Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jan. 31, 2023 | Mar. 10, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jan. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-13301 | |
Entity Registrant Name | R F INDUSTRIES LTD | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 88-0168936 | |
Entity Address, Address Line One | 16868 Via Del Campo Court, Suite 200 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92127 | |
City Area Code | 858 | |
Local Phone Number | 549-6340 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | RFIL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 10,291,067 | |
Entity Central Index Key | 0000740664 | |
Current Fiscal Year End Date | --10-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 3,770 | $ 4,532 |
Trade accounts receivable, net of allowance for doubtful accounts of $271 and $126, respectively | 13,905 | 14,812 |
Inventories | 20,937 | 21,054 |
Other current assets | 3,184 | 5,849 |
TOTAL CURRENT ASSETS | 41,796 | 46,247 |
Property and equipment: | ||
Equipment and tooling | 4,622 | 4,497 |
Furniture and office equipment | 4,452 | 3,447 |
Property, Plant and Equipment, Gross, Ending Balance | 9,074 | 7,944 |
Less accumulated depreciation | 4,881 | 4,771 |
Total property and equipment, net | 4,193 | 3,173 |
Operating lease right of use assets, net | 12,708 | 13,480 |
Goodwill | 8,085 | 8,085 |
Amortizable intangible assets, net | 14,865 | 15,296 |
Non-amortizable intangible assets | 1,174 | 1,174 |
Deferred tax assets | 1,952 | 1,816 |
Other assets | 295 | 295 |
TOTAL ASSETS | 85,140 | 89,566 |
CURRENT LIABILITIES | ||
Accounts payable | 4,849 | 5,652 |
Accrued expenses | 5,568 | 8,814 |
Deferred revenue | 1,133 | 0 |
Current portion of Term Loan | 2,424 | 2,424 |
Current portion of operating lease liabilities | 1,728 | 1,887 |
Income taxes payable | 1,042 | 759 |
TOTAL CURRENT LIABILITIES | 16,744 | 19,536 |
Operating lease liabilities | 14,866 | 15,025 |
Term Loan, net of debt issuance cost | 12,532 | 13,136 |
TOTAL LIABILITIES | 44,142 | 47,697 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Common stock - authorized 20,000,000 shares of $0.01 par value; 10,291,067 and 10,193,287 shares issued and outstanding at January 31, 2023 and October 31, 2022, respectively | 103 | 102 |
Additional paid-in capital | 25,408 | 25,118 |
Retained earnings | 15,487 | 16,649 |
TOTAL STOCKHOLDERS' EQUITY | 40,998 | 41,869 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 85,140 | $ 89,566 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2021 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 271 | $ 126 |
Common stock, shares authorized (in shares) | 20,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common Stock, Shares, Issued (in shares) | 10,291,067 | |
Common stock, shares outstanding (in shares) | 10,291,067 |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Jan. 31, 2023 | Oct. 31, 2022 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares, Issued (in shares) | 10,291,067 | 10,193,287 |
Common stock, shares outstanding (in shares) | 10,291,067 | 10,193,287 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Net sales | $ 18,343,000 | $ 16,918,000 |
Cost of sales | 13,257,000 | 12,834,000 |
Gross profit | 5,086,000 | 4,084,000 |
Operating expenses: | ||
Engineering | 961,000 | 454,000 |
Selling and general | 5,294,000 | 3,992,000 |
Total operating expenses | 6,255,000 | 4,446,000 |
Operating loss | (1,169,000) | (362,000) |
Other (expense) income | (153,000) | 5,000 |
Loss before provision for income taxes | (1,322,000) | (357,000) |
Benefit from income taxes | (160,000) | (80,000) |
Consolidated net loss | $ (1,162,000) | $ (277,000) |
Loss per share: | ||
Basic (in dollars per share) | $ (0.11) | $ (0.03) |
Diluted (in dollars per share) | $ (0.11) | $ (0.03) |
Weighted average shares outstanding: | ||
Basic (in shares) | 10,222,540 | 10,067,186 |
Diluted (in shares) | 10,222,540 | 10,067,186 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Oct. 31, 2021 | 10,058,571 | |||
Balance at Oct. 31, 2021 | $ 101 | $ 24,301 | $ 15,201 | $ 39,603 |
Stock-based compensation expense | $ 0 | 139 | 0 | 139 |
Issuance of restricted stock (in shares) | 39,666 | |||
Issuance of restricted stock | $ 0 | 0 | 0 | 0 |
Tax withholding related to vesting of restricted stock (in shares) | (2,062) | |||
Tax withholding related to vesting of restricted stock | $ 0 | (13) | 0 | (13) |
Consolidated net loss | $ 0 | 0 | (277) | (277) |
Balance (in shares) at Jan. 31, 2022 | 10,096,175 | |||
Balance at Jan. 31, 2022 | $ 101 | 24,427 | 14,924 | 39,452 |
Balance (in shares) at Oct. 31, 2022 | 10,193,287 | |||
Balance at Oct. 31, 2022 | $ 102 | 25,118 | 16,649 | $ 41,869 |
Exercise of stock options (in shares) | 45,000 | 45,000 | ||
Exercise of stock options | $ 0 | 85 | $ 85 | |
Stock-based compensation expense | 212 | 212 | ||
Issuance of restricted stock (in shares) | 54,092 | |||
Issuance of restricted stock | $ 1 | |||
Issuance of restricted stock | 0 | |||
Tax withholding related to vesting of restricted stock (in shares) | (1,312) | |||
Tax withholding related to vesting of restricted stock | (7) | (7) | ||
Consolidated net loss | (1,162) | (1,162) | ||
Balance (in shares) at Jan. 31, 2023 | 10,291,067 | |||
Balance at Jan. 31, 2023 | $ 103 | $ 25,408 | $ 15,487 | $ 40,998 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (1,162) | $ (277) |
Adjustments to reconcile consolidated net income to net cash provided by (used in) operating activities: | ||
Bad debt expense | 64 | (4) |
Depreciation and amortization | 541 | 180 |
Stock-based compensation expense | 212 | 139 |
Amortization of debt issuance cost | 2 | 0 |
Tax payments related to shares cancelled for vested restricted stock awards | (7) | (13) |
Deferred income taxes | (136) | 23 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 843 | 3,013 |
Inventories | 117 | (2,299) |
Other current assets | 2,665 | (693) |
Right of use assets | 383 | (15) |
Accounts payable | (803) | (122) |
Accrued expenses | (3,246) | 625 |
Deferred revenue | 1,133 | 0 |
Income taxes payable | 283 | 0 |
Net cash provided by operating activities | 889 | 557 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (1,130) | (103) |
Net cash used in investing activities | (1,130) | (103) |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 85 | 0 |
Term Loan payments | (606) | 0 |
Net cash used in financing activities | (521) | 0 |
Net (decrease) increase in cash and cash equivalents | (762) | 454 |
Cash and cash equivalents, beginning of period | 4,532 | 13,053 |
Cash and cash equivalents, end of period | 3,770 | 13,507 |
Supplemental cash flow information – income taxes paid | $ 0 | $ 156 |
Note 1 - Unaudited Interim Cond
Note 1 - Unaudited Interim Condensed Consolidated Financial Statements | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 1 Unaudited interim condensed consolidated financial statements Our accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, which are normal and recurring, have been included in order to make the information not misleading. Information included in the consolidated balance sheet as of October 31, 2022 has been derived from, and certain terms used herein are defined in, the audited consolidated financial statements of RF Industries, Ltd. as of October 31, 2022 included in our Annual Report on Form 10-K (“Form 10-K”) for the year ended October 31, 2022 that was previously filed with the Securities and Exchange Commission (“SEC”). Operating results for the three months ended January 31, 2023 are not necessarily indicative of the results that may be expected for the year ending October 31, 2023. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Form 10-K. Principles of consolidation The accompanying unaudited condensed consolidated financial statements for the periods ended on or before January 31, 2022 include the accounts of RF Industries, Ltd. and our four wholly-owned subsidiaries: Cables Unlimited, Inc. (“Cables Unlimited”), Rel-Tech Electronics, Inc. (“Rel-Tech”), C Enterprises, Inc. (“C Enterprises”), and Schroff Technologies International, Inc. (“Schrofftech”). The unaudited condensed consolidated financial statements for the three months ended January 31, 2023 include the accounts of RF Industries, Ltd. and our five wholly-owned subsidiaries: Cables Unlimited, Inc. (“Cables Unlimited”), Rel-Tech Electronics, Inc. (“Rel-Tech”), C Enterprises, Inc. (“C Enterprises”), Schroff Technologies International, Inc. (“Schrofftech”), and Microlab/FXR LLC (“Microlab”). Microlab is a wholly-owned subsidiary that RF Industries, Ltd. acquired on March 1, 2022. For periods on or before January 31, 2022, references herein to the “Company”, “we”, “ us”, or “ our” shall refer to RF Industries, Ltd., Cables Unlimited, Rel-Tech, C Enterprises, and Schrofftech and for all periods after January 31, 2022, reference to the “Company”, “ we”, “ us”, or “our” shall refer to RF Industries, Ltd., Cables Unlimited, Rel-Tech, C Enterprises, Schrofftech and Microlab. All intercompany balances and transactions have been eliminated in consolidation. Fair value measurement We measure at fair value certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the following fair-value hierarchy: Level 1— Quoted prices for identical instruments in active markets; Level 2— Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of January 31, 2023 and October 31, 2022, the carrying amounts reflected in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximated their carrying value due to their short-term nature. Recent accounting standards Recently issued accounting pronouncements not yet adopted: In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments Credit Losses Financial Instruments Credit Losses (Topic 326), |
Note 2 - Business Acquisition
Note 2 - Business Acquisition | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 2 Business acquisition On March 1, 2022, the Company completed its purchase (the “Purchase Transaction”) of 100% of the issued and outstanding membership interests of Microlab, a New Jersey limited liability company, from Wireless Telecom Group, Inc, a New Jersey corporation (the “Seller”) pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”) dated December 16, 2021, with the Seller. The consideration for the Purchase Transaction was $24,250,000, subject to certain post-closing adjustments as set forth in the Purchase Agreement. The purchase price was paid in cash at the closing. The Company funded $17 million of the cash purchase price from the funds obtained under the Term Loan (as defined in Note 11) and paid the remaining amount of the cash purchase price with cash on hand. During the three months ended July 31, 2022, we paid an additional $225,000 in purchase consideration as a result of certain post-closing adjustments relating to net working capital. The acquisition was accounted for with the acquisition method of accounting. The acquired assets and assumed liabilities have been recorded at their estimated fair values. We determined the estimated fair values with the assistance of appraisals or valuations performed by an independent third-party specialist. Microlab designs and manufactures high-performance radio frequency and microwave products enabling signal distribution and deployment of in-building DAS (distributed antenna systems), wireless base stations and small cell networks. The Microlab acquisition further diversifies and strengthens the portfolio of products that we offer to the market and allows us to provide a more complete solution to our customers in key market segments. All manufacturing operations are performed at Microlab’s facilities in New Jersey. The acquisition closed on March 1, 2022, accordingly, subsequent to March 1, 2022, Microlab’s financial results have been included in the results of the RF Connector and Cable Assembly (“RF Connector”) segment as well as in the consolidated statements of operations. The Company expects the goodwill recorded to be deductible for income tax purposes. Acquired amortizable intangible assets are being amortized on a straight-line basis over their estimated useful lives ranging from one The following table summarizes the components of the purchase price at fair values at March 1, 2022: Cash consideration paid at closing $ 24,250,000 Post-closing adjustment 225,000 Total consideration transferred $ 24,475,000 The following table summarizes the allocation of the preliminary purchase price at fair value at March 1, 2022: Current assets $ 6,620,000 Property and equipment 198,000 Intangible assets 13,840,000 Goodwill 5,617,000 Non-interest bearing liabilities (1,800,000 ) Net assets acquired at fair value $ 24,475,000 The following unaudited pro forma financial information presents the combined operating results of the Company and Microlab as if both acquisitions had occurred as of the beginning of the earliest period presented. Pro forma data is subject to various assumptions and estimates and is presented for informational purposes only. This pro forma data does not purport to represent or be indicative of the consolidated operating results that would have been reported had the transaction been completed as described herein, and the data should not be taken as indicative of future consolidated operating results. Unaudited pro forma financial information assuming the acquisition of Microlab as of November 1, 2021 is presented in the following table: Three Months Ended January 31, 2023 2022 Revenue $ 18,343 $ 21,969 Net (loss) income (1,162 ) 839 Earnings per share Basic $ (0.11 ) $ 0.08 Diluted $ (0.11 ) $ 0.08 Basic 10,222,540 10,067,186 Diluted 10,222,540 10,215,815 |
Note 3 - Concentrations of Cred
Note 3 - Concentrations of Credit Risk | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | Note 3 Concentrations of credit risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We maintain our cash and cash equivalents with high-credit quality financial institutions. At January 31, 2023, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $2.6 million. Sales from each customer that were 10% or greater of net sales were as follows: Three Months Ended January 31, 2023 2022 Wireless provider 15 % 32 % For the three months ended January 31, 2023, one wireless carrier customer accounted for 15% of net sales and 16% of total net accounts receivable balance. For the three months ended January 31, 2022, one wireless carrier customer accounted for 32% of net sales and 37% of total net accounts receivable balance. Although this customer has been a significant customer of the Company, the written agreements with this customer do not have any minimum purchase obligations and this customer could stop buying our products at any time and for any reason. A reduction, delay or cancellation of orders from this customer or the loss of this customer could significantly reduce our future revenues and profits. |
Note 4 - Inventories and Major
Note 4 - Inventories and Major Vendors | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 4 Inventories and major vendors Inventories, consisting of materials, labor and manufacturing overhead, are stated at the lower of cost or net realizable value. Cost has been determined using the weighted average cost method. Inventories consist of the following (in thousands): January 31, 2023 October 31, 2022 Raw materials and supplies $ 14,823 $ 15,238 Work in process 615 439 Finished goods 5,499 5,377 Totals $ 20,937 $ 21,054 For the three months ended January 31, 2023, two two |
Note 5 - Other Current Assets
Note 5 - Other Current Assets | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Other Current Assets [Text Block] | Note 5 Other current assets Other current assets consist of the following (in thousands): January 31, 2023 October 31, 2022 Employee retention credit ("ERC") $ 396 $ 1,636 Prepaid expense 1,188 972 Reimbursement for tenant improvements 1,321 2,810 Other 279 431 Totals $ 3,184 $ 5,849 Pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES” Act), eligible employers are able to claim an ERC, which is a refundable tax credit against certain employment taxes. If the employer’s employment tax deposits are not sufficient to cover the credit, the employer may get an advance payment from the IRS. The period assessed for eligibility of the ERC is on a calendar year basis. As of January 31, 2023, the remaining portion of the ERC that we have not yet received is included as other receivables in other current assets. |
Note 6 - Accrued Expenses and O
Note 6 - Accrued Expenses and Other Long-term Liabilities | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] | Note 6 Accrued expenses and other current liabilities Accrued expenses consist of the following (in thousands): January 31, 2023 October 31, 2022 Wages payable $ 2,400 $ 3,634 Accrued receipts 998 2,136 Other accrued expenses 1,712 1,847 Tenant improvements payable 458 1,197 Totals $ 5,568 $ 8,814 Accrued receipts represent purchased inventory for which invoices have not been received. |
Note 7 - Loss Per Share
Note 7 - Loss Per Share | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 7 Loss per share Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding increased by the effects of assuming that other potentially dilutive securities (such as stock options) outstanding during the period had been exercised and the treasury stock method had been applied. During the three months ended January 31, 2023 and 2022, we reported a net loss, and in periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation due to their anti-dilutive effect. Potentially issuable securities that are out-of-the-money totaled 749,488 and 459,889 shares for the three months ended January 31, 2023 and 2022, respectively, and were excluded from the calculation of diluted per share amounts because of their anti-dilutive effect. The following table summarizes the computation of basic and diluted weighted average shares outstanding: Three Months Ended January 31, 2023 2022 Weighted average shares outstanding for basic earnings per share 10,222,540 10,067,186 Add effects of potentially dilutive securities-assumed exercise of stock options - - Weighted average shares outstanding for diluted earnings per share 10,222,540 10,067,186 |
Note 8 - Stock-based Compensati
Note 8 - Stock-based Compensation and Equity Transactions | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | Note 8 Stock-based compensation and equity transactions On January 10, 2022, we granted a total of 39,666 shares of restricted stock and 106,001 incentive stock options to one manager and three officers. The shares of restricted stock and incentive stock options vest over four one 10 On January 10, 2023, we granted a total of 54,092 shares of restricted stock and 108,181 incentive stock options to one manager and three officers. The shares of restricted stock and incentive stock options vest over four one No other shares or options were granted to company employees during the three months ended January 31, 2023 and 2022. The weighted average fair value of employee stock options that were granted during the three months ended January 31, 2023 and 2022 was estimated to be $3.21 and $3.84, respectively, per share, using the Black-Scholes option pricing model with the following assumptions: Three Months Ended January 31, 2023 2022 Risk-free interest rate 3.76 % 1.23 % Dividend yield 0.00 % 0.00 % Expected life of the option (years) 7.00 7.00 Volatility factor 54.30 % 53.35 % Expected volatilities are based on historical volatility of our stock price and other factors. We used the historical method to calculate the expected life of the 2023 and 2022 option grants. The expected life represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury rate with a maturity date corresponding to the options’ expected life. The dividend yield is based upon the historical dividend yield. Company stock option plans Descriptions of our stock option plans are included in Note 9 of our Annual Report on Form 10-K for the year ended October 31, 2022. A summary of the status of the options granted under our stock option plans as of January 31, 2023 and the changes in options outstanding during the three months then ended is presented in the table that follows: Weighted Average Shares Exercise Price Outstanding at November 1, 2022 691,005 $ 5.87 Options granted 158,181 $ 5.46 Options exercised (45,000 ) $ 1.90 Options cancelled - $ - Options outstanding at January 31, 2023 804,186 $ 6.01 Options exercisable at January 31, 2023 385,216 $ 6.69 Options vested and expected to vest at January 31, 2023 798,697 $ 6.02 Weighted average remaining contractual life of options outstanding as of January 31, 2023: 7.18 years Weighted average remaining contractual life of options exercisable as of January 31, 2023: 6.09 years Weighted average remaining contractual life of options vested and expected to vest as of January 31, 2023: 7.18 years Aggregate intrinsic value of options outstanding at January 31, 2023: $341,674 Aggregate intrinsic value of options exercisable at January 31, 2023: $124,696 Aggregate intrinsic value of options vested and expected to vest at January 31, 2023: $337,451 As of January 31, 2023, $1,096,683 and $777,069 of expenses with respect to nonvested stock options and restricted shares, respectively, has yet to be recognized but is expected to be recognized over a weighted average period of 2.83 and 1.32 years, respectively. Stock option expense During the three months ended January 31, 2023 and 2022, stock-based compensation expense totaled $212,000 and $139,000, respectively, and was classified in selling and general expense. |
Note 9 - Segment Information
Note 9 - Segment Information | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 9 Segment information We aggregate operating divisions into two two The RF Connector segment consists of two divisions and the Custom Cabling segment consists of four divisions. The six divisions that met the quantitative thresholds for segment reporting are the RF Connector and Cable Assembly division (“RF Connector division”), Cables Unlimited, Rel-Tech, C Enterprises, Schrofftech, and Microlab. While each segment has similar products and services, there was little overlapping of these services to their customer base. The biggest difference in segments is in the channels of sales: sales or product and services for the RF Connector segment were primarily through the distribution channel, while the Custom Cabling segment sales were through a combination of distribution and direct to the end user. Management identifies segments based on strategic business units that are, in turn, based along market lines. These strategic business units offer products and services to different markets in accordance with their customer base and product usage. For segment reporting purposes, the RF Connector and Microlab divisions constitutes the RF Connector segment, and the Cables Unlimited, Rel-Tech, C Enterprises, and Schrofftech divisions constitute the Custom Cabling segment. We evaluate the performance of each segment based on income or loss before income taxes. We charge depreciation and amortization directly to each division within the segment. Accounts receivable, inventory, property and equipment, right of use assets, goodwill and intangible assets are the only assets identified by segment. Except as discussed above, the accounting policies for segment reporting are the same for the Company as a whole. All of our operations are conducted in the United States; however, we derive a portion of our revenue from export sales. We attribute sales to geographic areas based on the location of the customers. The following table presents the sales by geographic area for the years ended January 31, 2023 and 2022 (in thousands): Three Months Ended January 31, 2023 2022 United States $ 16,104 $ 16,418 Foreign Countries: Canada 584 297 Italy 1,098 - Mexico 1 25 All Other 556 178 2,239 500 Totals $ 18,343 $ 16,918 Net sales, income (loss) before benefit for income taxes and other related segment information for the three months ended January 31, 2023 and 2022 are as follows (in thousands): RF Connector Custom Cabling and Manufacturing and 2023 Cable Assembly Assembly Corporate Total Net sales $ 9,057 $ 9,286 $ - $ 18,343 Income (loss) before benefit for income taxes 246 (921 ) (647 ) (1,322 ) Depreciation and amortization 394 147 - 541 Total assets 50,973 24,966 9,201 85,140 2022 Net sales $ 3,923 $ 12,995 $ - $ 16,918 Income (loss) before provision for income taxes 56 314 (727 ) (357 ) Depreciation and amortization 37 143 - 180 Total assets 7,572 24,635 17,529 49,736 |
Note 10 - Income Taxes
Note 10 - Income Taxes | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 10 Income taxes We use an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate, to determine the quarterly provision (benefit) for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. We recorded income tax benefits of $160,000 and $80,000 for the three months ended January 31, 2023 and 2022, respectively. The effective tax rate was 12.3% for the three months ended January 31, 2023, compared to 22.3% for the three months ended January 31, 2022 was primarily driven by the increased benefit from research and development tax credits. We had $199,000 and $121,000 of unrecognized tax benefits, inclusive of interest and penalties, as of January 31, 2023 and October 31, 2022, respectively. The unrecognized tax benefits, if recognized, would result in a net tax benefit of $195,000 as of January 31, 2023. |
Note 11 - Intangible Assets
Note 11 - Intangible Assets | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 11 Intangible assets Intangible assets consist of the following (in thousands): January 31, 2023 October 31, 2022 Amortizable intangible assets: Non-compete agreement (estimated life 5 years) $ 423 $ 423 Accumulated amortization (345 ) (334 ) 78 89 Customer relationships (estimated lives 7 - 15 years) 6,058 6,058 Accumulated amortization (3,170 ) (3,074 ) 2,888 2,984 Backlog (estimated life 1 - 2 years) 327 327 Accumulated amortization (323 ) (313 ) 4 14 Patents (estimated life 10 - 14 years) 368 368 Accumulated amortization (151 ) (143 ) 217 225 Tradename (estimated life 15 years) 1,700 1,700 Accumulated amortization (104 ) (76 ) 1,596 1,624 Proprietary Technology (estimated life 10 years) 11,100 11,100 Accumulated amortization (1,018 ) (740 ) 10,082 10,360 Totals $ 14,865 $ 15,296 Non-amortizable intangible assets: Trademarks $ 1,174 $ 1,174 Amortization expense for the three months ended January 31, 2023 and the year ended October 31, 2022 was $431,000 and $1,282,000, respectively. As of January 31, 2023, the weighted-average amortization period for the amortizable intangible assets is 9.25 years. |
Note 12 - Commitments
Note 12 - Commitments | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Commitments Disclosure [Text Block] | Note 12 Commitments We have operating leases for corporate offices, manufacturing facilities, and certain storage units. Our leases have remaining lease terms of one three five We also have other operating leases for certain equipment. The components of our facilities and equipment operating lease expenses for the period ending January 31, 2023 were as follows (in thousands): Three Months Ended January 31, 2023 Operating lease cost $ 762 Other information related to leases was as follows (in thousands): January 31, 2023 October 31, 2022 Supplemental Cash Flows Information ROU assets obtained in exchange for lease obligations: Operating leases $ - $ 13,352 Weighted Average Remaining Lease Term Operating leases (in months) 113.94 113.72 Weighted Average Discount Rate Operating leases 3.75 % 3.75 % Future minimum lease payments under non-cancellable leases as of January 31, 2023 were as follows: Year ending October 31, Operating Leases 2023 (excluding three months ended January 31, 2023) $ 1,810 2024 1,991 2025 1,796 2026 1,835 2027 1,874 Thereafter 10,618 Total future minimum lease payments 19,924 Less imputed interest (3,330 ) Total $ 16,594 Reported as of January 31, 2023 Operating Leases Other current liabilities $ 1,728 Operating lease liabilities 14,866 Total $ 16,594 As of January 31, 2023, operating lease ROU asset was $12.7 million and operating lease liability totaled $ 16.5 no The Schrofftech facilities, consisting of two two two |
Note 13 - Term Loan and Line of
Note 13 - Term Loan and Line of Credit | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 13 Term Loan and Line of credit In February 2022, we entered into an agreement for a revolving line of credit (the “Revolving Credit Facility”) in the amount of $3.0 million and a $17.0 million term loan (the “Term Loan”, and together with the Revolving Credit Facility, the “Credit Facility”). Amounts outstanding under the Revolving Credit Facility shall bear interest at a rate of 2.0% plus the Bloomberg Short-Term Bank Yield Index Rate (“base interest rate”). The maturity date of the Revolving Credit Facility is March 1, 2024. The Company drew down the entire amount of the Term Loan on March 1, 2022. The primary interest rate for Term Loan is 3.76% per annum. The maturity date of the Term Loan is March 1, 2027. Borrowings under the Credit Facility are secured by a security interest in certain assets of the Company and contains certain loan covenants. The Credit Facility requires the maintenance of certain financial covenants, including: (i) consolidated debt to EBITDA ratio not to exceed 3.00 to 1.00; (ii) consolidated fixed charge coverage ratio of at least 1.25 to 1.00; and (iii) consolidated minimum EBITDA of at least $600,000 for the discrete quarter ending January 31, 2022. In addition, the Credit Facility contains customary affirmative and negative covenants. As of January 31, 2023, we have borrowed $14,980,000 under the Term Loan while we have not |
Note 14 - Cash Dividend and Dec
Note 14 - Cash Dividend and Declared Dividends | 3 Months Ended |
Jan. 31, 2023 | |
Notes to Financial Statements | |
Cash Dividend and Declared Dividends [Text Block] | Note 14 Cash dividend and declared dividends We did not nor |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of consolidation |
Fair Value Measurement, Policy [Policy Text Block] | Fair value measurement |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting standards Recently issued accounting pronouncements not yet adopted: Financial Instruments Credit Losses Financial Instruments Credit Losses (Topic 326), 7 |
Note 2 - Business Acquisition (
Note 2 - Business Acquisition (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash consideration paid at closing $ 24,250,000 Post-closing adjustment 225,000 Total consideration transferred $ 24,475,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Current assets $ 6,620,000 Property and equipment 198,000 Intangible assets 13,840,000 Goodwill 5,617,000 Non-interest bearing liabilities (1,800,000 ) Net assets acquired at fair value $ 24,475,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended January 31, 2023 2022 Revenue $ 18,343 $ 21,969 Net (loss) income (1,162 ) 839 Earnings per share Basic $ (0.11 ) $ 0.08 Diluted $ (0.11 ) $ 0.08 Basic 10,222,540 10,067,186 Diluted 10,222,540 10,215,815 |
Note 3 - Concentrations of Cr_2
Note 3 - Concentrations of Credit Risk (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Three Months Ended January 31, 2023 2022 Wireless provider 15 % 32 % |
Note 4 - Inventories and Majo_2
Note 4 - Inventories and Major Vendors (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | January 31, 2023 October 31, 2022 Raw materials and supplies $ 14,823 $ 15,238 Work in process 615 439 Finished goods 5,499 5,377 Totals $ 20,937 $ 21,054 |
Note 5 - Other Current Assets (
Note 5 - Other Current Assets (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Schedule of Other Current Assets [Table Text Block] | January 31, 2023 October 31, 2022 Employee retention credit ("ERC") $ 396 $ 1,636 Prepaid expense 1,188 972 Reimbursement for tenant improvements 1,321 2,810 Other 279 431 Totals $ 3,184 $ 5,849 |
Note 6 - Accrued Expenses and_2
Note 6 - Accrued Expenses and Other Long-term Liabilities (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | January 31, 2023 October 31, 2022 Wages payable $ 2,400 $ 3,634 Accrued receipts 998 2,136 Other accrued expenses 1,712 1,847 Tenant improvements payable 458 1,197 Totals $ 5,568 $ 8,814 |
Note 7 - Loss Per Share (Tables
Note 7 - Loss Per Share (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended January 31, 2023 2022 Weighted average shares outstanding for basic earnings per share 10,222,540 10,067,186 Add effects of potentially dilutive securities-assumed exercise of stock options - - Weighted average shares outstanding for diluted earnings per share 10,222,540 10,067,186 |
Note 8 - Stock-based Compensa_2
Note 8 - Stock-based Compensation and Equity Transactions (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended January 31, 2023 2022 Risk-free interest rate 3.76 % 1.23 % Dividend yield 0.00 % 0.00 % Expected life of the option (years) 7.00 7.00 Volatility factor 54.30 % 53.35 % |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Average Shares Exercise Price Outstanding at November 1, 2022 691,005 $ 5.87 Options granted 158,181 $ 5.46 Options exercised (45,000 ) $ 1.90 Options cancelled - $ - Options outstanding at January 31, 2023 804,186 $ 6.01 Options exercisable at January 31, 2023 385,216 $ 6.69 Options vested and expected to vest at January 31, 2023 798,697 $ 6.02 |
Note 9 - Segment Information (T
Note 9 - Segment Information (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | Three Months Ended January 31, 2023 2022 United States $ 16,104 $ 16,418 Foreign Countries: Canada 584 297 Italy 1,098 - Mexico 1 25 All Other 556 178 2,239 500 Totals $ 18,343 $ 16,918 |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | RF Connector Custom Cabling and Manufacturing and 2023 Cable Assembly Assembly Corporate Total Net sales $ 9,057 $ 9,286 $ - $ 18,343 Income (loss) before benefit for income taxes 246 (921 ) (647 ) (1,322 ) Depreciation and amortization 394 147 - 541 Total assets 50,973 24,966 9,201 85,140 2022 Net sales $ 3,923 $ 12,995 $ - $ 16,918 Income (loss) before provision for income taxes 56 314 (727 ) (357 ) Depreciation and amortization 37 143 - 180 Total assets 7,572 24,635 17,529 49,736 |
Note 11 - Intangible Assets (Ta
Note 11 - Intangible Assets (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Table Text Block] | January 31, 2023 October 31, 2022 Amortizable intangible assets: Non-compete agreement (estimated life 5 years) $ 423 $ 423 Accumulated amortization (345 ) (334 ) 78 89 Customer relationships (estimated lives 7 - 15 years) 6,058 6,058 Accumulated amortization (3,170 ) (3,074 ) 2,888 2,984 Backlog (estimated life 1 - 2 years) 327 327 Accumulated amortization (323 ) (313 ) 4 14 Patents (estimated life 10 - 14 years) 368 368 Accumulated amortization (151 ) (143 ) 217 225 Tradename (estimated life 15 years) 1,700 1,700 Accumulated amortization (104 ) (76 ) 1,596 1,624 Proprietary Technology (estimated life 10 years) 11,100 11,100 Accumulated amortization (1,018 ) (740 ) 10,082 10,360 Totals $ 14,865 $ 15,296 Non-amortizable intangible assets: Trademarks $ 1,174 $ 1,174 |
Note 12 - Commitments (Tables)
Note 12 - Commitments (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Three Months Ended January 31, 2023 Operating lease cost $ 762 |
Lessee, Leases, Other Information [Table Text Block] | January 31, 2023 October 31, 2022 Supplemental Cash Flows Information ROU assets obtained in exchange for lease obligations: Operating leases $ - $ 13,352 Weighted Average Remaining Lease Term Operating leases (in months) 113.94 113.72 Weighted Average Discount Rate Operating leases 3.75 % 3.75 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Year ending October 31, Operating Leases 2023 (excluding three months ended January 31, 2023) $ 1,810 2024 1,991 2025 1,796 2026 1,835 2027 1,874 Thereafter 10,618 Total future minimum lease payments 19,924 Less imputed interest (3,330 ) Total $ 16,594 Reported as of January 31, 2023 Operating Leases Other current liabilities $ 1,728 Operating lease liabilities 14,866 Total $ 16,594 |
Note 2 - Business Acquisition_2
Note 2 - Business Acquisition (Details Textual) - USD ($) | 3 Months Ended | 11 Months Ended | ||
Mar. 01, 2022 | Jul. 31, 2022 | Jan. 31, 2023 | Feb. 28, 2022 | |
Bank of America, N.A. [Member] | ||||
Debt Instrument, Face Amount | $ 17,000,000 | |||
Microlab/FXR LLC [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||
Business Combination, Consideration Transferred, Total | $ 24,250,000 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | $ 225,000 | |||
Microlab/FXR LLC [Member] | Selling, General and Administrative Expenses [Member] | ||||
Business Combination, Acquisition Related Costs | $ 1,300,000 | |||
Microlab/FXR LLC [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Microlab/FXR LLC [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years |
Note 2 - Business Acquisition -
Note 2 - Business Acquisition - Components of the Purchase Price of Schroff Technologies International, Inc. (Details) - Schrofftech [Member] | Mar. 01, 2022 USD ($) |
Cash consideration paid at closing | $ 24,250,000 |
Post-closing adjustment | 225,000 |
Total consideration transferred | $ 24,475,000 |
Note 2 - Business Acquisition_3
Note 2 - Business Acquisition - Allocation of Estimated Purchase Price of Schroff Technologies International, Inc. (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 | Mar. 01, 2022 |
Goodwill | $ 8,085,000 | $ 8,085,000 | |
Schrofftech [Member] | |||
Current assets | $ 6,620,000 | ||
Property and equipment | 198,000 | ||
Intangible assets | 13,840,000 | ||
Goodwill | 5,617,000 | ||
Non-interest bearing liabilities | (1,800,000) | ||
Net assets acquired at fair value | $ 24,475,000 |
Note 2 - Business Acquisition_4
Note 2 - Business Acquisition - Unaudited Pro Forma Financial Information (Details) - Microlab/FXR LLC [Member] - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Revenue | $ 18,343 | $ 21,969 |
Net (loss) income | $ (1,162) | $ 839 |
Basic (in dollars per share) | $ (0.11) | $ 0.08 |
Diluted (in dollars per share) | $ (0.11) | $ 0.08 |
Basic (in shares) | 10,222,540 | 10,067,186 |
Diluted (in shares) | 10,222,540 | 10,215,815 |
Note 3 - Concentrations of Cr_3
Note 3 - Concentrations of Credit Risk (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Cash, Uninsured Amount | $ 2.6 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Wireless Carrier [Member] | ||
Concentration Risk, Percentage | 15% | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Distributor [Member] | ||
Concentration Risk, Percentage | 32% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wireless Carrier [Member] | ||
Concentration Risk, Percentage | 16% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Distributor One [Member] | ||
Concentration Risk, Percentage | 37% |
Note 3 - Concentrations of Cr_4
Note 3 - Concentrations of Credit Risk - Sales (Details) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Wireless Provider [Member] | ||
Wireless provider | 15% | 32% |
Note 4 - Inventories and Majo_3
Note 4 - Inventories and Major Vendors (Details Textual) - Supplier Concentration Risk [Member] - Inventory Purchases [Member] | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Number of Major Vendors | 1 | 1 |
One Vendor [Member] | ||
Concentration Risk, Percentage | 12% | 30% |
Vendors Two [Member] | ||
Concentration Risk, Percentage | 10% | 10% |
Note 4 - Inventories and Majo_4
Note 4 - Inventories and Major Vendors - Inventories (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Raw materials and supplies | $ 14,823 | $ 15,238 |
Work in process | 615 | 439 |
Finished goods | 5,499 | 5,377 |
Totals | $ 20,937 | $ 21,054 |
Note 5 - Other Current Assets -
Note 5 - Other Current Assets - Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Employee retention credit ("ERC") | $ 396 | $ 1,636 |
Prepaid expense | 1,188 | 972 |
Reimbursement for tenant improvements | 1,321 | 2,810 |
Other | 279 | 431 |
Other Assets, Current | $ 3,184 | $ 5,849 |
Note 6 - Accrued Expenses and_3
Note 6 - Accrued Expenses and Other Long-term Liabilities - Accrued Expenses (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Wages payable | $ 2,400 | $ 3,634 |
Accrued receipts | 998 | 2,136 |
Other accrued expenses | 1,712 | 1,847 |
Tenant improvements payable | 458 | 1,197 |
Totals | $ 5,568 | $ 8,814 |
Note 7 - Loss Per Share (Detail
Note 7 - Loss Per Share (Details Textual) - shares | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 749,488 | 459,889 |
Note 7 - Loss Per Share - Basic
Note 7 - Loss Per Share - Basic and Diluted Earnings Per Share (Details) - shares | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Basic (in shares) | 10,222,540 | 10,067,186 |
Add effects of potentially dilutive securities-assumed exercise of stock options (in shares) | 0 | 0 |
Diluted (in shares) | 10,222,540 | 10,067,186 |
Note 8 - Stock-based Compensa_3
Note 8 - Stock-based Compensation and Equity Transactions (Details Textual) - USD ($) | 3 Months Ended | |||||
Jan. 10, 2023 | May 02, 2022 | Jan. 10, 2022 | Jan. 12, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 2 months 4 days | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 1 month 2 days | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 7 years 2 months 4 days | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 341,674 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | 124,696 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 337,451 | |||||
Selling, General and Administrative Expenses [Member] | ||||||
Share-Based Payment Arrangement, Expense | 212,000 | $ 139,000 | ||||
Restricted Stock [Member] | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 777,069 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 3 months 25 days | |||||
Incentive Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.21 | $ 3.84 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 1,096,683 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 9 months 29 days | |||||
One Manager and Three Officers [Member] | Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 54,092 | 39,666 | ||||
One Manager and Three Officers [Member] | Restricted Stock and Incentive Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 years | 4 years | ||||
One Manager and Three Officers [Member] | Restricted Stock and Incentive Stock Options [Member] | Vesting on January 10, 2023 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||
One Manager and Three Officers [Member] | Restricted Stock and Incentive Stock Options [Member] | Vesting on January 10, 2024 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||
One Manager and Three Officers [Member] | Incentive Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 108,181 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||
Incentive Stock Options [Member] | One Manager and Three Officers [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 106,001 | |||||
Another Manager [Member] | Restricted Stock and Incentive Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||
Another Manager [Member] | Incentive Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 50,000 |
Note 8 - Stock-based Compensa_4
Note 8 - Stock-based Compensation and Equity Transactions - Assumptions (Details) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Risk-free interest rate | 3.76% | 1.23% |
Dividend yield | 0% | 0% |
Expected life of the option (years) (Year) | 7 years | 7 years |
Volatility factor | 54.30% | 53.35% |
Note 8 - Stock-based Compensa_5
Note 8 - Stock-based Compensation and Equity Transactions - Options Outstanding (Details) | 3 Months Ended |
Jan. 31, 2023 $ / shares shares | |
Outstanding (in shares) | 691,005 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 5.87 |
Options granted (in shares) | 158,181 |
Options granted, weighted average exercise price (in dollars per share) | $ / shares | $ 5.46 |
Options exercised (in shares) | (45,000) |
Options exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 1.90 |
Options cancelled (in shares) | 0 |
Options outstanding (in shares) | 804,186 |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 6.01 |
Options exercisable (in shares) | 385,216 |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 6.69 |
Options vested and expected to vest (in shares) | 798,697 |
Options vested and expected to vest, weighted average exercise price (in dollars per share) | $ / shares | $ 6.02 |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Number of Reportable Segments | 2 | 2 |
Note 9 - Segment Information -
Note 9 - Segment Information - Sales by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Net sales | $ 18,343 | $ 16,918 |
UNITED STATES | ||
Net sales | 16,104 | 16,418 |
CANADA | ||
Net sales | 584 | 297 |
ITALY | ||
Net sales | 1,098 | 0 |
MEXICO | ||
Net sales | 1 | 25 |
All Other Foreign Countries [Member] | ||
Net sales | 556 | 178 |
Non-US [Member] | ||
Net sales | $ 2,239 | $ 500 |
Note 9 - Segment Information _2
Note 9 - Segment Information - Net Sales, Income Before Provision for Income Taxes and Other Related Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Net sales | $ 18,343 | $ 16,918 | |
Income (loss) before benefit for income taxes | (1,322) | (357) | |
Depreciation and amortization | 541 | 180 | |
Total assets | 85,140 | 49,736 | $ 89,566 |
Operating Segments [Member] | RF Connector and Cable Assembly [Member] | |||
Net sales | 9,057 | 3,923 | |
Income (loss) before benefit for income taxes | 246 | 56 | |
Depreciation and amortization | 394 | 37 | |
Total assets | 50,973 | 7,572 | |
Operating Segments [Member] | Custom Cabling Manufacturing and Assembly [Member] | |||
Net sales | 9,286 | 12,995 | |
Income (loss) before benefit for income taxes | (921) | 314 | |
Depreciation and amortization | 147 | 143 | |
Total assets | 24,966 | 24,635 | |
Corporate, Non-Segment [Member] | |||
Net sales | 0 | 0 | |
Income (loss) before benefit for income taxes | (647) | (727) | |
Depreciation and amortization | 0 | 0 | |
Total assets | $ 9,201 | $ 17,529 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Income Tax Expense (Benefit), Total | $ 160,000 | $ 80,000 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 12.30% | 22.30% | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 199,000 | $ 121,000 | |
Unrecognized Tax Benefits, Ending Balance | $ 195,000 |
Note 11 - Intangible Assets (De
Note 11 - Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Amortization of Intangible Assets | $ 431,000 | $ 1,282,000 |
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 9 years 3 months |
Note 11 - Intangible Assets - I
Note 11 - Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2023 | Oct. 31, 2022 | |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 14,865 | $ 15,296 | ||
Trademarks | 1,174 | 1,174 | ||
Trademarks [Member] | ||||
Trademarks | 1,174 | 1,174 | ||
Noncompete Agreements [Member] | ||||
Non-compete agreement (estimated life 5 years) | 423 | 423 | ||
Accumulated amortization | (345) | (334) | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 78 | 89 | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | ||
Customer Relationships [Member] | ||||
Non-compete agreement (estimated life 5 years) | 6,058 | 6,058 | ||
Accumulated amortization | (3,170) | (3,074) | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 2,888 | 2,984 | ||
Customer Relationships [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | 7 years | ||
Order or Production Backlog [Member] | ||||
Non-compete agreement (estimated life 5 years) | 327 | 327 | ||
Accumulated amortization | (323) | (313) | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 4 | 14 | ||
Order or Production Backlog [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year | ||
Patents [Member] | ||||
Non-compete agreement (estimated life 5 years) | 368 | 368 | ||
Accumulated amortization | (151) | (143) | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 217 | 225 | ||
Patents [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | ||
Trade Names [Member] | ||||
Non-compete agreement (estimated life 5 years) | 1,700 | 1,700 | ||
Accumulated amortization | (104) | (76) | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 1,596 | 1,624 | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years | ||
Technology-Based Intangible Assets [Member] | ||||
Non-compete agreement (estimated life 5 years) | 11,100 | 11,100 | ||
Accumulated amortization | (1,018) | (740) | ||
Finite-Lived Intangible Assets, Net, Ending Balance | $ 10,082 | $ 10,360 | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Note 11 - Intangible Assets -_2
Note 11 - Intangible Assets - Intangible Assets (Details) (Parentheticals) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | 7 years |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years |
Order or Production Backlog [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year |
Order or Production Backlog [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 14 years | 14 years |
Trade Names [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Note 12 - Commitments (Details
Note 12 - Commitments (Details Textual) | Jan. 31, 2023 USD ($) ft² | Oct. 31, 2022 USD ($) |
Lessor, Operating Lease, Renewal Term | 5 years | |
Operating Lease, Right-of-Use Asset | $ 12,708,000 | $ 13,480,000 |
Operating Lease, Liability, Total | 16,594,000 | |
Operating Lease, Liability, Current | 1,728,000 | $ 1,887,000 |
Finance Lease, Liability, Total | $ 0 | |
Schrofftech Facilities [Member] | ||
Lessor, Operating Lease, Renewal Term | 2 years | |
Lessee, Operating Lease, Monthly Rent | $ 6,720 | |
Number of Buildings | 2 | |
Area of Real Estate Property | ft² | 10,700 | |
Number of Leases | 2 | |
Other Current Liabilities [Member] | ||
Operating Lease, Liability, Current | $ 1,728,000 | |
K and K Unlimited [Member] | ||
Lessee, Operating Lease, Monthly Rent | $ 16,000 | |
Minimum [Member] | ||
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year | |
Maximum [Member] | ||
Lessee, Operating Lease, Remaining Lease Term (Year) | 3 years |
Note 12 - Commitments - Operati
Note 12 - Commitments - Operating Lease Expense (Details) $ in Thousands | 3 Months Ended |
Jan. 31, 2023 USD ($) | |
Operating lease cost | $ 762 |
Note 12 - Commitments - Other I
Note 12 - Commitments - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
ROU assets obtained in exchange for lease obligations, Operating leases | $ 0 | $ 13,352 |
Weighted Average Remaining Lease Term, Operating leases (in months) (Month) | 113 months 28 days | 113 months 21 days |
Weighted Average Discount Rate, Operating leases | 3.75% | 3.75% |
Note 12 - Commitments - Future
Note 12 - Commitments - Future Minimum Lease Payments (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 |
2023 (excluding three months ended January 31, 2023) | $ 1,810,000 | |
Other current liabilities | 1,728,000 | $ 1,887,000 |
2024 | 1,991,000 | |
Operating lease liabilities | 14,866,000 | $ 15,025,000 |
2025 | 1,796,000 | |
Total | 16,594,000 | |
2026 | 1,835,000 | |
2027 | 1,874,000 | |
Thereafter | 10,618,000 | |
Total future minimum lease payments | 19,924,000 | |
Less imputed interest | (3,330,000) | |
Total | 16,594,000 | |
Other Current Liabilities [Member] | ||
Other current liabilities | $ 1,728,000 |
Note 13 - Term Loan and Line _2
Note 13 - Term Loan and Line of Credit (Details Textual) | 1 Months Ended | 3 Months Ended |
Feb. 28, 2022 USD ($) | Jan. 31, 2023 USD ($) | |
Term Loan [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.76% | |
Revolving Credit Facility [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2% | |
Long-Term Line of Credit, Total | $ 0 | |
Bank of America, N.A. [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000,000 | |
Debt Instrument, Face Amount | $ 17,000,000 | |
Debt Instrument, Covenant, Maximum EBITDA Ratio | 3 | |
Debt Instrument, Covenant, Fixed Charge Coverage Ratio | 1.25 | |
Dent Instrument, Covenant Required Ebitda | $ 600,000 | |
Term Loan [Member] | ||
Long-Term Debt, Gross | $ 14,980,000 |
Note 14 - Cash Dividend and D_2
Note 14 - Cash Dividend and Declared Dividends (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Payments of Ordinary Dividends, Common Stock | $ 0 | $ 0 |