<PAGE>


                                  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 3/30/02.
                                                -------
                                       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                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

 10 Trotter Drive, Medway, Massachusetts                   02053
------------------------------------------        ----------------------
 (Address of principal executive office)                 (Zip Code)

Registrant's telephone number, including area code     (508) 533-4300
                                                  ---------------------


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 [ ]

On April 29, 2002 the Registrant had outstanding 8,808,379 shares of Common
Stock, par value $0.10 per share, which is the registrant's only class of Common
Stock.

<PAGE>

                   CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

                                      INDEX

                                                                            Page
                                                                            ----
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

             Condensed Consolidated Statements of Operations (unaudited)
             - Three months ended March 30, 2002 and March 31, 2001            3

             Condensed Consolidated Balance Sheets - March 30, 2002
             (unaudited) and December 31, 2001                                 4

             Condensed Consolidated Statements of Cash Flows (unaudited)
             - Three months ended March 30, 2002 and March 31, 2001            5

             Notes to Condensed Consolidated Financial Statements
             (unaudited)                                                       6

     Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                        12

     Item 3. Quantitative and Qualitative Disclosure about Market Risk        16

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                                17

     Item 2. Changes in Securities and Use of Proceeds                        17

     Item 3. Defaults Upon Senior Securities                                  17

     Item 4. Submission of Matters to a Vote of Security Holders              17

     Item 5. Other Information                                                17

     Item 6. Exhibits and Reports on Form 8-K                                 17

Signatures                                                                    18

                                       2

<PAGE>

                   CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 -----------------------------------------------
                      (in thousands, except per share data)
                                   (unaudited)

                                                      Three Months Ended
                                               ---------------------------------
                                                 March 30,         March 31,
                                                   2002               2001
                                               --------------    ---------------

Net sales                                          $18,913           $ 23,367
Cost of sales                                       11,670             15,729
                                               --------------    ---------------
     Gross profit                                    7,243              7,638

Selling, general and administrative expenses         6,532              6,393
                                               --------------    ---------------

     Operating income                                  711              1,245

Interest income                                          9                 85
Interest expense                                      (637)              (771)
Other income                                            18                 -
                                               --------------    ---------------
     Income before income taxes                        101                559
Income tax provision                                    42                235
                                               --------------    ---------------

     Net income                                    $    59           $    324
                                               ==============    ===============

Basic and diluted net income per share             $   .01           $    .04
                                               ==============    ===============

See notes to the condensed consolidated financial statements.


                                       3

<PAGE>

                   CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                      (in thousands, except per share data)

                                                     March 30,      December 31,
                                                       2002            2001
                                                   -------------   -------------
                                                   (unaudited)
ASSETS
Current Assets:
     Cash and cash equivalents                          $ 1,100       $  1,315
     Accounts receivable, net of allowance of
        $2,103 and $2,196                                11,799         13,839
     Lease receivables                                      258            173
     Inventories                                          8,408          7,907
     Deferred income taxes                                5,269          5,269
     Prepaid expenses and other                             783          1,152
                                                   -------------    -----------
         Total current assets                            27,617         29,655
Property, plant and equipment, net                       18,812         19,145
Lease receivables                                           129            104
Goodwill, net                                            11,247         11,247
Deferred income taxes                                    15,853         15,895
Other assets                                              1,407          1,531
                                                   -------------    -----------
                                                       $ 75,065       $ 77,577
                                                   =============    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Current maturities of long-term debt              $ 10,957       $ 12,868
     Accounts payable                                     7,858          7,146
     Accrued expenses                                    10,615         12,575
     Income taxes payable                                   784            801
                                                   -------------    -----------
         Total current liabilities                       30,214         33,390
Long-term debt                                           18,471         17,622
Accrued warranty obligation                                 564            843
Other liabilities                                         2,723          2,678
                                                   -------------    -----------
         Total liabilities                               51,972         54,533
                                                   -------------    -----------

Contingencies (Note 7)
Stockholders' Equity:
     Common stock, $.10 par value, 20,000 shares
        authorized, 9,022 shares issued                     902            902
     Additional paid-in capital                          44,980         44,990
     Treasury stock, at cost (213 shares)                (2,258)        (2,258)
     Accumulated deficit                                (20,450)       (20,509)
     Accumulated other comprehensive loss                   (81)           (81)
                                                   -------------    -----------
         Total stockholders' equity                      23,093         23,044
                                                   -------------    -----------
                                                       $ 75,065      $  77,577
                                                   =============    ===========





See notes to condensed consolidated financial statements.

                                       4

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                   CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                 (in thousands)
                                   (unaudited)

                                                        Three Months Ended
                                                 -------------------------------
                                                 March 30, 2002   March 31, 2001
                                                 --------------   --------------
OPERATING ACTIVITIES:
   Net income                                        $    59         $    324
   Adjustments to reconcile net income to net
      cash provided by operating activities:
         Depreciation and amortization                 1,082            1,157
         Provision for doubtful accounts                  55              (31)
         Deferred income taxes                            42              235
         Net change in other operating assets
            and liabilities                              212           (1,127)
                                                 --------------   --------------

      NET CASH PROVIDED BY OPERATING ACTIVITIES        1,450              558
                                                 --------------   --------------

INVESTING ACTIVITIES:
   Purchases of property and equipment                  (598)            (137)
                                                 --------------   --------------

      NET CASH USED IN INVESTING ACTIVITIES             (598)            (137)
                                                 --------------   --------------

FINANCING ACTIVITIES:
   Net payments of long-term debt                       (555)          (1,318)
   Net payments under the revolving loan                (507)          (1,000)
   Deferred financing costs                               (5)               -
                                                 --------------   --------------

      NET CASH USED IN FINANCING ACTIVITIES           (1,067)          (2,318)
                                                 --------------   --------------

NET DECREASE IN CASH AND CASH EQUIVALENTS               (215)          (1,897)

CASH AND CASH EQUIVALENTS, beginning of period         1,315            3,354
                                                 --------------   --------------

CASH AND CASH EQUIVALENTS, end of period             $ 1,100           $1,457
                                                 ==============   ==============


See notes to condensed consolidated financial statements.

                                       5

<PAGE>

                   CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (unaudited)

NOTE 1 -- BASIS OF PRESENTATION

Cybex International, Inc. (the "Company" or "Cybex"), a New York corporation, is
a leading manufacturer of exercise equipment and develops, manufactures and
markets premium performance, professional quality, strength and cardiovascular
fitness equipment products for the commercial and consumer markets.

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 changes in cash flows in conformity with
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 30, 2002 are not necessarily indicative of the results that
may be expected for the entire year.

It is suggested that these condensed consolidated financial statements be read
in conjunction with the financial statements and the notes thereto included in
the Company's reports filed with the Securities and Exchange Commission,
including its Report on Form 10-K for the year ended December 31, 2001, this
Report on Form 10-Q, and its proxy statement dated April 9, 2002.

NOTE 2 -- NEW ACCOUNTING PRONOUNCEMENTS

Derivatives

The Company adopted Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities," and SFAS No.
138, "Accounting for Certain Derivative Instruments and Hedging Activities - an
amendment of FASB Statement No. 133," on January 1, 2001. SFAS No. 133 requires
the transition adjustment resulting from adopting these statements to be
reported in net income or other comprehensive income, as appropriate, as the
cumulative effect of a change in accounting principle.

The amount of the transition adjustment recorded in accumulated other
comprehensive income (loss) as a result of recognizing all derivatives that are
designated as cash flow hedging instruments at fair value amounted to a gain of
$212,000 at January 1, 2001.

The Company recognizes derivatives on the balance sheet at fair value. At March
30, 2002 and December 31, 2001, derivative instruments consist solely of an
interest rate swap, which is used to reduce the Company's exposure to interest
rate fluctuations on its variable rate term debt (see Note 4). The interest rate
swap has been designated as a cash flow hedge. Changes in the fair value of the
derivative were initially recorded in accumulated other comprehensive income
(loss) and reclassified into earnings as the underlying hedged item affected
earnings.

Effective April 12, 2001, the Company discontinued hedge accounting,
prospectively, as a result of the change in the interest rate on its term debt
from a LIBOR-based rate to a Base Rate and the change in the forecasted
principal repayment dates (see Note 4). For the three months ended March 31,
2001, the Company recorded a loss of $293,000 in accumulated other comprehensive
income (loss) for the change in the fair value of the interest rate swap. For
the quarter ended March 30, 2002, the Company

                                       6

<PAGE>

recorded a gain of $18,000 within other income for the change in the fair value
of the interest rate swap during the quarter.

Business Combinations

On June 29, 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and other
Intangible Assets." SFAS No. 141 requires that all business combinations
consummated after June 30, 2001 be accounted for under the purchase method of
accounting. SFAS No. 142 provides for the discontinuance of amortization of
goodwill effective January 1, 2002 and establishes methodologies for determining
the impairment of the carrying value of goodwill.

All of the Company's previous business combinations were accounted for using
purchase accounting and all of the excess purchase price from these transactions
was allocated to goodwill. The following table illustrates adjusted net income
and basic and diluted earnings per share as if these pronouncements were adopted
as of January 1, 2001:

                                                        Three Months Ended
                                             ----------------------------------
                                             March 30, 2002      March 31, 2001
                                             --------------     ---------------
Adjusted net income:
   Net income                                        $  59              $  324
   Add back: Goodwill amortization,
      net of tax                                         -                 119
                                             --------------     ---------------
   Adjusted net income                               $  59              $  443
                                             ==============     ===============
Basic and diluted earnings per share:
   Reported                                           $.01                $.04
   Goodwill amortization                                -                  .01
                                             --------------     ---------------
   Adjusted basic and diluted earnings
      per share                                       $.01                $.05
                                             ==============     ===============

Management determined that goodwill is not impaired at January 1, 2001 and March
30, 2002 under SFAS No. 142.

Impairment or Disposal of Long-Lived Assets

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which establishes a single accounting model,
based on the framework established in SFAS No. 121, for long-lived assets to be
disposed of and resolves significant implementation issues related to SFAS No.
121. SFAS No. 144 supersedes SFAS No. 121 and APB No. 30, "Reporting the Results
of Operations - Reporting the Effects of a Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions."
The Company adopted SFAS No. 144 effective January 1, 2002. The adoption of SFAS
No. 144 did not have a material impact on the Company's financial condition or
results of operation.

                                       7

<PAGE>

NOTE 3 -- INVENTORIES

Inventories are valued at the lower of cost (first-in, first-out) or market and
consist of the following:

                                   March 30,           December 31,
                                     2002                  2001
                              ----------------       -------------

    Raw materials                  $3,315,000          $3,121,000
    Work in process                 1,450,000           1,452,000
    Finished goods                  3,643,000           3,334,000
                              ----------------       -------------
                                   $8,408,000          $7,907,000
                              ================       =============



NOTE 4 -- LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS

                                           March 30,         December 31,
                                              2002               2001
                                       --------------       ---------------

Bank revolving loan                      $ 6,861,000            $7,368,000
Bank term loans                           20,367,000            18,916,000
Industrial development revenue bond        2,200,000             2,200,000
Promissory note                                   -              2,006,000
                                       --------------       ---------------
                                          29,428,000            30,490,000
Less - current portion                   (10,957,000)          (12,868,000)
                                       --------------       ---------------
                                        $ 18,471,000          $ 17,622,000
                                       ==============       ===============

On May 21, 1998, the Company entered into a Credit Agreement (the "Agreement")
with several banks that consisted of a $26,700,000 revolving loan (the
"Revolver"), increased to $30,000,000 in May 1999, and a $25,000,000 term loan.
On April 12, 2001, the Agreement was amended to, among other things, revise the
financial covenants; waive financial covenant defaults that existed at the time;
fix May 1, 2002 as the maturity date of all loans under the Agreement; reduce
the availability under the revolving loan facility to the lessor of $20,125,000
or an amount determined by reference to a borrowing base formula and provide
certain additional collateral to the banks. On December 21, 2001, the Agreement
was amended and restated in its entirety (the "Restated Agreement") to provide
for an $11,000,000 revolving loan, subject to a borrowing base formula based on
accounts receivable and inventory (the "Revolver"), term loans totaling
$19,166,666 (the "Term Loans"), and a letter of credit facility of $4,459,000.
The total principal due to the banks did not change as a result of the Restated
Agreement; however there was a $3,250,000 reclassification between the Revolver
and Term Loans. In February 2002, a letter of credit under the letter of credit
facility was utilized to retire an outstanding promissory note in the amount of
$2,006,000. Pursuant to the terms of the Restated Agreement, the letter of
credit facility was reduced by $2,006,000 and replaced by an additional Term
Loan in the same amount. At March 30, 2002 and December 31, 2001, the Company
was in compliance with all terms of the Restated Agreement.

Under the Restated Agreement, the Revolver expires on December 31, 2003;
however, it is classified as a current liability as a result of the Company's
lockbox arrangement with the bank whereby remittances from the Company's
customers are used to reduce the outstanding Revolver balance. At March 30,
2002, unused availability under the Revolver was $1,714,000. The Term Loans are
due in equal monthly principal installments of $294,000, with an additional
payment of $266,000 due on July 1, 2002, and a final payment of all principal
due on December 31, 2003. Interest is payable monthly.

Under the Restated Agreement, borrowings under the Revolver bear interest at the
Base Rate plus 2 percent and borrowings under the Term Loans bear interest at a
Base Rate plus 3 percent. The Base

                                       8

<PAGE>

Rate is equal to the greater of the prime rate, as defined, or the federal funds
effective rate plus 50 basis points. The Base Rate was 4.75% at March 30, 2002.
From March 31, 2001 through December 21, 2001, borrowings under the Revolver
bore interest at the Base Rate plus rates ranging from 1% to 2% and borrowings
under the Term Loans bore interest at the Base Rate plus rates ranging from 1.5%
to 3%. The Company is required to pay commitment fees equal to .5% of the unused
Revolver. Prior to March 31, 2001, the Revolver and Term Loan borrowings bore
interest at the Company's option of either the Base Rate or LIBOR plus an
applicable margin that varied depending on the Company's level of compliance
with certain financial covenants, as defined.

In November 1998, the Company entered into an Interest Rate Swap Agreement
whereby the Company receives a variable LIBOR rate and pays a fixed rate of
5.04% through December 2003. The purpose of the Interest Rate Swap was to fix
the interest rate on the Term Loans and the notional amount of the Interest Rate
Swap amortizes based on the original terms of the Term Loan. At March 30, 2002,
the notional amount of the Interest Rate Swap was $13,000,000. At March 30,
2002, the Company received interest at a rate of 1.91% and paid interest at a
rate of 5.04% under the Interest Rate Swap.

In connection with the Restated Agreement, the Company issued warrants to the
bank to purchase 263,501 shares of common stock at an exercise price of $1.269
per share. The warrants have a term of 10 years and are exercisable immediately.
The fair value of the warrants of $209,000 was accounted for as an additional
deferred financing cost. The fair value of the warrants was determined using the
Black-Scholes pricing model using expected volatility of 60%, the contractual
term of the warrants and a risk-free interest rate of 5.25%. If the existing
facility is not retired in full on or before July 30, 2002, additional warrants,
representing 3% of the Company's outstanding common stock as of July 30, 2002,
will become exercisable on such date, at an exercise price of $1.269 per share.
Further, unless the existing facility is retired in full prior to September 30,
2002, the Company is required to pay fees of $281,000. Management is seeking to
refinance the existing facility prior to July 30, 2002; however, there can be no
assurance that management will be successful in refinancing the facility or that
any such refinancing will be on terms favorable to the Company.

Pursuant to the Restated Agreement, the Company is required to maintain certain
financial and non-financial covenants, as defined, including certain cumulative
minimum earnings before interest, taxes, depreciation and amortization levels,
maximum capital expenditures and a maximum leverage ratio. Additionally, the
Company currently does not have the ability under the Restated Agreement to pay
cash dividends. Borrowings under the Restated Agreement are secured by
substantially all of the Company's assets with certain exceptions.

In 1992, an industrial development revenue bond provided the funds to purchase,
expand and equip the manufacturing and administrative facility in Medway,
Massachusetts. The bonds bear interest at a rate that resets weekly (1.50% at
March 30, 2002) with interest payable monthly and principal payable annually
through May 2007. A letter of credit in the amount of $2,247,000 is outstanding
under the Restated Agreement for the benefit of the bondholders to guarantee
principal and interest payments.

NOTE 5 -- RESTRUCTURING CHARGES

In June 2000, Cybex announced the relocation of its Irvine, California
cardiovascular equipment assembly and production development facility to its
Medway, Massachusetts facility, which was completed in December 2000. As part of
this relocation, the Irvine facility was closed and all employees at such
facility were laid off. This relocation resulted in a second quarter 2000
nonrecurring pre-tax charge of approximately $2,352,000, of which $1,550,000 was
for the cost of employee severance related to the termination of 69 employees,
most of whom were involved in manufacturing, $355,000 related to lease
termination costs and $447,000 related to fixed asset impairment charges.
Management's plans with respect to this relocation are substantially complete.

                                       9

<PAGE>

In December 2000, Cybex announced a restructuring plan designed to streamline
operations, improve efficiency and reduce costs. This restructuring plan
included eliminating about 152 employees, involved in manufacturing, sales and
marketing, product development and administration. The Company recorded fourth
quarter 2000 nonrecurring pre-tax charges of $22,288,000, including a $2,545,000
charge relating to its workforce reduction, a $16,912,000 charge relating to
goodwill impairment from the Company's Tectrix acquisition and a $2,831,000
charge relating to the settlement of a license agreement.

During the March 30, 2002 quarter, the Company adjusted the reserve for
severance payments provided as part of the December 2000 restructuring plan
resulting in a reduction to selling, general and administrative expenses of
$358,000. This adjustment to the reserve occurred as a result of a change in
required future payments which occurred during the quarter. Management's plans
with respect to the December 2000 restructuring plan are substantially complete.

The following table summarizes accrued restructuring costs at March 30, 2002:

                               Balance         Utilized/        Balance
                         December 31, 2001     Reversed     March 30, 2002
                         -----------------  ------------   ----------------
   Severance and other      $  525,000        $(459,000)     $   66,000
   License settlement        2,426,000          (30,000)      2,396,000
                                            ------------   ----------------
                         --------------
                            $2,951,000        $(489,000)     $2,462,000
                         ==============     ============   ================


NOTE 6 -- EARNINGS PER SHARE

The table below sets forth a reconciliation of the shares used in the basic and
diluted net income per share computations:

                                                 Three Months Ended
                                       ---------------------------------
                                       March 30, 2002     March 31, 2001
                                       --------------     --------------
Shares used in computing
   basic earnings per share               8,808,000         8,787,000
Dilutive effect of options
   and warrants                              76,000                 -
                                       --------------     --------------
Shares used in computing
   diluted earnings per share             8,884,000         8,787,000
                                       ==============     ==============

For the three months ended March 30, 2002, options to purchase 407,411 shares of
the Company's Common Stock at exercise prices ranging from $3.00 to $11.75 per
share were outstanding but were not included in the calculation of diluted
earnings per share since the result would be anti-dilutive. For the three months
ended March 31, 2001, options to purchase 417,161 shares of the Company's common
stock at exercise prices ranging from $3.00 to $11.75 per share were outstanding
but were not included in the calculation of diluted earnings per share since the
result would be anti-dilutive.

NOTE 7 -- CONTINGENCIES

The Company is involved in certain legal actions and claims arising in the
ordinary course of business, including product liability claims and disputes, a
dispute with the seller of an acquired business and disputes pertaining to
distributor agreements. The Company recorded a charge of $2,200,000 at December
31, 2001 primarily to cover potential costs relating to the dispute with the
seller of an acquired business.

Kirila et al v. Cybex International, Inc., et al

                                       10

<PAGE>

This action was commenced in the Court of Common Pleas of Mercer County,
Pennsylvania in May 1997 against the Company, the Company's wholly-owned
subsidiary, Trotter, and certain officers, directors and affiliates of the
Company. The plaintiffs include companies which sold to Trotter a strength
equipment company in 1993, a principal of the corporate plaintiffs who was
employed by Trotter following the acquisition, and a company which leased to
Trotter a plant located in Sharpsville, Pennsylvania. In accordance with
Pennsylvania practice, the complaint in this matter was not served upon the
defendants until the second quarter of 1998. The complaint, among other things,
alleged that the closure of the Sharpsville facility was wrongful, wrongful
termination of the individual plaintiff's employment and nonpayment of
compensation, breach of the lease agreement and the asset purchase agreement,
tortious interference with business relationships, fraud, negligent
misrepresentation, unjust enrichment, breach of the covenant of good faith and
fair dealing, conversion, unfair competition and violation of the Wage Payment
and Collection Law. The complaint also sought specific performance of the lease,
the employment agreement and the indemnification provisions of the asset
purchase agreement, and an unspecified amount of compensatory and punitive
damages and expenses. The Company filed an answer to the complaint denying the
material allegations of the complaint and denying liability and it further
asserted counterclaims against the plaintiffs, including for repayment of
over-allocations of expenses under the lease and certain excess incentive
compensation payments which were made to the individual plaintiff.

A jury verdict was rendered in this litigation on February 2, 2002. While the
jury found in favor of the Company with respect to the majority of the
plaintiffs' claims, it also found that the Company owes certain incentive
compensation payments totaling approximately $873,000 and rent of approximately
$38,000. A motion is pending before the trial judge to award to the plaintiffs
their attorneys fees and a further sum under the Wage Payment and Collection Law
equal to 25% of the awarded compensation payments. The Company intends to
vigorously defend this motion and to also vigorously pursue the appeal of the
portion of the jury award related to incentive compensation.

Hot New Products v. Cybex International, Inc., et al

This action is in the United States District Court for the Northern District of
Alabama. The plaintiff in this action is a terminated dealer of Trotter Inc.
Shortly after the termination, plaintiff filed a State action against Trotter
and Cybex, alleging fraud, breach of contract, unjust enrichment and recoupment.
The plaintiff also sued another Cybex dealer alleging intentional interference
with business relations. In July 1998, the plaintiff filed this antitrust
Complaint in federal court, alleging price discrimination and price and
territory conspiracy violations; the State court case was dismissed with the
State court claims refiled as part of this federal action. The plaintiff is
seeking approximately $3,500,000 in compensatory damages, plus treble damages
for the antitrust claims and punitive damages. The Company has filed an answer
to the complaint denying the material allegations of the complaint and denying
liability and has filed a counterclaim for fraud, promissory estoppel and
intentional interference with business relations. The Company intends to
vigorously defend this litigation.

Creighton et al v. Cybex International, Inc., et al

This action is in the Superior Court of the State of California for the County
of Orange. The plaintiffs are a corporation which is a terminated dealer of
Trotter and its stockholder. The complaint states a number of causes of actions
generally arising from the termination, including claims for fraud and negligent
misrepresentation, breach of contract, breach of fiduciary duty, breach of the
implied covenant of good faith and fair dealing, interference with contract and
prospective business advantage and the intentional infliction of emotional
distress. Plaintiffs in a Statement of Damages provided prior to the dismissal
of claims discussed below alleged $15 million of compensatory damages and sought
$20 million in punitive damages. On December 8, 1998, the trial court granted
Cybex's motion for summary judgment of all claims asserted by the individual
plaintiff and on March 4, 1999 the trial court granted Cybex's motion for
summary judgment of all claims asserted by the corporate plaintiff. The
plaintiffs appealed these summary adjudications. On February 25, 2002, the Court
of Appeal determined that the trial court had properly granted summary
adjudication on the individual claims and on the corporate plaintiff's

                                       11

<PAGE>

intentional interference and breach of fiduciary duty claims, and reversed the
summary adjudication on the corporate plaintiff's contract-based causes of
action and intentional and negligent misrepresentation claims. Accordingly, the
latter claims will proceed at the trial level. The Company intends to vigorously
defend this litigation.

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 and uncertainties relating to
the implementation of the Company's restructuring plan. Further information on
these and other factors, which could affect the Company's financial results, can
be found in the Company's reports filed with the Securities and Exchange
Commission, including its Report on Form 10-K, including Part I thereof, its
Current Reports on Form 8-K, this Form 10-Q and its proxy statement dated April
9, 2002.

OVERVIEW

Cybex International, Inc. (the "Company" or "Cybex"), a New York corporation, is
a leading manufacturer of exercise equipment and develops, manufactures and
markets premium performance, professional quality, strength and cardiovascular
fitness equipment products for the commercial and consumer markets. Cybex is
comprised of three formerly independent companies, Cybex, Trotter Inc.
("Trotter") and Tectrix Fitness Equipment, Inc. ("Tectrix").

In June 2000, Cybex announced the relocation of its Irvine, California
cardiovascular equipment assembly and production development facility to its
Medway, Massachusetts facility. As part of this relocation, the Irvine facility
was closed and all employees at such facility were laid off. In December 2000,
Cybex announced a restructuring plan designed to streamline operations, improve
efficiency and reduce costs. This restructuring plan included eliminating about
26% of Cybex's workforce.

The Company responded to the decline in its sales, which commenced in the fourth
quarter 2000, by pursuing a number of initiatives in 2001 and 2002 designed to
increase sales and improve profitability, including developing new
cardiovascular and strength models, changing its channels of distribution in the
United Kingdom and parts of Europe, instituting changes in its independent
authorized dealer standards, and restructuring its leasing and service
operations. Many of the causes of the 2001 and first quarter 2002 sales decline
will likely continue in 2002. In addition, first quarter 2002 results were
negatively impacted by shipping delays caused by the transition to new treadmill
products. The Company is now shipping three new treadmill models and anticipates
commencing the shipment of its new strength line and new cross-trainer during
2002. The Company believes that its initiatives, including its new product
offerings, will produce increased sales. The Company anticipates that net sales
for the full year 2002 will exceed net sales for 2001 and that the Company will
be profitable for the year.

                                       12

<PAGE>

RESULTS OF OPERATIONS

NET REVENUES

Cybex's net revenues decreased $4,454,000, or 19%, to $18,913,000 for the first
quarter 2002 from $23,367,000 for the first quarter 2001. The decrease is
reflected in sales of both cardiovascular and strength equipment. Sales of
cardiovascular products decreased $3,182,000, or 35%, to $6,017,000 and sales of
strength products decreased $1,299,000, or 11%, to $10,162,000. The decline in
the sales of these products was predominantly related to the Company's stricter
credit and pricing policies adopted as part of its restructuring plan, to
economic conditions, and to a five week treadmill shipping delay experienced as
a result of the transition to the new treadmill products. Freight and other
revenue increased $27,000, or 1%, to $2,734,000.

GROSS MARGIN

Gross margin increased to 38.3% in the first quarter of 2002 from 32.7% in 2001.
The increase in gross margin was predominantly due to higher pricing and a
higher percentage of strength equipment sales, which have higher margins. In
addition, in the first quarter of 2001, the Company's freight expense exceeded
freight billings by $669,000 while freight billings approximated freight expense
in 2002.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased by $139,000, or 2%, to
$6,532,000 in the first quarter of 2002 compared to $6,393,000 in the first
quarter 2001, due to increased product development and sales and marketing
expenses. This increase was partially offset by an adjustment of $358,000 to the
reserve for severance payments provided as part of the December 2000
restructuring plan reflecting lower than anticipated severance payments. The
first quarter 2001 expenses included goodwill amortization of $124,000. The
amortizing of goodwill was discontinued effective January 1, 2002 upon the
adoption of SFAS 142.

INTEREST EXPENSE

Net interest expense decreased by $76,000 due to lower borrowing levels.

INCOME TAXES

The Company's effective tax rate was comparable for the three months ended March
30, 2002 and March 31, 2001. The Company's effective tax rate differs from
statutory rates due to the impact of permanent differences.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

As of March 30, 2002, the Company had negative working capital of $2,597,000
compared to $3,735,000 of negative working capital at December 31, 2001. Working
capital is negatively impacted by the requirement to classify the revolver loan
balance of $6,861,000 at March 30, 2002 and $7,368,000 at December 31, 2001 as a
current liability as a result of the Company's lockbox arrangement with the bank
whereby remittances from customers are used to reduce the outstanding revolver
balance, although the revolver loan does not mature until December 31, 2003.
Working capital improved primarily as a result of a $1,911,000 decrease in the
current maturities of debt and a $1,960,000 decrease in accrued expenses offset
by a $2,040,000 decrease in accounts receivable as a result of lower sales
levels. The Company's debt-to-equity ratio continued to trend lower, decreasing
from 1.32-to-1 at December 31, 2001 to 1.27-to-1 at March 30, 2002, primarily
due to the first quarter net payments of debt of $1,062,000.

                                       13

<PAGE>

In the first quarter of 2002, the Company generated $1,450,000 of cash from
operating activities compared to $558,000 for the first quarter of 2001. Cash
from operating activities for the first quarter 2001 was negatively impacted by
approximately $1,865,000 of severance payments which had been reserved as part
of the Company's 2000 restructuring plan. Cash used in investing activities was
$598,000 in the first quarter of 2002 compared to $137,000 in the first quarter
of 2001. The cash used in investing activities was for purchases of equipment.
The 2002 purchases relate primarily to equipment and tooling for the
manufacturing of new products and improvements to the Company's computer
network.

On December 21, 2001, the Company and its banks agreed to a restructuring of the
Company's Credit Agreement, with the Credit Agreement being amended and restated
in full. The amended and restated Credit Agreement, among other things, extended
the maturity date of the facility to December 31, 2003, restructured the
indebtedness, reduced the monthly principal payments, amended the financial
covenants under the facility, and waived all then outstanding defaults under the
Credit Agreement. The amended and restated Credit Agreement provided for term
loans with an initial balance of $19,167,000, a revolving loan availability
equal to the lesser of $11,000,000 or an amount determined by reference to a
borrowing base, and a letter of credit facility of up to $4,459,000. In February
2002, a letter of credit under the letter of credit facility was utilized to
retire an outstanding promissory note in the amount of $2,006,000. Pursuant to
the terms of the amended and restated Credit Agreement, the letter of credit
facility was reduced by $2,006,000 and replaced by an additional term loan in
the same amount.

At March 30, 2002, there was outstanding under the Credit Agreement $20,367,000
in term loans, $6,861,000 in revolving loans and $2,253,000 in letters of
credit, with $1,714,000 in unused availability under the revolver loan. At March
30, 2002, the Company was in compliance with all terms of the Credit Agreement.

Pursuant to the restated Credit Agreement, the Company issued warrants to the
banks to purchase 263,501 shares of the Company's common stock at an exercise
price of $1.269 per share; unless the facility is retired in full on or before
July 30, 2002, additional warrants, representing 3% of the Company's then
outstanding Common Stock, will become exercisable on such date, at an exercise
price of $1.269 per share. Further, unless the facility is retired in full on or
before September 30, 2002, the Company is required to pay fees of $281,000.
Management is seeking to refinance the existing facility prior to July 30, 2002;
however, there can be no assurance that management will be successful in
refinancing the facility or that any such refinancing will be on terms favorable
to the Company.

The Company relies upon cash flows from its operations and borrowings under its
Credit Agreement to fund its working capital and capital expenditure
requirements, and a decline in sales or margins or a failure to remain in
compliance with the terms of the Credit Agreement could result in the Company
having insufficient funds for such purposes. The Company believes that its cash
flows and availability under its Credit Agreement will be sufficient to fund its
general working capital and capital expenditure needs into 2003.

As of March 30, 2002, the Company had approximately $31,800,000 in net operating
loss carry forwards of which approximately $18,000,000 is available to offset
2002 taxable income.

                                       14

<PAGE>

CONTRACTUAL OBLIGATIONS

The following is an aggregated summary of the Company's obligations and
commitments to make future payments under debt, royalty and lease agreements as
of March 30, 2002:
<TABLE>
<CAPTION>

                                                Less Than       One to      Four to Five     After Five
Contractual obligations:             TOTAL       One Year    Three Years       Years            Years
                                     -----      ----------   -----------    ------------     ----------
<S>                              <C>            <C>          <C>            <C>              <C>
   Long-term debt                $29,428,000    $4,096,000   $24,532,000      $800,000       $   -
   Royalty agreement               3,920,000       440,000     1,080,000       360,000       2,040,000
   Operating lease commitments       518,000       203,000       285,000        30,000           -
</TABLE>


OFF-BALANCE SHEET ARRANGEMENTS

The Company has a lease financing program, through its wholly-owned subsidiary,
for certain commercial customers for selected products. Leases written by Cybex
are accounted for as sales-type leases and are generally for terms of three to
five years, at which time title transfers to the lessee. The Company has entered
into agreements, generally subject to limited recourse, to sell lease
receivables to financial institutions in a two-step process through a
bankruptcy-remote entity. The Company is subject to recourse provisions, which
may require it to repurchase or replace leases in default. In return, the
Company receives the collateral position in the defaulted leases. The recourse
provisions, which are generally equal to 15% of the outstanding net lease
receivables, may be reduced annually based upon the remaining outstanding lease
payment streams. In 2001, the Company changed its practice whereby it now
arranges equipment leases and other financing and no longer originates and holds
leases. While most of these financings are without recourse, in certain cases
the Company may offer a guaranty or other recourse provisions. At March 30,
2002, the maximum contingent liability under all recourse provisions was
approximately $1,208,000. A reserve for estimated losses under recourse
provisions has been recorded based upon historical and industry experience, and
is included in accrued liabilities at March 30, 2002 and December 31, 2001.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements 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
judgements, including those related to the allowance for doubtful accounts,
realizability of inventory, reserve for warranty obligations, legal matters,
impairment of goodwill, and valuation of deferred tax assets. Management bases
its estimates and judgements 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 judgements 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.

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


                                       15

<PAGE>

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. Currently, cardiovascular products are warranted for one year
for labor and two years for parts and strength products are warranted for up to
ten years with respect to structural frames. Prior to December 31, 2000, the
Company generally provided a three year warranty on cardiovascular products. 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 has recorded 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. In addition, there are certain gain contingencies for which the
Company has not recorded an asset because realization is not considered highly
likely as of the balance sheet date. As additional information becomes
available, the Company will continue to assess whether losses from legal matters
are probable, possible or remote, the adequacy of accruals for probable loss
contingencies and the status of gain contingencies.

Impairment of goodwill. In assessing the recoverability of goodwill, management
is required to make assumptions regarding estimated future cash flows and other
factors to determine whether the fair value of the business supports the
carrying value of goodwill and net operating assets. This analysis includes
assumptions and estimates about future sales, costs, working capital, capital
expenditures, and cost of capital. If these assumptions and estimates change in
the future, the Company may be required to record an impairment charge related
to goodwill.

Valuation of deferred tax assets. The carrying value of net deferred tax assets
assumes that the Company will be able to generate sufficient future taxable
income in certain tax jurisdictions, based on estimates and assumptions. At
March 30, 2002, the Company has net deferred tax assets of $21,122,000 and
approximately $56,700,000 of future taxable income is needed to fully realize
such asset. If these estimates and related assumptions change in the future, an
adjustment would be required to record a valuation allowance against all or part
of the net deferred tax asset.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no material changes in quantitative and qualitative market risk
from the disclosure within the December 31, 2001 Form 10-K.

                                       16

<PAGE>

PART II.  OTHER INFORMATION

   ITEM 1. LEGAL PROCEEDINGS

           Kirila et al v. Cybex International, Inc. et al
           -----------------------------------------------
           See Part 1 Item 3 of the Company's Report on Form 10-K for the year
           ended December 31, 2001 for a description of these proceedings.

           Hot New Products  v. Cybex International, Inc. et al
           ----------------------------------------------------
           See Part 1 Item 3 of the Company's Report on Form 10-K for the year
           ended December 31, 2001 for a description of these proceedings.

           Creighton et al v. Cybex International, Inc., et al
           ---------------------------------------------------
           See Part 1 Item 3 of the Company's Report on Form 10-K for the year
           ended December 31, 2001 for a description of these proceedings.

   ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
           None

   ITEM 3. DEFAULTS UPON SENIOR SECURITIES
           None

   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
           None

   ITEM 5. OTHER INFORMATION
           None

   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

           (a) Exhibits
               --------
               None

           (b) Reports on Form 8-K
               -------------------
               None


                                       17

<PAGE>

                                   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 2, 2002                 John Aglialoro
                                     President and Chief Executive Officer

                               By:  /s/ Arthur W. Hicks, Jr.
                                    -------------------------------------------
         May 2, 2002                 Arthur W. Hicks, Jr.
                                     Acting Chief Financial Officer



                                       18