<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 6/30/97.
                                                ------- 
                                      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)

<TABLE>
<S>                                                                 <C>
                      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
                                                                    ----------------------------------------
</TABLE>

Registrant's former address:  2100 Smithtown Avenue, Ronkonkoma, New York  11779

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 June 30, 1997, the registrant had outstanding 8,650,347 shares of Common
Stock, par value $.10 per share, which is the registrant's only class of common
stock.
<PAGE>
 
                           CYBEX INTERNATIONAL, INC.

                                     INDEX
                                     -----

<TABLE>
<CAPTION>
                                                                                                   PAGE
                                                                                                   ----
<S>                                                                                                <C>  
PART I.  FINANCIAL INFORMATION
 
     Item 1.  Financial Statements
 
              Condensed Consolidated Statements of Operations (unaudited) -- 
              Three and six months ended June 30, 1997 and 1996                                      3
                                                               
              Condensed Consolidated Balance Sheets -- June 30, 1997 (unaudited) 
              and December 31, 1996                                                                  4
                                                                                                     
              Condensed Consolidated Statements of Cash Flows (unaudited) -- Six 
              months ended June 30, 1997 and 1996                                                    5
 
              Notes to Condensed Consolidated Financial Statements (unaudited)                       6
 
     Item 2.  Management's Discussion and Analysis of Financial Condition and 
              Results of Operations                                                                 10
 
PART II.  OTHER INFORMATION
 
     Item 1.  Legal Proceedings                                                                     14
 
     Item 2.  Changes in Securities                                                                 14
 
     Item 3.  Defaults Upon Senior Securities                                                       15
 
     Item 4.  Submission of Matters to a Vote                                                       15
 
     Item 5.  Other Information                                                                     16
 
     Item 6.  Exhibits                                                                              16
 
Signatures                                                                                          17
</TABLE>

                                       2
<PAGE>
 
                           CYBEX INTERNATIONAL, INC.

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

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                              JUNE 30,                          JUNE 30,
                                                  -------------------------------  ---------------------------------------
                                                         1997            1996           1997                  1996
                                                  ---------------  --------------  -----------------   -------------------
<S>                                               <C>              <C>             <C>                 <C>
Net sales                                               $ 15,352          $9,746      $ 30,893                    $22,416
Cost of sales                                             11,750(a)        6,353        20,715(a)                  14,440
                                                  ---------------  --------------  -----------------   -------------------
     Gross profit                                          3,602           3,393        10,178                      7,976
 
Selling, general and administrative expenses              10,548(b)        3,275        14,755(b)                   6,474
Nonrecurring charges                                       5,234(c)           --         5,234(c)                      --
                                                  ---------------  --------------  -----------------   -------------------
 
     Operating income (loss)                             (12,180)            118        (9,811)                     1,502
Interest expense, net                                        193             261           376                        563
                                                  ---------------  --------------  -----------------   -------------------
Income (loss) before income taxes                        (12,373)           (143)      (10,187)                       939
Income tax provision (benefit)                            (3,788)            (57)       (2,903)                       385
                                                  ---------------  --------------  -----------------   -------------------
 
Net income (loss)                                       $ (8,585)         $  (86)     $ (7,284)                   $   554
                                                  ===============  ==============  =================   =================== 
                                                   
Net income (loss) per share                               $(1.42)         $(0.02)       $(1.41)                     $0.13
                                                  ===============  ==============  =================   =================== 
Shares used in computing net income
     (loss) per share                                      6,041           4,273         5,152                      4,273
                                                  ===============  ==============  =================   =================== 
</TABLE> 
 
(a)  Includes $2,375 of costs considered unusual, or a direct result of the
     Merger
(b)  Includes $4,599 of costs considered unusual, or a direct result of the
     Merger
(c)  Includes $2,734 of costs related to the Sharpsville plant closure and a
     $2,500 charge for acquired research and development.

See notes to condensed consolidated financial statements.

                                       3
<PAGE>
 
                           CYBEX INTERNATIONAL, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------
                       (in thousands, except share data)
<TABLE>
<CAPTION>
                                                                    JUNE 30,      DECEMBER 31,
                                                                      1997           1996
                                                                 --------------   -------------
                                                                   (unaudited)
                                    ASSETS
<S>                                                              <C>              <C> 
Current Assets:
   Cash and cash equivalents                                         $ 4,262        $ 1,656
   Accounts receivable, net                                           18,186          7,604
   Inventories                                                         6,130          2,083
   Lease receivables                                                   4,799             --
   Deferred income taxes                                               7,851            665
   Net assets held for sale                                            5,500             --
   Refundable income taxes                                             3,360             --
   Other current assets                                                2,375            410
                                                                 --------------   -------------
 
          Total current assets                                        52,463         12,418
 
Property and equipment, net                                           12,572          4,725
Goodwill                                                              11,738          2,451
Lease receivables                                                      1,609             --
Deferred income taxes                                                  3,633            215
Other assets,                                                          1,474            558
                                                                 --------------   -------------
 
                                                                     $83,489        $20,367
                                                                 ==============   ============= 
 
                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current maturities of long-term debt                              $ 3,231        $ 1,409
   Accounts payable                                                    6,311          2,838
   Other current liabilities                                          20,017          3,966
                                                                 --------------   -------------
 
          Total current liabilities                                   29,559          8,213
 
Long-term debt                                                        15,930          9,960
Other liabilities                                                      1,198            798
Commitments and contingencies
Stockholders' equity:
   Common stock, $.10 par value, 20,000,000
      shares authorized, 8,837,528 and 4,273,056 shares issued           884            427 
   Additional paid-in capital                                         44,088             --
   Retained earnings (accumulated deficit)                            (6,315)           969
   Treasury stock, at cost (187,181 shares in 1997)                   (1,855)            --
                                                                 --------------   ------------- 
 
          Total stockholders' equity                                  36,802          1,396
                                                                 ==============   ============= 
                                                                     $83,489        $20,367
                                                                 ==============   ============= 
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>
 
                           CYBEX INTERNATIONAL, INC.

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

<TABLE>
<CAPTION>
                                                                                        Six Months Ended  
                                                                                            June 30,      
                                                                                     ----------------------
                                                                                         1997       1996  
                                                                                     ----------- ----------  
<S>                                                                                    <C>        <C>     
OPERATING ACTIVITIES:                                                                                     
     Net income (loss)                                                                  $(7,284)  $   554 
     Adjustments to reconcile net income (loss) to net                                                    
        cash provided by (used in) operating activities --                                                
          Depreciation and amortization                                                     745       662 
          Non-cash nonrecurring charges                                                   4,195        -- 
          Provision for doubtful accounts                                                 1,878       190 
          Deferred income taxes                                                          (2,903)       -- 
          Net changes in operating assets and liabilities, net of effect                                  
               of the  Merger                                                             2,823     1,053 
                                                                                     ----------- ----------  
                    Net cash provided by (used in) operating activities                    (546)    2,459 
                                                                                     ----------- ----------  
                                                                                                          
INVESTING ACTIVITIES:                                                                                     
     Purchases of property and equipment                                                   (262)     (272)
     Cash acquired in merger, net of transaction costs of $1,645                            705        -- 
                                                                                     ----------- ----------  
                    Net cash provided by (used in) investing activities                     443      (272)
                                                                                     ----------- ----------  
                                                                                                          
FINANCING ACTIVITIES:                                                                                     
     Net borrowings (repayments) of debt                                                  2,636    (2,400)
     Remittances from UM Holdings, Ltd.                                                      --       890 
     Exercise of stock options                                                               73        -- 
                                                                                     ----------- ----------  
                     Net cash provided by (used in) financing activities                  2,709    (1,510)
                                                                                     ----------- ----------  
                                                                                                          
INCREASE IN CASH AND CASH EQUIVALENTS                                                     2,606       677 
                                                                                                          
CASH AND CASH EQUIVALENTS -- Beginning of Period                                          1,656         5 
                                                                                     ----------- ----------  
                                                                                                          
CASH AND CASH EQUIVALENTS -- End of Period                                              $ 4,262   $   682 
                                                                                     =========== ==========  
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>
 
                           CYBEX INTERNATIONAL, INC.

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


NOTE 1 -- BASIS OF PRESENTATION

The accompanying condensed 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 six
months ended June 30, 1997, are not necessarily indicative of the results that
may be expected for the entire year.  The Company has reclassified the
presentation of certain prior year amounts to conform to the current year
presentation.

It is suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in both the
company's latest Annual Report on Form 10-K for the year ended December 31, 1996
as well as the Company's definitive Proxy Statement dated April 23, 1997 filed
with the Securities and Exchange Commission in connection with the Company's
merger with Trotter Inc.

NOTE 2 -- TROTTER INC. MERGER

On May 23, 1997, a wholly-owned subsidiary of the Company merged with and into
Trotter Inc. ("Trotter"), ("the Merger").  Pursuant to the terms of the Merger,
4,273,056 shares of the Company's Common Stock were issued to UM Equity Corp.,
the sole stockholder of Trotter in exchange for all of the issued and
outstanding Trotter shares.  Additionally, options to purchase Trotter shares
were converted to options to purchase 436,920 shares of Company Common Stock,
using the exchange ratio implied in the Merger of 1.1244884-to-1.0.

The Merger was accounted for as a purchase transaction with Trotter deemed to be
the acquiring company for accounting purposes.  Accordingly, the accompanying
financial statements include Trotter's historical results for the three and six
months ended June 30, 1997 and 1996 and include Cybex's results from the May 23,
1997 acquisition date through June 30, 1997.

The purchase price of the Merger was $44,102,000, which consists of the
$42,457,000 market value of Cybex Common Stock (4,381,555 shares outstanding
multiplied by the $9.69 per share five day average share price ending December
31, 1996) and estimated transaction costs of $1,645,000.  All identifiable
assets acquired were assigned a portion of the purchase price based on the fair
value of Cybex's assets.  Such allocation included the identification and
evaluation of each development project to determine if technological feasibility
had been achieved and if there were any alternative future uses. Where
technological feasibility or alternative future uses did not exist, the costs of
such technology was charged to expense, in accordance with SFAS No. 2.  The
amount allocated to acquired research and development of $2,500,000 was charged
to operations as of the effective date of the Merger.  The remaining amount of
purchase price in excess of net tangible assets acquired was allocated to
goodwill and is being amortized on a straight line basis over 30 years.

The purchase price allocation used in the preparation of the accompanying
financial statements is preliminary. The Company is still gathering information
and analysis related to income taxes, contingencies and certain exit costs.

                                       6
<PAGE>
 
The following table summarizes the unaudited pro forma combined results of
operations for the six months ended June 30, 1997 and 1996 as if the Merger had
occurred at the beginning of those periods:

<TABLE>
<CAPTION>
                                                             SIX MONTHS ENDED
                                                                 JUNE 30,
                                                          ---------------------
                                                             1997        1996
                                                          ---------   ---------
<S>                                                       <C>         <C>
                                                            (in thousands,except 
                                                              per share amounts)

Net sales                                                  $56,847     $56,574
                                                          =========   =========  
Net income (loss) from continuing operations               $(3,969)    $   534
                                                          =========   =========
Net income (loss) per share from continuing 
     operations                                            $  (.46)    $   .06
                                                          =========   =========
</TABLE>

The above pro forma data reflects the discontinuance of Cybex's treadmill
product line and adjustments for certain duplicate costs, which, as a direct
result of the Merger, will be eliminated.

The pro forma data for the six months ended June 30, 1997, does not include
$5,234,000, or $.48 per share, of nonrecurring charges expensed by the Company
in the second quarter of 1997 related to the Sharpsville plant closure and
acquired research and development expenses.  The pro forma data for the six
months ended June 30, 1997 includes $6,974,000, or $.49 per share, of unusual
and nonrecurring merger-related costs related primarily to conforming to new
accounting and operating policies of the merged companies.

NOTE 3 -- UNUSUAL AND NONRECURRING MERGER-RELATED COSTS

The second quarter and six months ended June 30, 1997 include unusual and
nonrecurring merger-related costs of $12,208,000, comprised of a pre-tax
charge of $5,234,000 related to closing the Sharpsville manufacturing facility
and acquired research and development, in addition to $6,974,000 of pre-tax
costs and expenses considered by management to be unusual, or a direct result of
the Merger, and not representative of the ongoing business. These costs are
included in cost of sales ($2,375,000) and selling, general and administrative
expenses ($4,599,000). Such costs and expenses relate primarily to conforming to
new accounting and operating policies of the merged company, including
reorganizing the Company's domestic and international sales operations and
manufacturing initiatives aimed at achieving the full benefit of synergies and
efficiencies which the Company believes are available as a result of the Merger.
The Company is currently in the process of integrating the two businesses and
management believes certain transition and integration costs will continue
through the remainder of the year.

NOTE 4 -- CREDIT FACILITY

On December 7, 1995, Trotter entered into a Loan and Security Agreement ("the
Agreement") with a bank that consisted of a $3,000,000 revolving loan and a
$9,000,000 term loan. On June 16, 1997, the Company amended the Agreement to
renew and increase funds available under the revolver portion of the Agreement
from $3,000,000 to $12,000,000. Borrowings under the facility bear interest at
the Company's option of either the prime rate or LIBOR plus 1.25% to 2.25%
adjusted up or down based on certain covenant calculations, as defined. The
credit facility matures on December 31, 2000. As of June 30, 1997, $3,000,000
and $7,8000,000 were outstanding under the revolver and the term loan,
respectively. Borrowings under the credit facility are secured by substantially
all of the assets of the Company with certain exceptions.

                                       7
<PAGE>
 
Pursuant to the Agreement, the Company is required to maintain certain financial
and non-financial covenants, as defined, including minimum working capital,
tangible net worth and certain liquidity ratios, in addition to restrictions on
dividends and capital expenditures.

NOTE 5 -- CONTINGENCY RELATED TO SALE OF BUSINESS

On April 3, 1996, Cybex completed the sale of substantially all the assets of
its Lumex Division to Fuqua Enterprises, Inc. ("Fuqua") for $40,750,000 in cash.
The asset sale agreement provided for a post-closing adjustment to the sales
price based on the change in the net assets of the Lumex Division from December
31, 1995, through the closing date. The Company has received notice from Fuqua
that Fuqua believes the stated amount of the net assets of the Lumex Division as
of the closing date was overstated by $9,300,000 and that Fuqua believes that it
is not responsible for reimbursing the Company for approximately $1,026,000, of
assumed insurance liabilities.  Prior to the Merger, the Company determined to
proceed with arbitration to resolve this dispute. The Company disagrees with
Fuqua's claim and is vigorously defending its position. An initial submission to
the arbitrator was made by Fuqua in March 1997, and the Company's response was
made in May 1997. The arbitrator has directed that pre-hearing briefs be filed
in August 1997, and has scheduled hearings in early September 1997. Fuqua has
also notified the Company of claims for breaches of certain of the Company's
representations and warranties in the asset sale agreement involving
substantially the same matters submitted to the arbitrator. Any differences
between the actual cost to resolve this contingency and the amount accrued will
be included in operations when the matter is concluded.

NOTE 6 -- INVENTORIES

Inventories are valued at the lower of cost or market and consist of the
following (in thousands):

<TABLE>
<CAPTION>
                                         June 30,           December 31,
                                           1997                1996
                                       -----------         ------------
          <S>                          <C>                 <C> 
          Raw materials                 $  1,230             $  1,108
          Work in process                  2,065                  568
          Finished goods                   2,835                  407
                                       -----------         ------------ 
                                        $  6,130             $  2,083
                                       ===========         ============
</TABLE>

NOTE 7-- NET ASSETS HELD FOR SALE

The Company has announced plans to sell its isokinetics business and its
Ronkonkoma, New York facility, and is currently in negotiations with interested
parties.  Accordingly, the net assets expected to be sold have been presented as
net assets held for sale in the accompanying balance sheet.  Net sales of
isokinetic products were $4,973,000 and $6,372,000 for the six months ended June
30, 1997 and 1996, respectively.


NOTE 8-- NET INCOME (LOSS) PER SHARE

Net income (loss) per share is computed by dividing net income (loss) by the
weighted average shares outstanding during the periods presented.  Common stock
equivalents, consisting of dilutive common stock options, have not been included
in the computation as they are anti-dilutive during periods with a net loss and
are immaterial to the six months ended June 30, 1996.  Historical Trotter shares
have been adjusted retroactively to give effect to the equivalent number of
shares received by the Trotter Stockholders in the Merger (see Note 2).

                                       8
<PAGE>
 
Statement of Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings
per Share," was issued in February 1997 which requires dual presentation of
basic and diluted earnings per share (EPS) for complex capital structures on the
face of the statement of operations. SFAS No. 128 is required to be adopted for
the year-ended 1997; earlier application is not permitted.  The adoption of SFAS
No. 128 would not have a material impact on earnings per share presented for the
three and six months ended June 30, 1997 and 1996.

                                       9
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

OVERVIEW

The Company is a strength and cardiovascular company which develops,
manufactures and sells premium quality, professional performance products for
the commercial and consumer markets.

On May 23, 1997, the merger between a wholly-owned subsidiary of Cybex
International, Inc. ("Cybex") and Trotter Inc. ("Trotter") was consummated (the
"Merger") with Trotter surviving the Merger as a subsidiary of Cybex.  The
transaction was accounted for as a purchase with Trotter deemed to be the
acquiring company for accounting purposes and, therefore, the surviving company
for financial reporting purposes.  As a result, the accompanying historical
financial information is that of Trotter for all periods presented, and also
includes the results of Cybex from the May 23, 1997 acquisition date to June 30,
1997.

Trotter commenced operations in 1973 as one of the pioneers in the manufacture
of treadmills specifically intended for home use. In 1993, Trotter entered the
strength equipment market. Prior to the Merger, Trotter was an indirect, wholly-
owned subsidiary of UM Holdings, Ltd.

Cybex's products are marketed in the United States through direct sales
representatives and independent sales agents. International markets are served
by more than 60 distributors worldwide. Trotter's products are distributed
through independent authorized dealers, a small direct sales force primarily
focused on commercial customers and a limited number of international
distributors. Trotter' sales are divided about equally between the home and
commercial markets. In 1996, Cybex entered into a joint venture with its U.K.
distributor to improve its sales and service efforts in Europe. In connection
with the Merger, the Company terminated the joint venture and entered into a new
distribution agreement with its U.K. distributor.

In connection with the Merger, the Company has announced its plans to sell
Cybex's isokinetics business and Cybex's Ronkonkoma, New York facility, and is
currently in negotiations with interested parties.

RESULTS OF OPERATIONS

In connection with the Merger, the Company incurred unusual and nonrecurring
merger-related costs of $12,208,000, comprised of a pre-tax charge of $2,734,000
related to closing Trotter's Sharpsville manufacturing facility, $2,500,000 of
acquired research and development and $6,974,000 primarily related to conforming
to new accounting and operating policies of the merged company, of which
$2,375,000 is included in cost of sales and $4,599,000 is included in selling,
general and administrative expenses.

                                       10
<PAGE>
 
The following table sets forth selected items from the condensed consolidated
statements of operations as a percentage of net sales, excluding the $12,208,000
of unusual or nonrecurring merger-related charges in 1997:

<TABLE>
<CAPTION>
 
                                           Three Months Ended         Six Months Ended
                                                 June 30,                  June 30,
                                         ---------------------       -------------------
                                            1997        1996            1997      1996
                                         ---------    --------       ---------  --------                                 
    <S>                                  <C>          <C>             <C>       <C> 
    Net sales                               100%          100%         100%        100%
    Cost of sales                            61            65           59          64
                                         ---------    --------       ---------  -------- 
       Gross profit                          39            35           41          36
    Selling, general and administrative 
        expenses                             39            34           33          29
                                         ---------    --------       ---------  --------
    Operating income                         -- %           1%           8%          7%
                                         =========    ========       =========  ========    
</TABLE>

NET SALES

For the three months ended June 30, 1997, the Company's net sales increased 58%
to $15,352,000 from $9,746,000 in the same period of the prior year.  This
increase is directly due to the Merger as the 1997 period includes the combined
sales of the merged companies for the last five weeks of the quarter.

For the six months ended June 30, 1997, the Company's net sales increased 38% to
$30,893,000 from $22,416,000 in the same period of the prior year.
Approximately two-thirds of this increase is directly attributed to the Merger.
The six month sales increase also resulted from a higher volume of treadmill
sales, partially offset by a decrease in climber sales as climber production was
phased out during the second quarter.

GROSS PROFIT

Gross profit increased 6% to $3,602,000 for the three months ended June 30, 1997
and 28% to $10,178,000 for the six months ended June 30, 1997 from the
comparable periods of 1996. The 1997 periods include the results of Cybex for
the last five weeks of the quarter in addition to $2,375,000 of unusual or
nonrecurring merger-related costs charged to cost of sales. On a pro forma
basis, excluding the $2,375,000 of unusual or nonrecurring costs in 1997, gross
margin, as a percent of net sales, increased to 39% for the three months ended
June 30, 1997 from 35% for the comparable period of the prior year. For the six
months ended June 30, 1997, pro forma gross margin as a percent of net sales was
41%, compared to 36% for the same period in the prior year. The margin
improvements in 1997 are due to the addition of Cybex's results, whose products
have higher margins, for the last five weeks of the 1997 periods, in addition to
more favorable product mix and productivity improvements at Trotter in 1997.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased $7,273,000 to $10,548,000
for the three months ended June 30, 1997 and $8,281,000 to $14,755,000 for the
six months ended June 30, 1997 from the comparable periods of 1996. The overall
increases in selling, general and administrative expenses in 1997, exclusive of
the $4,599,000 charge, are due to the 1997 period including Cybex for the last
five weeks of the period and higher costs associated with Cybex's direct sales
force. In addition, during June, the Company was involved in integrating the two
companies' businesses and various duplicate administrative costs existed.  The
1997 period includes the expenses of Cybex for the last five weeks of the
quarter, in addition to $4,599,000 of unusual or nonrecurring merger-related
costs.  On a pro forma basis, excluding the $4,599,000 of unusual or
nonrecurring costs in 1997, selling, general and

                                       11
<PAGE>
 
administrative expenses, as a percent of net sales, increased to 39% for the
three months ended June 30, 1997 from 34% for the comparable period of the prior
year. For the six months ended June 30, 1997 pro forma selling, general and
administrative expenses as a percent of net sales were 33% compared to 29% for
the same period in the prior year.

NONRECURRING CHARGES

The nonrecurring charges during the quarter ended June 30, 1997 include
$2,734,000 of costs related to closing Trotter's Sharpsville manufacturing plant
(primarily the write-off of goodwill and other intangibles, severance costs and
lease termination costs) and $2,500,000 for acquired research and development.

INTEREST EXPENSE

Net interest expense was $193,000 for the three months ended June 30, 1997
versus $261,000 for the three months ended June 30, 1996 and $376,000 for the
six months ended June 30, 1997 versus $563,000 for the six months ended June 30,
1996.  The decrease in interest expense in 1997 is primarily due to strong
operating cash flows in late 1996 and early 1997 which allowed the Company to
reduce its average debt levels.

INCOME TAX PROVISION (BENEFIT)

The Company's effective income tax rate was 31% for the quarter ended June 30,
1997 and 28% for the six months ended June 30, 1997.  The effective tax rate for
the three and six months ended June 30, 1996 was 40% and 41%, respectively.  The
effective tax rate used to record the tax benefit for the three and six months
ended June 30, 1997 was lower than the 1996 effective tax rate due primarily to
the $2.5 million research and development charge not being deductible for income
tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

The Company's financial condition was strengthened at June 30, 1997, as a result
of the Merger, which became effective on May 23, 1997.  Working capital
increased $18,699,000, from $4,205,000 at December 31, 1996 to $22,904,000 at
June 30, 1997, and cash and cash equivalents rose $2,606,000, from $1,656,000 at
December 31, 1996 to $4,262,000, at June 30, 1997.  Tangible net worth rose
$25,567,000, from a net deficit of $1,450,000 at December 31, 1996, to net worth
of $24,117,000 at June 30, 1997 and long-term debt as a percentage of total
equity was reduced to 43%.

For the six months ended June 30, 1997, cash used in operating activities was
$546,000 compared to cash provided by operating activities of $2,459,000 for
the same period in 1996.  The decrease was primarily due to a net loss of
$7,284,000 and a deferred tax benefit of $2,903,000, partially offset by non-
cash nonrecurring charges of $4,195,000 and a non-cash provision for doubtful
accounts of $1,878,000 during the 1997 period versus net income of $554,000 and
a provision for doubtful accounts of $190,000 during the 1996 period.

Cash provided by investing activities of $443,000 for the six months ended June
30, 1997, resulted primarily from cash acquired in the merger of $2,350,000
offset by transaction costs of $1,645,000 and capital expenditures of $262,000.
Cash used in investing activities for the same period in 1996 was $272,000, due
to capital expenditures.

Cash provided by financing activities was $2,709,000 for the six months ended
June 30, 1997 as compared to cash used in financing activities of $1,510,000 for
the same period in 1996.  Cash provided by financing activities during the six
months ended June 30, 1997 consisted mostly of borrowings under the Company's
revolving credit facility, offset partially by repayments of the term loan and
industrial revenue bonds.

                                       12
<PAGE>
 
On June 16, 1997, the Company amended its Loan and Security Agreement ("the
Agreement") to renew and increase funds available under the revolver portion of
the Agreement from $3,000,000 to $12,000,000. In addition, the Company
reestablished financing lines for its lease portfolio and, subsequent to June
30, 1997, sold certain lease receivables to a financial institution for net
proceeds of $2,900,000. Management expects that the cash flow from its
operations and available lines of credit will be sufficient to meet its general
working capital and capital expenditure requirements in the near term. The
Company's finance subsidiary is expected to continue to support its working
capital requirements through periodic sales of its lease portfolios to third
party financial institutions.

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 above. These
include, but are not limited to, competitive factors, technological and product
developments, market demand, and uncertainties relating to the consolidation of
the merged companies businesses.  Further information on these and other factors
which could affect the Company's financial results can be found in the Company's
Report on 10-K for the year ended December 31, 1996 and its proxy statement
dated April 23, 1997.

                                       13
<PAGE>
 
PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

        FUQUA ARBITRATION
        -----------------

        On April 3, 1996, the Company completed the sale of substantially all
        the assets of its Lumex Division to Fuqua Enterprises, Inc. ("Fuqua")
        for $40,750,000 in cash. The asset sale agreement with Fuqua provides
        for a post-closing adjustment to the sales price based on the change in
        the net assets of the Lumex Division from December 31, 1995, through the
        closing date. The Company has received notice from Fuqua that Fuqua
        believes the stated amount of the net assets of the Lumex Division as of
        the closing date are overstated by $9.3 million. The Company has
        determined to proceed to arbitration to resolve parts of this dispute.
        An initial submission to the arbitrator was made by Fuqua in March,
        1997. On March 27, 1997, Fuqua notified the Company of claims for
        breaches of certain of the Company's representations and warranties in
        the asset sale agreement involving substantially the same matters
        submitted to the arbitrator. The Company applied to the New York County
        Supreme Court for a determination of the scope of the arbitration clause
        contained in the purchase price provision of the asset sale agreement.
        On April 18, 1997, the court issued an interim stay of the arbitration
        proceedings pending a hearing of the Company's application to stay
        arbitration as to six of the Fuqua claims. On May 9, 1997, following the
        hearing, the court denied the Company's application for a stay of
        arbitration and ordered the Company to arbitrate the dispute with Fuqua
        in full.

        The Company made its initial submission to the arbitrator in May, 1997
        and filed its notice of appeal of the order issued by the Court dated
        May 9, 1997. The Company perfected its appeal from said order on August
        4, 1997. The arbitrator has directed that pre-hearing briefs be filed in
        August, 1997, and has scheduled hearings in early September, 1997.

        KIRILA ET AL V. CYBEX INTERNATIONAL, INC., ET AL
        ------------------------------------------------

       This action was commenced in the Court of Common Pleas of Mercer County,
       Pennsylvania on May 14, 1997 against the Company, the Company's wholly-
       owned subsidiary, Trotter Inc., and certain officers, directors and
       affiliates of the Company. The Plaintiffs are companies, and the
       principal thereof, which sold to Trotter Inc., a strength equipment
       company in 1993. In accordance with Pennsylvania practice, while this
       action has been instituted, no Complaint has been filed. Accordingly, the
       Company has not received a formal indication of the claims made or relief
       sought in the proceeding or the factual basis alleged to underlie the
       proceeding. The Company has, however, received a letter from counsel for
       the Plaintiffs, indicating that the Plaintiffs will seek compensatory and
       punitive damages in an amount exceeding $12,000,000. The Company intends
       to vigorously defend this matter.


     ITEM 2.  CHANGES IN SECURITIES

        On May 23, 1997, the Company issued 4,273,056 shares of Common Stock to
        UM Equity Corp., pursuant to the Agreement and Plan of Merger dated
        December 27, 1996, as amended, among the Company, the Company's wholly-
        owned subsidiary, Cat's Tail, Inc., and Trotter Inc., in exchange for
        all of the outstanding capital stock of Trotter Inc. In issuing these
        shares, the Company relied on the exemption from registration provided
        by Section 4(2) of the Securities Act of 1933, as amended.

                                       14
<PAGE>
 
     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

        None

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

        The Annual Meeting of Shareholders of the Company was held on May 23,
        1997.  At the meeting, action was taken on the following matters:

        1.     Kay Knight Clarke and Alan H. Weingarten were re-elected
               directors of the Company. Immediately following the meeting,
               directors J. Raymond Elliott, Carol G. Nelson and John C. Spratt
               resigned from the Board, and John Aglialoro, James Carll, Joan
               Carter, Arthur W. Hicks, Jr. and Jerry Lee were appointed to the
               Board.  In addition to the above individuals, Thomas W. Kahle and
               Robert R. McMillan remain as continuing directors of the Company.

        2.     The proposal to adopt the Agreement and Plan of Merger dated as
               of December 27, 1996, as amended (the "Merger Agreement"), among
               the Company, Trotter Inc. and Cat's Tail, Inc., was approved.

        3.     The proposal to authorize an amendment to the Restated
               Certificate of Incorporation of the Company ("Charter Amendment")
               to increase the number of authorized shares of Company Common
               Stock to 20,000,000 shares was approved.

        4.     The proposal to amend the Company's 1995 Omnibus Incentive Plan
               ("Plan Amendment") to increase the aggregate number of shares of
               Company Common Stock that may be subject to benefits thereunder
               to 750,000 shares was approved.

               The number of shares cast for, against or withheld, as well as
               the number of abstentions and broker non-votes, on each matter
               considered at the meeting, were as follows:

 <TABLE>
<CAPTION>
 
                                     SHARES    SHARES              ABSTENTIONS/
                                      VOTED     VOTED     SHARES   BROKER NON-
                                       FOR     AGAINST   WITHHELD     VOTES
                                     -------   -------   --------  ------------ 
    <S>                             <C>        <C>       <C>       <C> 
    1.  Election of Directors
           Kay Knight Clarke        3,747,305    --       444,334      --
           Alan H. Weingarten       3,745,633    --       446,006      --
 
    2.  Approval of Merger
         Agreement                  2,714,196  112,709     19,977   1,344,757
 
    3.  Approval of Charter
         Amendment                  2,879,620  114,759     22,253   1,175,007
 
    4.  Approval of Plan
         Amendment                  2,296,520  466,802     33,751   1,394,566
</TABLE>

                                       15
<PAGE>
 
     ITEM 5.  OTHER INFORMATION

        Jeffrey B. Leeson, Vice President, Strategic Planning and Operations,
        has elected to exercise the Change of Control provision of his
        employment contract and will be leaving the Company. He will be retained
        as a consultant through the remainder of 1997.

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)   Exhibits
              --------
              3.1       Certificate of Amendment of the Certificate of
                        Incorporation of the Company, dated May 27, 1997. (Filed
                        herewith)

              10.1      Distributor Agreement dated June 5, 1997 among the
                        Company, Trotter Inc., Forza Fitness Equipment, Ltd. and
                        Forza Group Ltd. (Filed herewith)

              10.2      Management Employment Agreement between the Company and
                        Peter C. Haines*. (Filed herewith)

              10.3(a)   Amended and Restated Loan and Security Agreement, dated
                        June 16, 1997, among Summit Bank, the Company, and the
                        Company's Subsidiaries. (Filed herewith)

              10.3(b)   First Amendment to Amended and Restated Loan and
                        Security Agreement, dated July 15, 1997, among Summit
                        Bank, the Company, and the Company's Subsidiaries.
                        (Filed herewith)

              10.4      1995 Omnibus Incentive Plan, as amended, incorporated by
                        reference to Exhibit 10(xx) to the Company's
                        Registration Statement on Form S-8 (No. 333-29045),
                        filed June 12, 1997*.

              27.1      Financial Data Schedule.  (Filed herewith)

________________________
        * Executive  compensation plans and arrangements

        (b)   Reports on Form 8-K
              -------------------
 
              On June 6, 1997, the Company filed a Report on Form 8-K, dated May
              23, 1997, reporting on the merger with Trotter Inc. By means of an
              amendment on Form 8-K/A, filed August 6, 1997, this Report
              included the following financial statements:

              The Company - Unaudited Pro Forma Combined Financial Statements
              as of March 31, 1997

              Trotter Inc. - Historical Unaudited Condensed Consolidated
              Financial Statements as of March 31, 1997 and 1996

                                       16
<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/ Peter C. Haines
                                    ------------------------------------------
    August 12, 1997                 Peter C. Haines
                                    President and Chief Executive Officer



                               By:  /s/ William S. Hurley
                                    ------------------------------------------
    August 12, 1997                 William S. Hurley
                                    Vice President and Chief Financial Officer

                                       17
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


EXHIBIT NO.                             DESCRIPTION
-----------                             -----------

     3.1     Certificate of Amendment of the Certificate of Incorporation of the
             Company, dated May 27, 1997. (Filed herewith)

     10.1    Distributor Agreement dated June 5, 1997 among the Company, Trotter
             Inc., Forza Fitness Equipment, Ltd. and Forza Group Ltd. (Filed
             herewith)

     10.2    Management Employment Agreement between the Company and Peter C.
             Haines*. (Filed herewith)

     10.3(a) Amended and Restated Loan and Security Agreement, dated June 16,
             1997, among Summit Bank, the Company, and the Company's
             Subsidiaries. (Filed herewith)

     10.3(b) First Amendment to Amended and Restated Loan and Security
             Agreement, dated July 15, 1997, among Summit Bank, the Company, and
             the Company's Subsidiaries. (Filed herewith)

     10.4    1995 Omnibus Incentive Plan, as amended, incorporated by reference
             to Exhibit 10(xx) to the Company's Registration Statement on Form
             S-8 (No. 333-29045), filed June 12, 1997*.

     27.1    Financial Data Schedule.  (Filed herewith)

____________
     * Executive  compensation plans and arrangements