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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





Quarterly Report Pursuant to
Section 13 or 15(d)

of the Securities Exchange Act of 1934



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 28, 2009.
|- | --------------------------------------------------------------------------------------------------------------------------------------

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 0-4538





Cybex International, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|New York                                                       |  | 11-1731581                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|10 Trotter Drive, Medway, Massachusetts                        |  | 02053                               
|(Address of principal executive office)                        |  | (Zip Code)                          

(508) 533-4300

(Registrants telephone number, including area code)





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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of accelerated filer, large accelerated filer
and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange
Act).    Yes   ̈    No  x

On May 5, 2009, the Registrant had outstanding 17,093,931 shares of Common Stock, par value $0.10 per share, which is the Registrants only class of Common Stock.









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CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX



|           |  |                       |  |                                                                                             |  |     
|---------- |  | --------------------- |  | ------------------------------------------------------------------------------------------- |  | ----
|           |  |                       |  |                                                                                             |  | Page
|PART I.    |  | FINANCIAL INFORMATION |  |                                                                                            
|           |  |                       | 
|           |  | Item 1.               |  | Financial Statements (unaudited)                                                            |  |     
|           |  |                       | 
|           |  |                       |  | Consolidated Statements of OperationsThree months ended March 28, 2009 and March 29,
2008. |  | 3   
|           |  |                       | 
|           |  |                       |  | Consolidated Balance Sheets  March 28, 2009 and December 31, 2008                          |  | 4   
|           |  |                       | 
|           |  |                       |  | Consolidated Statements of Cash FlowsThree months ended March 28, 2009 and March 29,
2008  |  | 5   
|           |  |                       | 
|           |  |                       |  | Notes to Consolidated Financial Statements                                                  |  | 6   
|           |  |                       | 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations       |  | 17  
|           |  |                       | 
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                  |  | 22  
|           |  |                       | 
|           |  | Item 4T.              |  | Controls and Procedures                                                                     |  | 22  
|           |  |                      
|PART II.   |  | OTHER INFORMATION     |  |                                                                                            
|           |  |                       | 
|           |  | Item 1.               |  | Legal Proceedings                                                                           |  | 23  
|           |  |                       | 
|           |  | Item 1A.              |  | Risk Factors                                                                                |  | 23  
|           |  |                       | 
|           |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                 |  | 23  
|           |  |                       | 
|           |  | Item 3.               |  | Defaults Upon Senior Securities                                                             |  | 23  
|           |  |                       | 
|           |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                         |  | 23  
|           |  |                       | 
|           |  | Item 5.               |  | Other Information                                                                           |  | 23  
|           |  |                       | 
|           |  | Item 6.               |  | Exhibits                                                                                    |  | 24  
|           | 
|Signatures |  | 25                   



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CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                             |  |                    |        |   |               |   |       
|-------------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------
|                                             |  | Three Months Ended
|                                             |  | March 28,2009      |        |   | March 29,2008
|Net sales                                    |  | $                  | 28,922 |   |               | $ | 39,780
|Cost of sales                                |  |                    | 21,023 |   |               |   | 25,608
|                                             |  |                    |        |   |               |   |       
|Gross profit                                 |  |                    | 7,899  |   |               |   | 14,172
|                                             |  |                   
|Selling, general and administrative expenses |  |                    | 9,863  |   |               |   | 11,525
|                                             |  |                    |        |   |               |   |       
|Operating income (loss)                      |  |                    | (1,964 | ) |               |   | 2,647 
|Interest expense, net                        |  |                    | 277    |   |               |   | 347   
|                                             |  |                    |        |   |               |   |       
|Income (loss) before income taxes            |  |                    | (2,241 | ) |               |   | 2,300 
|Income tax expense (benefit)                 |  |                    | (834   | ) |               |   | 982   
|                                             |  |                    |        |   |               |   |       
|                                             |  |                   
|Net income (loss)                            |  | $                  | (1,407 | ) |               | $ | 1,318 
|                                             |  |                    |        |   |               |   |       
|                                             |  |                   
|Basic net income (loss) per share            |  | $                  | (0.08  | ) |               | $ | 0.08  
|                                             |  |                    |        |   |               |   |       
|Diluted net income (loss) per share          |  | $                  | (0.08  | ) |               | $ | 0.07  
|                                             |  |                    |        |   |               |   |       

See notes to consolidated financial statements.



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CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in
thousands, except per share data)



|                                                                                        |  |               |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                        |  | March 28,2009 |         |   | December 31,2008 |  
|                                                                                        |  | (unaudited)   |         |   |                  |  
|ASSETS                                                                                  |  |               |         |   |                  |   |         |  
|Current Assets:                                                                         |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                               |  | $             | 995     |   |                  | $ | 1,628   |  
|Accounts receivable, net of allowance of $1,277 and $1,215                              |  |               | 18,583  |   |                  |   | 18,735  |  
|Inventories                                                                             |  |               | 14,879  |   |                  |   | 13,465  |  
|Prepaid expenses and other                                                              |  |               | 1,746   |   |                  |   | 2,249   |  
|Deferred income taxes                                                                   |  |               | 4,685   |   |                  |   | 4,685   |  
|                                                                                        |  |               |         |   |                  |   |         |  
|Total current assets                                                                    |  |               | 40,888  |   |                  |   | 40,762  |  
|Property, plant and equipment, net                                                      |  |               | 35,226  |   |                  |   | 36,551  |  
|Deferred income taxes                                                                   |  |               | 9,347   |   |                  |   | 8,698   |  
|Other assets                                                                            |  |               | 5,378   |   |                  |   | 5,290   |  
|                                                                                        |  |               |         |   |                  |   |         |  
|                                                                                        |  | $             | 90,839  |   |                  | $ | 91,301  |  
|                                                                                        |  |               |         |   |                  |   |         |  
|                                                                                        |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                    |  |               |         |   |                  |   |         |  
|Current Liabilities:                                                                    |  |               |         |   |                  |   |         |  
|Current portion of long-term debt                                                       |  | $             | 2,915   |   |                  | $ | 1,882   |  
|Accounts payable                                                                        |  |               | 6,449   |   |                  |   | 5,965   |  
|Accrued expenses                                                                        |  |               | 10,779  |   |                  |   | 11,986  |  
|                                                                                        |  |               |         |   |                  |   |         |  
|Total current liabilities                                                               |  |               | 20,143  |   |                  |   | 19,833  |  
|Long-term debt                                                                          |  |               | 17,802  |   |                  |   | 16,606  |  
|Other liabilities                                                                       |  |               | 9,080   |   |                  |   | 9,411   |  
|                                                                                        |  |               |         |   |                  |   |         |  
|Total liabilities                                                                       |  |               | 47,025  |   |                  |   | 45,850  |  
|                                                                                        |  |               |         |   |                  |   |         |  
|Commitments (Notes 4 and 12)                                                            |  |               |         |   |                  |   |         |  
|Stockholders Equity:                                                                   |  |               |         |   |                  |   |         |  
|Common stock, $.10 par value, 30,000 shares authorized, 17,832 and 17,813 shares issued |  |               | 1,783   |   |                  |   | 1,781   |  
|Additional paid-in capital                                                              |  |               | 68,527  |   |                  |   | 68,426  |  
|Treasury stock, at cost (733 and 329 shares)                                            |  |               | (2,931  | ) |                  |   | (2,503  | )
|Accumulated deficit                                                                     |  |               | (21,217 | ) |                  |   | (19,810 | )
|Accumulated other comprehensive loss                                                    |  |               | (2,348  | ) |                  |   | (2,443  | )
|                                                                                        |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                              |  |               | 43,814  |   |                  |   | 45,451  |  
|                                                                                        |  |               |         |   |                  |   |         |  
|                                                                                        |  | $             | 90,839  |   |                  | $ | 91,301  |  
|                                                                                        |  |               |         |   |                  |   |         |  

See notes to consolidated financial statements.



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CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                                   |  |                    |        |   |               |   |         |  
|-------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------- | -
|                                                                                                   |  | Three Months Ended |       
|                                                                                                   |  | March 28,2009      |        |   | March 29,2008 |  
|OPERATING ACTIVITIES:                                                                              |  |                    |        |   |               |   |         |  
|Net income (loss)                                                                                  |  | $                  | (1,407 | ) |               | $ | 1,318   |  
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                    |        |   |               |   |         |  
|Depreciation and amortization                                                                      |  |                    | 1,432  |   |               |   | 1,198   |  
|Amortization of deferred financing costs                                                           |  |                    | 10     |   |               |   | 9       |  
|Deferred income taxes                                                                              |  |                    | (733   | ) |               |   | 841     |  
|Stock-based compensation                                                                           |  |                    | 44     |   |               |   | 67      |  
|Provision for doubtful accounts                                                                    |  |                    | 69     |   |               |   | (2      | )
|Change in fair value of interest rate swap                                                         |  |                    | (8     | ) |               |   | (8      | )
|Change in fair value of foreign currency contract                                                  |  |                    | 189    |   |               |   | (26     | )
|Changes in operating assets and liabilities:                                                       |  |                    |        |   |               |   |         |  
|Accounts receivable                                                                                |  |                    | 65     |   |               |   | 693     |  
|Inventories                                                                                        |  |                    | (1,425 | ) |               |   | (375    | )
|Prepaid expenses and other                                                                         |  |                    | 210    |   |               |   | 312     |  
|Accounts payable, accrued liabilities and other liabilities                                        |  |                    | (766   | ) |               |   | (1,731  | )
|                                                                                                   |  |                    |        |   |               |   |         |  
|NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                                |  |                    | (2,320 | ) |               |   | 2,296   |  
|                                                                                                   |  |                    |        |   |               |   |         |  
|                                                                                                   |  |                   
|INVESTING ACTIVITIES:                                                                              |  |                    |        |   |               |   |         |  
|Purchases of property, plant and equipment                                                         |  |                    | (98    | ) |               |   | (653    | )
|                                                                                                   |  |                    |        |   |               |   |         |  
|NET CASH USED IN INVESTING ACTIVITIES                                                              |  |                    | (98    | ) |               |   | (653    | )
|                                                                                                   |  |                    |        |   |               |   |         |  
|                                                                                                   |  |                   
|FINANCING ACTIVITIES:                                                                              |  |                    |        |   |               |   |         |  
|Repayments of term loans                                                                           |  |                    | (446   | ) |               |   | (130    | )
|Borrowings under term loans                                                                        |  |                    | 1,000  |   |               |   | 225     |  
|Repayments of revolving loans                                                                      |  |                    |       |   |               |   | (39,378 | )
|Borrowings under revolving loans                                                                   |  |                    | 1,675  |   |               |   | 38,100  |  
|Proceeds from exercise of stock options                                                            |  |                    |       |   |               |   | 26      |  
|Purchase of common stock through repurchase program                                                |  |                    | (428   | ) |               |   |        |  
|Other financing activity payments                                                                  |  |                    | (16    | ) |               |   | (15     | )
|                                                                                                   |  |                    |        |   |               |   |         |  
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                                |  |                    | 1,785  |   |               |   | (1,172  | )
|                                                                                                   |  |                    |        |   |               |   |         |  
|                                                                                                   |  |                   
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                   |  |                    | (633   | ) |               |   | 471     |  
|                                                                                                   |  |                   
|CASH AND CASH EQUIVALENTS, beginning of period                                                     |  |                    | 1,628  |   |               |   | 609     |  
|                                                                                                   |  |                    |        |   |               |   |         |  
|                                                                                                   |  |                   
|CASH AND CASH EQUIVALENTS, end of period                                                           |  | $                  | 995    |   |               | $ | 1,080   |  
|                                                                                                   |  |                    |        |   |               |   |         |  
|SUPPLEMENTAL CASH FLOW DISCLOSURE                                                                  |  |                    |        |   |               |   |         |  
|Cash paid for interest                                                                             |  | $                  | 291    |   |               | $ | 341     |  
|Cash paid for income taxes                                                                         |  |                    | 8      |   |               |   | 7       |  
|Common stock issued to directors earned in previous period (Note 5)                                |  |                    | 59     |   |               |   | 90      |  

See notes to consolidated financial statements.



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CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1  BASIS OF PRESENTATION

Cybex International, Inc. (the Company or Cybex), a New York corporation, is a manufacturer of exercise equipment and develops, manufactures and markets strength and cardiovascular fitness
equipment products for the commercial and, to a lesser extent, consumer markets. Currently, most of the Companys products are sold under the brand name Cybex. The Company operates in one business segment.

The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and
footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles. In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 28, 2009 are not necessarily indicative of the results that may be expected for the entire year.

It is recommended that these consolidated financial statements be read in conjunction with the consolidated financial statements and other information included in the
Companys reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2008.

NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 157 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 applies under other
accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. This statement covers financial assets and liabilities, for which the statement is effective for fiscal years beginning
after November 15, 2007, as well as nonfinancial assets and liabilities, for which the statement is effective for fiscal years beginning after November 15, 2008. In February 2008, the FASB issued FASB Staff Position (FSP) SFAS
No. 157-1, which amends SFAS No. 157 to exclude SFAS No. 13, Accounting for Leases, and other accounting pronouncements that address fair value measurements for purposes of lease classification under SFAS No. 13,
except for assets acquired and liabilities assumed in a business combination that are required to be measured at fair value under SFAS No. 141 Business Combinations or SFAS No. 141R (revised 2007) Business
Combinations, regardless of whether those assets and liabilities are related to leases. FSP SFAS No. 157-1 is effective upon initial adoption of SFAS No. 157. The Company adopted SFAS No. 157 on January 1, 2008 for
financial assets and liabilities and on January 1, 2009 for non-financial assets and liabilities and there was no impact on its financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to
improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial condition, financial performance, and cash flows.
The Company adopted SFAS No. 161 on January 1, 2009 and included the appropriate disclosures in Note 8. The adoption of this pronouncement did not have an impact on the Companys consolidated financial condition, results of operations
or cash flows.



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NOTE 3  CONCENTRATION OF RISK AND GEOGRAPHIC SEGMENT DATA

Sales to one customer represented 14.9% and 12.8% of consolidated net sales for the three months ended March 28, 2009 and March 29, 2008, respectively. Accounts
receivable from this customer were $1,661,000 and $1,583,000 at March 28, 2009 and December 31, 2008, respectively. Sales to another customer represented 10.0% and 9.5% of consolidated net sales for the three months ended March 28,
2009 and March 29, 2008, respectively. Accounts receivable for this customer were $1,632,000 and $1,416,000 at March 28, 2009 and December 31, 2008, respectively. Sales to another customer or its franchisees represented 5.5% and 12.5%
of consolidated net sales for the three months ended March 28, 2009 and March 29, 2008, respectively. Accounts receivable from that customer and its franchisees were less than $200,000 at March 28, 2009 and December 31, 2008. No
other single customer accounted for more than 10% of the Companys net sales in these periods.

Sales outside of North America accounted for 28% and
26% of consolidated net sales for the three months ended March 28, 2009 and March 29, 2008, respectively. No single country besides the United States accounts for greater than 10% of consolidated net sales.

NOTE 4  ACCOUNTING FOR GUARANTEES

The Company arranges
equipment leases and other financings for its customers. While most of these financings are without recourse, in certain cases the Company may offer a guarantee or other recourse provisions. In such situations, the Company ensures that the
transaction between the independent leasing company and the end user customer represents a sales-type lease. The Company monitors the payment status of the lessee under these arrangements and provides a reserve under SFAS No. 5,
Accounting for Contingencies, in situations when collection of the lease payments is not probable. At March 28, 2009, the maximum contingent liability under all recourse and guarantee provisions was approximately $5,217,000. A
reserve for estimated losses under recourse provisions of $985,000 and $885,000 has been recorded based on historical experience and is included in accrued expenses at March 28, 2009 and December 31, 2008, respectively.

FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others, requires that the guarantor recognize, at the inception of certain guarantees, a liability for the fair value of the obligation undertaken in issuing such guarantees. The Company has recorded a net liability of $63,000 and $62,000 at
March 28, 2009 and December 31, 2008, respectively, in accordance with FIN 45 for the estimated fair value of the Companys guarantees issued after January 1, 2003. The fair value of the guarantees was determined based on the
estimated cost for a customer to obtain a letter of credit from a bank or similar institution. This liability is reduced on a straight-line basis over the term of each respective guarantee. In most cases, if the Company is required to fulfill its
obligations under the guarantee, it has the right to repossess the equipment from the customer. It is not practicable to estimate the approximate amount of proceeds that would be generated from the sale of these assets in such situations.

Additionally, FIN 45 requires disclosure about the Companys obligations under other guarantees that it has issued, including warranties. The Company
provides a warranty on its products for labor of one year and for parts ranging from one to ten years depending on the part and type of equipment. The accrued warranty obligation is provided at the time of product sale based on management estimates,
which are developed from historical information, and certain assumptions about future events are subject to change.

The following table sets forth the
change in the liability for product warranties during the three months ended March 28, 2009:



|                                      |  |   |            |  
|------------------------------------- |  | - | ---------- | -
|Balance as of January 1, 2009         |  | $ | 4,208,000  |  
|Payments made under warranty          |  |   | (1,430,000 | )
|Accrual for product warranties issued |  |   | 1,174,000  |  
|                                      |  |   |            |  
|Balance as of March 28, 2009          |  | $ | 3,952,000  |  
|                                      |  |   |            |  



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NOTE 5  STOCK-BASED COMPENSATION

The Company records stock-based compensation in accordance with SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R). SFAS No. 123R requires recognition in the financial
statements of the cost of employee services received in exchange for an award of equity instruments, with such cost recognized over the period that the employee is required to perform services in exchange for the award. SFAS No. 123R also
requires measurement of the cost of employee services received in exchange for an award based on the grant date fair value of the award. For the three months ended March 28, 2009, the Company recorded stock-based compensation expense of
$44,000, consisting of expenses related to stock options ($41,000) and stock issued to a director ($3,000). For the three months ended March 29, 2008, the Company recorded stock-based compensation expense of $67,000, consisting of expenses
related to stock options ($42,000), and stock to be issued to directors ($25,000).

Cybexs 2005 Omnibus Incentive Plan (Omnibus Plan) is
designed to provide incentives that will attract and retain individuals key to the success of the Company through direct or indirect ownership of the Companys common stock. The Omnibus Plan provides for the granting of stock options, stock
appreciation rights, stock awards, performance awards and bonus stock purchase awards. The Company has reserved 1,000,000 shares of common stock for issuance pursuant to the Omnibus Plan. A registration statement was filed for the Omnibus Plan and
the Company anticipates providing newly-issued shares of registered common stock upon the exercise of options and upon stock grants under the Omnibus Plan.

The terms and conditions of each award are determined by a committee of the Board of Directors of the Company. Under the Omnibus Plan, the committee may grant either qualified or nonqualified stock options with a term not to exceed ten
years from the grant date and at an exercise price per share that the committee may determine (which in the case of incentive stock options may not be less than the fair market value of a share of the Companys common stock on the date of
grant). The options generally vest over a three to five year period (with some cliff vesting).

A summary of the status of the Companys stock option
plans as of March 28, 2009 is presented below:



|                                                      |  |                 |  |                               |      |                                  |      |                |   |  
|----------------------------------------------------- |  | --------------- |  | ----------------------------- | ---- | -------------------------------- | ---- | -------------- | - | -
|                                                      |  | Number ofShares |  | WeightedAverageExercise Price |      | RemainingContractualTerm (years) |      | IntrinsicValue
|Outstanding at January 1, 2009                        |  | 674,375         |  | $                             | 2.80 |                                  |      |                |   |  
|Granted                                               |  | 20,000          |  |                               | 1.81 |                                  |      |                |   |  
|Exercised                                             |  |                |  |                               |     |                                  |      |                |   |  
|                                                      |  |                 |  |                               |      |                                  |      |                |   |  
|Outstanding at March 28, 2009                         |  | 694,375         |  | $                             | 2.78 |                                  | 4.79 |                | $ | 
|                                                      |  |                 |  |                               |      |                                  |      |                |   |  
|Options exercisable at March 28, 2009                 |  | 547,625         |  | $                             | 2.32 |                                  | 3.71 |                | $ | 
|                                                      |  |                 |  |                               |      |                                  |      |                |   |  
|Options vested and expected to vest at March 28, 2009 |  | 682,471         |  | $                             | 2.75 |                                  | 4.72 |                | $ | 
|                                                      |  |                 |  |                               |      |                                  |      |                |   |  

The intrinsic value of options exercised for the three months ended March 28, 2009 and March 29, 2008,
was $0 and $58,000, respectively.

As of March 28, 2009, there was $439,000 of total unrecognized compensation cost related to unvested share-based
compensation arrangements, which is expected to be recognized over a weighted-average period of 2.6 years.

At March 28, 2009, there are 801,000
shares available for future issuance pursuant to the 2005 Omnibus Incentive Plan.



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The Companys 2002 Stock Retainer Plan for Nonemployee Directors (2002 Plan) provides that each
nonemployee director will receive 50% of his annual retainer in shares of common stock of the Company. Up to 150,000 shares of common stock may be issued under the 2002 Plan. The issuance of shares as partial payment of annual retainers results in
expense based on the fair market value of such shares. The January 2009 issuance of shares under the 2002 Plan, which related to services performed in 2008, exhausted the authorized shares under the Plan, and the Board of Directors in February 2009
suspended its operation. During the quarter ended March 28, 2009, the Company issued 18,270 shares of common stock to the directors, which had a fair value of $59,000, related to directors fees earned in 2008, which were included in
accrued expenses at December 31, 2008. The Company recorded stock-based compensation expense of $23,000 for the quarter ended March 29, 2008 for common stock issuable to the directors for 2008 services, which was included in accrued
expenses at March 29, 2008, and was issued in 2009. During the quarter ended March 29, 2008, the Company issued 16,158 shares of common stock to the directors, which had a fair value of $90,000, related to directors fees earned in
2007, which were included in accrued expenses at December 31, 2007.

NOTE 6  INVENTORIES

Inventories consist of the following:



|                |  |               |            |                  |   |           
|--------------- |  | ------------- | ---------- | ---------------- | - | ----------
|                |  | March 28,2009 |            | December 31,2008
|Raw materials   |  | $             | 7,786,000  |                  | $ | 7,434,000 
|Work in process |  |               | 3,688,000  |                  |   | 3,140,000 
|Finished goods  |  |               | 3,405,000  |                  |   | 2,891,000 
|                |  |               |            |                  |   |           
|                |  | $             | 14,879,000 |                  | $ | 13,465,000
|                |  |               |            |                  |   |           

NOTE 7  LONG-TERM DEBT

Long-term debt consists of the following:



|                               |  |               |            |   |                  |   |            |  
|------------------------------ |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                               |  | March 28,2009 |            |   | December 31,2008 |  
|Citizens revolving credit loan |  | $             | 1,675,000  |   |                  | $ |           |  
|Citizens real estate loan      |  |               | 12,133,000 |   |                  |   | 12,263,000 |  
|Wachovia term loans            |  |               | 6,909,000  |   |                  |   | 6,225,000  |  
|                               |  |               |            |   |                  |   |            |  
|                               |  |               | 20,717,000 |   |                  |   | 18,488,000 |  
|Less  current portion         |  |               | (2,915,000 | ) |                  |   | (1,882,000 | )
|                               |  |               |            |   |                  |   |            |  
|                               |  | $             | 17,802,000 |   |                  | $ | 16,606,000 |  
|                               |  |               |            |   |                  |   |            |  

In June 2007, a $13,000,000 mortgage loan was advanced to the Company pursuant to the loan agreement dated as of
October 17, 2006 (the Citizens Loan Agreement) with RBS Citizens, National Association (Citizens). The proceeds of this loan were used to finance a portion of the acquisition of an approximate 340,000 square foot
manufacturing, office and warehouse facility located in Owatonna, Minnesota, and the loan is secured by this real estate.



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In July 2007, the Company entered into a Loan Agreement (the Wachovia Loan Agreement) with Wachovia Bank, NA
(Wachovia), which was supplemented in March 2008 and March 2009. The Wachovia Loan Agreement as supplemented provides for three term loans, the proceeds of which have financed the acquisition of machinery and equipment. $5,000,000 was
advanced pursuant to the initial term loan, $1,975,000 was advanced pursuant to the second term loan and $1,000,000 was advanced pursuant to the third term loan. The principal of the initial term loan is to be retired by sixty equal principal
payments that commenced March 1, 2008 with a maturity date of March 1, 2013, and the principal of the second term loan is to be retired by sixty equal principal payments which commenced January 1, 2009 with a maturity date of
January 1, 2014. The principal of the third term loan will be retired by a balloon payment at the maturity date of December 31, 2009. The Wachovia term loans are secured by the Companys equipment.

In July 2008, the Company entered into a credit agreement (the Citizens Credit Agreement) with Citizens, providing for a revolving line of credit of up to
the lesser of $15,000,000 or an amount determined by reference to a borrowing base composed of designated percentages of the Companys eligible accounts receivable and eligible inventory. The revolving line of credit is available to
July 1, 2011 and is secured by the Companys accounts receivable and inventory. Availability under the revolving loan fluctuates daily based on the borrowing base. At March 28, 2009, there was $13,325,000 unused availability under the
revolving line of credit.

Prior to April 1, 2009, the Citizens revolving line of credit bore interest at a floating rate equal to LIBOR plus 1.25% or
the prime rate minus 1% and after such date bears interest at LIBOR plus 2.25%. Prior to April 1, 2009, the Citizens real estate loan bore interest at a floating rate equal to LIBOR plus 1.2% per annum and after such date bears interest at
LIBOR plus 2.25%. Prior to April 1, 2009, the Wachovia initial and second term loans bore interest at LIBOR plus 1.2% to 1.45% based on a performance grid and after such date these term loans bear interest at LIBOR plus 2.25%. The third term
loan from Wachovia bears interest at LIBOR plus 2.25%. The prime rate was 3.25% and LIBOR was .52% at March 28, 2009.

The average outstanding
revolving loan balance for the three months ended March 28, 2009 and March 29, 2008 was $759,000 and $1,305,000, respectively, and the weighted average interest rate was 1.09% and 6%, respectively. Interest expense on the revolving loans
was $11,000 and $41,000 for the three months ended March 28, 2009 and March 29, 2008, respectively.Interest expense on the Wachovia term loans was $68,000 and $60,000 for the three months ended March 28, 2009 and
March 29, 2008, respectively. Interest expense on the Citizens real estate loan was $214,000 and $223,000 for the three months ended March 28, 2009 and March 29, 2008, respectively.

The Citizens and Wachovia credit facilities require the Company to maintain certain financial covenants, such as maintaining a minimum debt service coverage ratio and a
maximum leverage ratio. At March 28, 2009, the Company failed to meet certain of these covenants. The Company has entered into amendments to its credit facilities, pursuant to which the lenders have waived the failure to meet these financial
covenants for the quarter ended March 28, 2009. The Wachovia amendment also increases the interest rate on two of the term loans, modifies the financial covenants, and increases the collateral for the term loans to include all of the
Companys equipment. The Citizens amendment also increases the interest rate on the credit facilities, cross-collateralizes the two Citizens credit facilities, limits the ability to include foreign accounts receivable within the borrowing base
calculation for the revolving line of credit, and amends the financial and certain other covenants contained in the credit facilities. The Company expects to be in compliance with all financial covenants for the foreseeable future. The
Companys credit agreements contain cross default provisions to each other.



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At March 28, 2009 long-term debt maturities are as follows:



|                                       |  |   |            |  
|-------------------------------------- |  | - | ---------- | -
|Remainder of 2009                      |  | $ | 2,436,000  |  
|2010                                   |  |   | 1,915,000  |  
|2011                                   |  |   | 3,590,000  |  
|2012                                   |  |   | 1,915,000  |  
|2013                                   |  |   | 1,165,000  |  
|Thereafter                             |  |   | 9,696,000  |  
|                                       |  |   |            |  
|                                       |  |   | 20,717,000 |  
|Less current portion of long-term debt |  |   | (2,915,000 | )
|                                       |  |   |            |  
|                                       |  | $ | 17,802,000 |  
|                                       |  |   |            |  

NOTE 8  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company uses certain financial derivatives to mitigate its exposure to volatility in foreign currency exchange rates and interest rates. The Company uses these
derivative instruments to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes.

Foreign currency forward contracts are utilized to hedge the foreign currency exposure on sales made in the UK in British Sterling. The Companys UK sales are denominated in British Sterling, while its purchases of inventory from the
Company are paid in US dollars. These contracts are not designated as hedging instruments under SFAS No. 133; accordingly changes in their fair value are recognized in selling, general and administrative expense in the consolidated statement of
operations. Interest rate swap agreements are utilized to reduce the impact of changes in interest rates on certain debt. These agreements are currently designated as cash flow hedges, therefore the unrealized gains and losses are recorded in
accumulated other comprehensive loss.

In February 2006, the Company entered into a series of 13 monthly forward contracts that began on April 1, 2006
with the final contract completed April 1, 2007, whereby the Company paid a bank 150,000 British Sterling and the bank paid the Company $265,000 each month. In March 2007, the Company entered into a series of 13 monthly forward contracts that
began on April 30, 2007, whereby the Company paid a bank 150,000 British Sterling and the bank paid the Company $290,000 each month. In November, 2007, the Company entered into a series of 13 monthly forward contracts that began on May 30,
2008, whereby the Company paid a bank 150,000 British Sterling and the bank paid the Company $309,000 each month. This agreement was amended February 9, 2009 whereby the existing contract ended February 27, 2009. In February 2009, the
Company entered into a series of 10 monthly forward contracts that began on March 31, 2009, whereby the Company will pay a bank 130,000 British Sterling and the bank will pay the Company $213,512 each month.

In June 2006, the Company entered into a forward starting interest rate swap agreement with Citizens which commenced on June 29, 2007 to hedge the LIBOR-based
Citizens real estate loan. The notional amount of the swap amortizes based on the same amortization schedule as the Citizens Loan Agreement and the hedged item (one-month LIBOR) is the same as the basis for the interest rate on the loan. The swap
effectively converts the rate from a floating rate based on LIBOR to a fixed rate which prior to April 1, 2009 equaled 6.95% and after such date equals an 8.00% fixed rate throughout the duration of the loan. The swap and interest payments on
the debt settle monthly. The real estate loan and the swap both mature on July 2, 2014. There was no initial cost of the interest rate swap. The change in fair value of the swap resulted in income of $289,000 for the six months ended
June 30, 2007. Effective June 27, 2007, the Company designated the interest rate swap as a derivative hedging instrument and, accordingly, changes in the fair value of this swap after such date are recorded as a component of accumulated
other comprehensive loss.



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In November 2007, the Company entered into a forward starting interest rate swap agreement with Wachovia, which commenced
on March 3, 2008, which is intended to hedge the initial LIBOR-based Wachovia term loan. The notional amount of the swap amortizes based on the same amortization schedule as the initial Wachovia term loan and the hedged item (one-month LIBOR)
is the same as the basis for the interest rate on the loan. The swap effectively converts the rate from a floating rate based on LIBOR to a fixed rate which prior to April 1, 2009 equaled 5.76% or 6.01% rate based on a performance grid, and
after April 1, 2009 equals a 6.81% rate throughout the duration of the swap. The swap and interest payments on the debt settle monthly. The term loan matures March 1, 2013 and the swap matures on March 1, 2011. There was no initial
cost of the interest rate swap. The Company determined the interest rate swap qualifies as a derivative hedging instrument and, accordingly, changes in the fair value of this swap are recorded as a component of accumulated other comprehensive loss.

The Company adopted SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, on January 1, 2009, and has
included the expanded disclosures required by that statement.

The following table presents the fair values of derivatives included within the consolidated
balance sheets:



|                                                                      |  |                   |         |                       |   |                      |  |                          |  |                  |           |                      |   |           |  |                 
|--------------------------------------------------------------------- |  | ----------------- | ------- | --------------------- | - | -------------------- |  | ------------------------ |  | ---------------- | --------- | -------------------- | - | --------- |  | ----------------
|                                                                      |  | Asset Derivatives |         | Liability Derivatives
|                                                                      |  | Fair Value        |         |                       |   | Fair Value           |  |                         
|                                                                      |  | March 28,2009     |         | December 31,2008      |   | BalanceSheetLocation |  | March 28,2009            |  | December 31,2008 |           | BalanceSheetLocation
|Derivatives designated as hedging instruments under SFAS No. 133:     |  |                   |         |                       |   |                      |  |                          |  |                  |           |                      |   |           |  |                 
|Interest rate swap agreements                                         |  | $                 |        |                       | $ |                     |  |                         |  | $                | 2,084,000 |                      | $ | 2,304,000 |  | OtherLiabilities
|                                                                      |  |                   |         |                       |   |                     
|Derivatives not designated as hedging instruments under SFAS No. 133: |  |                   |         |                       |   |                      |  |                          |  |                  |           |                      |   |           |  |                 
|Foreign currency forward contracts                                    |  | $                 | 273,000 |                       | $ | 462,000              |  | Prepaidexpensesand other |  | $                |          |                      | $ |          |  |                

The following table presents the amounts affecting the consolidated statements of operations and accumulated other
comprehensive loss for the three months ending March 28, 2009 and March 29, 2008:



|                                                                    |                    |                                                                         |          |                    |                                                                                        |   |                |   |  |                |                                              |   |  |   |         |  
|------------------------------------------------------------------- | ------------------ | ----------------------------------------------------------------------- | -------- | ------------------ | -------------------------------------------------------------------------------------- | - | -------------- | - |  | -------------- | -------------------------------------------- | - |  | - | ------- | -
|Derivatives in SFAS No. 133 Cash Flow HedgingRelationship           |                    | Amount of Gain (Loss) Recognized inOther Comprehensive Loss, net of tax |          |                    | Amount of Gain (Loss) Reclassified fromAccumulated Other Comprehensive Loss intoincome |  
|                                                                    | Three Months Ended |                                                                         |          | Three Months Ended |                                                                                       
|                                                                    | March 28, 2009     |                                                                         |          | March 29, 2008     |                                                                                        |   | March 28, 2009 |   |  | March 29, 2008 |                                             
|Interest rate swap agreements                                       |                    | $                                                                       | 128,000  |                    |                                                                                        | $ | (374,000       | ) |  | $              | (201,000                                     | ) |  | $ | (72,000 | )
|                                                                    |                    |                                                                        
|Derivatives Not Designated as Hedging Instruments underSFAS No. 133 |                    | Amount of Gain (Loss) Recognized inIncome on Derivatives                |          |                    | Location of Gain (Loss) Recognized in IncomeOn Derivatives                             |  
|                                                                    | Three Months Ended |                                                                         |         
|                                                                    | March 28, 2009     |                                                                         |          | March 29, 2008     |                                                                                        |  
|Foreign currency forward contracts                                  |                    | $                                                                       | (189,000 | )                  |                                                                                        | $ | 26,000         |   |  |                | Selling, general and administrative expenses |  

See Note 9  Fair Value of Financial Instruments for a description of how the above financial instruments are
valued in accordance with SFAS No. 157.



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The Company is exposed to credit-related losses in the event of non-performance by counterparties to these financial
instruments. The counterparties to all derivative transactions are major financial institutions with investment grade credit ratings, and although no assurances can be given, the Company does not expect any of the counterparties to fail to meet its
obligations. The credit exposure related to these financial instruments is represented by the fair value of contracts with a positive fair value at the reporting date. As of March 28, 2009, the Companys exposure to the failure of its
counterparties is immaterial.

NOTE 9  FAIR VALUE OF FINANCIAL INSTRUMENTS

In September 2006, the FASB issued SFAS No. 157 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This statement became effective
for the Company for financial assets and liabilities on January 1, 2008, and on January 1, 2009 for nonfinancial assets and liabilities.

The
following table presents the Companys financial assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability
of the inputs used to determine fair value.



|                                         |                          |                                           |                                                             |  |                                             |  |                                        |           |  |  
|---------------------------------------- | ------------------------ | ----------------------------------------- | ----------------------------------------------------------- |  | ------------------------------------------- |  | -------------------------------------- | --------- |  | -
|                                         |                          | Fair Value Measurements at March 28, 2009
|                                         | Balance atMarch 28, 2009 |                                           | Quoted Prices inActive Markets forIdentical Assets(Level 1) |  | Significant OtherObservable Inputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Foreign currency forward contract assets |                          | $                                         | 273,000                                                     |  |                                            |  | $                                      | 273,000   |  | 
|                                         |                          |                                           |                                                             | 
|Interest rate swap liabilities           |                          | $                                         | 2,084,000                                                   |  |                                            |  | $                                      | 2,084,000 |  | 

The valuation of the foreign currency forward contracts and interest rate swap agreements are based on quoted
prices from the counterparties that value these instruments using proprietary models and market information at the date presented, as well as consideration of the impact of the risk of non-performance of the counterparty and the Company.

There were no non-financial assets or liabilities subject to measurement at fair value on a non-recurring basis at March 28, 2009.

NOTE 10  STOCKHOLDERS EQUITY

Preferred Stock:

The Companys Board has the ability to issue, without approval by the common shareholders, up to 500,000 shares of $1 par value preferred stock having
rights and preferences as the Board may determine in its sole discretion.



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Common Stock:

On
November 3, 2008, the Companys Board of Directors authorized the repurchase of up to 1 million shares of its common stock. The Company intends to purchase shares of its stock in open market transactions or through privately
negotiated transactions, subject to market conditions and other factors. This stock repurchase program does not have an expiration date. Through December 31, 2008, the Company purchased 120,000 shares for $252,000 pursuant to this program. For
the three months ended March 28, 2009, the Company purchased 404,000 shares for $428,000 pursuant to this program.

At March 28, 2009, there are
1,503,625 shares of common stock reserved for future issuance pursuant to the exercise or issuance of stock options and warrants.

Warrants:

At March 28, 2009, warrants to purchase 8,250 shares of common stock at $.10 per share were outstanding, which expire on August 4, 2009.

Comprehensive Income (loss):

Comprehensive income (loss) is the change in
equity of a business enterprise from transactions and other events and circumstances from non-owner sources. Excluding net income (loss), the components of comprehensive income (loss) are from foreign currency translation adjustments and changes in
the fair value of hedging instruments.

The following summarizes the components of comprehensive income (loss):



|                                            |  |                    |            |   |               |   |           |  
|------------------------------------------- |  | ------------------ | ---------- | - | ------------- | - | --------- | -
|                                            |  | Three Months Ended |           
|                                            |  | March 28,2009      |            |   | March 29,2008 |  
|Net income (loss)                           |  | $                  | (1,407,000 | ) |               | $ | 1,318,000 |  
|Other comprehensive income (loss):          |  |                    |            |   |               |   |           |  
|Foreign currency translation adjustment     |  |                    | (33,000    | ) |               |   | 4,000     |  
|Change in fair value of hedges (net of tax) |  |                    | 128,000    |   |               |   | (374,000  | )
|                                            |  |                    |            |   |               |   |           |  
|Comprehensive income (loss)                 |  | $                  | (1,312,000 | ) |               | $ | 948,000   |  
|                                            |  |                    |            |   |               |   |           |  

The following summarizes the components of accumulated other comprehensive loss at March 28, 2009 and
December 31, 2008:



|                                            |  |               |            |   |                  |   |            |  
|------------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                            |  | March 28,2009 |            |   | December 31,2008 |  
|Cumulative translation adjustment           |  | $             | (1,184,000 | ) |                  | $ | (1,151,000 | )
|Change in fair value of hedges (net of tax) |  |               | (1,164,000 | ) |                  |   | (1,292,000 | )
|                                            |  |               |            |   |                  |   |            |  
|Total                                       |  | $             | (2,348,000 | ) |                  | $ | (2,443,000 | )
|                                            |  |               |            |   |                  |   |            |  



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NOTE 11  NET INCOME (LOSS) PER SHARE

The table below sets forth the reconciliation of the basic and diluted net income (loss) per share computations:



|                                                             |  |                    |  |              
|------------------------------------------------------------ |  | ------------------ |  | -------------
|                                                             |  | Three Months Ended
|                                                             |  | March 28,2009      |  | March 29,2008
|Shares used in computing basic net income (loss) per share   |  | 17,424,000         |  | 17,367,000   
|Dilutive effect of options and warrants                      |  |                   |  | 351,000      
|                                                             |  |                    |  |              
|Shares used in computing diluted net income (loss) per share |  | 17,424,000         |  | 17,718,000   
|                                                             |  |                    |  |              

For the three months ended March 28, 2009, options to purchase 694,000 shares of common stock at exercise
prices ranging from $1.22 to $7.37 per share were outstanding but were not included in the computation of diluted net income (loss) per share as the result would be anti-dilutive. For the three months ended March 29, 2008, options to purchase
186,000 shares of common stock at exercise prices ranging from $4.31 to $7.37 per share were outstanding but were not included in the computation of diluted net income (loss) per share as the result would be anti-dilutive.

NOTE 12  CONTINGENCIES

Litigation

United Leasing, Inc. v. Cybex International, Inc., et al.

The
Company on February 25, 2009 was served with an Amended Complaint which added the Company and its wholly owned subsidiary, Cybex Capital Corp. (collectively with the Company referred to herein as Cybex), as additional defendants in this action
originally venued in the Circuit Court for Williamson County, State of Tennessee. The plaintiff, United Leasing, Inc., provided a series of lease financings for the sale of Cybex equipment by an independent dealer, also a defendant in the action.
The plaintiff alleges that it was induced to finance in excess of the purchase price for the equipment due to alleged rebates made by the independent dealer to the purchaser/lessee which has since entered bankruptcy. Cybex provided limited
guarantees of certain of the leases, and the plaintiff now asserts that Cybex participated in the alleged rebates. The Amended Complaint included claims for breach of contract, conversion, intentional/fraudulent misrepresentation, fraudulent
concealment and civil conspiracy. The plaintiff seeks from Cybex an unspecified amount of compensatory and punitive damages, including repurchase of the leases; damages in the amount of the alleged rebates, stated to be at least $350,000; payment of
the lease guarantees, stated to be at least $365,000 plus one-half of the remaining balance of one lease; and interest, costs and counsel fees.

During
March 2009, this action was removed to the United States District Court for the Middle District of Tennessee, and Cybex filed an Answer denying all material allegations of the Amended Complaint, other than admitting it had provided limited
guarantees of certain of the leases at issue. While Cybex has asserted that the plaintiffs acts and omissions have relieved Cybex of liability under the lease guarantees, a reserve for the estimated amount of the guarantee obligation is
included in accrued expenses at March 28, 2009, should it be determined that Cybex remains responsible thereunder.

The Company is involved in certain
other legal actions, contingencies and claims arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Companys financial position,
results of operations or cash flows. Legal fees related to those matters are charged to expense as incurred.



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Product Liability

As
of December 31, 2008, the Company accrued $5,000,000 for a product liability claim and a corresponding receivable for a liability claim estimated to be recoverable under the Companys insurance policies. This $5,000,000 accrual was
included as a component of other liabilities and the $5,000,000 insurance recoverable was included as a component of other assets at March 28, 2009 and December 31, 2008.

NOTE 13  INCOME TAXES

In 2002, the Company established a full valuation allowance against its net deferred tax
assets. Management, on a quarterly basis, reevaluates the need for this valuation in accordance with SFAS No. 109, Accounting for Income Taxes, based upon the existence of various factors. Based on this re-evaluation, the Company
reduced the valuation allowance by $5,377,000 in 2007. For the three months ended March 28, 2009 and March 29, 2008, an income tax provision (benefit) of (37.2%) and 42.7% of income (loss) before taxes was recorded, totaling
($834,000) and $982,000, respectively.

At December 31, 2008, U.S. federal net operating loss carryforwards of approximately $16,009,000 were
available to offset future taxable income and, as of such date, the Company had foreign net operating loss carryforwards of $4,426,000, which have an unlimited life, federal alternative minimum tax credit carryforwards of $670,000, which do not
expire, and federal research and development tax credit carryforwards of $251,000, which began to expire in 2008 and various net operating loss and credit carryforwards for state tax purposes. The U.S. federal operating loss carryforwards begin to
expire in 2020.

Approximately $36,000,000 of income before income taxes is needed to fully realize the Companys recorded net deferred tax asset and
$40,000,000 of future taxable income is needed to fully realize the Companys deferred tax assets. The difference between this figure and the net operating loss carryforwards and credits is primarily book versus tax differences related to
various expenses.

The net deferred tax asset balance of $14,032,000 at March 28, 2009 represents the amount that management believes is
more-likely-than-not to be realized, and the remaining valuation allowance at March 28, 2009 is $1,666,000. Management will continue to assess the need for the remaining valuation allowance in future periods.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement
No. 109 (FIN 48) on January 1, 2007. There was no impact on the Companys financial position upon adoption and there have been no material changes through March 28, 2009.



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

CAUTIONARY STATEMENT FOR FORWARD LOOKING INFORMATION

Statements included in this Managements Discussion and
Analysis of Financial Condition and Results of Operations may contain forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made below.
These include, but are not limited to, competitive factors, technological and product developments, market demand, economic conditions, the resolution of litigation involving us, and our ability to comply with the terms of our credit facilities.
Further information on these and other factors which could affect our financial results can be found in our reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K, including Part I thereof, our Current
Reports on Form 8-K, this Form 10-Q and the proxy statement dated March 26, 2009.

OVERVIEW AND OUTLOOK

We are a New York corporation that develops, manufactures and markets high performance, professional quality exercise equipment products for the commercial market and, to
a lesser extent, the premium segment of the consumer market.

We estimate that commercial sales represent more than 90% of our total net sales. Our
financial performance can be affected when, in times of economic uncertainty, our commercial customers, particularly fitness clubs, become cautious in making expansion investments and reduce their capital expenditures for items such as the fitness
equipment offered by us.

While our net sales for 2008 marginally increased over the prior year, our net sales in the fourth quarter of 2008 and the first
quarter of 2009 were about 10% and 27%, respectively, below net sales in the corresponding prior year period. We believe that this sales decline largely reflects our commercial customers, particularly fitness clubs, being cautious in making capital
investments due to economic conditions, both generally and in the fitness industry.

While we cannot be certain how long these conditions will persist or
the extent that these conditions will affect our financial performance, we expect sales to continue to be negatively impacted by the economy. We further expect that sales will rebound as the economy recovers.

We have taken various steps to reduce expenses in response to the decline in our sales. These steps have included a first quarter 2009 work force reduction of about 5%
and a second quarter 2009 wage reduction of 3% or 5% for all employees to remain in place while sales continue at a reduced level. We intend to monitor general economic conditions and our sales performance and, if warranted, may effect further cost
saving measures during the year.

The foregoing statements are based on current expectations. These statements are forward-looking and actual results may
differ materially. In particular, the continued uncertainties in U.S. and global economic conditions and in the fitness industry make it particularly difficult to predict product demand and other related matters and may preclude us from achieving
expected results.



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RESULTS OF OPERATIONS

NET SALES

Our net sales decreased $10,858,000, or 27%, to $28,922,000 for the first quarter of 2009 from $39,780,000 for the first quarter
of 2008. The first quarter decrease in 2009 was attributable to a decrease of sales of cardiovascular products of $4,947,000, or 25%, to $15,230,000, and decreased sales of strength training products of $5,791,000, or 36%, to $10,262,000, along with
decreased freight, parts and other sales of $120,000, or 3%, to $3,430,000. The sales decline was generally throughout our product offerings and we believe was reflective of economic conditions, generally and in the fitness industry.

GROSS MARGIN

Gross margin decreased to 27.3% in the first quarter of
2009 from 35.6% in the prior year first quarter. Direct material as a percentage of sales increased by 6.7% due to higher comparative levels of steel pricing in the first quarter 2009 compared to the corresponding 2008 period, and product mix.
Manufacturing overhead as a percentage of sales increased by 1.9% due to lower volumes, and warranty expense increased as a percentage of sales by .5%. Direct labor as a percentage of sales decreased by .8% in the first quarter of 2009 compared to
the comparable period in 2008.

The price of steel, a major component of our products, fluctuates from time to time. Prices for steel were higher in the
first quarter of 2009 compared to the first quarter of 2008. However, we expect our steel costs to decrease in the second quarter of 2009.

SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses, decreased by $1,662,000, or 14%, to $9,863,000 in the first quarter
of 2009 compared to $11,525,000 in the first quarter of 2008, predominantly due to a decrease in product development costs ($776,000) and a decrease in domestic and international selling and marketing expenses ($523,000). In response to economic
conditions, we have effectuated various cost reductions, most of which will be realized after the first quarter 2009. We expect that these steps will result in selling, general and administrative expenses continuing at a reduced level for the next
several quarters. Selling, general and administrative expenses represented 34% of sales for the first quarter of 2009, compared to 29% of sales for the comparable 2008 period.

NET INTEREST EXPENSE

Net interest expense decreased by $70,000 or 20% in the first quarter of 2009 compared to the
corresponding period of 2008 due primarily to lower rates.

INCOME TAXES

We recorded an income tax expense (benefit) of ($834,000) and $982,000 for the three months ended March 28, 2009 and March 29, 2008, respectively. In 2002, we established a valuation allowance against all of
our deferred tax assets. On a quarterly basis, we reevaluate the need for this valuation allowance in accordance with SFAS No. 109, Accounting for Income Taxes based upon the existence of various factors. Based on this reevaluation,
we reduced the valuation allowance by $5,244,000 effective September 29, 2007.

The effective tax (benefit) rate was (37.2%) and 42.7% for the
three months ended March 28, 2009 and March 29, 2008, respectively. Actual cash outlays for taxes continue to be reduced by the available operating loss carryforwards.



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As of December 31, 2008, U.S. federal operating loss carryforwards of approximately $16,009,000 were available to us
to offset future taxable income and, as of such date, we also had foreign net operating loss carryforwards of $4,426,000, federal alternative minimum tax credit carryforwards of $670,000 and federal research and development tax credit carryforwards
of $251,000. The net deferred tax asset balance of $14,032,000 at March 28, 2009 represents the amount that we believe is more-likely-than-not to be realized, and the remaining valuation allowance at March 28, 2009 is $1,666,000. If the
estimates and related assumptions relating to the likely utilization of the deferred tax asset change in the future, the valuation allowance may change accordingly.

We adopted the provisions of FIN 48 on January 1, 2007. There was no impact on our financial position upon adoption and there have been no material changes through March 28, 2009.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

As of
March 28, 2009, we had working capital of $20,745,000 compared to $20,929,000 at December 31, 2008. The net decrease in working capital is primarily due to a $1,033,000 increase in the current portion of long term debt and a $484,000
increase in accounts payable, offset by a $1,414,000 increase in inventory levels reflecting the buildup of finished goods, Home Arc Trainers and TV monitor components.

For the three months ended March 28, 2009, we used $2,320,000 of cash flow for operating activities compared to generating $2,296,000 of cash for the three months ended March 29, 2008. The increase in cash
used by operating activities is primarily due to a net loss in 2009 compared to the prior period net income, the increase in inventory levels and a decrease in accrued expenses.

Cash used in investing activities of $98,000 during the three months ended March 28, 2009 consisted of purchases of computer hardware and infrastructure of $67,000 and purchases of manufacturing tooling and
equipment of $31,000, primarily for the manufacture of new products. Cash used in investing activities of $653,000 during the three months ended March 29, 2008 consisted of purchases of manufacturing tooling and equipment of $366,000, primarily
for the manufacture of new products, and computer hardware and infrastructure of $287,000. Capital expenditures for the balance of 2009 are being evaluated and will depend on the sales and profitability levels of the business.

Cash provided by financing activities was $1,785,000 for the three months ended March 28, 2009, consisting primarily of $1,675,000 of borrowings under the Citizens
revolving credit loan and the $1,000,000 Wachovia third term loan, offset by $446,000 of term loan repayments and $428,000 for purchases of treasury stock through a repurchase program. Cash used in financing activities was $1,172,000 for the three
months ended March 29, 2008, consisting primarily of debt repayments.

We have credit facilities with RBS Citizens, National Association
(Citizens) and Wachovia Bank, N.A. (Wachovia). Our Citizens Credit Agreement provides a revolving line of credit of up to the lesser of $15,000,000 or an amount determined by reference to a borrowing base. Our Citizens Loan
Agreement provided for a $13,000,000 real estate loan which was advanced in 2007 to finance the acquisition of our Owatonna facility. We entered into the Wachovia Loan Agreement in 2007, providing for a term loan to finance the acquisition of
machinery and equipment. The Wachovia Loan Agreement was supplemented in 2008 and 2009 to provide additional term loans to finance the acquisition of machinery and equipment. A total of $5,000,000, $1,975,000, and $1,000,000, respectively, was
advanced under the initial, second and third Wachovia term loans.

The Citizens revolving line of credit is secured by our accounts receivable and
inventory, and matures July 1, 2011. The Citizens real estate loan is secured by a mortgage on the Owatonna facility and matures on July 2, 2014. The Wachovia loans are secured by our equipment. The first Wachovia term loan matures on
March 1, 2013, the second term loan matures on January 1, 2014 and the third term loan matures on December 31, 2009.



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At March 28, 2009, there were outstanding $1,675,000 in revolving credit loans, a $12,133,000 real estate loan and
$6,909,000 in term loans. Availability under the revolving loan fluctuates daily. At March 28, 2009, there was $13,325,000 in unused availability under the working capital revolving loan facility. Our credit facilities include financial
covenants. We failed to meet certain of these covenants at March 28, 2009, and obtained a waiver from each lender for the quarter then ended. We expect to be in compliance with all financial covenants for the foreseeable future.

In November 2008, we announced that our Board of Directors authorized a stock repurchase program of up to one million shares of our common stock. There is no requirement
that any level of purchases up to the maximum be made under this program, and the timing, amount and cost of any purchase depends upon various factors, including our stock price and market conditions. Through March 28, 2009, 524,400 shares had
been repurchased under this program with an aggregate cost to us of $680,000.

We rely upon cash flows from our operations and borrowings under our credit
facilities to fund our working capital and capital expenditure requirements. A decline in sales or margins or a failure to remain in compliance with the terms of our credit facilities could result in having insufficient funds for such purposes. We
believe that our expected cash flows and the availability under our revolving line of credit are sufficient to fund our general working capital and capital expenditure needs for at least the next 12 months.

As of December 31, 2008, we had approximately $20,435,000 in net operating loss carry forwards, substantially all of which will be available to offset future
taxable income.

CONTRACTUAL OBLIGATIONS

The following
is an aggregated summary of the Companys obligations and commitments to make future payments under various agreements:



|                                                         |  |       |            |                   |   |                   |  |                   |            |                 |   |           |  |   |          
|-------------------------------------------------------- |  | ----- | ---------- | ----------------- | - | ----------------- |  | ----------------- | ---------- | --------------- | - | --------- |  | - | ---------
|Contractual obligations:                                 |  | TOTAL |            | Less Than OneYear |   | One to ThreeYears |  | Four to FiveYears |            | After FiveYears
|Debt                                                     |  | $     | 20,717,000 |                   | $ | 2,915,000         |  | $                 | 5,505,000  |                 | $ | 2,764,000 |  | $ | 9,533,000
|Interest due including impact of interest rate swaps (a) |  |       | 5,445,000  |                   |   | 1,339,000         |  |                   | 2,034,000  |                 |   | 1,772,000 |  |   | 300,000  
|Capital lease obligations (b)                            |  |       | 6,000      |                   |   | 6,000             |  |                   |           |                 |   |          |  |   |         
|Operating lease commitments                              |  |       | 945,000    |                   |   | 524,000           |  |                   | 363,000    |                 |   | 58,000    |  |   |         
|Purchase obligations                                     |  |       | 17,723,000 |                   |   | 13,527,000        |  |                   | 4,196,000  |                 |   |          |  |   |         
|                                                         |  |       |            |                   |   |                   |  |                   |            |                 |   |           |  |   |          
|                                                         |  | $     | 44,836,000 |                   | $ | 18,311,000        |  | $                 | 12,098,000 |                 | $ | 4,594,000 |  | $ | 9,833,000
|                                                         |  |       |            |                   |   |                   |  |                   |            |                 |   |           |  |   |          



|(a) | This includes fixed rates of 8.00% and 6.81% per the interest rate swap agreements.
|--- | -----------------------------------------------------------------------------------

|(b) | Includes future interest obligation.
|--- | ------------------------------------

We have agreements with our named
executive officers that provide for severance payments to the officer in the event the employee is terminated without cause or, in certain situations, the officer resigns after a change of control. The estimated maximum cash exposure under these
agreements, assuming the employment of the officers terminated effective as of December 31, 2008, was $3,095,000. The actual amounts to be paid can only be determined at the time of the executive officers separation from the Company.



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OFF-BALANCE SHEET ARRANGEMENTS

We have a lease financing program whereby we arrange equipment leases and other financing for certain commercial customers for selected products. These leases are sales-type leases and are generally for terms of three
to five years, at which time title transfers to the lessee. While most of these financings are without recourse, in certain cases we may offer a guarantee or other recourse provisions. At March 28, 2009, the maximum contingent liability under
all recourse provisions was approximately $5,217,000. A reserve for estimated losses under recourse provisions of $985,000 has been recorded based upon historical experience, and is included in accrued liabilities at March 28, 2009.

CRITICAL ACCOUNTING POLICIES

The preparation of financial
statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to the allowance for doubtful
accounts, realizability of inventory, reserves for warranty obligations, reserves for legal matters and product liability, recoverability of goodwill and valuation of deferred tax assets. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions, which could materially impact the Companys results of operations and financial position. These critical accounting policies and estimates have
been discussed with the Companys audit committee.

Allowance for doubtful accounts. Management performs ongoing credit
evaluations of customers and adjusts credit limits based upon payment history and the customers current credit worthiness, as determined by a review of their current credit information. Management continuously monitors collections and payments
from customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. If the financial condition of a specific customer or the Companys
general customer base were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Realizability of inventory. The Company values inventory at the lower of cost or market. Management regularly reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on estimated
forecasts of product demand and historical usage, after considering the impact of new products. If actual market conditions and product demand are less favorable than projected, additional inventory write-downs may be required.

Warranty reserve. All products are warranted one year of labor and up to ten years for structural frames. Warranty periods for parts range from
one to ten years depending on the part and the type of equipment. A warranty liability is recorded at the time of product sale based on estimates that are developed from historical information and certain assumptions about future events. Future
warranty obligations are affected by product failure rates, usage and service costs incurred in addressing warranty claims. These factors are impacted by the level of new product introductions and the mix of equipment sold to the commercial and
consumer markets. If actual warranty costs differ from managements estimates, adjustments to the warranty liability would be required.

Legal matters. The Company will record a reserve related to certain legal matters for which it is probable that a loss has been incurred and the range of such loss can be determined. With respect to other matters, management has
concluded that a loss is only possible or remote and, therefore, no loss is recorded. As additional information becomes available, the Company will continue to assess whether losses from legal matters are probable, possible, or remote, and the
adequacy of accruals for probable loss contingencies.



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Product liability reserve.Due to the nature of its products, the Company is involved in
certain pending product liability claims and lawsuits. The Company maintains product liability insurance coverage subject to deductibles. Reserves for self-insured retention, including claims incurred but not yet reported, are included in accrued
expenses in the accompanying consolidated balance sheets, based on managements review of outstanding claims and claims history and consultation with its third-party claims administrators. If actual results vary from managements
estimates, adjustments to the reserve would be required.

As of December 31, 2008, the Company accrued $5,000,000 for a product
liability claim and a corresponding receivable for a liability claim estimated to be recoverable under the Companys insurance policies. This $5,000,000 accrual was included as a component of other liabilities and the $5,000,000 insurance
recoverable was included as a component of other assets at March 28, 2009 and December 31, 2008.

Valuation of deferred tax
assets.In 2002, the Company established a full valuation allowance against its net deferred tax assets. On a quarterly basis, management reevaluates the need for this valuation allowance in accordance with SFAS No. 109, Accounting
for Income Taxes, due to the existence of various factors. Based on this reevaluation, the Company reduced the valuation allowance by $5,377,000 in 2007. The net deferred tax asset balance of $14,032,000 at March 28, 2009 represents the
amount that management believes is more-likely-than-not to be realized and the remaining valuation allowance at March 28, 2009 is $1,666,000. Management will continue to assess the need for the remaining valuation allowance in future
periods.Approximately $36,000,000 of income before income taxes is needed to fully realize the Companys recorded net deferred tax asset and $40,000,000 of future taxable income is needed to fully realize the Companys deferred tax
assets. The difference between total deferred tax assets and the net operating loss carryforwards and credits is primarily book versus tax differences of various expenses. If the estimates and related assumptions relating to the likely utilization
of the deferred tax asset change in the future, the valuation allowance may change accordingly.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

There
have been no material changes in market risks from the disclosure within the Companys Report on Form 10-K for the year ended December 31, 2008.



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

The Company carried out an evaluation,
under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys controls and procedures pursuant to Rule 13a-15 under the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company (including its consolidated subsidiaries) in its periodic filings with the Securities and Exchange Commission is recorded, processed, summarized and reported within the
time periods specified in the Commissions rules and forms. There has been no change in the Companys internal control over financial reporting during the quarter covered by this report that has materially affected, or is reasonably likely
to materially affect, the Companys internal control over financial reporting.



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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

United Leasing, Inc. v. Cybex International, Inc., et al.

See Part I Item 3 of the
Companys Report on Form 10-K for the year ended December 31, 2008 for a description of these proceedings. During March 2009, this action was removed to the United States District Court for the Middle District of Tennessee, and Cybex filed
an Answer denying all material allegations of the Amended Complaint, other than admitting it had provided limited guarantees of certain of the leases at issue.

ITEM 1A. RISK FACTORS

There are no material changes to the risk factors
previously disclosed in Item 1A, Part I of the Companys Report on Form 10-K for the year ended December 
31, 2008.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to repurchases by the Company of its common shares during the first quarter of 2009:

Issuer Purchases of Equity Securities



|                 |  |                                   |  |                                |      |                                                                                   |         |                                                                           |        
|---------------- |  | --------------------------------- |  | ------------------------------ | ---- | --------------------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------- | -------
|Period           |  | (a)Total Number ofSharesPurchased |  | (b)Average PricePaid per Share |      | (c)Total Number ofSharesPurchased asPart of
PubliclyAnnouncedPlans orPrograms (1) |         | (d)Maximum Numberof Shares that MayYet be Purchasedunder
Plans orPrograms
|1/1/09  1/31/09 |  |                                  |  |                                |     |                                                                                   |        |                                                                           |       
|2/1/09  2/28/09 |  |                                  |  |                                |     |                                                                                   |        |                                                                           |       
|3/1/09  3/28/09 |  | 404,400                           |  | $                              | 1.06 |                                                                                   | 404,400 |                                                                           | 475,600
|                 |  |                                   |  |                                |      |                                                                                   |         |                                                                           |        
|Totals           |  | 404,400                           |  | $                              | 1.06 |                                                                                   | 404,400 |                                                                           | 475,600

| | 
| | 

| | (1) | On November 3, 2008, the Companys Board of Directors authorized the repurchase of up to 1,000,000 shares of its common stock. This stock repurchase program does not have
an expiration date.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

On April 23, 2009, the Company and Wachovia
Bank, National Association (Wachovia) entered into a Loan Modification Agreement dated April 23, 2009, amending and modifying the Loan Agreement dated July 30, 2007 (as theretofore supplemented, the Loan Agreement),
pursuant to which Wachovia waived the Companys failure to maintain a financial covenant for the period ended March 28, 2009. The Loan Modification Agreement also amends and modifies the financial covenants contained in the Loan Agreement,
expands the collateral provided under the Loan Agreement to include all equipment of the Company, and provides that each Note under the Loan Agreement will bear interest at the rate of LIBOR plus 2.25%. There are no material relationships between
the Company or its affiliates and Wachovia or its affiliates, other than in respect to the transactions contemplated by the Loan Agreement, the Loan Modification Agreement and other standard banking arrangements.



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On May 4, 2009, RBS Citizens, National Association (Citizens) and the Company entered into a
Modification Agreement, dated May 4, 2009, amending and modifying the Loan Agreement dated as of October 17, 2006, which provided for a real estate loan advanced in 2007 (as heretofore amended, the Loan Agreement), and the Credit
Agreement dated July 2, 2008, which provides for a revolving line of credit (as heretofore amended the Credit Agreement). Pursuant to the Modification Agreement, Citizens waived the Companys failure to maintain certain
financial covenants for the period ended March 28, 2009. The Modification Agreement also amends and modifies the financial and certain other covenants contained in the Loan Agreement and Credit Agreement, cross-collateralizes the two loan
facilities, increases the interest rate on the loan facilities, and limits the ability to include foreign accounts receivable within the borrowing base calculation for the revolving line of credit. There are no material relationships between the
Company or its affiliates and Citizens or its affiliates, other than in respect to the transactions contemplated by the Loan Agreement, the Credit Agreement, the Modification Agreement and other standard banking arrangements.

ITEM 6. EXHIBITS

Exhibit 10.1 Loan Modification Agreement dated April 23, 2009, between Wachovia Bank, National Association and Cybex International, Inc.

Exhibit 10.2 Modification Agreement dated May 4, 2009 between RBS Citizens, National Association and Cybex International, Inc.

Exhibit 31.1  Certification of Chairman and Chief Executive Officer.

Exhibit 31.2 
Certification of President, Chief Operating Officer and Chief Financial Officer.

Exhibit 32.1  Statement of Chairman and Chief
Executive Officer.

Exhibit 32.2  Statement of President, Chief Operating Officer and Chief Financial Officer.



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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, thereunto duly authorized.



|            |  |                           |  |                                                               
|----------- |  | ------------------------- |  | --------------------------------------------------------------
|            |  | Cybex International, Inc.
|            |  |                          
|            |  | By:                       |  | /s/ John Aglialoro                                            
|May 5, 2009 |  |                           |  | John Aglialoro                                                
|            |  |                           |  | Chairman and Chief Executive Officer                          
|            |  |                          
|            |  | By:                       |  | /s/ Arthur W. Hicks, Jr.                                      
|May 5, 2009 |  |                           |  | Arthur W. Hicks, Jr.                                          
|            |  |                           |  | President, Chief Operating Officer and Chief Financial Officer



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