Exhibit 13.1

 

 

 

 

 

OPTICAL CABLE CORPORATION

 

Annual Report

 

2017

 

 

 

TABLE OF CONTENTS
3	Selected Consolidated Financial Information
4	Letter from the CEO
7	Management’s Discussion and Analysis of Financial Condition and Results of Operations
23	Consolidated Financial Statements
27	Notes to Consolidated Financial Statements
45	Reports of Independent Registered Public Accounting Firms
47	Corporate Information

 

Optical Cable Corporation (OCC)

 

 

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Optical Cable Corporation (OCC)

 

Selected Consolidated Financial Information

(in thousands, except per share data)

 

		Years ended October 31,
		2017				2016				2015 (1)					2014				2013
Consolidated Statement of Operations Information:
Net sales		$	64,093			$	64,616			$	73,569			$	82,978			$	75,266
Cost of goods sold			43,295				44,891				51,773				54,506				49,354
Gross profit			20,798				19,725				21,796				28,472				25,912
Selling, general and administrative expenses			21,969				20,761				24,043				26,989				24,996
Royalty expense, net			120				164				124				110				79
Amortization of intangible assets			26				17				11				41				70
Income (loss) from operations			(1,317	)			(1,217	)			(2,382	)			1,332				767
Other expense, net:
Interest expense, net			(523	)			(621	)			(440	)			(414	)			(467	)
Other, net			96				43				7				(28	)			(25	)
Income (loss) before income taxes			(1,744	)			(1,795	)			(2,815	)			890				275
Income tax expense (benefit)			(5	)			6				1,482				267				348
Net income (loss)		$	(1,739	)		$	(1,801	)		$	(4,297	)		$	623			$	(73	)
Net loss attributable to noncontrolling interest			—				(22	)			(42	)			(61	)			(30	)
Net income (loss) attributable to OCC		$	(1,739	)		$	(1,779	)		$	(4,255	)		$	684			$	(43	)
Net income (loss) per share attributable to OCC		$	(0.27	)		$	(0.28	)		$	(0.69	)		$	0.10			$	(0.01	)
Weighted average shares:
Basic and diluted			6,547				6,443				6,201				6,764				5,785
Consolidated Balance Sheet Information:
Cash		$	891			$	1,879			$	1,083			$	1,090			$	750
Working capital			22,907				22,196				23,504				26,075				26,986
Total assets			40,139				40,666				45,029				50,039				45,415
Bank debt			12,370				11,946				13,227				9,997				10,256
Total shareholders’ equity attributable to OCC			23,690				24,765				26,631				31,007				30,199

 

(1)  Fiscal year 2015 includes a $2.4 million non-cash charge related to the establishment of an allowance against OCC's net deferred tax assets.  The deferred tax asset valuation allowance in fiscal year 2015 increased income tax expense, increased net loss, increased net loss attributable to OCC, reduced total assets attributable to OCC and reduced total shareholders' equity attributable to OCC, in each case by $2.4 million.  The deferred tax asset valuation allowance also increased the net loss per share attributable to OCC by $0.39 per share in fiscal year 2015.  See "Income Tax Expense (Benefit)" in the Management Discussion and Analysis section of this annual report and Note 12 to the Consolidated Financial Statements.

 

Optical Cable Corporation (OCC)

 

Letter from the CEO

 

Dear Shareholders of Optical Cable Corporation (OCC^®):

 

Challenges.  Progress.  Adjustments.

 

Optical Cable Corporation’s fiscal year 2017 was a year of meaningful progress, market challenges, and necessary adjustments.

 

The OCC team achieved meaningful progress executing on key strategic initiatives during fiscal year 2017. 

 

In particular, we implemented sales, marketing, and product initiatives designed to grow sales in targeted markets with the greatest growth opportunities, and maintain our strong market position in other markets.  

 

As a result, OCC achieved sales growth in certain targeted industrial and specialty markets—sales growth that offset much of the weakness in other markets.  

 

Importantly, we achieved sales growth with certain of our larger strategic distribution partners and with our distribution partners in total during fiscal 2017.  Overall, our enterprise market sales remained relatively stable in fiscal year 2017, particularly when compared to challenges seen by some of OCC’s competitors.

 

We launched a number of new products during the year across each of our product categories including fiber optic cable, enterprise connectivity, and harsh environment and specialty connectivity. 
  
We also focused on operational initiatives designed to increase manufacturing efficiencies and effect process improvements. 

 

We also focused on operational initiatives designed to increase manufacturing efficiencies and effect process improvements. 

 

Overall, we grew gross profit 5.4% during fiscal year 2017, and increased our consolidated gross profit margin to 32.4% with increased gross profit margins across all product categories: fiber optic cable, enterprise connectivity, and harsh environment and specialty connectivity. 

 

We did all of this in a challenging market environment in which we overcame weakness in certain enterprise markets, particularly in the second half of fiscal year 2017, and weakness in our military and wireless carrier markets.  

 

Despite these challenges, we ended fiscal year 2017 with top- and bottom-line financial results similar to those achieved in the prior fiscal year.  

 

At the same time, we made adjustments designed to improve our execution and achievement of our strategic objectives during fiscal year 2017. These adjustments included hiring key new personnel and making organizational and team changes to drive our top-line growth.  New operational excellence programs were initiated at our fiber optic cable manufacturing facility toward the end of fiscal 2017, intended to result in future increased operational efficiencies.

 

We believe the actions taken in 2017 and our continued initiatives better position OCC for long-term success.

 

Optical Cable Corporation (OCC)

 

Key Financial Performance Metrics.

 

OCC’s key financial performance metrics for fiscal year 2017 include:

 

●

Consolidated net sales of $64.1 million in fiscal year 2017 compared to net sales of $64.6 million in fiscal year 2016, a decrease of less than one percent. OCC achieved strong sales growth in certain industrial and specialty markets, as well as with certain of our larger strategic distribution partners, during the year. Sales in our enterprise markets were relatively stable, and we achieved top-line stability despite weakness in our military and wireless carrier markets, and declines in sales outside of the U.S.

 

●

Sequential improvements were achieved in quarterly net sales during each quarter of fiscal year 2017 with net sales of $14.6 million in the first quarter increasing to $17.2 million by the fourth quarter.

 

●

Gross profit increased 5.4% to $20.8 million in fiscal year 2017 compared to $19.7 million in fiscal year 2016.

 

●

Gross profit margin increased to 32.4% compared to 30.5% for fiscal year 2016, with increases in our fiber optic cable, enterprise connectivity, and harsh environment and specialty connectivity product categories.

 

●

SG&A expenses increased to $22.0 million from $20.8 million last year, in part due to select new hires, increased marketing spending, and targeted employee incentives, as we focused on positively impacting future sales growth. The increase this year was consistent with our strategic initiatives after achieving a savings in SG&A expenses of $3.3 million in fiscal year 2016, when compared to fiscal year 2015. Our ability to maintain our enviable market position in target markets relative to much larger competitors tends to require SG&A expenses at a higher percentage of net sales than those larger competitors.

 

●

Net loss attributable to OCC was $1.7 million, or $0.27 per share, in fiscal 2017, slightly improved from fiscal 2016.

 

●

OCC’s balance sheet remains strong. OCC’s ratio of current assets to current liabilities was 6.5 to 1 as of October 31, 2017. During fiscal year 2017, we extended the maturity date of our real estate loans to May 2024, with a fixed interest rate of 3.95%. OCC’s long-term debt to shareholders’ equity ratio is relatively low compared to a number of our industry competitors.

 

 

Looking Forward to Fiscal Year 2018

 

As we begin fiscal year 2018, we continue to execute on our strategies—accelerating sales and marketing initiatives in targeted markets and focusing on increasing operational efficiencies and process improvements—to drive top- and bottom-line growth.

 

As a result of the OCC team’s continued efforts, we began to see increases in sales activity during fiscal year 2017.

 

We are now beginning to see increases in order volumes. Forward order load has increased during the first quarter of fiscal year 2018—particularly in the military and certain other specialty markets. As a result, we believe the first quarter of fiscal 2018 will likely show considerable sales growth compared to the same period last year.

 

Optical Cable Corporation (OCC)

 

OCC has a long history of successfully competing against much larger industry players—carving out and maintaining quite enviable market positions in our target markets and building loyalty among our customers and others who depend on our products. We are optimistic about our ability to continue our established strength in these markets.

 

Looking ahead, we have set aggressive and challenging growth goals for fiscal 2018 to take advantage of the operating leverage in our business.

 

We are excited about capitalizing on the opportunities before us in fiscal year 2018 and executing our strategies to deliver value for shareholders.

 

We are also confident in our ability to continue to meet the evolving product, innovation, service, and solution needs of our customers and others counting on our products, and to provide the technical and application expertise on which they depend—which is why we say…

 

OCC. Connections You Can Count On.^®

 

Thank you for your investment and trust in OCC!

 

/s/ Neil D. Wilkin, Jr.

 

Neil D. Wilkin, Jr.

Chairman of the Board,

President and Chief Executive Officer

December 20, 2017

 

Optical Cable Corporation (OCC)

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Information

 

This report 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 our 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 known and unknown variables, uncertainties, contingencies and risks that may cause actual events or results to differ materially from our expectations. Such known and unknown variables, uncertainties, contingencies and risks (collectively, “factors”) may also adversely affect Optical Cable Corporation and its subsidiaries (collectively, the “Company” or “OCC®”), the Company’s future results of operations and future financial condition, and/or the future equity value of the Company. Factors that could cause or contribute to such differences from our expectations or that 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, plastics and other materials); fluctuations in transportation costs; our dependence on customized equipment for the manufacture of certain of our products in certain production facilities; our ability to protect our proprietary manufacturing technology; market conditions influencing prices or pricing in one or more of the markets in which we participate, including the impact of increased competition; our 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 us; 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 us; technological changes and introductions of new competing products; changes in end-user preferences for competing technologies relative to our product offering; economic conditions that affect the telecommunications sector, the data communications sector, certain technology sectors and/or certain industry market sectors (for example, mining, oil & gas, military and wireless carrier industry market sectors); economic conditions that affect U.S. based manufacturers; economic conditions or changes in relative currency strengths (for example, the strengthening of the U.S. dollar relative to certain foreign currencies) that affect certain geographic markets, the relative costs of U.S. products exported, and/or the economy as a whole; changes in demand for our products from certain competitors for which we provide private label connectivity products; changes in the mix of products sold during any given period (due to, among other things, seasonality or strength or weaknesses in particular markets in which we participate) which may impact gross profits and gross profit margins or net sales; variations in orders and production volumes of hybrid cables (fiber and copper) with high copper content, which tend to have lower gross profit margins; variations resulting from high volatility, large sales orders and high sales concentration among a limited number of customers in the wireless carrier market; terrorist attacks or acts of war, and any current or potential future military conflicts; changes in the level of military spending or other spending by the United States government, including, but not limited to reductions in government spending due to automatic budget cuts or sequestration; ability to recruit and retain key personnel; poor labor relations; the impact of changes in accounting policies and related costs of compliance, including changes by the Securities and Exchange Commission (“SEC”), the Public Company Accounting Oversight Board (“PCAOB”), the Financial Accounting Standards Board (“FASB”), and/or the International Accounting Standards Board (“IASB”); our 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 us; 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, including our direct and indirect costs of compliance with such laws and regulations; the impact of the Patient Protection and Affordable Care Act of 2010, the Health Care and Education Reconciliation Act of 2010, and any revisions to those acts that apply to us and the related legislation and regulation associated with those acts, which directly or indirectly result in increases to our costs; the impact of changes in state or federal tax laws and regulations increasing our costs and/or impacting the net return to investors owning our shares; any changes in the status of our compliance with financial debt covenants with our lender; our ability to maintain and/or secure debt financing and/or equity financing to adequately finance our ongoing operations; the impact of future consolidation among competitors and/or among customers adversely affecting our position with our customers and/or our market position; actions by customers adversely affecting us in reaction to the expansion of our product offering in any manner, including, but not limited to, by offering products that compete with our 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 our customers; voluntary or involuntary delisting of the Company’s common stock from any exchange on which it is traded; the deregistration by the Company from SEC reporting requirements, as a result of the small number of holders of the Company’s common stock; a continued suspension of dividends declared to shareholders due to inadequate or alternative uses of cash on hand; adverse reactions by customers, vendors or other service providers to unsolicited proposals regarding the ownership or management of the Company; the additional costs of considering, responding to and possibly defending our position on unsolicited proposals regarding the ownership or management of the Company; impact of weather or natural disasters in the areas of the world in which we operate, market our products and/or acquire raw materials; an increase in the number of shares of the Company’s common stock issued and outstanding; further economic downturns generally and/or in one or more of the markets in which we operate; changes in market demand, exchange rates, productivity, market dynamics, market confidence, macroeconomic and/or other economic conditions in the areas of the world in which we operate and market our products; and our success in managing the risks involved in the foregoing.

 

Optical Cable Corporation (OCC)

 

We caution readers that the foregoing list of important factors is not exclusive. Furthermore, we incorporate by reference those factors included in current reports on Form 8-K, and/or in our other filings.

 

Dollar amounts presented in the following discussion have been rounded to the nearest hundred thousand, except in the case of amounts less than one million and except in the case of the table set forth in the “Results of Operations” section, the amounts in which both cases have been rounded to the nearest thousand.

 

Overview of Optical Cable Corporation

 

Optical Cable Corporation (or OCC^®) is a leading manufacturer of a broad range of fiber optic and copper data communication cabling and connectivity solutions primarily for the enterprise market and various harsh environment and specialty markets (the non-carrier markets), offering integrated suites of high quality products which operate as a system solution or seamlessly integrate with other providers’ offerings. Our product offerings include designs for uses ranging from enterprise network, datacenter, residential and campus installations to customized products for specialty applications and harsh environments, including military, industrial, mining, petrochemical and broadcast applications, and for the wireless carrier market. Our 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, fiber optic reels and accessories 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 is also internationally recognized for pioneering the development of innovative copper connectivity technology and designs used to meet industry copper connectivity data communications standards.

 

Optical Cable Corporation (OCC)

 

Founded in 1983, Optical Cable Corporation is headquartered in Roanoke, Virginia with offices, manufacturing and warehouse facilities located in Roanoke, Virginia, near Asheville, North Carolina and near Dallas, Texas. We primarily manufacture our fiber optic cables at our Roanoke facility which is ISO 9001:2008 registered and MIL-STD-790G certified, primarily manufacture our enterprise connectivity products at our Asheville facility which is ISO 9001:2008 registered, and primarily manufacture our harsh environment and specialty connectivity products at our Dallas facility which is ISO 9001:2008 registered and MIL-STD-790G certified.

 

OCC designs, develops and manufactures fiber optic cables for a broad range of enterprise, harsh environment and specialty markets and applications. We refer to these products as our fiber optic cable offering. OCC designs, develops and manufactures fiber and copper connectivity products for the enterprise market, including a broad range of enterprise and residential applications. We refer to these products as our enterprise connectivity product offering. OCC designs, develops and manufactures a broad range of specialty fiber optic connectors and connectivity solutions principally for use in military, harsh environment and other specialty applications. We refer to these products as our harsh environment and specialty connectivity product offering.

 

We market and sell the products manufactured at our Dallas facility through our wholly owned subsidiary Applied Optical Systems, Inc. (“AOS”) under the names Optical Cable Corporation and OCC^® by the efforts of our integrated OCC sales team.

 

The OCC team seeks to provide top-tier communication solutions by bundling all of our fiber optic and copper data communication product offerings into systems that are best suited for individual data communication needs and application requirements of our customers and the end-users of our systems.

 

OCC’s wholly owned subsidiary Centric Solutions LLC (“Centric Solutions”) provides cabling and connectivity solutions for the datacenter market. Centric Solutions’ business is located at OCC’s facility near Dallas, Texas.

 

Optical Cable Corporation, OCC^®, Procyon^®, Procyon Blade™, Superior Modular Products™, SMP Data Communications™, Applied Optical Systems™, Centric Solutions™ and associated logos are trademarks of Optical Cable Corporation.

 

Summary of Company Performance for Fiscal Year 2017

 

●

Consolidated net sales for fiscal year 2017 were $64.1 million, a decrease of less than one percent compared to net sales of $64.6 million for fiscal year 2016. OCC’s net sales in the enterprise market remained relatively stable in fiscal year 2017, while OCC achieved increase in a number of industrial and specialty markets. These gains were offset by decreases in net sales in the wireless carrier and military markets.

 

●

Gross profit was $20.8 million in fiscal year 2017, an increase of 5.4% compared to $19.7 million for fiscal year 2016.

 

●

Gross profit margin, or gross profit as a percentage of net sales, increased to 32.4% for fiscal year 2017, compared to 30.5% for fiscal year 2016. Gross profit margin improved in all categories of OCC’s product offerings during fiscal year 2017 including fiber optic cable, enterprise connectivity, and harsh environment and specialty connectivity, and was positively impacted by product mix.

 

●

Selling, general and administrative expenses increased 5.8% to $22.0 million during fiscal year 2017 when compared to $20.8 million in fiscal year 2016. SG&A expense increases included select new hires, certain employee incentives, and increase in marketing spending as we focused on initiatives to positively impact future sales growth.

 

●

Net loss attributable to OCC was $1.7 million, or $0.27 per share, during fiscal year 2017, compared to net loss attributable to OCC of $1.8 million, or $0.28 per share, during fiscal year 2016.

 

Optical Cable Corporation (OCC)

 

Results of Operations

 

We sell our products internationally and domestically to our customers which include major distributors, various regional and smaller distributors, original equipment manufacturers and value-added resellers. All of our sales to customers outside of the United States are denominated in U.S. dollars. We can experience fluctuations in the percentage of net sales to customers outside of the United States and in the United States from period to period based on the timing of large orders, coupled with the impact of increases and decreases in sales to customers in various regions of the world. Sales outside of the U.S. can also be impacted by fluctuations in the exchange rate of the U.S. dollar compared to other currencies.

 

Net sales consist of gross sales of products less discounts, refunds and returns. Revenue is recognized at the time of product shipment or delivery to the customer (including distributors) provided that the customer takes ownership and assumes risk of loss (based on shipping terms), collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Our customers generally do not have the right of return unless a product is defective or damaged and is within the parameters of the product warranty in effect for the sale.

 

Cost of goods sold consists of the cost of materials, product warranty costs and compensation costs, and overhead and other costs related to our manufacturing operations. The largest percentage of costs included in cost of goods sold is attributable to costs of materials.

 

Our gross profit margin percentages are heavily dependent upon product mix on a quarterly basis and may vary based on changes in product mix. To the extent not negatively impacted by product mix, gross profit margins tend to be higher when we achieve higher net sales levels, as certain fixed manufacturing costs are spread over higher sales. Hybrid cables (fiber and copper) with higher copper content tend to have lower gross profit margins.

 

Selling, general and administrative expenses (“SG&A expenses”) consist of the compensation costs for sales and marketing personnel, shipping costs, trade show expenses, customer support expenses, travel expenses, advertising, bad debt expense, the compensation costs for administration and management personnel, legal, accounting, advisory and professional fees, costs incurred to settle litigation or claims and other actions against us, and other costs associated with our operations.

 

Royalty expense, net consists of royalty and related expenses, net of royalty income earned, if any, on licenses associated with our patented products.

 

Amortization of intangible assets consists of the amortization of the costs, including legal fees, associated with internally developed patents that have been granted. Amortization of intangible assets is calculated using the straight line method over the estimated useful lives of the intangible assets.

 

Other expense, net consists of interest expense and other miscellaneous income and expense items not directly attributable to our operations.

 

Optical Cable Corporation (OCC)

 

The following table sets forth and highlights fluctuations in selected line items from our consolidated statements of operations for the periods indicated:

 

		Fiscal Years Ended												Fiscal Years Ended
		October 31,												October 31,
										Percent												Percent
		2017				2016				Change				2016				2015				Change
Net sales		$	64,100,000			$	64,600,000				(0.8	%)		$	64,600,000			$	73,600,000				(12.2	%)
Gross profit			20,800,000				19,700,000				5.4				19,700,000				21,800,000				(9.5	)
SG&A expenses			22,000,000				20,800,000				5.8				20,800,000				24,000,000				(13.7	)
Net loss attributable to OCC			(1,700,000	)			(1,800,000	)			2.3				(1,800,000	)			(4,300,000	)			58.2

 

Net Sales

 

Consolidated net sales for fiscal year 2017 were $64.1 million, a decrease of less than one percent when compared to net sales of $64.6 million in fiscal year 2016.

 

During fiscal year 2017, OCC’s net sales in the enterprise market (including OEM) remained relatively stable, while OCC achieved increases in a number of industrial and specialty markets, compared to fiscal year 2016.  These increases, however, were offset by decreases in net sales in the wireless carrier and military markets.

 

Consolidated net sales for fiscal year 2016 were $64.6 million, a decrease of 12.2% when compared to net sales of $73.6 million in fiscal year 2015. OCC experienced unusual weakness in many of its markets at the end of fiscal year 2015 and continuing into the beginning of fiscal year 2016, which particularly impacted net sales during the first quarter ended January 31, 2016, beyond OCC’s historic quarterly seasonality.

 

The decrease in net sales when comparing fiscal years 2016 and 2015 also reflects the decrease in net sales of our fiber optic cable products in various specialty markets and our harsh environment and specialty connectivity products. A significant portion of the net sales decrease in fiscal year 2016 was attributable to large orders for fiber optic cable products from one customer decreasing $3.0 million (or 37.6%) to $5.0 million, when compared to $8.0 million in orders from this customer in fiscal year 2015.

 

Net sales to customers outside of the United States were 20%, 20% and 22% of total net sales for fiscal years 2017, 2016 and 2015, respectively. Net sales to customers in the United States increased slightly during fiscal year 2017 compared to fiscal year 2016, while net sales to customers outside of the United States decreased 5.3%. 

 

We typically expect net sales to be relatively lower in the first half of each fiscal year and relatively higher in the second half of each fiscal year. We believe this historical seasonality pattern is generally indicative of an overall trend and reflective of the buying patterns and budgetary cycles of our customers. However, this pattern may be substantially altered during any quarter or year by the timing of larger projects, timing of orders from larger customers, other economic factors impacting our industry or impacting the industries of our customers and end-users and macroeconomic conditions. While we believe seasonality may be a factor that impacts our quarterly net sales results, we are not able to reliably predict net sales based on seasonality because these other factors can also substantially impact our net sales patterns during the year.

 

Forward order load has increased during the first quarter of fiscal year 2018—particularly in the military and certain other specialty markets.  As a result, we believe the first quarter of fiscal 2018 will likely show considerable sales growth compared to the same period last year.

 

Optical Cable Corporation (OCC)

 

Gross Profit

 

Gross profit increased 5.4% to $20.8 million in fiscal year 2017 from $19.7 million in fiscal year 2016. Gross profit margin, or gross profit as a percentage of net sales, increased to 32.4% for fiscal year 2017, compared to 30.5% for fiscal year 2016.

 

Gross profit margin improved in all categories of OCC’s product offerings during fiscal year 2017 including fiber optic cable, enterprise connectivity, and harsh environment and specialty connectivity, primarily due to a shift in product mix toward the sale of certain higher margin products compared to fiscal year 2016.  Toward the end of fiscal year 2017, we started new manufacturing efficiency initiatives which we believe will benefit OCC in future periods.

 

Gross profit was $19.7 million in fiscal year 2016, a 9.5% decrease from $21.8 million in fiscal year 2015. Gross profit margin was 30.5% for fiscal year 2016, compared to 29.6% for fiscal year 2015.

 

The increase in gross profit margin in fiscal year 2016 when compared to fiscal year 2015 was primarily due to an increase in net sales of certain fiber optic cable products that positively impacted gross profit and a decrease in net sales of certain fiber optic cable products that had negatively impacted gross profit in prior periods. Additionally, concerted efforts to reduce manufacturing costs and increase production efficiencies contributed to a significant increase in our gross profit margin for both the third and fourth quarters of fiscal 2016, when compared to the same periods in fiscal year 2015, and to the increase when comparing fiscal year 2016 to fiscal year 2015.

 

Selling, General and Administrative Expenses

 

SG&A expenses increased $1.2 million, or 5.8%, to $22.0 million in fiscal year 2017 from $20.8 million in fiscal year 2016. SG&A expenses as a percentage of net sales were 34.3% in fiscal year 2017, compared to 32.1% in fiscal year 2016.

 

The increase in SG&A expenses during fiscal year 2017 compared to fiscal year 2016 was primarily the result of increased employee related costs totaling $837,000, increased marketing expenses totaling $170,000, and increased legal fees totaling $164,000. Employee related costs have increased when comparing fiscal year 2017 to fiscal year 2016 largely as a result of new hires, selectively added to accomplish strategic objectives, and increases in healthcare insurance costs.  Marketing expenses increased due to a number of new marketing initiatives and work related to future product launches.  Legal fees increased primarily due to legal action undertaken by the Company during the first six months of fiscal year 2017.  This legal action resulted in the favorable settlement of certain legal matters during the second quarter of fiscal year 2017.  As a result, the reversal of approximately $171,000 previously accrued was included in “Other Expense, net” described below.  As expected, legal fees did not recur at the same level in the second half of fiscal year 2017. 

 

SG&A expenses decreased $3.3 million (or 13.7%) to $20.8 million in fiscal year 2016 from $24.0 million in fiscal year 2015, consistent with our efforts to control and reduce costs. SG&A expenses as a percentage of net sales were 32.1% in fiscal year 2016, compared to 32.7% in fiscal year 2015.

 

The decrease in SG&A expenses during fiscal year 2016 compared to fiscal year 2015 was the result of targeted cost reduction efforts across all expense categories. The most significant savings were achieved from reduced employee related expenses of $1.1 million, reduced marketing expenses of $419,000 and reduced travel and sales expenses of $290,000, all excluding expenses incurred by Centric Solutions. Separately, SG&A costs associated with Centric Solutions were reduced by $475,000.

 

Compensation costs decreased when comparing fiscal year 2016 to fiscal year 2015 primarily as a result of the personnel cost reduction implemented at the end of fiscal year 2015 and decreases in commissions due to decreased net sales. The reductions in marketing expenses and travel and sales expenses were primarily the result of the targeted efforts to increase efficiencies and control costs.

 

Royalty Expense, Net

 

We recognized royalty expense, net of royalty income, totaling $120,000 during fiscal year 2017, compared to $164,000 during fiscal year 2016. We expect the trend of royalty expense completely offsetting royalty income to continue in fiscal year 2018 as a result of the decline in royalty income due to the expiration of patents for licensed products.

 

Optical Cable Corporation (OCC)

 

We recognized royalty expense, net of royalty income, totaling $164,000 during fiscal year 2016, compared to $124,000 during fiscal year 2015.

 

Amortization of Intangible Assets

 

We recognized $26,000 of amortization expense, associated with intangible assets, during fiscal year 2017, compared to $17,000 during fiscal year 2016 and $11,000 during fiscal year 2015.

 

Other Expense, Net

 

We recognized other expense, net of $427,000 in fiscal year 2017 compared to $578,000 in fiscal year 2016. Other expense, net for fiscal year 2017 is comprised of: interest expense totaling $523,000 related primarily to monies borrowed in connection with the acquisition of SMP Data Communications in fiscal year 2008, borrowings under our revolving credit facility, and other interest incurred in the normal course of business; and other miscellaneous items which may fluctuate from period to period. The decrease in other expense, net during fiscal year 2017 compared to fiscal year 2016 was primarily due to income of approximately $171,000, resulting from the reversal of amounts previously accrued upon the favorable settlement of certain legal matters, and the decrease in the interest rate, effective December 21, 2016, and changes in the balance of our Revolving Credit Note.

 

We recognized other expense, net of $578,000 in fiscal year 2016 compared to $433,000 in fiscal year 2015. Other expense, net for fiscal year 2016 is comprised of: interest expense totaling $621,000 related primarily to monies borrowed in connection with the acquisition of SMP Data Communications in fiscal year 2008, borrowings under our revolving credit facility, and other interest incurred in the normal course of business; and other miscellaneous items which may fluctuate from period to period.

 

Loss Before Income Taxes

 

We reported a loss before income taxes of $1.7 million for fiscal year 2017 compared to $1.8 million for fiscal year 2016. This improvement was primarily due to the increase in gross profit of $1.1 million, offset by the increase in SG&A expenses of $1.2 million in fiscal year 2017 compared to fiscal year 2016.

 

We reported a loss before income taxes of $1.8 million for fiscal year 2016 compared to $2.8 million for fiscal year 2015. This improvement was primarily due to the decrease in SG&A expenses of $3.3 million in fiscal year 2016 compared to fiscal year 2015, partially offset by the decrease in gross profit of $2.1 million in fiscal year 2016, compared to fiscal year 2015.

 

Income Tax Expense (Benefit)

 

Income tax benefit totaled $5,000 for fiscal year 2017, compared to income tax expense of $6,000 for fiscal year 2016. Our effective tax rate was less than one percent in fiscal year 2017, compared to less than negative one percent in fiscal year 2016.

 

Fluctuations in our effective tax rates are primarily due to permanent differences in U.S. GAAP and tax accounting for various tax deductions and benefits, but can also be significantly different from the statutory tax rate when income or loss before taxes is at a level such that permanent differences in U.S. GAAP and tax accounting treatment have a disproportional impact on the projected effective tax rate.

 

Income tax expense totaled $6,000 for fiscal year 2016, compared to $1.5 million for fiscal year 2015. Our effective tax rate was less than negative one percent in fiscal year 2016, compared to negative 52.7% in fiscal year 2015. Our effective tax rate for fiscal year 2015 was significantly impacted by the establishment in the fourth quarter of fiscal year 2015 of a $2.4 million valuation allowance against all of our net deferred tax assets, which is a non-cash charge that increased our net loss attributable to OCC for fiscal year 2015 by $2.4 million, or $0.39 per share.

 

Optical Cable Corporation (OCC)

 

As a result of establishing a full valuation allowance against our net deferred tax assets in fiscal year 2015, if we generate sufficient taxable income in subsequent periods to realize a portion or all of our net deferred tax assets, our effective income tax rate could be unusually low due to the tax benefit attributable to the necessary decrease in our valuation allowance. Further, if we generate losses before taxes in subsequent periods, as we did in fiscal year 2017, our effective income tax rate could also be unusually low, as any increase in our net deferred tax asset from such a net operating loss for tax purposes, would be offset by a corresponding increase to our valuation allowance against our net deferred tax assets.

 

If we generate sufficient income before taxes in future periods such that U.S. GAAP would permit us to conclude that the removal of any valuation allowance against our net deferred tax asset is appropriate, then during the period in which such determination is made, we will recognize the non-cash benefit of such removal of the valuation allowance in income tax expense on our consolidated statement of operations, which will increase our net income attributable to OCC and will also increase the net deferred tax asset on our consolidated balance sheet. If we do not generate sufficient income before taxes in future periods such that U.S. GAAP would permit us to conclude that the reduction or removal of any valuation allowance against our net deferred tax is appropriate, then no such non-cash benefit would be realized. There can be no assurance regarding any future realization of the benefit by us of all or part of our net deferred tax assets.

 

See also “Critical Accounting Policies” below and Note 12 to the Consolidated Financial Statements.

 

Net Loss

 

Net loss attributable to OCC for fiscal year 2017 was $1.7 million compared to $1.8 million for fiscal year 2016. This improvement was primarily due to the decrease in loss before income taxes of $51,000.

 

Net loss attributable to OCC for fiscal year 2016 was $1.8 million compared to $4.3 million for fiscal year 2015. This decrease was primarily due to the decrease in loss before income taxes of $1.0 million and the decrease in income tax expense of $1.5 million in fiscal year 2016 compared to fiscal year 2015.

 

Net loss attributable to OCC for fiscal year 2015 was increased by $2.4 million, or $0.39 per share, due to a non-cash charge of $2.4 million to income tax expense to reflect the establishment of a $2.4 million valuation allowance against net deferred tax assets. See disclosures under “Income Tax Expense” above.

 

Financial Condition

 

Total assets decreased $527,000, or 1.3%, to $40.1 million at October 31, 2017, from $40.7 million at October 31, 2016. This decrease is primarily due to a $1.2 million decrease in property, plant and equipment and a $988,000 decrease in cash, partially offset by an increase in inventories totaling $1.8 million. Further detail regarding the decrease in cash is provided in our discussion of “Liquidity and Capital Resources”. The decrease in property, plant and equipment is due to the fact that depreciation expense was greater than asset additions in fiscal year 2017. Inventories increased as the result of the planned replenishment of stock inventory to sufficient levels and the timing of certain raw material purchases.

 

Total liabilities increased $549,000, or 3.5%, to $16.4 million at October 31, 2017, from $15.9 million at October 31, 2016. The increase in total liabilities was primarily due to a $700,000 increase in note payable to bank under our revolving credit facility.

 

Total shareholders’ equity at October 31, 2017 decreased $1.1 million, or 4.3%, during fiscal year 2017. The decrease resulted primarily from the net loss of $1.7 million, partially offset by share-based compensation, net of $681,000.

 

Optical Cable Corporation (OCC)

 

Liquidity and Capital Resources

 

Our primary capital needs during fiscal year 2017 have been to fund working capital requirements and capital expenditures and to make principal payments on long-term debt. Our primary source of capital for these purposes has been existing cash, cash provided by operations and advances on our revolving credit facility. As of October 31, 2017 and 2016, we had an outstanding loan balance under our revolving credit facility totaling $5.7 million and $5.0 million, respectively. As of October 31, 2017 and 2016, we had outstanding loan balances, excluding our revolving credit facility, totaling $6.7 million and $6.9 million, respectively.

 

Our cash totaled $891,000 and $1.9 million as of October 31, 2017 and 2016, respectively. Net cash provided by financing activities of $283,000 was offset by net cash used in operating activities of $687,000 and capital expenditures totaling $509,000.

 

On October 31, 2017, we had working capital of $22.9 million, compared to $22.2 million as of October 31, 2016. The ratio of current assets to current liabilities as of October 31, 2017, was 6.5 to 1 compared to 6.4 to 1 as of October 31, 2016. The increase in working capital and in the current ratio as of October 31, 2017 compared to October 31, 2016 was primarily due to the $1.8 million increase in inventories, partially offset by the $988,000 decrease in cash.

 

Net Cash

 

Net cash used in operating activities was $687,000 in fiscal year 2017 compared to net cash provided by operating activities of $3.2 million in fiscal year 2016 and $1.2 million in fiscal year 2015.

 

Net cash used in operating activities during fiscal year 2017 primarily resulted from an increase in inventories totaling $1.8 million, partially offset by certain adjustments to reconcile a net loss of $1.7 million to net cash used in operating activities including depreciation, amortization and accretion of $1.7 million and share-based compensation expense of $787,000.

 

Net cash provided by operating activities during fiscal year 2016 primarily resulted from certain adjustments to reconcile a net loss of $1.8 million to net cash provided by operating activities including depreciation, amortization and accretion of $2.1 million and share-based compensation expense of $801,000. Additionally, the decrease in inventories of $2.8 million further contributed to net cash provided by operating activities. All of the aforementioned factors positively affecting cash provided by operating activities were partially offset by the cash flow impact of decreases in accounts payable and accrued expenses of $997,000.

 

Net cash provided by operating activities during fiscal year 2015 primarily resulted from certain adjustments to reconcile a net loss of $4.3 million to net cash provided by operating activities including depreciation, amortization and accretion of $2.1 million and share-based compensation expense of $1.1 million. Additionally, the cash flow impact of decreases in trade accounts receivable, net of $4.9 million further contributed to net cash provided by operating activities. All of the aforementioned factors positively affecting cash provided by operating activities were partially offset by the cash flow impact of decreases in accounts payable and accrued expenses, including accrued compensation and payroll taxes, of $3.4 million.

 

Net cash used in investing activities totaled $584,000 in fiscal year 2017 compared to $676,000 in fiscal year 2016 and $3.2 million in fiscal year 2015. Net cash used in investing activities during fiscal years 2017, 2016 and 2015 resulted primarily from the purchase of property and equipment and deposits for the purchase of property and equipment.

 

Net cash provided by financing activities totaled $283,000 in fiscal year 2017 compared to net cash used in financing activities totaling $1.7 million in fiscal year 2016 and net cash provided by financing activities totaling $2.0 million in fiscal year 2015.

 

Optical Cable Corporation (OCC)

 

Net cash provided by financing activities in fiscal year 2017 resulted primarily from proceeds from a note payable to our bank under our line of credit, net of repayments, totaling $700,000, partially offset by principal payments on long-term debt totaling $276,000. Net cash used in financing activities in fiscal year 2016 resulted primarily from repayments on the revolving credit facility totaling $1.0 million, principal payments on our long-term debt totaling $281,000, the payment of dividends previously declared totaling $141,000 and refinancing costs totaling $138,000. Net cash provided by financing activities in fiscal year 2015 resulted primarily from proceeds from a note payable to our bank under our line of credit, net of repayments, of $3.5 million, partially offset by the $556,000 payment of dividends previously declared and the repurchase and retirement of 80,636 shares of our common stock for $380,000.

 

We have a plan (the “Repurchase Plan”), approved by our Board of Directors on July 14, 2015, to purchase and retire up to 400,000 shares of our common stock, or approximately 6.0% of the shares then outstanding. We anticipate that the purchases will be made over a 24- to 36-month period, but there is no definite time period for repurchase. As of October 31, 2017, we had 398,400 shares remaining to purchase under this Repurchase Plan.

 

We have repurchased outstanding common stock outside of the Repurchase Plan directly from certain shareholders and through an odd lot repurchase offer. During fiscal year 2017, we repurchased and retired a total of 5,701 shares for $18,000, outside of the Repurchase Plan.

 

Credit Facilities

 

We have credit facilities consisting of a real estate term loan, as amended and restated (the “Virginia Real Estate Loan”), a supplemental real estate term loan, as amended and restated (the “North Carolina Real Estate Loan”) and a revolving credit note.

 

On December 21, 2016, we entered into a Loan Modification Agreement (the “Agreement”) with Pinnacle Financial Partners, as successor to Bank of North Carolina, (“Pinnacle”) to modify the Credit Agreement dated April 26, 2016 entered into between the Company and Pinnacle, the Revolving Credit Note dated April 26, 2016 payable by the Company to Pinnacle and the term loans dated April 26, 2016 payable by the Company to Pinnacle.

 

The Agreement with Pinnacle lowered the interest rate of the Virginia Real Estate Loan and the North Carolina Real Estate Loan to a fixed rate of 3.75% effective January 1, 2017 and resulted in lower monthly installment payments. 

 

On April 27, 2017, we entered into a Third Loan Modification Agreement with Pinnacle to modify the Credit Agreement dated April 26, 2016 entered into between the Company and Pinnacle and the term loans dated April 26, 2016.

 

The Third Loan Modification Agreement revised the interest rates of the term loans and the applicable repayment installments and extended the maturity date. The fixed interest rate of each of the two term loans was revised to 3.95% from 3.75%, and the maturity date of the term loans was extended to May 1, 2024. All other terms of the term loans remain unaltered and remain in full force and effect.

 

The real estate loans continue to be secured by a first priority lien on all of our personal property and assets, all money, goods, machinery, equipment, fixtures, inventory, accounts, chattel paper, letter of credit rights, deposit accounts, commercial tort claims, documents, instruments, investment property and general intangibles now owned or hereafter acquired by us and wherever located, as well as a first lien deed of trust on our real property.

 

Our Revolving Credit Note (“Revolver”) with Pinnacle provides the Company with a $7.0 million revolving line of credit (“Revolving Loan”) for our working capital needs. Under the Revolver, Pinnacle provides us with one or more revolving loans in a collective maximum principal amount of $7.0 million. We may borrow, repay, and reborrow at any time or from time to time while the Revolving Loan is in effect.

 

Optical Cable Corporation (OCC)

 

The Agreement with Pinnacle resulted in the lowering of the applicable margin in the Revolving Credit Note and established a floor on the interest rate for the Revolving Credit Note such that the rate will never be less than 2.50% per annum. The Revolving Loan accrues interest at LIBOR plus 2.50% (resulting in a 3.73% rate at October 31, 2017). The Revolving Loan is payable in monthly payments of interest only with principal and any outstanding interest due and payable at maturity.

 

On February 28, 2017, we entered into a Second Loan Modification Agreement (“Modification Agreement”) extending the maturity date of the Revolver to March 31, 2019, and removing certain previously existing provisions of the Revolving Loan that required reductions in availability originally contemplated to occur on February 28, 2017 and 2018. As a result, the collective maximum principal amount of the Revolving Loan will remain at $7.0 million. All other terms of the Revolving Loan remain unaltered and remain in full force and effect. Within the revolving loan limit of the Revolving Loan and the Modification Agreement, we may borrow, repay, and reborrow, at any time or from time to time until March 31, 2019.

 

The Revolving Loan continues to be secured by a perfected first lien security interest on all assets, including but not limited to, accounts, as-extracted collateral, chattel paper, commodity accounts, commodity contracts, deposit accounts, documents, equipment, fixtures, furniture, general intangibles, goods, instruments, inventory, investment property, letter of credit rights, payment intangibles, promissory notes, software and general tangible and intangible assets owned now or later acquired. The Revolving Loan is also cross-collateralized with our real property.

 

As of October 31, 2017, we had $5.7 million of outstanding borrowings on our Revolving Loan and $1.3 million in available credit. As of October 31, 2016, we had $5.0 million of outstanding borrowings on our Commercial Loan (predecessor to the Revolving Loan with Pinnacle) and approximately $2.0 million in available credit.

 

Capital Expenditures

 

We did not have any material commitments for capital expenditures as of October 31, 2017. During our 2017 fiscal year budgeting process, we included an estimate for capital expenditures of $2.0 million for the year. We incurred capital expenditures totaling $509,000 for items including new manufacturing equipment, improvements to existing manufacturing equipment, new information technology equipment and software, upgrades to existing information technology equipment and software, furniture and other capitalizable expenditures for property, plant and equipment for fiscal year 2017.

 

During our 2018 fiscal year budgeting process, we included an estimate for capital expenditures of $2.0 million for the year. Any capital expenditures will be funded out of our working capital, cash provided by operations or borrowings under our credit facilities, as appropriate. This amount includes estimates for capital expenditures for similar types of items as those purchased in fiscal year 2017. Capital expenditures are reviewed and approved based on a variety of factors including, but not limited to, current cash flow considerations, the expected return on investment, project priorities, impact on current or future product offerings, availability of personnel necessary to implement and begin using acquired equipment, and economic conditions in general. Historically, we have spent less than our budgeted capital expenditures in most fiscal years.

 

Corporate acquisitions and other strategic investments are considered outside of our annual capital expenditure budgeting process.

 

Optical Cable Corporation (OCC)

 

Future Cash Flow Considerations

 

We believe that our cash flow from operations, our cash on hand and our existing credit facilities will be adequate to fund our operations for at least the next twelve months.

 

From time to time, we are involved in various claims, legal actions and regulatory reviews arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our financial position, results of operations or liquidity.

 

Seasonality

 

We typically expect net sales to be relatively lower in the first half of each fiscal year and relatively higher in the second half of each fiscal year, which we believe may be partially due to construction cycles, buying patterns and budgetary considerations of our customers. Our trend for the last three fiscal years has been that an average of approximately 48%, 47% and 49% of our net sales occurred during the first half of fiscal years 2017, 2016 and 2015, respectively, and an average of approximately 52%, 53% and 51% of our net sales occurred during the second half of fiscal years 2017, 2016 and 2015, respectively.

 

This trend may be substantially altered during any quarter or year by the timing of larger projects, timing of orders from larger customers, other economic factors impacting our industry or impacting the industries of our customer and end-users and macroeconomic conditions. While we believe seasonality may be a factor that impacts our quarterly net sales results, we are not able to reliably predict net sales based on seasonality because these other factors can also substantially impact our net sales patterns during the year. We also believe net sales may not follow this trend in periods when overall economic conditions in the industry and/or in the world are atypical.

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of financial condition and results of operations is based on the consolidated financial statements and accompanying notes which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Note 1 to the consolidated financial statements provides a summary of our significant accounting policies. The following are areas requiring significant judgments and estimates due to uncertainties as of the reporting date: revenue recognition, trade accounts receivable and the allowance for doubtful accounts, inventories, deferred tax assets, long-lived assets and commitments and contingencies.

 

Application of the critical accounting policies discussed in the section that follows requires management’s significant judgments, often as a result of the need to make estimates of matters that are inherently uncertain. If actual results were to differ materially from the estimates made, the reported results could be materially affected. We are not currently aware of any reasonably likely events or circumstances that would result in materially different results.

 

Revenue Recognition

 

Management views revenue recognition as a critical accounting estimate since we must estimate an allowance for sales returns for the reporting period. This allowance reduces net sales for the period and is based on our analysis and judgment of historical trends, identified returns and the potential for additional returns. The estimates for sales returns did not materially differ from actual results for the year ended October 31, 2017.

 

Optical Cable Corporation (OCC)

 

Trade Accounts Receivable and the Allowance for Doubtful Accounts

 

Management views trade accounts receivable net of the related allowance for doubtful accounts as a critical accounting estimate since the allowance for doubtful accounts is based on judgments and estimates concerning the likelihood that individual customers will pay the amounts included as receivable from them. In determining the amount of allowance for doubtful accounts to be recorded for individual customers, we consider the age of the receivable, the financial stability of the customer, discussions that may have occurred with the customer and our judgment as to the overall collectibility of the receivable from that customer. In addition, we establish an allowance for all other receivables for which no specific allowances are deemed necessary. This general allowance for doubtful accounts is based on a percentage of total trade accounts receivable with different percentages used based on different age categories of receivables. The percentages used are based on our historical experience and our current judgment regarding the state of the economy and the industry.

 

Inventories

 

Management views the determination of the net realizable value of inventories as a critical accounting estimate since it is based on judgments and estimates regarding the salability of individual items in inventory and an estimate of the ultimate selling prices for those items. Individual inventory items are reviewed and adjustments are made based on the age of the inventory and our judgment as to the salability of that inventory in order for our inventories to be valued at the lower of cost or net realizable value.

 

Deferred Tax Assets

 

Management views the valuation of deferred tax assets as a critical accounting estimate since we must assess whether it is “more likely than not” that we will realize the benefits of our gross deferred tax assets and determine an appropriate valuation allowance if we conclude such an allowance is appropriate. This determination requires that we consider all available evidence, both positive and negative, in making this assessment. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified.

 

Generally, a cumulative loss in recent years is a significant piece of negative evidence that is quite difficult to overcome under U.S. GAAP. Since the amount of our loss before income taxes in fiscal year 2015 exceeded our income before taxes during the previous two fiscal years, we believed that U.S. GAAP required us to treat as significant negative evidence that it was “more likely than not” that we would be unable to realize the future benefits of our deferred tax assets in the coming years—significant negative evidence that was quite difficult to overcome under U.S. GAAP and which we were not able to overcome with sufficient objectively verifiable positive evidence.

 

While we believed that ultimately we will utilize the benefit of our net deferred tax assets in the future (prior to any expiration of the usability of such deferred tax assets for income tax purposes), we concluded as a result of our cumulative loss position and insufficient objectively verifiable positive evidence, it was appropriate under U.S. GAAP for us to establish a full valuation allowance against net deferred tax assets as of October 31, 2015.

 

The valuation allowance against our net deferred tax assets does not in any way impact our ability to use future tax deductions such as our net operating loss carryforwards; rather, the valuation allowance indicates, according to the provisions of Accounting Standards Codification 740, Income Taxes, it is “more likely than not” that our deferred tax assets will not be realized.

 

The valuation allowance that was established will be maintained until there is sufficient positive evidence to conclude that it is “more likely than not” that our net deferred tax assets will be realized. Our income tax expense for future periods will be reduced to the extent of corresponding decreases in our valuation allowance. There can be no assurance regarding any future realization of the benefit by us of all or part of our net deferred tax assets.

 

Optical Cable Corporation (OCC)

 

Long-lived Assets

 

Management views the determination of the carrying value of long-lived assets as a critical accounting estimate since we must determine an estimated economic useful life in order to properly amortize or depreciate our long-lived assets and because we must consider if the value of any of our long-lived assets have been impaired, requiring adjustment to the carrying value.

 

Economic useful life is the duration of time the asset is expected to be productively employed by us, which may be less than its physical life. Management’s assumptions on wear and tear, obsolescence, technological advances and other factors affect the determination of estimated economic useful life. The estimated economic useful life of an asset is monitored to determine if it continues to be appropriate in light of changes in business circumstances. For example, technological advances or excessive wear and tear may result in a shorter estimated useful life than originally anticipated. In such a case, we would depreciate the remaining net book value of an asset over the new estimated remaining life, thereby increasing depreciation expense per year on a prospective basis. We must also consider similar issues when determining whether or not an asset has been impaired to the extent that we must recognize a loss on such impairment.

 

The Company amortizes intangible assets over their respective finite lives up to their estimated residual values.

 

Commitments and Contingencies

 

Management views accounting for contingencies as a critical accounting estimate since loss contingencies arising from product warranties and defects, claims, assessments, litigation, fines and penalties and other sources require judgment as to any probable liabilities incurred. For example, accrued product warranty costs recorded by us are based primarily on historical experience of actual warranty claims and costs as well as current information with respect to warranty claims and costs. Actual results could differ from the expected results determined based on such estimates of loss contingencies.

 

Quantitative and Qualitative Disclosures About Market Risk

 

We do not engage in transactions in derivative financial instruments or derivative commodity instruments. As of October 31, 2017 our financial instruments were not exposed to significant market risk due to interest rate risk, foreign currency exchange risk, commodity price risk or equity price risk.

 

New Accounting Standards

 

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model that expands disclosure requirements and requires an entity to recognize revenue when promised goods or services are transferred to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”) which defers the effective date of the new revenue recognition standard by one year. Under ASU 2015-14, the new revenue recognition standard is effective for the Company beginning in fiscal year 2019. The FASB has also issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 all of which clarify certain implementation guidance within ASU 2014-09. We are currently evaluating the potential impact of the adoption of this guidance, but do not anticipate that the adoption will significantly change the timing or amount of revenue recognized. Therefore, we believe the adoption will be limited to expanded disclosures with no material impact on our results of operations, financial position and liquidity.

 

Optical Cable Corporation (OCC)

 

In July 2015, the FASB issued Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 changes the inventory valuation method from lower of cost or market to lower of cost and net realizable value for inventory valued using first-in, first-out or average cost. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and should be applied prospectively with early adoption permitted. The adoption of ASU 2015-11 is not expected to have any impact on our results of operations, financial position or liquidity or our related financial statement disclosures.

 

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires the recognition of a separate lease liability representing the required lease payments over the lease term and a separate lease asset representing the right to use the underlying asset during the same lease term. Additionally, this ASU provides clarification regarding the identification of certain components of contracts that would represent a lease as well as requires additional disclosures to the notes of the financial statements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. Our most significant leasing activity under long-term leases is the leasing of certain facilities. Total commitments under leases with expected duration of more than 12 months at October 31, 2017 were $717,776. We are currently in the process of compiling an inventory of all leases that fall under the requirement of ASU 2016-02, but do not expect the new guidance to have a material impact on our results of operations, financial position and liquidity and our related financial statement disclosures.

 

In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The adoption of ASU 2016-09 is not expected to have a material impact on our results of operations, financial position or liquidity or our related financial statement disclosures.

 

In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance related to the classification of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The adoption of ASU 2016-15 is not expected to have a material impact on our results of operations, financial position or liquidity or our related financial statement disclosures.

 

Optical Cable Corporation (OCC)

 

In October 2016, the FASB issued Accounting Standards Update 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset (with the exception of inventory) when the transfer occurs.  Under current GAAP, entities are prohibited from recognizing current and deferred income taxes for an intra-entity transfer until the asset is sold to a third party.  Examples of assets that would be affected by the new guidance are intellectual property and property, plant and equipment.  ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The Company generally does not transfer significant assets between entities and, as such, the adoption of ASU 2016-16 is not expected to have a material impact on our results of operations, financial position or liquidity or our related financial statement disclosures.

 

There are no other new accounting standards issued, but not yet adopted by us, which are expected to be applicable to our financial position, operating results or financial statement disclosures.

 

Disagreements with Accountants

 

We did not have any disagreements with our accountants on any accounting matter or financial disclosure made during our fiscal year ended October 31, 2017.

 

Optical Cable Corporation (OCC)

 

Consolidated Balance Sheets

October 31, 2017 and 2016

 

		October 31,
		2017				2016
Assets
Current assets:
Cash		$	891,169			$	1,879,064
Trade accounts receivable, net of allowance for doubtful accounts of $87,446 in 2017 and $74,266 in 2016			8,940,540				8,916,245
Other receivables			72,098				70,828
Inventories			16,781,449				15,023,966
Prepaid expenses			418,122				431,780
Total current assets			27,103,378				26,321,883
Property and equipment, net			12,210,692				13,399,158
Intangible assets, net			624,264				575,010
Other assets, net			200,846				369,737
Total assets		$	40,139,180			$	40,665,788
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt		$	250,726			$	294,214
Accounts payable and accrued expenses			2,590,252				2,636,420
Accrued compensation and payroll taxes			1,340,749				1,179,872
Income taxes payable			15,150				15,603
Total current liabilities			4,196,877				4,126,109
Note payable to bank			5,700,000				5,000,000
Long-term debt, excluding current installments			6,419,607				6,651,780
Other noncurrent liabilities			133,174				122,910
Total liabilities			16,449,658				15,900,799
Shareholders’ equity:
Preferred stock, no par value, authorized 1,000,000 shares; none issued and outstanding			—				—
Common stock, no par value, authorized 50,000,000 shares; issued and outstanding 7,315,605 shares in 2017 and 7,081,159 shares in 2016			11,762,021				11,080,595
Retained earnings			11,927,501				13,684,394
Total shareholders’ equity			23,689,522				24,764,989
Commitments and contingencies
Total liabilities and shareholders’ equity		$	40,139,180			$	40,665,788

 

See accompanying notes to consolidated financial statements.

 

Optical Cable Corporation (OCC)

 

Consolidated Statements of Operations

Years ended October 31, 2017, 2016 and 2015

 

		Years Ended October 31,
		2017				2016				2015
Net sales		$	64,092,848			$	64,616,001			$	73,568,738
Cost of goods sold			43,294,921				44,890,865				51,772,851
Gross profit			20,797,927				19,725,136				21,795,887
Selling, general and administrative expenses			21,968,757				20,760,735				24,042,554
Royalty expense, net			120,478				164,463				124,271
Amortization of intangible assets			25,704				16,903				10,860
Loss from operations			(1,317,012	)			(1,216,965	)			(2,381,798	)
Other expense, net:
Interest expense			(523,035	)			(620,810	)			(439,921	)
Other, net			95,838				42,680				6,656
Other expense, net			(427,197	)			(578,130	)			(433,265	)
Loss before income taxes			(1,744,209	)			(1,795,095	)			(2,815,063	)
Income tax expense (benefit)			(5,438	)			5,899				1,482,382
Net loss		$	(1,738,771	)		$	(1,800,994	)		$	(4,297,445	)
Net loss attributable to noncontrolling interest			—				(22,172	)			(41,780	)
Net loss attributable to Optical Cable Corporation		$	(1,738,771	)		$	(1,778,822	)		$	(4,255,665	)
Net loss attributable to Optical Cable Corporation per share - basic and diluted		$	(0.27	)		$	(0.28	)		$	(0.69	)
Cash dividends declared per common share		$	0.00			$	0.00			$	0.08

 

See accompanying notes to consolidated financial statements.

 

Optical Cable Corporation (OCC)

 

Consolidated Statements of Shareholders' Equity

Years ended October 31, 2017, 2016 and 2015

 

														Total
														Shareholders’
		Common Stock								Retained				Equity Attributable				Noncontrolling				Total Shareholders’
		Shares				Amount				Earnings				to OCC				Interest				Equity
Balances at October 31, 2014			6,839,778			$	9,543,686			$	21,462,881			$	31,006,567			$	(700,277	)		$	30,306,290
Share-based compensation, net			300,406				818,807				—				818,807				—				818,807
Repurchase and retirement of common stock (at cost)			(80,636	)			—				(379,675	)			(379,675	)			—				(379,675	)
Common stock dividends declared, $0.08 per share			—				—				(559,946	)			(559,946	)			—				(559,946	)
Excess tax benefits from share-based compensation			—				519				—				519				—				519
Net loss			—				—				(4,255,665	)			(4,255,665	)			(41,780	)			(4,297,445	)
Balances at October 31, 2015			7,059,548				10,363,012				16,267,595				26,630,607				(742,057	)			25,888,550
Share-based compensation, net			35,836				717,583				—				717,583				—				717,583
Repurchase and retirement of common stock (at cost)			(14,225	)			—				(40,150	)			(40,150	)			—				(40,150	)
Purchase of noncontrolling interest in consolidated subsidiary			—				—				(764,229	)			(764,229	)			764,229				—
Net loss			—				—				(1,778,822	)			(1,778,822	)			(22,172	)			(1,800,994	)
Balances at October 31, 2016			7,081,159				11,080,595				13,684,394				24,764,989				—				24,764,989
Share-based compensation, net			240,147				681,426				—				681,426				—				681,426
Repurchase and retirement of common stock (at cost)			(5,701	)			—				(18,122	)			(18,122	)			—				(18,122	)
Net loss			—				—				(1,738,771	)			(1,738,771	)			—				(1,738,771	)
Balances at October 31, 2017			7,315,605			$	11,762,021			$	11,927,501			$	23,689,522			$	—			$	23,689,522

 

See accompanying notes to consolidated financial statements.

 

Optical Cable Corporation (OCC)

 

Consolidated Statements of Cash Flows

Years Ended October 31, 2017, 2016 and 2015

 

		Years ended October 31,
		2017				2016				2015
Cash flows from operating activities:
Net loss		$	(1,738,771	)		$	(1,800,994	)		$	(4,297,445	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion			1,675,519				2,054,977				2,076,486
Bad debt expense (recovery)			21,569				11,254				(16,889	)
Deferred income tax expense			—				—				2,228,124
Share-based compensation expense			787,100				800,520				1,078,563
Impact of excess tax benefits from share-based compensation			—				—				(519	)
(Gain) loss on sale of property and equipment			103,145				(15,171	)			12,059
(Increase) decrease in:
Trade accounts receivable			(45,864	)			261,999				4,903,740
Other receivables			(1,270	)			63,600				45,707
Income taxes refundable			—				360,324				(360,324	)
Inventories			(1,757,483	)			2,792,114				(297,961	)
Prepaid expenses			13,658				132,244				14,819
Other assets, net			—				—				16,341
Increase (decrease) in:
Accounts payable and accrued expenses			(78,129	)			(997,163	)			(1,698,165	)
Accrued compensation and payroll taxes			160,877				(42,856	)			(1,672,372	)
Income taxes payable			(453	)			(6,895	)			(675,034	)
Other noncurrent liabilities			173,031				(458,473	)			(154,782	)
Net cash provided by (used in) operating activities			(687,071	)			3,155,480				1,202,348
Cash flows from investing activities:
Purchase of and deposits for the purchase of property and equipment			(508,909	)			(635,153	)			(3,148,964	)
Investment in intangible assets			(74,958	)			(68,248	)			(95,829	)
Proceeds from sale of property and equipment			—				27,118				500
Net cash used in investing activities			(583,867	)			(676,283	)			(3,244,293	)
Cash flows from financing activities:
Payroll taxes remitted on share-based payments			(105,674	)			(82,937	)			(259,756	)
Proceeds from note payable to bank			1,550,000				6,000,000				4,000,000
Principal payments on long-term debt and note payable to bank			(1,125,661	)			(7,281,013	)			(770,012	)
Payments for financing costs			(17,500	)			(137,794	)			—
Repurchase of common stock			(18,122	)			(40,150	)			(379,675	)
Impact of excess tax benefits from share-based compensation			—				—				519
Common stock dividends paid			—				(141,311	)			(555,566	)
Net cash provided by (used in) financing activities			283,043				(1,683,205	)			2,035,510
Net increase (decrease) in cash			(987,895	)			795,992				(6,435	)
Cash at beginning of year			1,879,064				1,083,072				1,089,507
Cash at end of year		$	891,169			$	1,879,064			$	1,083,072
Supplemental disclosure of cash flow information:
Cash payments for interest		$	452,918			$	568,631			$	427,024
Income taxes paid (refunded), net		$	15,613			$	(352,564	)		$	434,206
Noncash investing and financing activities:
Capital expenditures accrued in accounts payable at year end		$	45,901			$	42,785			$	384,818
Common stock dividends declared and included in accounts payable and accrued expenses at year end		$	—			$	—			$	141,311

 

See accompanying notes to consolidated financial statements.

 

Optical Cable Corporation (OCC)

 

Notes to Consolidated Financial Statements

Years ended October 31, 2017, 2016 and 2015

 

(1)	Description of Business and Summary of Significant Accounting Policies

 

(a)

Description of Business

 

Optical Cable Corporation and its subsidiaries (collectively, the “Company” or “OCC^®”) is a leading manufacturer of a broad range of fiber optic and copper data communication cabling and connectivity solutions primarily for the enterprise market and various harsh environment and specialty markets (the non-carrier markets), offering integrated suites of high quality products which operate as a system solution or seamlessly integrate with other providers’ offerings. The Company’s product offerings include designs for uses ranging from enterprise network, datacenter, residential and campus installations to customized products for specialty applications and harsh environments, including military, industrial, mining, petrochemical and broadcast applications, and for the wireless carrier market.

 

Founded in 1983, OCC is headquartered in Roanoke, Virginia with offices, manufacturing and warehouse facilities located in Roanoke, Virginia; near Asheville, North Carolina; and near Dallas, Texas.

 

The Company’s cabling and connectivity products are used for high bandwidth transmission of data, video and audio communications. The Company’s product offering includes products well-suited for use in various other short- to moderate-distance applications as well. The Company’s products are sold worldwide. Also see note 10.

 

(b)

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of Optical Cable Corporation and its wholly owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

(c)

Cash and Cash Equivalents

 

All of the Company’s bank accounts are insured by the Federal Deposit Insurance Corporation (FDIC). As of October 31, 2017 and 2016, the Company had bank deposits in excess of the insured limit totaling $458,000 and $1.1 million, respectively.

 

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. As of October 31, 2017 and 2016, the Company had no cash equivalents.

 

(d)

Trade Accounts Receivable and Allowance for Doubtful Accounts

 

Trade accounts receivable are recorded at the invoiced amount and do not typically bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company reviews outstanding trade accounts receivable at the end of each quarter and records allowances for doubtful accounts as deemed appropriate for (i) certain individual customers and (ii) for all other trade accounts receivable in total. In determining the amount of allowance for doubtful accounts to be recorded for individual customers, the Company considers the age of the receivable, the financial stability of the customer, discussions that may have occurred with the customer and management’s judgment as to the overall collectibility of the receivable from that customer. In addition, the Company establishes an allowance for all other receivables for which no specific allowances are deemed necessary. This portion of the allowance for doubtful accounts is based on a percentage of total trade accounts receivable with different percentages used based on different age categories of receivables. The percentages used are based on the Company’s historical experience and management’s current judgment regarding the state of the economy and the industry. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Trade accounts receivable is also shown net of an allowance for sales returns. The allowance for sales returns is determined based on historical trends, identified returns and the potential for additional returns. The Company does not have any off-balance-sheet credit exposure related to its customers.

 

Optical Cable Corporation (OCC)

 

(e)

Inventories

 

Inventories are stated at the lower of cost or market, or net realizable value. The determination of cost includes raw materials, direct labor and manufacturing overhead. The cost of optical fibers, included in raw materials, is determined using specific identification for optical fibers. The cost of other raw materials and production supplies is generally determined using the first-in, first-out basis. The cost of work in process and finished goods inventories is determined either as average cost or standard cost, depending upon the product type. A standard cost system is used to estimate the actual costs of inventory for certain product types. Actual costs and production cost levels may vary from the standards established and such variances are charged to cost of goods sold or capitalized to inventory. Also see note 3.

 

(f)

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided for using both straight-line and declining balance methods over the estimated useful lives of the assets. Estimated useful lives are thirty to thirty-nine years for buildings and three to seven years for building improvements, machinery and equipment and furniture and fixtures. Also see note 4.

 

(g)

Patents and Trademarks

 

The Company records legal fees associated with patent and trademark applications as intangible assets. Such intangible assets are not amortized until such time that the patent and/or trademark is granted. The Company estimates the useful life of patents and trademarks based on the period over which the intangible asset is expected to contribute directly or indirectly to future cash flows. If patents and/or trademarks are not granted, the capitalized legal fees are expensed during the period in which such notification is received. If the Company decides to abandon a patent or trademark application, the capitalized legal fees are expensed during the period in which the Company’s decision is made.

 

(h)

Revenue Recognition

 

The Company recognizes revenue when products are shipped or delivered to the customer and the customer takes ownership and assumes risk of loss (based on shipping terms), collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and sales price is fixed or determinable. Customers generally do not have the right of return unless a product is defective or damaged and is within the parameters of the product warranty in effect for the sale.

 

The Company recognizes royalty income (if any), net of related expenses, on an accrual basis and estimates royalty income earned based on historical experience.

 

Optical Cable Corporation (OCC)

 

(i)

Shipping and Handling Costs

 

Shipping and handling costs include the costs incurred to physically move finished goods from the Company’s warehouse to the customers’ designated location. All amounts billed to a customer in a sales transaction related to shipping and handling are classified as sales revenue. Shipping and handling costs of approximately $1.9 million, $1.8 million and $2.0 million are included in selling, general and administrative expenses for the fiscal years ended October 31, 2017, 2016 and 2015, respectively.

 

(j)

Research and Development

 

Research and development costs are expensed as incurred. Research and development costs totaled approximately $1.3 million for each of the fiscal years ended October 31, 2017, 2016 and 2015, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations.

 

(k)

Advertising

 

Advertising costs are expensed as incurred. Advertising costs totaled approximately $313,000, $237,000 and $451,000 for the fiscal years ended October 31, 2017, 2016 and 2015, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations.

 

(l)

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense. Also see note 12.

 

(m)

Long-Lived Assets

 

Long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. When applicable, assets to be disposed of are reported separately in the consolidated balance sheet at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.

 

Optical Cable Corporation (OCC)

 

(n)

Stock Incentive Plans and Other Share-Based Compensation

 

The Company recognizes the cost of employee services received in exchange for awards of equity instruments based upon the grant-date fair value of those awards. Also see note 9.

 

(o)

Net Income (Loss) Per Share

 

Basic net income (loss) per share excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. In the case of basic net income per share, the calculation includes common shares outstanding issued as share-based compensation and still subject to vesting requirements. In the case of basic net loss per share, the calculation excludes common shares outstanding issued as share-based compensation and still subject to vesting requirements, as these shares are considered dilutive.

 

Diluted net income (loss) per share also is calculated by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period, and reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income (loss) of the Company. The diluted net income (loss) per share calculation includes all common shares outstanding issued as share-based compensation and still subject to vesting requirements in the calculation of diluted net income, but not in the calculation of diluted net loss. Also see note 14.

 

(p)

Commitments and Contingencies

 

Liabilities for loss contingencies arising from product warranties and defects, claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

(q)

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Optical Cable Corporation (OCC)

 

(2)	Allowance for Doubtful Accounts for Trade Accounts Receivable

 

A summary of changes in the allowance for doubtful accounts for trade accounts receivable for the years ended October 31, 2017, 2016 and 2015 follows:

 

		Years ended October 31,
		2017				2016				2015
Balance at beginning of year		$	74,266			$	63,011			$	92,988
Bad debt expense (recovery)			21,569				11,255				(16,889	)
Losses charged to allowance			(8,389	)			—				(13,088	)
Balance at end of year		$	87,446			$	74,266			$	63,011

 

 

(3)	Inventories

 

Inventories as of October 31, 2017 and 2016 consist of the following:

 

		October 31,
		2017				2016
Finished goods		$	5,869,269			$	4,657,779
Work in process			2,507,434				2,591,885
Raw materials			8,108,433				7,515,717
Production supplies			296,313				258,585
Total		$	16,781,449			$	15,023,966

 

 

(4)	Property and Equipment, Net

 

Property and equipment, net as of October 31, 2017 and 2016 consists of the following:

 

		October 31,
		2017				2016
Land and land improvements		$	3,148,834			$	3,144,068
Building and improvements			8,165,637				8,140,933
Machinery and equipment			25,817,318				25,769,804
Furniture and fixtures			894,237				903,067
Construction in progress			1,727,591				1,588,815
Total property and equipment, at cost			39,753,617				39,546,687
Less accumulated amortization and depreciation			(27,542,925	)			(26,147,529	)
Property and equipment, net		$	12,210,692			$	13,399,158

 

 

(5)	Intangible Assets

 

Aggregate amortization expense for amortizing intangible assets was $25,704, $16,903 and $10,860 for the years ended October 31, 2017, 2016 and 2015, respectively. Amortization of intangible assets is calculated using a straight-line method over the estimated useful lives of the intangible assets. Amortization expense is estimated to be $26,000 for each of the next five years. The gross carrying amounts and accumulated amortization of intangible assets subject to amortization as of October 31, 2017 was $487,289 and $62,027, respectively.

 

Optical Cable Corporation (OCC)

 

(6)	Product Warranties

 

The Company generally warrants its products against certain manufacturing and other defects in material and workmanship. These product warranties are provided for specific periods of time and are applicable assuming the product has not been subjected to misuse, improper installation, negligent handling or shipping damage. As of October 31, 2017 and 2016, the Company’s accrual for estimated product warranty claims totaled $180,000 and $70,000, respectively, and is included in accounts payable and accrued expenses. Warranty claims expense includes the costs to investigate claims and potential claims, and the costs to replace and/or repair product pursuant to claims, which can include claims not deemed valid by the Company. The accrued product warranty costs are based primarily on historical experience of actual warranty claims and costs as well as current information with respect to potential warranty claims and costs. Warranty claims expense for the years ended October 31, 2017, 2016 and 2015 totaled $281,523, $70,691 and $234,784, respectively.

 

The following table summarizes the changes in the Company’s accrual for product warranties during the fiscal years ended October 31, 2017 and 2016:

 

		Years ended October 31,
		2017				2016
Balance at beginning of year		$	70,000			$	130,000
Liabilities accrued for warranties issued during the year			238,093				124,018
Warranty claims paid during the period			(171,523	)			(130,691	)
Changes in liability for pre-existing warranties during the year			43,430				(53,327	)
Balance at end of year		$	180,000			$	70,000

 

 

(7)	Long-term Debt and Note Payable to Bank

 

The Company has credit facilities consisting of a real estate term loan, as amended and restated (the “Virginia Real Estate Loan”), a supplemental real estate term loan, as amended and restated (the “North Carolina Real Estate Loan”) and a revolving credit note.

 

On December 21, 2016, the Company entered into a Loan Modification Agreement (the “Agreement”) with Pinnacle Financial Partners, as successor to Bank of North Carolina, (“Pinnacle”) to modify the Credit Agreement dated April 26, 2016 entered into between the Company and Pinnacle, the Revolving Credit Note dated April 26, 2016 payable by the Company to Pinnacle and the term loans dated April 26, 2016 payable by the Company to Pinnacle.

 

The Agreement with Pinnacle lowered the interest rate of the Virginia Real Estate Loan and the North Carolina Real Estate Loan to a fixed rate of 3.75% effective January 1, 2017 and resulted in lower monthly installment payments.

 

On April 27, 2017, the Company entered into a Third Loan Modification Agreement with Pinnacle to modify the Credit Agreement dated April 26, 2016 entered into between the Company and Pinnacle and the term loans dated April 26, 2016.

 

The Third Loan Modification Agreement revised the interest rates of the term loans and the applicable repayment installments and extended the maturity date. The fixed interest rate of each of the two term loans was revised to 3.95% from 3.75%, and the maturity date of the term loans was extended to May 1, 2024. All other terms of the term loans remain unaltered and remain in full force and effect.

 

Optical Cable Corporation (OCC)

 

The real estate loans continue to be secured by a first priority lien on all of the Company’s personal property and assets, all money, goods, machinery, equipment, fixtures, inventory, accounts, chattel paper, letter of credit rights, deposit accounts, commercial tort claims, documents, instruments, investment property and general intangibles now owned or hereafter acquired by the Company and wherever located, as well as a first lien deed of trust on the Company’s real property.

 

Long-term debt as of October 31, 2017 and 2016 consists of the following:

 

		October 31,
		2017				2016
Virginia Real Estate Loan ($6.5 million original principal) payable in monthly installments of $31,812, including interest (at 3.95%), with final payment of $3,644,211 due May 1, 2024		$	4,960,738			$	5,165,785
North Carolina Real Estate Loan ($2.24 million original principal) payable in monthly installments of $10,963, including interest (at 3.95%), with final payment of $1,255,850 due May 1, 2024			1,709,595				1,780,209
Total long-term debt			6,670,333				6,945,994
Less current installments			250,726				294,214
Long-term debt, excluding current installments		$	6,419,607			$	6,651,780

 

The Revolving Credit Note (“Revolver”) with Pinnacle provides the Company with a $7.0 million revolving line of credit (“Revolving Loan”) for the working capital needs of the Company. Under the Agreement and Revolver, Pinnacle provides the Company with one or more revolving loans in a collective maximum principal amount of $7.0 million. The Company may borrow, repay, and reborrow at any time or from time to time while the Revolving Loan is in effect.

 

The Agreement with Pinnacle resulted in the lowering of the applicable margin in the Revolving Credit Note and established a floor on the interest rate for the Revolving Credit Note such that the rate will never be less than 2.50% per annum. The Revolving Loan accrues interest at LIBOR plus 2.50% (resulting in a 3.73% rate at October 31, 2017). The Revolving Loan is payable in monthly payments of interest only with principal and any outstanding interest due and payable at maturity.

 

On February 28, 2017, the Company entered into a Second Loan Modification Agreement (the “Modification Agreement”) extending the maturity date of the Revolver to March 31, 2019, and removing certain previously existing provisions of the Revolving Loan that required reductions in availability originally contemplated to occur on February 28, 2017 and 2018. As a result, the collective maximum principal amount of the Revolving Loan will remain at $7.0 million. All other terms of the Revolving Loan remain unaltered and remain in full force and effect. Within the revolving loan limit of the Revolving Loan and the Modification Agreement, the Company may borrow, repay, and reborrow, at any time or from time to time until March 31, 2019.

 

The Revolving Loan continues to be secured by a perfected first lien security interest on all assets, including but not limited to, accounts, as-extracted collateral, chattel paper, commodity accounts, commodity contracts, deposit accounts, documents, equipment, fixtures, furniture, general intangibles, goods, instruments, inventory, investment property, letter of credit rights, payment intangibles, promissory notes, software and general tangible and intangible assets owned now or later acquired. The Revolving Loan is also cross-collateralized with the Company’s real property.

 

As of October 31, 2017, the Company had $5.7 million of outstanding borrowings on its Revolving Loan and $1.3 million in available credit. As of October 31, 2016 the Company had $5.0 million of outstanding borrowings on its Commercial Loan (predecessor to the Revolving Loan with Pinnacle) and $2.0 million in available credit.

 

Optical Cable Corporation (OCC)

 

The aggregate maturities of long-term debt for each of the five years subsequent to October 31, 2017 are: $250,726 in fiscal year 2018, $5,960,953 in fiscal year 2019, $271,598 in fiscal year 2020, $282,678 in fiscal year 2021 and $294,208 in fiscal year 2022.

 

(8)

Leases

 

The Company has an operating lease agreement for approximately 34,000 square feet of office, manufacturing and warehouse space in Plano, Texas (near Dallas). The lease term runs through November 30, 2019. The minimum rent payments, including rent holidays, are recognized on a straight-line basis over the term of the lease.

 

Centric Solutions entered into an operating lease agreement in August 2008 for approximately 23,000 square feet of office and manufacturing space in Coppell, Texas, with a term of approximately seven years. On November 30, 2015 Centric Solutions’ operating lease expired and was not renewed.

 

The Company entered into an operating lease agreement in April 2015 for approximately 36,000 square feet of warehouse space in Roanoke, Virginia. The lease term is for twelve months and terminated on April 30, 2016, but the Company exercised the first and second of its four (4) one year options to renew the lease and anticipates it will exercise the remaining two (2) one year options. The rent payments are recognized on a straight-line basis over the extended term of the lease.

 

The Company’s future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of October 31, 2017 consist of the following:

 

Fiscal year		Operating Lease
2018			318,629
2019			327,106
2020			72,041
Total		$	717,776

 

Total rent expense associated with the operating leases for the fiscal years ended October 31, 2017, 2016 and 2015 was $403,178, $391,116 and $479,937, respectively.

 

(9)	Employee Benefits

 

Health Insurance Coverage

 

The Company contracts for health insurance coverage for employees and their dependents through third-party administrators. During the years ended October 31, 2017, 2016 and 2015, total expense of $3,360,633, $3,042,441 and $3,665,320, respectively, was incurred under the Company’s insured health care program.

 

401(k) Plan

 

The Company maintains a 401(k) retirement savings plan for the benefit of its eligible employees. Substantially all of the Company’s employees who meet certain service and age requirements are eligible to participate in the plan. The Company’s plan document provides that the Company’s matching contributions are discretionary. The Company made or accrued matching contributions to the plan of $52,524, $29,396 and $145,181 for the years ended October 31, 2017, 2016 and 2015, respectively.

 

Optical Cable Corporation (OCC)

 

Stock Incentives for Key Employees and Non-Employee Directors

 

Optical Cable Corporation uses stock incentives to increase the personal financial interest that key employees and non-employee Directors have in the future success of the Company, thereby aligning their interests with those of other shareholders and strengthening their desire to remain with the Company.

 

In March 2017, the Company’s shareholders approved the Optical Cable Corporation 2017 Stock Incentive Plan (the “2017 Plan”) that was recommended for approval by the Company’s Board of Directors. The 2017 Plan reserves 500,000 new common shares of the Company for issuance under the 2017 Plan and succeeds and replaces the Optical Cable Corporation Second Amended and Restated 2011 Stock Incentive Plan (the “2011 Plan”). As of October 31, 2017, there were approximately 584,000 remaining shares available for grant under the 2017 Plan.

 

Share-based compensation expense for employees, a consultant and non-employee members of the Company’s Board of Directors recognized in the consolidated statements of operations for the years ended October 31, 2017, 2016 and 2015 was $787,100, $800,520 and $1,078,563, respectively.

 

Restricted and Other Stock Awards

 

The Company has granted, and anticipates granting, from time to time, restricted stock awards to employees, subject to approval by the Compensation Committee of the Board of Directors. The restricted stock awards granted under the 2017 Plan vest over time if certain operational performance-based criteria are met. Failure to meet the criteria required for vesting will result in a portion or all of the shares being forfeited.

 

The Company recognizes expense on service-based shares each quarter based on the actual number of shares vested during the quarter multiplied by the closing price of the Company’s shares of common stock on the date of grant. The Company recognizes expense on operational performance-based shares each quarter using an estimate of the shares expected to vest multiplied by the closing price of the Company’s shares of common stock on the date of grant.

 

The Company recorded compensation expense related to its restricted stock awards granted to employees and a consultant totaling $734,016, $599,450 and $948,190 during the fiscal years ended October 31, 2017, 2016 and 2015, respectively.

 

A summary of the status of the Company’s nonvested shares granted to employees under the 2017 Plan as of October 31, 2017, and changes during the year ended October 31, 2017, is as follows:

 

Nonvested shares		Shares				Weighted- average grant date fair value
Balance at October 31, 2016			667,048			$	3.89
Granted			391,211				3.41
Vested			(108,467	)			3.85
Forfeited			(112,834	)			3.63
Balance at October 31, 2017			836,958			$	3.66

 

As of October 31, 2017, the estimated amount of compensation cost related to nonvested equity-based compensation awards in the form of service-based and operational performance-based shares that the Company will recognize over a 2.9 year weighted-average period is approximately $2.3 million.

 

Optical Cable Corporation (OCC)

 

During the fiscal year ended October 31, 2017, stock awards to non-employee Directors under the 2017 Plan totaling 31,380 shares were approved by the Board of Directors of the Company. During the fiscal years ended October 31, 2016 and 2015, stock awards to non-employee Directors under the 2011 Plan totaling 86,296 shares and 33,515 shares, respectively, were approved by the Board of Directors of the Company. The shares are part of the non-employee Directors’ annual compensation for service on the Board of Directors. The shares granted under the 2017 Plan are subject to a one-year vesting period. The shares granted under the 2011 Plan vested immediately upon grant, but could not be sold, transferred, pledged, or otherwise encumbered or disposed of until six months after the date of the grant. The Company recorded compensation expense equal to the number of shares multiplied by the closing price of the Company’s shares of common stock on the date of grant. The Company recorded compensation expense totaling $53,084, $201,070 and $130,373 during the years ended October 31, 2017, 2016 and 2015, respectively.

 

(10)	Business and Credit Concentrations, Major Customers and Geographic Information

 

The Company provides credit, in the normal course of business, to various commercial enterprises, governmental entities and not-for-profit organizations. Concentration of credit risk with respect to trade receivables is limited due to the Company’s large number of customers. The Company also manages exposure to credit risk through credit approvals, credit limits and monitoring procedures. Management believes that credit risks as of October 31, 2017 and 2016 have been adequately provided for in the consolidated financial statements.

 

For the year ended October 31, 2017, 16.4%, or approximately $10.5 million of consolidated net sales were attributable to one customer. No other customer accounted for more than 10% of consolidated net sales for the year ended October 31, 2017. As of October 31, 2017, the same customer had an outstanding balance payable to the Company totaling 8.9% of total consolidated shareholders’ equity. No other customer had an outstanding balance payable to the Company in excess of 5% of total consolidated shareholders’ equity.

 

For the year ended October 31, 2016, 15.1%, or approximately $9.7 million of consolidated net sales were attributable to one customer. No other customer accounted for more than 10% of consolidated net sales for the year ended October 31, 2016. As of October 31, 2016, the same customer had an outstanding balance payable to the Company totaling 8.6% of total consolidated shareholders’ equity. No other customer had an outstanding balance payable to the Company in excess of 5% of total consolidated shareholders’ equity.

 

For the year ended October 31, 2015, 13.6% and 10.8%, or approximately $10.0 million and $8.0 million, of consolidated net sales were attributable to two customers. No other customer accounted for more than 10% of consolidated net sales for the year ended October 31, 2015. As of October 31, 2015, no single customer had an outstanding balance payable to the Company in excess of 5% of total consolidated shareholders’ equity.

 

For the years ended October 31, 2017, 2016 and 2015, approximately 80%, 80% and 78%, respectively, of net sales were from customers in the United States, while approximately 20%, 20% and 22%, respectively, were from customers outside of the United States.

 

Optical Cable Corporation (OCC)

 

Net sales attributable to the United States and all other countries in total for the years ended October 31, 2017, 2016 and 2015 were as follows:

 

		Years ended October 31,
		2017				2016				2015
United States		$	51,558,474			$	51,379,528			$	57,402,020
Outside the United States			12,534,374				13,236,473				16,166,718
Total net sales		$	64,092,848			$	64,616,001			$	73,568,738

 

No individual country outside of the United States accounted for more than 10% of total net sales in fiscal years 2017, 2016 or 2015.

 

The Company has a single reportable segment for purposes of segment reporting.

 

(11)	Non-controlling Interest

 

On August 1, 2008, OCC acquired 70% of the authorized membership interests of Centric Solutions LLC (“Centric Solutions”), a limited liability company focused on sales of turnkey cabling and connectivity solutions for the datacenter market. OCC consolidated Centric Solutions for financial reporting purposes and a non-controlling interest was recorded for the other members’ interests in the net assets and operations of Centric Solutions to the extent of the non-controlling members’ investment.

 

Effective February 1, 2016, OCC purchased, for a nominal amount, the membership interest in Centric Solutions of one of the non-controlling members, and Centric Solutions purchased, for a nominal amount, and retired the membership units of the remaining non-controlling member. As a result, Centric Solutions became a wholly owned subsidiary of OCC. OCC continues to consolidate Centric Solutions for financial reporting purposes, however, beginning February 1, 2016, the Company no longer records a non-controlling interest in its consolidated financial statements.

 

(12)	Income Taxes

 

Income tax expense (benefit) for the years ended October 31, 2017, 2016 and 2015 consists of:

 

Fiscal year ended October 31, 2017		Current				Deferred				Total
U.S. Federal		$	—			$	—			$	—
State			(5,438	)			—				(5,438	)
Totals		$	(5,438	)		$	—			$	(5,438	)

 

Fiscal year ended October 31, 2016		Current				Deferred				Total
U.S. Federal		$	35,118			$	—			$	35,118
State			(29,219	)			—				(29,219	)
Totals		$	5,899			$	—			$	5,899

 

Fiscal year ended October 31, 2015		Current				Deferred				Total
U.S. Federal		$	(624,825	)		$	2,098,615			$	1,473,790
State			(120,917	)			129,509				8,592
Totals		$	(745,742	)		$	2,228,124			$	1,482,382

 

Optical Cable Corporation (OCC)

 

Reported income tax expense for the years ended October 31, 2017, 2016 and 2015 differs from the “expected” tax expense (benefit), computed by applying the U.S. Federal statutory income tax rate of 34% to income before income taxes as follows:

 

		Years ended October 31,
		2017				2016				2015
“Expected” tax benefit		$	(593,031	)		$	(610,332	)		$	(957,121	)
Increase (reduction) in income tax benefit resulting from:
State income taxes, net of federal benefit			(29,422	)			(79,386	)			(78,880	)
Loss of permanent deductions due to NOL carryback			—				—				35,636
Other differences, net			54,686				50,627				67,491
Change in valulation allowance			562,329				644,990				2,415,256
Reported income tax expense (benefit)		$	(5,438	)		$	5,899			$	1,482,382

 

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities as of October 31, 2017 and 2016 are presented below:

 

		October 31,
		2017				2016
Deferred tax assets:
Accounts receivable, due to allowances for doubtful accounts and sales returns		$	71,085			$	87,472
Inventories, due to allowance for damaged and slow-moving inventories and additional costs inventoried for tax purposes pursuant to the Tax Reform Act of 1986			1,088,631				999,468
Liabilities recorded for accrued expenses, deductible for tax purposes when paid			114,713				67,758
Share-based compensation expense			265,027				134,653
Investment in Centric Solutions			—				6,984
Net operating loss carryforwards			2,099,195				1,958,734
Other			118,119				110,773
Total gross deferred tax assets			3,756,770				3,365,842
Valuation allowance			(3,622,575	)			(3,060,246	)
Net deferred tax assets			134,195				305,596
Deferred tax liabilities:
Plant and equipment, due to differences in depreciation and capital gain recognition			(130,626	)			(301,590	)
Other receivables, due to accrual for financial reporting purposes			(3,569	)			(4,006	)
Total gross deferred tax liabilities			(134,195	)			(305,596	)
Net deferred tax asset		$	—			$	—

 

As a result of the acquisition of AOS, the Company recorded certain deferred tax assets totaling $1,517,605 (after purchase accounting adjustments), related to gross net operating loss (“NOL”) carryforwards of $4,455,525, estimated to be available after considering Internal Revenue Code Section 382 limitations. As of October 31, 2017, $1,680,000 of these gross NOL carryforwards remain unused and may be used to reduce future taxable income. These remaining gross NOL carryforwards begin to expire in fiscal year ending October 31, 2028.

 

Optical Cable Corporation (OCC)

 

Additionally, the Company has federal and state gross NOL carryforwards of $4,203,483 and $1,462,204, respectively; all of which originated beginning with fiscal year 2015, and will not begin to expire until fiscal year 2030.

 

For the years ended October 31, 2017 and 2016, the Company considered all positive and negative evidence available to assess whether it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. For each year, the Company concluded that in accordance with the provisions of Accounting Standards Codification 740, Income Taxes, the negative evidence outweighed the objectively verifiable positive evidence. As a result, the Company established a valuation allowance of $3,622,575 and $3,060,246, respectively, against net deferred tax assets existing as of October 31, 2017 and 2016.

 

The Company estimates a liability for uncertain tax positions taken or expected to be taken in a tax return. The liability for uncertain tax positions is included in other noncurrent liabilities on the accompanying consolidated balance sheets.  

 

A reconciliation of the unrecognized tax benefits for fiscal years 2017 and 2016 follows:

 

		October 31,
		2017				2016
Unrecognized tax benefits balance at beginning of year		$	78,322			$	79,322
Gross decreases for tax positions of prior years			(12,773	)			(1,000	)
Unrecognized tax benefits balance at end of year		$	65,549			$	78,322

 

During fiscal year 2017, the Company reduced accrued interest and penalties by $4,633 and $3,194, respectively, related to unrecognized tax benefits. During fiscal year 2016, the Company accrued interest of $6,284 and reduced accrued penalties by $250, respectively, related to unrecognized tax benefits. As of October 31, 2017 and 2016, the Company had approximately $36,761 and $44,587, respectively, of accrued interest and penalties related to uncertain tax positions. The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized is $36,336 and $43,191 as of October 31, 2017 and 2016, respectively. The Company does not expect its unrecognized tax benefits to change significantly in the next 12 months.

 

The Company files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. The statute of limitations remains open for U.S. and certain state income tax examinations for years ended October 31, 2014 through October 31, 2016.

 

(13)	Fair Value Measurements

 

The carrying amounts reported in the consolidated balance sheets for cash, trade accounts receivable, other receivables, and accounts payable and accrued expenses, including accrued compensation and payroll taxes approximate fair value because of the short maturity of these instruments. The carrying values of the Company’s note payable to bank and long-term debt approximate fair value based on similar long-term debt issues available to the Company as of October 31, 2017 and 2016. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

Optical Cable Corporation (OCC)

 

The Company uses a fair value hierarchy that prioritizes the inputs for valuation methods used to measure fair value. The three levels of the fair value hierarchy are as follows:

 

●

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

●

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

●

Level 3 inputs are unobservable inputs for the asset or liability.

 

The Company utilizes the best available information in measuring fair value.

 

(14)	Net Loss Per Share

 

The following is a reconciliation of the numerators and denominators of the net loss per share computations for the periods presented:

 

		Years ended October 31,
		2017				2016				2015
Net loss attributable to OCC (numerator)		$	(1,738,771	)		$	(1,778,822	)		$	(4,255,665	)
Shares (denominator)			6,546,862				6,443,162				6,201,478
Basic and diluted net loss per share		$	(0.27	)		$	(0.28	)		$	(0.69	)

 

Nonvested shares as of October 31, 2017 and October 31, 2016 totaling 743,865 and 646,887, respectively, were not included in the computation of basic and diluted net loss per share for the years ended October 31, 2017 and October 31, 2016 (because to include such shares would have been antidilutive, or in other words, to do so would have reduced the net loss per share for that period).

 

(15)	Shareholders’ Equity

 

Share Repurchases

 

The Company, through plans approved by its Board of Directors and other programs, has repurchased and retired certain of its outstanding common stock. The following is a summary of the Company’s repurchase of shares and the costs associated with the repurchases, including brokerage and legal fees, for the periods presented.

 

Fiscal years ended October 31,		Shares repurchased				Cost
2017			5,701			$	18,122
2016			14,225				40,150
2015			80,636				379,675

 

After the Company’s purchase and retirement of the shares of its common stock as set forth in the table above, the Company had 7,315,605 shares of its common stock issued and outstanding at October 31, 2017.

 

The Company has a plan (the “Repurchase Plan”), approved by its Board of Directors on July 14, 2015, to purchase and retire up to 400,000 shares of the Company’s common stock, or approximately 6.0% of the shares then outstanding. The Company anticipates that the purchases will be made over a 24- to 36-month period, but there is no definite time period for repurchase. As of October 31, 2017, the Company had 398,400 shares of its outstanding common stock remaining to purchase under the Repurchase Plan.

 

Optical Cable Corporation (OCC)

 

The Company has repurchased outstanding common stock outside of the Repurchase Plan directly from certain shareholders and through an odd lot repurchase offer. During fiscal year 2017, OCC repurchased and retired a total of 5,701 shares for $18,122, outside of the Repurchase Plan.

 

Stockholder Protection Rights Agreement

 

On October 28, 2011, the Board of Directors of the Company adopted a Stockholder Protection Rights Agreement (the “Rights Agreement”) and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Common Stock, no par value, of the Company (“Common Shares”), held of record at the close of business on November 2, 2011, or issued thereafter and prior to the Separation Time as defined in the Rights Agreement. Under the terms of the Rights Agreement, if a person or group who is deemed an Acquiring Person as defined in the Rights Agreement acquires 15% (or other applicable percentage, as provided in the Rights Agreement) or more of the outstanding common stock, each Right will entitle its holder (other than such person or members of such group) to purchase, at the Right’s then current exercise price, a number of shares of common stock having a market value of twice such price. In addition, if the Company is acquired in a merger or other business transaction after a person or group who is deemed an Acquiring Person has acquired such percentage of the outstanding common stock, each Right will entitle its holder (other than such person or members of such group) to purchase, at the Right’s then current exercise price, a number of the acquiring company’s common shares having a market value of twice such price.

 

Upon the occurrence of certain events, each Right will entitle its holder to purchase from the Company one one-thousandth of a Series A Participating Preferred Share (“Preferred Share”), no par value, at an exercise price of $25, subject to adjustment. Each Preferred Share will entitle its holder to 1,000 votes and will have an aggregate dividend rate of 1,000 times the amount, if any, paid to holders of common stock. The Rights will expire on November 2, 2021, unless the Rights are earlier redeemed or exchanged by the Company for $0.0001 per Right. The adoption of the Rights Agreement has no impact on the financial position or results of operations of the Company.

 

The Company has reserved 100,000 shares of its authorized preferred stock for issuance upon exercise of the Rights.

 

Dividends     

 

The Company initiated a quarterly cash dividend of $0.01 per share on its common stock in October 2010. In January 2012, the quarterly cash dividend was increased to $0.015 per share and in December 2012, the quarterly cash dividend was increased to $0.02 per share. In January 2016, the quarterly cash dividend was suspended.

 

(16)	Contingencies

 

On May 31, 2016, G. Thomas Hazelton, Jr. was terminated by Applied Optical Systems, Inc., a wholly owned subsidiary of OCC (“AOS”) for Cause as defined both in his employment agreement dated October 31, 2009 (the “Employment Agreement”) and also in the Stock Purchase Agreement dated October 31, 2009 (“SPA”) by and among OCC, as buyer, and G. Thomas Hazelton, Jr. (“Hazelton”) and Daniel Roehrs (“Roehrs”), as sellers.

 

OCC acquired AOS from Hazelton and Roehrs pursuant to the terms of the SPA. In addition to its claims under the Employment Agreement, OCC also has asserted claims of indemnification against Hazelton under the SPA related to alleged unlawful actions by Hazelton and Roehrs. 

 

Optical Cable Corporation (OCC)

 

As a result, OCC had not paid Hazelton any severance compensation and did not pay Hazelton any of the minimum earn out amount (a maximum amount of $470,665 payable on January 31, 2017 under the terms of the SPA) that otherwise would have been owed to Hazelton, but for Hazelton’s termination for Cause and OCC’s indemnification claims under the SPA. The Company began accruing this minimum earn out amount immediately following the acquisition in October 2009.

 

As a result of this dispute, OCC and AOS filed suit against Hazelton on September 9, 2016 in state court in Roanoke City, Virginia.  Hazelton filed suit against OCC and AOS on September 7, 2016 in state court in Collin County, Texas (collectively the “Hazelton Litigation”).

 

In May 2017, a settlement agreement was reached in the Hazelton Litigation, with the Company’s obligations being less than the amount previously accrued for the minimum earn out amount under the SPA. As a result, the lawsuits filed in the Commonwealth of Virginia and the state of Texas in fiscal year 2016 were dismissed with prejudice.

 

Additionally, OCC, AOS, and Centric Solutions LLC, a wholly owned subsidiary of OCC (“Centric Solutions”) filed suit against Roehrs, William DiBella (“DiBella”) (a former employee of Centric Solutions), and Rosenberger CDS, LLC and Rosenberger North America (together, “Rosenberger”) on September 20, 2016 in state court in Roanoke County, Virginia, in connection with related alleged unlawful actions by Roehrs, DiBella and Rosenberger. On February 10, 2017, the judge in state court in Roanoke County, Virginia ruled that the Virginia court lacked personal jurisdiction over Rosenberger and dismissed the claims against Rosenberger without prejudice.

 

In May 2017, the Company reached a settlement with DiBella, with no monetary impact for the Company. As a result, the Company’s claims against DiBella were dismissed with prejudice in the lawsuit filed in the Commonwealth of Virginia.

 

The Company’s claims against Roehrs are still pending.

 

From time to time, the Company is involved in other various claims, legal actions and regulatory reviews arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

 

(17)	New Accounting Standards Not Yet Adopted

 

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model that expands disclosure requirements and requires an entity to recognize revenue when promised goods or services are transferred to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”) which defers the effective date of the new revenue recognition standard by one year. Under ASU 2015-14, the new revenue recognition standard is effective for the Company beginning in fiscal year 2019. The FASB has also issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20 all of which clarify certain implementation guidance within ASU 2014-09. The Company is currently evaluating the potential impact of the adoption of this guidance, but does not anticipate that the adoption will significantly change the timing or amount of revenue recognized. Therefore, the Company believes the adoption will be limited to expanded disclosures with no material impact on its results of operations, financial position and liquidity.

 

Optical Cable Corporation (OCC)

 

In July 2015, the FASB issued Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 changes the inventory valuation method from lower of cost or market to lower of cost and net realizable value for inventory valued using first-in, first-out or average cost. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and should be applied prospectively with early adoption permitted. The adoption of ASU 2015-11 is not expected to have any impact on the Company’s results of operations, financial position or liquidity or its related financial statement disclosures.

 

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires the recognition of a separate lease liability representing the required lease payments over the lease term and a separate lease asset representing the right to use the underlying asset during the same lease term. Additionally, this ASU provides clarification regarding the identification of certain components of contracts that would represent a lease as well as requires additional disclosures to the notes to the financial statements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. The Company’s most significant leasing activity under long-term leases is the leasing of certain facilities. Total commitments under leases with expected duration of more than 12 months at October 31, 2017 were $717,776. The Company is in the process of compiling an inventory of all leases that fall under the requirements of ASU 2016-02, but does not expect the new guidance to have a material impact on its results of operations, financial position and liquidity and its related financial statement disclosures.

 

In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The adoption of ASU 2016-09 is not expected to have a material impact on the Company’s results of operations, financial position or liquidity or its related financial statement disclosures.

 

In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15   provides guidance related to the classification of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company's results of operations, financial position or liquidity or its related financial statement disclosures.

 

In October 2016, the FASB issued Accounting Standards Update 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset (with the exception of inventory) when the transfer occurs.  Under current GAAP, entities are prohibited from recognizing current and deferred income taxes for an intra-entity transfer until the asset is sold to a third party.  Examples of assets that would be affected by the new guidance are intellectual property and property, plant and equipment.  ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The Company generally does not transfer significant assets between entities and, as such, the adoption of ASU 2016-16 is not expected to have a material impact on the Company's results of operations, financial position or liquidity or its related financial statement disclosures.

 

Optical Cable Corporation (OCC)

 

There are no other new accounting standards issued, but not yet adopted by the Company, which are expected to materially impact the Company’s financial position, operating results or financial statement disclosures.

 

(18)	Quarterly Results of Operations (Unaudited)

 

The following is a summary of the unaudited quarterly results of operations for the years ended October 31, 2017 and 2016:

 

		Quarter ended
Fiscal year ended October 31, 2017		January 31				April 30				July 31				October 31
Net sales		$	14,606,252			$	15,847,473			$	16,432,243			$	17,206,880
Gross profit			4,810,399				5,663,039				5,305,787				5,018,702
Selling, general & administrative expenses			5,192,648				5,898,502				5,426,018				5,451,589
Loss before income taxes			(636,367	)			(231,270	)			(281,065	)			(595,507	)
Net loss attributable to
Optical Cable Corporation			(615,767	)			(239,082	)			(295,160	)			(588,762	)
Basic and diluted net loss per share attributable to Optical Cable Corporation		$	(0.09	)		$	(0.04	)		$	(0.05	)		$	(0.09	)

 

		Quarter ended
Fiscal year ended October 31, 2016		January 31				April 30				July 31				October 31
Net sales		$	14,047,890			$	16,340,153			$	16,915,135			$	17,312,823
Gross profit			3,502,431				4,551,295				5,461,691				6,209,719
Selling, general & administrative expenses			5,087,481				5,351,577				5,074,839				5,246,838
Loss before income taxes			(1,743,321	)			(992,653	)			181,003				759,876
Net loss attributable to
Optical Cable Corporation			(1,745,021	)			(983,122	)			188,163				761,158
Basic and diluted net income (loss) per share attributable to Optical Cable Corporation		$	(0.28	)		$	(0.15	)		$	0.03			$	0.11

 

Optical Cable Corporation (OCC)

 

Report of Independent Registered Public Accounting Firm

 

 

Board of Directors and Stockholders

Optical Cable Corporation

Roanoke, Virginia

 

We have audited the accompanying consolidated balance sheets of Optical Cable Corporation and Subsidiaries (the “Company”) as of October 31, 2017 and 2016, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended October 31, 2017. Optical Cable Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The financial statements of the Company as of and for the year ended October 31, 2015 were audited by other auditors whose report dated January 28, 2016, expressed an unqualified opinion on those financial statements.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Optical Cable Corporation and Subsidiaries as of October 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Brown, Edwards & Company, L.L.P.

 

1715 Pratt Drive, Suite 2700

Blacksburg, Virginia

December 20, 2017

 

Optical Cable Corporation (OCC)

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Shareholders

Optical Cable Corporation:

 

We have audited the accompanying consolidated statements of operations, shareholders’ equity, and cash flows of Optical Cable Corporation and subsidiaries for the year ended October 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Optical Cable Corporation and subsidiaries for the year ended October 31, 2015, in conformity with U.S. generally accepted accounting principles.

 

/s/KPMG LLP

 

Roanoke, Virginia
January 28, 2016

 

Optical Cable Corporation (OCC)

 

Corporate Information

 

 

Corporate Headquarters

Optical Cable Corporation (OCC)

5290 Concourse Drive

Roanoke, VA 24019

 

Primary Legal Counsel

Woods Rogers PLC

10 South Jefferson Street

Suite 1400

Roanoke, VA 24011

 

Independent Registered Public Accounting Firm

Brown, Edwards & Company, L.L.P.

1715 Pratt Drive

Suite 2700

Blacksburg, VA 24060

 

Transfer Agent

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, NY 11219

 

Form 10-K Report

Shareholders may obtain, without charge, a copy of Optical Cable Corporation’s Form 10-K, including exhibits, as filed with the Securities and Exchange Commission. Write to Optical Cable Corporation, P.O. Box 11967, Roanoke, VA 24022-1967, attention Ms. Tracy G. Smith, Corporate Secretary. Additionally, our SEC filings are available to the public on the SEC Internet site (http://www.sec.gov).

 

Annual Meeting

The 2018 annual meeting of shareholders will be held at 10:00 a.m. on Tuesday, March 27, 2018, at the Green Ridge Recreation Center, 7415 Wood Haven Road, Roanoke, Virginia.

 

Optical Cable Corporation (OCC)

 

Corporate Information

(Continued)

 

Common Stock and Dividend Data

 

Our common stock is traded on the Nasdaq Global Market under the symbol OCC.  According to the records of our transfer agent, the Company had approximately 300 shareholders of record as of December 12, 2017. Additionally, there are approximately 1,000 beneficial owners as of December 12, 2017.  On December 12, 2017, our common stock closed at a price of $2.45 per share.

 

Employees of the Company and members of the Board of Directors owned at least 37.9% of the shares outstanding as of October 31, 2017, including shares still subject to potential forfeiture based on vesting requirements.

 

The following table sets forth for the fiscal periods indicated the high and low bid prices of our common stock, as reported on the Nasdaq Global Market, during the two most recent fiscal years:

 

		Range of Bid Prices
Fiscal year ended October 31, 2017		High				Low
Fourth Quarter		$	2.75			$	2.13
Third Quarter		$	3.35			$	2.30
Second Quarter		$	3.70			$	2.50
First Quarter		$	3.80			$	2.45

 

		Range of Bid Prices
Fiscal year ended October 31, 2016		High				Low
Fourth Quarter		$	3.60			$	2.16
Third Quarter		$	2.89			$	2.14
Second Quarter		$	2.96			$	2.15
First Quarter		$	3.15			$	2.10

 

 

Dividend Declaration

 

In October 2010, the Board of Directors authorized the initiation of a quarterly cash dividend and declared a cash dividend on our common stock of $0.01 per share. In fiscal year 2011, we declared dividends of $0.01 per share on a quarterly basis. In fiscal year 2012, the dividend rate was increased to $0.015 per share and we declared dividends at the increased rate on a quarterly basis. In fiscal year 2013, the dividend rate was increased to $0.02 per share and we declared dividends at the increased rate on a quarterly basis for fiscal years 2013, 2014 and 2015. In January 2016, the Board of Directors suspended the declaration of dividends to shareholders. The payment of future dividends, if any, and the amount of future dividends is at the discretion of our Board of Directors and may change at any time. The declaration and payment of any future dividends by the Company is dependent on the consideration of various relevant factors by the Board of Directors, including, but not limited to, recent and future earnings, cash flow and financial condition, future investment opportunities, and/or other relevant factors.

 

Optical Cable Corporation (OCC)

 

Corporate Information

(Continued)

 

 

Executive Officers of Optical Cable Corporation
Neil D. Wilkin, Jr.	Chairman of the Board, President and
	Chief Executive Officer
Tracy G. Smith	Senior Vice President, Chief Financial Officer
	and Corporate Secretary
Board of Directors of Optical Cable Corporation
Neil D. Wilkin, Jr., Chairman	Chairman of the Board, President
	and Chief Executive Officer
	Optical Cable Corporation
Randall H. Frazier	President and Founder
	R. Frazier, Incorporated
John M. Holland	President and Founder
	Holland Technical Services
John A. Nygren	Retired, former President
	ChemTreat, Inc.
Craig H. Weber	Chief Executive Officer
	Home Care Delivered, Inc.
John B. Williamson, III	Chairman of the Board
	RGC Resources, Inc. and
	Roanoke Gas Company

 

Optical Cable Corporation (OCC)