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.
