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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, 1998,
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .
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Commission file number 1-14120
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BLONDER TONGUE LABORATORIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1611421
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Jake Brown Road, Old Bridge, New Jersey 08857
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 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 7,
1998: 8,370,397.
The Exhibit Index appears on page 11.
<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, Dec. 31,
1998 1997
-------- --------
(unaudited)
<S> <C> <C>
Assets (Note 5)
Current assets:
Cash and cash equivalents .......................................... $ 1,293 $ 555
Accounts receivable, net of allowance for doubtful accounts of
$1,225 and $607, respectively .................................... 17,627 13,130
Inventories (Note 3) ............................................... 21,253 17,875
Other current assets ............................................... 2,359 318
Deferred income taxes .............................................. 1,554 1,054
-------- --------
Total current assets ........................................ 44,086 32,932
Property, plant and equipment, net of accumulated depreciation and
amortization ..................................................... 8,412 7,721
Other assets ....................................................... 18,249 1,619
-------- --------
$ 70,747 $ 42,272
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Short-term borrowings (Note 5) ..................................... $ 19,000 $ --
Revolving line of credit (Note 5) .................................. 1,097 --
Current portion of long-term debt, including related party debt of
$1,278 at December 31, 1997 ....................................... 498 1,866
Accounts payable ................................................... 5,571 2,305
Accrued compensation ............................................... 1,797 1,606
Other accrued expenses ............................................. 1,230 929
Income taxes ....................................................... 1,566 171
-------- --------
Total current liabilities ................................... 30,759 6,877
-------- --------
Deferred income taxes ................................................. 395 412
Long-term debt ........................................................ 3,101 3,188
Commitments and contingencies ......................................... -- --
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,
8,326,689 shares issued and outstanding at June 30, 1998 and
8,272,758 shares issued and outstanding at December 31, 1997 ..... 8 8
Paid-in capital .................................................... 23,718 21,802
Retained earnings .................................................. 13,264 10,483
Treasury stock at cost, 40,200 shares at June 30, 1998 and
December 31, 1997 ................................................ (498) (498)
-------- --------
Total stockholders' equity .................................. 36,492 31,795
-------- --------
$ 70,747 $ 42,272
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
-2-
<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales ..................... $ 20,525 $ 15,575 $ 35,644 $ 29,616
Cost of goods sold ............ 13,786 10,291 23,810 19,587
-------- -------- -------- --------
Gross profit ................ 6,739 5,284 11,834 10,029
-------- -------- -------- --------
Operating expenses:
Selling expenses ............ 1,096 1,066 2,408 2,197
General and administrative .. 1,694 1,069 3,102 2,193
Research and development .... 550 536 1,127 1,054
-------- -------- -------- --------
3,340 2,671 6,637 5,444
-------- -------- -------- --------
Earnings from operations ...... 3,399 2,613 5,197 4,585
-------- -------- -------- --------
Other income (expense):
Interest expense ............ (438) (110) (562) (211)
Other income ................ -- 14 1 26
-------- -------- -------- --------
(438) (96) (561) (185)
-------- -------- -------- --------
Earnings before income taxes .. 2,961 2,517 4,636 4,400
Provision for income taxes .... 1,185 1,007 1,855 1,760
-------- -------- -------- --------
Net earnings ................ $ 1,776 $ 1,510 $ 2,781 $ 2,640
======== ======== ======== ========
Basic net earnings per share .. $ 0.21 $ 0.18 $ 0.34 $ 0.32
======== ======== ======== ========
Basic weighted average shares
outstanding ................... 8,321 8,223 8,282 8,216
======== ======== ======== ========
Diluted net earnings per share $ 0.21 $ 0.18 $ 0.33 $ 0.32
======== ======== ======== ========
Diluted weighted average shares
outstanding ................... 8,468 8,302 8,441 8,306
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1998 1997
---------- -----------
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings ................................................... $ 2,781 $ 2,640
Adjustments to reconcile net earnings to cash
provided by operating activities:
Depreciation and amortization ................................ 968 542
Provision for doubtful accounts .............................. 618 60
Deferred income taxes ........................................ (517) (60)
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable .......................................... (5,114) (2,065)
Inventories .................................................. (77) 522
Other current assets ......................................... (2,041) 106
Other assets ................................................. (416) 75
Income taxes ................................................. 1,395 (44)
Accounts payable and accrued expenses ........................ 3,758 542
-------- --------
Net cash provided by operating activities .................. 1,355 2,318
-------- --------
Cash Flows From Investing Activities:
Capital expenditures ........................................... (399) (536)
Acquisition of licenses ........................................ -- (163)
Acquisition of business ........................................ (19,000) --
-------- --------
Net cash used in investing activities ........................ (19,399) (699)
-------- --------
Cash Flows From Financing Activities:
Net borrowings under revolving line of credit .................. 1,097 (1,176)
Proceeds from long-term debt ................................... 19,199 239
Repayments of long-term debt ................................... (1,654) (560)
Acquisition of treasury stock .................................. -- (109)
Proceeds from exercise of stock options ........................ 140 122
-------- --------
Net cash provided by (used in) financing activities .......... 18,782 (1,484)
-------- --------
Net Increase In Cash ............................................. 738 135
Cash, beginning of period ........................................ 555 1,340
-------- --------
Cash, end of period .............................................. $ 1,293 $ 1,475
======== ========
Supplemental Cash Flow Information:
Cash paid for interest ......................................... $ 424 $ 208
Cash paid for income taxes ..................................... $ 976 $ 1,864
Schedule of noncash investing and financing activities:
Common stock issued for acquired business ...................... $ 1,000 --
Fair value of warrants issued for acquired business ............ $ 775 --
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<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 second quarter of 1998 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, 1998. 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 Pronouncements
In June, 1997, SFAS 130, "Reporting Comprehensive Income," and SFAS
131, "Disclosures About Segments of an Enterprise and Related Information," were
issued. SFAS 130 addresses standards for reporting and display of comprehensive
income and its components and SFAS 131 requires disclosure of reportable
operating segments. In February, 1998, SFAS 132, "Employer's Disclosures About
Pensions and Other Postretirement Plans" was issued. SFAS 132 standardizes
pension disclosures. These statements are effective in 1998. The effect of the
adoptions did 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,
1998 1997
------- -------
Raw Materials .......................... $10,631 $ 8,740
Work in process ........................ 3,596 2,907
Finished Goods ......................... 7,026 6,228
------- -------
$21,253 $17,875
======= =======
Note 4 - Acquisition
On March 25, 1998, the Company acquired all of the assets and
technology rights of the interdiction business (the "Interdiction Business") of
Scientific-Atlanta, Inc. ("Scientific") for a purchase price consisting of (i)
$19 million in cash, (ii) 68 shares of the Company's common stock, (iii) a
warrant to purchase 150 additional shares of the Company's common stock at an
exercise price of $14.25 per share and (iv) assumption by the Company of certain
obligations under executory contracts with vendors and customers and certain
warranty obligations and current liabilities of the Interdiction Business. The
Interdiction Business generated approximately $16 million in revenues for the
prior twelve month period. The Company believes that Scientific's interdiction
products, which have been engineered primarily to serve the franchised cable
market, will supplement the Company's VideoMask(TM) products, which are
primarily focused on the Private Cable market. In addition, the Company expects
that the technology acquired as part of the Interdiction Business will enhance
its ability to design products that meet the specific needs of all cable
providers, while improving its position in the franchised cable market.
Scientific will provide certain manufacturing, consulting and other transition
services to the Company pursuant to agreements executed by the parties during a
limited period following the acquisition in order to permit the Company to
fulfill sales orders of the Interdiction Business for the transition period
following the closing.
-5-
<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(unaudited)
Note 5 - Line of Credit
In October, 1997, the Company executed a new $15 million revolving line
of credit with its bank, on which funds may be borrowed at the bank's overnight
base rate ("OBR") plus a margin ranging from .95% to 2.45%, depending upon the
calculation of certain financial covenants (7.45% at June 30, 1998). As of June
30, 1998, the Company had $1,097 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 as well as restrictions on the payment of dividends. In
addition, the Company has an acquisition loan commitment which may be drawn upon
by the Company to finance acquisitions in accordance with certain terms. The
acquisition loan commitment had been $15 million until March, 1998 when it was
increased to $20 million to accommodate the acquisition of Scientific's
Interdiction Business. Funds may be borrowed under the acquisition loan
commitment at OBR plus a margin ranging from 1.25% to 2.75%, depending upon the
calculation of certain financial covenants (7.75% at June 30, 1998). At June 30,
1998, there was $19 million outstanding under the acquisition loan commitment.
The line of credit and the acquisition loan commitment expire on June 30, 1999.
ITEM 2. 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 2 - Management's
Discussion and Analysis of Financial Condition and Results of Operations. 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, 1997
(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 1998 Compared with second three months of 1997
Net Sales. Net sales increased $4,950,000, or 31.8%, to $20,525,000 in
the second three months of 1998 from $15,575,000 in the second three months of
1997. International sales accounted for $272,000 (1.3% of total sales) for the
second three months of 1998 compared to $397,000 (2.5% of total sales) for the
second three months of 1997.
The increase in sales is primarily attributed to an increase in sales
of interdiction equipment including sales to the franchised cable market. Net
sales included approximately $7,085,000 of interdiction equipment for the second
three months of 1998 compared to approximately $1,670,000 for the second three
months of 1997.
Cost of Goods Sold. Cost of goods sold increased to $13,786,000 for the
second three months of 1998 from $10,291,000 for the second three months of 1997
and also increased as a percentage of sales to 67.2% from 66.1%. 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.
-6-
<PAGE>
Selling Expenses. Selling expenses increased to $1,096,000 for the
second three months of 1998 from $1,066,000 in the second three months of 1997,
due to an increase in salary and employee benefit expenses as a result of an
increase in headcount offset by a decrease in commissions due to the reduction
in the number of sales representatives.
General and Administrative Expenses. General and administrative
expenses increased to $1,694,000 for the second three months of 1998 from
$1,069,000 for the second three months of 1997 and also increased as a
percentage of sales to 8.3% for the second three months of 1998 from 6.9% for
the second three months of 1997. The $625,000 increase can be attributed to an
increase in the allowance for doubtful accounts along with an increase in the
amortization of intangibles related to the acquisition of Scientific's
Interdiction Business offset by a decrease in the accrual for executive bonuses.
Research and Development Expenses. Research and development expenses
increased to $550,000 in the second three months of 1998 from $536,000 in the
second three months of 1997, but decreased as a percentage of sales to 2.7% from
3.4%. The increase in dollar amount is attributable to an increase in purchased
materials for research and development.
Operating Income. Operating income increased 30.1% to $3,399,000 for
the second three months of 1998 from $2,613,000 for the second three months of
1997. Operating income as a percentage of sales decreased to 16.6% in the second
three months of 1998 from 16.8% in the second three months of 1997.
Interest and Other Expenses. Other expense increased to $438,000 in the
second three months of 1998 from $96,000 in the second three months of 1997.
These expenses in the second three months of 1998 consisted of interest expense
in the amount of 438,000. 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.
Income Taxes. The provision for income taxes for the second three
months of 1998 increased to $1,185,000 from $1,007,000 for the second three
months of 1997 as a result of increased taxable income.
First six months of 1998 Compared with first six months of 1997
Net Sales. Net sales increased $6,028,000, or 20.4%, to $35,644,000 in
the first six months of 1998 from $29,616,000 in the first six months of 1997.
International sales accounted for $781,000 (2.2% of total sales) for the first
six months of 1998 compared to $763,000 (2.6% of total sales) for the first six
months of 1997.
The increase in sales is primarily attributed to the increase in sales
of interdiction equipment including sales to the franchised cable market. Net
sales included approximately $10,007,000 of interdiction equipment for the first
six months of 1998 compared to approximately $3,196,000 for the first six months
of 1997.
Cost of Goods Sold. Cost of goods sold increased to $23,810,000 for the
first six months of 1998 from $19,587,000 for the first six months of 1997 and
increased as a percentage of sales to 66.8% from 66.1%. 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 increased to $2,408,000 in the first
six months of 1998 from $2,197,000 in the first six months of 1997, due to an
increase in salary and employee benefit expenses as a result of an increase in
headcount offset by a decrease in commissions due to the reduction in the number
of sales representatives.
General and Administrative Expenses. General and administrative
expenses increased to $3,102,000 in the first six months of 1998 from $2,193,000
for the first six months of 1997 and increased as a percentage of sales to 8.7%
in the first six months of 1998 from 7.4% for the first six months of 1997. The
$909,000 increase can be attributed to an increase in the allowance for doubtful
accounts along with an increase in the amortization of intangibles related to
the acquisition of Scientific's Interdiction Business offset by a decrease in
the accrual for executive bonuses.
Research and Development Expenses. Research and development expenses
increased 6.9% to $1,127,000 in the first six months of 1998 from $1,054,000 in
the first six months of 1997 but decreased as a percentage of sales to 3.2% from
3.6%. The increase in dollar amount is attributable to an increase in purchased
materials for research and development.
-7-
<PAGE>
Operating Income. Operating income increased 13.3% to $5,197,000 for
the first six months of 1998 from $4,585,000 for the first six months of 1997.
Operating income as a percentage of sales decreased to 14.6% in the first six
months of 1998 from 15.5% in the first six months of 1997.
Interest and Other Expenses. Other expense, net, increased to $561,000
in the first six months of 1998 from $185,000 in the first six months of 1997.
These expenses in the first six months of 1998 consisted of interest expense of
$562,000 offset by interest income of $1,000. 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.
Income Taxes. The provision for income taxes for the first six months
of 1998 increased to $1,855,000 from $1,760,000 for the first six months of 1997
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, 1998 was $1,355,000, compared to cash provided
by operating activities for the six-month period ended June 30, 1997, which was
$2,318,000. Cash flows from operating activities have been positive, due
primarily to net earnings of $2,781,000, an increase in accounts payable and
accrued expenses and an increase in income taxes payable, offset by an increase
in accounts receivable.
Cash used in investing activities was $19,399,000, of which $19,000,000
was utilized for the acquisition of the Scientific Interdiction Business, and
$399,000 was attributable to capital expenditures for new equipment. The Company
anticipates additional capital expenditures during calendar year 1998,
aggregating approximately $1,100,000, 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 1999.
Cash provided by financing activities was $18,782,000 for the first six
months of 1998, comprised primarily of $19,000,000 in proceeds from the
Company's acquisition loan commitment.
In October, 1997, the Company executed a new $15 million revolving line
of credit with its bank, on which funds may be borrowed at the bank's overnight
base rate ("OBR") plus a margin ranging from .95% to 2.45%, depending upon the
calculation of certain financial covenants (7.45% at June 30, 1998). As of June
30, 1998, the Company had $1,097,000 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 as well as restrictions on the payment of dividends. In
addition, the Company has an acquisition loan commitment which may be drawn upon
by the Company to finance acquisitions in accordance with certain terms. The
acquisition loan commitment had been $15 million until March, 1998 when it was
increased to $20 million to accommodate the acquisition of Scientific's
Interdiction Business. Funds may be borrowed under the acquisition loan
commitment at OBR plus a margin ranging from 1.25% to 2.75%, depending upon the
calculation of certain financial covenants (7.75% at June 30, 1998). At June 30,
1998, there was $19 million outstanding under the acquisition loan commitment.
The line of credit and the acquisition loan commitment expire on June 30, 1999.
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 Pronouncements
In June 1997, SFAS 130, "Reporting Comprehensive Income," and SFAS 131,
"Disclosures About Segments of an Enterprise and Related Information," were
issued. SFAS 130 addresses standards for reporting and display of comprehensive
income and its components and SFAS 131 requires disclosure of reportable
operating segments. In February 1998, SFAS 132, "Employer's Disclosures About
Pensions and Other Postretirement Plans" was issued. SFAS 132 standardizes
pension disclosures. These statements are effective in 1998. The effect of the
adoptions did not have a material impact on the Company's net earnings per
share.
-8-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to certain proceedings incidental to the
ordinary course of its business, none of which, in the current opinion of
management, is likely to have a material adverse effect on the Company's
business, financial condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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
May 7, 1998. The Company solicited proxies in connection with the Meeting. At
the record date of the Meeting (March 16, 1998), there were 8,245,494 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: James F. Williams and Robert B. Mayer. The number of votes cast for and
withheld from each director are as follows:
DIRECTORS FOR WITHHELD
--------- --- --------
James F. Williams 7,939,342 9,745
Robert B. Mayer 7,939,442 9,645
James A. Luksch, Robert J. Palle, Jr., James H. Williams,
John E. Dwight, Robert E. Heaton and Gary P. Scharmett
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 increase the number of shares which
may be issued pursuant to options or restricted stock awards granted thereunder
from 500,000 to 750,000 was approved by the following vote of Common Stock:
FOR AGAINST ABSTAIN
--- ------- -------
7,596,315 337,077 15,695
3. Amendment of Amended and Restated 1996 Director Option Plan. The
amendment of the Company's Amended and Restated 1996 Director Option Plan to,
among other things, increase the number of shares which may be issued pursuant
to options granted thereunder from 25,000 to 100,000 was approved by the
following vote of Common Stock:
FOR AGAINST ABSTAIN
--- ------- -------
7,618,545 301,779 28,763
4. Ratification of Auditors. The appointment of BDO Seidman, LLP as the
Company's independent auditors for the year ending December 31, 1998 was
ratified by the following vote of Common Stock:
FOR AGAINST ABSTAIN
--- ------- -------
7,932,842 8,350 7,895
-9-
<PAGE>
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 11 herein.
(b) On April 6, 1998, the Company filed a Form 8-K relating to Item 2 of
such Form in connection with the acquisition of Scientific's Interdiction
Business. On June 1, 1998, the Company filed a Form 8-K/A which included the
financial statements of the Interdiction Business and pro forma financial
information of the Company required by Item 7 of such Form.
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.
BLONDER TONGUE LABORATORIES, INC.,
Date: August 14, 1998
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)
-10-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit # Description Location
--------- ----------- --------
<S> <C> <C>
3.1 Restated Certificate of Incorporation of Incorporated by reference from Exhibit
Blonder Tongue Laboratories, Inc. 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>
<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, 1998 AND BALANCE SHEET AS AT JUNE 30,
1998 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-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,293
<SECURITIES> 0
<RECEIVABLES> 18,852
<ALLOWANCES> (1,225)
<INVENTORY> 21,253
<CURRENT-ASSETS> 44,086
<PP&E> 10,992
<DEPRECIATION> (2,580)
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0
0
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<EPS-PRIMARY> .34
<EPS-DILUTED> .33
</TABLE>
