<PAGE>
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 AUGUST 26, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-12991
THE LANGER BIOMECHANICS GROUP, INC.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter.)
NEW YORK 11-2239561
-------------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization.) Identification No.)
450 COMMACK ROAD, DEER PARK, NY 11729
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(631) 667-1200
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, $.02 Par Value - 2,604,181 shares as of October 2, 2000.
<PAGE>
INDEX
THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -- August 26, 2000
and February 29, 2000 3
Condensed Consolidated Statements of Operations --
Three and Six Months ended August 26, 2000 and August
28, 1999 4
Condensed Consolidated Statements of Cash Flow --
Six Months ended August 26, 2000 and August 28, 1999 5
Notes to Condensed Consolidated Financial Statements --
Three and Six Months ended August 26, 2000 6 - 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11 - 13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
2
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
August 26, 2000 February 29,2000
------------------- ---------------
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 636,870 $ 918,115
Accounts receivable, net of allowance for
doubtful accounts of $67,000 and $63,000, respectively 1,552,746 1,316,530
Inventories, net (Note 2) 1,097,862 1,189,384
Prepaid expenses and other current assets 205,794 215,580
------------------- ---------------
Total current assets 3,493,272 3,639,609
Property and equipment, net 794,838 945,270
Other assets 299,798 153,312
------------------- ---------------
Total Assets $ 4,587,908 $4,738,191
=================== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 28,750 $ 28,750
Accounts payable 570,763 580,057
Accrued liabilities:
Accrued payroll and related payroll taxes 278,115 303,452
Other current liabilities 609,846 592,473
Unearned revenue-current 419,517 420,221
------------------- ---------------
Total current liabilities 1,906,991 1,924,953
Accrued pension expense 64,910 82,910
Unearned revenue-long-term 102,572 104,380
Long-term debt 69,479 81,458
Deferred income taxes 7,644 8,167
------------------- ---------------
Total liabilities 2,151,596 2,201,868
------------------- ---------------
Stockholders' equity :
Common stock, $.02 par value. Authorized
10,000,000 shares; Issued 2,640,281 shares 52,806 52,806
Additional paid-in capital 6,325,880 6,325,880
Accumulated deficit (3,513,477) (3,405,904)
Accumulated other comprehensive loss (297,965) (300,266)
------------------- ---------------
2,567,244 2,672,516
Less treasury stock at cost, 76,100 and 81,500 shares, respectively (130,932) (136,193)
------------------- ---------------
Total stockholders' equity 2,436,312 2,536,323
------------------- ---------------
Total Liabilities and Stockholders' Equity $ 4,587,908 $4,738,191
=================== ===============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended: Six Months Ended:
August 26, 2000 August 28, 1999 August 26, 2000 August 28, 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales (Note 3) $ 2,915,534 $ 2,951,637 $ 5,685,229 $ 5,657,497
Cost of sales 1,875,565 1,825,098 3,626,148 3,558,139
-------------------- -------------------- -------------------- --------------------
Gross profit 1,039,969 1,126,539 2,059,081 2,099,358
Selling expenses 513,050 398,534 1,020,330 764,530
Research and development expenses 63,638 34,658 119,364 53,719
General and administrative expenses 531,469 682,881 1,021,173 1,200,012
-------------------- -------------------- -------------------- --------------------
Income (loss) from operations (68,188) 10,466 (101,786) 81,097
-------------------- -------------------- -------------------- --------------------
Other income (expense):
Other income 11,317 12,104 1,679 36,496
Interest expense (4,279) (2,200) (10,154) (3,457)
Minority interest - (8,139) 5,188 (12,864)
-------------------- -------------------- -------------------- --------------------
Other income (expense), net 7,038 1,765 (3,287) 20,175
-------------------- -------------------- -------------------- --------------------
Income (loss) before income taxes (61,150) 12,231 (105,073) 101,272
Provision for income taxes (Note 1) 2,500 9,409 2,500 16,179
-------------------- -------------------- -------------------- --------------------
Net income (loss) ($63,650) $2,822 ($107,573) $ 85,093
==================== ==================== ==================== ====================
Weighted average number of common
shares used in computation of net
income per share (Note 6):
Basic 2,559,427 2,570,227 2,567,203 2,571,632
Diluted 2,559,427 2,661,168 2,567,203 2,660,770
Net income per common share :
Basic $ (0.02) $ 0.00 $ (0.04) $ 0.03
==================== ==================== ==================== ====================
Diluted $ (0.02) $ 0.00 $ (0.04) $ 0.03
==================== ==================== ==================== ====================
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended:
August 26, 2000 August 28, 1999
--------------- ---------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ (107,573) $ 85,093
Adjustments to reconcile net income to net cash
used in operating activities:
Deferred foreign taxes (1,075) (1,042)
Depreciation and amortization 197,347 112,326
Provision for doubtful accounts receivable 9,949 9,046
Changes in operating assets and liabilities:
Accounts receivable (226,025) (170,505)
Inventories 104,502 (59,104)
Prepaid expenses and other assets 10,261 (20,669)
Accounts payable and accrued liabilities (55,709) (49,921)
Net pension liability (18,000) (22,000)
Unearned revenue (9,921) 12,846
-------------------- --------------------
Net cash used in operating activities (96,244) (103,930)
-------------------- --------------------
Cash Flows From Investing Activities:
Langer UK purchase (145,138)
Capital expenditures (33,174) (275,572)
-------------------- --------------------
Net cash used in investing activities (178,312) (275,572)
-------------------- --------------------
Cash Flows From Financing Activities:
Repayments on equipment line (11,979) -
Issuance of stock-UK purchase 65,139 -
Treasury stock acquired (80,215) (20,630)
Common stock options exercised - 3,906
Issuance of director's shares 20,366 -
-------------------- --------------------
Net cash used in financing activities (6,689) (16,724)
-------------------- --------------------
Net decrease in cash and cash equivalents (281,245) (396,226)
Cash and cash equivalents at beginning of period 918,115 1,700,156
-------------------- --------------------
Cash and cash equivalents at end of period $ 636,870 $ 1,303,930
==================== ====================
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest expense $ 4,279 $ 3,457
==================== ====================
Income taxes $ -
==================== ====================
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
THREE MONTHS AND SIX MONTHS ENDED AUGUST 26, 2000 AND AUGUST 28, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
A) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. For further information, refer to the consolidated financial
statements and footnotes thereto for the fiscal year ended February 29, 2000.
Operating results for the periods ended August 26, 2000 are not necessarily
indicative of the results that may be expected for the year ending February 28,
2001.
B) Income per Share
Basic earnings per share are based on the weighted average number of shares of
common stock outstanding during the period. Diluted earnings per share are based
on the weighted average number of shares of common stock and common stock
equivalents (options and warrants) outstanding during the period, except where
the effect would be antidilutive, computed in accordance with the treasury stock
method.
C) Provision for Income Taxes
The provision for income taxes for the three months ended August 26, 2000 was
based upon estimated minimum state income tax payments due for the year ended
February 28, 2001. The provision for income taxes for three month and six month
periods ended August 28, 1999 were calculated at an effective annual tax rate of
4.5%, reflecting the utilization of available net operating loss carryforwards
and also taking into account the "Alternative Minimum Tax". The provision for
income taxes on foreign operations was estimated at 21%.
D) Recent Pronouncements of the Financial Accounting Standards Board
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"), which requires that
derivative instruments be measured at fair value and recognized as assets or
liabilities in the Company's balance sheet. SFAS No. 133 (as amended by SFAS No.
137 and No. 138) is effective for all quarters of all fiscal years beginning
after June 15, 2000. The Company is currently evaluating the effect that SFAS
No. 133 will have on the Company's consolidated financial statements. In
December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
The Company is required to adopt SAB 101 no later than the first quarter of
fiscal 2001. The Company is currently evaluating the impact of SAB 101 on the
Company's results of operations and financial position.
6
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
E) Reclassifications
Certain amounts have been reclassified in the prior year condensed consolidated
financial statements to present them on a basis consistent with the current
year.
NOTE 2
The Company did not take a physical inventory as of August 26, 2000. Inventories
and cost of sales for the interim periods were based on the results of the
Company's perpetual inventory records.
<TABLE>
<CAPTION>
August 26, 2000 February 29, 2000
---------------- -----------------
(Unaudited)
<S> <C> <C>
Inventories consist of:
Raw materials $ 819,316 $ 762,282
Work-in-process 89,814 88,359
Finished goods 256,462 394,473
------------ -------------
Total inventories 1,165,592 1,245,114
Less: allowance for obsolescence 67,730 55,730
------------ -------------
Inventories,net $ 1,097,862 $ 1,189,384
============ =============
</TABLE>
NOTE 3 - SEASONALITY
Revenues derived from the Company's sale of orthotic devices, a substantial
portion of the Company's operations, have historically been significantly higher
in the warmer months of the year.
NOTE 4 - COMPREHENSIVE INCOME
The Company's comprehensive earnings were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
August 26, August 28, August 26, August 28,
2000 1999 2000 1999
------------------------------ ----------------------------
<S> <C> <C> <C> <C>
Net income $ (63,650) $ 2,822 $ (107,573) $ 85,093
Other comprehensive income(loss) , net of tax:
Change in equity resulting from translation of
financial statements into U.S. dollars (198) 3,762 2,301 6,699
--------- --------- ----------- ---------
Comprehensive income $(63,848) $ 6,584 $ (105,272) $ 91,792
========= ========= =========== =========
</TABLE>
7
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 5 - SEGMENT INFORMATION
The Company operates in two geographic segments (North America and United
Kingdom) principally in the design, development, manufacture and sale of foot
and gait-related products. Intersegment net sales are recorded at cost. Segment
information was as follows:
<TABLE>
<CAPTION>
North United
Three Months Ended August 26,2000 America Kingdom Total
--------------------------------- ------- ------- -----
<S> <C> <C> <C>
Net sales from external
customers $2,516,715 $398,819 $2,915,534
Intersegment net sales 57,549 -- 57,549
Gross profit 875,619 164,350 1,039,969
Income (loss) from operations (73,817) 5,629 (68,188)
Three Months Ended August 28,1999
---------------------------------
Net sales from external customers $2,576,286 $375,351 $2,951,637
Intersegment net sales 56,394 - 56,394
Gross profit 967,792 158,747 1,126,539
Income (loss) from operations (44,960) 55,426 10,466
Six Months Ended August 26,2000
---------------------------------
Net sales from external customers $4,904,186 $781,043 $5,685,229
Intersegment net sales 117,067 -- 117,067
Gross profit 1,736,330 322,751 2,059,081
Income (loss) from operations (113,099) 11,313 (101,786)
Six Months Ended August 28,1999
---------------------------------
Net sales from external customers $4,924,927 $732,570 $5,657,497
Intersegment net sales 106,415 -- 106,415
Gross profit 1,797,145 302,213 2,099,358
Income (loss) from operations (11,946) 93,043 81,097
</TABLE>
8
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 6 - EARNINGS PER SHARE
Basic earnings per common share ("EPS") are computed based on the weighted
average number of common shares outstanding during each period. Diluted earnings
per common share are computed based on the weighted average number of common
shares, after giving effect to dilutive common stock equivalents outstanding
during each period. The following table provides a reconciliation between basic
and diluted earnings per share:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
August 26,2000 August 28,1999 August 26,2000 August28,1999
---------------------------------- ------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Income available to common $(63,650) $2,822 $(107,573) $85,093
stockholders --------- ------ ---------- -------
Denominators:
Denominator for basic earnings per share- 2,559,427 2,570,227 2,567,203 2,571,632
weighted average shares outstanding
Effect of dilutive securities:
Stock options - 90,941 - 89,138
- ------ - ------
Denominator for diluted earnings per
share 2,559,427 2,661,168 2,567,203 2,660,770
========= ========= ========= =========
Basic earnings per share $(0.02) $0.00 $(0.04) $0.03
======= ===== ======= =====
Diluted earnings per share $(0.02) $0.00 $(0.04) $0.03
======= ===== ======= =====
</TABLE>
NOTE 7 - ACQUISITION
Effective April 5, 2000, the Company purchased the remaining 25% interest which
it did not previously own in its Langer Biomechanics Group (UK) Limited
subsidiary for $80,000 cash and the issuance of 40,000 shares of common stock
from treasury. The transaction is being accounted for as purchase and the excess
cost over the fair value of net assets acquired is being amortized on a
straight-line basis over a ten-year period. If the acquisition were assumed to
have occurred at the beginning of fiscal 2000, the impact on the results of
operations would not have been material.
9
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 8 - SUBSEQUENT EVENT
On September 17, 2000, the Company entered into a letter of intent , dated
September 14, 2000, with OrthoStrategies, Inc. ("OSI") pursuant to which OSI is
to acquire the Company. The proposed acquisition will be in the form of a
merger, with shareholders of the Company receiving $1.75 per share in cash. The
purchase price per share is subject to adjustment, from a minimum of $1.73 to a
cap of $1.81, depending upon the net worth and net working capital of the
Company at the time of merger.
The proposed acquisition is subject to certain conditions, including, among
others, the execution of a formal merger agreement , the obtaining of requisite
financing by OSI, and the meeting of minimum net worth and net working capital
parameters by the Company. After the execution of the contemplated merger
agreement, the Company will hold a special meeting of its shareholders to vote
upon the merger.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Three and six months ended August 26, 2000 as compared with three and six months
ended August 28, 1999.
REVENUES
Sales of $2,915,534 for the second quarter ended August 26, 2000 were $36,103 or
1.2% lower than the sales of $2,951,637 in the comparable prior-year quarter.
The reduction in sales was principally due to a reduction in domestic sales of
PPT and other materials as both domestic orthotic sales and UK sales increased
over the prior year. Sales of $5,685,229 for the six months ended August 26,
2000 were $27,732 or less than 1% higher than prior-period's sales of
$5,657,497. The increased sales for the six month period when compared to the
comparable prior year period is principally due to increased sales in the
Company's subsidiary in the United Kingdom partially offset by a reduction in
domestic sales of PPT and other materials.
GROSS PROFIT
Gross profit as a percentage of sales for both the three month and six month
periods ended August 26, 2000 was lower than the comparable periods in the prior
year. For the three months ended August 26, 2000 gross profit as a percentage of
sales decreased to 35.7% of sales from 38.2% in the comparable prior period.
This reduction in margin resulted from lower productivity principally
attributable to an increase in direct labor trainees as a percentage of the
total direct labor workforce and to increased shipping expenses. For the six
month period ended August 26, 2000, gross margin as a percentage of sales
decreased to 36.2% from 37.1% in the comparable period in the prior year due to
the lower margin in the quarter ended August 26, 2000 discussed above.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling expenses for the recently ended quarter were $513,050 compared to
$398,534 in the comparable prior-year period, an increase of $114,516 or 28.7%.
This increase is due to an increase in domestic selling expense of $47,000 and
an additional increase of $67,000 in the Company's UK subsidiary. Selling
expenses for the six months ended August 26, 2000 were $1,020,330 compared to
$764,530 in the comparable prior-year period, an increase of $255,800 or 33.5%.
This increase is due to an increase in domestic selling expense of $127,000 and
an additional increase of $128,000 in the Company's UK subsidiary. The domestic
and UK selling expense increases for both periods presented are principally due
to increased promotional activities designed to increase sales and market share,
including the introduction of a catalogue in the UK, and increased salary and
salary related costs in both locations.
General and administrative expenses for the recently ended quarter were $531,469
compared to $682,881 in the comparable prior-year period, a decrease of $151,412
or 22.1%. General and administrative expenses for the six months ended August
26, 2000 were $1,021,173 compared to $1,200,012 in the comparable prior-year
period, a decrease of $178,839 or 14.9%. The general and administrative expenses
decreases for both periods presented are principally due to reduced salary and
salary related expenses and reduced consulting and other professional costs ;
such costs were higher in the prior periods due to the expenses associated with
the prior year management transition and operations clean-up.
11
<PAGE>
RESEARCH AND DEVELOPMENT EXPENSE
The Company incurred research and development expenses for the three and six
month periods ended August 26, 2000 of $63,638 and $119,364 , respectively, as
compared to $34,658 and $53,719 , respectively, for the three month and six
month periods ended August 28, 1999. The increased expenditures for both periods
presented were primarily attributable to on-going production automation
activities and development efforts focused on the introduction of new products.
OTHER INCOME AND EXPENSES
Other income consists primarily of income generated from investments, service
charge income generated from the Company's accounts receivable and seminar fees.
Net other income was $7,038 for the second quarter of the current fiscal year as
compared with $1,765 in the comparable prior year's quarter. This increase is
principally due to the prior year period including a provision for minority
interest in the earnings of the Company's UK subsidiary which became a
wholly-owned subsidiary in the current year. For the six month periods, net
other income was $(3,287) this year versus $20,175 in the prior year period. The
prior year period included higher interest income associated with higher average
cash balances and higher seminar fee revenue.
LIQUIDITY
At August 26, 2000 the Company's cash and cash equivalents were $636,870, a
reduction of $281,245 from the balance at February 29, 2000 . The reduction in
cash balances was primarily attributable to the Company's purchase of the
remaining 25% interest which it did not previously own in its Langer
Biomechanics Group (UK) Limited subsidiary, the purchase of treasury stock and
the loss from operations.
The Company has a one year agreement for a revolving credit facility of
$1,500,000, which expires November 30, 2000. The facility provides borrowings at
an interest rate of prime plus 1/2 percent, from a bank, but to date the Company
has not found it necessary to use this credit line. The agreement contains,
among other items, restrictions relating to incurrence of additional
indebtedness and the payment of dividends. Additionally, the Company is required
to maintain certain minimum financial ratios. Borrowings under this agreement
are collateralized by substantially all of the assets of the Company. The
Company also has a $500,000 equipment credit line with a bank to finance the
long-term capital equipment needed to grow the Company's business. In December
1999, the Company borrowed $115,000 on this line to finance the acquisition of
certain machinery and equipment. The loan bears interest at 9.5% per annum and
requires 48 monthly payments of $2,396. At August 26, 2000, $98,000 was
outstanding under this line. The Company has never borrowed on the revolving
credit facility and management believes that its existing cash balances, funds
generated from operations and the revolver will be adequate to meet cash needs
On September 17, 2000, the Company entered into a letter of intent , dated
September 14, 2000, with OrthoStrategies, Inc. ("OSI") pursuant to which OSI is
to acquire the Company. The proposed acquisition will be in the form of a
merger, with shareholders of the Company receiving $1.75 per share in cash. The
purchase price per share is subject to adjustment, from a minimum of $1.73 to a
cap of $1.81, depending upon the net worth and net working capital of the
Company at the time of merger.
The proposed acquisition is subject to certain conditions, including, among
others, the execution of a formal merger agreement , the obtaining of requisite
financing by OSI, and the meeting of minimum net worth and net working capital
parameters by the Company. After the execution of the contemplated merger
agreement, the Company will hold a special meeting of its shareholders to vote
upon the merger.
12
<PAGE>
RECENT PRONOUCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"), which requires that
derivative instruments be measured at fair value and recognized as assets or
liabilities in the Company's balance sheet. SFAS No. 133 ( as amended by SFAS
No. 137 and 138) is effective for all quarters of all fiscal years beginning
after June 15, 2000. The Company is currently evaluating the effect that SFAS
No. 133 will have on the Company's consolidated financial statements. In
December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
The Company is required to adopt SAB 101 no later than the first quarter of
fiscal 2001. The Company is currently evaluating the impact of SAB 101 on the
Company's results of operations and financial position.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
This Form 10-Q contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 which can be identified by the
use of forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates" or the negative thereof, other variations thereon or
comparable terminology, or by discussions of strategy. No assurance can be given
that future results covered by the forward-looking statements will be achieved,
and other factors could also cause actual results to vary materially from the
future results covered in such forward-looking statements. Factors which might
cause such a difference include, but are not limited to, product demand, the
impact of competitive products and pricing and general business and economic
conditions.
13
<PAGE>
Part II OTHER INFORMATION
THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES
Item 4. Submission of Matters to a Vote of Security-Holders.
Reference is made to an annual meeting of shareholders held on August
2, 2000, where the following occurred:
1. Stephen V. Ardia, Kenneth Granat, Justin Wernick and Thomas I.
Altholz were re-elected as Directors.
2. The votes cast, in person and by proxy, on the motion to elect
directors were as follows:
<TABLE>
<CAPTION>
For Withhold Authority
<S> <C> <C>
Stephen V. Ardia 2,338,393 139,656
Kenneth Granat 2,338,393 139,656
Dr. Justin Wernick 2,340,773 137,276
Thomas I. Altholz 2,338,393 139,656
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
None
14
<PAGE>
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.
THE LANGER BIOMECHANICS GROUP, INC.
-----------------------
(REGISTRANT)
DATE: OCTOBER 2, 2000
BY: /s/ DANIEL J. GORNEY
-----------------------
DANIEL J. GORNEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
BY: /s/ THOMAS G. ARCHBOLD
-----------------------
THOMAS G. ARCHBOLD
CHIEF FINANCIAL OFFICER (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
15
