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 28, 2016
RF INDUSTRIES, LTD.
(Exact name of registrant as specified in
its charter)
Nevada |
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0-13301 |
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88-0168936 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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7610 Miramar Road
Bldg. 6000
San Diego, California 92126-4202 |
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(Address of Principal
Executive Offices)
(Zip Code)
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Registrant’s
telephone number, including area code: (858) 549-6340 |
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:
| ¨ | 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)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On January 28, 2016, RF Industries, Ltd.
(the "Company") issued a press release announcing information regarding the Company's financial results for the fourth
fiscal quarter and the fiscal year ending October 31, 2015. A copy of the press release is attached to this Form 8-K as Exhibit
99.1 and is incorporated herein by reference.
The information furnished under this Item
2.02, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor
shall such information be deemed to be incorporated by reference in any subsequent filing by the Company under the Securities Act
of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in
such filing.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. |
Description |
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99.1 |
Press Release of RF Industries, Ltd. dated January 28, 2016. |
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.
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RF Industries, Ltd. |
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Date: January 28, 2016 |
By: |
/s/ Johnny Walker |
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Johnny Walker |
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Chief Executive Officer |
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
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Company
Contact:
Johnny
Walker
President/CEO
(858)
549-6340
rfi@rfindustries.com |
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Investor
Contact:
Robert
Jacobs
Jacobs
Communications
(310)
927 3108
robert.jacobs@jacobscon.com
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RF Industries' Fiscal 2015
Sales Increase 42% to $32.8 Million
Acquisitions lead to
increased sales
San Diego, California,
January 28, 2016 -- RF Industries, Ltd. (NASDAQ: RFIL) today announced results for the fourth quarter and fiscal year ended
October 31, 2015.
Fourth Quarter Results
Net sales for the fourth
quarter of fiscal 2015 increased $3.0 million, or 50%, to $8.9 million compared to net sales of $5.9 million for the same quarter
last year. Despite the increase in net sales, net income decreased in the 2015 quarter to $270,000, or $0.03 per diluted share,
compared to $325,000, or $0.04 per diluted share, in the same period last year due in part to weaker sales in the Company’s
core Connector and Cable Assembly segment.
Johnny Walker, President
and CEO said, "Comnet Telecom Supply and Rel-Tech Electronics, two companies that we acquired in fiscal 2015, together contributed
$4.4 million to fourth quarter sales. Along with our existing Cables Unlimited subsidiary, these three businesses now comprise
the Company’s largest segment, Custom Cabling and Manufacturing, which achieved fourth quarter sales of $5.9 million or 66%
of Company sales. We believe this segment should contribute increased sales in fiscal 2016."
Gross profit for the fourth
quarter of fiscal 2015 increased to $2.9 million from $2.6 million, but declined as a percentage of net sales to 32% from 44% in
the same period last year, primarily due to strong sales contributions from the typically lower margin businesses comprising the
Custom Cabling and Manufacturing segment. While the operations of Comnet and Rel-Tech increased fourth quarter selling and general
expenses by $628,000, to $2.3 million, these expenses decreased to 26% of net sales, compared to 31% in the same period last year.
Fiscal Year Results
Net sales for the fiscal
year ended October 31, 2015 increased $9.7 million, or 42%, to $32.8 million compared to net sales of $23.1 million for fiscal
2014. Net income decreased to $1.0 million, or $0.11 per diluted share, compared to $1.4 million, or $0.16 per diluted share, in
fiscal 2014. Comnet and Rel-Tech together contributed $13.4 million to Custom Cabling and Manufacturing segment sales, which increased
165% to $19.2 million compared to $7.2 million in fiscal 2014. Net sales for the Company's other business segments declined by
$2.3 million to $13.6 million, compared to $15.9 million in fiscal 2014.
Fiscal 2015 gross profit
declined to 34% from 45% of sales in fiscal 2014 primarily due to strong sales contributions from the typically lower margin businesses
comprising the Custom Cabling and Manufacturing segment.
The operations of Comnet
and Rel-Tech primarily accounted for a $2.1 million increase in selling and general expenses to $9.1 million from $7.2 million
in fiscal 2014. These expenses declined, however, to 29% of net sales from 31% of sales last year.
"Our fiscal 2015 acquisitions
increased Custom Cabling and Manufacturing segment sales to 59% of total sales, compared to only 31% of sales in fiscal 2014. Our
strategy to focus on this business segment and improve the profitability of the Connector and Cable Assembly core operating segment
led to the sale of our Aviel Electronics division on December 22, 2015," said Mr. Walker.
(more)
RF Industries Reports Fourth Quarter
and Fiscal 2015 Results
January 28, 2016
Page Two
"In response to a sluggish business
environment we reduced our annual operating payroll expense by approximately $0.8 million during the fourth quarter of fiscal 2015.
We should see the results of this action over the course of fiscal 2016," added Mr. Walker.
Balance Sheet Data
At October 31, 2015, the Company reported
working capital of $15.3 million, including cash and cash equivalents of $7.6 million, a current ratio of approximately 4.5-to-1,
no long-term debt, and stockholders' equity of $26.4 million. During the fiscal 2015, the Company used net cash of $5.1 million
and issued 302,848 shares of unregistered common stock to acquire the Comnet and Rel-Tech subsidiaries and to purchase a new, patented
line of connector products known as CompPro. The Company also paid cash dividends of $0.28 per share to its shareholders, for a
total of $2.4 million in fiscal 2015.
Dividend
At its December 16, 2015 meeting, the Company's
Board of Directors declared a quarterly cash dividend of $0.07 per share, which was paid on January 15, 2016 to shareholders of
record on December 31, 2015. All cash dividends are made at the discretion of our board of directors, subject to applicable laws,
and depend on a number of factors, including our financial condition, results of operations, capital requirements, plans for future
acquisitions, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.
About RF Industries
RF Industries is a leading designer and
manufacturer of innovative interconnect products and complex cable assemblies across diversified, high growth markets including
wireless carriers and infrastructure, medical and industrial. The Company's products include RF connectors,
coaxial and custom cable assemblies, fiber optic cables,
wiring harnesses and medical wiring. The Company's connectivity products are used throughout
the growing and evolving infrastructure of wireless communications. Through its newly acquired Rel-Tech
Electronics, Inc. and Comnet Telecom Supply, Inc. subsidiaries, the Company also manufactures
and sells other cabling technologies and data center equipment solutions. The Company is headquartered in San Diego, California
with operations in Yaphank, New York, East Brunswick, New Jersey and Milford, Connecticut. Please visit the RF Industries website
at www.rfindustries.com.
Forward-Looking Statements
This press release contains forward-looking
statements with respect to future events which are subject to a number of factors that could cause actual results to differ materially.
Factors that could cause or contribute to such differences include, but are not limited to: changes in the telecommunications industry;
the Company's reliance on certain distributors for a significant portion of anticipated revenues and the uncertainty of impact
upon the Company's operations of recent acquisitions of Comnet Telecom Supply, the patented braided cable product line, and Rel-Tech
Electronics. Further discussion of these and other potential risk factors may be found in the Company's public filings with the
Securities and Exchange Commission (www.sec.gov) including its Form 10-K. All forward-looking statements are based upon information
available to the Company on the date they are published and the Company undertakes no obligation to publicly update or revise any
forward-looking statements to reflect events or new information after the date of this release.
* * * * *
RF INDUSTRIES, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED) (in thousands, except share and per share amounts)
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Three Months Ended |
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Twelve Months Ended |
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October 31, |
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October 31, |
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2015 |
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2014 |
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2015 |
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2014 |
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Net sales |
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$ |
8,936 |
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$ |
5,965 |
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$ |
32,804 |
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$ |
23,155 |
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Cost of sales |
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6,073 |
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3,334 |
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21,537 |
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12,662 |
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Gross profit |
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2,863 |
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2,631 |
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11,267 |
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10,453 |
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Operating expenses: |
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Engineering |
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235 |
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251 |
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923 |
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948 |
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Selling and general |
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2,293 |
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1,844 |
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9,126 |
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7,239 |
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Total operating expenses |
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2,528 |
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2,095 |
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10,049 |
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8,187 |
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Operating income |
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335 |
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536 |
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1,218 |
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2,266 |
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Other income |
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16 |
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7 |
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35 |
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29 |
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Income from continuing operations before provision for income taxes |
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351 |
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543 |
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1,253 |
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2,295 |
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Provision for income taxes |
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95 |
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289 |
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315 |
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959 |
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Income from continuing operations |
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256 |
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254 |
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938 |
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1,336 |
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Income from discontinued operations, net of tax |
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14 |
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71 |
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56 |
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103 |
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Net income |
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$ |
270 |
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$ |
325 |
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$ |
994 |
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$ |
1,439 |
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Earnings per basic share: |
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Continuing operations |
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$ |
0.03 |
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$ |
0.03 |
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$ |
0.11 |
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$ |
0.17 |
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Discontinued operations |
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0.00 |
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|
0.01 |
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|
0.01 |
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|
0.01 |
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Net income per share |
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$ |
0.03 |
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$ |
0.04 |
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$ |
0.12 |
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$ |
0.18 |
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Earnings per diluted share: |
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Continuing operations |
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$ |
0.03 |
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$ |
0.03 |
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$ |
0.10 |
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$ |
0.15 |
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Discontinued operations |
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0.00 |
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|
0.01 |
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|
0.01 |
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|
0.01 |
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Net income per share |
|
$ |
0.03 |
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$ |
0.04 |
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$ |
0.11 |
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$ |
0.16 |
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Weighted average shares outstanding: |
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Basic |
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8,636,029 |
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8,260,964 |
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8,494,111 |
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8,215,688 |
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Diluted |
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8,980,304 |
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8,685,917 |
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8,862,217 |
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8,742,025 |
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RF INDUSTRIES, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| |
October 31, | |
| |
2015 | | |
2014 | |
| |
(audited) | |
ASSETS | |
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| | |
CURRENT ASSETS | |
| | | |
| | |
Cash and cash equivalents | |
$ | 7,595 | | |
$ | 14,718 | |
Trade accounts receivable, net | |
| 3,980 | | |
| 2,428 | |
Inventories | |
| 6,928 | | |
| 5,259 | |
Other current assets | |
| 728 | | |
| 618 | |
Deferred tax assets | |
| 426 | | |
| 416 | |
TOTAL CURRENT ASSETS | |
| 19,657 | | |
| 23,439 | |
| |
| | | |
| | |
Property and equipment, net | |
| 921 | | |
| 829 | |
Goodwill | |
| 5,913 | | |
| 3,076 | |
Amortizable intangible assets, net | |
| 4,268 | | |
| 1,187 | |
Non-amortizable intangible assets | |
| 1,387 | | |
| 410 | |
Note receivable from stockholder | |
| 67 | | |
| 67 | |
Other assets | |
| 39 | | |
| 21 | |
TOTAL ASSETS | |
$ | 32,252 | | |
$ | 29,029 | |
| |
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| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable | |
$ | 1,493 | | |
$ | 867 | |
Accrued expenses | |
| 2,868 | | |
| 1,422 | |
Customer deposit | |
| -- | | |
| 73 | |
TOTAL CURRENT LIABILITIES | |
| 4,361 | | |
| 2,362 | |
| |
| | | |
| | |
Deferred tax liabilities | |
| 1,143 | | |
| 811 | |
Other long-term liabilities | |
| 377 | | |
| -- | |
TOTAL LIABILITIES | |
| 5,881 | | |
| 3,173 | |
| |
| | | |
| | |
COMMITTMENTS AND CONTINGENCIES | |
| | | |
| | |
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STOCKHOLDERS' EQUITY | |
| | | |
| | |
Common stock, authorized 20,000,000 shares of $0.01 | |
| | | |
| | |
par value; 8,713,664 and 8,255,979 shares issued and | |
| | | |
| | |
outstanding at October 31, 2015 and 2014, respectively | |
| 87 | | |
| 83 | |
Additional paid-in capital | |
| 19,129 | | |
| 17,230 | |
Retained earnings | |
| 7,155 | | |
| 8,543 | |
| |
| | | |
| | |
TOTAL STOCKHOLDERS' EQUITY | |
| 26,371 | | |
| 25,856 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 32,252 | | |
$ | 29,029 | |
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