EXHIBIT 99.2 On December 15, 2006, the Company sold all of the issued and outstanding membership interests in BDR Broadband, LLC (which prior to the transaction had been a wholly owned subsidiary of the Company) to DirecPath Holdings, LLC. The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2006 is presented as if the sale transaction had been completed as of such date. The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2005 and the nine month period ended September 30, 2006 are presented as if the sale transaction had been completed as of January 1, 2005 and January 1, 2006, respectively. The unaudited pro forma condensed consolidated financial statements include specific assumptions and adjustments related to the sale of BDR Broadband, LLC. The pro forma adjustments have been made to illustrate the estimated financial effect of the sale transaction as if the sale transaction had occurred on the dates set forth above. The adjustments are based upon available information and assumptions that the Company believes are reasonable as of the date of this Form 8-K filing. Assumptions underlying the pro forma adjustments are described in the notes accompanying the pro forma condensed consolidated financial information presented and should be read in conjunction with the Company's historical financial statements and related notes contained in the Company's quarterly report on Form 10-Q for the period ended September 30, 2006 and the Company's annual report on Form 10-K for the fiscal year ended December 31, 2005. In the opinion of management, the accompanying unaudited pro forma condensed consolidated balance sheet and statements of operation include all material adjustments necessary to reflect, on a pro forma basis, the impact of the sale transaction on the historical financial information of the Company. The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not indicative of any future results of operation or results that might have occurred if the sale transaction had actually been completed on the indicated dates. BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES Pro Form Condensed Consolidated Balance Sheet (in thousands) (unaudited) As of September 30, 2006 ------------------------------------------- Pro Forma Pro Forma As Reported Adjustments(1) As Adjusted ------------- ---------------- ------------ Assets Current assets: Cash 144 74 70 Accounts Receivable - net 4,551 261 4,290 Inventories, non-current 8,702 0 8,702 Other current assets 1,148 0 1,148 ------- -------- ------------ Total current assets 14,545 335 14,210 Inventories, non-current 4,996 0 4,996 Property, plant & equipment - net 5,790 1,125 4,665 Intangibles 2,194 611 1,583 Other assets 1,303 67 1,236 Deferred income taxes 1,705 1,705 ------- -------- -------- 30,533 2,138 28,395 ======= ======== ======== Liabilities & Stockholder's Equity Current liabilities: Current portion of long-term debt 2,859 0 2,859 Accounts payable 2,449 53 2,396 Other current liabilities 1,356 148 1,208 ------- -------- -------- Total current liabilities 6,664 201 6,463 ------- -------- -------- Long-term debt 3,124 3,124 Common stock 8 8 Paid-in capital 24,371 24,371 Retained earnings 3,528 1,937 1,591 Accumulated other comprehensive loss (821) (821) Treasury stock (6,341) (6,341) ------- -------- -------- Total stockholders' equity 20,745 1,937 18,808 ------- -------- -------- 30,533 2,138 28,395 ======= ======== ========= See accompanying notes to consolidated financial statements. BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES Pro Form Condensed Consolidated Statement of Operations (in thousands, except per share amounts) (unaudited) Year Ended December 31, 2005 --------------------------------------------- Pro Forma Pro Forma As Reported Adjustments(2) As Adjusted ------------- -------------- ------------- Net sales 36,468 1,738 34,730 Cost of good sold 28,164 765 27,399 ---------- ----------- ---------- Gross profit 8,304 973 7,331 Operating Expenses: Selling expenses 4,481 0 4,481 G & A 6,542 1,520 5,022 R & D 1,552 0 1,552 ----------- ----------- ---------- 12,575 1,520 11,055 ----------- ----------- ---------- Earnings (loss) from operations (4,271) (547) (3,724) Other expenses Interest expense (796) 0 (796) Interest income & other income 4 3 1 Equity in loss of BTT (437) 0 (437) ----------- ----------- ---------- (1,229) 3 (1,232) ----------- ----------- ---------- Net loss (5,500) (544) (4,956) =========== =========== ========== Basic & diluted loss per share (0.69) (0.62) =========== ========== Basic & diluted weighted average shares outstanding 8,015 8,015 See accompanying notes to consolidated financial statements. BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES Pro Form Condensed Consolidated Statement of Operations (in thousands, except per share amounts) (unaudited) Nine Months Ended September 30, 2006 --------------------------------------------------------------- Pro Forma Pro Forma As Reported Adjustments(3) As Adjusted --------------- --------------- ------------ Net sales 29,977 1,410 28,567 Cost of good sold 19,305 486 18,819 ---------- -------------- ----------- Gross profit 10,672 924 9,748 Operating Expenses: Selling expenses 3,564 0 3,564 G & A 5,306 1,291 4,015 R & D 1,190 0 1,190 ---------- --------------- ----------- 10,060 1,291 8,769 ---------- ---------------- ---------- Earnings (loss) from operations 612 (367) 979 Other expenses Interest expense (542) 0 (542) Interest income & other income 0 0 0 Equity in loss of BTT (107) 0 (107) ----------- --------------- ----------- (649) 0 (649) ----------- --------------- ----------- Net loss (37) (367) 330 ============ ============== ============ Basic & diluted loss per share (0.00) 0.04 ============ ============== Basic & diluted weighted average shares outstanding 7,845 7,845 See accompanying notes to consolidated financial statements. BLONDER TONGUE LABORATORIES, INC. Notes to Unaudited Condensed Consolidated Pro Form Financial Statements (1) The adjustment amounts set forth in this column represent the estimated balances of the corresponding balance sheet accounts of BDR Broadband, LLC as of September 30, 2006. (2) The adjustment amounts set forth in this column represent the corresponding accounts as set forth on BDR Broadband, LLC's Statement of Operation for the year ended December 31, 2005. (3) The adjustment amounts set forth in this column represent the corresponding estimated accounts as set forth on BDR Broadband, LLC's Statement of Operation for the nine months ended September 30, 2006.
Blonder Tongue Laboratories (BDRL) 8-KEntry into a Material Definitive Agreement
Filed: 21 Dec 06, 12:00am