EX-99.2 4 dex992.htm UNAUDITED PROFORMA CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

Unaudited Proforma Condensed Consolidated Results of Operations

Exhibit 99.2

OPTICAL CABLE CORPORATION

PRO FORMA CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

Presented below is the pro forma impact of the acquisition of SMP Data Communications on May 30, 2008 on the results of operations of Optical Cable Corporation for the year ended October 31, 2007 and for the six months ended April 30, 2008 as though the transaction was completed as of November 1, 2007 and 2006, respectively. The pro forma adjustments include the amortization of the fair market value adjustments to property and equipment, patents and other intangibles; the turn of inventory adjusted to fair value; and the estimated interest cost related to the transaction, all reduced by the estimated income tax benefits.

SMP Data Communications previously reported on a calendar year basis and its results of operations are included in the fiscal year pro forma information for its year ended December 31, 2007, combined with the results of operations of Optical Cable Corporation for its fiscal year ended October 31, 2007. Therefore, the results of SMP Data Communications for the two months ended December 31, 2007 are included in the pro forma results for both periods, and the results of SMP Data Communications for the two months ended December 31, 2006 are excluded from the pro forma results for the fiscal year ended October 31, 2007. Total sales and net income of SMP Data Communications for the two months ended December 31, 2007 totaled $3.4 million (unaudited) and $101,000 (unaudited), respectively.

The pro forma information for the six months ended April 30, 2008 includes the results of operations for SMP Data Communications for the six months ended April 30, 2008, combined with the results of operations of Optical Cable Corporation for the six months ended April 30, 2008.

Six months ended April 30, 2008

(in 000s, except per share data)

(unaudited)

		OCC			SMP			Pro Forma Adjustments				Pro Forma Combined
Net sales		$	26,157		$	10,032		$	—			$	36,189
Gross profit			11,077			2,595			(371	)			13,301
SG&A expenses			8,386			2,599			—				10,985
Royalty income, net			—			612			—				612
Amortization of intangible assets			—			—			539				539
Other income (expense), net			53			18			(287	)			(216	)
Income taxes			1,004			235			(419	)			820
Net income			1,740			391			(777	)			1,354
Net income per share (basic and diluted)		$	0.29		$	—		$	—			$	0.22

Year ended October 31, 2007

(in 000s, except per share data)

(unaudited)

		OCC			SMP*			Pro Forma Adjustments				Pro Forma Combined
Net sales		$	45,503		$	21,552		$	—			$	67,055
Gross profit			17,170			4,200			(321	)			21,049
SG&A expenses			15,300			5,479			—				20,779
Royalty income, net			—			1,930			—				1,930
Amortization of intangible assets			—			—			958				958
Other income (expense), net			48			63			(574	)			(463	)
Income taxes			665			276			(666	)			275
Net income			1,253			437			(1,186	)			504
Net income per share (basic and diluted)		$	0.21		$	—		$	—			$	0.08

* SMP amounts are for the twelve months ended December 31, 2007