10-Q 1 0001.txt QUARTERLY REPORT 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, 2000, 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 52-1611421 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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: (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 9, 2000: 7,712,664. BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts)

June 30, December 31, 2000 1999 ---------- ------------ (unaudited) Assets (Note 4) Current assets: Cash....................................................................... $ 1,474 $ 48 Accounts receivable, net of allowance for doubtful accounts of $912 and $683, respectively.................................... 10,504 9,969 Inventories (Note 3)....................................................... 27,971 26,793 Other current assets ...................................................... 1,718 2,007 Deferred income taxes...................................................... 1,854 1,182 ------- ------- Total current assets................................................... 43,521 39,999 Property, plant and equipment, net of accumulated depreciation and amortization............................................... 8,000 8,740 Patents, net.................................................................... 4,094 4,242 Goodwill, net................................................................... 11,962 12,437 Other assets.................................................................... 626 658 ------- ------- $68,203 $66,076 ======= ======= Liabilities and Stockholders' Equity Current liabilities: Revolving line of credit (Note 4).......................................... $ 3,003 $ 3,172 Current portion of long-term debt.......................................... 4,427 4,470 Accounts payable........................................................... 1,216 4,644 Accrued compensation....................................................... 1,980 1,040 Other accrued expenses..................................................... 1,620 903 Income taxes............................................................... 2,947 314 ------- ------- Total current liabilities.............................................. 15,193 14,543 ------- ------- Deferred income taxes........................................................... 184 149 Long-term debt (Note 4)......................................................... 13,980 16,137 Commitments and contingencies................................................... - - Stockholders' equity: Preferred stock, $.001 par value; authorized 5,000 shares; no shares outstanding...................................................... - - Common stock, $.001 par value; authorized 25,000 shares, 8,433 shares issued at June 30, 2000 and 8,392 shares issued at December 31, 1999....... 8 8 Paid-in capital............................................................ 24,136 23,870 Retained earnings.......................................................... 20,988 17,655 Treasury stock at cost, 831 shares at June 30, 2000 and December 31, 1999.......................................................... (6,286) (6,286) ------- ------- Total stockholders' equity............................................. 38,846 35,247 ------- ------- $68,203 $66,076 ======= =======

See accompanying notes to consolidated financial statements. 2 BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share amounts) (unaudited)

Three Months Ended June 30, Six Months Ended June 30, --------------------------- ---------------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Net sales................................... $ 18,062 $ 14,656 $ 39,242 $ 28,412 Cost of goods sold.......................... 11,034 9,890 25,224 18,880 -------- -------- -------- -------- Gross profit.............................. 7,028 4,766 14,018 9,532 -------- -------- -------- -------- Operating expenses: Selling expenses.......................... 1,529 1,480 3,111 2,885 General and administrative................ 1,720 1,746 3,578 3,401 Research and development.................. 511 556 1,052 1,081 -------- -------- -------- -------- 3,760 3,782 7,741 7,367 -------- -------- -------- -------- Earnings from operations.................... 3,268 984 6,277 2,165 -------- -------- -------- -------- Other income (expense): Interest expense.......................... (523) (444) (1,106) (900) Other income.............................. - 5 - 6 -------- -------- -------- -------- (523) (439) (1,106) (894) -------- -------- -------- -------- Earnings before income taxes................ 2,745 545 5,171 1,271 Provision for income taxes.................. 993 212 1,838 495 -------- -------- -------- -------- Net earnings.............................. $ 1,752 $ 333 $ 3,333 $ 776 ======== ======== ======== ======== Basic net earnings per share................ $ 0.23 $ 0.04 $ 0.44 $ 0.09 ======== ======== ======== ======== Basic weighted average shares outstanding... 7,604 8,280 7,627 8,285 ======== ======== ======== ======== Diluted net earnings per share.............. $ 0.23 $ 0.04 $ 0.43 $ 0.09 ======== ======== ======== ======== Diluted weighted average shares outstanding. 7,704 8,328 7,678 8,329 ======== ======== ======== ========

See accompanying notes to consolidated financial statements. 3 BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited)

Six Months Ended June 30, ---------------------------- 2000 1999 ------- ------- Cash Flows From Operating Activities: Net earnings........................................................ $ 3,333 $ 776 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation and amortization..................................... 1,572 1,419 Provision for doubtful accounts................................... 229 370 Deferred income taxes............................................. (637) (251) Changes in operating assets and liabilities, net of acquisition: Accounts receivable............................................... (764) 3,868 Inventories....................................................... (1,178) 984 Other current assets.............................................. 289 (983) Other assets...................................................... - (873) Income taxes...................................................... 2,633 118 Accounts payable and accrued expenses............................. (1,771) (295) ------- ------- Net cash provided by operating activities....................... 3,706 5,133 ------- ------- Cash Flows From Investing Activities: Capital expenditures................................................ (106) (276) Acquisition of licensing agreements ................................ (71) - ------- ------- Net cash used in investing activities............................. (177) (276) ------- ------- Cash Flows From Financing Activities: Net (repayments) borrowings under revolving line of credit.......... (169) 1,188 Proceeds from long-term debt........................................ - 10 Repayments of long-term debt........................................ (2,200) (244) Acquisition of treasury stock....................................... - (5,355) Proceeds from exercise of stock options............................. 266 11 ------- ------- Net cash used in financing activities............................. (2,103) (4,390) ------- ------- Net Increase In Cash.................................................. 1,426 467 Cash, beginning of period............................................. 48 542 ------- ------- Cash, end of period................................................... $ 1,474 $ 1,009 ======= ======= Supplemental Cash Flow Information: Cash paid for interest.............................................. $ 1,112 $ 456 Cash paid for income taxes.......................................... - $ 607

See accompanying notes to consolidated financial statements. 4 BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1 - Company and Basis of Presentation Blonder Tongue Laboratories, Inc. (the "Company") is a designer, manufacturer and supplier of electronics and systems equipment for the cable television and broadcast industries. The consolidated financial statements include the accounts of Blonder Tongue Laboratories, Inc. and subsidiaries. Significant inter-company accounts and transactions have been eliminated in consolidation. The results for the second quarter of 2000 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, 2000. 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 1998, SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," was issued. SFAS 133 standardizes accounting and reporting for derivative instruments and for hedging activities. This statement was amended by SFAS 137, which delays the effective date until 2001. The Company will be reviewing this pronouncement to determine its applicability to the Company, if any. Note 3 - Inventories Inventories (in thousands) are summarized as follows: June 30, Dec. 31, 2000 1999 -------- --------- Raw Materials.......................... $ 13,662 $ 11,484 Work in process........................ 5,831 5,058 Finished Goods......................... 8,478 10,251 -------- -------- $ 27,971 $ 26,793 ======== ======== Note 4 - Line of Credit On November 12, 1999, the Company entered into a new revolving line of credit with its bank, replacing its former revolving line of credit ("Former Credit Line"), on which funds may be borrowed at either the bank's base rate plus a margin ranging from 0% to .625%, or LIBOR, plus a margin ranging from 1.50% to 2.625%, in each case depending upon the calculation of certain financial covenants (9.44% at June 30, 2000). The Company was unable to meet certain financial covenants with its bank at December 31, 1999, compliance with which was waived by the bank as of such date. Coincident with obtaining the waiver by the bank, the bank agreed to extend the line of credit until September 30, 2000 and to waive compliance by the Company with certain financial covenants as of March 31, 2000, subject to the Company meeting certain alternative financial covenants as of such date, and the Company agreed to periodic reductions in the line of credit commencing in March, 2000, until the line of credit has been reduced from $7.5 million to $5.5 million as of August 1, 2000. As of June 30, 2000, the line of credit had been reduced to $5,750,000 and the Company had $3,003,000 outstanding under the line of credit as of such date. Borrowings under the line of credit are limited to certain percentages of eligible accounts receivable and inventory as defined in the credit agreement. The line of credit is collateralized by a security interest in all of the Company's assets. The agreement also contains restrictions that require the Company to maintain certain financial ratios as well as restrictions on the payment of dividends. At June 30, 2000, the Company was unable to meet certain financial covenants, compliance with which was waived by the bank as of such date. Coincident with obtaining the waiver by the bank, the bank agreed to extend the line of credit until February 15, 2001. 5 As of November 12, 1999, the Company's acquisition loan commitment under its Former Credit Line was converted to a term loan with its bank (the "S-A Term Loan"). The S-A Term Loan bears interest at either the bank's base rate plus a margin ranging from 0% to .875%, or LIBOR plus a margin ranging from 1.75% to 2.875%, in each case depending upon the calculation of certain financial covenants (9.74% at June 30, 2000). At June 30, 2000, there was $14,883,000 outstanding under the S-A Term Loan. The principal balance of the S-A Term Loan is being amortized in monthly installments of $316,667 with a final balloon payment of all remaining unpaid principal and accrued interest due on June 30, 2002. 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 section entitled 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, 1999 (See Item 1: Business and Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations). Second three months of 2000 Compared with second three months of 1999 Net Sales. Net sales increased $3,406,000, or 23.2%, to $18,062,000 in the second three months of 2000 from $14,656,000 in the second six months of 1999. The increase in sales is primarily attributed to an increase in demand for core products in the multiple dwelling unit and hotel, motel and resort markets. Cost of Goods Sold. Cost of goods sold increased to $11,034,000 for the second three months of 2000 from $9,890,000 for the second three months of 1999 and decreased as a percentage of sales to 61.1% from 67.5%. The decrease as a percentage of sales was caused primarily by a higher proportion of sales during the period being comprised of higher margin products. Selling Expenses. Selling expenses increased to $1,529,000 for the second three months of 2000 from $1,480,000 in the second three months of 1999, primarily due to an increase in wages related to the increase in headcount along with an increase in costs incurred for advertising and marketing materials. The increase in selling expenses is directly related to the Company's efforts to increase market penetration within the franchised cable market and the promotion of new product lines such as fiber optics and interdiction. The Company anticipates that these efforts will favorably impact operating results for the remainder of fiscal year 2000. General and Administrative Expenses. General and administrative expenses decreased to $1,720,000 for the second three months of 2000 from $1,746,000 for the second three months of 1999 and decreased as a percentage of sales to 9.5% for the second three months of 2000 from 11.9% for the second three months of 1999. The $26,000 decrease can be primarily attributed to a decrease in the accrual for the allowance for doubtful accounts offset by an increase in the accrual for executive bonuses. Research and Development Expenses. Research and development expenses decreased to $511,000 in the second three months of 2000 from $556,000 in the second three months of 1999, primarily due to a decrease in wages. Research and development expenses, as a percentage of sales, decreased to 2.8% in the second three months of 2000 from 3.8% in the second three months of 1999. 6 Operating Income. Operating income increased 232.1% to $3,268,000 for the second three months of 2000 from $984,000 for the second three months of 1999. Operating income as a percentage of sales increased to 18.1% in the second three months of 2000 from 6.7% in the second three months of 1999. Interest and Other Expenses. Other expense increased to $523,000 in the second three months of 2000 from $439,000 in the second three months of 1999, due primarily to increased interest expense resulting from increased borrowings under the line of credit and increased interest rates on the line of credit and S-A Term Loan. These expenses in the second three months of 2000 consisted entirely of interest expense. These expenses in the second three months of 1999 consisted of interest expense in the amount of $444,000 offset by $5,000 of interest income. Income Taxes. The provision for income taxes for the second three months of 2000 increased to $993,000 from $212,000 for the second three months of 1999 as a result of an increase in taxable income. First six months of 2000 Compared with first six months of 1999 Net Sales. Net sales increased $10,830,000, or 38.1%, to $39,242,000 in the first six months of 2000 from $28,412,000 in the first six months of 1999. The increase in sales is primarily attributed to an increase in sales of interdiction products, complemented by an increase in demand for core products in the multiple dwelling unit and hotel, motel and resort markets. Net sales included approximately $18,330,000 of interdiction equipment for the first six months of 2000 compared to approximately $10,007,000 for the first six months of 1999. Cost of Goods Sold. Cost of goods sold increased to $25,224,000 for the first six months of 2000 from $18,880,000 for the first six months of 1999 and decreased as a percentage of sales to 64.30% from 66.5%. The decrease as a percentage of sales was caused primarily by a higher proportion of sales during the period being comprised of higher margin products. Selling Expenses. Selling expenses increased to $3,111,000 for the first six months of 2000 from $2,885,000 in the first six months of 1999, primarily due to an increase in wages related to the increase in headcount along with an increase in costs incurred for advertising and marketing materials. The increase in selling expenses is directly related to the Company's efforts to increase market penetration within the franchised cable market and the promotion of new product lines such as fiber optics and interdiction. The Company anticipates that these efforts will favorably impact operating results for the remainder of fiscal year 2000. General and Administrative Expenses. General and administrative expenses increased to $3,578,000 for the first six months of 2000 from $3,401,000 for the first six months of 1999 but decreased as a percentage of sales to 9.1% for the first six months of 2000 from 12.0% for the first six months of 1999. The $177,000 increase can be primarily attributed to an increase in the accrual for executive bonuses, offset by a decrease in the accrual for the allowance for doubtful accounts. Research and Development Expenses. Research and development expenses decreased to $1,052,000 in the first six months of 2000 from $1,081,000 in the first six months of 1999, primarily due to a decrease in wages. Research and development expenses, as a percentage of sales, decreased to 2.7% in the first six months of 2000 from 3.8% in the first six months of 1999. Operating Income. Operating income increased 189.9% to $6,277,000 for the first six months of 2000 from $2,165,000 for the first six months of 1999. Operating income as a percentage of sales increased to 16.0% in the first six months of 2000 from 7.6% in the first six months of 1999. Interest and Other Expenses. Other expense increased to $1,106,000 in the first six months of 2000 from $894,000 in the first six months of 1999, due primarily to increased interest expense resulting from increased borrowings under the line of credit and increased interest rates on the line of credit and S-A Term Loan. These expenses in the first six months of 2000 consisted entirely of interest expense. These expenses in the first six months of 1999 consisted of interest expense in the amount of $900,000 offset by $6,000 of interest income. Income Taxes. The provision for income taxes for the first six months of 2000 increased to $1,838,000 from $495,000 for the first six months of 1999 as a result of an increase in taxable income. 7 Liquidity and Capital Resources The Company's net cash provided by operating activities for the six-month period ended June 30, 2000 was $3,706,000, compared to cash provided by operating activities for the six-month period ended June 30, 1999, which was $5,133,000. Cash flows from operating activities have been positive, due primarily to net earnings of $3,333,000. Cash used in investing activities was $177,000, which was attributable to capital expenditures for new equipment. The Company anticipates additional capital expenditures during calendar year 2000 aggregating approximately $100,000, which will be used for the purchase of automated assembly and test equipment. Cash used in financing activities was $2,103,000 for the first six months of 2000 primarily comprised of $2,200,000 of repayments of long term debt, offset by $266,000 of proceeds from the exercise of stock options. On November 12, 1999, the Company entered into a new revolving line of credit with its bank, replacing its former revolving line of credit ("Former Credit Line"), on which funds may be borrowed at either the bank's base rate plus a margin ranging from 0% to .625%, or LIBOR, plus a margin ranging from 1.50% to 2.625%, in each case depending upon the calculation of certain financial covenants (9.44% at June 30, 2000). The Company was unable to meet certain financial covenants with its bank at December 31, 1999, compliance with which was waived by the bank as of such date. Coincident with obtaining the waiver by the bank, the bank agreed to extend the line of credit until September 30, 2000 and to waive compliance by the Company with certain financial covenants as of March 31, 2000, subject to the Company meeting certain alternative financial covenants as of such date, and the Company agreed to periodic reductions in the line of credit commencing in June, 2000, until the line of credit has been reduced from $7.5 million to $5.5 million as of August 1, 2000. As of June 30, 2000, the line of credit had been reduced to $5,750,000 and the Company had $3,003,000 outstanding under the line of credit as of such date. Borrowings under the line of credit are limited to certain percentages of eligible accounts receivable and inventory as defined in the credit agreement. The line of credit is collateralized by a security interest in all of the Company's assets. The agreement also contains restrictions that require the Company to maintain certain financial ratios as well as restrictions on the payment of dividends. At June 30, 2000, the Company was unable to meet certain financial covenants, compliance with which was waived by the bank as of such date. Coincident with obtaining the waiver by the bank, the bank agreed to extend the line of credit until February 15, 2001. As of November 12, 1999, the Company's acquisition loan commitment under its Former Credit Line was converted to a term loan with its bank (the "S-A Term Loan"). The S-A Term Loan bears interest at either the bank's base rate plus a margin ranging from 0% to .875%, or LIBOR plus a margin ranging from 1.75% to 2.875%, in each case depending upon the calculation of certain financial covenants (9.74% at June 30, 2000). At June 30, 2000, there was $14,833,000 outstanding under the S-A Term Loan. The principal balance of the S-A Term Loan is being amortized in monthly installments of $316,667 with a final balloon payment of all remaining unpaid principal and accrued interest due on June 30, 2002. On February 3, 1999, the Company entered into an interest rate swap agreement with a notional amount of $10,000,000. The swap agreement has a maturity date of June 3, 2002 and requires the Company to make fixed rate interest payments on the notional amount of 8.01% per annum in exchange for floating rate payments equal to LIBOR plus 2.55%. The Company is exposed to credit risk in the unlikely event of the nonperformance by the counterparties. Interest to be paid or received is accrued over the life of the agreement at the net effective interest rate for the swap and corresponding debt instrument. The Company currently anticipates that the cash generated from operations, existing cash balances and amounts available under its existing or a replacement line of credit, will be sufficient to satisfy its foreseeable working capital needs. New Accounting Pronouncements In June 1998, SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," was issued. SFAS 133 standardizes accounting and reporting for derivative instruments and for hedging activities. This statement was amended by SFAS 137, which delays the effective date until 2001. The Company will be reviewing this pronouncement to determine its applicability to the Company, if any. 8 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The market risk inherent in the Company's financial instruments and positions represents the potential loss arising from adverse changes in interest rates. At June 30, 2000 and 1999 the principal amount of the Company's aggregate outstanding variable rate indebtedness was $17,886,000 and $22,015,000, respectively. Without giving effect to the swap agreement described below, a hypothetical 10% adverse change in interest rates would have had an annualized unfavorable impact of approximately $173,000 each year, on the Company's earnings and cash flows based upon these quarter-end debt levels. To ameliorate these risks, in February, 1999, the Company entered into an interest rate Swap Agreement with a notional amount of $10,000,000. The specific terms of the Swap Agreement are more fully discussed above in Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. 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 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 4, 2000. The Company solicited proxies in connection with the Meeting. At the record date of the Meeting (March 21, 2000), there were 7,583,157 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., James H. Williams and Gary P. Scharmett. The number of votes cast for and withheld from each director are as follows: DIRECTORS FOR WITHHELD --------- --- -------- Robert J. Palle, Jr. 7,194,084 270,130 Gary P. Scharmett 7,194,084 270,130 James H. Williams 7,194,084 270,130 James A. Luksch, Robert E. Heaton, John E. Dwight , Robert B. Mayer and James F. Williams, 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 750,000 to 900,000, was approved by the following vote of Common Stock: FOR AGAINST ABSTAIN --- ------- ------- 7,106,287 353,799 4,138 9 3. Ratification of Auditors. The appointment of BDO Seidman, LLP as the Company's independent auditors for the year ending December 31, 2000 was ratified by the following vote of Common Stock: FOR AGAINST ABSTAIN --- ------- ------- 7,453,093 2,890 8,231 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) No reports on Form 8-K were filed in the quarter ended June 30, 2000. 10 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, 2000 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) 11 EXHIBIT INDEX

Exhibit # Description Location --------- ----------- -------- 3.1 Restated Certificate of Incorporation of Blonder Incorporated by reference from Exhibit 3.1 Tongue Laboratories, Inc. to S-1 Registration Statement No.33-98070 originally filed October 12, 1995, as amended. 3.2 Restated Bylaws of Blonder Tongue Laboratories, Incorporated by reference from Exhibit 3.2 Inc. to S-1 Registration Statement No.33-98070 originally filed October 12, 1995, as amended. 10.1 Second Amendment to Consulting and Non-Competition Filed herewith. Agreement between the Company and James H. Williams, dated as of June 30, 2000. 27 Financial Data Schedule Electronic Filing only.

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