<PAGE>
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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 JUNE 30, 1997, OR
[ ] 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 1-14120
BLONDER TONGUE LABORATORIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
52-1611421
------------------------------------
(I.R.S. Employer Identification No.)
One Jake Brown Road, Old Bridge, New Jersey 08857
------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 679-4000
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
---- ----
Number of shares of common stock, par value $.001, outstanding as of August 9,
1997: 8,242,883.
The Exhibit Index appears on page 13.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, Dec. 31,
1997 1996
----------- --------
(unaudited)
<S> <C> <C>
Assets (Note 4)
Current assets:
Cash and cash equivalents ..................................................................... $ 1,475 $ 1,340
Accounts receivable, net of allowance for doubtful
accounts of $340 and $280, respectively ..................................................... 10,992 8,987
Inventories (Note 3) .......................................................................... 15,506 16,028
Other current assets .......................................................................... 613 403
Deferred income taxes ......................................................................... 297 534
-------- --------
Total current assets .............................................................. 28,883 27,292
Property, plant and equipment, net of accumulated
depreciation and amortization ............................................................... 7,316 7,161
Other assets .................................................................................... 1,639 1,712
-------- --------
$ 37,838 $ 36,165
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Revolving line of credit (Note 4) ............................................................. $ -- $ --
Current portion of long-term debt ............................................................. 538 445
Accounts payable .............................................................................. 1,885 1,627
Accrued compensation .......................................................................... 1,332 993
Other accrued expenses ........................................................................ 534 589
Income taxes .................................................................................. 579 623
-------- --------
Total current liabilities ......................................................... 4,868 4,277
-------- --------
Deferred income taxes ........................................................................... 429 410
Revolving line of credit (Note 4) ............................................................... -- 1,176
Long-term debt, including related party debt of $1,278 and $1,591, respectively ................. 4,312 4,726
Commitments and contingencies (Note 5) .......................................................... -- --
Stockholders' equity:
Preferred stock, $.001 par value; authorized 5,000,000 shares;
no shares outstanding ....................................................................... -- --
Common stock, $.001 par value; authorized 25,000,000 shares, 8,227,683 shares
issued and outstanding at June 30, 1997 and
8,193,509 shares issued and outstanding at December 31, 1996 ................................ 8 8
Paid-in capital ............................................................................... 21,621 21,499
Retained earnings ............................................................................. 6,709 4,069
Treasury stock at cost, 13,700 shares at June 30, 1997 and
no shares at December 31, 1996 .............................................................. (109) --
-------- --------
Total stockholders' equity ........................................................ 28,229 25,576
-------- --------
$ 37,838 $ 36,165
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
---------------------------- ---------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales .............................................. $ 15,575 $ 11,693 $ 29,616 $ 23,265
Cost of goods sold ..................................... 10,291 7,153 19,587 14,768
-------- -------- -------- --------
Gross profit ......................................... 5,284 4,540 10,029 8,497
-------- -------- -------- --------
Operating expenses:
Selling expenses ..................................... 1,066 1,323 2,197 2,538
General and administrative ........................... 1,069 1,244 2,193 2,314
Research and development ............................. 536 431 1,054 954
-------- -------- -------- --------
2,671 2,998 5,444 5,806
-------- -------- -------- --------
Earnings from operations ............................... 2,613 1,542 4,585 2,691
-------- -------- -------- --------
Other income (expense):
Interest expense ..................................... (110) (202) (211) (367)
Other income ......................................... 14 -- 26 --
-------- -------- -------- --------
(96) (202) (185) (367)
-------- -------- -------- --------
Earnings before income taxes ........................... 2,517 1,340 4,400 2,324
Provision for income taxes ............................. 1,007 533 1,760 927
-------- -------- -------- --------
Net earnings ......................................... $ 1,510 $ 807 $ 2,640 $ 1,397
======== ======== ======== ========
Net earnings per share ................................. $ 0.18 $ 0.10 $ 0.32 $ 0.17
======== ======== ======== ========
Weighted average shares outstanding .................... 8,302 8,319 8,306 8,293
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------
1997 1996
------- -------
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings ............................................. $ 2,640 $ 1,397
Adjustments to reconcile net earnings to cash
provided by (used in) operating activities:
Depreciation and amortization ........................ 542 538
Provision for doubtful accounts ...................... 60 105
Deferred income taxes ................................ (60) (207)
Changes in operating assets and liabilities:
Accounts receivable ................................ (2,065) 191
Inventories ........................................ 522 (3,823)
Other current assets ............................... 106 555
Other assets ....................................... 75 54
Income taxes ....................................... (44) (459)
Accounts payable and accrued expenses .............. 542 (3,162)
------- -------
Net cash provided by (used in) operating activities 2,318 (4,811)
------- -------
Cash Flows From Investing Activities:
Capital expenditures ..................................... (536) (998)
Acquisition of licenses .................................. (163) (24)
------- -------
Net cash used in investing activities ............. (699) (1,022)
------- -------
Cash Flows From Financing Activities:
Net borrowings under revolving line of credit ............ (1,176) 529
Proceeds from long-term debt ............................. 239 3,419
Repayments of long-term debt ............................. (560) (183)
Proceeds from sale of common stock ....................... -- 1,606
Acquisition of treasury stock ............................ (109) --
Proceeds from exercise of stock options .................. 122 166
------- -------
Net cash (used in) provided by financing
activities ...................................... (1,484) 5,537
------- -------
Net Increase (Decrease) In Cash ............................ 135 (296)
Cash, beginning of period .................................. 1,340 477
------- -------
Cash, end of period ........................................ $ 1,475 $ 181
======= =======
Supplemental Cash Flow Information:
Cash paid for interest ................................... $ 208 $ 316
Cash paid for income taxes ............................... 1,864 1,301
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(unaudited)
Note 1 - Company and Basis of Presentation
Blonder Tongue Laboratories, Inc. (the "Company") is a manufacturer of
television and satellite signal distribution equipment supplied to the private
cable television and broadcast industries. The consolidated financial statements
include the accounts of Blonder Tongue Laboratories, Inc. and subsidiaries.
Significant intercompany accounts and transactions have been eliminated in
consolidation.
The results for the six months ended June 30, 1997 are not necessarily
indicative of the results to be expected for the full fiscal year and have not
been audited. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting only of
normal recurring accruals, necessary for a fair statement of the results of
operations for the period presented and the consolidated balance sheet at June
30, 1997. Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the SEC rules and
regulations. These financial statements should be read in conjunction with the
financial statements and notes thereto that were included in the Company's
latest annual report on Form 10-K.
Note 2 - Effect of New Accounting Pronouncement
In February 1997, the FASB issued SFAS No. 128 "Earnings Per Share." In
accordance with this statement, basic earnings per share are based on the
weighted average shares outstanding during the period and diluted earnings per
share are based on the weighted average number of common shares and all dilutive
potential common shares that were outstanding during the period. In addition,
prior period financial statements have to be restated to reflect the change in
accounting principle. Effective December 15, 1997, the Company will adopt this
statement. The effect of the adoption will not have a material impact on the
Company's net earnings per share.
Note 3 - Inventories
Inventories are summarized as follows:
June 30, Dec. 31,
1997 1996
---------- ---------
Raw Materials.................................... $ 7,695 $ 7,746
Work in process.................................. 2,546 2,451
Finished Goods................................... 5,265 5,831
---------- ---------
$ 15,506 $ 16,028
========== =========
Note 4 - Line of Credit
The Company has a $15 million line of credit with a bank on which funds
may be borrowed at the bank's prime rate (8.5% at June 30, 1997) or at LIBOR
plus .95% (6.61% at June 30, 1997) for a specified period of time at the
election of the Company. As of June 30, 1997, the Company had no balance
outstanding under the line of credit. The line of credit is collateralized by a
security interest in all of the Company's assets. The agreement contains
restrictions that require the Company to maintain certain financial ratios. In
addition, the Company has a $10 million acquisition loan commitment which may be
tendered to the bank to finance acquisitions in accordance with certain terms.
At June 30, 1997, there was no balance outstanding under the acquisition loan
commitment. The line of credit and the acquisition loan commitment expire on
June 30, 1998.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(unaudited)
Note 5 - Commitments and Contingencies
On October 18, 1996, the Company was served with a complaint in a
lawsuit filed by Scientific-Atlanta, Inc., in the United States District Court
for the Northern District of Georgia, alleging patent infringement by the
Company's VideoMask(TM) interdiction product. The complaint requests an
unspecified amount of damages and injunctive relief. On November 13, 1996, a
procedural default (unrelated to the merits of the case) was entered against the
Company due to the late filing of the Company's answer. Motions were made and
briefed regarding the setting aside of that entry. On May 8, 1997, the Court
entered an Order granting the Company's motion to set aside the procedural
default previously entered against it and denying Scientific-Atlanta's motion
for default judgment. Although the outcome of any litigation cannot be predicted
with certainty, the Company believes the complaint is without merit and that the
ultimate disposition of this matter will not have a material effect on the
Company's business. Accordingly, no provision for this matter has been recorded
in the financial statements.
Note 6 - Subsequent Event
The Company's contract to supply interdiction equipment to Pacific Bell
was terminated, effective July, 1997. The Company received a final payment from
Pacific Bell of $1.5 million for costs incurred to the date of termination.
-6-
<PAGE>
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking Statements
In addition to historical information, this Quarterly Report contains
forward-looking statements relating to such matters as anticipated financial
performance, business prospects, technological developments, new products,
research and development activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. The risks
and uncertainties that may affect the operation, performance, development and
results of the Company's business include, but are not limited to, those matters
discussed herein in the sections entitled Part I, Item 1 - Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Part II, Item 1 - Legal Proceedings. The words "believe", "expect",
"anticipate", "project" and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. Blonder Tongue undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission, including without limitation, the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 (See Item 1: Business, Item 3:
Legal Proceedings, and Item 7: Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Second three months of 1997 Compared with second three months of 1996
Net Sales. Net sales increased $3,882,000, or 33.2%, to $15,575,000 in
the second three months of 1997 from $11,693,000 in the second three months of
1996. International sales accounted for $397,000 (2.5% of total sales) for the
second three months of 1997 compared to $636,000 (5.4% of total sales) for the
second three months of 1996. Net sales did not include any milestone billings
under the Company's agreement with Pacific Bell for the second three months of
1997 compared to $525,000 for the second three months of 1996.
The increase in sales is primarily attributed to an increase in demand
for products in the MDU market and the continued growth in the Lodging market.
In addition, sales of VideoMask(TM) interdiction equipment remained strong. Net
sales included approximately $1,670,000 of VideoMask(TM) interdiction equipment
for the second three months of 1997 compared to approximately $536,000 for the
second three months of 1996.
In June, 1997, the Company received notice of termination under its
contract with Pacific Bell, effective July 18, 1997. The termination should not
have a material impact on 1997 sales. The contract contains provisions for
penalties upon early termination by either party. In July 1997, the Company
received a final payment in the amount of $1.5 million from Pacific Bell for
costs incurred by the Company through the date of termination.
Cost of Goods Sold. Cost of goods sold increased to $10,291,000 for the
second three months of 1997 from $7,153,000 for the second three months of 1996
and also increased as a percentage of sales to 66.1% from 61.2%. The increase as
a percentage of sales was caused primarily by a higher proportion of sales
during the period being comprised of lower margin products.
Selling Expenses. Selling expenses decreased to $1,066,000 for the
second three months of 1997 from $1,323,000 in the second three months of 1996,
due to a reduction in costs incurred for trade shows, a decrease in expenses
related to Blonder Tongue International ("BTI") as a result of the closure of
this office in 1996 and a decrease in commissions due to the reduction in the
number of sales representatives. These decreases were offset by an increase in
shipping materials and royalty payments related to licensing agreements.
-7-
<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(unaudited)
General and Administrative Expenses. General and administrative
expenses decreased to $1,069,000 for the second three months of 1997 from
$1,244,000 for the second three months of 1996 and also decreased as a
percentage of sales to 6.9% for the second three months of 1997 from 10.6% for
the second three months of 1996. The $175,000 decrease can be attributed to a
reduction in expenditures for professional services and travel and entertainment
expenses. In addition, there was a reduction in rent expense as a result of the
subleasing of the San Diego facility. These decreases were offset by an increase
in consulting expenses related to the implementation of a new software package
for the Company.
Research and Development Expenses. Research and development expenses
increased to $536,000 in the second three months of 1997 from $431,000 in the
second three months of 1996, but decreased as a percentage of sales to 3.4% from
3.7%. The increase is attributable to an increase in amortization expense
related to the technology licensing agreements and increased expenditures
related to research and development.
Operating Income. Operating income increased 69.5% to $2,613,000 for
the second three months of 1997 from $1,542,000 for the second three months of
1996. Operating income as a percentage of sales increased to 16.8% in the second
three months of 1997 from 13.2% in the second three months of 1996.
Interest and Other Expenses. Other expense, decreased to $96,000 in the
second three months of 1997 from $202,000 in the second three months of 1996.
These expenses in the second three months of 1997 consisted of interest expense
in the amount of $110,000 offset by $14,000 of interest income. These expenses
in the second three months of 1996 consisted of interest expense in the amount
of $202,000.
Income Taxes. The provision for income taxes for the second three
months of 1997 increased to $1,007,000 from $533,000 for the second three months
of 1996 as a result of increased taxable income.
First six months of 1997 Compared with first six months of 1996
Net Sales. Net sales increased $6,351,000, or 27.3%, to $29,616,000 in
the first six months of 1997 from $23,265,000 in the first six months of 1996.
International sales accounted for $763,000 (2.6% of total sales) for the first
six months of 1997 compared to $1,425,000 (6.1% of total sales) for the first
six months of 1996. Net sales did not include any milestone billings under the
Company's agreement with Pacific Bell for the first six months of 1997 compared
to $825,000 for the first six months of 1996.
The increase in sales is primarily attributed to the increase in demand
for products in the MDU market and the continued growth in the Lodging market.
In addition, sales of VideoMask(TM) interdiction remained strong. Net sales
included approximately $3,196,000 of VideoMask(TM) interdiction equipment for
the first six months of 1997 compared to approximately $806,000 for the first
six months of 1996.
In June, 1997, the Company received notice of termination under its
contract with Pacific Bell, effective July 18, 1997. The termination should not
have a material impact on 1997 sales. The contract contains provisions for
penalties upon early termination by either party. In July 1997, the Company
received a final payment in the amount of $1.5 million from Pacific Bell for
costs incurred by the Company through the date of termination.
Cost of Goods Sold. Cost of goods sold increased to $19,587,000 for the
first six months of 1997 from
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<PAGE>
$14,768,000 for the first six months of 1996 and increased as a percentage of
sales to 66.1% from 63.5%. The increase as a percentage of sales was caused
primarily by a greater proportion of sales during the period being comprised of
lower margin products.
Selling Expenses. Selling expenses decreased to $2,197,000 in the first
six months of 1997 from $2,538,000 in the first six months of 1996, due to a
reduction in costs incurred for trade shows, a decrease in expenses related to
BTI as a result of the closure of this office in 1996 and a decrease in
commissions due to the reduction in the number of sales representatives. These
decreases were offset by an increase in shipping materials and royalty payments
related to licensing agreements.
General and Administrative Expenses. General and administrative
expenses decreased to $2,193,000 in the first six months of 1997 from $2,314,000
for the first six months of 1996 and decreased as a percentage of sales to 7.4%
in the first six months of 1997 from 9.9% for the first six months of 1996. The
$121,000 decrease can be attributed to a reduction in expenditures for
professional services and travel and entertainment expenses. In addition, there
was a reduction in rent expense as a result of the subleasing of the San Diego
facility. These decreases were offset by an increase in consulting expenses
related to the implementation of a new software package for the Company.
Research and Development Expenses. Research and development expenses
increased 10.5% to $1,054,000 in the first six months of 1997 from $954,000 in
the first six months of 1996 but decreased as a percentage of sales to 3.6% from
4.1%. The increase is due to the hiring of personnel with higher qualifications,
the amortization of technology licensing agreements and increased expenditures
related to research and development offset by a decrease in expenditures for
consulting services that were incurred with respect to the VideoMask(TM) product
line in 1996.
Operating Income. Operating income increased 70.4% to $4,585,000 for
the first six months of 1997 from $2,691,000 for the first six months of 1996.
Operating income as a percentage of sales increased to 15.5% in the first six
months of 1997 from 11.6% in the first six months of 1996.
Interest and Other Expenses. Other expenses, net, decreased to $185,000
in the first six months of 1997 from $367,000 in the first six months of 1996.
These expenses in the first six months of 1997 consisted of interest expense in
the amount of $211,000, offset by interest income of $26,000. Other expenses in
the first six months of 1996 consisted of interest expense of $367,000. The
reduction in interest expense is primarily attributed to reduced borrowings
under the Company's credit line.
Income Taxes. The provision for income taxes for the first six months of
1997 increased to $1,760,000 from $927,000 for the first six months of 1996 as a
result of increased taxable income.
Liquidity and Capital Resources
The Company's net cash provided by operating activities for the
six-month period ended June 30, 1997 was $2,318,000, compared to cash used in
operating activities for the six-month period ended June 30, 1996, which was
$4,811,000. Cash flows from operating activities have been positive, due
primarily to an increase in net earnings of $1,243,000, an increase in accounts
payable and accrued expenses and a decrease in inventory offset by an increase
in accounts receivable.
Cash used in investing activities was $699,000, of which $163,000 was
utilized for fees associated with certain license agreements and $536,000 was
attributable to capital expenditures for new equipment. The Company anticipates
additional capital expenditures during calendar year 1997 aggregating,
approximately $900,000, which will be used for the purchase of automated
assembly and test equipment. The Company does not have any present plans or
commitments for material capital expenditures for fiscal year 1998.
-9-
<PAGE>
Cash used in financing activities was $1,484,000 for the first six
months of 1997, comprised primarily of $1,176,000 of payments on the line of
credit and prepayments of $313,000 on notes to shareholders.
The Company has a $15 million line of credit with a bank on which funds
may be borrowed at the bank's prime rate (8.5% at June 30, 1997) or at LIBOR
plus .95% (6.61% at June 30, 1997) for a specified period of time at the
election of the Company. As of June 30, 1997, the Company had no balance
outstanding under the line of credit. The line of credit is collateralized by a
security interest in all of the Company's assets. The agreement contains
restrictions that require the Company to maintain certain financial ratios. In
addition, the Company has a $10 million acquisition loan commitment which may be
tendered to the bank to finance acquisitions in accordance with certain terms.
At June 30, 1997, there was no balance outstanding under the acquisition loan
commitment. The line of credit and the acquisition loan commitment expire on
June 30, 1998.
The Company currently anticipates that the cash generated from
operations, existing cash balances and amounts available under its existing line
of credit, will be sufficient to satisfy its foreseeable working capital needs.
Historically, the Company has satisfied its cash requirements primarily from net
cash provided by operating activities and from borrowings under its line of
credit.
New Accounting Pronouncement
In February 1997, the FASB issued SFAS No. 128 "Earnings Per Share." In
accordance with this statement, basic earnings per share are based on the
weighted average shares outstanding during the period and diluted earnings per
share are based on the weighted average number of common shares and all dilutive
potential common shares that were outstanding during the period. In addition,
prior period financial statements have to be restated to reflect the change in
accounting principle. Effective December 15, 1997, the Company will adopt this
statement. The effect of the adoption will not have a material impact on the
Company's net earnings per share.
-10-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 18, 1996, the Company was served with a complaint in a
patent infringement lawsuit filed by Scientific-Atlanta, Inc. On May 8, 1997,
the Court entered an Order granting the Company's motion to set aside the
procedural default previously entered against it and denying
Scientific-Atlanta's motion for default judgment. This lawsuit is more fully
discussed in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997 and in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders (the "Meeting") on
April 24, 1997. The Company solicited proxies in connection with the Meeting. At
the record date of the Meeting (March 24, 1997), there were 8,229,317 shares of
Common Stock outstanding and entitled to vote. The following were the matters
voted upon at the Meeting:
1. Election of Directors. The following directors were elected at the Meeting:
Robert J. Palle, Jr. and James H. Williams. The number of votes cast for and
withheld from each director are as follows:
DIRECTORS FOR WITHHELD
--------- --- --------
Robert J. Palle, Jr. 7,365,026 76,924
James H. Williams 7,365,026 76,924
James A. Luksch, James F. Williams, Robert B. Mayer and John E. Dwight
continued as Directors after the meeting.
2. Amendment of 1995 Long Term Incentive Plan. The amendment of the Company's
1995 Long Term Incentive Plan to, among other things, increase the number of
shares which may be issued pursuant to options or restricted stock awards
granted thereunder from 250,000 to 500,000 was approved by the following
vote of Common Stock:
FOR AGAINST ABSTAIN
--- ------- -------
7,301,382 129,668 10,900
3. Ratification of Auditors. The appointment of BDO Seidman, LLP as the
Company's independent auditors for the year ending December 31, 1997 was
ratified by the following vote of Common Stock:
FOR AGAINST ABSTAIN
--- ------- -------
7,370,136 68,914 2,900
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(unaudited)
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits are listed in the Exhibit Index appearing at page 13 herein.
(b) No reports on Form 8-K were filed in the quarter ended June 30, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
<TABLE>
<CAPTION>
BLONDER TONGUE LABORATORIES, INC.,
Date: August 13, 1997
<S> <C>
By: /s/ JAMES A. LUKSCH
-------------------------------------------
James A. Luksch
President and Chief Executive Officer
By: /s/ PETER PUGIELLI
-------------------------------------------
Peter Pugielli, Senior Vice President - Finance
(Principal Financial Officer)
</TABLE>
-12-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit # Description Sequential Page Number
- --------- ----------- ----------------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation of Incorporated by reference from
Blonder Tongue Laboratories, Inc. Exhibit 3.1 to S-1 Registration
Statement No. 33-98070, originally
filed October 12, 1995, as amended.
3.2 Restated Bylaws of Blonder Tongue Incorporated by reference from
Laboratories, Inc. Exhibit 3.2 to S-1 Registration
Statement No. 33-98070, originally
filed October 12, 1995, as amended.
27 Financial Data Schedule Electronic Filing only.
</TABLE>
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BLONDER
TONGUE LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1997 AND BALANCE SHEET AS AT JUNE 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,475
<SECURITIES> 0
<RECEIVABLES> 11,332
<ALLOWANCES> 340
<INVENTORY> 15,506
<CURRENT-ASSETS> 28,883
<PP&E> 8,906
<DEPRECIATION> 1,590
<TOTAL-ASSETS> 37,838
<CURRENT-LIABILITIES> 4,868
<BONDS> 0
0
0
<COMMON> 8
<OTHER-SE> 28,221
<TOTAL-LIABILITY-AND-EQUITY> 37,838
<SALES> 29,616
<TOTAL-REVENUES> 29,616
<CGS> 19,587
<TOTAL-COSTS> 19,587
<OTHER-EXPENSES> 5,384
<LOSS-PROVISION> 60
<INTEREST-EXPENSE> 211
<INCOME-PRETAX> 4,400
<INCOME-TAX> 1,760
<INCOME-CONTINUING> 4,585
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,640
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
</TABLE>
