-----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, NlDqiUyH/JWbNXPT+AtfvYtz3n8GQPDulnaDop2Vs1V9IbyXF4r+33F7KGfq/U8y M7GiLkeO4BwqEZDybJ4Oug== 0000950136-04-000953.txt : 20040331 0000950136-04-000953.hdr.sgml : 20040331 20040330195404 ACCESSION NUMBER: 0000950136-04-000953 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040330 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANGER INC CENTRAL INDEX KEY: 0000725460 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 112239561 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12991 FILM NUMBER: 04703474 BUSINESS ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 BUSINESS PHONE: 6136671200 MAIL ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 8-K 1 file001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 30, 2004 -------------- Langer, Inc. ------------ (Exact name of registrant as specified in its charter) Delaware 0-12991 11-2239561 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 450 Commack Road, Deer Park, New York 11729 - 4510 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 631-667-1200 ------------ N/A --- (Former name or former address, if changed since last report.) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. The following Exhibit is hereby filed as part of this Current Report on Form 8-K: Exhibit 99.1 Press Release dated March 30, 2004 with respect to the Registrant's financial results for the year ended December 31, 2003. Item 9. Regulation FD Disclosure The information included in this section is intended to be furnished under "Item 12. Disclosure of Results of Operations and Financial Condition" and is included under this Item 9 in accordance with SEC Release No. 33-8216. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On March 30, 2004, The Registrant announced financial results for the fourth quarter ended December 31, 2003. A copy of the press release announcing the Registrant's earnings results for the year ended December 31, 2003 is attached hereto as Exhibit 99.1. 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 hereunto duly authorized. Dated: March 30, 2004 LANGER, INC. By: /s/ Andrew H. Meyers ----------------------------- Andrew H. Meyers President and Chief Executive Officer Exhibit Index Exhibit 99.1 Press Release dated March 30, 2004 EX-99.1 3 file002.txt PRESS RELEASE [GRAPHIC OMITTED] CONTACT: Susan Lorenzo Director of Communications (631) 667-1200, ext. 124 Joseph P. Ciavarella Vice President and Chief Financial Officer (631) 667-1200, ext. 233 FOR IMMEDIATE RELEASE LANGER, INC. REPORTS RECORD REVENUE FOR THE YEAR ENDED DECEMBER 31, 2003; CONFERENCE CALL SCHEDULED FOR MARCH 31, 2004 Deer Park, New York - March 30, 2004 - Langer, Inc. (NASDAQ:GAIT) today reported a net loss for the year ended December 31, 2003 of $(5,471) or $(.00) per share as compared to $(1,105,657) or $(.26) per share in 2002. Net sales for the year ended December 31, 2003 were $24,720,515 or 32% above net sales of $18,676,503 for the year ended December 31, 2002. Net sales of custom orthotic products for the year ended December 31, 2003 were $19,115,633 or 30% above the net sales of custom orthotic products of $14,668,572 for the year ended December 31, 2002. Net sales of custom orthotic products for the 2003 year included approximately $1,624,000 of net sales resulting from the acquisition of Bi-Op Laboratories, Inc. (Bi-Op) in January 2003. Net sales of custom orthotic products for the year ended December 31, 2003, exclusive of net sales attributable to the Bi-Op acquisition, increased approximately $2,823,000 or 19% as compared to the year ended December 31, 2002. Approximately $2 million of the increase is attributable to organic year over year growth with the balance attributable to the full year effect of Benefoot which was acquired in May 2002. Net sales of distributed products for the year ended December 31, 2003 were $5,604,882 as compared to $4,007,931 for the year ended December 31, 2002. The primary reason for the increase is the full year effect of the Benefoot acquisition. Andrew H. Meyers, Langer's President and Chief Executive Officer, said "We are pleased with the continued improvements in net sales across both product lines. This growth reinforces Langer's commitment to seeking to become a comprehensive resource for practitioners providing lower extremity care." Overall cost of sales were generally consistent with the increase in sales with gross profit decreasing slightly from 35.9% to 35.1% for the year ended December 31, 2003. Selling expenses as a percentage of sales for the year ended December 31, 2003 decreased to 12.6% as compared to 16.9% for the year ended December 31, 2002. General and administrative costs as a percentage of sales for the year ended December 31, 2003 improved to 19.3% as compared to 20.7% for the year ended December 31, 2002. Working capital at December 31, 2003 was approximately $7,434,000 as compared to approximately $10,569,000 at December 31, 2002. Cash and cash equivalents at December 31, 2003 approximated $5,534,000 as compared to approximately $9,412,000 at December 31, 2002. The decrease in cash is primarily attributable to payments made in connection with the acquisitions of Benefoot and Bi-Op, as well as investment in infrastructure, primarily the installation and implementation of a new information technology system. Mr. Meyers further stated "I am pleased by the decrease, as a percentage of net sales, in selling, general and administrative costs in 2003 from 2002 as we more effectively leveraged our management team over a larger organization. We are grateful that our efforts to grow revenue and operating income have yielded positive results." In reviewing acquisitions completed in 2002 and 2003, Mr. Meyers stated "The acquisitions of Benefoot and Bi-Op helped create synergies, introduce new products, and expand our customer base for lower extremity products. Through the Benefoot acquisition, Langer became the exclusive domestic provider of custom Birkenstock(R) sandals and clogs as well as one of the largest providers of therapeutic footwear to podiatrists. The Bi-Op acquisition will allow us to better service our Canadian customers which make up approximately 15% of the Company's overall revenue." Langer will be hosting a conference call on March 31, 2004, at 10:00 am (EST) to discuss the year end results. There are two ways to participate in the conference call--via conference call or webcast. Domestic callers may dial in at 1-800-478-6251. Callers should dial in five to ten minutes before the scheduled start time and reference the confirmation code of 411042. Access the webcast by visiting Langer, Inc.'s website (http://www.langerinc.com). You may listen by clicking on the microphone. An archived copy of the call will be available to replay beginning at 2pm on March 31 by accessing the Langer homepage or typing the following information into your web browser: http://www.firstcallevents.com/service/ajwz402854338gf12.html . Langer, Inc., based in Deer Park, Long Island, New York, with additional fabricating facilities in Brea, California, Montreal, Canada and Stoke-On-Trent, UK, and a sales office in Toronto, Canada, is a leading provider of high quality orthotics and gait-related products sold to practitioners treating musculo-skeletal disorders. Statements in this press release may be "forward-looking statements." These statements can be identified by the use of forward-looking terminology such as "believes," "expects," "plans," "intends," "estimates," "projects," "could," "may," "will," "should", or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that future results covered by the forward-looking statements will be achieved. Such forward-looking statements include, but are not limited to, those relating to the Company's financial and operating prospects, future opportunities, the Company's acquisition strategy and ability to integrate acquired companies and assets, outlook of customers, and reception of new products, technologies, and pricing. In addition, such forward looking statements involve known and unknown risks, uncertainties, and other factors including those described from time to time in the Company's Registration Statement on Form S-3, most recent Form 10-K and 10-Q's and other Company filings with the Securities and Exchange Commission which may cause the actual results, performance or achievements of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Also, the Company's business could be materially adversely affected and the trading price of the Company's common stock could decline if any such risks and uncertainties develop into actual events. The Company undertakes no obligation to make any revisions to the forward-looking statements contained in this release or to update them to reflect events or circumstances occurring after the date of this release. ### LANGER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
TEN MONTHS YEAR ENDED YEAR ENDED ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, 2003 2002 2001 ------------ ------------ ------------ Net sales $ 24,720,515 $ 18,676,503 $ 10,936,112 Cost of sales 16,049,790 11,962,104 6,934,402 ------------ ------------ ------------ Gross profit 8,670,725 6,714,399 4,001,710 General and administrative expenses 4,775,142 3,867,882 2,425,177 Selling expenses 3,131,197 3,151,205 1,294,991 Research and development expenses -- 164,872 142,192 ------------ ------------ ------------ Operating income (loss) 764,386 (469,560) 139,350 ------------ ------------ ------------ Other income (expense): Interest income 157,522 214,481 86,635 Interest expense (836,273) (829,498) (138,846) Other 75,798 86,214 (13,742) ------------ ------------ ------------ Other expense, net (602,953) (528,803) (65,953) ------------ ------------ ------------ Income (loss) before income taxes 161,433 (998,363) 73,397 Provision for income taxes 166,904 107,294 3,118 ------------ ------------ ------------ Net (loss) income $ (5,471) $ (1,105,657) $ 70,279 ============ ============ ============ Weighted average number of common shares used in computation of net (loss) income per share: Basic 4,374,396 4,245,711 3,860,167 ============ ============ ============ Diluted 4,374,396 4,245,711 4,306,536 ============ ============ ============ Net (loss) income per common share: Basic $ (.00) $ (.26) $ .02 ============ ============ ============ Diluted $ (.00) $ (.26) $ .02 ============ ============ ============
LANGER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, 2003 2002 2001 ------------ ------------ ------------ (unaudited) (pro forma) Net sales $ 24,720,515 $ 18,676,503 $ 12,782,366 Cost of sales 16,049,790 11,962,104 8,503,020 ------------ ------------ ------------ Gross profit 8,670,725 6,714,399 4,279,346 General and administrative expenses 4,775,142 3,867,882 2,768,134 Selling expenses 3,131,197 3,151,205 1,623,259 Research and development expenses -- 164,872 182,497 Change in control and restructuring expenses -- -- 795,667 ------------ ------------ ------------ Income (loss) from operations 764,386 (469,560) (1,090,211) ------------ ------------ ------------ Other income (expense): Interest income 157,522 214,481 86,614 Interest expense (836,273) (829,498) (143,394) Other 75,798 86,214 (11,669) ------------ ------------ ------------ Other expense, net (602,953) (528,803) (68,449) ------------ ------------ ------------ Income (loss) before income taxes 161,433 (998,363) (1,158,660) Provision for income taxes 166,904 107,294 3,118 ------------ ------------ ------------ Net loss $ (5,471) $ (1,105,657) $ (1,161,778) ============ ============ ============ Weighted average number of common shares used in Computation of net loss per share: Basic 4,374,396 4,245,711 3,668,924 ============ ============ ============ Diluted 4,374,396 4,245,711 3,668,924 ============ ============ ============ Net loss per common share: Basic $ (.00) $ (.26) $ (.32) ============ ============ ============ Diluted $ (.00) $ (.26) $ (.32) ============ ============ ============
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