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Note 2 - Business Acquisition | 6 Months Ended
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Apr. 30, 2020
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | Note 2 – Bu s iness Acquisition C Enterprises, Inc. On March 15, 2019, through C Enterprises, Inc. (“C Enterprises”), its newly formed subsidiary, we purchased the business and assets of C Enterprises L.P., a California based designer and manufacturer of quality connectivity solutions to telecommunications and data communications distributors. In consideration for the C Enterprises business and assets, we paid $600,000 in cash and assumed certain liabilities. The acquisition was determined not to be material and was accounted for in accordance with the acquisition method of accounting. The acquired assets and assumed liabilities were recorded at their estimated fair values in accordance with ASC 805, Business Combinations. There were no intangible assets identified as part of the acquisition. The results of C Enterprises’ operations subsequent to March 15, 2019 have been included in the results of the Custom Cabling Manufacturing and Assembly segment (“Custom Cabling segment”) as well as in the consolidated statements of operations. Costs related to the acquisition of C Enterprises were approximately $100,000 and have been expensed as incurred and categorized in selling and general expenses. The following table summarizes the components of the purchase price at fair value at March 15, 2019:
Cash consideration paid |  | $ | 600,000 |
Total purchase price |  | $ | 600,000 |
The following table summarizes the allocation of the estimated purchase price at fair value at March 15, 2019:
Current assets |  | $ | 2,008,000 |
Fixed assets |  |  | 30,000 |
Other assets |  |  | 18,000 |
Non-interest bearing liabilities |  |  | (1,456,000 | )
Net assets |  | $ | 600,000 |
Schroff Technologies International, Inc. On November 4, 2019, we purchased the business of Schroff Technologies International, Inc. (“Schrofftech”), a Rhode Island-based manufacturer and marketer of intelligent thermal control systems used by telecommunications companies across the U.S. and Canada, and shrouds for small cell integration and installation. At the closing, in consideration for the Schrofftech business, we paid the sellers $4 million in cash, and, if certain financial targets are met by Schrofftech over a two -year period, agreed to pay additional cash earn-out payments of up to $2.4 million. The acquisition was accounted for as an acquisition of a business in accordance 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. Schrofftech serves the high growth wireless, telecom and cable markets. All manufacturing operations are performed at Schrofftech’s facilities in Rhode Island. The Schrofftech business allows us to diversify the types of services provided for our customers in the cable industry. Although the closing occurred on November 4, 2019, the acquisition of Schrofftech is deemed to have become effective for financial accounting purposes as of November 1, 2019. Accordingly, Schrofftech’s financial results have been included in the results of the Custom Cabling segment for the three and six months ended April 30, 2020 as well as in the consolidated statements of operations. Total costs related to the acquisition of Schrofftech were approximately $151,000, of which $108,000 was incurred in fiscal 2019 and $43,000 was incurred in the six months ended April 30, 2020. All acquisition-related costs have been expensed as incurred and categorized in selling and general expenses. For the three months ended April 30, 2020, Schrofftech contributed revenue and pretax loss of $1.1 million and $95,000, respectively. For the six months ended April 30, 2020, Schrofftech contributed revenue and pretax loss of $2.3 million and $13,000, respectively. The following table summarizes the components of the purchase price at fair values at November 1, 2019:
Cash consideration paid |  | $ | 4,000,000 |
Earn-out liability |  |  | 1,249,000 |
Total purchase price |  | $ | 5,249,000 |
The following table summarizes the allocation of the purchase price at fair value at November 1, 2019:
Current assets |  | $ | 1,168,000 |
Fixed assets |  |  | 58,000 |
Intangible assets |  |  | 3,299,000 |
Goodwill |  |  | 1,356,000 |
Non-interest bearing liabilities |  |  | (632,000 | )
Net assets |  | $ | 5,249,000 |
The following unaudited pro forma financial information presents the combined operating results of the Company, C Enterprises, and Schrofftech 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 C Enterprises and Schrofftech as of November 1, 2018 is presented in the following table:
|  | Three Months Ended April 30, |  |  | Six Months Ended April 30, |
|  | 2020 |  |  | 2019 |  |  | 2020 |  |  | 2019 |
Revenue |  | $ | 10,390 |  |  | $ | 18,901 |  |  | $ | 22,804 |  |  | $ | 35,100 |
Net (loss) income |  |  | (184 | ) |  |  | 1,371 |  |  |  | (158 | ) |  |  | 2,744 |
(Loss) earnings per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.02 | ) |  | $ | 0.15 |  |  | $ | (0.02 | ) |  | $ | 0.29 |
Diluted |  | $ | (0.02 | ) |  | $ | 0.14 |  |  | $ | (0.02 | ) |  | $ | 0.28 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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