United States Securities and Exchange Commission

Washington, DC 20549



FORM 10-Q





|[ x ]                                                  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934 
|------------------------------------------------------ | -----------------------------------------------------------------------------------------
|                                                      
|For the Quarterly Period Ended September 30, 2008     
|                                                      
|[   ]                                                  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934
|                                                      
|For the transition period from _________to ________.  
|                                                      
|Commission File Number 001-09014                      
|Chyron Corporation                                    
|(Exact name of registrant as specified in its charter)



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

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



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





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



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



The number of shares outstanding of the issuer's common stock, par value $.01 per share, on November 1, 2008 was 15,663,675.



---



CHYRON CORPORATION







INDEX







|PART I   | FINANCIAL INFORMATION                                                | Page
|-------- | -------------------------------------------------------------------- | ----
|         |                                                                      |     
|Item 1.  | Financial Statements                                                 |     
|         | Consolidated Balance Sheets as of September 30, 2008 (unaudited) and |     
|         | December 31, 2007                                                    | 3   
|         |                                                                      |     
|         | Consolidated Statements of Income (unaudited) for the Three Months   |     
|         | ended September 30, 2008 and 2007                                    | 4   
|         |                                                                      |     
|         | Consolidated Statements of Income (unaudited) for the Nine Months    |     
|         | ended September 30, 2008 and 2007                                    | 5   
|         |                                                                      |     
|         | Consolidated Statements of Cash Flows (unaudited) for the Nine       |     
|         | Months ended September 30, 2008 and 2007                             | 6   
|         |                                                                      |     
|         | Notes to Consolidated Financial Statements (unaudited)               | 7   
|         |                                                                      |     
|Item 2.  | Management's Discussion and Analysis of Financial Condition          |     
|         | and Results of Operations                                            | 16  
|         |                                                                      |     
|Item 3.  | Quantitative and Qualitative Disclosures About Market Risk           | 23  
|         |                                                                      |     
|Item 4T. | Controls and Procedures                                              | 24  
|         |                                                                      |     
|PART II  | OTHER INFORMATION                                                    |     
|         |                                                                      |     
|Item 1.  | Legal Proceedings                                                    | 25  
|         |                                                                      |     
|Item 1A. | Risk Factors                                                         | 25  
|         |                                                                      |     
|Item 6.  | Exhibits                                                             | 26  
|         |                                                                      |     

2

---





PART I  FINANCIAL INFORMATION

Item 1.    Financial Statements

CHYRON CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

|                                                               | Unaudited     |             
|-------------------------------------------------------------- | ------------- | ------------
|                                                               | September 30, | December 31,
|ASSETS                                                         | 2008          | 2007        
|Current assets:                                                |               |             
|Cash and cash equivalents                                      | $  4,931      | $  6,290    
|Accounts receivable, net                                       | 6,178         | 5,909       
|Inventories, net                                               | 3,086         | 2,796       
|Deferred taxes                                                 | 2,572         | 686         
|Prepaid expenses and other current assets                      | 947           | 441         
|Total current assets                                           | 17,714        | 16,122      
|                                                               |               |             
|Property and equipment, net                                    | 1,438         | 1,239       
|Intangible assets, net                                         | 1,050         | -           
|Goodwill                                                       | 2,049         | -           
|Deferred taxes                                                 | 16,128        | 1,941       
|Other assets                                                   | 10            | 175         
|TOTAL ASSETS                                                   | $38,389       | $19,477     
|                                                               |               |             
|LIABILITIES AND SHAREHOLDERS' EQUITY                           |               |             
|                                                               |               |             
|Current liabilities:                                           |               |             
|Accounts payable and accrued expenses                          | $  3,844      | $  5,514    
|Deferred revenue                                               | 2,143         | 1,927       
|Promissory note payable, net of debt discount                  | 992           | -           
|Pension liability                                              | 250           | 197         
|Capital lease obligations                                      | 42            | 37          
|Total current liabilities                                      | 7,271         | 7,675       
|                                                               |               |             
|Pension liability                                              | 445           | 1,121       
|Deferred revenue                                               | 438           | 434         
|Other liabilities                                              | 79            | 111         
|Total liabilities                                              | 8,233         | 9,341       
|                                                               |               |             
|Commitments and contingencies                                  |               |             
|                                                               |               |             
|Shareholders' equity:                                          |               |             
|Preferred stock, par value without designation                 |               |             
|Authorized - 1,000,000 shares, issued - none                   |               |             
|Common stock, par value $.01                                   |               |             
|Authorized - 150,000,000 shares                                |               |             
|Issued and outstanding -  15,663,675 at September 30, 2008 and |               |             
|15,309,456 at December 31, 2007                                | 157           | 153         
|Additional paid-in capital                                     | 77,905        | 75,935      
|Accumulated deficit                                            | (48,101)      | (66,159)    
|Accumulated other comprehensive income                         | 195           | 207         
|Total shareholders' equity                                     | 30,156        | 10,136      
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     | $38,389       | $19,477     







See Notes to Consolidated Financial Statements

3

---





CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(In thousands, except per share amounts)

(Unaudited)





|                                           | 2008    | 2007  
|------------------------------------------ | ------- | ------
|                                           |         |       
|Net sales                                  | $9,305  | $8,741
|Cost of products sold                      | 2,797   | 2,884 
|Gross profit                               | 6,508   | 5,857 
|                                           |         |       
|Operating expenses:                        |         |       
|Selling, general and administrative        | 4,146   | 3,746 
|Research and development                   | 1,658   | 1,328 
|                                           |         |       
|Total operating expenses                   | 5,804   | 5,074 
|                                           |         |       
|Operating income                           | 704     | 783   
|                                           |         |       
|Interest expense                           | (27)    | (6)   
|                                           |         |       
|Interest income                            | 14      | 28    
|                                           |         |       
|Other (expense) income, net                | (53)    | 108   
|                                           |         |       
|Income before taxes                        | 638     | 913   
|                                           |         |       
|Provision for income tax benefit (expense) | 16,056  | (13)  
|                                           |         |       
|Net income                                 | $16,694 | $900  
|                                           |         |       
|Net income per common share:               |         |       
|Basic                                      | $1.07   | $0.06 
|Diluted                                    | $1.00   | $0.06 
|Weighted average shares outstanding:       |         |       
|Basic                                      | 15,641  | 15,227
|Diluted                                    | 16,713  | 16,041







See Notes to Consolidated Financial Statements

4

---





CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(In thousands, except per share amounts)
(Unaudited)





|                                           | 2008    | 2007   
|------------------------------------------ | ------- | -------
|                                           |         |        
|Net sales                                  | $27,652 | $23,025
|Cost of products sold                      | 8,004   | 7,412  
|Gross profit                               | 19,648  | 15,613 
|                                           |         |        
|Operating expenses:                        |         |        
|Selling, general and administrative        | 12,756  | 10,465 
|Research and development                   | 4,861   | 3,732  
|                                           |         |        
|Total operating expenses                   | 17,617  | 14,197 
|                                           |         |        
|Operating income                           | 2,031   | 1,416  
|                                           |         |        
|Interest expense                           | (73)    | (26)   
|                                           |         |        
|Interest income                            | 52      | 91     
|                                           |         |        
|Other income, net                          | 32      | 132    
|                                           |         |        
|Income before taxes                        | 2,042   | 1,613  
|                                           |         |        
|Provision for income tax benefit (expense) | 16,016  | (38)   
|                                           |         |        
|Net income                                 | $18,058 | $1,575 
|                                           |         |        
|Net income per common share:               |         |        
|Basic                                      | $1.16   | $0.10  
|Diluted                                    | $1.08   | $0.10  
|                                           |         |        
|Weighted average shares outstanding:       |         |        
|Basic                                      | 15,566  | 15,222 
|Diluted                                    | 16,644  | 15,985 





See Notes to Consolidated Financial Statements

5

---





CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(In thousands)
(Unaudited)

|                                                                 | 2008      | 2007    
|---------------------------------------------------------------- | --------- | --------
|CASH FLOWS FROM OPERATING ACTIVITIES:                            |           |         
|Net income                                                       | $18,058   | $  1,575
|Adjustments to reconcile net income to cash provided by          |           |         
|operating activities:                                            |           |         
|Deferred tax asset allowance reversal                            | (16,884)  | -       
|Deferred income tax expense                                      | 782       | -       
|Depreciation and amortization                                    | 689       | 388     
|Amortization of debt discount                                    | 23        | -       
|Inventory provisions                                             | 87        | 290     
|Share-based compensation expense                                 | 725       | 360     
|Other                                                            | (6)       | 25      
|Changes in operating assets and liabilities:                     |           |         
|Accounts receivable                                              | (269)     | (414)   
|Inventories                                                      | (377)     | 115     
|Prepaid expenses and other assets                                | (520)     | (74)    
|Accounts payable and accrued expenses                            | (1,642)   | 797     
|Deferred revenue                                                 | 220       | 519     
|Other liabilities                                                | (623)     | (275)   
|Net cash provided by operating activities                        | 263       | 3,306   
|                                                                 |           |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                            |           |         
|Acquisitions of property and equipment                           | (755)     | (640)   
|Acquisition of AXIS graphics                                     | (1,063)   | -       
|Net cash used in investing activities                            | (1,818)   | (640)   
|                                                                 |           |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                            |           |         
|Net proceeds from stock options and payment of fractional shares | 222       | 1       
|Payments on capital lease obligations                            | (26)      | (29)    
|Net cash provided by (used in) financing activities              | 196       | (28)    
|                                                                 |           |         
|Change in cash and cash equivalents                              | (1,359)   | 2,638   
|Cash and cash equivalents at beginning of period                 | 6,290     | 2,362   
|Cash and cash equivalents at end of period                       | $4,931    | $5,000  
|                                                                 |           |         
|SUPPLEMENTAL CASH FLOW INFORMATION:                              |           |         
|Interest paid during the period                                  | $      43 | $     11
|Assets acquired under capital lease                              | -         | 11      
|Restricted stock issued for acquisition                          | 1,027     | -       
|Promissory note issued for acquisition                           | 1,000     | -       



See Notes to Consolidated Financial Statements

6

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)





1. BASIS OF PRESENTATION



General



In the opinion of management of Chyron Corporation (the "Company" or "Chyron"), the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2008 and the consolidated results of its operations and its cash flows for the periods ended September 30, 2008 and 2007. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2008. In addition, management is required to make estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Also, during interim periods, certain costs and expenses are allocated among periods based on an estimate of time expired, benefit received, or other activity associated with the periods. Accordingly, actual results could differ from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2007. The December 31, 2007 figures included herein were derived from such audited consolidated financial statements.

Nature of Business



Chyron provides sophisticated graphics offerings that include Online, Chyron's AXIS Graphics online content creation software, HD/SD switchable on-air graphics systems, clip servers, channel branding and telestration systems, graphic asset management and XMP integration solutions, and the WAPSTR mobile phone newsgathering application, as well as digital signage. As a pioneer of Graphics as a Service for all digital video media, Chyron addresses the world of digital and broadcast graphics with Web, Mobile, HD, 3D and newsroom integration solutions.



Net Income Per Share



We report our net income per share in accordance with Financial Accounting Standards Board Statement No. 128, "Earnings Per Share." Basic earnings per share is computed based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the sum of the weighted average number of common shares outstanding and common stock equivalents. Shares used to calculate earnings per share are as follows (in thousands):

7

---





|                                               | Three Months         | Nine Months        
|---------------------------------------------- | -------------------- | -------------------
|                                               | Ended September  30, | Ended September 30,
|                                               | 2008                 | 2007               
|Basic weighted average shares outstanding      | 15,641               | 15,227             
|Effect of dilutive stock options               | 1,072                | 814                
|Diluted weighted average shares outstanding    | 16,713               | 16,041             
|                                               |                      |                    
|Weighted average shares which are not included |                      |                    
|in the calculation of diluted net income  per  |                      |                    
|share because their impact is anti-dilutive    |                      |                    
|Stock options                                  | 697                  | 241                



Fair Value Measurement



In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 establishes a common definition for fair value to be applied to U.S. generally accepted accounting principles requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159 permits entities to choose to measure financial assets and liabilities (except for those that are specifically excluded from the scope of the SFAS 159) at fair value. The election to measure a financial asset or liability at fair value can be made on an instrument-by-instrument basis and is irrevocable. The difference between carrying value and fair value at the election date is recorded as an adjustment to opening retained earnings. Subsequent changes in fair value are recognized in earnings.



Beginning January 1, 2008, we partially applied FAS 157 as allowed by FASB Staff Position (FSP) 157-2, which delayed the effective date of FAS 157 for nonfinancial assets and liabilities. As of January 1, 2008, we have applied the provisions of FAS 157 to our financial instruments and the impact was not material. Under FSP 157-2, we will be required to apply FAS 157 to our nonfinancial assets and liabilities beginning January 1, 2009. We are currently reviewing the applicability of FAS 157 to our nonfinancial assets and liabilities and the potential impact that application will have on our consolidated financial statements.



2. SHARE BASED COMPENSATION



We account for share-based compensation cost in accordance with Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment." For stock options granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of Emerging Issues Task Force ("EITF") Issue No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services" and EITF 00-18 "Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees," as amended. The fair value of each option award is estimated on the date of grant using a Black-Scholes
option valuation model. Expected volatility is based on the historical

8

---



volatility of the price of the Company's stock. The
risk-free interest rate is based on U.S. Treasury issues with a term equal to
the expected life of the option. The Company uses historical data to estimate
expected dividend yield, expected life and forfeiture rates. In the nine months
ended September 30, 2008, 550,000 non-qualified options were granted to
non-employees for services, 120,000 non-qualified options were granted to
members of our Board of Directors and 394,750 options were granted to employees.
The options granted to employees are incentive stock options to the extent
permitted by the Internal Revenue Code. Certain of the options granted to
non-employees are performance based options which vest on certain financial
targets being met. In the current quarter it was determined that these financial
targets would not be met and prior compensation costs were reversed in the
current quarter. The fair values of the options granted were estimated based on
the following weighted average assumptions:



|                                        | Three Months        | Nine Months        
|--------------------------------------- | ------------------- | -------------------
|                                        | Ended September 30, | Ended September 30,
|                                        | 2008                | 2007               
|Expected volatility                     | 104.9%              | 98.0%              
|Risk-free interest rate                 | 3.40%               | 4.57%              
|Expected dividend yield                 | 0.0%                | 0.0%               
|Expected life (in years)                | 6.0                 | 4.0                
|Estimated fair value per option granted | $4.82               | $2.43              



The impact on our results of operations of recording share-based compensation expense is as follows (in thousands):





|                                    | Three Months        | Nine Months        
|----------------------------------- | ------------------- | -------------------
|                                    | Ended September 30, | Ended September 30,
|                                    | 2008                | 2007               
|Cost of products sold               | $  33               | $  28              
|Research and development            | 74                  | 61                 
|Selling, general and administrative | 65                  | 109                
|                                    | $172                | $198               



As of September 30, 2008, there was approximately $2.3 million of total unrecognized share-based compensation cost related to options granted under our plans to employees or for services performed by non-employees that will be recognized over the next three years, although a portion of this unrecognized compensation is dependent upon certain performance-based criteria that may not be met.



9

---



3. INVENTORIES



Inventory, net is comprised of the following (in thousands):





|                 | September 30, | December 31,
|---------------- | ------------- | ------------
|                 | 2008          | 2007        
|Finished goods   | $   489       | $   537     
|Work-in-progress | 378           | 348         
|Raw materials    | 2,219         | 1,911       
|                 | $3,086        | $2,796      



4. ACQUISITION OF AXIS



On January 14, 2008, Chyron entered into an Asset Purchase Agreement (the "Purchase Agreement") with AXIS Graphics, LLC, a Delaware limited liability company ("AXIS") and Pyburn Films, Inc., a New York corporation ("PFI"), whereby Chyron purchased substantially all of the assets and certain liabilities of AXIS. The purchase price was $3.068 million consisting of (i) $1.041 million in cash payable at closing; (ii) 195,313 shares of restricted common stock of Chyron, valued at the closing price of $5.26 per share on the American Stock Exchange on the closing date ($1.027 million); and (iii) an unsecured, subordinated promissory note due December 31, 2008, in the principal amount of $1.0 million (recorded at a discounted value of $0.969 million to account for the below market interest rate associated with the note), bearing a 5% per annum interest rate with interest payable quarterly. Expenses totaling $0.195 million (as of September 30, 2008) and a debt discount of $0.031 million were also included for an aggregate purchase price of $3.232 million.



The acquisition of AXIS has been accounted for in accordance with SFAS 141. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on estimates of their respective fair values at the date of acquisition. All amounts will be deductible for federal tax purposes. Following is a summary of the purchase price allocation (in thousands):





|Fixed assets      | $     41
|----------------- | --------
|Intangible assets | 1,142   
|Goodwill          | 2,049   
|                  | $3,232  



The components and estimated useful lives of intangible assets acquired as of September 30, 2008 are as stated below. Amortization is provided on a straight line method, or in the case of customer relationships, on an accelerated method, over the following estimated useful lives (in thousands):

10

---





|                                | Gross   | Accumulated  | Net     | Estimated  
|------------------------------- | ------- | ------------ | ------- | -----------
|                                | Amount  | Amortization | Amount  | Useful Life
|Tradenames                      | $   304 | $  15        | $   289 | 15 years   
|Proprietary technology          | 620     | 47           | 573     | 10 years   
|Non-compete agreement           | 25      | 6            | 19      | 3 years    
|Customer relationships          | 170     | 22           | 148     | 10 years   
|Domain name and related website | 23      | 2            | 21      | 15 years   
|                                | $1,142  | $92          | $1,050  |            



Amortization expense related to intangible assets for the three and nine month periods ended September 30, 2008, was $31 thousand and $92 thousand, respectively.



Following are the unaudited proforma results of operations for the three and nine months ended September 30, 2008 and 2007, as if the Company had acquired AXIS on January 1, 2007. Such proforma results are not necessarily indicative of the annual results of operations that would have been achieved if the acquisition occurred on the date assumed, nor are they necessarily indicative of future consolidated results of operations.





|                      | Three Months        | Nine Months        
|--------------------- | ------------------- | -------------------
|                      | Ended September 30, | Ended September 30,
|                      | 2008                | 2007               
|Net sales             | $ 9,305             | $ 8,835            
|Net income            | 16,694              | 831                
|Net income per share: |                     |                    
|Basic                 | $   1.07            | $   0.05           
|Diluted               | 1.00                | 0.05               



Per the terms of a Consulting Agreement between the Company and PFI, Randy Pyburn was granted non-qualified stock options to purchase 500,000 shares of the Company's common stock, at an exercise price of $5.26 per share, representing the closing market price on the American Stock Exchange on the grant date. The stock options have a term of five years commencing on the date of grant and are subject to the terms and conditions of Chyron's 1999 Stock Option Plan. The stock options shall vest in four tranches, with the first tranche of 150,000 vesting on December 31, 2008 and each of the remaining tranches of 150,000, 100,000 and 100,000 vesting on December 31, 2009 depending on whether the AXIS product revenues in those years exceed designated target revenue levels set for each tranche in the respective years. In the event that AXIS product revenues for any individual tranche do not meet that tranche's revenue thresholds, the stock options related to that tranche shall automatically expire. In the event that PFI terminates the Consulting Agreement for any reason other than cause, or Chyron terminates the Consulting Agreement for cause, prior to January 14, 2010, the unexercised portion of any unvested stock options will be forfeited. In the quarter ended September 30, 2008, we reversed an expense of approximately $111 thousand relating to the options that were scheduled to vest on December 31, 2008 as we no longer estimate that the target revenue level for that tranche will be met.

11

---





5. LONG-TERM DEBT



On June 19, 2008, the Company and its lender entered into a credit facility that provides for a $1.5 million revolving line of credit ("revolver") with an advance rate of up to 80% of eligible accounts receivable. The revolver matures one year from inception and bears interest at Prime +1.5%, with a floor of 6.5%. The credit facility also provides for a $1.25 million equipment term loan to finance eligible equipment purchases. The term loan bears interest at Prime +2%, with a floor of 7.0%. Advances on the term loan shall be made within 120 days of purchase in minimum draws of $200,000. Any advances on the term loan will be repaid in thirty-six equal monthly installments of principal plus interest. The credit facility is collateralized by the Company's assets, except for its intellectual property rights which are subject to a negative pledge arrangement with the bank.



The Company is required to maintain financial covenants based on an adjusted quick ratio of 1.25 and minimum tangible net worth of $6.5 million, adjusted by 60% of the sum of the gross proceeds received by the Company from any sale of its equity or incurrence of subordinated debt and any positive quarterly net income earned (both as defined as per the credit facility). As is usual and customary in such lending agreements, the agreements also contain certain nonfinancial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreement also restricts our ability to pay dividends without the bank's consent.



At September 30, 2008, there were no amounts outstanding under this credit facility.



6. BENEFIT PLANS



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





|                                   | Three Months        | Nine Months        
|---------------------------------- | ------------------- | -------------------
|                                   | Ended September 30, | Ended September 30,
|                                   | 2008                | 2007               
|Service cost                       | $   99              | $103               
|Interest cost                      | 95                  | 80                 
|Expected return on plan assets     | (111)               | (74)               
|Amortization of prior service cost | (1)                 | (8)                
|Amortization of prior gain         | -                   | (6)                
|                                   | $82                 | $95                



During the nine months ended September 30, 2008, we made contributions of $927 thousand to the Company's Pension Plan. Our policy is to fund the minimum contributions required under the Employee Retirement Income Security Act (ERISA) and, subject to cash flow levels, it is the Company's intention to make additional contributions to the Pension Plan to reduce the unfunded liability. During the final quarter of 2008, we expect to contribute approximately $250 thousand for the 2008 plan year, based on these funding requirements.

12

---





7. SEGMENT AND GEOGRAPHIC INFORMATION



Historically, the Company reported the results of two operating segments, broadcast graphics and digital displays. In the first quarter of 2008, as part of a refinement of its business strategy, the Company modified its method of operating and evaluating its business, and as a result, modified its segment reporting under SFAS 131. The Company now consolidates the previously reported two segments into a single operation which reflects increased centralization and consolidation of sales and marketing, product development, product management and administrative functions across the Company. This change in segment reporting had no impact on the Company's consolidated balance sheets, income statements, cash flows or changes in shareholders' equity for any periods. Prior period segment information has been adjusted to reflect the change in segment reporting.



The details of the Company's geographic sales are as follows (in thousands):





|              | Three Months        | Nine Months        
|------------- | ------------------- | -------------------
|              | Ended September 30, | Ended September 30,
|              | 2008                | 2007               
|United States | $7,150              | $6,041             
|Europe        | 1,011               | 1,876              
|Rest of world | 1,144               | 824                



8. PRODUCT WARRANTY



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





|                               | Three Months        | Nine Months        
|------------------------------ | ------------------- | -------------------
|                               | Ended September 30, | Ended September 30,
|                               | 2008                | 2007               
|Balance at beginning of period | $ 50                | $ 50               
|Provisions (credits)           | 41                  | (17)               
|Warranty services provided     | (41)                | 17                 
|                               | $50                 | $50                



13

---



9. SHAREHOLDERS' EQUITY



Components and activity related to accumulated other comprehensive income is as follows  (in thousands):



|                   | Foreign     |         | Accumulated  
|------------------ | ----------- | ------- | -------------
|                   | Currency    | Pension | Other        
|                   | Translation | Benefit | Comprehensive
|                   | Adjustments | Costs   | Income       
|January 1, 2008    | $ 14        | $193    | $207         
|Change for period  | 6           | -       | 6            
|March 31, 2008     | 20          | 193     | 213          
|Change for period  | 1           | -       | 1            
|June 30, 2008      | 21          | 193     | 214          
|Change for period  | (19)        | -       | (19)         
|September 30, 2008 | $2          | $193    | $195         



During the nine months ended September 30, 2008, we issued 158,906 shares of common stock in connection with the exercise of stock options and 195,313 shares of restricted common stock in connection with the purchase of AXIS.



10. INCOME TAXES



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





|                                 | September 30, | December 31,
|-------------------------------- | ------------- | ------------
|                                 | 2008          | 2007        
|Deferred tax assets:             |               |             
|Net operating loss carryforwards | $15,499       | $16,288     
|Temporary differences            | 3,557         | 4,056       
|Capital loss carryforwards       | -             | 4,991       
|                                 | 19,056        | 25,335      
|Deferred tax valuation allowance | 356           | 22,708      
|                                 | $18,700       | $2,627      



In the third quarter of 2008, the Company reversed $16.4
million of the valuation allowance related to its deferred tax assets since
management determined, as of the end of the quarter, that it is more likely than
not these assets will be realized. This determination was primarily based on
cumulative positive earnings in recent years and projected taxable income in the
future. In evaluating our ability to realize our deferred tax assets we
considered all available positive and negative evidence including our past
operating results and our forecast of future taxable income. The Company had
previously provided a valuation allowance against its deferred tax assets since
the realization of these tax benefits could not be reasonably assured. In
accordance with SFAS 123(R) the Company has not recorded a deferred tax asset
related to the net operating losses resulting from the exercise of disqualifying
stock options in the accompanying financial statements. The cumulative amount of
unrecognized tax benefits at September 30, 2008 was $0.4 million, and if the
Company is able to utilize this benefit in the

14

---





future it would result in a credit to additional paid in
capital. The reversal of the $16.4 million valuation allowance for deferred tax
assets had the effect of a one-time, non-recurring benefit on the Company's net
income for the three and nine months ended September 30, 2008. The income tax
benefit is a non-cash item in the three and nine month periods ended September
30, 2008. It is expected that the future realization of the related deferred tax
assets will result in the Company not having to pay income tax that it otherwise
would have had to pay.



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





|                                | Three Months        | Nine Months        
|------------------------------- | ------------------- | -------------------
|                                | Ended September 30, | Ended September 30,
|                                | 2008                | 2007               
|Current:                        |                     |                    
|State and foreign               | $     (21)          | $   (13)           
|Federal                         | (25)                | -                  
|                                | (46)                | (13)               
|                                |                     |                    
|Deferred:                       |                     |                    
|Federal                         | (305)               | -                  
|                                | (351)               | -                  
|Reversal of valuation allowance | 16,407              | -                  
|Income tax benefit (expense)    | $16,056             | $(13)              



At September 30, 2008, the Company had U.S. net operating loss carryforwards ("NOLs") of approximately $46 million expiring between the years 2012 through 2027. The $15,499 above is the estimated tax benefit (at an estimated 34% tax rate) that would be realized upon utilization of those NOLs against future taxable income. At December 31, 2007, we had capital loss carryforwards of approximately $15 million, and a corresponding deferred tax asset of $5.0 million, at an estimated 34% tax rate, that expire in 2008. In the quarter ended June 30, 2008 we determined that it is more likely than not that these capital loss carryforwards will expire unrealized at the end of 2008 and accordingly wrote off the deferred tax asset and asset valuation allowance related to these capital loss carryforwards.



11. RECENT ACCOUNTING PRONOUNCEMENTS



On February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 ("FSP 157-2"). FSP 157-2 amends SFAS 157 to delay the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually). For items within its scope, FSP 157-2 defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. We are currently evaluating the impact that SFAS No. 157 will have on our consolidated financial statements when it is applied to nonfinancial assets and liabilities beginning in the first quarter of 2009.

15

---





In December 2007, the FASB issued SFAS 141 (revised 2007), "Business Combinations" ("SFAS 141R"). SFAS 141R will significantly change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, in-process research and development and restructuring costs. In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense. SFAS 141R is required to be applied prospectively to business combinations for which the acquisition date is on or after January 1, 2009.



In December 2007, the FASB issued SFAS 160, "Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS 160"). SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests (NCI) and classified as a component of equity. This new consolidation method will significantly change the accounting for transactions with minority interest holders. SFAS 160 is effective for fiscal years beginning after December 15, 2008. As of September 30, 2008, we did not have any minority interests.



In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" (SFAS No. 161). SFAS No. 161 requires companies with derivative instruments to disclose information that would enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," (SFAS No. 133) and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. The new requirements apply to derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS 133. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008; however, early application is encouraged. We are currently evaluating the impact of SFAS 161, but do not expect its adoption to have a material impact on our financial statements.



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



The following discussion should be read along with our 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission, and with the unaudited financial statements included in this Form 10-Q. The Company revised its segment reporting effective January 1, 2008, and, accordingly, previously reported segment information has been combined into one operating segment. This change in segment reporting did not have any impact on previously reported consolidated financial results of the Company.



Overview



Chyron provides sophisticated graphics offerings that include Online, Chyron's AXIS Graphics online content creation software, HD/SD switchable on-air graphics systems, clip servers, channel branding and telestration systems, graphic asset management and XMP

16

---



integration solutions, and the WAPSTR mobile phone newsgathering application, as well as digital signage. As a pioneer of Graphics as a Service for all digital video media, Chyron addresses the world of digital and broadcast graphics with Web, Mobile, HD, 3D and newsroom integration solutions.



Over the past few years Chyron has made continued progress towards our goal of becoming a provider of digital graphics workflow solutions for broadcast, online and out of home applications. The worldwide shift from analog to digital television, as well as the adoption of high definition television, continue to be the primary drivers behind our growth. We believe that we will continue to benefit from these established trends because we offer systems and services that allow for easy content creation and which best showcase high-quality digital graphics in a most cost-effective way.



While we expect the global economy to slow significantly in 2009, we will continue to focus on our growth strategy in order to emerge stronger when the recovery takes hold. We will seek to gain market share in broadcast and online graphics content workflow solutions and expand the use and penetration of our AXIS online graphic creation platform. We believe that because our addressable market opportunity is no longer restricted to broadcast television we have additional opportunities for long-term success.



On September 3, 2008, our common stock commenced trading on The NASDAQ Global Market under the symbol "CHYR" and our stock ceased to be listed on The American Stock Exchange.



Results of Operations for the Three and Nine Months Ended September 30, 2008 and 2007



Net Sales.  Revenues for the quarter ended September 30, 2008 were $9.3 million, an increase of $0.6 million, or 7% from the $8.7 million reported for the quarter ended September 30, 2007. Revenues derived from U.S. customers were $7.2 million in the quarter ended September 30, 2008 as compared to $6.0 million in the quarter ended September 30, 2007. Revenues derived from international customers were $2.1 million in the quarter ended September 30, 2008 and $2.7 million in the quarter ended September 30, 2007. Revenues for the nine months ended September 30, 2008, were $27.7 million, an increase of $4.7 million, or 20% from the $23.0 million reported for the nine months ended September 30, 2007. Revenues derived from U.S. customers were $21.1 million in the nine month period ended September 30, 2008 as compared to $17.2 million in the nine months ended September 30, 2007. Revenues derived from international customers in the nine months ended September 30, 2008 and 2007 were $6.6 million and $5.8 million, respectively.



The increase in revenues is primarily due to strong demand
for our broadcast graphics and channel branding systems and services. This
demand is driven in large part by the worldwide transition from analog to
digital television and the increasingly widespread adoption of HDTV. The changes
in newsroom workflows inherent in the transition to digital television and our
customers' drive for increased production efficiencies are resulting in
increased spending in the area of graphics and video asset management
infrastructure. Also impacting this increase in the nine month period ended
September 30, 2008 were customer orders for products to address their

17

---



broadcast requirements for the summer Olympics in Beijing
beginning in August 2008. There can be no assurance that revenues from our
broadcast graphics and channel branding systems and services will continue to
increase at historical rates. We continue to focus our efforts on integrating
AXIS into our product offerings and generating new revenues from the AXIS
products. For example, in July 2008 we announced that Gannett Broadcasting has
made a multi-year commitment to Chyron's AXIS web-based content creation
services across all 23 Gannett owned TV stations.



Gross Profit.  Gross margins for the quarter ended September 30, 2008 and 2007, were 70% and 67%, respectively. Gross margins for the nine month periods ended September 30, 2008 and 2007 were 71% and 68%, respectively. Improvements in gross margins are primarily a result of lower overhead rates due to increased volume and the ability to absorb fixed costs and lower material costs.



Selling, General and Administrative Expenses. Selling, general and administrative expenses ("SG&A") were $4.1 million in the quarter ended September 30, 2008 as compared to $3.7 million in the quarter ended September 30, 2007. The increase in the quarterly amount is attributable to $0.1 million in increased selling costs, primarily commissions on higher revenues and $0.3 million due to increased staffing and related costs in the sales and marketing areas associated with the acquisition of AXIS. SG&A expenses in the nine month periods ended September 30, 2008 and 2007 were $12.8 million and $10.5 million, respectively. The increase in SG&A in the nine month period in 2008 is attributable to an increase in costs of $0.8 million in the sales and marketing areas primarily related to the promotion effort associated with AXIS and our on line business and $0.2 million in selling costs, primarily commissions. Other factors include $0.3 million in costs relative to an increase in staff to provide product and customer support, $0.4 million in consulting services primarily relative to Sarbanes Oxley compliance, AXIS and other strategic services. The cost associated with stock options and other employee benefits increased $0.3 million in the nine months in 2008. Also, in 2007 we realized a gain of $0.3 million from the proceeds of a note that was not present in 2008 results on either a quarterly or year to date basis.



Research and Development Expenses. Research and development expenses ("R&D") increased $0.4 million in the third quarter of 2008 to $1.7 million as compared to $1.3 million in the third quarter of 2007. R&D increased $1.2 million in the nine month period ended September 30, 2008 to $4.9 million as compared to $3.7 million in the nine month period ended September 30, 2007. The primary factor contributing to the increase is the Company's investment, primarily in the form of personnel and related costs, in the development of new products for HDTV, mobile content, and channel branding and the Company's acquisition of AXIS and the effort associated with the development of its new online products.



Interest income and expense. Interest expense
approximated $27 thousand in the third quarter of 2008 and $6 thousand in the
third quarter of 2007. Interest expense approximated $73 thousand in the nine
months ended September 30, 2008 as compared to $26 thousand in the comparable
period in 2007. In 2008, the major component of interest relates to the cost
associated with the notes payable for the purchase of AXIS, whereas the 2007
interest cost is associated with our credit agreement with our bank. Interest
income in each period is attributable

18

---



to interest earned on available cash balances that are
invested in overnight repurchase agreements, and in 2008 the available balances
and interest rates have been lower than in 2007.



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





|                                         | Three Months        | Nine Months        
|---------------------------------------- | ------------------- | -------------------
|                                         | Ended September 30, | Ended September 30,
|                                         | 2008                | 2007               
|Foreign exchange transaction gain (loss) | $ (75)              | $  84              
|Subrental income                         | 14                  | 14                 
|Other                                    | 8                   | 10                 
|                                         | $(53)               | $108               



Provision for income tax benefit (expense).  In the third quarter of 2008, the Company reversed $16.4 million of the valuation allowance related to its deferred tax assets since management determined, as of the end of the quarter, that it is more likely than not these assets will be realized. This determination was primarily based on cumulative positive earnings in recent years and projected taxable income in the future. In evaluating our ability to realize our deferred tax assets we considered all available positive and negative evidence including our past operating results and our forecast of future taxable income. The Company had previously provided a valuation allowance against its deferred tax assets since the realization of these tax benefits could not be reasonably assured. In accordance with SFAS 123(R) the Company has not recorded a deferred tax asset related to the net operating losses resulting from the exercise of disqualifying stock options in the accompanying financial statements. The cumulative amount of unrecognized tax benefits at September 30, 2008 was $0.4 million, and if the Company is able to utilize this benefit in the future it would result in a credit to additional paid in capital. The reversal of the $16.4 million valuation allowance for deferred tax assets had the effect of a one-time, non-recurring benefit on the Company's net income for the three and nine months ended September 30, 2008. The income tax benefit is a non-cash item in the three and nine month periods ended September 30, 2008. It is expected that the future realization of the related deferred tax assets will result in the Company not having to pay income tax that it otherwise would have had to pay.



19

---



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





|                                | Three Months        | Nine Months        
|------------------------------- | ------------------- | -------------------
|                                | Ended September 30, | Ended September 30,
|                                | 2008                | 2007               
|Current:                        |                     |                    
|State and foreign               | $     (21)          | $   (13)           
|Federal                         | (25)                | -                  
|                                | (46)                | (13)               
|                                |                     |                    
|Deferred:                       |                     |                    
|Federal                         | (305)               | -                  
|                                | (351)               | -                  
|Reversal of valuation allowance | 16,407              | -                  
|Income tax benefit (expense)    | $16,056             | $(13)              



Liquidity and Capital Resources



At September 30, 2008, the Company had cash on hand of $4.9 million and working capital of $10.4 million.



Use of funds



During the nine months ended September 30, 2008, the Company generated net cash of $0.3 million from operations, primarily from the net income adjusted for non-cash charges. Uses of operating cash resulted from the reduction in the level of accounts payable that had increased at year end from increased purchasing late in the year to replenish inventory levels and to satisfy accrued expenses related to employee benefits.



During the nine months ended September 30, 2008, the Company also used $1.1 million to finance the acquisition of AXIS and to fund related transaction costs. The Company also purchased approximately $0.8 million of equipment primarily to support its efforts to grow AXIS revenues. In addition to the cash portion utilized to fund the January 2008 acquisition of AXIS, the Company also issued $1.0 million of notes payable due December 31, 2008, bearing interest at 5% per annum, payable quarterly.



Liquidity



In June 2008, the Company and its lender entered into a
credit facility, that provides for a $1.5 million revolving line of credit
("revolver") with an advance rate of up to 80% of eligible accounts receivable.
The revolver matures one year from inception and bears interest at Prime +1.5%,
with a floor of 6.5%. The credit facility also provides for a $1.25 million
equipment term loan to finance eligible equipment purchases. The term loan bears
interest at Prime +2%, with a floor of 7.0%. Advances on the term loan shall be
made within 120 days of purchase in minimum draws of $200,000. Any advances on
the term loan will be repaid in thirty-six equal

20

---



monthly installments of principal plus interest. The credit
facility is collateralized by the Company's assets, except for its intellectual
property rights which are subject to a negative pledge arrangement with the
bank.



The Company is required to maintain financial covenants based on an adjusted quick ratio of 1.25 and minimum tangible net worth of $6.5 million, adjusted by 60% of the sum of the gross proceeds received by the Company from any sale of its equity or incurrence of subordinated debt and any positive quarterly net income earned (both as defined as per the credit facility). As is usual and customary in such lending agreements, the agreements also contain certain nonfinancial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreement also restricts our ability to pay dividends without the bank's consent.



The Company takes into consideration the environment in which it operates when reviewing its liquidity and capital resource requirements. We provide graphics products to the broadcast industry for use in digital television. We have also expanded our product line to include video and digital signage products for use in business and a general corporate environment and, in connection with the acquisition of AXIS, an online graphics service to broadcasters, including websites, newspapers and radio stations. We expect that the continued development of AXIS products will utilize cash during the remainder of 2008 and until optimum sales levels are achieved. Our future growth and success will depend to a significant degree on the continued growth of various markets that use our products. We operate in a rapidly changing environment and must remain responsive to changes as they occur. In the event that revenues are significantly below forecasted revenues, we believe we have the ability to reduce or delay discretionary expenditures, including capital purchases, and reduce headcount, so that we will have sufficient cash resources. However, there can be no assurance that we will be able to adjust our costs in sufficient time to respond to revenue and cash shortfalls, should that occur.



The long term success of the Company will be dependent on maintaining profitable operating results and the ability to raise additional capital should such additional capital be required. In the event the Company is unable to achieve expected goals of profitability or raise sufficient additional capital, if needed, we may have to scale back or eliminate certain parts of our operations.



We believe that cash on hand, net cash to be generated in the business, and availability under our line of credit, will be sufficient to meet our cash needs if we are able to achieve our planned results of operations and retain availability of credit under our lending agreement.



Special Note Regarding Forward-Looking Statements



From time to time, including in this quarterly report on Form
10-Q, we may publish "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements relating
to (i) the Company's continued progress toward its goal of becoming the leading
provider of digital graphics workflow solutions for broadcast, online and out of
home applications, (ii) the worldwide shift from analog to digital television
continuing to be the primary drivers behind the Company's growth, and the
expectation that the Company will

21

---



continue to benefit from this trend; (iii) the Company's
belief that the investment case for AXIS is compelling and its expectation that
the Company will continue to experience interest in its AXIS service; (iv) the
Company's expectation that the global economy will likely slow in 2009 and that
the Company will focus on a growth strategy in order to emerge stronger when the
recovery takes hold; (v) the Company's expectation that it will seek to gain
market share in broadcast and online graphics creation and expand the use and
penetration of AXIS; and (vi) the Company's belief that its market opportunity
is no longer restricted to broadcast television, thereby providing opportunity
for long-term success. These forward-looking statements are based on
management's current expectations and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
set forth in or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, product concentration in a mature
market, dependence on the emerging digital market and the industry's transition
to digital television ("DTV") and high definition television ("HDTV"), Chyron's
ability to integrate its AXIS online graphics creation solution into its product
offerings and to generate profits from AXIS, consumer acceptance of DTV and
HDTV, resistance within the broadcast or cable industry to implement DTV and
HDTV technology, rapid technological changes, continued growth, use and
improvement of the Internet, new technologies that could render certain Chyron
products to be obsolete, competitors with significantly greater financial
resources, new product introductions by competitors, seasonality, ability to
maintain adequate levels of working capital, Chyron's ability to successfully
maintain the level of operating costs, expansion into new markets and other
factors discussed under the heading "Risk Factors" contained in Item 1A in
Chyron's Annual Report on Form 10-K for the year ended December 31, 2007, which
has been filed with the Securities and Exchange Commission, as well as any
updates to those risk factors filed from time to time, including the update to
the "Risk Factors" contained in Item 1A to this quarterly report on Form 10-Q.



In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this Quarterly Report or in any document incorporated by reference might not occur. Stockholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.



Recent Accounting Pronouncements



On February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 ("FSP 157-2"). FSP 157-2 amends SFAS 157 to delay the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually). For items within its scope, FSP
157-2 defers the effective date of SFAS 157 to fiscal years beginning after
November 15, 2008, and interim periods within those fiscal years. We are
currently evaluating the impact that SFAS No. 157 will have on our consolidated

22

---



financial statements when it is applied to nonfinancial
assets and liabilities beginning in the first quarter of 2009.



In December 2007, the FASB issued SFAS 141 (revised 2007), "Business Combinations" ("SFAS 141R"). SFAS 141R will significantly change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, in-process research and development and restructuring costs. In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense. SFAS 141R is required to be applied prospectively to business combinations for which the acquisition date is on or after January 1, 2009.



In December 2007, the FASB issued SFAS 160, "Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS 160"). SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests (NCI) and classified as a component of equity. This new consolidation method will significantly change the accounting for transactions with minority interest holders. SFAS 160 is effective for fiscal years beginning after December 15, 2008. As of September 30, 2008, we did not have any minority interests.



In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" (SFAS No. 161). SFAS No. 161 requires companies with derivative instruments to disclose information that would enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," (SFAS No. 133) and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. The new requirements apply to derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS 133. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008; however, early application is encouraged. We are currently evaluating the impact of SFAS 161, but do not expect its adoption to have a material impact on our financial statements.



Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT   MARKET RISK



We are exposed to foreign currency and exchange risks in the normal course of business related to investments in and operation of our foreign subsidiaries and sales to foreign customers. For the three months ended September 30, 2008 and 2007, sales to foreign customers were 23% and 31% of total sales, respectively. For the nine months ended September 30, 2008 and 2007, sales to foreign customers were 24% and 25% of total sales, respectively. All sales generated outside of the U.S. are denominated in British Pounds Sterling, Euros or U.S. Dollars.



23

---



The net impact on earnings of foreign exchange transactions were a loss of $75 thousand and a gain of $84 thousand in the three months ended September 30, 2008 and 2007, respectively. The net impact of foreign exchange transactions were a loss of $19 thousand and a gain of $68 thousand in the nine month periods ended September 30, 2008 and 2007, respectively. We record translation gain or loss as a separate component of other comprehensive income or loss in shareholders' equity.



Additionally, were we to borrow under our term loan, we would be exposed to interest rate risk because it carries a variable interest rate. Rates that affect the variable interest on this term loan include the Prime Rate. We have evaluated the foreign currency exchange risk and interest rate risk and believe that our exposure to these risks are not material to our near-term financial position, earnings, or cash flows.



Item 4T.  CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and Procedures. The Company's management, including its Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of September 30, 2008. Based on that evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting, within the time periods specified in the SEC's rules and forms, information required to be disclosed by the Company in the reports it files or submits under the Exchange Act, and in ensuring that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is collected and conveyed to the Company's management, including its CEO and CFO, to allow timely decisions to be made regarding required disclosure, particularly during the period in which this Quarterly Report on Form 10-Q was prepared.



In designing and evaluating the Company's disclosure controls and procedures, the Company's management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company's management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



(b) Changes in Internal Controls.  There have been no changes in the Company's internal controls over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.





24

---



PART II.   OTHER INFORMATION



Item 1.       LEGAL PROCEEDINGS



The Company from time to time is involved in routine legal matters incidental to its business. In the opinion of management, the ultimate resolution of such matters will not have a material adverse effect on the Company's financial position, results of operations or liquidity.



Item 1A.    RISK FACTORS



Information regarding risk factors appears in  Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007. There have been no material changes from the risk factors previously discussed in that Annual Report on Form 10-K except:



Our acquisition of AXIS in January 2008 and its integration into our existing product offerings may divert management and other resources from our other products and may not result in increased revenues or profits as quickly as expected, or at all .



Through our acquisition of the AXIS product line in January 2008, we entered into the field of online web-based graphics creation services. Providing such services through the AXIS product line represents a high risk departure from our traditional business model. The AXIS product line involves new technologies, in an industry where we have limited experience and no track record of success. We have been expanding our business model to incorporate this new line of business; however, our efforts to expand into this industry potentially could have a disruptive effect on our current operations. Furthermore, there can be no assurance that we will be able to effectuate this new, integrated business plan successfully, that revenue growth will occur once the plan is enacted, or that this new line of business will achieve profitability or sustain such profitability, once achieved.







25

---



Item 6.   EXHIBITS



(a) Exhibits:





|Exhibit No.                                                                                                                                 | Description of Exhibit                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1@                                                                                                                                       | Employment Agreement between Chyron Corporation and Michael Wellesley-Wesley, dated September 19, 2008 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2008 and incorporated herein by reference).       
|                                                                                                                                            |                                                                                                                                                                                                                                                                                                
|10.2@                                                                                                                                       | Change-in-Control Agreement between Chyron Corporation and Michael Wellesley-Wesley, dated September 19, 2008 (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2008 and incorporated herein by reference).
|                                                                                                                                            |                                                                                                                                                                                                                                                                                                
|31.1                                                                                                                                        | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 
|                                                                                                                                            |                                                                                                                                                                                                                                                                                                
|31.2                                                                                                                                        | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 
|                                                                                                                                            |                                                                                                                                                                                                                                                                                                
|32.1                                                                                                                                        | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                             
|                                                                                                                                           
|32.2                                                                                                                                        | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                             
|@ Identifies a management contract or compensatory plan or agreement in which an executive officer or director of the Company participates.





26

---



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.









|                  |  | CHYRON CORPORATION          
|----------------- |  | ----------------------------
|                  |  | (Registrant)                
|                  |  |                             
|                  |  |                             
|November 12, 2008 |  | /s/ Michael Wellesley-Wesley
|(Date)            |  | Michael Wellesley-Wesley    
|                  |  | President and               
|                  |  | Chief Executive Officer     
|                  |  |                             
|November 12, 2008 |  | /s/ Jerry Kieliszak         
|(Date)            |  | Jerry Kieliszak             
|                  |  | Chief Financial Officer and 
|                  |  | Senior Vice President       



27