, actual results could differ from those currently anticipated.

The Company recognizes interest and, if applicable, penalties which could be assessed related to unrecognized tax benefits in income tax expense. As of April 2, 2011, the total amount of accrued interest and penalties, before federal and, if applicable, state effect, was approximately $0.1 million.

The Company files income tax returns in the U.S., various states and in foreign jurisdictions. For federal and foreign income tax purposes, the fiscal 2008 through 2010 tax years remain open for examination by the tax authorities. For state tax purposes, (principally California and New York) fiscal 2007 through 2010 tax years remain open for examination by the tax authorities.

17. Geographic Revenue and Assets

The Company operates in a single-reportable segment in the test and measurement market. Revenues are attributed to countries based on customer ship-to addresses. Revenues by geographic area are as follows (in thousands):


	Quarter Ended (13 weeks)				Three Quarters Ended
	April 2, 2011		April 3, 2010 (a)		April 2, 2011 (39 weeks)		April 3, 2010 (40 weeks) (a)
Americas	$	14,250	$	12,564	$	39,834	$	31,777
Europe/Middle East		16,781		11,071		47,935		33,140
Asia/Pacific		15,430		9,948		42,814		27,665

Total revenues	$	46,461	$	33,583	$	130,583	$	92,582

(a)	The quarter and three quarters ended April 3, 2010 reflect reclassifications of revenue between geographic areas.

Total assets by geographic area are as follows (in thousands):


	April 2, 2011		July 3, 2010
Americas	$	103,762	$	85,088
Europe/Middle East		14,076		11,131
Asia/Pacific		8,713		6,435

Total assets	$	126,551	$	102,654

Total property, plant and equipment, net by geographic area are as follows (in thousands):


	April 2, 2011		July 3, 2010
Americas	$	23,255	$	19,892
Europe/Middle East		415		471
Asia/Pacific		456		443

Total property, plant and equipment	$	24,126	$	20,806

18. New Accounting Pronouncements

Recent pronouncements adopted

Recent pronouncement not yet adopted

There have been no accounting pronouncements recently issued that are expected to materially affect the Company’s consolidated financial position or results of operations.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the audited Consolidated Financial Statements, Notes, MD&A, Risk Factors and Business Risks included in our Annual Report filed on Form 10-K for the fiscal year ended July 3, 2010. Our discussion and analysis is an integral part of understanding our financial results. Also refer to “Basis of Presentation” in the Notes to the Consolidated Financial Statements.

Our Critical Accounting Policies and Estimates

The preparation of our Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the Consolidated Financial Statements and accompanying notes. These estimates and assumptions are based on management’s judgment and available information and, consequently, actual results could differ from these estimates.

The accounting policies that we believe are the most critical to understanding and evaluating our reported financial results include: revenue recognition; reserves on accounts receivable; allowance for excess and obsolete inventory; uncertain tax positions; valuation of deferred tax assets; the effective income tax rate and geographical distribution of taxable income; valuation of long-lived assets; share-based compensation expense; estimation of warranty liabilities and the separation of convertible notes between debt and equity.

Fiscal Year

Our fiscal years end on the Saturday closest to June 30, resulting in an extra week of results every five or six years. Fiscal 2010 was a fifty-three week year and, as a result, the three quarters ended April 3, 2010 represented a 40-week period compared to a 39-week period for the three quarters ended April 2, 2011.

Recent Accounting Pronouncements

There have been no accounting pronouncements recently issued that are expected to materially affect the Company’s consolidated financial position or results of operations.

Consolidated Results of Operations

The following table indicates the percentage of total revenues represented by each item in the Company’s Consolidated Statements of Operations for the quarter and three quarters ended April 2, 2011 and April 3, 2010.


(Unaudited)	Quarter Ended (13 weeks)						Three Quarters Ended
(Unaudited)	April 2, 2011			April 3, 2010			April 2, 2011 (39 weeks)			April 3, 2010 (40 weeks)
Revenues:
Test and measurement products		94.1	%		92.8	%		93.5	%		92.2	%
Service and other		5.9			7.2			6.5			7.8

Total revenues		100.0			100.0			100.0			100.0
Cost of revenues		38.8			40.2			39.1			41.8

Gross profit		61.2			59.8			60.9			58.2
Operating expenses:
Selling, general and administrative		37.6			35.4			37.2			33.4
Research and development		20.3			21.5			21.0			21.8

Total operating expenses		57.9			56.9			58.2			55.2
Operating income		3.3			2.9			2.7			3.0
Other (expense) income:
Gain (loss) on extinguishment of convertible notes, net of issue cost write-off		—			0.4			(0.4	)		0.8
Interest income		—			—			—			—


(Unaudited)	Quarter Ended (13 weeks)						Three Quarters Ended
(Unaudited)	April 2, 2011			April 3, 2010			April 2, 2011 (39 weeks)			April 3, 2010 (40 weeks)
Interest expense		(1.1	)		(2.3	)		(1.5	)		(2.6	)
Amortization of debt discount		(0.9	)		(1.6	)		(1.2	)		(1.9	)
Other, net		—			0.3			(0.5	)		(0.2	)

Other expense, net		(2.0	)		(3.2	)		(3.6	)		(3.9	)
Income (loss) before income taxes		1.3			(0.3	)		(0.9	)		(0.9	)
Provision (benefit) for income taxes		0.2			(1.3	)		(0.5	)		(0.4	)

Net income (loss)		1.1	%		1.0	%		(0.4	)%		(0.5	)%

Comparison of the Quarter Ended April 2, 2011 and April 3, 2010

Total revenues were approximately $46.5 million for the quarter ended April 2, 2011, compared to $33.6 million for the comparable prior year period, representing an increase of approximately 38.3%, or $12.9 million, primarily as a result of an increase in sales of Test and measurement products. Our sales benefited from a strong demand environment that we believe is well matched with our current products and particularly well suited to our core capabilities. In the quarter, we launched our new mid-range WaveRunner 6 Zi oscilloscope, which surpasses all industry benchmarks for performance and price and our highest bandwidth oscilloscope, the Wavemaster 845Zi.

Service and other revenues consist primarily of service revenue and maintenance fees. Service and other revenues were approximately $2.8 million for the quarter ended April 2, 2011, representing an increase of approximately 13.5% or $0.3 million, compared to approximately $2.4 million for the comparable prior year period. The increase was primarily the result of higher customer demand for ancillary service orders.

Revenues by geographic location expressed in dollars (in thousands) and as a percentage of total were:


	Quarter Ended April 2, 2011		percentage			Quarter Ended April 3, 2010 (a)		percentage
Americas	$	14,250		30.7	%	$	12,564		37.4	%
Europe/Middle East		16,781		36.1			11,071		33.0
Asia/Pacific		15,430		33.2			9,948		29.6

Total revenues	$	46,461		100.0	%	$	33,583		100.0	%

(a)	The quarter ended April 3, 2010 reflects reclassifications of revenue between geographic areas.

For the quarter ended April 2, 2011, revenues in dollars increased in all geographic locations due to solid customer demand, predominantly in Japan, China, the UK and Switzerland. For the quarter ended April 2, 2011, favorable foreign currency fluctuations positively impacted revenue by approximately $0.5 million.

Gross profit for the quarter ended April 2, 2011 was approximately $28.4 million, or 61.2% gross margin, compared to approximately $20.1 million, or 59.8% gross margin, for the comparable prior year period. The gross margin for the quarter ended April 2, 2011 was positively impacted by favorable operating leverage from higher volumes and favorable product mix. Share-based compensation expense for the quarter ended April 2, 2011 was approximately $0.2 million compared to less than $0.1 million for the prior comparable period.

Selling, general and administrative (“SG&A”) expense was approximately $17.5 million for the quarter ended April 2, 2011 as compared to approximately $11.9 million for the quarter ended April 3, 2010, representing an increase of approximately 47.1% or $5.6 million. The current quarter reflects increased selling expenses as a result of new hires and higher variable selling and marketing expenses incurred to achieve the higher level of sales. Share-based compensation expense was approximately $4.7 million in the current period as compared to $1.3 million in the third quarter of fiscal 2010, driven by an increase in the fair value of the SARs.

Research and development (“R&D”) expense was approximately $9.4 million for the quarter ended April 2, 2011, compared to approximately $7.2 million for the comparable prior year period, an increase of approximately 30.4% or $2.2 million. The increase in R&D was attributable to incremental charges associated with our new products. Share-based compensation for the quarter ended April 2, 2011 and April 3, 2010 was approximately $0.8 million and $0.3 million respectively, and was primarily impacted by the increase in the fair value of the SARs.

Other expense, net, which consists primarily of: gains and losses on the extinguishment of debt, net of issue cost write-off, interest income and expense, foreign exchange gains and losses and amortization of debt discount on convertible notes was an expense of approximately $0.9 million for the quarter ended April 2, 2011 compared to an expense of approximately $1.1 million for the third quarter ended April 3, 2010. The decrease is predominantly due to an approximate $0.3 million decrease in interest expense for the quarter ended April 2, 2011 as a result of a decreased debt position. The overall decrease is partially offset by the inclusion of an approximate $0.2 million gain on the extinguishment of convertible notes for the quarter ended April 3, 2010, when we repurchased $5.3 million face value of our outstanding notes. We did not repurchase any of our outstanding notes during the quarter ended April 2, 2011.

Comparison of the Three Quarters Ended April 2, 2011 and April 3, 2010

Total revenues were approximately $130.6 million for the three quarters ended April 2, 2011, compared to $92.6 million for the comparable prior year period, representing an increase of approximately $38.0 million, or 41.0%, primarily due to increased customer demand for high-end and mid-range oscilloscopes. The additional week of sales in our fiscal 2010 year had a negligible impact on the year-to-date revenue comparisons.

Service and other revenues consist primarily of service revenue and maintenance fees. Service and other revenues were approximately $8.5 million for the three quarters ended April 2, 2011, representing an increase of approximately 17.8% or $1.3 million, compared to $7.2 million for the comparable prior year period. The increase was primarily the result of increased demand for ancillary services in the current period.

Revenues by geographic location expressed in dollars (in thousands) and as a percentage of total were:


	Three Quarters Ended April 2, 2011 (39 weeks)		percentage			Three Quarters Ended April 3, 2010 (40 weeks) (a)		percentage
Americas	$	39,834		30.5	%	$	31,777		34.3	%
Europe/Middle East		47,935		36.7			33,140		35.8
Asia/Pacific		42,814		32.8			27,665		29.9

Total revenues	$	130,583		100.0	%	$	92,582		100.0	%

(a)	The three quarters ended April 3, 2010 reflects reclassifications of revenue between geographic areas.

For the three quarters ended April 2, 2011, revenues were higher in terms of dollars in all geographic locations due to increased customer demand. For the three quarters ended April 2, 2011, unfavorable foreign currency fluctuations impacted revenue by approximately $0.5 million.

Gross profit for the three quarters ended April 2, 2011 was approximately $79.5 million, or 60.9% gross margin, compared to $53.9 million, or 58.2% gross margin, for the comparable prior year period. The gross margin for the three quarters ended April 2, 2011 was positively impacted by higher volumes and favorable product mix, slightly offset by an increase of approximately $0.3 million of share-based compensation expense. The additional week of cost of sales in our fiscal 2010 year had a negligible impact on the year to date gross profit comparisons.

Selling, general and administrative (“SG&A”) expense was approximately $48.6 million for the three quarters ended April 2, 2011 compared to approximately $31.0 million for the three quarters ended April 3, 2010, representing an increase of approximately $17.6 million or 56.9 %. The increase was mainly attributable to an increase in stock-based compensation expense of approximately $9.6 million driven by the higher fair value of SARs along with higher selling and marketing expenses incurred as a direct result of the 41.0% increase in sales for the period ended April 2, 2011 compared to the period ended April 3, 2010. The additional week of SG&A expenses in our fiscal 2010 year had a negligible impact on the year to date SG&A expense comparisons.

Research and development (“R&D”) expense was approximately $27.5 million for the three quarters ended April 2, 2011, compared to $20.2 million for the comparable prior year period, an increase of approximately 36.0% or $7.3 million. The increase primarily resulted from increases in costs associated with our new products and share-based compensation expense of approximately $1.2 million for the three quarters ended April 2, 2011 versus April 3, 2010, as a result of the higher fair value of the SARs. The additional week of R&D expenses in our fiscal 2010 year had a negligible impact on the year to date R&D expense comparisons.

Other expense, net, which consists primarily of: losses and gains on the extinguishment of our convertible notes, net of issue cost write-off, interest income and expense, foreign exchange gains and losses and amortization of debt discount on convertible notes was approximately $4.6 million for the three quarters ended April 2, 2011 compared to approximately $3.5 million for the three quarters ended April 3, 2010, an increase of approximately $1.0 million or 28.4%. The increase is predominantly due to the loss on the extinguishment of convertible notes, net of issue cost write-off, of approximately $0.5 million for the three quarters ended April 2, 2011 as compared to a net gain of approximately $0.8 million for the prior comparable period. Additionally, foreign currency headwinds contributed to the loss by approximately $0.6 million for the three quarters ended April 2, 2011 compared to approximately $0.2 million in the comparable prior period. Other expense, net was partially offset by a decrease in interest expense of approximately $0.5 million to approximately $1.9 million for the three quarters ended April 2, 2011 as compared to approximately $2.4 million for the three quarters ended April 3, 2010 due to the combined effects of a lower borrowing base and favorable interest rates.

Income Taxes

Our provision (benefit) for income taxes for the three quarters ended April 2, 2011 includes the write-off of deferred tax assets related to equity-based compensation of less than $0.1 million, a tax benefit of approximately $0.3 million related to a retroactive reinstatement of the federal research and development tax credit as a result of the Tax Relief, Unemployment Insurance Authorization, and Job Creation Act of 2010 passed into law on December 17, 2010, and a tax benefit of approximately $0.1 million related to the recognition of prior unrecognized tax benefits due to the expiration of the statute of limitations. Our provision (benefit) for income taxes for the three quarters ended April 3, 2010 includes the write-off of deferred tax assets related to equity-based compensation of approximately $0.2 million and a reduction of tax expense of approximately $0.5 million related to the recognition of prior unrecognized tax benefits due to the expiration of the statute of limitations.

We calculate income tax expense based upon an annual effective tax rate forecast, including estimates and assumptions that could change during the year. The differences between our effective tax rate and the U.S. federal statutory rate of 35% principally result from our geographical distribution of taxable income, state and local taxes, graduated federal tax rate reductions, research tax credits, domestic production activities deductions and non-deductible expenses.

Liquidity and Capital Resources

Cash and cash equivalents at April 2, 2011 were approximately $7.9 million compared to approximately $7.8 million at July 3, 2010. We have no borrowings outstanding under the existing credit facility and approximately $29.7 million principal outstanding under the Notes at April 2, 2011. The Notes mature on October 15, 2026 unless earlier redeemed, repurchased or converted. Holders of the Notes will have the right to require us to repurchase for cash all or a portion of their Notes on October 15, 2011, at a repurchase price equal to 100% of the principal plus accrued and unpaid interest, if any.

On July 29, 2010, we reached an agreement with our lending partners, M&T Bank, RBS Citizens Bank and Capital One, to amend and extend our $50 million revolving line of credit through January 2014. We believe the amendment and extension of our credit facility will provide long-term liquidity and position us to augment our internal cash generation capabilities. The repurchase or retirement of the Notes will be done through a combination of cash generated from operations, working capital and the New Credit Agreement, subject to financial covenants.

Effective September 28, 2010 and January 11, 2011, we modified the New Credit Agreement, resulting in revised covenants and terms. The modifications, as discussed in Note 12 “Debt and Capital Leases” offer less restrictive covenants and improved credit terms.

On November 9, 2010, we completed an underwritten public offering of 2,600,000 shares of our common stock, par value $0.01 per share. The offering price to the public was $8.25 per share, and the Underwriters purchased shares from us at a price of $7.7385 per share. The Underwriters also exercised their option to purchase 390,000 additional shares. The net proceeds from the sale of 2,990,000 shares of common stock were approximately $22.7 million, after deducting the underwriters discount and direct offering expenses. We used $15.5 million of proceeds from this offering to repay indebtedness outstanding under our revolving credit facility.

We believe that our cash and cash equivalents on hand, cash flow expected to be generated by our operations and availability under our revolving credit line will be sufficient to fund our operations, working capital and capital expenditure requirements for the foreseeable future, as well as repurchase or retire our Notes.

Operating Activities

Net cash provided by operating activities was approximately $7.1 million for the three quarters ended April 2, 2011 compared to net cash provided by operating activities of approximately $9.9 million in the same period last year. The fiscal 2011 net cash provided by operating activities was attributable to net loss, working capital consumption and deferred income taxes of approximately $0.5 million, $13.0 million and $0.8 million, respectively, more than offset by share-based compensation expense of approximately $14.8 million, non-cash depreciation and amortization of approximately $4.1 million, debt related amortization of approximately $1.9 million and loss on extinguishment of convertible notes, net of issue cost write-off, of approximately $0.5 million. The net cash provided by operating activities in fiscal 2010 was attributable to net loss of approximately $0.4 million and non-cash gain on the extinguishment of convertible notes, net of issue cost write-off of approximately $0.8 million and was more than offset by working capital contributions of approximately $1.2 million, non-cash depreciation and amortization of approximately $4.0 million, share-based compensation expense of approximately $3.7 million and debt related amortization of approximately $2.1 million.

Investing Activities

Net cash used in investing activities was attributable to the purchase of property, plant and equipment of approximately $4.1 million for the three quarters ended April 2, 2011 compared to approximately $1.5 million in the comparable prior year period. As a result of our improving financial condition, we have increased discretionary capital spending which had been significantly impacted by our cost-reduction program initiated in fiscal 2009.

Financing Activities

Net cash used in financing activities was approximately $3.4 million for the three quarters ended April 2, 2011, compared to net cash used in financing activities of approximately $6.1 million in the same period in fiscal 2010. Net cash used in financing activities was primarily due to the repayment of borrowings under the revolving credit line of $20.5 million, repurchase of convertible notes of approximately $10.2 million, payment of debt issuance costs of approximately $0.7 million in connection with the New Credit Agreement entered into on July 29, 2010 and subsequent modifications and payment of capital lease obligations of approximately $0.2 million. Net cash used in financing activities was partially offset by proceeds from our stock issuance, net of underwriters’ discount of approximately $22.7 million, borrowings under our credit line of $3.5 million and proceeds from employee stock purchase and option plans of approximately $2.0 million. Net cash used in financing activities in fiscal 2010 was primarily due to the repurchase of convertible notes of approximately $8.6 million and was partially offset by net borrowings of approximately $2.5 million under our line of credit.

Contractual Obligations and Other Commitments

Our contractual obligations and commitments include obligations associated with our employee severance agreements, supplier agreements, operating and capital leases, revolving credit and Convertible note obligations, as set forth in the table below (in thousands):


	Payments due by Period as of April 2, 2011
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Severance	$	117	$	117	$		$	—	$	—
Supplier agreements		1,241		981		260		—		—
Operating lease obligations		6,589		2,507		3,430		652		—
Vendor supplied capital lease agreement, including interest		720		288		432		—		—
Convertible notes, principal amount (1)		29,650		29,650		—		—		—
Convertible notes, contractual interest (1)		1,186		1,186		—		—		—

Total (2)	$	39,503	$	34,729	$	4,122	$	652	$	—

(1)

The Convertible notes mature on October 15, 2026. Holders of the Convertible notes have the right to require the Company to purchase all or a portion of the Convertible notes on October 15, 2011, which is reflected above. The Convertible notes bear interest at a rate of 4% per annum, payable in cash semi-annually in arrears on each April 15 and October 15. The contractual interest assumes the Convertible notes principal amount remains unchanged (see Note 12 – Debt and Capital Leases).

(2)

The Contractual Obligations and Other Commitments table does not include any reserves for income taxes because we are unable to reasonably predict the ultimate amount or timing of settlement of our reserves. Additionally, as of April 2, 2011, there are no amounts outstanding under our revolving credit facility.

Reconciliation of U.S. GAAP and Non-GAAP Information

The following table provides a reconciliation of EBITDA and Adjusted EBITDA for the periods indicated to net income (loss), which is the most directly comparable financial measure presented in accordance with U.S. GAAP (in thousands):


	Quarter Ended (13 weeks)						Three Quarters Ended
	April 2, 2011			April 3, 2010			April 2, 2011 (39 weeks)			April 3, 2010 (40 weeks)
Net income (loss)	$	494		$	330		$	(470	)	$	(433	)
Interest expense, net		477			778			1,866			2,392
Amortization of debt discount on convertible notes		441			543			1,513			1,753
Income tax provision (benefit)		92			(432	)		(645	)		(335	)
Depreciation and amortization		1,419			1,278			4,129			3,960

EBITDA		2,923			2,497			6,393			7,337
Share-based compensation		5,712			1,761			14,829			3,737
Business realignment		7			192			56			321
Loss (gain) on foreign exchange, net		25			(108	)		640			171
(Gain) loss on extinguishment of convertible notes, net of issue costs		—			(150	)		532			(761	)
Other (income) expense		(2	)		(1	)		1			(10	)

Adjusted EBITDA	$	8,665		$	4,191		$	22,451		$	10,795

EBITDA and Adjusted EBITDA are not defined under generally accepted accounting principles as applied in the United States. We define EBITDA as net income (loss) before interest (including the amortization of the debt discount on convertible notes), income taxes and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for share-based compensation, business realignment and other, net. Under our New Credit Agreement, we are required to comply with certain financial covenants, including a minimum consolidated EBITDA as such term is defined in that agreement and may differ from the calculation presented above. We use EBITDA and Adjusted EBITDA as tools to evaluate our operating performance. We believe that EBITDA and Adjusted EBITDA provide useful information to management, investors and prospective investors by excluding certain charges and other amounts that relate to capital structure (affecting interest expense), tax positions (such as the impact of changes in effective tax rate, net operating losses and uncertain tax positions or valuation allowance), the age and book depreciation of property and equipment (affecting depreciation expense), and share-based compensation. EBITDA and Adjusted EBITDA are included in this presentation to provide management, our investors and prospective investors with an alternative method for assessing our operating results in a manner that is focused on the performance of our operations and to provide a consistent basis for comparison between periods. We believe EBITDA and Adjusted EBITDA when viewed with both our U.S. GAAP results and the reconciliation to net income (loss) provides a more complete understanding of our business than could otherwise be obtained absent this disclosure. Items excluded from EBITDA and Adjusted EBITDA, such as interest, income taxes, depreciation and amortization and share-based compensation, are significant components in understanding our financial performance. EBITDA and Adjusted EBITDA as calculated by us are not necessarily comparable to similarly titled measures used by other companies or terms defined in our New Credit Agreement.

There are material limitations associated with the use of EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to net income (loss) as determined by U.S. GAAP. Furthermore, EBITDA and Adjusted EBITDA do not necessarily indicate whether cash flows will be sufficient for cash requirements because the measures do not include reductions for cash payments for our obligation to service our debt, fund our working capital, pay for the exercise of stock appreciation rights, make capital expenditures and make acquisitions or pay our income taxes; nor are they measures of our profitability because they do not include costs and expenses identified above.

Forward-Looking Information

We discuss expectations regarding our future performance in our annual and quarterly reports, press releases, and other written and oral statements. These “forward-looking” statements are based on currently available information, business plans and projections about future events and trends. They are inherently uncertain, and investors must recognize that events could turn out to be significantly different from our expectations. When used in this Form 10-Q, the words “anticipate”, “believe”, “estimate”, “will”, “plan”, “intend”, “expect” and similar expressions identify forward-looking statements. Except as required by federal securities law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. When evaluating our business, the Risk Factors included in Item 1A. of our Annual Report filed on Form 10-K for the fiscal year ended July 3, 2010 should be considered in conjunction with all other information included in our filings.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2010.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended April 2, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

LeCROY CORPORATION

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

ITEM 1A.

RISK FACTORS

There has been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended July 3, 2010, other than the addition of the risk factors below.

Our common stock price and Convertible notes valuation may be subject to significant fluctuations and volatility.

The market price of our common stock and valuation of our Convertible notes fluctuates significantly. The stock price and Convertible notes valuation could fluctuate in the future due to a number of factors, some of which are beyond our control. These factors include:

•

historically low trading volume in our stock and Convertible notes relative to alternative investments;

•

announcements of developments related to our business, including additions or departures of key personnel;

•

announcements of technological innovations or new products or enhancements by us or our competitors;

•

sales by competitors, including sales to our customers;

•

sales of common stock into the public market, including those by directors and members of management;

•

developments in our relationships with our customers, partners, distributors and suppliers;

•

shortfalls or changes from analysts’ expectations in revenue, gross profits, earnings or losses, or other financial results;

•

changes to or discontinuance of our stock or Convertible note repurchase programs;

•

regulatory developments;

•

fluctuations in results of operations;

•

failure to meet our financial obligations and covenants under any loans or financing agreements;

•

the availability and terms of future financing options, in order to refinance existing debt;

•

trends in the seasonality of our sales; and

•

general conditions in our market or the markets served by our customers.

In addition, in recent years the stock market in general and the market for shares of technology stocks in particular have experienced extreme price fluctuations, which have often been due, in part, to factors other than the operating performance of the affected companies. We cannot ensure that the market price of our common stock and valuation of our Convertible notes will not decline substantially, or otherwise continue to experience significant fluctuations in the future, including fluctuations that are unrelated to our operating performance.

Such significant fluctuations in our stock price could unexpectedly materially increase or decrease our costs. We have used SARs as a component of our executive compensation, as we believe that SARs awards motivate our executives to maximize long-term shareholder value. We record share-based compensation expense in the Consolidated Statements of Operations, using the fair value method. We cannot predict the market value of our common stock at the time of the exercise of these grants, nor the magnitude of cash settlement at any particular time over the terms of these grants. Our SARs, which are classified as liability awards, have been and will continue to be, re-measured at fair value at each reporting period until all awards are settled. Fluctuations in the fair value of our SARs are recorded as increases or decreases in share-based compensation expense. The volatility of our common stock price impacts our ability to provide accurate guidance on our future reported financial results, as it drives the fair value of the SARs. To the extent that there are significant fluctuations in our common stock price, the re-measurement of the SARs liability could have a material impact on our reported results, financial position and cash flows.

The recent earthquake and tsunami, and other collateral events, in Japan may adversely affect the demand for our products and services in the Japanese market, which may cause a decline in revenues and negatively affect our operating results.

The March 11, 2011 earthquake and tsunami in Japan and other collateral events, including among others, the nuclear reactor disaster, the catastrophic loss of lives, businesses, infrastructure and delays in transportation, may have a direct negative impact on us or an indirect negative impact on us by affecting our employees, customers, suppliers, or the overall economy in Japan and may reduce the demand for our products and services. As a result, these events could cause a decline in our revenue in Japan and our results of operations could be materially and adversely affected.

The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.

ITEM 6.

EXHIBITS

The following exhibits are filed herewith.


Exhibit Number	Description	Filed Herewith

31.1	Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.		x

31.2	Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.		x

32.1	Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.		x

32.2	Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.		x

SIGNATURE

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.


Date: May 16, 2011		LeCROY CORPORATION

		/S/ SEAN B. O’CONNOR
		Sean B. O’Connor
		Vice President and Chief Financial Officer, Secretary and Treasurer

Large accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller Reporting Company