Form 8-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2010

 

 

OPTICAL CABLE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   000-27022   54-1237042

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

5290 Concourse Drive

Roanoke, VA

  24019
(Address of principal executive offices)   (Zip Code)

(540) 265-0690

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Table of Contents

Table of Contents

Item

2.02 Results of Operations and Financial Condition

Item

9.01 Financial Statements and Exhibits

Signatures

Exhibits

 

Item 2.02. Results of Operations and Financial Condition

On January 29, 2010, Optical Cable Corporation issued a press release announcing its fourth quarter and fiscal year 2009 financial results. Also on January 29, 2010, Optical Cable Corporation held an earnings call. The press release is attached hereto as Exhibit 99.1 and the transcript for the earnings call is attached as Exhibit 99.2.

 

Item 9.01. Financial Statements and Exhibits

 

(c)    Exhibits
   The following are filed as Exhibits to this Report.

 

Exhibit No.

  

Description of Exhibit

99.1    Press release issued January 29, 2010 (FILED HEREWITH)
99.2    Transcript of earnings call on January 29, 2010 (FILED HEREWITH)


Table of Contents

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 hereunto duly authorized.

 

OPTICAL CABLE CORPORATION

By:

 

/S/    TRACY G. SMITH        

Name:

  Tracy G. Smith

Title:

  Senior Vice President and Chief Financial Officer

Dated: February 4, 2010


Table of Contents

EXHIBIT INDEX

OPTICAL CABLE CORPORATION

Current report on Form 8-K

 

Exhibit No.

  

Description of Exhibit

99.1    Press release issued January 29, 2010 (FILED HEREWITH)
99.2    Transcript of earnings call on January 29, 2010 (FILED HEREWITH)
Press release

Exhibit 99.1

 

LOGO  

OPTICAL CABLE CORPORATION

5290 Concourse Drive

Roanoke, VA 24019

(Nasdaq GM: OCCF)

www.occfiber.com

AT THE COMPANY:

 

Neil Wilkin    Tracy Smith
President & CEO    Senior Vice President & CFO
(540) 265-0690    (540) 265-0690
investorrelations@occfiber.com    investorrelations@occfiber.com

AT JOELE FRANK, WILKINSON BRIMMER KATCHER:

 

Andrew Siegel   Aaron Palash
(212) 355-4449 ext. 127   (212) 355-4449 ext. 103
asiegel@joelefrank.com   apalash@joelefrank.com

FOR IMMEDIATE RELEASE

OPTICAL CABLE CORPORATION REPORTS

FOURTH QUARTER AND FISCAL YEAR 2009 FINANCIAL RESULTS

ROANOKE, VA, January 29, 2010 — Optical Cable Corporation (Nasdaq GM: OCCF) (“OCC”) today announced financial results for its fiscal year and fourth quarter ended October 31, 2009.

Fiscal Year 2009 Financial Results

OCC’s consolidated net sales for fiscal year 2009 decreased 4.0% to $58.6 million from $61.0 million for fiscal year 2008. The Company believes that the decline in net sales is primarily attributable to the global economic recession. The sale of enterprise connectivity products, which were consolidated for the full year, added $13.0 million to OCC’s consolidated net sales during fiscal year 2009. These products, which were consolidated for only five months during fiscal year 2008 after the May 30, 2008 acquisition of SMP Data Communications, added $8.0 million to OCC’s consolidated net sales during fiscal year 2008.

Gross profit decreased 17.9% to $19.8 million for fiscal year 2009, compared to $24.2 million for fiscal year 2008. Gross profit as a percentage of net sales (or gross profit margin) for fiscal year 2009 decreased to 33.9% compared to 39.6% for fiscal year 2008, largely due to lower gross profit margins for enterprise connectivity products.


Optical Cable Corp. – Fourth Quarter 2009 Earnings Release

Page 2 of 7

 

OCC recorded a net loss of $1.9 million, or $0.34 per basic and diluted share, for fiscal year 2009, compared to net income of $2.2 million, or $0.36 per basic and diluted share, for fiscal year 2008.

Contributing to the net loss during fiscal year 2009 were non-cash, non-recurring special charges. The Company recorded a charge of $344,000 to write-off certain intangible assets associated with the acquisition of SMP Data Communications and pre-tax losses of $1.6 million associated with the SG&A expenses of a start-up business in which OCC acquired a controlling interest on August 1, 2008.

Fourth Quarter 2009 Financial Results

Consolidated net sales for the fourth quarter of fiscal year 2009 decreased 23.6% to $14.1 million compared to net sales of $18.4 million for the comparable period last year. The sale of enterprise connectivity products added $3.3 million and $4.7 million to OCC’s consolidated net sales during the fourth quarters of fiscal years 2009 and 2008, respectively.

Gross profit decreased 29.6% to $4.8 million in the fourth quarter of fiscal year 2009 compared to $6.9 million in the fourth quarter of 2008. Gross profit as a percentage of net sales (or gross profit margin) for the fourth quarter of fiscal year 2009 decreased to 34.4% compared to 37.4% for the fourth quarter of fiscal 2008, as manufacturing costs were spread over lower volumes and as the lower gross profit margins associated with the enterprise connectivity products historically sold by SMP Data Communications contributed a dilutive gross profit margin effect for a full twelve months versus only five months in fiscal year 2008.

OCC recorded a net loss of $90,000, or $0.01 per basic and diluted share, for the fourth quarter of fiscal 2009, compared to a net loss of $10,000, or no earnings per basic and diluted share, for the same period last year.

Contributing to the net loss during the quarter were non-cash, non-recurring special charges. The Company recorded a charge of $153,000 to write-off certain intangible assets associated with the acquisition of SMP Data Communication and pre-tax losses of $446,000 related to the start-up business in which OCC acquired a controlling interest on August 1, 2008.

The Company’s results in the fourth quarter of 2009 were positively impacted by cost reduction initiatives. During fiscal year 2009, among other actions to curtail expenses, OCC reduced headcount by approximately 10% and negotiated new shipping contracts.

Management’s Comments

Neil Wilkin, President and Chief Executive Officer of OCC, said “OCC finished fiscal year 2009 with positive cash flow from operations, positive EBITDA (earnings before interest, taxes, depreciation and amortization), and a strong balance sheet, all despite the severe economic recession impacting our industry. In light of the significant revenue declines that our industry experienced in 2009, OCC performed well relative to many competitors. Importantly, we also achieved improved operating results in our fourth quarter as compared to our third quarter of 2009, as OCC began to realize the benefit of cost reduction initiatives implemented earlier in the year.”


Optical Cable Corp. – Fourth Quarter 2009 Earnings Release

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“Fiscal 2009 was challenging for our company, our industry, and the global economy, but we have taken the right steps to strategically position OCC for long-term success in our markets. We are confident that by continuing to execute on our strategic plan and by completing the integration of our recent acquisitions, we can deliver improved shareholder value,” stated Mr. Wilkin.

Company Information

Optical Cable Corporation is a leading manufacturer of a broad range of fiber optic and copper data communications cabling and connectivity solutions primarily for the enterprise market, offering an integrated suite of high quality, warranted products which operate as a system solution or seamlessly integrate with other providers’ offerings. OCC’s product offerings include designs for uses ranging from commercial, enterprise network, datacenter, residential and campus installations to customized products for specialty applications and harsh environments, including military, industrial, mining and broadcast applications. OCC products include fiber optic and copper cabling, fiber optic and copper connectors, specialty fiber optic and copper connectors, fiber optic and copper patch cords, pre-terminated fiber optic and copper cable assemblies, racks, cabinets, datacom enclosures, patch panels, face plates, multi-media boxes and other cable and connectivity management accessories, and are designed to meet the most demanding needs of end-users, delivering a high degree of reliability and outstanding performance characteristics.

OCC is internationally recognized for pioneering the design and production of fiber optic cables for the most demanding military field applications, as well as of fiber optic cables suitable for both indoor and outdoor use, and creating a broad product offering built on the evolution of these fundamental technologies. OCC also is internationally recognized for its role in establishing copper connectivity data communications standards, through its innovative and patented technologies.

Founded in 1983, OCC is headquartered in Roanoke, Virginia with offices, manufacturing and warehouse facilities located in each of Roanoke, Virginia, near Asheville, North Carolina and near Dallas, Texas. OCC primarily manufactures its high quality fiber optic cables at its Roanoke facility which is ISO 9001:2008 registered and MIL-STD-790F certified, its high quality enterprise connectivity products at its Asheville facility which is ISO 9001:2008 registered, and its high quality military and harsh environment connectivity products and systems at its Dallas facility which is MIL-STD-790F certified.

Optical Cable Corporation, OCC, Superior Modular Products, SMP Data Communications, Applied Optical Systems, and associated logos are trademarks of Optical Cable Corporation.

Further information about OCC is available on the Internet at www.occfiber.com.


Optical Cable Corp. – Fourth Quarter 2009 Earnings Release

Page 4 of 7

 

FORWARD-LOOKING INFORMATION

This news release by Optical Cable Corporation and its subsidiaries (collectively, the “Company” or “OCC”) 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, anticipation or expectation, (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 variables, uncertainties, contingencies and risks that may cause actual events to differ materially from the Company’s expectations. Additionally, such variables, uncertainties, contingencies and risks may adversely affect the Company and the Company’s future results of operation and future financial condition. Factors that could cause or contribute to such differences from the Company’s expectations or could adversely affect the Company, include, but are not limited to: the level of sales to key customers, including distributors; timing of certain projects and purchases by key customers; the economic conditions affecting network service providers; corporate and/or government spending on information technology; actions by competitors; fluctuations in the price of raw materials (including optical fiber, copper, gold and other precious metals, and plastics and other materials affected by petroleum product pricing); fluctuations in transportation costs; the Company’s dependence on customized equipment for the manufacture of its products and a limited number of production facilities; the Company’s ability to protect its proprietary manufacturing technology; the Company’s ability to replace royalty income as existing patented and licensed products expire by developing and licensing new products; market conditions influencing prices or pricing; the Company’s dependence on a limited number of suppliers; the loss of or conflict with one or more key suppliers or customers; an adverse outcome in litigation, claims and other actions, and potential litigation, claims and other actions against the Company; an adverse outcome in regulatory reviews and audits and potential regulatory reviews and audits; adverse changes in state tax laws and/or positions taken by state taxing authorities affecting the Company; technological changes and introductions of new competing products; changes in end-user preferences for competing technologies, relative to the Company’s product offering; economic conditions that affect the telecommunications sector, certain technology sectors or the economy as a whole; changes in demand of our products from certain competitors for which we provide private label connectivity products; terrorist attacks or acts of war, and any current or potential future military conflicts; changes in the level of military spending by the United States government; ability to retain key personnel; inability to recruit needed personnel; poor labor relations; the inability to successfully integrate the operations of the Company’s new subsidiaries; the impact of changes in accounting policies, including those by the Securities and Exchange Commission and the Public Company Accounting Oversight Board; the Company’s ability to continue to successfully comply with, and the cost of compliance with, the provisions of Section 404 of the Sarbanes-Oxley Act of 2002 or any revisions to that act which apply to the Company; the impact of changes and potential changes in federal laws and regulations adversely affecting our business and/or which result in increases in our direct and indirect costs as we comply with such laws and regulations; impact of future consolidation among competitors and/or among customers adversely affecting the Company’s position with its customers and/or its market position; actions by customers adversely affecting the Company in reaction to the expansion of its product offering in any manner, including, but not limited to, by


Optical Cable Corp. – Fourth Quarter 2009 Earnings Release

Page 5 of 7

 

offering products that compete with its customers, and/or by entering into alliances with, making investments in or with, and/or acquiring parties that compete with and/or have conflicts with customers of the Company; impact of weather or natural disasters in the areas of the world in which the Company operates and markets its products; the Company’s ability to secure financing to fund working capital needs; economic downturns and/or changes in market demand, exchange rates, productivity, or market and economic conditions in the areas of the world in which the Company operates and markets its products, and the Company’s success in managing the risks involved in the foregoing. The Company cautions readers that the foregoing list of important factors is not exclusive and the Company incorporates by reference those factors included in current reports on Form 8-K, in the annual report on Form 10-K for the fiscal year ended October 31, 2009, and/or in the Company’s other filings.

(Financial Tables Follow)


Optical Cable Corp. – Fourth Quarter 2009 Earnings Release

Page 6 of 7

 

OPTICAL CABLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(thousands, except per share data)

(unaudited)

 

 

 

     Three Months Ended
October 31,
    Fiscal Year Ended
October 31,
 
     2009     2008     2009     2008  

Net sales

   $ 14,080      $ 18,426      $ 58,589      $ 60,998   

Cost of goods sold

     9,233        11,537        38,748        36,838   
                                

Gross profit

     4,847        6,889        19,841        24,160   

SG&A expenses

     5,336        6,775        22,345        20,642   

Royalty income, net

     (198     (352     (878     (636

Amortization of intangible assets

     199        308        825        469   

Loss on impairment of intangible assets

     153        —          344        —     
                                

Income (loss) from operations

     (643     158        (2,795     3,685   

Interest income (expense), net

     653        (137     149        (147

Other, net

     (9     —          16        (24
                                

Other income (expense), net

     644        (137     165        (171
                                

Income (loss) before income taxes

     1        21        (2,630     3,514   

Income tax expense (benefit)

     91        31        (706     1,302   
                                

Net income (loss)

   $ (90   $ (10   $ (1,924   $ 2,212   
                                

Net income (loss) per share:

        

Basic and diluted

   $ (0.01   $ —        $ (0.34   $ 0.36   
                                

Weighted average shares outstanding:

        

Basic

     6,543        6,061        5,656        6,062   
                                

Diluted

     6,543        6,061        5,656        6,062   
                                

—MORE—


Optical Cable Corp. – Fourth Quarter 2009 Earnings Release

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OPTICAL CABLE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET DATA

(thousands)

(unaudited)

 

 

 

     October 31,
2009
   October 31,
2008

Cash and cash equivalents

   $ 1,948    $ 3,910

Trade accounts receivable, net

     9,533      12,035

Inventories

     12,306      13,022

Other current assets

     3,915      2,956
             

Total current assets

   $ 27,702    $ 31,923

Non-current assets

     22,625      22,914
             

Total assets

   $ 50,327    $ 54,837
             

Current liabilities

   $ 7,632    $ 8,158

Non-current liabilities

     9,438      11,847
             

Total liabilities

   $ 17,070    $ 20,005

Total shareholders’ equity

     33,257      34,832
             

Total liabilities and shareholders’ equity

   $ 50,327    $ 54,837
             

###

Transcript of earnings call

Exhibit 99.2

FINAL TRANSCRIPT

LOGO

Conference Call Transcript

OCCF - Q4 2009 Optical Cable Earnings Conference Call

Event Date/Time: Jan. 29. 2010 / 2:00PM ET

 

1


CORPORATE PARTICIPANTS

Neil Wilkin

Optical Cable - Chairman, President & CEO

Tracy Smith

Optical Cable - SVP & CFO

Andrew Siegel

Joele Frank, Wilkinson Brimmer Katcher - IR

CONFERENCE CALL PARTICIPANTS

Steven Bayern

Analyst

PRESENTATION

 

 

Operator

Good afternoon. My name is Maggie and I will be your conference operator today. At this time I would like to welcome everyone to the call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks there will be a question-and-answer session. (Operator Instructions) Thank you.

Mr. Siegel, you may begin.

 

 

Andrew Siegel - Joele Frank, Wilkinson Brimmer Katcher - IR

Thank you. Good afternoon and thank you everybody for joining Optical Cable Corporation’s fourth quarter and fiscal year 2009 conference call. By this time everyone should have a copy of the earnings press release issued earlier today. If you don’t have it, please visit occfiber.com for a copy. On the call with us today is Neil Wilkin, Chairman, President and Chief Executive Officer of OCC.

Before we begin I would like to remind everyone that this call may contain forward-looking statements that involve risks and uncertainties. The actual future results of Optical Cable Corporation may differ materially due to a number of factors including, but not limit to, those factors set forth in detail in the forward-looking statement section of this morning’s press release. These cautionary statements apply to the contents of the internet webcast on occfiber.com as well as today’s call.

Now, I would like to turn the call over to Neil Wilkin. Neil, please begin.

 

 

Neil Wilkin - Optical Cable - Chairman, President & CEO

Thank you, Andrew and good morning — or good afternoon, everyone, excuse me. Joining me today at OCC’s offices in Roanoke is Tracy Smith, our Senior Vice President and Chief Financial Officer. On today’s call I will provide remarks regarding fiscal 2009. Tracy Smith will then review the fourth quarter and full year results for the three month and 12 month periods ending October 31, 2009 in additional detail. After Tracy’s remarks we will answer as many of your questions as we can.

I would like to note that during the Q&A session, we will—as we normally do—take questions from analysts and institutional investors. Additionally we will also answer questions, if any, from individual investors that were submitted prior to the call. As a reminder, when we do offer an opportunity for shareholders to submit questions in advance of our earnings call, we will include instructions regarding such submissions in our press release announcing the date and time of our earnings call as we did for today’s call.

As we began our fiscal year, we expected that 2009 would be challenging due to the global economic recession. Some disagreed and forecasted an early economic rebound. Unfortunately, we were right. The severe economic recession led to a significant contraction of the enterprise cabling

 

2


and connectivity market during 2009, negatively impacting our industry, our customers and Optical Cable Corporation. In response to external economic conditions beyond our control, OCC focused on those factors we can control, taking actions we believe will create long-term shareholder value. We listened to our customers. We cut our costs. We executed our strategy.

OCC finished fiscal year 2009 with positive cash flow from operations, positive earnings before interest, taxes, depreciation and amortization and a strong balance sheet, all despite the severe economic recession—and without compromising our long-term strategy. Further, we performed well relative to many competitors with respect to net sales, seizing the opportunity presented by the economic recession to improve market penetration in our largest product category, fiber optic cables.

During fiscal year 2008, we proved that the business model we had built generates significant cash and earnings when net sales climb above certain levels. A review of our quarterly results during fiscal year 2009 is telling. We saw much better bottom line results during quarters with relatively small increases in net sales. And by our fourth quarter we saw bottom line improvements on relatively lower net sales as we began to realize the benefits of cost reduction initiatives implemented earlier in the year, including workforce reductions of approximately 10%.

During fiscal year 2009, we continued to execute our strategy, building on the strong foundation we previously established. OCC acquired Applied Optical Systems, Inc. (or AOS for short) on October 31, 2009, the last day of our fiscal year. AOS is a designer, developer and manufacturer of top-tier specialty fiber optic connectors, certain copper connectors and connectivity solutions for military and harsh environment applications. The acquisition of AOS added a product set to OCC’s offering that is highly desired by customers in a number of our targeted markets—a product set that we refer to as Applied Interconnect Systems.

On October 31, 2009, we also merged our subsidiary SMP Data Communications with and into OCC, creating one entity. OCC acquired SMP Data Communications on May 30, 2008. The acquisition of SMP Data Communications added the enterprise connectivity product set to OCC’s offering—a product set that many of our customers have requested from OCC.

With many functional areas of OCC and SMP Data Communications already consolidated, the merger was the next logical step in the integration of our operations and product sets and it was consistent with our goal of seamlessly providing our products and solutions to customers under one name. Today, OCC has manufacturing, offices and warehouse facilities in three locations—OCC-Roanoke, OCC-Asheville and OCC-Dallas.

And OCC is now much more than a leading manufacture of the best fiber optic cables on the market. We are a leading manufacturer of a broad range of fiber optic and copper data communication cabling and connectivity products, which enable us to deliver unrivaled integrated solutions to our customers and end users—providing our customers with the entire range of products and solutions they need—with the top-tier quality they expect from Optical Cable Corporation.

As we look forward, we expect the first half of fiscal 2010 will continue to be challenging for two reasons. First, the business cycle of our industry often tends to lag the performance of the rest of the economy. Second, the acquisition and integration of new businesses can result in new challenges and expenses. However, these growing pains are worth enduring, as the continued execution of our strategy will create a stronger OCC and long-term shareholder value. By the second half of fiscal 2010, we believe we will see improved financial performance, as economic recovery begins to positively impact our markets.

Whatever fiscal year 2010 brings, OCC is in an enviable position in our industry, offering a range of products and solutions needed and asked for by our customers. Importantly, we have proven that our business model generates disproportionate returns as net sales increase, while fixed production costs and necessary expenses increase at a slower rate. During fiscal year 2009, we focused on those aspects of our environment we can control—taking those actions we believed will create long-term shareholder value. We listened to our customers. We cut our costs. We executed our strategy. And OCC is better and stronger because of it.

And now I’d like to turn the call over to Tracy Smith, our Chief Financial Officer, who will review some specifics regarding our fourth quarter and fiscal year 2009 financial results.

 

 

Tracy Smith - Optical Cable - SVP & CFO

Thank you, Neil.

Consolidated net sales for fiscal year 2009 decreased 4% to $58.6 million from $61 million for fiscal year 2008. The sale of enterprise connectivity products, which were consolidated for the full year, accounted for $13 million of our consolidated net sales during fiscal year 2009.

 

3


These products, which were consolidated for only five months during fiscal year 2008 after the May 2008 acquisition of SMP Data Communications, accounted for $8 million of our consolidated net sales during fiscal year 2008. For fiscal year 2009, net sales to customers located outside of the United States decreased 20.3% compared to last year, while net sales to customers located in the United States increased 3.9% compared to last year. The global economic downturn has contributed to the decrease in net sales to customers located outside of the United States, particularly in areas of the world where the effect of the downturn is more profound, such as Latin America and Asia.

Consolidated net sales decreased 23.6% to $14.1 million for the fourth quarter of fiscal year 2009, compared to net sales of $18.4 million for the same period in fiscal year 2008. The sale of enterprise connectivity products accounted for $3.3 million of our consolidated net sales during the fourth quarter of fiscal year 2009 and accounted for $4.7 million of our consolidated net sales during the same period in fiscal year 2008.

Gross profit decreased 17.9% to $19.8 million for fiscal year 2009, compared to $24.2 million for fiscal year 2008. Gross profit margin decreased to 33.9% for fiscal year 2009, compared to 39.6% for fiscal year 2008. Gross profit decreased 29.6% to $4.8 million in the fourth quarter of fiscal year 2009, compared to $6.9 million for the same period in fiscal year 2008. Our gross profit margin decreased to 34.4% for the fourth quarter of fiscal year 2009, compared to 37.4% for the same period last year.

The primary reason for the decrease in our gross profit margin is the acquisition of SMP Data Communications in May of 2008. Specifically, our enterprise connectivity products have historically had gross profit margin percentages lower than the historical gross profit margins of our fiber optic cable products. The gross profit margin associated with the sale of enterprise connectivity products was 17.8% for fiscal year 2009, while the gross profit margin associated with fiber optic cable sales was 38.6% during the fiscal year 2009. Additionally, gross profit margin was negatively impacted further as a result of sales of lower volumes of both enterprise connectivity products and fiber optic cables due to the global economic downturn. This negatively impacts gross profit margin as certain manufacturing costs are spread over the lower sales volumes.

SG&A expenses increased to $22.3 million in fiscal year 2009 from $20.7 million in fiscal year 2008. SG&A expenses as a percentage of net sales were 38.1% in fiscal year 2009 compared to 33.8% in fiscal year 2008. The increase in SG&A expenses during fiscal year 2009 compared to last year was due primarily to the acquisition of SMP Data Communications in May of 2008, as a full year of SG&A expenses associated with the acquisition were consolidated in fiscal year 2009, compared to only five months of SG&A expenses associated with the acquisition being consolidated in fiscal year 2008. SG&A expenses also increased when compared to fiscal year 2008, due to SG&A expenses incurred by Centric Solutions, a start-up business acquired by us in August of 2008, to provide turnkey cabling and connectivity solutions for the datacenter market. SG&A expenses of Centric Solutions increased by approximately $1.1 million when compared to fiscal year 2008.

SG&A expenses for the fourth quarter of fiscal year 2009 decreased to $5.3 million compared to $6.8 million for the same period last year. SG&A expenses as a percentage of net sales were 37.9% for the fourth quarter of fiscal year 2009 compared to 36.8% for the same period in 2008. The decrease in SG&A expenses during the fourth quarter of fiscal year 2009 compared to the same period last year was primarily due to the decrease in certain employee related expenses associated with the financial results of fiscal year 2009 and an effort to monitor and control expenses due to the economic climate.

For fiscal year 2009, we reported a net loss of $1.9 million, or $0.34 per basic and diluted share, compared to net income of $2.2 million, or $0.36 per basic and diluted share, for fiscal year 2008. Contributing to the net losses during fiscal year 2009 were non-cash, non-recurring charges totaling $344,000 to write-off certain intangible assets associated with the SMP Data Communications acquisition and pre-tax losses of $1.6 million associated with the SG&A expenses of the start-up business we acquired a controlling interest in on August 1, 2008.

For our fourth quarter of fiscal year 2009, we reported a net loss of $90,000, or $0.01 per basic and diluted share, compared to a net loss of $10,000, or no earnings per basic and diluted share, for the same period last year. Contributing to the net losses during the fourth quarter of fiscal year 2009 were a non-cash, non-recurring $153,000 write-off of certain intangible assets associated with the SMP Data Communications acquisition and $446,000 associated with the pre-tax operating losses related to the start-up business we acquired a controlling interest in on August 1st of 2008.

In October 2008, we borrowed $2.3 million against our capital acquisitions term loan as a precautionary measure to ensure adequate cash flow for us due to uncertain economic conditions relative to the stability of the financial institutions of the United States at that time. In October of 2009, we repaid the $2.3 million capital acquisition term loan in full. Our revolving loan, which provides up to $6 million for our working capital needs, expires on February 28, 2010; however, we are engaged in active discussions with our current lender and other financial institutions to replace our existing revolving loan with a revolving loan with terms we believe will be appropriate for our current financing needs.

And with that, I will turn the call back over to Neil.

 

4


 

Neil Wilkin - Optical Cable - Chairman, President & CEO

Thanks Tracy. And, now, we’d be happy to answer as many of your questions as we can. Operator, if you’d please indicate the instructions for participants to call in their questions.

QUESTION AND ANSWER

 

 

Operator

(Operator Instructions) Your first question comes from the line of Steven Barron.

 

 

Steven Bayern - Analyst

Yes. Could you comment on your buy back program please?

 

 

Neil Wilkin - Optical Cable - Chairman, President & CEO

Sure. We initiated a repurchase program for 5% of the stock back in March — I guess of 2007. The plan was to finish that buy back within about 12 months. What we’ve found is given the fact that we only purchased during what we would deem to be appropriate open windows — where no one would try to judge that we had traded during times of having inside information as well as the Security and Exchange Commission limits on specific volumes we are allowed to purchase and the method by which they purchase — it took quite a while to finish out that buy back program — the original buy back program, although not our first.

That program was finished out in October of 2009. And what we did is to establish an additional buy back program for an additional 5% of the shares. It was initiated — it was adopted by the Board of Directors in October. It was announced in November, and once we get into an open period, we have the opportunity as cash flow permits to buy back additional stock and that’s how that program works.

 

 

Steven Barron - Analyst

Okay. Thank you.

 

 

Operator

We are showing no further questions or comments at this time.

 

 

Andrew Siegel - Joele Frank, Wilkinson Brimmer Katcher - IR

Neil, this is Andrew. Unfortunately, there were no individual shareholder submitted questions in advance of today’s call. So I will turn it back to the operator and ask her to repeat the instructions and we’ll see if any other conference call participants would like to ask a question today.

 

 

Neil Wilkin - Optical Cable - Chairman, President & CEO

Okay, that’s fine.

 

 

Operator

(Operator Instructions) No questions or comments, sir.

 

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Neil Wilkin - Optical Cable - Chairman, President & CEO

Okay. I would like to thank everyone for joining us on today’s call. As always, we appreciate your time, your questions and your interest in Optical Cable Corporation and look forward to talking to you on our next earnings call.

 

 

Operator

I would like to thank everyone for joining today’s conference. You may now disconnect.

 

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