Business Context and Reporting Period
Company: Optical Cable Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: May 30, 2008
Event: Completion of acquisition of Superior Modular Products Incorporated (d/b/a SMP Data Communications).
Key Financial Metrics
- Acquisition Price: $11.5 million.
- Payment Terms: Subject to minimum working capital requirements and related purchase price adjustments.
- Revenue/Profit/Cash Flow: The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the company or the acquired entity.
Material Changes
On May 30, 2008, Optical Cable Corporation completed the acquisition of SMP Data Communications from Preformed Line Products Company (PLP). The transaction was executed via an Agreement and Plan of Merger, merging SMP into Aurora Merger Corporation, a newly formed wholly-owned subsidiary of Optical Cable Corporation. This represents a material expansion of assets and operations.
Outlook, Risks, and Management Commentary
- Transaction Structure: PLP received $11.5 million in exchange for all outstanding common shares of SMP.
- Location: The acquired entity is located near Asheville, North Carolina.
- Contingencies: The final purchase price is subject to adjustments based on working capital requirements.
- Guidance: The filing text does not provide updated financial guidance or specific management commentary on future performance beyond the completion of the transaction.
Investor Verification Checklist
- Verify the final purchase price after working capital adjustments are calculated.
- Review the attached Agreement and Plan of Merger (Exhibit 2.1) for specific covenants and liabilities assumed.
- Confirm the integration timeline and strategic rationale detailed in the June 2, 2008 press release (Exhibit 99.1).
- Assess the impact of the acquisition on future quarterly earnings and cash flow in subsequent 10-Q or 10-K filings.