SEC Filing - Optical Cable Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2000 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 0-27022 OPTICAL CABLE CORPORATION (Exact name of registrant as specified in its charter) Virginia 54-1237042 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5290 Concourse Drive Roanoke, Virginia 24019 (Address of principal executive offices, including zip code) (540) 265-0690 (Registrant's telephone number, including area code) 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. (1) Yes X No (2) Yes X No As of June 6, 2000, 37,571,371 shares of the registrant's Common Stock, no par value, were outstanding. Of these outstanding shares, 36,000,000 shares were held by Robert Kopstein, Chairman of the Board, President and Chief Executive Officer of the registrant.

OPTICAL CABLE CORPORATION Form 10-Q Index Six Months Ended April 30, 2000 Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets - April 30, 2000 and October 31, 1999.............................................................2 Condensed Statements of Income - Three Months and Six Months Ended April 30, 2000 and 1999.............................3 Condensed Statement of Changes in Stockholders' Equity - Six Months Ended April 30, 2000..................................4 Condensed Statements of Cash Flows - Six Months Ended April 30, 2000 and 1999..........................................5 Condensed Notes to Condensed Financial Statements................6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................... 9-13 Item 3. Quantitative and Qualitative Disclosures About Market Risk........14 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders...............15 Item 6. Exhibits and Reports on Form 8-K..................................16 SIGNATURES

PART I. FINANCIAL INFORMATION Item 1. Financial Statements OPTICAL CABLE CORPORATION Condensed Balance Sheets (Unaudited) April 30, October 31, Assets 2000 1999 -------------- -------------- Current assets: Cash and cash equivalents $ 391,493 $ 6,816,678 Trading securities 12,410,112 ---- Trade accounts receivable, net of allowance for doubtful accounts of $214,000 at April 30, 2000 and $316,000 at October 31, 1999 10,473,227 10,230,717 Income taxes refundable 558,947 ---- Other receivables 302,764 280,219 Due from employees 2,247 8,100 Note receivable 89,300 61,100 Inventories 8,836,407 8,754,423 Prepaid expenses 153,961 106,536 Deferred income taxes 203,258 206,652 -------------- -------------- Total current assets 33,421,716 26,464,425 Note receivable, noncurrent 4,305 32,505 Other assets, net 217,182 188,328 Property and equipment, net 11,127,987 10,826,331 -------------- -------------- Total assets $ 44,771,190 $ 37,511,589 ============== ============== Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses $ 3,486,038 $ 3,370,244 Accrued compensation and payroll taxes 532,738 692,678 Notes payable 494,174 ---- Payable to investment broker 591,818 ---- Income taxes payable ---- 421,803 -------------- -------------- Total current liabilities 5,104,768 4,484,725 Deferred income taxes 191,377 179,789 -------------- -------------- Total liabilities 5,296,145 4,664,514 -------------- -------------- Stockholders' equity: Preferred stock, no par value, authorized 1,000,000 shares; none issued and outstanding ---- ---- Common stock, no par value, authorized 100,000,000 shares; issued and outstanding 37,570,371 shares at April 30, 2000 and 37,414,271 shares at October 31, 1999 4,755,399 4,128,316 Paid-in capital 1,629,891 359,566 Retained earnings 33,089,755 28,359,193 -------------- -------------- Total stockholders' equity 39,475,045 32,847,075 Commitments and contingencies -------------- -------------- Total liabilities and stockholders' equity $ 44,771,190 $ 37,511,589 ============== ============== See accompanying condensed notes to condensed financial statements. 2

OPTICAL CABLE CORPORATION Condensed Statements of Income (Unaudited) Three Months Ended Six Months Ended April 30, April 30, --------------------------- --------------------------- 2000 1999 2000 1999 ----------- ------------ ----------- ------------ Net sales $ 13,028,310 $ 12,434,733 $ 24,374,545 $ 23,276,672 Cost of goods sold 7,119,218 6,724,181 13,260,338 12,843,933 ----------- ------------ ----------- ------------ Gross profit 5,909,092 5,710,552 11,114,207 10,432,739 Selling, general and administrative expenses 3,132,224 2,697,198 5,731,487 5,206,970 ----------- ------------ ----------- ------------ Income from operations 2,776,868 3,013,354 5,382,720 5,225,769 ----------- ------------ ----------- ------------ Other income (expense): Gains on trading securities, net 1,298,051 ---- 1,747,732 ---- Interest income 83,491 53,265 163,881 87,264 Other, net 4,607 (9,354) 7,081 (3,105) ----------- ------------ ----------- ------------ Other income, net 1,386,149 43,911 1,918,694 84,159 ----------- ------------ ----------- ------------ Income before income tax expense 4,163,017 3,057,265 7,301,414 5,309,928 Income tax expense 1,465,575 1,093,938 2,570,852 1,898,366 ----------- ------------ ----------- ------------ Net income $ 2,697,442 $ 1,963,327 $ 4,730,562 $ 3,411,562 =========== ============ =========== ============ Net income per share: Net income per common share $ 0.072 $ 0.052 $ 0.126 $ 0.090 =========== ============ =========== ============ Net income per common share - assuming dilution $ 0.071 $ 0.052 $ 0.125 $ 0.090 =========== ============ =========== ============ See accompanying condensed notes to condensed financial statements. 3

OPTICAL CABLE CORPORATION Condensed Statement of Changes in Stockholders' Equity (Unaudited) Six Months Ended April 30, 2000 -------------------------------------------------------------------------- Common Stock Total --------------------------- Paid-in Retained Stockholders' Shares Amount Capital Earnings Equity ----------- ------------- ----------- ------------ ------------- Balances at October 31, 1999 37,414,271 $ 4,128,316 $ 359,566 $ 28,359,193 $ 32,847,075 Exercise of employee stock options ($3.965 weighted- average price per share) 154,600 613,020 ---- ---- 613,020 Restricted stock award ($9.375 per share) 1,500 14,063 ---- ---- 14,063 Tax benefit of disqualifying disposition of stock options exercised ---- ---- 1,270,325 ---- 1,270,325 Net income ---- ---- ---- 4,730,562 4,730,562 ----------- ----------- ----------- ------------ ------------- Balances at April 30, 2000 37,570,371 $ 4,755,399 $ 1,629,891 $ 33,089,755 $ 39,475,045 =========== =========== =========== ============ ============= See accompanying condensed notes to condensed financial statements. 4

OPTICAL CABLE CORPORATION Condensed Statements of Cash Flows (Unaudited) Six Months Ended April 30, ---------------------------- 2000 1999 ------------ ----------- Cash flows from operating activities: Net income $ 4,730,562 $ 3,411,562 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 377,501 422,563 Bad debt expense (recovery) (38,926) 3,500 Deferred income tax expense 14,982 65,767 Stock-based compensation expense 14,063 ---- Unrealized loss on trading securities, net 1,141,036 ---- (Increase) decrease in: Trading securities (13,551,148) ---- Trade accounts receivable (203,584) (291,237) Other receivables (22,545) 25,487 Due from employees 5,853 (2,075) Inventories (81,984) 427,155 Prepaid expenses (47,425) (109,385) Increase (decrease) in: Accounts payable and accrued expenses 203,115 822,003 Accrued compensation and payroll taxes (159,940) (186,844) Income taxes payable 289,575 226,345 Payable to investment broker 591,818 ---- ------------ ----------- Net cash (used in) provided by operating activities (6,737,047) 4,814,841 ------------ ----------- Cash flows from investing activities: Purchase of property and equipment (757,976) (164,411) Cash surrender value of life insurance (37,356) (50,867) ------------ ----------- Net cash used in investing activities (795,332) (215,278) ------------ ----------- Cash flows from financing activities: Repurchase of common stock ---- (2,866,894) Proceeds from notes payable, net 494,174 ---- Proceeds from exercise of employee stock options 613,020 164,250 ------------ ----------- Net cash provided by (used in) financing activities 1,107,194 (2,702,644) ------------ ----------- Net increase (decrease) in cash and cash equivalents (6,425,185) 1,896,919 Cash and cash equivalents at beginning of period 6,816,678 1,122,277 ------------ ----------- Cash and cash equivalents at end of period $ 391,493 $ 3,019,196 ============ =========== See accompanying condensed notes to condensed financial statements. 5

OPTICAL CABLE CORPORATION Condensed Notes to Condensed Financial Statements Six Months Ended April 30, 2000 (Unaudited) (1) General The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all material adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended April 30, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2000. The unaudited condensed financial statements and condensed notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company's annual financial statements and notes. For further information, refer to the financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended October 31, 1999. (2) Trading Securities Trading securities are recorded at fair value, which is based on quoted market prices. Purchases and sales of trading securities are recognized on a trade-date basis, the date the order to buy or sell is executed. The Company's trading securities are bought and held principally for the purpose of selling them in the near term. Unrealized holding gains and losses for trading securities are included in net income. The amount of net unrealized holding loss that has been included in net income for the six months ended April 30, 2000 was $1,141,036. As of April 30, 2000, the Company's trading securities consist of shares in a stock index mutual fund concentrated in the technology sector. (3) Inventories Inventories at April 30, 2000 and October 31, 1999 consist of the following: April 30, October 31, 2000 1999 ------------ ----------- Finished goods $ 2,421,666 $ 2,976,426 Work in process 3,321,279 2,306,209 Raw materials 3,032,570 3,416,046 Production supplies 60,892 55,742 ------------ ----------- $ 8,836,407 $ 8,754,423 ============ =========== (4) Notes Payable Under a loan agreement with its bank dated March 10, 1999, the Company has a $5 million secured revolving line of credit and a $10 million secured revolving line of credit. The Company's intention is that the $5 million line of credit be available to fund general corporate purposes and that the $10 million (Continued) 6

OPTICAL CABLE CORPORATION Condensed Notes to Condensed Financial Statements (Unaudited) line of credit be available to fund potential acquisitions and joint ventures. The lines of credit bear interest at 1.50 percent above the monthly LIBOR rate and are equally and ratably secured by the Company's accounts receivable, contract rights, inventory, furniture and fixtures, machinery and equipment and general intangibles. The lines of credit will expire on February 28, 2001, unless renewed or extended. While the lines of credit do not require a compensating balance that legally restricts the use of cash amounts, at the bank's request, the Company has agreed to maintain an unrestricted target cash balance of $125,000. (5) Net Income Per Share Net income per common share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Net income per common share - assuming dilution reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income of the entity. The following is a reconciliation of the numerators and denominators of the net income per common share computations for the periods presented: Net Income Shares Per Share Three Months Ended April 30, 2000 (Numerator) (Denominator) Amount --------------------------------- ------------ -------------- ---------- Net income per common share $ 2,697,442 37,541,285 $ 0.072 ========== Effect of dilutive stock options ---- 301,151 ------------ -------------- Net income per common share - assuming dilution $ 2,697,442 37,842,436 $ 0.071 ============ ============== ========== Net Income Shares Per Share Three Months Ended April 30, 1999 (Numerator) (Denominator) Amount --------------------------------- ------------ -------------- ---------- Net income per common share $ 1,963,327 37,824,305 $ 0.052 ========== Effect of dilutive stock options ---- 259,695 ------------ -------------- Net income per common share - assuming dilution $ 1,963,327 38,084,000 $ 0.052 ============ ============== ========== Net Income Shares Per Share Six Months Ended April 30, 2000 (Numerator) (Denominator) Amount ------------------------------- ------------ -------------- ---------- Net income per common share $ 4,730,562 37,496,082 $ 0.126 ========== Effect of dilutive stock options ---- 304,694 ------------ -------------- Net income per common share - assuming dilution $ 4,730,562 37,800,776 $ 0.125 ============ ============== ========== (Continued) 7

OPTICAL CABLE CORPORATION Condensed Notes to Condensed Financial Statements (Unaudited) Net Income Shares Per Share Six Months Ended April 30, 1999 (Numerator) (Denominator) Amount ------------------------------- ------------ -------------- ---------- Net income per common share $ 3,411,562 37,824,305 $ 0.090 ========== Effect of dilutive stock options ---- 259,695 ------------ -------------- Net income per common share - assuming dilution $ 3,411,562 38,084,000 $ 0.090 ============ ============== ========== Subsequent to April 30, 2000 and through June 6, 2000, stock options totaling 1,000 shares of common stock were exercised. (6) Segment Information On November 1, 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosure about Segments of an Enterprise and Related Information." SFAS No. 131 establishes standards for the way public business enterprises are to report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in condensed financial statements of interim periods. The Company has a single reportable segment for purposes of segment reporting pursuant to SFAS No. 131. 8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward Looking Information This Form 10-Q may contain certain "forward-looking" information within the meaning of the federal securities laws. The forward-looking information may include, among other information, (i) statements concerning the Company's outlook for the future, (ii) statements of belief, (iii) future plans, strategies or anticipated events, and (iv) similar information and statements concerning matters that are not historical facts. Such forward-looking information is subject to risks and uncertainties that may cause actual events to differ materially from the expectations of the Company. Factors that could cause or contribute to such differences include, but are not limited to, the level of sales to key customers, actions by competitors, fluctuations in the price of raw materials (including optical fiber), the Company's dependence on a single manufacturing facility, the ability of the Company to protect its proprietary manufacturing technology, the Company's dependence on a limited number of suppliers, an adverse price change in trading securities held by the Company, technological changes and introductions of new competing products, changes in market demand, productivity, weather, and market and economic conditions in the areas of the world in which the Company operates and markets its products. Results of Operations Three Months Ended April 30, 2000 and 1999 Net Sales Net sales consist of gross sales of products, less discounts, refunds and returns. Net sales increased 4.8 percent to $13.0 million in second quarter 2000 from $12.4 million for the same period in 1999. This increase was primarily attributable to increased sales volume. Total cable meters shipped in second quarter 2000 increased 8.9 percent to 43.7 million from 40.1 million cable meters shipped for the same period in 1999. This increase in cable meters shipped was a result of a 990,000 increase in multimode cable meters shipped coupled with a 2.6 million increase in single-mode cable meters shipped. Multimode cable generally has a higher selling price than single-mode cable. Management believes that there is a trend in the marketplace of an accelerated pace of fiber deployment, particularly of the type sold by the Company. Such a trend could positively affect net sales in the future. Gross Profit Margin Cost of goods sold consists of the cost of materials, compensation costs and overhead related to the Company's manufacturing operations. The Company's gross profit margin (gross profit as a percentage of net sales) remained relatively constant at 45.4 percent in second quarter 2000 and 45.9 percent in second quarter 1999. Selling, General and Administrative Expenses Selling, general and administrative expenses consist of the compensation costs (including sales commissions) for sales and marketing personnel, travel expenses, customer support expenses, trade show expenses, advertising, the compensation cost for administration, finance and general management personnel, as well as legal and accounting fees. Selling, general and administrative expenses as a percentage of net sales were 24.0 percent in second quarter 2000 compared to 21.7 percent in second quarter 1999. This higher percentage reflects the fact that net sales for second quarter 2000 increased 4.8 percent compared to second quarter 1999, while selling, general and administrative expenses increased 16.1 percent. Selling, general and administrative expenses as a percentage of net sales increased largely as a result of an increase in the Company's sales force and the expansion of marketing efforts towards both distributors and end users. (Continued) 9

Other Income Other income increased $1.3 million to $1.4 million for the three months ended April 30, 2000, compared to $44,000 for the same period in 1999. During fiscal year 2000, the Company began investing in trading securities and has recognized related gains on trading securities, net, of $1.3 million in other income for the three months ended April 30, 2000. Although the Company actively purchases and sells trading securities in order to realize such gains, it should not be expected that these gains will be recurring. Income Before Income Tax Expense Income before income tax expense increased 36.2 percent to $4.2 million for the three months ended April 30, 2000 compared to $3.1 million for the three months ended April 30, 1999. This increase was primarily due to gains on trading securities, net, and an increase in sales volume, offset by increased selling, general and administrative expenses. Income Tax Expense Income tax expense increased $372,000 to $1.5 million for the three months ended April 30, 2000 compared to $1.1 million for the same period in 1999 due to the increase in income before income tax expense. The Company's effective tax rate was 35.2 percent during the three months ended April 30, 2000 compared to 35.8 percent for the same period in 1999. Net Income Net income for second quarter 2000 was $2.7 million compared to $2.0 million for second quarter 1999. Net income increased $734,000 due to the $1.1 million increase in income before tax expense, offset by the increase in income tax expense of $372,000. This increase in net income can be attributed to the $1.3 million in other income of net recognized gains on trading securities. Six Months Ended April 30, 2000 and 1999 Net Sales Net sales consist of gross sales of products, less discounts, refunds and returns. Net sales increased 4.7 percent to $24.4 million for the six months ended April 30, 2000 from $23.3 million for the same period in 1999. This increase was attributable to the 4.7 percent increase in net sales in first quarter 2000 compared to the same period in 1999, which, in turn, was due to increased sales volume, and to the 4.8 percent increase in net sales in second quarter 2000 compared to the same period in 1999 as described above. Gross Profit Margin Cost of goods sold consists of the cost of materials, compensation costs and overhead related to the Company's manufacturing operations. The Company's gross profit margin (gross profit as a percentage of net sales) remained relatively constant at 45.6 percent for the six months ended April 30, 2000 and 44.8 percent for the six months ended April 30, 1999. (Continued) 10

Selling, General and Administrative Expenses Selling, general and administrative expenses consist of the compensation costs (including sales commissions) for sales and marketing personnel, travel expenses, customer support expenses, trade show expenses, advertising, the compensation cost for administration, finance and general management personnel, as well as legal and accounting fees. Selling, general and administrative expenses as a percentage of net sales were 23.5 percent for the six months ended April 30, 2000 compared to 22.4 percent for the six months ended April 30, 1999. This higher percentage reflects the fact that net sales for the six months ended April 30, 2000 increased 4.7 percent compared to the same period in 1999, while selling, general and administrative expenses increased 10.1 percent, due to increased marketing efforts. Other Income Other income increased $1.8 million to $1.9 million for the six months ended April 30, 2000, compared to $84,000 for the same period in 1999. During fiscal year 2000, the Company began investing in trading securities and has recognized related gains on trading securities, net, of $1.7 million in other income for the six months ended April 30, 2000. Although the Company actively purchases and sells trading securities in order to realize such gains, it should not be expected that these gains will be recurring. Income Before Income Tax Expense Income before income tax expense increased 37.5 percent to $7.3 million for the six months ended April 30, 2000 compared to $5.3 million for the six months ended April 30, 1999. This was primarily due to gains on trading securities, net, and an increase in sales volume, offset by increased selling, general and administrative expenses. Income Tax Expense Income tax expense increased $672,000 to $2.6 million for the six months ended April 30, 2000 compared to $1.9 million for the same period in 1999, consistent with the increase in income before income tax expense. The Company's effective tax rate was 35.2 percent during the six months ended April 30, 2000 compared to 35.8 percent for the same period in 1999. Net Income Net income for the six months ended April 30, 2000 was $4.7 million compared to $3.4 million for the six months ended April 30, 1999. Net income increased $1.3 million due to the $2.0 million increase in income before income tax expense, offset by the increase in income tax expense of $672,000. This increase in net income can be attributed to the $1.7 million in other income of net recognized gains on trading securities. Financial Condition Total assets at April 30, 2000 were $44.8 million, an increase of $7.3 million, or 19.4 percent from October 31, 1999. This increase was primarily due to the Company investing its cash and cash equivalents on hand at October 31, 1999 as well as cash flows from operating income generated during the six-month period ended April 30, 2000 in trading securities. In addition, realized gains from these trading activities were reinvested during the six-month period ended April 30, 2000. As a result, cash and cash equivalents have decreased $6.4 million and trading securities have increased $12.4 million. Total stockholders' equity at April 30, 2000 increased $6.6 million, or 20.2 percent from October 31, 1999. Net income retained and an increase in paid-in capital of $1.3 million resulting from the tax benefit of disqualifying disposition of stock options exercised accounted for the majority of this increase. During the six months ended (Continued) 11

April 30, 2000, employees realized gains on the premature disposition of stock options exercised of approximately $3.4 million. The $1.3 million tax benefit to the Company of those gains has been reflected as an increase in paid-in capital. Liquidity and Capital Resources During the first six months of fiscal years 2000 and 1999, the Company's primary capital needs have been to fund working capital requirements and capital expenditures as needed. The Company's primary source of financing has been cash provided from operations; however, the Company does maintain bank lines of credit as described below. As of April 30, 2000, there was a balance of approximately $494,000 outstanding under these lines of credit for working capital purposes. There was no balance outstanding under the lines as of the end of fiscal year 1999 or the end of the first quarter of fiscal year 2000. Under a loan agreement with its bank dated March 10, 1999, the Company has a $5 million secured revolving line of credit available for general corporate purposes and a $10 million secured line of credit available to fund potential acquisitions, mergers and joint ventures. The lines of credit bear interest at 1.50 percent above the monthly LIBOR rate and are equally and ratably secured by the Company's accounts receivable, contract rights, inventory, furniture and fixtures, machinery and equipment and general intangibles. The lines of credit will expire on February 28, 2001, unless renewed or extended. As of the date hereof, the Company has no additional material sources of financing. The Company believes that its cash flow from operations and available lines of credit will be adequate to fund its operations for at least the next twelve months. Cash flows used in operations were approximately $6.7 million for the six months ended April 30, 2000. Cash flows from operations were approximately $4.8 million for the six months ended April 30, 1999. For the six months ended April 30, 2000, cash flows used in operations were primarily due to the purchase of approximately $13.6 million in trading securities, partially offset by cash provided by operating income, realized net gains on trading securities of $2.9 million and an increase in payable to investment broker of $592,000. Cash flows from operations for the six months ended April 30, 1999 were primarily provided by operating income, a decrease in inventory of $427,000 and an increase in accounts payable and accrued expenses of $822,000, offset by an increase in trade accounts receivable of $291,000 and income taxes paid of $1.6 million. Net cash used in investing activities was mainly for expenditures related to facilities and equipment and was $758,000 and $164,000 for the six months ended April 30, 2000 and 1999, respectively. As of April 30, 2000, there were no material commitments for additional capital expenditures. Net cash provided by financing activities was $1.1 million for the six months ended April 30, 2000 and related to proceeds from the exercise of employee stock options and proceeds from notes payable. Net cash used in financing activities was $2.7 million for the six months ended April 30, 1999 and primarily related to the Company's common stock repurchase program. The Company's Board of Directors has authorized the repurchase of up to $20 million of the Company's common stock in the open market or in privately negotiated transactions. Through April 30, 2000, the Company has repurchased approximately $14.9 million of its common stock in such transactions since the inception of the Company's share repurchase program in October 1997. The repurchases were funded through cash flows from operations. The Company may use excess working capital and other sources as appropriate to finance the remaining share repurchase program. (Continued) 12

Derivatives The Company does not use derivatives or other off-balance sheet instruments such as future contracts, forward obligations, interest rate swaps, or options. Future Accounting Considerations In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133." SFAS No. 137 defers the effective date of SFAS No. 133 to apply to all fiscal quarters of all fiscal years beginning after June 15, 2000. It is not anticipated that SFAS No. 133 will have a material effect on the financial position, results of operations or liquidity of the Company. As of April 30, 2000, there are no other new accounting standards issued, but not yet adopted by the Company, which are expected to be applicable to the Company's financial position, operating results or financial statement disclosures. 13

Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company does not engage in derivative financial instruments or derivative commodity instruments. As of April 30, 2000, the Company's financial instruments are not exposed to significant market risk due to interest rate risk, foreign currency exchange risk or commodity price risk. However, as of April 30, 2000, the Company's trading securities, which consist of shares in a stock index mutual fund concentrated in the technology industry sector, are exposed to equity price risk. As of April 30, 2000, the Company's trading securities have experienced an 8.4 percent decline in value since the date of purchase. It is reasonably possible that the price of these trading securities, valued at approximately $12.4 million as of April 30, 2000, could continue to experience an adverse change in the near term. For illustration purposes, assuming a 30 percent adverse change in the fund's equity price, the Company's trading securities would decrease in value by approximately $3.7 million, based on the value of the Company's portfolio as of April 30, 2000. This assumption is not necessarily indicative of future performance and actual results may differ materially. 14

PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The following information is furnished for matters submitted to a vote of security holders during the three months ended April 30, 2000: (a) The Annual Meeting of Shareholders of Optical Cable Corporation was held on March 14, 2000. (b) The name of each director elected at the meeting follows: Robert Kopstein Luke J. Huybrechts Kenneth W. Harber Randall H. Frazier John M. Holland (c) A brief description of each matter voted upon at the meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for office follows: 1. To elect the following five directors to serve for the terms of office specified in the proxy statement and until their successors are duly elected and qualified. Votes Votes Broker Director Votes for against abstaining non-votes -------- --------- ------- ---------- --------- Robert Kopstein 32,843,119 - 9,984 - Luke J. Huybrechts 32,842,919 - 10,184 - Kenneth W. Harber 32,842,919 - 10,184 - Randall H. Frazier 32,842,669 - 10,434 - John M. Holland 32,842,919 - 10,184 - 2. To ratify the selection of KPMG LLP as independent accountants for the Company for the fiscal year 2000. Votes Votes Broker Votes for against abstaining non-votes ------------- -------- --------- ---------- 32,850,079 766 2,258 ------- 15

PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits required by Item 601 of Regulation S-K for the six months ended April 30, 2000. 27 Financial Data Schedule. (b) Reports on Form 8-K filed during the three months ended April 30, 2000. None 16

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. OPTICAL CABLE CORPORATION (Registrant) Date: June 14, 2000 /s/Robert Kopstein -------------------- Robert Kopstein Chairman of the Board, President and Chief Executive Officer Date: June 14, 2000 /s/Kenneth W. Harber -------------------- Kenneth W. Harber Vice President of Finance, Treasurer and Secretary (principal financial and accounting officer) 17

INDEX TO ATTACHED EXHIBITS Exhibit Number Description -------------- ----------- 27 Financial Data Schedule. 18

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED APRIL 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. Amounts inapplicable or not disclosed as a separate line on the Balance Sheet or Statement of Income are reported as 0 herein. 1,000 U.S. Dollars 6-MOS OCT-31-2000 NOV-01-1999 APR-30-2000 1 391 12,410 10,781 214 8,836 33,422 16,600 5,472 44,771 5,105 0 0 0 4,755 34,720 44,771 24,375 26,293 13,260 18,992 0 (39) 0 7,301 2,571 4,730 0 0 0 4,730 0.126 0.125