-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P5z7Kihdk6J1BWr+I7j6wKrtK+sQHnSMrIdMlH9AusTlVDQb+cDYmeJJbRYGtFud n6GfaO8wxCVLxzkFw0TgQw== 0001307942-07-000124.txt : 20070810 0001307942-07-000124.hdr.sgml : 20070810 20070810164313 ACCESSION NUMBER: 0001307942-07-000124 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070810 DATE AS OF CHANGE: 20070810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLONDER TONGUE LABORATORIES INC CENTRAL INDEX KEY: 0001000683 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521611421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14120 FILM NUMBER: 071045869 BUSINESS ADDRESS: STREET 1: ONE JAKE BROWN RD STREET 2: PO BOX 1000 CITY: OLD BRIDGE STATE: NJ ZIP: 08857 BUSINESS PHONE: 9086794000 MAIL ADDRESS: STREET 1: ONE JAKE BROWN ROAD CITY: OLD BRIDGE STATE: NJ ZIP: 08857 10-Q 1 blonder10q2080907.htm




                       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, 2007,

                                       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 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    

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer     Accelerated filer      Non-accelerated filer X

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes       No   X  

Number of shares of common stock, par value $.001,  outstanding as of August 10,
2007: 6,222,252


                      The Exhibit Index appears on page 20.





                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                               (unaudited)
                                                June 30,      December 31,
                                             --------------------------------
                                                     2007           2006
      Assets (Note 4)
Current assets:
  Cash......................................          $58           $ 84
  Accounts receivable, net of allowance
    for doubtful
  accounts of $824 and $652 respectively ...        3,369          3,874
  Inventories (Note 3)......................        9,174          9,708
  Prepaid and other current assets..........        1,004            708
  Deferred income taxes ....................          568            568
                                              --------------- --------------
      Total current assets..................       14,173         14,942
Inventories, net non-current (Note 3).......        5,052          5,052
Property, plant and equipment, net
  of accumulated depreciation
   and amortization ........................        4,375          4,537
Patents, net ...............................           91            107
Other assets, net ..........................          547            796
Deferred income taxes ......................        1,788          1,788
                                              --------------- --------------
                                                  $26,026        $27,222
                                              =============== ==============
    Liabilities and Stockholders' Equity
Current liabilities:
  Current portion of long-term
  debt (Note 4).............................       $2,856         $2,469
  Accounts payable..........................        1,404          1,397
  Accrued compensation......................          838            742
  Accrued benefit liability.................          103            103
  Income taxes payable......................           49            461
  Other accrued expenses....................          241            259
                                              --------------- --------------
      Total current liabilities.............        5,491          5,431
                                              --------------- --------------

Long-term debt (Note 4).....................        1,437          1,559
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,
  8,465 shares Issued.......................            8              8
  Paid-in capital...........................       24,642         24,454
  Retained earnings.........................        2,585          3,907
  Accumulated other
  comprehensive loss........................         (826)          (826)
  Treasury stock, at cost,
  2,242 shares,.............................       (7,311)        (7,311)
                                              --------------- --------------
    Total stockholders' equity..............       19,098         20,232
                                              --------------- --------------
                                                  $26,026        $27,222
                                              =============== ==============

           See accompanying notes to consolidated financial statements



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (unaudited)

                               Three Months Ended       Six Months Ended
                                      June 30,              June 30,
                               ----------------------  -------------------------
                                  2007      2006          2007       2006
                               ---------  ---------    ---------   ---------
Net sales......................$8,091      $9,522      $15,590     $19,479
Cost of goods sold............. 5,712       6,510       10,716      13,169
                               ---------  ---------    ---------   ---------
   Gross profit ............... 2,379       3,012        4,874       6,310
                               ---------  ---------    ---------   ---------
Operating expenses:
   Selling..................... 1,303       1,241        2,610       2,353
   General and administrative.. 1,340       1,460        2,792       2,692
   Research and development....   440         409          900         801
                               ---------  ---------    ---------   ---------
                                3,083       3,110        6,302       5,846
                               ---------  ---------    ---------   ---------

Earnings (loss) from operations  (704)        (98)      (1,428)        464
                               ---------  ---------    ---------   ---------
Other Expense:
   Interest expense (net)......  (118)       (192)        (236)       (372)
   Equity in loss of Blonder
     Tongue Telephone, LLC.....     -         (42)           -        (107)

                               ---------  ---------    ---------   ---------
                                 (118)       (234)        (236)       (479)
                               ---------  ---------    ---------   ---------
Loss from continuing
operations before income taxes.  (822)       (332)      (1,664)        (15)
Provision (benefit) for income
  taxes........................     -           -            -           -
                               ---------  ---------    ---------   ---------
Loss from continuing operations  (822)       (332)      (1,664)        (15)
                               ---------  ---------    ---------   ---------
Discontinued operations:
   Loss from discontinued
    operations (net of tax)....     -         (72)           -        (197)
   Loss on disposal of
    subsidiary.................   (59)          -          (59)          -
                               ---------  ---------    ---------   ---------
Net loss....................... $(881)      $(404)     $(1,723)      $(212)
                               =========  =========    =========   =========
Basic and diluted loss per
 share from continuing
  operations...................$(0.13)     $(0.04)      $(0.27)     $(0.02)

Basic and diluted loss per
share from discontinued
operations.....................     -      $(0.01)           -      $(0.01)
Basic and diluted loss per
 share on disposal.............$(0.01)          -       $(0.01)          -
                               ---------  ---------    ---------   ---------
Basic and diluted net loss per
 share.........................$(0.14)     $(0.05)      $(0.28)     $(0.03)
                               =========  =========    =========   =========
Basic and diluted weighted
 average shares
 outstanding................... 6,222       8,010        6,222       8,013
                               =========  =========    =========   =========










                 See acces to consolidated financial statements.

               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)





                                                     Six Months Ended June 30,
                                                 -------------------------------
                                                        2007            2006
                                                 ---------------   -------------
 Cash Flows From Operating Activities:
   Net  loss..................................      $(1,723)         $(212)
   Adjustments to reconcile net  loss to cash
     provided by (used in) operating
     activities:
     Stock compensation expense...............          188             84
     Equity in loss from Blonder Tongue
     Telephone, LLC...........................            -            107
     Depreciation.............................          242            489
     Amortization ............................           16            319
     Allowance for doubtful accounts..........          172            180
     Provision for inventory reserves.........          558              -
  Changes in operating assets and liabilities:
     Accounts receivable......................          333         (2,293)
     Inventories..............................          (24)         1,812
     Prepaid and other current assets.........         (296)            54
     Other assets.............................          249           (124)
     Income taxes.............................          (11)           (19)
     Accounts payable, accrued compensation
     and other accrued expenses...............           85           (100)
                                                 ---------------   -------------
       Net cash provided by (used in)
       operating activities...................         (211)           297
                                                  --------------   -------------
Cash Flows From Investing Activities:
     Capital expenditures.....................          (80)          (270)
     Acquisition of rights-of-entry...........            -            (51)
                                                 ---------------   -------------
       Net cash used in investing activities..          (80)          (321)
                                                 ---------------   -------------
 Cash Flows From Financing Activities:
     Borrowings of debt.......................       16,395         17,031
     Repayments of debt.......................      (16,130)       (17,471)
                                                 ---------------   -------------
       Net cash provided by (used in) financing
       activities.............................          265           (440)
                                                 ---------------   -------------
       Net decrease in cash...................          (26)          (464)
                                                 ---------------   -------------
 Cash, beginning of period....................           84            787
                                                 ---------------   -------------
 Cash, end of period..........................          $58           $323
                                                 ===============   =============
Supplemental Cash Flow Information:
    Cash paid for interest....................         $246           $323
    Cash paid for income taxes................          $11            $19




          See accompanying notes to consolidated financial statements.



                                       4


               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (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  industry,  primarily  throughout the United States. The consolidated
financial statements include the accounts of Blonder Tongue  Laboratories,  Inc.
and subsidiaries  (including BDR Broadband,  LLC, "BDR").  On December 15, 2006,
BDR  was  sold.  As a  result,  the  Company  reflected  the  sale  of  BDR as a
discontinued operation.  Significant intercompany accounts and transactions have
been eliminated in consolidation.

     The  Company's  investment  in Blonder  Tongue  Telephone,  LLC ("BTT") and
NetLinc Communications,  LLC ("NetLinc") were accounted for on the equity method
since the Company did not have  control over these  entities.  On June 30, 2006,
the Company sold its ownership interest in BTT. See Note 5.

     The results for the second quarter of 2007 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  primarily 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, 2007.
Certain  information  and footnote  disclosures  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 for the year ended December 31, 2006.

Note 2 - New Accounting Pronouncement

     Effective  January  1,  2007,  the  Company  adopted  Financial  Accounting
Standards Board ("FASB")  Interpretation  Number 48, "Accounting for Uncertainty
in Income Taxes, an  interpretation  of FASB Statement No. 109," ("FIN No. 48"),
which  prescribes  a  single,  comprehensive  model  for  how a  company  should
recognize,  measure,  present and disclose in its financial statements uncertain
tax positions  that the company has taken or expects to take on its tax returns.
Upon adoption of FIN No. 48, the Company  recognized a decrease of approximately
$400 in the liability for unrecognized tax benefits,  which was accounted for as
an increase to retained earnings of $400 as of January 1, 2007.

     As of  January  1,  2007,  after  the  implementation  of FIN No.  48,  the
Company's amount of unrecognized tax benefits is $55. The amount of unrecognized
tax benefits,  if recognized,  would not have a material impact on the Company's
effective  tax rate.  The Company  files income tax returns in the United States
(federal) and in various state  jurisdictions.  The Company is no longer subject
to federal and state income tax  examinations by tax authorities for years prior
to 2003.

Note 3 - Inventories

         Inventories net of reserves are summarized as follows:

                                                    (unaudited)
                                                      June 30,       Dec. 31,
                                                        2007           2006
                                                   -------------  --------------
 Raw Materials...................................      $8,300         $8,564
 Work in process.................................       1,812          1,864
 Finished Goods..................................      11,502         11,162
                                                   -------------  --------------
                                                       21,614         21,590
 Less current inventory..........................      (9,174)        (9,708)
                                                   -------------  --------------
                                                       12,440         11,882
 Less Reserve primarily for excess inventory.....      (7,388)        (6,830)
                                                   -------------  --------------
                                                       $5,052         $5,052
                                                   =============  =============

     Inventories  are stated at the lower of cost,  determined  by the first-in,
first-out ("FIFO") method, or market.


                                       5



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


     The  Company  periodically  analyzes  anticipated  product  sales  based on
historical  results,  current  backlog  and  marketing  plans.  Based  on  these
analyses,  the Company anticipates that certain products will not be sold during
the next twelve months.  Inventories  that are not anticipated to be sold in the
next twelve months, have been classified as non-current.

     Over 60% of the non-current inventories are comprised of raw materials. The
Company has  established a program to use  interchangeable  parts in its various
product  offerings and to modify  certain of its finished  goods to better match
customer demands. In addition,  the Company has instituted  additional marketing
programs to dispose of the slower moving inventories.

     The Company  continually  analyzes  its  slow-moving,  excess and  obsolete
inventories.  Based on historical  and projected  sales volumes and  anticipated
selling prices, the Company establishes  reserves.  Products that are determined
to be obsolete are written down to net realizable value. If the Company does not
meet its sales expectations,  these reserves are increased. The Company believes
reserves are adequate and inventories are reflected at net realizable value.

Note 4 - Debt

     On  December  29,  2005 the  Company  entered  into a Credit  and  Security
Agreement ("Credit Agreement") with National City Business Credit, Inc. ("NCBC")
and National City Bank (the "Bank"). The Credit Agreement initially provided for
(i) a $10,000 asset based revolving credit facility  ("Revolving Loan") and (ii)
a $3,500 term loan facility ("Term Loan"), both of which have a three year term.
The amounts which may be borrowed  under the Revolving Loan are based on certain
percentages of Eligible  Receivables and Eligible  Inventory,  as such terms are
defined in the Credit Agreement. The obligations of the Company under the Credit
Agreement are secured by substantially all of the assets of the Company.

     In March  2006,  the Credit  Agreement  was  amended to (i) modify  certain
financial  covenants as defined  under the Credit  Agreement,  (ii) increase the
applicable  interest rates for the Revolving Loan and Term Loan thereunder by 25
basis points until such time as the Company has met certain financial  covenants
for two consecutive  fiscal  quarters and (iii) impose an availability  block of
$500 under the Company's  borrowing  base until such time as the Company has met
certain financial covenants for two consecutive fiscal quarters. The increase in
interest rates and availability block were released as of November 14, 2006.

     On December 15, 2006, the Company and BDR, as Borrowers, and Blonder Tongue
Investment  Company,  a  wholly-owned  subsidiary of the Company,  as Guarantor,
entered  into  a  Second  Amendment  to  Credit  and  Security   Agreement  (the
"Amendment")  with NCBC and the Bank. The Amendment  removed BDR as a "Borrower"
under the Credit  Agreement  as amended and  included  other  modifications  and
amendments to the Credit Agreement and related ancillary agreements necessitated
by the removal of BDR as a Borrower.  These other  modifications  and amendments
included a reduction of  approximately  $1,400 to the maximum amount of advances
that NCBC will make to the Company under the Revolving  Loan, due to the release
from collateral of the rights of entry owned by BDR.

     At March 31,  2007,  and June 30,  2007,  the Company was in violation of a
certain  financial  covenant,  compliance  with  which  was  waived  by the Bank
effective as of each such date.

     On August 8,  2007,  the  Credit  Agreement  was  amended to (i) reduce the
maximum  revolving  advance  amount by $2,500 to $7,500;  (ii)  increase  by one
percent (1.0%),  the applicable  interest rate margin for the Revolving Loan and
Term Loan thereunder  priced against the lender's  "prime" or "base" rate; (iii)
eliminate the Company's option to pay interest on its loans based upon the LIBOR
rate plus an  applicable  margin;  (iv) add a covenant  requiring the Company to
meet certain levels of EBITDA for the calendar months of July through  September
2007; and (v) add a covenant  requiring the Company to maintain  certain minimum
levels of undrawn availability under the Revolving Loan.




                                       6



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


     Under the Credit Agreement,  as amended,  the Revolving Loan bears interest
at a rate per annum equal to the "Alternate  Base Rate," being the higher of (i)
the prime  lending  rate  announced  from time to time by the Bank plus 1.00% or
(ii) the Federal Funds Effective Rate (as defined in the Credit Agreement), plus
0.50%.  The Term Loan bears  interest at a rate per annum equal to the Alternate
Base Rate plus 0.50%. In connection with the Term Loan, the Company entered into
an interest rate swap agreement ("Swap Agreement") with the Bank which exchanges
the variable  interest rate of the Term Loan for a fixed  interest rate of 5.13%
per annum effective January 10, 2006 through the maturity of the Term Loan.

     The  Revolving  Loan  terminates  on December 28,  2008,  at which time all
outstanding  borrowings under the Revolving Loan are due. The Term Loan requires
equal monthly principal payments of $19 each, plus interest,  with the remaining
balance  due at  maturity.  Both loans are  subject to a  prepayment  penalty if
satisfied in full prior to the second  anniversary  of the effective date of the
loans.

     The Credit Agreement contains customary  representations  and warranties as
well  as  affirmative  and  negative  covenants,   including  certain  financial
covenants. The Credit Agreement contains customary events of default, including,
among others, non-payment of principal, interest or other amounts when due.


Note 5 - Discontinued  Operations and Sale of BTT  (Subscribers  and passings in
whole numbers)

     In June 2002 the Company acquired its initial 90% ownership interest in BDR
Broadband,  LLC and in October 2006 acquired the 10% minority  interest that had
been owned by Priority Systems, LLC for nominal consideration. In June 2002, BDR
acquired certain rights-of-entry for multiple dwelling unit cable television and
high-speed data systems (the "Systems"). As a result of BDR acquiring additional
rights-of-entry,  at the time of divesture in December  2006,  BDR owned Systems
for  approximately  25  MDU  properties  in the  State  of  Texas,  representing
approximately  3,300 MDU cable  television  subscribers and 8,400 passings.  The
Systems were upgraded with  approximately $81 and $799 of interdiction and other
products of the Company  during 2006 and 2005,  respectively.  During 2004,  two
Systems located outside of Texas were sold.

     On  December  15,  2006,  the Company and BDR,  entered  into a  Membership
Interest Purchase Agreement ("Purchase Agreement") with DirecPath Holdings, LLC,
a  Delaware  limited  liability  company  ("DirecPath"),  pursuant  to which the
Company sold all of the issued and  outstanding  membership  interests of BDR to
DirecPath.

     Pursuant to the Purchase Agreement, DirecPath paid the Company an aggregate
purchase price of $3,130 in cash, subject to certain  post-closing  adjustments,
including  an  adjustment  for cash,  an  adjustment  for  working  capital  and
adjustments  related to the number of subscribers for certain types of services,
all as of the closing date and as set forth in the Purchase Agreement. A portion
of the purchase price,  $490 (which is included as part of the prepaid and other
current  assets),  was deposited  into an escrow  account  pursuant to an Escrow
Agreement  dated December 15, 2006,  among the Company,  DirecPath and U.S. Bank
National Association,  to secure the Company's indemnification obligations under
the Purchase Agreement.

     On March 15, 2007,  the Company  received from  DirecPath a Final  Purchase
Price Certificate (the  "Certificate") as defined under the Purchase  Agreement.
The  Certificate   asserted  various  purchase  price  adjustments   aggregating
approximately  $970 as being due to DirecPath.  The Company evaluated the claims
outlined in the  Certificate  and filed a Disputed  Items Notice (the  "Notice")
dated May 11,  2007,  within the sixty day  period  allowed  under the  Purchase
Agreement.   The  Notice  asserted  that   adjustments  to  the  purchase  price
aggregating $3 are due to the Company. In connection therewith,  the Company and
DirecPath agreed to settle the claims whereby the Company paid $58, of which $25
was disbursed from the escrow account.

     In addition, in connection with the purchase  transaction,  on December 15,
2006, the Company  entered into a Purchase and Supply  Agreement with DirecPath,
LLC, a wholly-owned  subsidiary of DirecPath ("DPLLC"),  pursuant to which DPLLC
will  purchase  $1,630  of  products  from  the  Company,   subject  to  certain
adjustments,  over a period of three (3) years  beginning no later than June 13,
2007.  The period in which DPLLC is required to satisfy the purchase  commitment




                                       7



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


may be extended upon the occurrence of certain events,  including if the Company
is unable to deliver the  products  required by DPLLC.  The  Purchase  Agreement
includes customary  representations  and warranties and post-closing  covenants,
including indemnification obligations, subject to certain limitations, on behalf
of the parties with respect to their representations,  warranties and agreements
made  pursuant  to the  Purchase  Agreement.  In  addition,  except for  certain
activities by Hybrid  Networks,  LLC, a wholly-owned  subsidiary of the Company,
the Company agreed, for a period of two (2) years, not to engage in any business
that competes with BDR.

     In connection with the Purchase Agreement,  the Company also entered into a
Transition Services Agreement with DirecPath, pursuant to which the Company will
provide  certain  administrative  and  other  services  to  DirecPath  during  a
ninety-day transition period, which was extended and completed in April, 2007.

     As a result of the above,  the  Company  reflected  the sale of BDR and the
results of its operations for the three and six months ended June 30, 2006, as a
discontinued operation.  Components of the loss from discontinued operations are
as follows:


                                                 Three          Six
                                                months       months
                                                 ended        ended
                                               June 30,     June 30,
                                                 2006         2006
                                              ------------ ------------
Net Sales.....................................     $490         $920
Cost of goods sold............................      155          313
                                              ------------ ------------
         Gross profit.........................      335          607
                                              ------------ ------------

General and administrative....................      407          804
                                              ------------ ------------

Net loss......................................     $(72)       $(197)
                                              ============ ============


     During 2003,  the Company  entered into a series of agreements  pursuant to
which the  Company  ultimately  acquired a 50%  economic  ownership  interest in
NetLinc  Communications,  LLC  ("NetLinc")  and Blonder  Tongue  Telephone,  LLC
("BTT") (to which the Company had licensed  its name).  The  aggregate  purchase
price  consisted of (i) the cash portion of $1,167,  plus (ii) 500 shares of the
Company's  common  stock.  BTT had an  obligation  to  redeem  the  $1,167  cash
component of the purchase price to the Company via preferential distributions of
cash  flow  under  BTT's  limited  liability  company  operating  agreement.  In
addition,  of the 500  shares of  common  stock  issued  to BTT as the  non-cash
component of the purchase  price (fair valued at $1,030),  one-half (250 shares)
were pledged to the Company as collateral.


     NetLinc  owns  patents,  proprietary  technology  and  know-how for certain
telephony  products that allow Competitive Local Exchange Carriers  ("CLECs") to
competitively  provide voice service to multiple  dwelling units  ("MDUs").  BTT
partnered with CLECs to offer primary voice service to MDUs, receiving a portion
of the line  charges due from the CLECs'  telephone  customers,  and the Company
offered for sale a line of telephony  equipment to complement the voice service.
Certain distributorship  agreements were entered into among NetLinc, BTT and the
Company pursuant to which the Company acquired the right to distribute NetLinc's
telephony  products in certain  markets.  The  Company  also  purchased  similar
telephony  products  from third  party  suppliers  other than  NetLinc  and,  in
connection  with  the  sales  of such  third-party  products,  incurred  royalty
obligations  to NetLinc  and BTT.  While the  distributorship  agreements  among
NetLinc,  BTT and the Company  have not been  terminated,  the Company  does not
presently  anticipate  purchasing  products  from  NetLinc.   NetLinc,  however,
continues to own  intellectual  property,  which could be further  developed and
used in the  future  to  manufacture  and  sell  telephony  products  under  the




                                       8



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


distributorship agreements,  although the Company has no present intention to do
so. The Company accounts for its investments in NetLinc and BTT using the equity
method.


     On June 30, 2006, the Company  entered into a Share Exchange and Settlement
Agreement  ("Share Exchange  Agreement") with BTT and certain related parties of
BTT.  Pursuant  to the Share  Exchange  Agreement,  in  exchange  for all of the
membership  shares  of  BTT  owned  by  the  Company  (the  "BTT  Shares"),  BTT
transferred  back to the Company the 500 shares of the  Company's  common  stock
that were  previously  contributed  by the  Company  to the  capital of BTT (the
"Company Common Stock").  Under the terms of the Share Exchange  Agreement,  the
parties also agreed to the following:

     o    the Company granted BTT a  non-transferable  equipment purchase credit
          in the aggregate  amount of $400  (subject to certain  off-sets as set
          forth in the Share Exchange  Agreement);  two-thirds (2/3rds) of which
          ($270) had to be used solely for the purchase of  telephony  equipment
          and the remaining  one-third (1/3rd) of which ($130) could be used for
          either video/data equipment or telephony equipment;

     o    the equipment credit would have expired  automatically on December 31,
          2006, but it was exercised in full by September 30, 2006;

     o    certain non-material agreements were terminated, including the Amended
          and Restated  Operating  Agreement  of BTT among the Company,  BTT and
          remaining  member  of BTT,  the  Joint  Venture  Agreement  among  the
          Company,  BTT,  and certain  related  parties,  the Royalty  Agreement
          between the Company and BTT,  and the Stock Pledge  Agreement  between
          the Company and BTT, each dated September 11, 2003 (collectively,  the
          "Prior Agreements");

     o    BTT agreed,  within ninety (90) days, to change its corporate name and
          cease  using any  intellectual  property  of the  Company,  including,
          without limitation, the names "Blonder", "Blonder Tongue" or "BT"; and

     o    the mutual  release among the parties of all claims related to (i) the
          ownership, purchase, sale or transfer of the BTT Shares or the Company
          Common Stock,  (ii) the Joint Venture (as defined in the Joint Venture
          Agreement) and (iii) the Prior Agreements.


Note 6 - Related Party Transactions

     On  January  1,  1995,   the  Company   entered  into  a   consulting   and
non-competition  agreement  with James H.  Williams  who was a  director  of the
Company  until  May 24,  2006  and who was also the  largest  stockholder  until
November  14,  2006.  Under the  agreement,  Mr.  Williams  provides  consulting
services on various operational and financial issues and is currently paid at an
annual  rate of $169 but in no event is such  annual  rate  permitted  to exceed
$200. Mr. Williams also agreed to keep all Company information  confidential and
not to compete  directly  or  indirectly  with the  Company  for the term of the
agreement  and for a period of two years  thereafter.  The initial  term of this
agreement expired on December 31, 2004 and  automatically  renews thereafter for
successive one-year terms (subject to termination at the end of the initial term
or any renewal term on at least 90 days' notice).  This agreement  automatically
renewed for a one-year  extension until December 31, 2007. On November 14, 2006,
the Company  repurchased 1,293 shares of its common stock from Mr. Williams in a
private  off-market  block  transaction  for $0.75 per share,  for an  aggregate
purchase price of $970.

     As of June 30, 2007 the Chief Executive Officer was indebted to the Company
in the amount of $159, for which no interest has been charged. This indebtedness
arose  from a series of cash  advances,  the  latest of which  was  advanced  in
February  2002 and is included in other assets at June 30, 2007 and December 31,
2006.

     As described in Note 5, the Company  entered into a series of agreements in
2003 pursuant to which it acquired a 50% economic  ownership interest in NetLinc
and BTT. As the non-cash component of the purchase price, the Company issued 500
shares  of its  common  stock to BTT,  resulting  in BTT  becoming  the owner of
greater  than 5% of the  outstanding  common  stock of the  Company.  As further
described  in Note 5, on June  30,  2006 the  Company  entered  into  the  Share
Exchange Agreement with BTT and certain related parties pursuant to which, among



                                       9



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


other  things,  the Company  received  back these 500 shares in exchange for the
Company's  membership  interest  in BTT and  the  grant  to BTT of an  equipment
purchase  credit of $400,  which was  exercised  in 2006.  The  Company  remains
obligated  to pay  royalties  to  NetLinc  upon  the sale of  certain  telephony
products,  although  material  future sales of such  telephony  products are not
anticipated.





                                       10





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.  The Company  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, 2006 (See Item 1 - Business;  Item
1A - Risk  Factors;  Item  3 -  Legal  Proceedings  and  Item  7 -  Management's
Discussion and Analysis of Financial Condition and Results of Operations).

General

     The Company was incorporated in November,  1988, under the laws of Delaware
as  GPS  Acquisition  Corp.  for  the  purpose  of  acquiring  the  business  of
Blonder-Tongue Laboratories, Inc., a New Jersey corporation which was founded in
1950 by Ben H. Tongue and Isaac S. Blonder to design,  manufacture  and supply a
line of  electronics  and systems  equipment  principally  for the Private Cable
industry.  Following the  acquisition,  the Company  changed its name to Blonder
Tongue  Laboratories,  Inc. The Company completed the initial public offering of
its shares of Common Stock in December, 1995.

     The Company is  principally  a  designer,  manufacturer  and  supplier of a
comprehensive line of electronics and systems equipment, primarily for the cable
television industry (both franchise and private cable). Over the past few years,
the Company has also  introduced  equipment  and  innovative  solutions  for the
high-speed  transmission  of data and the  provision  of  telephony  services in
multiple dwelling unit applications. The Company's products are used to acquire,
distribute  and  protect the broad range of  communications  signals  carried on
fiber optic,  twisted  pair,  coaxial cable and wireless  distribution  systems.
These  products  are sold to  customers  providing  an  array of  communications
services,  including  television,  high-speed data (Internet) and telephony,  to
single family dwellings,  multiple dwelling units ("MDUs"), the lodging industry
and institutions such as hospitals,  prisons, schools and marinas. The Company's
principal  customers  are cable system  operators  (both  franchise  and private
cable),  as  well as  contractors  that  design,  package,  install  and in most
instances  operate,  upgrade  and  maintain  the systems  they build,  including
institutional and lodging/hospitality operators.

     A key  component of the  Company's  strategy is to leverage its  reputation
across a broad product line, offering one-stop shop convenience to private cable
and franchise  cable system  operators  and  delivering  products  having a high
performance-to-cost  ratio.  The Company  continues  to expand its core  product
lines (headend and distribution),  to maintain its ability to provide all of the
electronic  equipment  necessary  to build small  cable  systems and much of the
equipment needed in larger systems for the most efficient  operation and highest
profitability  in high density  applications.  The Company has also divested its
interests in certain non-core businesses as part of its strategy to focus on the
efficient operation of its core businesses.

     Over the past several years,  the Company expanded beyond its core business
by acquiring a private cable  television  system (BDR  Broadband,  LLC).  During
2003,  the Company  also  acquired  an interest in a company  offering a private
telephone  program for  multiple  dwelling  unit  applications  (Blonder  Tongue
Telephone, LLC). However, as part of its strategy to focus on its core business,
the Company sold its interests in these  businesses  during 2006. The results of
operations  from BDR  Broadband,  LLC, as well as the gain due to its sale,  are
reflected as discontinued operations in the consolidated statement of operations
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2006 and this Quarterly Report on Form 10-Q. These  acquisitions and related
dispositions  are  described  in more  detail  below,  along with  other  recent
transactions affecting the Company in recent years.



                                       11




     On  December  15,  2006,  the  Company  completed  the  divestiture  of its
wholly-owned subsidiary,  BDR Broadband, LLC ("BDR"), through the sale of all of
the issued and  outstanding  membership  interests of BDR to DirecPath,  a joint
venture  between Hicks  Holdings LLC and The DIRECTV  Group,  Inc. The aggregate
sale price was  approximately  $3.1 million resulting in a gain of approximately
$938,000  on  the  sale,  subject  to  certain  post-closing  adjustments.  This
divestiture  is  expected  to  result in  annualized  savings  of  approximately
$525,000  per year.  The  transaction  included a long-term  equipment  purchase
commitment  from  DirecPath,  pursuant to which a subsidiary  of DirecPath  will
purchase   $1,630,000  of  products   from  the  Company,   subject  to  certain
adjustments,  over a period of three (3) years  beginning no later than June 13,
2007. It is also  anticipated  that Blonder  Tongue will provide  DirecPath with
certain systems engineering and technical services.

     Under the terms of the Purchase Agreement between DirecPath and the Company
pursuant to which DirecPath acquired all of the Company's  membership  interests
in BDR,  DirecPath paid the Company an aggregate purchase price of $3,130,000 in
cash, subject to certain post-closing  adjustments,  including an adjustment for
cash, an adjustment for working capital and adjustments related to the number of
subscribers for certain type of services,  all as of the closing date and as set
forth in the  Purchase  Agreement.  A portion of the purchase  price  ($490,000,
which is included as part of the prepaid and other current assets) was deposited
into an escrow account, pursuant to an Escrow Agreement dated December 15, 2006,
among the Company,  DirecPath and U.S. Bank National Association,  to secure the
Company's indemnification obligations under the Purchase Agreement.

     On March 15, 2007,  the Company  received from  DirecPath a Final  Purchase
Price Certificate (the  "Certificate") as defined under the Purchase  Agreement.
The  Certificate   asserted  various  purchase  price  adjustments   aggregating
approximately  $970,000 as being due to  DirecPath.  The Company  evaluated  the
claims  outlined  in the  Certificate  and filed a Disputed  Items  Notice  (the
"Notice")  dated May 11,  2007,  within the sixty day period  allowed  under the
Purchase  Agreement.  The Notice asserted that adjustments to the purchase price
aggregating $3,000 are due to the Company. In connection therewith,  the Company
and DirecPath  agreed to settle the claims whereby the Company paid $58,000,  of
which $25,000 was disbursed from the escrow account.

     BDR  commenced   operations  in  June  2002,   when  it  acquired   certain
rights-of-entry  for MDU cable  television  and  high-speed  data  systems  (the
"Systems") from Verizon Media Ventures, Inc. and GTE Southwest Incorporated.  At
the time of the divesture, BDR owned Systems for approximately 25 MDU properties
in the State of Texas,  representing  approximately  3,300 MDU cable  television
subscribers  and 8,400  passings.  The loss from operations of BDR was $500,000,
$544,000 and $379,000 during 2006, 2005 and 2004, respectively. The Systems were
upgraded with approximately  $81,000,  $799,000 and $331,000 of interdiction and
other products of the Company during 2006,  2005 and 2004,  respectively.  While
the Company continued to invest in and expand BDR's business, in August 2006 the
Company  determined  to seek a buyer for BDR and exit the  business of operating
Systems  in  Texas  to  allow  the  Company  to  pursue  alternative   strategic
opportunities.  In October 2006, several months prior to the divestiture of BDR,
the Company  acquired the 10% minority  interest that had been owned by Priority
Systems, LLC, for nominal consideration.

     During 2003,  the Company  entered into a series of agreements  pursuant to
which the  Company  ultimately  acquired a 50%  economic  ownership  interest in
NetLinc  Communications,  LLC  ("NetLinc")  and Blonder  Tongue  Telephone,  LLC
("BTT") (to which the Company had licensed  its name).  The  aggregate  purchase
price  consisted of (i) the cash portion of $1,166,667  plus (ii) 500,000 shares
of the Company's  common stock.  BTT had an obligation to redeem the  $1,166,667
cash  component  of  the  purchase   price  to  the  Company  via   preferential
distributions  of cash flow under  BTT's  limited  liability  company  operating
agreement.  In addition,  of the 500,000 shares of common stock issued to BTT as
the  non-cash  component  of the  purchase  price (fair  valued at  $1,030,000),
one-half (250,000 shares) were pledged to the Company as collateral.

     Through  its  ownership  interest  in BTT,  the  Company  was  involved  in
providing a  proprietary  telephone  system  suited to MDU  development  and was
entitled  to  receive  incremental  revenues  associated  with  direct  sales of
telephony  products,  however,  revenues  derived  from sales of such  telephony
products and services  were not  material.  NetLinc  owns  patents,  proprietary
technology and know-how for certain  telephony  products that allow  Competitive
Local  Exchange  Carriers  ("CLECs") to  competitively  provide voice service to
MDUs. While NetLinc's  intellectual property could be further developed and used
in the future to  manufacture  and sell telephony  products,  the Company has no
present intention to do so.


     On June 30, 2006, the Company  entered into a Share Exchange and Settlement
Agreement  ("Share Exchange  Agreement") with BTT and certain related parties of
BTT,  pursuant to which the Company  transferred to BTT its 49 membership shares
of BTT,  representing the Company's 50% ownership  interest in BTT. In exchange,
BTT transferred  back to the Company the 500,000 shares of the Company's  common
stock that were  previously  contributed  by the  Company to the capital of BTT.
Pursuant  to  the  Share  Exchange   Agreement,   the  Company   granted  BTT  a



                                       12


non-transferable  equipment  purchase credit in the aggregate amount of $400,000
(subject to certain  off-sets),  which was  exercised in full by  September  30,
2006.  The  Company's  equity  in  loss of BTT was  approximately  $107,000  and
$437,000  for the fiscal years ended  December 31, 2006 and 2005,  respectively.
The Company continues to hold its interest in NetLinc.


     As a  result  of  the  transactions  contemplated  by  the  Share  Exchange
Agreement,  while the Company  presently  intends to  continue to  independently
pursue its existing and hereafter-developed leads for the provision of telephony
services and the sale of telephony equipment,  the Company anticipates that over
the next year, sales derived from this business will not be a significant source
of revenues for the Company.

     On December 14, 2006, the Company's wholly-owned subsidiary, Blonder Tongue
Investment Company, completed the sale of selected patents, patent applications,
provisional patent  applications and related foreign patents and applications to
Moonbeam L.L.C. for net proceeds of $2,000,000. In connection with the sale, the
Company has retained a non-exclusive,  royalty free, worldwide right and license
to use these patents to continue to develop,  manufacture, use, sell, distribute
and otherwise exploit all of the Company's  products  currently  protected under
the  patents.  These  products  include  some of the  interdiction  lines in the
Addressable  Subscriber  category of  equipment,  some of which were part of the
interdiction business acquired from  Scientific-Atlanta,  Inc. ("Scientific") in
1998.

     One of the  Company's  recent  initiatives  is its  ongoing  transition  of
manufacturing  for  certain of its  products to the  People's  Republic of China
("PRC") in order to reduce the  Company's  manufacturing  costs and allow a more
aggressive  marketing program in the private cable market.  Towards this end, on
November 11, 2005, the Company and its wholly-owned  subsidiary,  Blonder Tongue
Far East,  LLC, a  Delaware  limited  liability  company,  entered  into a joint
venture  agreement ("JV  Agreement") with Master Gain  International  Industrial
Limited,  a Hong Kong  corporation  ("Master  Gain"),  intending to  manufacture
products  in the PRC.  This joint  venture  was formed to compete  with Far East
manufactured  products and to expand market coverage  outside North America.  On
June 9, 2006, the Company terminated the JV Agreement due to the joint venture's
failure to meet certain  quarterly  financial  milestones as set forth in the JV
Agreement.  The inability to meet such  financial  milestones  was caused by the
failure of Master  Gain to  contribute  the  $5,850,000  of capital to the joint
venture as  required  by the JV  Agreement  and the joint  venture's  failure to
obtain certain  governmental  approvals and licenses necessary for the operation
of the joint venture.

     Although the termination of the JV Agreement  delayed the Company's efforts
to move  production  of its  products to the Far East,  the Company  shifted its
manufacturing  initiative  in the PRC to now entail a  combination  of  contract
manufacturing  agreements and purchasing  agreements with key PRC  manufacturers
that can most fully meet the  Company's  needs.  The Company has entered  into a
manufacturing  agreement with a core contract manufacturer in the PRC that would
govern its production of the Company's high volume and complex products upon the
receipt of purchase orders from the Company.  It is anticipated  this transition
will relate to products  representing a significant portion of the Company's net
sales and will be done in phases over the next several  years.  The Company will
begin to receive  production  units of its first  transition  product during the
third quarter 2007, with additional products to follow in subsequent phases.

     On February 27, 2006 (the  "Effective  Date"),  the Company  entered into a
series  of  agreements  related  to  its  MegaPort(TM)line  of  high-speed  data
communications  products.  As a result  of these  agreements,  the  Company  has
expanded its  distribution  territory,  favorably  amended  certain  pricing and
volume  provisions  and  extended  by 10  years  the  term  of the  distribution
agreement for its  MegaPort(TM)product  line.  These agreements also require the
Company to guaranty  payment  due by  Shenzhen  Junao  Technology  Company  Ltd.
("Shenzhen")  to Octalica,  Ltd.  ("Octalica"),  in connection  with  Shenzhen's
purchase of T.M.T.-Third  Millennium  Technology  Limited ("TMT") from Octalica.
Shenzhen is an affiliate of Master Gain. In exchange for this guaranty, MegaPort
Technology, LLC ("MegaPort"), a wholly-owned subsidiary of the Company, obtained
an assignable  option (the "Option") to acquire  substantially all of the assets
and assume  certain  liabilities of TMT on  substantially  the same terms as the
acquisition  of TMT by Shenzhen from  Octalica.  The purchase price for TMT and,
therefore,  the amount and payment terms guaranteed by the Company is the sum of
$383,150 plus an earn-out. The earn-out will not exceed 4.5% of the net revenues
derived  from  the  sale of  certain  products  during  a  period  of 36  months
commencing  after the sale of  certain  specified  quantities  of TMT  inventory
following the Effective  Date. The cash portion of the purchase price is payable
(i) $22,100 on the 120th day following the Effective  Date,  (ii) $22,100 on the
last day of the  twenty-fourth  month  following the Effective  Date,  and (iii)
$338,950  commencing  upon  the  later  of (A)  the  second  anniversary  of the
Effective  Date and (B) the date after which  certain  volume sales  targets for
each of the  MegaPort(TM)products  have  been  met,  and then only as and to the
extent that revenues are derived from sales of such products.  As of the date of
the filing of this report,  none of the volume sales targets for these  MegaPort
products have been met and, accordingly, no further purchase price payments have
been made.  In February  2007,  MegaPort  sent notice to TMT and Shenzhen of its
election to exercise  the Option to acquire  substantially  all of the assets of
TMT.  Shenzhen has not responded to MegaPort's notice of exercise of the Option.
MegaPort has engaged  legal  representation  in Israel to explore its options in
connection  with  enforcement of its contractual  rights,  but no decisions with
respect thereto have been made. Upon consummation of the acquisition,  MegaPort,




                                       13




or its assignee,  will pay  Shenzhen,  in the same manner and at the same times,
cash payments equal to the purchase price payments due from Shenzhen to Octalica
and will assume certain liabilities of TMT.

Results of Operations

Second three months of 2007 compared with second three months of 2006

     Net Sales. Net sales decreased  $1,431,000,  or 15.0%, to $8,091,000 in the
second three months of 2007 from  $9,522,000 in the second three months of 2006.
The  decrease  in sales is  primarily  attributed  to a decrease  in headend and
interdiction  product sales. Headend products were $3,907,000 and $4,806,000 and
interdiction  products  were $308,000 and $650,000 in the second three months of
2007 and 2006, respectively.

     Cost of Goods Sold.  Cost of goods sold  decreased  to  $5,712,000  for the
second three months of 2007 from  $6,510,000 for the second three months of 2006
but  increased  as a percentage  of sales to 70.6% from 68.4%.  The decrease was
attributed  primarily  to a decrease in sales in the second three months of 2007
as  compared  to 2006,  offset by an increase  in the  provision  for  inventory
reserves of $558,000. Of the 2.2% increase in cost of goods sold as a percentage
of sales, 6.9%, as a percentage of sales, is attributable to the increase in the
provision for inventory  reserves  offset by a decrease in cost of goods sold as
percentage of sales of 4.7% due to a more favorable product mix.

     Selling Expenses.  Selling expenses  increased to $1,303,000 for the second
three  months of 2007 from  $1,241,000  in the second  three  months of 2006 and
increased as a percentage  of sales to 16.1% for the second three months of 2007
from  13.0% for the  second  three  months of 2006.  The  $62,000  increase  was
primarily  the result of an increase in consulting  fees of $96,000  offset by a
decrease  in  salaries  and  fringe  benefits  of $53,000  due to a decrease  in
headcount.

     General and Administrative  Expenses.  General and administrative  expenses
decreased to $1,340,000 for the second three months of 2007 from  $1,460,000 for
the second three months of 2006 but  increased as a percentage of sales to 16.6%
for the second  three  months of 2007 from 15.3% for the second  three months of
2006.  This  $120,000  decrease  is  primarily  the  result  of  a  decrease  in
amortization of $89,000 due to the sale of patents, a decrease in stock exchange
listing fees of $62,000 and a decrease in operating  expenses of Hybrid Networks
(a  wholly-owned  subsidiary of the Company) of $67,000 offset by an increase in
salaries  and fringe  benefits  of  $159,000  due to an  increase  in  executive
compensation.

     Research  and  Development  Expenses.  Research  and  development  expenses
increased to $440,000 in the second  three  months of 2007 from  $409,000 in the
second three months of 2006 and  increased as a percentage  of sales to 5.4% for
the second  three  months of 2007 from 4.3% for the second three months of 2006.
This  $31,000  increase is  primarily  the result of an increase in salaries and
fringe benefits of $40,000 due to an increase in head count.

     Operating  Loss.  Operating loss of $704,000 for the second three months of
2007  represents an increase  from the operating  loss of $98,000 for the second
three months of 2006. Operating loss as a percentage of sales increased to (8.7)
% in the second  three months of 2007 from (1.0) % in the second three months of
2006.

     Other Expense.  Interest expense  decreased to $118,000 in the second three
months of 2007 from $192,000 in the second three months of 2006. The decrease is
the result of lower average borrowing.

     Income Taxes.  The current  provision for income taxes for the second three
months of 2007 and 2006 was zero. A valuation allowance has been recorded on the
2007 and 2006  deferred  tax  assets.  As a result of the  Company's  historical
losses, there is no change in the remaining deferred tax asset in 2007 or 2006.

First six months of 2007 compared with first six months of 2006

     Net Sales. Net sales decreased $3,889,000,  or 20.0%, to $15,590,000 in the
first six months of 2007 from  $19,479,000  in the first six months of 2006. The
decrease in sales is primarily attributed to a decrease in headend, interdiction
and distribution product sales. Headend products were $7,794,000 and $9,856,000,
interdiction  products were $506,000 and  $1,272,000 and  distribution  products
were  $3,344,000  and  $3,810,000  in the  first  six  months  of 2007 and 2006,
respectively.

     Cost of Goods Sold.  Cost of goods sold  decreased to  $10,716,000  for the
first six months of 2007 from  $13,169,000  for the first six months of 2006 but
increased  as a  percentage  of sales to 68.7%  from  67.6%.  The  decrease  was
attributed  primarily  to a decrease in sales in the first six months of 2007 as
compared to 2006, offset by an increase in the provision for inventory  reserves
of  $558,000.  Of the 1.1%  increase  in cost of goods sold as a  percentage  of
sales,  3.6%, as a percentage of sales,  is  attributable to the increase in the
provision for inventory  reserves  offset by a decrease in cost of goods sold as
percentage of sales of 4.7% due to a more favorable product mix.



                                       14


     Selling  Expenses.  Selling expenses  increased to $2,610,000 for the first
six months of 2007 from $2,353,000 in the first six months of 2006 and increased
as a  percentage  of sales to 16.7% for the first six  months of 2007 from 12.1%
for the first six months of 2006. The $257,000 increase was primarily the result
of an increase in salaries and fringe  benefits of $86,000 due to an increase in
headcount and an increase of consulting fees of $121,000.

     General and Administrative  Expenses.  General and administrative  expenses
increased to $2,792,000 for the first six months of 2007 from $2,692,000 for the
first six months of 2006 and increased as a percentage of sales to 17.9% for the
first  six  months of 2007 from  13.8%  for the  first six  months of 2006.  The
$100,000 increase was primarily the result of an increase in salaries and fringe
benefits of $328,000,  due  primarily  to an increase in executive  compensation
offset by a decrease in amortization of $179,000 due to the sale of patents.

     Research  and  Development  Expenses.  Research  and  development  expenses
increased to $900,000 in the first six months of 2007 from $801,000 in the first
six months of 2006 and  increased as a percentage of sales to 5.8% for the first
six  months of 2007 from 4.1% for the  first six  months of 2006.  This  $99,000
increase is primarily the result of an increase in salaries and fringe  benefits
of $73,000 due to an increase in headcount and an increase in consulting fees of
$23,000.

     Operating  Income  (Loss).  Operating  loss of $1,428,000 for the first six
months of 2007  represents a decrease from operating  income of $464,000 for the
first six months of 2006. Operating income as a percentage of sales decreased to
(9.2) % in the  first six  months  of 2007 from 2.4% in the first six  months of
2006.

     Other  Expense.  Interest  expense  decreased  to $236,000 in the first six
months of 2007 from  $372,000 in the first six months of 2006.  The  decrease is
the result of lower average borrowing.

     Income  Taxes.  The current  provision  for income  taxes for the first six
months of 2007 and 2006 was zero. A valuation allowance has been recorded on the
2007 and 2006  deferred  tax  assets.  As a result of the  Company's  historical
losses, there is no change in the remaining deferred tax asset in 2007 or 2006.

Liquidity and Capital Resources

     As of June 30, 2007 and December 31, 2006,  the Company's  working  capital
was $8,682,000 and $9,511,000,  respectively. The decrease in working capital is
attributable  primarily  to a decrease in current  inventory  of $534,000  and a
decrease in accounts receivable of $325,000.

     The  Company's  net cash used in  operating  activities  for the  six-month
period  ended June 30,  2007 was  $211,000,  compared  to net cash  provided  by
operating activities of $297,000 for the six-month period ended June 30, 2006.

     Cash used in investing  activities for the six-month  period ended June 30,
2007 was $80,000,  which was primarily  attributable to capital expenditures for
new equipment.

     Cash provided by financing activities was $265,000 for the first six months
of 2007,  which  was  comprised  of  $16,395,000  of net  borrowings  offset  by
$16,130,000 of repayment of debt.

     On  December  29,  2005 the  Company  entered  into a Credit  and  Security
Agreement ("Credit Agreement") with National City Business Credit, Inc. ("NCBC")
and National City Bank (the "Bank"). The Credit Agreement initially provided for
(i) a $10,000,000 asset based revolving credit facility  ("Revolving  Loan") and
(ii) a $3,500,000 term loan facility  ("Term Loan"),  both of which have a three
year term.  The amounts which may be borrowed under the Revolving Loan are based
on certain percentages of Eligible  Receivables and Eligible Inventory,  as such
terms are defined in the Credit Agreement.  The obligations of the Company under
the  Credit  Agreement  are  secured by  substantially  all of the assets of the
Company.

     In March  2006,  the Credit  Agreement  was  amended to (i) modify  certain
financial  covenants as defined  under the Credit  Agreement,  (ii) increase the
applicable  interest rates for the Revolving Loan and Term Loan thereunder by 25
basis points until such time as the Company has met certain financial  covenants
for two consecutive  fiscal  quarters and (iii) impose an availability  block of
$500,000  under the Company's  borrowing base until such time as the Company has
met  certain  financial  covenants  for two  consecutive  fiscal  quarters.  The
increase in interest rates and  availability  block were released as of November
14, 2006.

     On December 15, 2006, the Company and BDR, as Borrowers, and Blonder Tongue
Investment  Company,  a  wholly-owned  subsidiary of the Company,  as Guarantor,
entered  into  a  Second  Amendment  to  Credit  and  Security   Agreement  (the
"Amendment")  with NCBC and the Bank. The Amendment  removed BDR as a "Borrower"




                                       15



under the Credit  Agreement  as amended and  included  other  modifications  and
amendments to the Credit Agreement and related ancillary agreements necessitated
by the removal of BDR as a Borrower.  These other  modifications  and amendments
included a  reduction  of  approximately  $1,400,000  to the  maximum  amount of
advances that NCBC will make to the Company under the Revolving Loan, due to the
release from collateral of the rights of entry owned by BDR.

     At March 31,  2007,  and June 30,  2007,  the Company was in violation of a
certain  financial  covenant,  compliance  with  which  was  waived  by the Bank
effective as of each such date.

     On August 8,  2007,  the  Credit  Agreement  was  amended to (i) reduce the
maximum revolving  advance amount by $2,500,000 to $7,500,000;  (ii) increase by
100 basis points, the applicable interest rate margin for the Revolving Loan and
Term Loan thereunder  priced against the lender's  "prime" or "base" rate; (iii)
eliminate the Company's option to pay interest on its loans based upon the LIBOR
rate plus an  applicable  margin;  (iv) add a covenant  requiring the Company to
meet certain levels of EBITDA for the calendar months of July through  September
2007; and (v) add a covenant  requiring the Company to maintain  certain minimum
levels of undrawn availability under the Revolving Loan.

     Under the Credit Agreement,  as amended,  the Revolving Loan bears interest
at a rate per annum equal to the "Alternate  Base Rate," being the higher of (i)
the prime  lending  rate  announced  from time to time by the Bank plus 1.00% or
(ii) the Federal Funds Effective Rate (as defined in the Credit Agreement), plus
0.50%.  The Term Loan bears  interest at a rate per annum equal to the Alternate
Base Rate plus 0.50%. In connection with the Term Loan, the Company entered into
an interest rate swap agreement ("Swap Agreement") with the Bank which exchanges
the variable  interest rate of the Term Loan for a fixed  interest rate of 5.13%
per annum effective January 10, 2006 through the maturity of the Term Loan.

     The  Revolving  Loan  terminates  on December 28,  2008,  at which time all
outstanding  borrowings under the Revolving Loan are due. The Term Loan requires
equal  monthly  principal  payments of $19,000  each,  plus  interest,  with the
remaining  balance  due at  maturity.  Both loans are  subject  to a  prepayment
penalty if satisfied in full prior to the second  anniversary  of the  effective
date of the loans.

     The Credit Agreement contains customary  representations  and warranties as
well  as  affirmative  and  negative  covenants,   including  certain  financial
covenants. The Credit Agreement contains customary events of default, including,
among others, non-payment of principal, interest or other amounts when due.

     At June 30, 2007, there was $2,602,000 and $1,650,000 outstanding under the
NCBC Revolving Loan and Term Loan, respectively.

     The Company  anticipates that the cash generated from operations,  existing
cash balances and amounts available under its credit facility with NCBC, will be
sufficient to satisfy its foreseeable working capital needs.

New Accounting Pronouncement

     Effective  January  1,  2007,  the  Company  adopted  Financial  Accounting
Standards Board ("FASB")  Interpretation  Number 48, "Accounting for Uncertainty
in Income Taxes, an  interpretation of FASB Statement No. 109," ("FIN" No. 48"),
which  prescribes  a  single,  comprehensive  model  for  how a  company  should
recognize,  measure,  present and disclose in its financial statements uncertain
tax positions  that the company has taken or expects to take on its tax returns.
Upon adoption of FIN No. 48, the Company  recognized a decrease of approximately
$400,000 in the liability for unrecognized tax benefits, which was accounted for
as an increase to retained earnings of $400,000 as of January 1, 2007.

     As of  January  1,  2007,  after  the  implementation  of FIN No.  48,  the
Company's  amount  of  unrecognized  tax  benefits  is  $55,000.  The  amount of
unrecognized  tax benefits,  if recognized,  would not have a material impact on
the Company's  effective  tax rate.  The Company files income tax returns in the
United States  (federal) and in various state  jurisdictions.  The Company is no
longer subject to federal and state income tax  examinations  by tax authorities
for years prior to 2003.

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, 2007 and 2006 the principal amount of the Company's aggregate
outstanding   variable  rate   indebtedness   was  $4,252,000  and   $6,986,000,
respectively.  A  hypothetical  100 basis point increase in interest rates would
have had an annualized  unfavorable impact of approximately $43,000 and $70,000,
respectively,  on the  Company's  earnings  and  cash  flows  based  upon  these
quarter-end debt levels. With regard to the Company's  $3,500,000 Term Loan with
NCBC,  the  Company  entered  into an  interest  rate swap  with the Bank  which



                                       16



exchanges the variable  interest rate of the Term Loan for a fixed interest rate
of 5.13% per annum.  This interest rate swap, which became effective January 10,
2006 and runs through the maturity of the three year Term Loan,  will reduce the
unfavorable impact of any increase in interest rates.

ITEM 4.  CONTROLS AND PROCEDURES

     The  Company  maintains  a system of  disclosure  controls  and  procedures
designed  to  provide  reasonable  assurance  that  information  required  to be
disclosed in the Company's reports filed or submitted pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), is recorded,  processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange  Commission.  Disclosure  controls and procedures
include,  without  limitation,  controls and procedures  designed to ensure that
such  information is accumulated and  communicated to the Company's  management,
including  its  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate,  to allow  timely  decisions  regarding  required  disclosure.  The
Company  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of management,  including the Chief  Executive  Officer and Chief
Financial  Officer,  of the design and  operation  of the  Company's  disclosure
controls  and  procedures  as of the end of the period  covered by this  report.
Based on this  evaluation,  the  Company's  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures were effective at June 30, 2007.

     During the quarter  ended June 30, 2007,  there have been no changes in the
Company's internal control over financial reporting, to the extent that elements
of internal  control over  financial  reporting are subsumed  within  disclosure
controls and procedures, that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.

                           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, results of operations, or cash flows.

Item 1A.   RISK FACTORS

     There has not been any material  change in the  disclosure  of risk factors
contained  in the  Company's  Form 10-K for the fiscal year ended  December  31,
2006.

ITEM 2.  UNREGISTERED SALES OF EQUITY 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
23, 2007. The Company solicited  proxies in connection with the Meeting.  At the
record date of the Meeting (March 30, 2007),  there were 6,222,252 shares of the
Company's 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 B. Mayer and James F.  Williams.  The number of votes cast
     for and withheld from each director are as follows:

        DIRECTORS                   FOR                          WITHHELD
        Robert B. Mayer           5,749,690                      375,014
        James F. Williams         5,750,390                      374,314

     Robert J. Palle, Jr., Gary P. Scharmett,  John E. Dwight,  Robert E. Heaton
and James A. Luksch, continued as directors after the meeting.



                                       17



          2. Amendment to the 2005 Employee Equity Incentive Plan. The amendment
     to the 2005 Employee  Equity  Incentive  Plan was ratified by the following
     vote of common stock:

        FOR                       AGAINST                    ABSTAIN
        3,011,996                 1,294,262                   18,065

          3. Ratification of Auditors.  The appointment of Marcum & Kliegman LLP
     as the Company's  independent  registered public accountants for the fiscal
     year ending  December 31, 2007 was ratified by the following vote of common
     stock:

          FOR                       AGAINST                    ABSTAIN
          6,046,716                 41,365                      36,623

ITEM 5.  OTHER INFORMATION

     On August 8, 2007,  the  Company,  NCBC and the Bank  entered  into a Third
Amendment  to Credit  and  Security  Agreement,  pursuant  to which  the  Credit
Agreement  was amended to (i) reduce the  maximum  revolving  advance  amount by
$2,500,000 to  $7,500,000;  (ii) increase by 100 basis  points,  the  applicable
interest  rate margin for the  Revolving  Loan and Term Loan  thereunder  priced
against the  lender's  "prime" or "base" rate;  (iii)  eliminate  the  Company's
option to pay interest on its loans based upon the LIBOR rate plus an applicable
margin;  (iv) add a covenant  requiring  the Company to meet  certain  levels of
EBITDA for the calendar  months of July through  September  2007;  and (v) add a
covenant  requiring the Company to maintain  certain  minimum  levels of undrawn
availability under the Revolving Loan.

     The description above is qualified in its entirety by reference to the full
text of the Third Amendment to Credit and Security Agreement included in Exhibit
10.1 to this Form 10-Q.

ITEM 6.  EXHIBITS

       Exhibits

       The exhibits are listed in the Exhibit Index appearing at page 20 herein.






                                       18









                                   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.

                                         BLONDER TONGUE LABORATORIES, INC.



         Date:  August 10, 2007          By:      /s/  James A. Luksch
                                                James A. Luksch
                                                Chief Executive Officer



                                         By:      /s/  Eric Skolnik
                                               Eric Skolnik
                                               Senior Vice President and
                                               Chief Financial Officer
                                               (Principal Financial Officer)



                                       19



                                  EXHIBIT INDEX




   Exhibit #              Description                       Location

   3.1           Restated Certificate of         Incorporated by reference from
                 Incorporation of Blonder        Exhibit 3.1 to S-1 Registration
                 Tongue Laboratories, Inc.       Statement No. 33-98070
                                                 originally filed October 12,
                                                 1995, as amended.

   3.2           Restated Bylaws of Blonder      Incorporated by reference from
                 Tongue Laboratories, Inc.       Exhibit 3.2 to S-1 Registration
                                                 Statement No. 33-98070
                                                 originally filed October 12,
                                                 1995, as amended.

   10.1          Third Amendment to Credit       Filed herewith.
                 and Security Agreement
                 dated August 8, 2007 among
                 Blonder Tongue Laboratories,
                 Inc., Blonder Tongue
                 Investment Company, National
                 City Business Credit, Inc.
                 and National City Bank.

   31.1          Certification of James A.       Filed herewith.
                 Luksch pursuant to Section
                 302 of the Sarbanes-Oxley Act
                 of 2002.

   31.2          Certification of Eric Skolnik   Filed herewith.
                 pursuant to Section 302 of
                 the Sarbanes-Oxley Act of
                 2002.

   32.1          Certification pursuant to       Filed herewith.
                 Section 906 of Sarbanes-Oxley
                 Act of 2002.




                                       20

EX-10 2 blonderex101to10q080907.htm
                                                                    Exhibit 10.1


                               THIRD AMENDMENT TO
                          CREDIT AND SECURITY AGREEMENT


     THIRD AMENDMENT TO CREDIT AND SECURITY  AGREEMENT,  executed on the 8th day
of August,  2007, to be effective on the 8th day of August, 2007 (the "Effective
Date"), by and among Blonder Tongue  Laboratories,  Inc., a Delaware corporation
(the "Borrower"),  Blonder Tongue  Investment  Company,  a Delaware  corporation
("BTIC"),  National  City  Business  Credit,  Inc.,  an  Ohio  corporation  (the
"Lender"), and National City Bank, a national banking association, as the Issuer
(the "Issuer") (this "Third Amendment").

                              W I T N E S S E T H:

     WHEREAS, pursuant to that certain Credit and Security Agreement,  effective
December 29, 2005, by and among the  Borrower,  BDR  Broadband,  LLC, a Delaware
limited liability company ("BDR"),  the Guarantors party thereto, the Lender and
the  Issuer,  as  amended  by that  certain  (i) First  Amendment  to Credit and
Security  Agreement,  effective March 30, 2006, by and among the Borrower,  BDR,
the Guarantors party thereto,  the Lender and the Issuer, (ii) Letter Agreement,
dated September 11, 2006, by and among the Borrower,  BDR, the Guarantors  party
thereto,  the Lender and the Issuer,  (iii) Letter Agreement,  dated November 8,
2006, by and among the Borrower,  BDR, the Guarantors party thereto,  the Lender
and the Issuer, (iv) Letter Agreement,  dated December 1, 2006, by and among the
Borrower,  BDR, the  Guarantors  party thereto,  the Lender and the Issuer,  (v)
Letter Agreement,  dated December 15, 2006, by and among the Borrower,  BDR, the
Guarantors  party thereto,  the Lender and the Issuer,  (vi) Second Amendment to
Credit and Security  Agreement,  effective  December 15, 2006,  by and among the
Borrower,  BDR, the  Guarantors  party  thereto,  the Lender and the Issuer (the
"Second Amendment"), and (vii) Letter Agreement, dated May 1, 2007, by and among
the  Borrower,  the  Guarantors  party  thereto,  the  Lender and the Issuer (as
amended,  the "Credit Agreement"),  the Lender, among other things,  extended to
the Borrower (a) a revolving  credit facility in the aggregate  principal amount
not to exceed Ten Million  and 00/100  Dollars  ($10,000,000.00)  and (b) a term
loan  facility in the original  principal  amount of Three  Million Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00);

     WHEREAS,  the Borrower  desires to amend  certain  provisions of the Credit
Agreement,  and the  Lender  and the  Issuer  desire to permit  such  amendments
pursuant to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises contained herein and other
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:

     1. All  capitalized  terms  used  herein  which are  defined  in the Credit
Agreement shall have the same meaning herein as in the Credit  Agreement  unless
the context clearly indicates otherwise.

     2. Section 1.1 of the Credit  Agreement  is hereby  amended by deleting the
following definitions in their entirety:

                           "Eurocurrency Reserve Percentage"










                           "Interest Period"
                           "Libor Rate"
                           "Libor Rate Loan"

     3. Section 1.1 of the Credit  Agreement  is hereby  amended by amending and
restating the following definitions as follows:

                         "Alternate  Base Rate" shall mean,  for any day, a rate
                    per annum equal to the rate of interest which is established
                    from time to time by  National  City  Bank at its  principal
                    office in Cleveland, Ohio as its "prime rate" or "base rate"
                    in effect, such rate to be adjusted  automatically,  without
                    notice,  as of the opening of business on the effective date
                    of any change in such rate (it being agreed  that:  (i) such
                    rate is not  necessarily  the lowest rate of  interest  then
                    available from National City Bank on fluctuating  rate loans
                    and (ii) such rate may be  established by National City Bank
                    by public announcement or otherwise).

                         "Business  Day" shall mean any day other than  Saturday
                    or Sunday or a legal holiday on which  commercial  banks are
                    authorized  or required by law to be closed for  business in
                    Cleveland, Ohio.

                         "Maximum  Revolving  Advance  Amount"  shall mean Seven
                    Million   Five   Hundred   Thousand   and   00/100   Dollars
                    ($7,500,000.00).

                         "Revolving  Interest  Rate" shall mean an interest rate
                    per annum equal to the sum of the  Alternate  Base Rate plus
                    one percent (1.0%).

                         "Term Loan Rate" shall mean an interest  rate per annum
                    equal to the sum of the Alternate Base Rate plus one percent
                    (1.0%).

     4.  Sections  2.2(b) - (g) of the Credit  Agreement  are hereby  deleted in
their entirety.

     5. Section 3.1 of the Credit  Agreement  is hereby  deleted in its entirety
and in its stead is inserted the following:

                                    3.1     Interest.

                         (a) Interest on Advances shall be payable in arrears on
                    the first (1st) day of each  calendar  month with respect to
                    Domestic  Rate  Loans  and on  the  last  day  of the  Term.




                                       2





                    Interest  charges shall be computed on the actual  principal
                    amount of Advances  outstanding  during the  calendar  month
                    (the  "Monthly  Advances")  at a rate per annum equal to (i)
                    with respect to Revolving  Advances,  the Revolving Interest
                    Rate,  and (ii) with respect to the Term Loan, the Term Loan
                    Rate (as applicable, the "Contract Rate").

                         (b) Whenever, subsequent to the date of this Agreement,
                    the  Alternate  Base Rate is  increased  or  decreased,  the
                    Contract  Rate for  Domestic  Rate Loans shall be  similarly
                    changed  without  notice  or demand of any kind by an amount
                    equal to the  amount of such  change in the  Alternate  Base
                    Rate  during  the time  such  change  or  changes  remain in
                    effect.  Upon  and  after  the  occurrence  of an  Event  of
                    Default,   and  during   the   continuation   thereof,   the
                    Obligations  shall bear interest at the applicable  Contract
                    Rate plus two percent (2%) per annum (the "Default Rate").

     6. Section 3.7 of the Credit  Agreement  is hereby  deleted in its entirety
and in its stead is inserted the following:

                                    3.7     Increased Costs.

                         In the event that, (a) the introduction  after the date
                    of this Agreement of any law, treaty,  rule or regulation or
                    any change therein after the date of this Agreement, (b) any
                    change   after   the   date   of  this   Agreement   in  the
                    interpretation or administration of any law, treaty, rule or
                    regulation  by  any  central  bank  or  other   governmental
                    authority or (c) the  compliance by the Lender or the Issuer
                    with any  guideline,  request or directive  from any central
                    bank or other governmental  authority (whether or not having
                    the  force of Law)  after  the date of this  Agreement  (for
                    purposes  of this  Section  3.7,  the  term  "Lender"  shall
                    include the Lender and any  corporation or bank  controlling
                    the Lender), shall:

                         (a)   subject  the  Lender  to  any  tax  of  any  kind
                    whatsoever  with  respect  to this  Agreement  or any  Other
                    Document  or change the basis of taxation of payments to the
                    Lender of  principal,  fees,  interest  or any other  amount
                    payable  hereunder or under any Other Documents  (except for
                    changes in the rate of tax on the  overall net income of the
                    Lender  by  the  jurisdiction  in  which  it  maintains  its
                    principal office);




                                       3



                         (b)  impose,  modify or hold  applicable  any  reserve,
                    special deposit,  assessment or similar  requirement against
                    assets  held  by,  or  deposits  in or for the  account  of,
                    advances  or loans  by, or other  credit  extended  by,  any
                    office  of  the  Lender,   including  (without   limitation)
                    pursuant to  Regulation  D of the Board of  Governors of the
                    Federal Reserve System; or

                         (c)  impose  on the  Lender  any other  condition  with
                    respect to this Agreement or any Other Document;

                         and the result of any of the  foregoing  is to increase
                    the cost to the Lender of making,  renewing  or  maintaining
                    its Advances hereunder by an amount that the Lender deems to
                    be material or to reduce the amount of any payment  (whether
                    of  principal,  interest or  otherwise) in respect of any of
                    the  Advances  by an  amount  that  the  Lender  deems to be
                    material, then, in any case the Borrowers shall promptly pay
                    the Lender,  upon its demand, such additional amount as will
                    compensate  the  Lender  for  such  additional  cost or such
                    reduction,  as the case may be. The Lender shall certify the
                    amount  of such  additional  cost or  reduced  amount to the
                    Borrowers,  and such certification shall be presumed correct
                    absent manifest error.

     7. Section 3.8 of the Credit  Agreement  is hereby  deleted in its entirety
and in its stead is inserted the following:

                                    3.8     [Reserved].

     8. The first  sentence  of Section  3.9 of the Credit  Agreement  is hereby
deleted in its entirety and in its stead is inserted the following:

                                   3.9      Capital Adequacy.

                         In the event that the Lender shall have determined that
                    (a) the introduction after the date of this Agreement of any
                    law, treaty,  rule or regulation or any change therein after
                    the date of this Agreement, (b) any change after the date of
                    this Agreement in the  interpretation  or  administration of
                    any law,  treaty,  rule or regulation by any central bank or
                    other  governmental  authority or (c) the  compliance by the
                    Lender  or  the  Issuer  with  any  guideline,   request  or
                    directive  from  any  central  bank  or  other  governmental
                    authority (whether or not having the force of Law) after the
                    date of this  Agreement  (for  purposes of this Section 3.9,
                    the  term   "Lender"   shall  include  the  Lender  and  any




                                       4




                    corporation or bank  controlling  the Lender),  has or would
                    have  the  effect  of  reducing  the rate of  return  on the
                    Lender's   capital  as  a  consequence  of  its  obligations
                    hereunder  to a level below that which the Lender could have
                    achieved but for such adoption, change or compliance (taking
                    into  consideration  the Lender's  policies  with respect to
                    capital  adequacy)  by an amount  deemed by the Lender to be
                    material,  then,  from time to time, the Borrowers shall pay
                    upon demand to the Lender such additional  amount or amounts
                    as will compensate the Lender for such reduction.

     9. Section 4.10 of the Credit  Agreement is hereby amended by inserting the
following sentence at the end of such Section:

                         All  such  audits,  inspections,   examinations,  field
                    examinations  and  appraisals  shall be in the discretion of
                    the Lender,  be  conducted  by an  independent  examiner and
                    shall be  performed  at the sole  cost  and  expense  of the
                    Borrowers.

     10.  Section 6.5 of the Credit  Agreement is hereby deleted in its entirety
and in its stead is inserted the following:

                           6.5      Financial Covenants.

                         (a) Maintain a Fixed Charge Coverage Ratio (for BTL and
                    its  Subsidiaries on a consolidated  basis) of not less than
                    1.10 to 1.00  calculated  as of the last  day of the  fiscal
                    quarter  ending March 31, 2007,  for the period equal to the
                    four (4) consecutive  fiscal quarters then ending, and as of
                    the  last day of each  fiscal  quarter  thereafter,  for the
                    period  equal to the four (4)  consecutive  fiscal  quarters
                    then ending.

                         (b) Not  permit  EBITDA to be less than:  (i)  negative
                    Three  Hundred  Thousand and 00/100  Dollars  (-$300,000.00)
                    calculated  as of July 31,  2007,  for the period  beginning
                    July 1, 2007,  through and  including  July 31,  2007,  (ii)
                    negative    Seventy-Five   Thousand   and   00/100   Dollars
                    (-$75,000.00)  calculated  as of August  31,  2007,  for the
                    period  beginning  August 1,  2007,  through  and  including
                    August 31, 2007, and (iii) negative Two Hundred Thousand and
                    00/100 Dollars (-$200,000.00) calculated as of September 30,
                    2007, for the period  beginning  September 1, 2007,  through
                    and including September 30, 2007.





                                       5





                         (c) Not permit Undrawn Availability to be less than Two
                    Hundred Fifty Thousand and 00/100 Dollars  ($250,000.00)  at
                    any time.

     11. The second  sentence of Section 9.2 of the Credit  Agreement  is hereby
deleted in its entirety and in its stead is inserted the following:

                         In addition,  each Borrower shall deliver to the Lender
                    on or before the first (1st) day of each Week as and for the
                    prior  Week an interim  Borrowing  Base  Certificate  (which
                    shall be calculated as of the last day of the prior Week and
                    which shall not be binding upon the Lender or restrictive of
                    the Lender's  rights under this  Agreement)  reflecting  all
                    activity (sales,  collections,  credits, etc.) impacting the
                    accounts  of the  Borrowers  for  all  Business  Days of the
                    immediately  preceding Week;  provided,  however,  that each
                    Borrower may deliver to the Lender such additional Borrowing
                    Base  Certificates  (which  shall  not be  binding  upon the
                    Lender or  restrictive  of the  Lender's  rights  under this
                    Agreement)  as  such   Borrower   deems   necessary   and/or
                    appropriate  to  evidence  Undrawn  Availability;  provided,
                    further,  that each Borrower  shall deliver to the Lender on
                    (i) the next consecutive Business Day following any Business
                    Day on which Undrawn Availability is less than Three Hundred
                    Fifty Thousand and 00/100 Dollars  ($350,000.00) and (ii) on
                    each  consecutive  Business  Day  thereafter  until  Undrawn
                    Availability  is  greater  than Five  Hundred  Thousand  and
                    00/100  Dollars  ($500,000.00)  for  three  (3)  consecutive
                    Business Days, an interim Borrowing Base Certificate  (which
                    shall  be  calculated  as of the  Business  Day  immediately
                    preceding  the  Business  Day on which  the  Borrower  is to
                    deliver such Borrowing Base  Certificate and which shall not
                    be binding  upon the lender or  restrictive  of the Lender's
                    rights under this Agreement).

     12.  Section 9.8 of the Credit  Agreement is hereby deleted in its entirety
and in its stead is inserted the following:

                                    9.8     Quarterly Financial Statements.

                         (a)  Furnish  the  Lender  within  five (5) days  after
                    submission to the SEC in accordance  with all applicable SEC
                    rules and regulations,  but in any event no later than sixty
                    (60) days after the end of each  fiscal  quarter of BTL,  an
                    unaudited  balance  sheet of BTL and its  Subsidiaries  on a
                    consolidated  basis and  unaudited  statements of operations
                    (including  income  statements and balance  sheets) and cash



                                       6


                    flow of BTL and its  Subsidiaries  on a  consolidated  basis
                    reflecting  results of operations  from the beginning of the
                    fiscal  year to the end of each  of the  first,  second  and
                    third fiscal quarters of BTL, prepared on a basis consistent
                    with  prior  practices  and  complete  and  correct  in  all
                    material respects,  subject to normal and recurring year end
                    adjustments  that  individually and in the aggregate are not
                    material to the  business of BTL and its  Subsidiaries.  The
                    reports shall be  accompanied by a certificate of BTL signed
                    by BTL's  Chief  Financial  Officer  which shall state that,
                    based on an examination  sufficient to permit him to make an
                    informed  statement,  no Default or Event of Default exists,
                    or,  if such is not the case,  specifying  such  Default  or
                    Event of Default,  its nature, when it occurred,  whether it
                    is continuing  and the steps being taken by BTL with respect
                    to such  event,  and such  certificate  shall have  appended
                    thereto  calculations  which set forth  compliance  with the
                    requirements  or  restrictions  imposed by Sections 6.5, 7.6
                    and 7.11 hereof.

                         (b) Furnish to the lender on or before August 10, 2007,
                    a  forecast  of cash flow of BTL and its  Subsidiaries  on a
                    consolidated  basis for the thirteen (13) consecutive  weeks
                    ending November 9, 2007, prepared on a basis consistent with
                    past  practices  and  complete  and correct in all  material
                    respects.

     13. The following  schedules to the Credit  Agreement are hereby deleted in
their  entirety and replaced by the  corresponding  schedules  attached  hereto:
5.2(b), 5.8(d), 5.9 and 5.14.

     14. The provisions of Sections 2 through 13 and 15 of this Third  Amendment
shall not become effective until the Lender has received the following,  each in
form and substance acceptable to the Lender:

                         (a) this Third  Amendment,  duly  executed by each Loan
                    Party, the Lender and the Issuer;

                         (b)  an  amendment/waiver  fee  in  the  amount  of Ten
                    Thousand and 00/100 Dollars ($10,000.00); and

                         (c)  payment  of  all  costs  and  expenses  including,
                    without   limitation,   reasonable   attorneys'   fees   and
                    disbursements  incurred  by the  Lender on its  behalf or on
                    behalf  of  the  Issuer  in   connection   with  this  Third
                    Amendment; and



                                       7




                         (d) such other documents as may be reasonably requested
                    by the Lender.

     15.  Pursuant to Section  6.5 of the Credit  Agreement,  BTL agreed,  among
other  things,  to  maintain  a Fixed  Charge  Coverage  Ratio  (for BTL and its
Subsidiaries  on a consolidated  basis) of not less than 1.10 to 1.00 calculated
as of the last day of the fiscal  quarter  ending June 30, 2007,  for the period
equal to the four (4) consecutive  fiscal quarters then ending. BTL has informed
the Lender that BTL will not maintain a Fixed Charge Coverage Ratio (for BTL and
its  Subsidiaries  on a  consolidated  basis)  of not  less  than  1.10  to 1.00
calculated as of the last day of the fiscal  quarter  ending June 30, 2007,  for
the period equal to the four (4) consecutive fiscal quarters then ending. Please
be advised that the Bank hereby waives the requirement that BTL maintain a Fixed
Charge Coverage Ratio (for BTL and its Subsidiaries on a consolidated  basis) of
not less than 1.10 to 1.00  calculated as of the last day of the fiscal  quarter
ending June 30, 2007,  for the period equal to the four (4)  consecutive  fiscal
quarters then ending

     16. Each Loan Party hereby reconfirms and reaffirms all representations and
warranties,  agreements  and  covenants  made by it  pursuant  to the  terms and
conditions  of the  Credit  Agreement  and the Other  Documents,  except as such
representations  and  warranties,  agreements and covenants may have  heretofore
been  amended,  modified  or waived in  writing  in  accordance  with the Credit
Agreement or the Other Documents, as applicable.

     17.  Each  Loan  Party  acknowledges  and  agrees  that,  except  for  such
documents,  instruments or agreements  that were released in connection with the
Second  Amendment,  each and every  document,  instrument or agreement,  if any,
which at any time has  secured  payment of the  Obligations  including,  but not
limited to, (i) the Credit  Agreement,  (ii) Blocked Account  Agreements,  (iii)
each  Guaranty,  (iv)  the  Pledge  Agreements,  (v) the  Intellectual  Property
Security Agreement, (vi) the Mortgage, (vii) the Lease Assignment, and (vii) all
UCC-1 financing statements executed in connection therewith,  hereby continue to
secure prompt payment when due of the Obligations.

     18. Each Loan Party hereby  represents  and warrants to the Lender that (i)
such Loan Party has the legal power and  authority  to execute and deliver  this
Third  Amendment;  (ii) the  officers  of such Loan Party  executing  this Third
Amendment  have each been duly  authorized  to execute  and  deliver  this Third
Amendment and all other documents executed in connection  herewith and bind such
Loan  Party  with  respect  to the  provisions  hereof  and  thereof;  (iii) the
execution  and  delivery  hereof by such  Loan  Party  and the  performance  and
observance by such Loan Party of the provisions  hereof and all other  documents
executed  or to be  executed  herewith,  do not  violate  or  conflict  with the
organizational  documents of such Loan Party or any Law  applicable to such Loan
Party or result in a breach of any  provision of or  constitute a default  under
any other agreement or instrument or order, writ, judgment, injunction or decree
to which  such  Loan  Party is a party or by which it is bound or to which it is
subject; and (iv) this Third Amendment and all other documents executed or to be
executed by such Loan Party in connection  herewith constitute valid and binding
obligations of such Loan Party in every respect,  enforceable in accordance with
their respective terms.



                                       8




     19. Each Loan Party represents and warrants that (i) except as set forth in
Section 14, no Event of Default  exists under the Credit  Agreement or the Other
Documents,  nor will any occur as a result of the execution and delivery of this
Third Amendment or the performance or observance of any provision  hereof,  (ii)
the Schedules  attached to and made a part of the Credit  Agreement are true and
correct as of the date  hereof  and there are no  modifications  or  supplements
thereto and (iii) it presently has no claims or actions of any kind at Law or in
equity  against the Lender  arising out of or in any way  relating to the Credit
Agreement or the Other Documents.

     20.  Each  reference  to the  Credit  Agreement  that is made in the Credit
Agreement  or any  other  document  executed  or to be  executed  in  connection
therewith shall hereafter be construed as a reference to the Credit Agreement as
amended hereby.

     21. The  agreements  contained in this Third  Amendment  are limited to the
specific agreements contained herein. Except as amended hereby, all of the terms
and  conditions of the Credit  Agreement  shall remain in full force and effect.
This Third Amendment amends the Credit Agreement and is not a novation thereof.

     22. This Third Amendment may be executed in any number of counterparts  and
by the different parties hereto on separate  counterparts each of which, when so
executed,  shall  be  deemed  an  original,  but  all  such  counterparts  shall
constitute but one and the same instrument.

     23. This Third  Amendment  shall be governed by, and shall be construed and
enforced  in  accordance  with,  the Laws of the  Commonwealth  of  Pennsylvania
without  regard to the  principles  of the  conflicts of law thereof.  Each Loan
Party hereby consents to the jurisdiction and venue of the Court of Common Pleas
of Allegheny  County,  Pennsylvania and the United States District Court for the
Western  District of  Pennsylvania  with  respect to any suit  arising out of or
mentioning this Third Amendment.

                           [INTENTIONALLY LEFT BLANK]



                                       9




     IN WITNESS WHEREOF,  the parties hereto,  by their officers  thereunto duly
authorized,  have  executed  this  Agreement  as of the day and year first above
written to be effective on the Effective Date.

                                         BORROWER:

                                         Blonder Tongue Laboratories, Inc.

                                         By: /s/ James A. Luksch
                                         Name:James A. Luksch
                                         Title:CEO

                                         GUARANTOR:

                                         Blonder Tongue Investment Company

                                         By: /s/ James A. Luksch
                                         Name:James A. Luksch
                                         Title: President

                                         LENDER:

                                         National City Business Credit, Inc.,
                                         as Lender

                                         By: /s/ Terry A. Graffis
                                         Name: Terry A. Graffis
                                         Title:Vice President

                                         ISSUER:

                                         National City Bank, a national banking
                                         association, as Issuer

                                         By:/s/ Terry A. Graffis
                                         Name: Terry A. Graffis
                                         Title: Vice President










                                 Acknowledgment

STATE OF NEW JERSEY                                   )
                                                      )        SS:
COUNTY OF MIDDLESEX                                   )



     On this,  the 8th day of August,  20076,  before me, a Notary  Public,  the
undersigned  officer,  personally  appeared  James A.  Luksch  who  acknowledged
himself/herself to be the CEO of Blonder Tongue  Laboratories,  Inc., a Delaware
corporation (the "Company"),  and that he/she as such officer,  being authorized
to do so, executed the foregoing  instrument for the purposes therein  contained
by himself/herself as such officer on behalf the Company.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                  /s/ Michael P. Censoplano
                                                              Notary Public


My Commission Expires:November 09, 2009








                                 Acknowledgment

STATE OF NEW JERSEY                               )
                                                  )        SS:
COUNTY OF MIDDLESEX                               )



     On this,  the 8th day of  August,  2007,  before me, a Notary  Public,  the
undersigned  officer,  personally  appeared  James A.  Luksch  who  acknowledged
himself/herself  to be the President of Blonder  Tongue  Investment  Company,  a
Delaware  corporation  (the "Company"),  and that he/she as such officer,  being
authorized to do so, executed the foregoing  instrument for the purposes therein
contained by himself/herself as such officer on behalf the Company.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                  /s/ Michael P. Censoplano
                                                              Notary Public


My Commission Expires: November 09, 2009







                                 Schedule 5.2(b)

                                  Subsidiaries

                                     Active

         Entity Name                              Ownership

1.       Blonder Tongue Investment Company        100% owned by BTL
         (a Delaware corporation)

2.       Hybrid Networks, LLC                     100% owned by BTL
         (a Delaware limited liability company)
         - equity interests uncertificated

3.       Blonder Tongue Telephone, LLC            50% owned by BTL
         (a Delaware limited liability company)   50% owned by Resource
         - equity interests uncertificated        Investment Group, LLC

4.       Blonder Tongue Far East, LLC             100% owned by BTL
         (a Delaware limited liability company)
         - equity interests uncertificated

                                    Inactive

     1.  Blonder Tongue International, Inc.       100% owned by BTL
         (a Delaware corporation)

     2.  Vu-Tech Communications, Inc.             79% owned by BTL
         (a Georgia corporation)                  21% owned by Xantech
                                                  Corporation

     3.  Netlinc Communications, LLC              50% owned by BTL
         (a Delaware limited liability company)   50% owned by
         - equity interests uncertificated        Resource Investment Group, LLC
         - inactive corporate shell holding








         intellectual property assets of
         limited value

     4.  Blonder Tongue International             50% owned by BTL
         Holdings, LLC (a BVI Business            50% owned by Shenzhen Juneao
         Corporation)
     5.  MegaPort Technology, LLC                 100% owned by BTL
         (a Delaware limited liability company)







                                 Schedule 5.8(d)

                             Employee Benefit Plans

     Blonder Tongue Laboratories, Inc.

     1.  Blonder  Tongue  Laboratories,   Inc.  401(k)  Savings  and  Investment
Retirement Plan

     2. Blonder Tongue Laboratories, Inc. Bargaining Unit Pension Plan

                               Option/Stock Plans

     1. Blonder Tongue  Laboratories,  Inc. 1994 Incentive Stock Option Plan.
     2. Blonder  Tongue  Laboratories,  Inc. 1995 Long Term  Incentive  Plan.
     3. Blonder  Tongue  Laboratories,  Inc.  Amended and Restated 1996 Director
Option Plan.
     4.  Options  issued to  directors,  officers and key  employees  outside of
Option Plans,  not exceeding the right to purchase an aggregate of 15,000 shares
of common stock of Borrower.
     5. Blonder Tongue Laboratories, Inc. 2005 Employee Equity Incentive Plan.
     6. Blonder Tongue Laboratories, Inc. 2005 Director Equity Incentive Plan.

     Blonder Tongue  Investment  Company does not have an  independent  employee
benefit plan.










                                  Schedule 5.9

                  Trademarks, Patents, Copyrights and Licenses

Registered "Live" Trademarks/Service Marks:


     1. "BLONDER TONGUE" (block letters), Registration No. 819,812 (Owner: BTL)
     2. "BT" (with design), Registration No. 821,512 (Owner: BTL)
     3. "BDR Broadband" (typed drawing), Registration No. 291363 (Owner: BTL)
     4.  "BDR  Broadband  a  Blonder  Tongue   Company"   (design  plus  words),
Registration No. 2,913,635 (Owner: BTL)

Common Law Trademarks (Owner:  BTL):

- --------------------------- --------------------------------------
TV Channel Blocker          TV channel blocker; 2004
- --------------------------- --------------------------------------
VideoMask                   Addressable signal jammer; 1995
- --------------------------- --------------------------------------
MegaPort                    Broadband Ethernet gateway; 2002
- --------------------------- --------------------------------------
VideoCentral                Subscriber management system; 1995
- --------------------------- --------------------------------------
iCentral                    Subscriber management system; 1998
- --------------------------- --------------------------------------
QCentral                    Monitoring & control software, modem
                            adapter, jumper cable; 2002
- --------------------------- --------------------------------------
DataXpress                  Cable modem, Ethernet port; 2000
- --------------------------- --------------------------------------
Communication Station       Video communications data &
                            telephony products; 2000
- --------------------------- --------------------------------------
Trailblazer                 Transmitters, receivers, fiber optic
                            broadband links; 2000
- --------------------------- --------------------------------------
Retro-linx                  Transmitters, receivers, fiber optic
                            broadband links; 2000
- --------------------------- --------------------------------------
Twinstar                    Fiber optic telecommunications line;
                            2000
- --------------------------- --------------------------------------
BIDA                        Distribution amplifiers or
                            "Broadband Indoor Distribution
                            Amplifier"; 1986
- --------------------------- --------------------------------------
BAVM                        Channelized audio/video modulator;
                            1992
- --------------------------- --------------------------------------
BAVM-Z                      Single channel audio/video
                            modulator; ?
- --------------------------- --------------------------------------
AP                          AP series Agile heterodyne
                            Processors; 1992
- --------------------------- --------------------------------------
AM                          Agile audio/video Modulator; 1992
- --------------------------- --------------------------------------
MAVM                        Channelized Audio/Video Modulator;
                            1983
- --------------------------- --------------------------------------
MICM                        Channelized Audio/Video Modulator;
                            1996
- --------------------------- --------------------------------------
ACA                         Distribution amplifiers or
                            "Apartment Complex Amplifier"; 1986
- --------------------------- --------------------------------------







                              Schedule 5.9 (cont'd)
                  Trademarks, Patents, Copyrights and Licenses

Patents:

     NONE

Copyrights:
Borrower has no copyrights, except to the extent that a copyright may be claimed
automatically by virtue of general  copyright  principles with respect to a work
created by the Company, which is not a work made for hire.

Licenses:
The following  are the  intellectual  property  licenses  which  Blonder  Tongue
Laboratories, Inc is a party:

           Licensor             Description                 License Status
- --------------------------------------------------------------------------------
Philips Broadband            Interdiction Technology   Paid in Full
Network, Inc.

General Instruments Corp.    Sale of Digicipher II     Paid in Full
                             Private Label Commercial
                             IRD

Panda                        Software                  Paid in Full

Real Time Collection         Employee Time Clock       Paid in Full
Solutions

Gumbo Software, Inc.         BPCS Email software       Paid in Full

SSA                          BPCS Software (Accounting Paid in Full
                             & Production)

Moonbeam LLC                 Interdiction Technology   Paid in Full

     Miscellaneous shrink-wrap software licenses.








                                  Schedule 5.14

                                 Labor Disputes


     No disputes.

     A Collective Bargaining Agreement between Blonder Tongue Laboratories, Inc.
     and IBEW Local 2066, expires in February, 2009.


EX-31 3 blonderex311to10q2080907.htm

                                                                    Exhibit 31.1

                                  CERTIFICATION

     I, James A. Luksch, Chief Executive Officer of Blonder Tongue Laboratories,
Inc., certify that:

     1. I have reviewed  this  quarterly  report on Form 10-Q of Blonder  Tongue
Laboratories, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's  other certifying  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          a) Designed such disclosure  controls and  procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly during the period in which this quarterly report is
     being prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
     and  procedures  and  presented  in this report our  conclusions  about the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

          c)  Disclosed in this report any change in the  registrant's  internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the  registrant's  fourth fiscal quarter in the case
     of an annual report) that has materially affected,  or is reasonably likely
     to materially  affect,  the  registrant's  internal  control over financial
     reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

          a) All significant  deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          b) Any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.


    Date:  August 10, 2007

                                         /s/  James A. Luksch
                                     James A. Luksch
                                     Chief Executive Officer
                                     (Principal Executive Officer)





EX-31 4 blonderex312to10q080907.htm

                                                                    Exhibit 31.2

                                  CERTIFICATION

          I, Eric Skolnik,  Senior Vice President and Chief Financial Officer of
     Blonder Tongue Laboratories, Inc., certify that:

          1. I have  reviewed  this  quarterly  report on Form  10-Q of  Blonder
     Tongue Laboratories, Inc.;

          2. Based on my  knowledge,  this  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this report;

          3.  Based  on  my  knowledge,  the  financial  statements,  and  other
     financial  information  included  in this  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     report;

          4. The registrant's other certifying  officer(s) and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) for the registrant
     and have:

               a) Designed such disclosure  controls and  procedures,  or caused
          such  disclosure  controls  and  procedures  to be designed  under our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

               b) Evaluated the  effectiveness  of the  registrant's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

               c)  Disclosed  in this  report  any  change  in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's  most recent  fiscal  quarter  (the  registrant's  fourth
          fiscal  quarter in the case of an annual  report) that has  materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

          a) All significant  deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          b) Any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.



    Date:  August 10, 2007


                                          /s/  Eric Skolnik
                                      Eric Skolnik
                                      Senior Vice President
                                      and Chief Financial Officer
                                      (Principal Financial Officer)





EX-32 5 blonderex321to10q080907.htm

                                                                    Exhibit 32.1





                                  CERTIFICATION
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     To the knowledge of each of the  undersigned,  this Report on Form 10-Q for
the quarter ended June 30, 2007 fully complies with the  requirements of Section
13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  and the
information  contained in this Report fairly presents, in all material respects,
the  financial   condition   and  results  of   operations  of  Blonder   Tongue
Laboratories, Inc. for the applicable reporting period.


Date:  August 10, 2007           By:      /s/  James A. Luksch
                                        James A. Luksch, Chief Executive Officer



                                 By:      /s/  Eric Skolnik
                                        Eric Skolnik, Chief Financial Officer




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