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):  May 15, 2006

Langer, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-12991	11-2239561
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

On May 15, 2006, the Company issued an earnings press release announcing financial results for the three months ended March 31, 2006.  The full text of the earnings press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Form 8-K and in the accompanying Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits.

(c)Exhibits.

The following Exhibits are hereby furnished as part of this Current Report on Form 8-K:

Number	Exhibit
99.1	Press release dated May 15, 2006, with respect to the Company’s financial results for the three months ended March 31, 2006 (furnished only).

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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.

Date:  May 15, 2006	Langer, Inc.
	By:	/s/ Joseph P. Ciavarella
		Joseph P. Ciavarella, Vice President and Chief
		Financial Officer

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Exhibit Index

Number	Exhibit
99.1	Press release dated May 15, 2006 with respect to the Company’s financial results for the three months ended March 31, 2006 (furnished only).

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EX-99.1

Exhibit 99.1

CONTACT:W. Gray Hudkins

President and

Chief Executive Officer

(631) 667-1200, ext. 226

Joseph P. Ciavarella

Vice President and

Chief Financial Officer

(631) 667-1200, ext. 233

FOR IMMEDIATE RELEASE

LANGER REPORTS OPERATING RESULTS FOR THE

three months ENDED march 31, 2006

Deer Park, New York – May 15, 2006 - Langer, Inc. (NASDAQ:GAIT) today reported a net loss for the three months ended March 31, 2006 of approximately $(1,426,000), or $(.14) per share on a fully diluted basis, compared to net income for the three months ended March 31, 2005 of approximately $1,445,000, or $.22 per share on a fully diluted basis. The principal reason for the change in net income was a reduction in net sales of approximately $2,052,000, or 19.7%, in the three months ended March 31, 2006, compared to the three months ended March 31, 2005, which was offset by only a $184,000, or 3.3%, reduction in cost of sales in the three months ended March 31, 2006, compared to the three months ended March 31, 2005. This resulted in a gross profit reduction of approximately $1,868,000 in the three months ended March 31, 2006, compared to the three months ended March 31, 2005. In addition, net income decreased because net income in the three months ended March 31, 2005 included a non-recurring non-cash gain of $1,750,000 resulting from the change in the fair value expiration of a put option obligation acquired as part of the acquisition of Silipos on September 30, 2004.

Costs of sales were 63.7% and 52.9% of net sales for the three months ended March 31, 2006 and 2005, respectively. Gross profit as a percentage of net sales decreased to 36.3% for the

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three months ended March 31, 2006, compared to 47.1% for the three months ended March 31, 2005. Cost of sales did not decline as much as net sales because manufacturing overhead, which is primarily comprised of fixed expenses and direct labor, and which was fairly consistent with the comparable year period, had more than offset the reduction in material costs.

Gray Hudkins, Langer’s President and Chief Executive Officer said, “Our results for the quarter ended March 31, 2006 reflect a loss of several customers at Silipos and the continued weakness in our custom foot orthotics business. We believe we are taking corrective steps to develop new business for Silipos and are working to refine the infrastructure, improve customer service and operations, and focus on the sales efforts of the Langer legacy business. We believe we are seeing positive signs in both businesses. We have largely completed the restructuring of our custom orthotics manufacturing process and we believe that this process has improved product cycle times, product quality, and customer service.”

General and administrative expenses for the three months ended March 31, 2006 were approximately $2,341,000, or 28.1% of net sales, compared to approximately $2,265,000, or 21.8%, of net sales for the three months ended March 31, 2005, representing an increase of approximately $76,000.

Selling expenses decreased approximately $111,000, or 5.7%, to approximately $1,828,000, or 21.9%, of net sales for the three months ended March 31, 2006, compared to approximately $1,939,000, or 18.6%, of net sales for the three months ended March 31, 2005.

Interest expense for the three months ended March 31, 2006 was approximately $304,000, compared to approximately $918,000 for the three months ended March 31, 2005, a decrease of approximately $614,000. Included in interest expense for the three months ended March 31, 2005 is approximately $609,000 associated with the Silipos acquisition-related indebtedness, which included the amortization of debt discount and related debt placement costs totalling approximately $65,000 associated with the 7% senior subordinated notes issued September 30, 2004.

Cash and cash equivalents at March 31, 2006 were approximately $18,499,000, compared to approximately $18,829,000 at December 31, 2005, a decrease of approximately $330,000. Working

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capital at March 31, 2006 was approximately $7,956,000, compared to approximately $9,204,000 at December 31, 2005, a decrease of approximately of $1,248,000. The decrease in working capital is primarily attributable to decreases in cash and accounts receivable, and increases in accrued liabilities and accounts payable, partially offset by increases in prepaid expenses. Additionally, the $14,439,000 principal amount of our 4% convertible subordinated notes are due in full on August 31, 2006.

Langer, Inc., together with its wholly owned subsidiary Silipos, Inc., designs, manufactures and distributes high quality medical products targeting the orthopedic, orthotic and prosthetic markets. In addition, the Company offers a diverse line of skincare products for the medical and therapeutic markets. The Company sells its products primarily in the U.S. and Canada, and in more than 30 other countries, to national, regional, international and independent medical distributors and directly to healthcare professionals. Langer is based in Deer Park, New York, and has additional manufacturing facilities in Niagara Falls, New York, Anaheim, California, Montreal, Canada, Stoke-on-Trent, UK, and sales and marketing offices in Ontario, Canada and New York, New York.

Certain matters discussed in this press release constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. The Company may use words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “future” and similar expressions to identify forward-looking statements. These risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including the Company’s 2005 Form 10-K and most recently filed Form 10-Qs and Form 8-Ks.

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LANGER, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

	Three months ended March 31,
	2006			2005
Net sales	$	8,345,054		$	10,397,193
Cost of sales	5,317,682			5,502,060
Gross profit	3,027,372			4,895,133
General and administrative expenses	2,340,705			2,265,041
Selling expenses	1,827,950			1,938,543
Research and development expenses	123,071			130,303
Operating (loss) income	(1,264,354		)	561,246
Other (expense) income:
Interest income	158,832			81,076
Interest expense	(303,883		)	(918,457		)
Change in fair value of Put Option	—			1,750,000
Other	(8,382		)	10,484
Other (expense) income, net	(153,433		)	923,103
(Loss) income before income taxes	(1,417,787		)	1,484,349
Provision for income taxes	8,168			39,000
Net (loss) income	$	(1,425,955	)	$	1,445,349
Net (loss) income per common share:
Basic	$	(.14	)	$	.33
Diluted	$	(.14	)	$	.22
Weighted average number of common shares used in computation of net (loss) income per share:
Basic	9,935,845			4,397,933
Diluted	9,935,845			7,418,362