Bell Industries 8-K/A Statements of Assets Acquired and Liabilities Assumed and Statements of Revenues and Direct Expenses

Exhibit 99.2

INDEX

Introduction to Pro Forma Combined Financial Statements	F-13
Pro Forma Combined Balance Sheet	F-14
Pro Forma Combined Statement of Operations	F-15
Notes to Pro Forma Combined Financial Statements	F-16

BELL INDUSTRIES, INC.
INTRODUCTION TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

The following unaudited pro forma combined financial statements give effect to the combination of Bell Industries, Inc. (the “Company”) with SkyTel, which was acquired by the Company effective January 31, 2007. The pro forma combined financial statements are based upon the historical financial statements of the Company and SkyTel and the estimates and assumptions set forth below and in the notes to the pro forma combined financial statements.

The pro forma combined balance sheet gives effect to the combination of the Company with SkyTel as if the acquisition had occurred on the Company’s latest balance sheet date, December 31, 2006.

The pro forma combined statement of operations for the year ended December 31, 2006 gives effect to the acquisition of SkyTel as if the acquisition had been made on January 1, 2006. The pro forma combined statement of operations for the year ended December 31, 2006 includes the audited financial information of the Company for the year ended December 31, 2006 and the audited statement of revenues and direct expenses of SkyTel for the year ended December 31, 2006.

The pro forma adjustments are based upon preliminary estimates, available information and certain assumptions that management deems appropriate. The unaudited pro forma combined financial data presented herein does not purport to represent the results that the Company would have obtained had the acquisition of SkyTel occurred at the beginning of the period, as assumed, or the future results of the Company. The pro forma combined financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto filed on Form 10-K and the audited financial information of SkyTel included elsewhere is this Form 8-K.

F-13

BELL INDUSTRIES, INC.
PRO FORMA COMBINED BALANCE SHEET
DECEMBER 31, 2006
($ in 000s)
(Unaudited)

	Bell					Pro Forma			Pro Forma
	Industries, Inc.			SkyTel		Adjustments			Combined
Assets
Current Assets:
Cash and cash equivalents	$	3,637				$	(3,637	)(a)	$	—
Accounts receivable, net		16,835			16,001					32,836
Inventories		9,548			1,755					11,303
Prepaid expenses and other current assets		2,761			3,258					6,019
Total current assets		32,781			21,014		(3,637	)		50,158
Fixed assets, net		3,553			29,406		(10,469	)(a)		22,490
Intangible assets, net					5,578		(873	)(a)		4,705
Other assets		1,641								1,641
Acquisition deposit		3,450					(3,450	)(a)		—
Acquisition related costs		1,689					(1,689	)(a)		—
Total assets	$	43,114		$	55,998	$	(20,118	)	$	78,994
Liabilities and Stockholders’ Equity
Current liabilities:
Floor plan payables	$	213							$	213
Accounts payable		12,419			786					13,205
Accrued payroll		1,922								1,922
Accrued liabilities		6,684			1,407					8,091
Deferred revenue					7,556					7,556
Total current liabilities		21,238			9,749		—			30,987
Bank credit facility							15,957	(a)		15,957
Convertible Notes							10,000	(a)		8,215
							(1,785	)(b)
Deferred compensation, environmental matters and other		3,622			174		625	(b)		4,421
Total liabilities		24,860			9,923		24,797			59,580
Stockholders’ equity:
Common stock		33,400								33,400
Accumulated deficit		(15,421	)				1,785	(b)		(14,261	)
							(625	)(b)
Accumulated other comprehensive income		275								275
Equity of acquired business					46,075		(46,075	)(a)		—
Total stockholders’ equity		18,254			46,075		(44,915	)		19,414
Total liabilities and stockholders’ equity	$	43,114		$	55,998	$	(20,118	)	$	78,994

F-14

BELL INDUSTRIES, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
DECEMBER 31, 2006
($ in 000s)
(Unaudited)

	Bell					Pro Forma			Pro Forma
	Industries, Inc.			SkyTel		Adjustments			Combined
Revenues
Products	$	88,220							$	88,220
Services		32,076		$	117,719					149,795
Total revenues		120,296			117,719		—			238,015
Costs and expenses
Cost of products sold		71,872			5,329					77,201
Cost of services provided		26,260			64,307		13,897	(a)		104,464
Selling and administrative		30,969			19,519		2,506	(b)		54,213
							566	(c)
							653	(d)
Depreciation and amortization		1,237			5,900					7,137
Interest (income) expense, net		(456	)				456	(e)		2,415
							2,236	(f)
							179	(g)
Total costs and expenses		129,882			95,055		18,078			245,430
Income (loss) from continuing operations before income taxes		(9,586	)		22,664		(18,078	)		(7,415	)
Provision for (benefit from) income taxes		(2,222	)				(373	)(h)		(2,595	)
Income (loss) from continuing operations	$	(7,364	)	$	22,664	$	(17,705	)	$	(4,820	)
									��
Weighted averages shares outstanding		8,568								8,568
Income (loss) from continuing operations per share	$	(0.86	)						$	(0.56	)

F-15

BELL INDUSTRIES, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

1.   UNAUDITED PRO FORMA BALANCE SHEET ADJUSTMENTS

(a)

Adjustment to reflect purchase accounting entries related to initial purchase price of $23 million plus working capital adjustment of $7.0 million and deal costs of approximately $4.7 million. Asset values are based upon a FAS 141 valuation performed as of the acquisition date. As a result of the asset valuations, the net assets acquired were in excess of the aggregate purchase price and therefore, the fixed assets and intangible assets were written down on a pro rata basis. Note that the purchase price was partially funded via a deposit of $3.45 million paid when the acquisition agreement was signed in November 2006, which was on the Bell balance sheet at December 31, 2006, the use of the remaining cash balance, the issuance of $10 million in convertible notes and borrowings of approximately $16 million under the Company’s asset based credit facility.

(b)

Adjustment to record beneficial conversion feature related to issuance of convertible notes with a conversion rate of $3.81 per share when the market price at date of issuance was $4.49 per share, using an effective income tax rate of 35%.

2.   UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS

(a)	Adjustment to reflect the cost of third party telecommunications services since the costs reflected by SkyTel are based upon a cost allocation from Verizon and are at reduced rates from those the Company will pay after the closing of the transaction.
(b)	Adjustment to reflect the cost of facilities based upon post acquisition lease rates since prior to the acquisition these facilities were shared with Verizon and no costs were allocated to SkyTel by Verizon.
(c)	Adjustment to reflect the cost of liability and other customary insurance coverages based upon post acquisition insurance rates as prior to the acquisition these costs were not allocated to SkyTel by Verizon.
(d)	Adjustment to reflect the cost of additional general and administrative staff required to be added by the Company after the acquisition for services such as legal, accounting and human resources as prior to the acquisition these functions were performed by Verizon and no costs were allocated to SkyTel by Verizon.
(e)	Adjustment to reflect the elimination of interest income since excess cash was used to fund a portion of the purchase price.
(f)	Adjustment to reflect interest on debt issued to fund the acquisition of SkyTel including the convertible notes at 8% and the asset based credit facility at 9% (prime rate of 8.25% plus .75%)
(g)	Adjustment to record charge for beneficial conversion feature related to issuance of convertible notes with a conversion rate of $3.81 per share when the market price at date of issuance was $4.49 per share.
(h)	Adjustment to reflect income tax benefit at 35%.

F-16