PC 8-K Langer Announces Divestiture of Regal Medical Supply LLC

Langer Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
March 31, 2008
	March 31,			Regal		Adjustments			Pro forma
	2008			3/31/08		3/31/08			3/31/08
Assets:
Current Assets:
Cash and cash equivalents	$	2,122,597		$	-	$	501,000		$	2,623,597
Restricted cash - escrow		1,000,000			-					1,000,000
Accounts receivable, net of allowance for doubtful accounts and returns and allowances aggregating $1,466,837		9,800,654			1,081,386					8,719,268
Inventories, net		6,930,487			60,000					6,870,487
Prepaid expenses and other current assets		1,225,772			8,348					1,217,424
Total Current Assets		21,079,510			1,149,734		501,000			20,430,776
Property and equipment, net		13,820,855			134,024					13,686,831
Identifiable intangible assets, net		14,117,560			-					14,117,560
Goodwill		21,956,430			-		(1,277,521	)		20,678,909
Other assets		1,288,869			7,773					1,281,096
Total Assets	$	72,263,224		$	1,291,531	$	(776,521	)	$	70,195,172
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	4,306,609		$	219,824	$	60,000		$	4,146,785
Liabilities related to assets held for sale		-			-					-
Other current liabilities, including current maturities of note payable		4,149,066			182,769					3,966,297
Unearned revenue		319,860			-					319,860
Total Current Liabilities		8,775,535			402,593		60,000			8,432,942
Long-term debt:
5% Covertible notes, net of discount of $368,566		28,511,434			-					28,511,434
Notes payable		103,214			-					103,214
Obligation under capital lease		2,700,000			-					2,700,000
Unearned revenue		79,300			-					79,300
Deferred income taxes payable		1,809,273			-					1,809,273
Other Liabilities		1,031,002			-					1,031,002
Total Liabilities		43,009,758			402,593		60,000			42,667,165
Stockholders' Equity:
Preferred stock, $1.00 par value; authorized 250,000 shares; no shares issued		-
Common stock, $.02 par value; authorized 50,000,000 shares; issued 11,588,512		231,771			-					231,771
Additional paid in capital		53,837,248			64,149					53,773,099
Accumulated Deficit		(24,564,687	)		824,789		(836,521	)		(26,225,997	)
Accumulated Other Comprehensive Income		691,750								691,750
Total		30,196,082			888,938		(836,521	)		28,470,623
Treasury stock at cost, 451,652 shares		(942,616	)		-					(942,616	)
Total		29,253,466			888,938		(836,521	)		27,528,007
Total Liabilities and Stockholders' Equity	$	72,263,224		$	1,291,531	$	(776,521	)	$	70,195,172

Footnote:
	The column labeled Regal represents the assets and liabilities of Regal Medical Supply, LLC as of March 31, 2008.

Adjustments:
	Adjustments represent the details of the sale of Regal Medical Supply, LLC as follows:

Cash received	$	501,000
Net assets sold		(888,938	)
Goodwill written off		(1,277,521	)
Transaction costs related to sale		(60,000	)
Pro forma net loss on sale of Regal	$	(1,725,459	)

Langer Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended March 31, 2008
	Consolidated			Regal			Pro forma
Income From Continuing Operations:
Net Sales	$	15,778,171		$	1,001,255		$	14,776,916
Cost of Sales		10,910,781			329,049			10,581,732
Gross Profit		4,867,390			672,206			4,195,184
General and administrative expenses		3,641,431			114,661			3,526,770
Selling expenses		2,255,843			639,789			1,616,054
Research and development expenses		269,795			-			269,795
Operating Loss		(1,299,679	)		(82,244	)		(1,217,435	)
Other Income (Expense):
Interest income		23,994			-			23,994
Interest expense		(557,718	)		-			(557,718	)
Other		(16	)		-			(16	)
Other Expense, net		(533,740	)		-			(533,740	)
Loss Before Income Taxes		(1,833,419	)		(82,244	)		(1,751,175	)
(Provision for) Benefit From Income Taxes		(18,182	)		-			(18,182	)
Net Loss from continuing operations	$	(1,851,601	)	$	(82,244	)	$	(1,769,357	)
Net Loss per common share:
Basic and diluted:
Loss from continuing operations	$	(0.17	)				$	(0.16	)
Weighted average number of common shares used
in the computation of net (loss) per share:
Basic and diluted		11,136,860						11,136,860

Footnote:

 The column labeled Regal represents the operating results of Regal for the period presented.

Langer Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2007
	Consolidated			Regal			Pro forma
Income From Continuing Operations:
Net Sales	$	62,912,298		$	3,752,324		$	59,159,974
Cost of Sales		40,523,793			1,114,754			39,409,039
Gross Profit		22,388,505			2,637,570			19,750,935
General and administrative expenses		14,066,476			373,499			13,692,977
Selling expenses		9,418,661			2,672,939			6,745,722
Research and development expenses		837,934			-			837,934
Operating Loss		(1,934,566	)		(408,868	)		(1,525,698	)
Other Income (Expense):
Interest income		257,964			-			257,964
Interest expense		(2,186,100	)		-			(2,186,100	)
Other		22,329			-			22,329
Other Expense, net		(1,905,807	)		-			(1,905,807	)
Loss Before Income Taxes		(3,840,373	)		(408,868	)		(3,431,505	)
(Provision for) Benefit From Income Taxes		(234,771	)		-			(234,771	)
Net Loss from continuing operations	$	(4,075,144	)	$	(408,868	)	$	(3,666,276	)
Net Loss per common share:
Basic and diluted:
Loss from continuing operations	$	(0.35	)				$	(0.32	)
Weighted average number of common shares used
in the computation of net (loss) per share:
Basic and diluted		11,484,486						11,484,486

Footnote:

The column labeled Regal represents the operating results of Regal for the period presented.

Langer Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended March 31, 2007
	Consolidated			Regal		Pro forma
Income From Continuing Operations:
Net Sales	$	14,320,963		$	734,481	$	13,586,482
Cost of Sales		9,030,234			197,797		8,832,437
Gross Profit		5,290,729			536,684		4,754,045
General and administrative expenses		3,243,498			8,991		3,234,507
Selling expenses		2,098,238			453,358		1,644,880
Research and development expenses		196,711			-		196,711
Operating Loss		(247,718	)		74,335		(322,053	)
Other Income (Expense):
Interest income		131,854			-		131,854
Interest expense		(525,769	)		-		(525,769	)
Other		(7,016	)		-		(7,016	)
Other Expense, net		(400,931	)		-		(400,931	)
Loss Before Income Taxes		(648,649	)		74,335		(722,984	)
(Provision for) Benefit From Income Taxes		(63,631	)		-		(63,631	)
Net Loss from continuing operations	$	(712,280	)	$	74,335	$	(786,615	)
Net Loss per common share:
Basic and diluted:
Loss from continuing operations	$	(0.06	)			$	(0.07	)
Weighted average number of common shares used
in the computation of net (loss) per share:
Basic and diluted		11,183,415					11,183,415

Footnote:

The column labeled Regal represents the operating results of Regal for the period presented.