UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


Form 10-Q

 


 

Quarterly report pursuant to Section

QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2021

 

For the quarterly period ended January 31, 2022

Transition report pursuant to Section

TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________.

 

Commission file number: 000-13301


RF INDUSTRIES, LTD.

(Exact name of registrant as specified in its charter)

 

Nevada

88-0168936

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

  

7610 Miramar Road, Building 6000
San Diego, California

92126

(Address of principal executive offices)

(Zip Code)

(858) 549-6340

(Registrant’s telephone number, including area code)


 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

   

Common Stock, $0.01 par value per share

RFIL

NASDAQ Global Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Large accelerated filer  ☐

Accelerated filer  ☐

Non-accelerated filer  ☒

Smaller reporting company ☒

   Emerging growth company   ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes  ☐ No  ☒

 

The number of shares of the issuer’s Common Stock, par value $0.01 per share, outstanding as of September 9, 2021March 17, 2022 was 10,040,598.10,096,175.

 



 

1

 

 

Part I. FINANCIAL INFORMATION

 

Item 1: Financial Statements

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

 

July 31

 

October 31,

  

January 31,

 

October 31,

 
 

2021

  

2020

  

2022

  

2021

 
 

(Unaudited)

 

(Note 1)

  

(Unaudited)

 

(Note 1)

 

ASSETS

        
  

CURRENT ASSETS

        

Cash and cash equivalents

 $12,578  $15,797  $13,507  $13,053 

Trade accounts receivable, net of allowance for doubtful accounts of $79 and $66, respectively

 10,526  5,669 

Trade accounts receivable, net of allowance for doubtful accounts of $83 and $87, respectively

 10,514  13,523 

Inventories

 10,400  8,586  13,477  11,179 

Other current assets

  4,124   813   3,586   2,893 

TOTAL CURRENT ASSETS

  37,628   30,865   41,084   40,648 
  

Property and equipment:

  

Equipment and tooling

 3,948  3,819  4,075  3,986 

Furniture and office equipment

  1,093   1,073   1,101   1,086 
 5,041  4,892  5,176  5,072 

Less accumulated depreciation

  4,282   4,082   4,449   4,364 

Total property and equipment, net

  759   810  727  708 
  

Operating lease right of use assets, net

 1,482  1,421  1,204  1,453 

Goodwill

 2,467  2,467  2,467  2,467 

Amortizable intangible assets, net

 2,834  3,181  2,644  2,739 

Non-amortizable intangible assets

 1,174  1,174  1,174  1,174 

Deferred tax assets

 0  834  366  389 

Other assets

  70   70   70   70 

TOTAL ASSETS

 $46,414  $40,822  $49,736  $49,648 

 

2

 

Item 1: Financial Statements (continued)

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

 

July 31,

 

October 31,

  

January 31,

 

October 31,

 
 

2021

  

2020

  

2022

  

2021

 
 

(Unaudited)

 

(Note 1)

  

(Unaudited)

 

(Note 1)

 

LIABILITIES AND STOCKHOLDERS' EQUITY

        
  

CURRENT LIABILITIES

        

Accounts payable

 $2,461  $1,475  $3,382  $3,504 

Accrued expenses

 3,697  2,573  5,659  5,034 

Current portion of PPP Loans

 0  1,699 

Current portion of operating lease liabilities

 848  874   698   832 

Income taxes payable

  0   43 

TOTAL CURRENT LIABILITIES

 7,006  6,664  9,739  9,370 
  

Deferred tax liabilities

 90  0 

Operating lease liabilities

 698  635   545   675 

PPP Loans

 0  1,089 

Other long-term liabilities

  0   370 

TOTAL LIABILITIES

  7,794   8,758   10,284   10,045 
  

COMMITMENTS AND CONTINGENCIES

                    
  

STOCKHOLDERS EQUITY

        

Common stock - authorized 20,000,000 shares of $0.01 par value; 10,025,598 and 9,814,118 shares issued and outstanding at July 31, 2021 and October 31, 2020, respectively

 100  98 

Common stock - authorized 20,000,000 shares of $0.01 par value; 10,096,175 and 10,058,571 shares issued and outstanding at January 31, 2022 and October 31, 2021, respectively

 101  101 

Additional paid-in capital

 24,132  22,946  24,427  24,301 

Retained earnings

  14,388   9,020   14,924   15,201 

TOTAL STOCKHOLDERS' EQUITY

  38,620   32,064   39,452   39,603 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $46,414  $40,822  $49,736  $49,648 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

 

3

 

 

Item 1: Financial Statements (continued)

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In thousands, except share and per share amounts)

 

 

Three Months Ended July 31,

  

Nine Months Ended July 31,

  Three Months Ended January 31, 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 
  

Net sales

 $15,257  $9,544  $36,316  $32,348  $16,918  $10,002 

Cost of sales

  10,198   6,814   23,881   23,778   12,834   7,396 
  

Gross profit

  5,059   2,730   12,435   8,570   4,084   2,606 
  

Operating expenses:

  

Engineering

 411  429  1,044  1,553  454  431 

Selling and general

  3,452   2,521   8,099   7,423   3,992   2,764 

Total operating expenses

  3,863   2,950   9,143   8,976   4,446   3,195 
  

Operating income (loss)

 1,196  (220) 3,292  (406)

Operating loss

 (362) (589)
  

Other income

  2   1   2,803   18 

Other income (expense)

  5   (8)

Loss before benefit for income taxes

 (357) (597)

Benefit from income taxes

  (80)  (194)

Consolidated net loss

 $(277) $(403)
  

Income (loss) before provision (benefit) for income taxes

 1,198  (219) 6,095  (388)

Provision (benefit) for income taxes

  272   (137)  727   (148)
 

Consolidated net income (loss)

 $926  $(82) $5,368  $(240)
 

Earnings (loss) per share:

 

Loss per share

 

Basic

 $0.09  $(0.01) $0.54  $(0.02) $(0.03) $(0.04)

Diluted

 $0.09  $(0.01) $0.53  $(0.02) $(0.03) $(0.04)
  

Weighted average shares outstanding:

 

Weighted average shares outstanding

 

Basic

  9,979,578   9,714,700   9,955,193   9,661,054   10,067,186   9,864,689 

Diluted

  10,150,396   9,714,700   10,131,172 �� 9,661,054   10,067,186   9,864,689 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

 


 

 

Item 1: Financial Statements (continued)

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(UNAUDITED)

(In thousands, except share amounts)

  

For the Three Months Ended July 31, 2021

 
          

Additional

         
  

Common Stock

  

Paid-in

  

Retained

     
  

Shares

  

Amount

  

Capital

  

Earnings

  

Total

 

Balance, May 1, 2021

  10,001,056  $100  $23,678  $13,462  $37,240 
                     

Exercise of stock options

  23,827   0   82   0   82 
                     

Stock-based compensation expense

  -   0   374   0   374 
                     

Issuance of restricted stock

  1,840   0   0   0   0 
                     

Forfeiture of restricted stock

  (864)  0   0   0   0 
                     

Tax withholding related to vesting of restricted stock

  (261)  0   (2)  0   (2)
                     

Consolidated net income

  -   0   0   926   926 
                     

Balance, July 31, 2021

  10,025,598  $100  $24,132  $14,388  $38,620 

  

For the Nine Months Ended July 31, 2021

 
          

Additional

         
  

Common Stock

  

Paid-in

  

Retained

     
  

Shares

  

Amount

  

Capital

  

Earnings

  

Total

 

Balance, November 1, 2020

  9,814,118  $98  $22,946  $9,020  $32,064 
                     

Exercise of stock options

  180,528   1   566   0   567 
                     

Stock-based compensation expense

  -   0   634   0   634 
                     

Issuance of restricted stock

  38,674   1   (1)  0   0 
                     

Forfeiture of restricted stock

  (5,182)  0   0   0   0 
                     

Tax withholding related to vesting of restricted stock

  (2,540)  0   (13)  0   (13)
                     

Consolidated net income

  -   0   0   5,368   5,368 
                     

Balance, July 31, 2021

  10,025,598  $100  $24,132  $14,388  $38,620 

See Notes to Unaudited Condensed Consolidated Financial Statements.


Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(UNAUDITED)

(In thousands, except share amounts)

 

  

For the Three Months Ended July 31, 2020

 
          

Additional

         
  

Common Stock

  

Paid-in

  

Retained

     
  

Shares

  

Amount

  

Capital

  

Earnings

  

Total

 

Balance, May 1, 2020

  9,758,062  $98  $22,652  $8,943  $31,693 
                     

Exercise of stock options

  12,339   0   22   0   22 
                     

Stock-based compensation expense

  -   0   161   0   161 
                     

Issuance of common shares

  1,116   0   5   0   5 
                     

Consolidated net loss

  -   0   0   (82)  (82)
                     

Balance, July 31, 2020

  9,771,517  $98  $22,840  $8,861  $31,799 
  For the Three Months ended January 31, 2022 
          

Additional

         
  

Common Stock

  

Paid-In

  

Retained

     
  

Shares

  

Amount

  

Capital

  

Earnings

  

Total

 

Balance, November 1, 2021

  10,058,571  $101  $24,301  $15,201  $39,603 
                     

Stock-based compensation expense

  -   -   139   -   139 
                     

Issuance of restricted stock

  39,666   0   0   -   - 
                     

Tax withholding related to vesting of restricted stock

  (2,062)  -   (13)  -   (13)
                     

Consolidated net loss

  -   0   0   (277)  (277)
                     

Balance, January 31, 2022

  10,096,175  $101  $24,427  $14,924  $39,452 

 

 

 

For the Nine Months Ended July 31, 2020

  

For the Three Months ended January 31, 2021

 
         

Additional

                 

Additional

        
 

Common Stock  

  

Paid-in

 

Retained

     

Common Stock

 

Paid-In

 

Retained

    
 

Shares

 

Amount

 

Capital

 

Earnings

 

Total

  

Shares

 

Amount

 

Capital

 

Earnings

 

Total

 

Balance, November 1, 2019

 9,462,267  $95  $21,949  $9,489  $31,533 

Balance, November 1, 2020

 9,814,118  $98  $22,946  $9,020  $32,064 
  

Exercise of stock options

 241,209  2  443  0  445  118,189  1  384  -  385 
  

Stock-based compensation expense

 -  0  367  0  367  -  -  123  -  123 
  

Issuance of restricted stock

 54,850  1  (1) 0  0  36,834  1  (1) -  - 
  

Issuance of common shares

 13,191  0  82  0  82 

Forfeiture of restricted stock

 (4,318) -  -  -  - 
  

Dividends

 -  0  0  (388) (388)

Tax withholding related to vesting of restricted stock

 (2,367) -  (11) -  (11)
  

Consolidated net loss

  -  0  0  (240) (240)  -  0  0  (403) (403)
  

Balance, July 31, 2020

  9,771,517  $98  $22,840  $8,861  $31,799 

Balance, January 31, 2021

  9,962,456  $100  $23,441  $8,617  $32,158 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

 


 

 

Item 1: Financial Statements (continued)

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

 

 

Nine Months Ended July 31,

  

Three Months Ended January 31,

 
 

2021

  

2020

  

2022

  

2021

 

OPERATING ACTIVITIES:

  

Consolidated net income (loss)

 $5,368  $(240)

Consolidated net loss

 $(277) $(403)
  

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

 

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

Bad debt expense

 17  17  (4) (15)

Depreciation and amortization

 592  760  180  237 

Stock-based compensation expense

 634  449  139  123 

Tax payments related to shares cancelled for vested restricted stock awards

 (13) 0  (13) (11)

Deferred income taxes

 924  219  23  766 

PPP Loan and interest forgiveness

 (2,807) 0 

Changes in operating assets and liabilities:

  

Trade accounts receivable

 (4,874) 7,395  3,013  529 

Inventories

 (1,814) (219) (2,299) (433)

Other current assets

 (3,311) (544) (693) (1,326)

Right of use assets

 (24) 94  (15) (6)

Other long-term assets

 0  (2)

Accounts payable

 986  (1,293) (122) 35 

Accrued expenses

 1,143  (1,576) 625  44 

Income taxes payable

 (43) (21)

Income tax payable

 0  (43)

Other current liabilities

 0  296 

Other long-term liabilities

  (370)  (778)  0   (370)

Net cash (used in) provided by operating activities

  (3,592)  4,261 

Net cash provided by (used in) operating activities

  557   (577)
  

INVESTING ACTIVITIES:

  

Capital expenditures

 (194) (117)  (103)  (116)

Purchase of Schrofftech, net of cash acquired ($99)

  0   (3,901)

Net cash used in investing activities

  (194)  (4,018)  (103)  (116)
  

FINANCING ACTIVITIES:

  

Proceeds from exercise of stock options

 567  445   0   385 

Dividends paid

 0  (388)

Proceeds from PPP Loan

  0   2,788 

Net cash provided by financing activities

  567   2,845   0   385 
  

Net (decrease) increase in cash and cash equivalents

 (3,219) 3,088 

Net increase (decrease) in cash and cash equivalents

 454  (308)
  

Cash and cash equivalents, beginning of period

  15,797   12,540   13,053   15,797 
  

Cash and cash equivalents, end of period

 $12,578  $15,628  $13,507  $15,489 
  

Supplemental cash flow information – income taxes paid

 $309  $415  $156  $6 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

 


 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1 Unaudited interim condensed consolidated financial statements

 

Our accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, which are normal and recurring, have been included in order to make the information not misleading. Information included in the consolidated balance sheet as of October 31, 20202021 has been derived from, and certain terms used herein are defined in, the audited consolidated financial statements of RF Industries, Ltd. as of October 31, 20202021 included in our Annual Report on Form 10-K (“Form 10-K”) for the year ended October 31, 20202021 that was previously filed with the Securities and Exchange Commission (“SEC”). Operating results for the ninethree months ended JulyJanuary 31, 20212022 are not necessarily indicative of the results that may be expected for the year ending October 31, 2021.2022. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Form 10-K.

 

Principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of RF Industries, Ltd. and our four wholly-owned subsidiaries: Cables Unlimited, Inc. (“Cables Unlimited”), Rel-Tech Electronics, Inc. (“Rel-Tech”), C Enterprises, Inc. (“C Enterprises”), and Schroff Technologies International, Inc. (“Schrofftech”). All references to the “Company,” “we,” “us,” or “our”“Company” collectively refer to RF Industries, Ltd., Cables Unlimited, Rel-Tech, C Enterprises, and Schrofftech. All intercompany balances and transactions have been eliminated in consolidation.

Risks and uncertainties

 

In March 2020, the World Health Organization (the “WHO”) declared coronavirus (“COVID-19”) a pandemic emergency. The COVID-19 pandemic has negatively impacted regional and global economies, disrupted global supply chains, and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by domestic and international jurisdictions to prevent disease spread, all of which are uncertain and cannot be predicted.

 

The outbreak impacted our performance for the ninethree months ended JulyJanuary 31, 2021.2022. During the periods covered by this report, the operations at all locations were affected intermittently as some of our employee schedules were impacted, and as certain customers scaled back operations or otherwise delayed or deferred orders for our products. Because of the impact that COVID-19 had on our operations, in May 2020 we applied for and received loans under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act, H.R. 748 ("CARES ActAct") totaling approximately $2.8 million (“PPP Loans”). See Note 1312 on discussions of the PPP Loans.

 

In March 2021, the Internal Revenue Service (“IRS”) released Notice 2021-20, which retroactively eliminated the restriction that prevented employers who received a PPP loan from qualifying for the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes. Upon determination that the employer has complied with all of the conditions required to receive the credit, a receivable is recognized and the credit reduces salaries and wages. For the nine monthsfiscal year ended JulyOctober 31, 2021, we qualified and filed to claim the ERC and have recorded this as an other receivable classified in other current assets. As of January 31, 2022, the ERC in other receivable classified in other current assets were $1.8 million.

 

We considered the impact of the COVID-19 related economic slowdown on our evaluation of goodwill and non-amortizable intangibles impairment indicators as of JulyJanuary 31, 2021.2022. Although no impairment indicators were identified, it is possible that impairments could emerge as the impact of the crisispandemic becomes clearer, and those impairment losses could be material.

Fair value measurement

 

We measure at fair value certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. The accounting principles generally accepted in the United States of America (“GAAP”("GAAP") specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the following fair valuefair-value hierarchy:

 

Level 1 – Quoted prices for identical instruments in active markets;

 

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

 

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

8

As of JulyJanuary 31, 20212022 and October 31, 2020,2021, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable and the current portion of the PPP Loans approximated their carrying value due to their short-term nature. See Note 54 for discussion on the fair value of other current liabilities.

 

7

Recent accounting standards

 

Recently issued accounting pronouncements not yet adopted:

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses, which requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The guidance is effective for fiscal years beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), which pushes back the effective date for public business entities that are smaller reporting companies, as defined by the SEC, to fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact the adoption of this new standard will have on our consolidated financial statements.

 

Recently issued accounting pronouncements adopted:

In February 2016, the FASB issued ASU No.2016-02, Leases. This ASU requires lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under the current GAAP. Under ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. We adopted the standard as of November 1, 2019, the beginning of our fiscal 2020, applying the modified retrospective method. We elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, allows us to carryforward the historical lease classification. We elected the policy which allows us to combine the nonlease components with their related lease components rather than separating, and the policy election to keep leases with an initial term of 12 months or less off of the balance sheet. Operating leases are included in our consolidated balance sheet as operating lease right of use (“ROU”) assets, other current liabilities, and operating lease liabilities. Finance leases are included in finance ROU assets, other current liabilities, and finance lease liabilities on our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the duration of the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term and is recognized on the consolidated statements of operations. The adoption of the standard resulted in a material recognition of additional ROU assets and lease liabilities of approximately $2.3 million and $2.4 million, respectively, as of November 1, 2019, but did not materially affect our consolidated net loss.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments of this update, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss should be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The guidance also still gives entities the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. We adopted the standard as of November 1, 2020, the beginning of our fiscal 2021, applying this prospectively. The adoption of the standard did not result in an impairment charge as of JulyJanuary 31, 2022 or October 31, 2021.

NoteIn 2 Business acquisition

On November 4, 2019, we purchased the business of Schrofftech, a Rhode Island-based manufacturer and marketer of intelligent thermal control systems used by telecommunications companies across the U.S. and Canada, and shrouds for small cell integration and installation. At the closing, in consideration for the Schrofftech business, we paid the sellers $4 million in cash, and, if certain financial targets are met by Schrofftech over a two-year period, agreed to pay additional cash earn-out payments of up to $2.4 million.

The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting. The acquired assets and assumed liabilities have been recorded at their estimated fair values. We determined the estimated fair values with the assistance of appraisals or valuations performed by an independent third-party specialist. Schrofftech serves the high growth wireless, telecom and cable markets. The Schrofftech business allows us to diversify the types of services provided for our customers in these markets. All manufacturing operations are performed at Schrofftech’s facilities in Rhode Island.

Although the closing occurred on November 4,December 2019, the acquisition of Schrofftech is deemed to have become effectiveFASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for financialIncome Taxes, which simplifies the accounting purposes as of November 1, 2019. Accordingly, subsequent to November 1, 2019, Schrofftech’s financial results have been included in the results of the Custom Cabling Manufacturing and Assembly segment (“Custom Cabling segment”) as well as in the consolidated statements of operations. Total costsfor income taxes by removing certain exceptions related to the acquisitionapproach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of Schrofftech were approximately $151,000deferred tax liabilities for outside basis differences. The new ASU also simplifies aspects of the accounting for franchise taxes and have been expensed as incurredenacted changes in tax laws or rates. These changes aim to improve the overall usefulness of disclosures to financial statement users and categorized in selling and general expenses during periods priorreduce unnecessary costs to companies when preparing the disclosures. The guidance was effective for the Company beginning on November 1, 2020.2021 and prescribes different transition methods for the various provisions. The adoption of this standard had no material impact on the Company’s financial statements or related disclosures.

 

98

 

The following table summarizes the components of the purchase price at fair values at November 1, 2019:

Cash consideration paid

 $4,000,000 

Earn-out liability

  1,249,000 

Total purchase price

 $5,249,000 

The following table summarizes the allocation of the purchase price at fair value at November 1, 2019:

Current assets

 $1,168,000 

Fixed assets

  58,000 

Intangible assets

  3,299,000 

Goodwill

  1,127,000 

Non-interest bearing liabilities

  (403,000)

Net assets

 $5,249,000 

 

Note 32 Inventories and major vendors

 

Inventories, consisting of materials, labor and manufacturing overhead, are stated at the lower of cost or net realizable value. Cost has been determined using the weighted average cost method. Inventories consist of the following (in thousands): 

 

 

July 31, 2021

  

October 31, 2020

  

January 31, 2022

  

October 31, 2021

 
      

Raw materials and supplies

 $6,034  $4,410  $8,648  $6,422 

Work in process

 301  196  355  381 

Finished goods

  4,065   3,980   4,474   4,376 
      

Totals

 $10,400  $8,586  $13,477  $11,179 

 

One vendor accounted for 27% of inventory purchases forFor the three months ended JulyJanuary 31, 2021,2022, and 17% of inventory purchases for the nine months ended July 31, 2021. Two2 vendors accounted for 12%30% and 10% of inventory purchases for the three months ended July 31, 2020, but nopurchases. NaN vendors accounted for more than 10% of inventory purchases for the ninethree months ended JulyJanuary 31, 2020.2021. We have arrangements with ourthese vendors to purchase products based on purchase orders that we periodically issue.

 

 

Note 43 Other current assets

 

Other current assets consist of the following (in thousands): 

 

 

July 31, 2021

  

October 31, 2020

  

January 31, 2022

  

October 31, 2021

 
      

Employee retention credit

 $2,750  $0 

Employee retention credit ("ERC")

 $1,774  $1,774 

Prepaid taxes

 463  0  469  314 

Prepaid expense

 572  393  779  439 

Other

  339   420   564   366 
      
 

Totals

 $4,124  $813  $3,586  $2,893 

 

Pursuant to the CARES Act, eligible employers are able to claim an ERC, which is a refundable tax credit against certain employment taxes. If the employer’s employment tax deposits are not sufficient to cover the credit, the employer may get an advance payment from the IRS. The period assessed for eligibility of the ERC is on a calendar year basis. For the first and second quarter of calendar year 2021, we were eligible to claim the ERC. As of JulyJanuary 31, 2021,2022, the remaining portion of the ERC that we have not yet received is included as other receivables in other current assets.

 

10

 

Note 54 Accrued expenses and other current liabilities

 

Accrued expenses consist of the following (in thousands):

 

 

July 31, 2021

  

October 31, 2020

  

January 31, 2022

  

October 31, 2021

 
      

Wages payable

 $1,838  $1,506  $1,917  $2,607 

Accrued receipts

 1,271  518  2,458  1,711 

Other accrued expenses

  588   549   1,284   716 
      

Totals

 $3,697  $2,573  $5,659  $5,034 

 

Accrued receipts represent purchased inventory for which invoices have not been received.

 

The purchase agreement for the Schrofftech acquisition providesprovided for earn-out payments of up to $2.4 million,$2,400,000, which arewere to be earned through October 31, 2021. The initial earn-out liability was valued at its fair value using an option pricing based approach with a risk-neutral framework using Black Scholes due to the option-like nature of the earn-out payout structure. The earn-out was and will continue to be revalued quarterly using a present value approach and any resulting increase or decrease will bewas recorded into selling and general expenses. Any changes in the amount of the actual results and forecasted scenarios could impact the fair value. Significant judgment is employed in determining the appropriateness of the assumptions used in calculating the fair value of the earn-out as of the acquisition date. Accordingly, significant variances between actual and forecasted results or changes in the assumptions can materially impactaffected the amount of contingent consideration expense that we record in future periods.recorded from time to time. In determining the fair value of the earn-out liability as of October 31, 2021, we used results through October 31, 2021.

 

We estimateestimated the fair value of the earn-out liability using an option pricing based approach with a risk-neutral framework using Black Scholes related to Schrofftech calculated at net present value (Level 3 of the fair value hierarchy).

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of July 31, 2021 (in thousands):

Description

 

Level 3

 

Earn-out liability

 $0 

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of At October 31, 2020 (2021, in thousands):the fair value of the Schrofftech earn-out liability was zero, and since the earn-out obligation expired on October 31, 2021, no earn-out liability was recorded for the period ended January 31, 2022.

 

Description

 

Level 3

 

Earn-out liability

 $370 

9

The following table summarizes the changes to the Level 3 liabilities measured at fair value for the three months ended July 31, 2021, April 30, 2021, January 31, 20212022 and for the year ended October 31, 2020 (2021in (in thousands):

 

 

Level 3

  

Level 3

 
 

July 31, 2021

  

April 30, 2021

  

January 31, 2021

  

October 31, 2020

  

January 31, 2022

  

January 31, 2021

 

Beginning balance

 $0  $296  $370  $1,249  $0  $370 

Change in value

  0   (296)  (74)  (879)  0   (74)

Ending balance

 $0  $0  $296  $370  $0  $296 

The earn-out was revalued quarterly using a present value approach and the resulting decrease was recorded into selling and general expenses.

 

 

Note 65 Earnings (loss)Loss per share

 

Basic earnings (loss)loss per share is computed by dividing net income (loss)loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding increased by the effects of assuming that other potentially dilutive securities (such as stock options) outstanding during the period had been exercised and the treasury stock method had been applied. During the three and ninemonths ended JulyJanuary 31, 2020,2022 and 2021,we reported a net loss and diluted loss per share is computed the same as basic loss per share as the effect of utilizing the fully diluted share count would have reduced the net loss per share which has an anti-dilutive effect. Therefore, all outstanding stock options are excluded from the computation of diluted loss per share. Potentially issuable securities that are out-of-the-money totaled 298,015459,889 and 402,838331,338 shares for the three months ended JulyJanuary 31, 20212022 and 2020,2021, respectively, and 371,338 and 402,838 shares for the nine months ended July 31, 2021 and 2020, respectively. These shares were excluded from the calculation of diluted per share amounts because of their anti-dilutive effect.

 

11

The following table summarizes the computation of basic and diluted weighted average shares outstanding:

 

  

Three Months Ended July 31,

  

Nine Months Ended July 31,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Weighted average shares outstanding for basic earnings (loss) per share

  9,979,578   9,714,700   9,955,193   9,661,054 
                 

Add effects of potentially dilutive securities-assumed exercise of stock options

  170,818   0   175,979   0 
                 

Weighted average shares outstanding for diluted earnings (loss) per share

  10,150,396   9,714,700   10,131,172   9,661,054 
  

Three Months Ended January 31,

 
  

2022

  

2021

 
         

Weighted average shares outstanding for basic loss per share

  10,067,186   9,864,689 
         

Add effects of potentially dilutive securities-assumed exercise of stock options

  -   - 
         

Weighted average shares outstanding for diluted loss per share

  10,067,186   9,864,689 

 

 

Note 76 Stock-based compensation and equity transactions

On December 6, 2019, one employee was granted 50,000 incentive stock options. These options vested 10,000 on the date of grant, and the balance vests as to 10,000 shares per year thereafter on each of the next four anniversaries of December 6, 2019, and expire ten years from the date of grant.

On January 9, 2020, we granted the following equity awards to our managers and officers:

Stock grants for a total of 12,075 common shares to three employees. We accounted for these shares as stock-based compensation totaling $77,000;

A total of 3,241 incentive stock options to two employees, all of which vested immediately on the date of grant; and

A total of 38,500 shares of restricted stock and 77,000 incentive stock options to five employees. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of the restricted shares and options vested on January 9, 2021; and (ii) the remaining restricted shares and options shall vest in twelve equal quarterly installments over the next three years. All incentive stock options expire ten years from the date of grant.

On June 30, 2020, one employee was granted 10,000 incentive stock options. These options vested 2,500 on the date of grant, and the balance vests as to 2,500 shares per year thereafter on each of the next three anniversaries of June 30, 2020, and expire ten years from the date of grant.

 

On January 12, 2021, we granted a total of 33,500 shares of restricted stock and 67,000 incentive stock options to one manager and three officers. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 12, 2022; and (ii) the remaining restricted shares and options shall vest in twelve equal quarterly installments over the next three years. All incentive stock options expire ten years from the date of grant.

 

On July 16, 2021,January 10, 2022, our Chief Executive Officer waswe granted a total of 39,666 shares of restricted stock and 106,001 incentive stock options to purchase 50,000 shares. Theseone manager and three officers. The shares of restricted stock and incentive stock options immediately vestedvest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 10, 2023; and (ii) the date of grant,remaining restricted shares and options shall vest in twelve equal quarterly installments over the next three years. All incentive stock options expire ten years from the date of grant.

 

No other shares or options were granted to Companycompany employees during the three and ninemonths ended JulyJanuary 31, 20212022 and 2020.2021.

 

The weighted average fair value of employee stock options that were granted during the ninethree months ended JulyJanuary 31, 20212022 and 20202021 was estimated to be $3.38$3.84 and $3.06,$2.46, respectively, per share, using the Black-Scholes option pricing model with the following assumptions:

 

 

Nine Months Ended July 31,

  

Three Months Ended January 31,

 
 

2021

  

2020

  

2022

  

2021

 

Risk-free interest rate

 0.58% 1.58% 1.23% 0.39%

Dividend yield

 0.00% 0.63% 0.00% 0.00%

Expected life of the option (in years)

 7.00  7.01  7.00  7.00 

Volatility factor

 52.34% 52.68% 53.35% 51.94%

 

Expected volatilities are based on historical volatility of our stock price and other factors. We used the historical method to calculate the expected life of the 20212022 and 20202021 option grants. The expected life represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury rate with a maturity date corresponding to the options’ expected life. The dividend yield is based upon the historical dividend yield.

 

1210

 

Company stock option plans

 

Descriptions of our stock option plans are included in Note 9 of our Annual Report on Form 10-K for the year ended October 31, 2020.2021. A summary of the status of the options granted under our stock option plans as of JulyJanuary 31, 20212022 and the changes in options outstanding during the ninethree months then ended is presented in the table that follows:

 

      

Weighted

 
      

Average

 
  

Shares

  

Exercise Price

 

Outstanding at November 1, 2020

  789,179  $4.66 

Options granted

  117,000  $6.57 

Options exercised

  (180,528) $3.15 

Options cancelled

  (91,793) $5.88 

Options outstanding at July 31, 2021

  633,858  $5.26 

Options exercisable at July 31, 2021

  323,568  $5.78 

Options vested and expected to vest at July 31, 2021

  633,522  $5.27 
      

Weighted

 
      

Average

 
  

Shares

  

Exercise Price

 

Outstanding at November 1, 2021

  618,858  $5.33 

Options granted

  106,001  $7.11 

Options exercised

  -  $- 

Options cancelled

  -  $- 

Options outstanding at January 31, 2022

  724,859  $5.59 

Options exercisable at January 31, 2022

  363,067  $5.94 

Options vested and expected to vest at January 31, 2022

  723,008  $5.60 

 

Weighted average remaining contractual life of options outstanding as of JulyJanuary 31, 2021:2022: 6.486.67 years

 

Weighted average remaining contractual life of options exercisable as of JulyJanuary 31, 2021:2022: 5.595.67 years

 

Weighted average remaining contractual life of options vested and expected to vest as of JulyJanuary 31, 2021:2022: 6.486.67 years

 

Aggregate intrinsic value of options outstanding at JulyJanuary 31, 2021:2022: $2,729,0001,372,439

 

Aggregate intrinsic value of options exercisable at JulyJanuary 31, 2021:2022: $1,221,000639,653

 

Aggregate intrinsic value of options vested and expected to vest at JulyJanuary 31, 2021:2022: $2,713,0001,363,724

 

As of JulyJanuary 31, 2021,2022, $587,000865,000 and $311,000$605,000 of expenses with respect to nonvested stock options and restricted shares, respectively, has yet to be recognized but is expected to be recognized over a weighted average period of 2.862.72 and 1.371.42 years, respectively.

 

Non-employeeUnder the compensation policies adopted by the Compensation Committee, directors who also are officers and/or employees of the Company do notreceive aany compensation packagefor serving on the Board. For their service as directors beginning in 2020 until the annual meeting of stockholders held in 2021, non-employee directors (i.e., directors who are not employed by the Company as officers or employees) were awarded $50,000 annually,as Board fees, which is paidamount was payable (a) one-half in cash ($25,000), with payments made on a quarterly basis, and (b) one-half through the grant of non-qualified awards. Forrestricted shares that vest on a quarterly basis. In addition, the Chairman of the Board of Directors and the Chair of each committee of the Board of Directors received an annual retainer of $15,000, also payable in restricted shares, that vests in four equal quarterly installments commencing on September 15, 2020 and ending on the earlier of September 15, 2021 or the next annual meeting of stockholders. In each case, the equity portion of the award was calculated based on the 20-day average trailing closing price of the Company's common stock from the date of grant ($4.34); and cash and stock payments were pro-rated for board members who served less than the entire service period during fiscal 2020,2021.

On September 8, 2021, the Board of Directors determined that the compensation payable to non-employee directors as Board fees for the next year ending with the 2022 annual meeting of stockholders was prorated fromthe same as they received in November 1, 2019 2021through (i.e., $50,000). In addition, effective August 31, 2020.September 8, 2021, On November 4, 2019, we granted eachthe Board determined that both Board fees and additional chair fees would be paid half in cash and half in restricted stock, and, in light of our five non-employee directors 3,270 shares of restricted stock. The number of restricted shares granted to each director was determinedthe additional work required by proratingthe chairs, revised the chair fees as follows, $25,000 for the Chairman of the Board, $25,000 for the Audit Committee Chair, $20,000 for the Compensation Committee Chair, $20,000 for the Strategic Planning and Capital Allocation Chair, and $10,000 for the Nominating & Governance Chair. The cash and restricted stock fees vest in tenfour months endedequal quarterly installments commencing on August 31, 2020December 8, 2021, andwith the restricted stock portion determined by dividing the amount of the fee by the 20-day average trailing closing price of the Company’s common stock pricefrom the date of grant ($6.36)8.21). These restricted shares vested ratably through August 31, 2020. As compensation for services to be provided until the 2021 annual meeting of stockholders inAccordingly, on September 8, 2021, weMr. Holdsworth was granted each of our five non-employee directors 5,7575,785 shares of restricted stock, which number was determined by dividing $25,000 by the 20-day average closing stock price ($4.34). On December 31, 2020, a new director joined the Board of Directors. We granted the new director 3,334 shares of restricted stock as payment for the year ending with the 2021 annual meeting. The number of restricted stock was determined by prorating $25,000 for the 8.5 months of service upon joining the Board of Directors through the 2021 annual meetingstock; Ms. Cefali, 4,871 shares; Mr. Garland, 4,567 shares; and dividing by the 20-day average closing stock price ($5.31).

Non-employee directors who are also a chairperson of a committee of the Board receive additional compensation of $15,000 annually. On June 5, 2020, the Board of Directors revised the committee chair compensation so that all future compensation from July 1, 2020 through the next annual meeting of the stockholders will be payable in shares of common stock rather than cash. Shares issued as compensation will be valued at the closing common stock price on the last day of each quarter. Accordingly, on July 31, 2020, each of the four committee chairpersons was awarded 279 shares at $4.47 per share. We account for these shares as stock-based compensation. On September 15, 2020, each of the four committee chairpersons was awarded 3,454 shares of restricted stock as payment for the $15,000 retainer payable to Chairpersons for the year ending with the 2021 annual meeting of stockholders. The number of restricted shares granted to each chairperson was determined by dividing $15,000 by the 20-day average closing stock price ($4.34).

One director was appointed as a chairperson of a new committee effective March 4, 2021, and was also appointed as the chairperson of another committee effective June 15, 2021.  Since directors who service as chairpersons of any of the Board’s committees receive additional compensation, which compensation is payable in shares of restricted stock, for the appointment effective March 4, 2021, the director received 1,344 shares of restricted stock.  The number of shares of restricted stock was determined by prorating $15,000 for the 6.5 months of service upon being appointed chairperson and dividing by the 20-day average closing stock price ($6.04).  For the appointment effective June 15, 2021, the director received 496 shares of restricted stock.  The number of restricted stock was determined by prorating $15,000 for the three months of service upon being appointed chairperson and dividing by the 20-day average closing stock price ($7.56).Mr. Fink, 3,044 shares.

 

Stock option expense

 

During the three months ended JulyJanuary 31, 20212022 and 2020,2021, stock-based compensation expense totaled $374,000$139,000 and $166,000,$123,000, respectively, and was classified in selling and general expenses. During the nine months ended July 31, 2021 and 2020, stock-based compensation expense totaled $634,000 and $449,000, respectively, and was classified in selling and general expenses.expense.

 

1311

 
 

Note 87 Concentrations of credit risk

 

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We maintain our cash and cash equivalents with high-credit quality financial institutions. At JulyJanuary 31, 2021,2022, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $12.9$12.3 million.

 

Sales from each customer that were 10% or greater of net sales were as follows:

 

 

Three Months Ended July 31,

  

Nine Months Ended July 31,

  

Three Months Ended January 31,

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 

Wireless provider

 21% *  11% *  32% * 

Distributor A

 10% 18% 12% 15%  *  16%

Distributor B

 10% 13% 11% 12%  *  12%

 

* Less than 10%

 

TheFor the three months ended January 31, 2022, one wireless provider had an accounts receivable balance thatcarrier customer accounted for 36%32% of thenet sales and 37% of total net accounts receivable balance at July 31, 2021. Distributor Abalance. Two customers, both distributors, accounted for approximately 16% and Distributor B12% of net sales and had accounts receivable balances that accounted for 21%15% and 14%19%, respectively, of the total net accounts receivable balance atfor the Julythree months ended January 31, 2020.2021. Although these customers have been on-going major customers of the Company, the written agreements with these customers do not have any minimum purchase obligations and they could stop buying our products at any time and for any reason. A reduction, delay or cancellation of orders from these customers or the loss of these customers could significantly reduce our future revenues and profits.

 

 

Note 98 Segment information

 

We aggregate operating divisions into two2 reporting segments that have similar economic characteristics primarily in the following areas: (1) the nature of the product and services; (2) the nature of the production process; (3) the type or class of customer for their products and services; (4) the methods used to distribute their products or services; and (5) if applicable, the nature of the regulatory environment. Based upon this evaluation, as of JulyJanuary 31, 2021,2022, we had two segments – RF Connector and Cable Assembly (“RF Connector segment”) and Custom Cabling segment.Manufacturing and Assembly (“Custom Cabling segment”).

 

The RF Connector segment consisted of one division and the Custom Cabling segment was composed of four divisions. The five divisions that met the quantitative thresholds for segment reporting are the RF Connector and Cable Assembly division (“RF Connector division”), Cables Unlimited, Rel-Tech, C Enterprises, and Schrofftech. While each segment has similar products and services, there was little overlapping of these services to their customer base. The biggest difference in segments is in the channels of sales: sales or product and services for the RF Connector segment were primarily through the distribution channel, while the Custom Cabling segment sales were through a combination of distribution and direct to the end customer.

 

Management identifies segments based on strategic business units that are, in turn, based along market lines. These strategic business units offer products and services to different markets in accordance with their customer base and product usage. For segment reporting purposes, the RF Connector division constitutes the RF Connector segment, and the Cables Unlimited, Rel-Tech, C Enterprises, and Schrofftech divisions constitute the Custom Cabling segment.

 

As reviewed by our chief operating decision maker, we evaluate the performance of each segment based on income or loss before income taxes. We charge depreciation and amortization directly to each division within the segment. Accounts receivable, inventory, property and equipment, ROUright of use assets, goodwill and intangible assets are the only assets identified by segment. Except as discussed above, the accounting policies for segment reporting are the same for the Company as a whole.

 

12

All of our operations are conducted in the United States; however, we derive a portion of our revenue from export sales. We attribute sales to geographic areas based on the location of the customers. The following table presents the sales by geographic area for the three and ninemonths ended JulyJanuary 31, 20212022 and 20202021 (in thousands):

 

 

Three Months Ended July 31,

  

Nine Months Ended July 31,

  

Three Months Ended January 31,

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 
  

United States

 $14,624  $9,315  $34,341  $31,471  $16,418  $9,379 

Foreign Countries:

  

Canada

 499  124  1,591  530  297  525 

Mexico

 51  0  77  12  25  0 

All Other

  83   105   307   335   178   98 
  633   229   1,975   877   500   623 
  

Totals

 $15,257  $9,544  $36,316  $32,348  $16,918  $10,002 

 

14

Net sales, income (loss) before provision (benefit)benefit for income taxes and other related segment information for the three months ended JulyJanuary 31, 20212022 and 20202021 are as follows (in thousands): 

 

  

RF Connector

  

Custom Cabling

         
  

and

  

Manufacturing and

         

2021

 

Cable Assembly

  

Assembly

  

Corporate

  

Total

 

Net sales

 $3,933  $11,324  $0  $15,257 

Income before provision for income taxes

  255   941   2   1,198 

Depreciation and amortization

  35   143   0   178 

Total assets

  7,188   22,524   16,702   46,414 
                 

2020

                

Net sales

 $3,611  $5,933  $0  $9,544 

Income (loss) before provision for income taxes

  500   (720)  1   (219)

Depreciation and amortization

  40   212   0   252 

Total assets

  8,413   15,539   16,942   40,894 

Net sales, income (loss) before provision (benefit) for income taxes and other related segment information for the nine months ended July 31, 2021 and 2020 are as follows (in thousands): 

 

RF Connector

 

Custom Cabling

         

RF Connector

 

Custom Cabling

        
 

and

 

Manufacturing and

        

2022

 

Cable Assembly

  

Assembly

  

Corporate

  

Total

 

Net sales

 $3,923  $12,995  $0  $16,918 

Income (loss) before benefit for income taxes

 56  314  (727)  (357)

Depreciation and amortization

 37  143  0   180 

Total assets

  7,572   24,635   17,529   49,736 
 

and

 

Manufacturing and

         

2021

 

Cable Assembly

  

Assembly

  

Corporate

  

Total

         

Net sales

 $11,060  $25,256  $0  $36,316  $3,575  $6,427  $0  $10,002 

Income before provision for income taxes

 2,202  1,090  2,803  6,095 

Income (loss) before provision for income taxes

 453  (1,042) (8) (597)

Depreciation and amortization

 105  487  0  592  35  202  0  237 

Total assets

 7,188  22,524  16,702  46,414  7,667  15,202  17,766  40,635 
         

2020

                

Net sales

 $10,568  $21,780  $0  $32,348 

Income (loss) before benefit from income taxes

 1,479  (1,886) 19  (388)

Depreciation and amortization

 123  637  0  760 

Total assets

 8,413  15,539  16,942  40,894 

 

 

Note 109 Income taxes

 

We use an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate, to determine its quarterly provision (benefit)benefit for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

 

We recorded income tax provisions (benefits)benefits of $272,000$80,000 and ($137,000)$194,000 for the three months ended JulyJanuary 31, 20212022 and 2020,2021, respectively. The effective tax rate was 22.7%22.3% for the three months ended JulyJanuary 31, 2021,2022, compared to (62.5%)32.4% for the three months ended JulyJanuary 31, 2020.2021. For the nine months ended July 31, 2021 and 2020, we recorded income tax provisions (benefits) of $727,000 and ($148,000), respectively. The effective tax rate was 22.1% for the nine months ended July 31, 2021, compared to 38.2% for the nine months ended July 31, 2020. The effective tax rates for the three and nine months ended July 31, 2021 are excluding the PPP Loan forgiveness classified in Other Income. The change in effective tax rate for the ninethree months ended JulyJanuary 31, 20212022 compared to the ninethree months ended JulyJanuary 31, 20202021 was primarily driven by the disproportionate impact of various permanent book-tax differences with respect to our forecasted book income or loss in each period.stock compensation windfall benefits.          

 

We had $126,000$174,000 and $107,000$141,000 of unrecognized tax benefits, inclusive of interest and penalties, as of JulyJanuary 31, 20212022 and October 31, 2020,2021, respectively. The unrecognized tax benefits, if recognized, would result in a net tax benefit of $32,000$168,000 as of JulyJanuary 31, 2021.2022.         

 

1513

 
 

Note 1110 Intangible assets

 

Intangible assets consist of the following (in thousands): 

 

 

July 31, 2021

  

October 31, 2020

  

January 31, 2022

  

October 31, 2021

 

Amortizable intangible assets:

      

Non-compete agreement (estimated life 5 years)

 $423  $423  $423  $423 

Accumulated amortization

  (278)  (245)  (300)  (289)
  145   178   123   134 
      

Customer relationships (estimated lives 7 - 15 years)

 5,058  5,058  5,058  5,058 

Accumulated amortization

  (2,635)  (2,367)  (2,786)  (2,711)
  2,423   2,691   2,272   2,347 
      

Backlog (estimated life 1 - 2 years)

 287  287  287  287 

Accumulated amortization

  (287)  (266)  (287)  (287)
  0   21   -   - 
      

Patents (estimated life 10 - 14 years)

 368  368  368  368 

Accumulated amortization

  (102)  (77)  (119)  (110)
  266   291   249   258 
      

Totals

 $2,834  $3,181  $2,644  $2,739 
      

Non-amortizable intangible assets:

      

Trademarks

 $1,174  $1,174  $1,174  $1,174 

 

Amortization expense for the ninethree months ended JulyJanuary 31, 20212022 and the year ended October 31, 20202021 was $347,000$95,000 and $692,000,$442,000, respectively. As of JulyJanuary 31, 2021,2022, the weighted-average amortization period for the amortizable intangible assets is 5.667.62 years.

 

 

Note 1211 Commitments

 

We have operating leases for corporate offices, manufacturing facilities, and certain storage units. Our leases have remaining lease terms of 1 year to 3 years, some of which include options to extend the leases for up to 5 years. A portion of our operating leases are leased from K&K Unlimited, a company controlled by Darren Clark, the former owner and current President of Cables Unlimited, to whom we make rent payments totaling $15,000$16,000 per month.

 

We also have other operating leases for certain equipment. The components of our facilities and equipment operating lease expenses for the period endedending JulyJanuary 31, 20212022 were as follows (in thousands):

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 
 

July 31, 2021

  

July 31, 2021

  

January 31, 2022

 

Operating lease cost

 $248  $739  $261 

Short-term lease cost

 0  1  0 

 

Other information related to leases was as follows (in thousands):

 

 

July 31, 2021

  

October 31, 2020

  

January 31, 2022

  

October 31, 2021

 

Supplemental Cash Flows Information

        

ROU assets obtained in exchange for lease obligations:

 

Right of use assets obtained in exchange for lease obligations:

 

Operating leases

 $1,482  $1,421  $1,204  $1,453 
  

Weighted Average Remaining Lease Term

        

Operating leases (in months)

 26.74  22.94 

Operating leases (months)

 23.89  25.26 
  

Weighted Average Discount Rate

        

Operating leases

 3.54% 3.54% 3.54% 3.54%

 

1614

 

Future minimum lease payments under non-cancellable leases as of JulyJanuary 31, 20212022 were as follows:

 

Year ending October 31,

 

Operating Leases

 
     

2021 (excluding nine months ended July 31, 2021)

 $244 

2022

  792 

2023

  429 

2024

  180 

2025

  13 

Thereafter

  7 

Total future minimum lease payments

  1,665 

Less imputed interest

  (119)

Total

 $1,546 

 

Reported as of July 31, 2021

 

Operating Leases

 

Other current liabilities

 $848 

Operating lease liabilities

  698 

Finance lease liabilities

  0 

Total

 $1,546 

Year ended October 31,

 

Operating Leases

 
     

2022 (excluding three months ended January 31, 2022)

 $613 

2023

  478 

2024

  234 

2025

  13 

2026

  7 

Thereafter

  0 

Total future minimum lease payments

  1,345 

Less imputed interest

  (102)

Total

 $1,243 

Reported as of January 31, 2022

 

Operating Leases

 

Other current liabilities

 $698 

Operating lease liabilities

  545 

Finance lease liabilities

  - 

Total

 $1,243 

 

As of JulyJanuary 31, 2021,2022, operating lease ROU assetsasset was $1.5$1.2 million and operating lease liability totaled $1.5$1.2 million, of which $848,000$698,000 is classified as current. There were 0 finance leases as of JulyJanuary 31, 2021.2022.

The Schrofftech facilities, consisting of two buildings for a total of 10,700 square feet, are leased by RF Industries, Ltd. under two leases that were renewed effective February 1, 2022 for two years expiring January 31, 2024. The aggregate monthly rental payment under the new leases currently is $6,720 per month.

 

 

Note 1312 Line of credit and PPP loans

In November 2019, we entered into an agreement for a revolving line of credit (“LOC”) in the amount of $5.0 million. Amounts outstanding under the LOC shall bear interest at a rate of 2.0% plus LIBOR Daily Floating Rate (“base interest rate”), with interest payable on the first day of each month. Borrowings under the LOC are secured by a security interest in certain assets of the Company. The LOC contains certain loan covenants. Failure to maintain the loan covenants may constitute an event of default, resulting in all outstanding amounts of principal and interest becoming immediately due and payable. All outstanding principal and interest is due and payable on December 1, 2021. On December 30, 2020, we closed the LOC with 0 amounts outstanding.

 

In May 2020, we applied for and received loans under the PPPPaycheck Protection Program (“PPP”) of the CARES Act totaling approximately $2.8 million (“PPP Loans”). The funds from the PPP Loans were used to retain employees, maintain payroll and benefits, and make lease and utility payments. Without the PPP Loans, we would have made material reductions in our workforce (particularly at Cables Unlimited)our New York facility). As of July 31,April 30, 2021, the full amount of the PPP Loans has been forgiven and considered paid in full (including applicable interest).

 

 

Note 1413 Cash dividend and declared dividends

 

We did not pay any dividends during the three or ninemonths ended JulyJanuary 31, 2021,2022, nor did we pay any dividends during the three months ended JulyJanuary 31, 2020. 2021.During

Note 14 Subsequent events

Lease Agreement

On February 1, 2022, the Company entered into an agreement with Sorrento West Properties, Inc., a Delaware corporation, to lease industrial and commercial space located at nine16868 months endedVia Del Campo Court, San Diego, California. The lease provides for an initial term of ten years, commencing on or about July 31, 2020,December 1, 2022, we paid dividendsat an initial monthly base rent of $0.02 per share$139,123.20, plus certain operating expenses.

Credit Facility

On February 25, 2022, the Company entered into a Loan Agreement providing for a total$3 million revolving credit facility (the “Revolving Credit Facility”) and a $17 million term loan (the “Term Loan”, collectively with the “Revolving Credit Facility”, the “Credit Facility”) with Bank of $388,000. America, N.A. (the “Credit Facility Lender”).

 

The primary interest rate for the Revolving Credit Facility is based on the Bloomberg Short-Term Bank Yield Index Rate plus a margin of 2.00%. The maturity date of the Revolving Credit Facility is March 1, 2024. The primary interest rate for Term Loan is 3.76% per annum. The maturity date of the Term Loan is March 1, 2027.

Acquisition of Microlab/FXR LLC

On March 1, 2022, the Company completed its purchase (the “Purchase Transaction”) of 100% of the issued and outstanding membership interests of Microlab/FXR LLC, a New Jersey limited liability company, from Wireless Telecom Group, Inc, a New Jersey corporation (the “Seller”) pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”) dated December 16, 2021, with the Seller. The consideration for the Purchase Transaction was $24,250,000, subject to certain post-closing adjustments as set forth in the Purchase Agreement. The purchase price was paid in cash at the closing. The Company funded $17 million of the cash purchase price from the funds obtained under the Term Loan and paid the remaining amount of the cash purchase price with cash on hand.


 

 

Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations 

 

This report contains forward-looking statements. These statements relate to future events or the Companys future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, will, should, except, plan, anticipate, believe, estimate, predict, potential or continue, the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Company, nor any other person, assumes responsibility for the accuracy and completeness of the forward-looking statements. The Company is under no obligation to update any of the forward-looking statements after the filing of this Quarterly Report on Form 10-Q to conform such statements to actual results or to changes in its expectations.

 

The following discussion should be read in conjunction with the Companys unaudited condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this Form 10-Q. Readers are also urged to carefully review and consider the various disclosures made by the Company which attempt to advise interested parties of the factors which affect the Companys business, including without limitation the disclosures made under the caption Managements Discussion and Analysis of Financial Condition and Results of Operations, under the caption Risk Factors, and the audited consolidated financial statements and related notes included in the Companys Annual Report filed on Form 10-K for the year ended October 31, 20202021 and other reports and filings made with the Securities and Exchange Commission.

17

 

Critical Accounting Policies

 

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to bad debts, inventory reserves, earn-out liabilities, and contingencies on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average cost method of accounting. Certain items in inventory may be considered obsolete or excess and, as such, we periodically review our inventories for excess and slow moving items and make provisions as necessary to properly reflect inventory value. Because inventories have, during the past few years, represented up to one-fourth of our total assets, any reduction in the value of our inventories would require us to take write-offs that would affect our net worth and future earnings.

 

Allowance for Doubtful Accounts

 

We record an allowance for doubtful accounts based upon our assessment of various factors. We consider historical experience, the age of the accounts receivable balance, credit quality of our customers, current economic conditions and other factors that may affect a customer’s ability to pay.

 

Long-Lived Assets Including Goodwill

 

We assess property, plant and equipment and intangible assets, which are considered definite-lived assets, for impairment. Definite-lived assets are reviewed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment and intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.

 

We amortize our intangible assets with definite useful lives over their estimated useful lives and review these assets for impairment.

 

We test our goodwill and trademarks and indefinite-lived assets for impairment at least annually or more frequently if events or changes in circumstances indicate these assets may be impaired. These events or circumstances require significant judgment and could include a significant change in the business climate, legal factors, operating performance indicators, competition and sale or disposition of all or a portion of a division. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

 

16

Earn-out Liability

 

The purchase agreement for the acquisition of Schrofftech providesprovided for an earn-out payment of up to $2.4 million, which amount iswas earned through October 31, 2021. Since the earn-out period has expired, no earn-out liability was required to be recorded for the fiscal quarter ended January 31, 2022. The initial earn-out liability was valued at its fair value using an option pricing based approach with a risk-neutral framework using Black Scholes due to the option-like nature of the earn-out payout structure. The earn-out was and will continue to be revalued quarterly using a present value approach, and any resulting increase or decrease will bewere recorded into selling and general expenses. Any changesChanges in the amount of the actual results and forecasted scenarios could impactresulted in an adjustment to the fair value. Significant judgment iswas employed in determining the appropriateness of the assumptions used in calculating the fair value of the earn-out as of the acquisition date. Accordingly, significant variances between actual and forecasted results or changes in the assumptions can materially impact the amount of contingent consideration expense we record in future periods.

 

Income Taxes

 

We record a tax provision for the anticipated tax consequences of the reported results of operations. Income taxes are accounted for under the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates as of the date of the financial statements that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

The calculation of the tax provision involves significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on our financial condition and operating results. 

 

18

Stock-based Compensation

 

We use the Black-Scholes model to value the stock option grants. This valuation is affected by our stock price as well as assumptions regarding a number of inputs which involve significant judgments and estimates. These inputs include the expected term of employee stock options, the expected volatility of the stock price, the risk-free interest rate and expected dividends.

 

Overview

 

RF Industries, Ltd. (together with subsidiaries, the “Company,” we,” “us,” or “our”) is a national manufacturer and marketer of interconnect products and systems, including coaxial and specialty cables and connectors, fiber optic cables and connectors, and electrical and electronic specialty cables and components. Through our manufacturing and production facilities, we provide a wide selection of interconnect products and solutions primarily to telecommunications carriers and equipment manufacturers, wireless and network infrastructure carriers and manufacturers and to various original equipment manufacturers (“OEMs”)(OEMs) in several market segments. Since the acquisition of Schrofftech in November 2019, we also manufacture and sell energy-efficient cooling systems and integrated small cell solutions and related components.

 

We operate through two reporting segments: (i) the RF Connector and Cable Assembly (“RF Connector”) segment, and (ii) the Custom Cabling Manufacturing and Assembly (“Custom Cabling”) segment. The RF Connector segment primarily designs, manufactures, markets and distributes a broad range of connector and cable products, including coaxial connectors and cable assemblies that are integrated with coaxial connectors, used in telecommunications and information technology OEM markets and other end markets. The Custom Cabling segment designs, manufactures, markets and distributes custom copper and fiber cable assemblies, complex hybrid fiber optic and power solution cables, electromechanical wiring harnesses, wiring harnesses for a broad range of applications in a diverse set of end markets, energy-efficient cooling systems for wireless base stations and remote equipment shelters and custom designed, pole-ready 5G small cell integrated enclosures.

 

For the ninethree months ended JulyJanuary 31, 2021,2022, most of our revenues were generated from the Custom Cabling segment from the sale of fiber optics cable, copper cabling, custom patch cord assemblies, and wiring harnesses, which collectively accounted for 70%77% of the Company’s total sales. Revenues from the RF Connector segment were generated from the sales of RF connector products and cable assemblies and accounted for 30%23% of total sales for the ninethree months ended JulyJanuary 31, 2021.2022. The RF Connector segment mostly sells standardized products regularly used by customers and, therefore, has a more stable revenue stream. On the other hand, the Custom Cabling segment mostly designs, manufactures, and sells customized cabling and wireless-related equipment under larger purchase orders. Accordingly, the Custom Cabling segment is more dependent upon larger project orders, and its revenues are therefore, more volatile than the revenues of the RF Connector segment.

 

On March 1, 2022, the Company purchased Microlab/FXR LLC, a New Jersey limited liability company (“Microlab”), from Wireless Telecom Group, Inc. for $24,250,000, subject to certain post-closing adjustments. The purchase price was paid in cash at the closing. The Company funded $17 million of the cash purchase price from the funds obtained under the term loan it obtained from Bank of America, N.A. (the “Credit Facility Lender”) and paid the remaining amount of the cash purchase price with cash on hand. The purpose of the acquisition is to acquire a synergistic business that is expected to both (i) be accretive to the financial performance of the Company and (ii) enhance our market position by providing a broader and deeper product portfolio, accelerating our product and innovation roadmap, expanding our production capabilities, and enhancing our customer relationships.

17

In order to fund the purchase of Microlab, on February 25, 2022, the Company entered into a Loan Agreement with the Credit Facility Lender, which facility provides the Company with a $3 million revolving credit facility (the “Revolving Credit Facility”) and a $17 million term loan (the “Term Loan”, collectively with the “Revolving Credit Facility”, the “Credit Facility”). The primary interest rate for Term Loan is 3.76% per annum. The maturity date of the Term Loan is March 2020,1, 2027. Borrowings under the World Health Organization (the “WHO”) declared coronavirus (“COVID-19”) a pandemic emergency. Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by all personal property of the Company and certain of its subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) consolidated debt to EBITDA ratio not to exceed 3.00 to 1.00; (ii) consolidated fixed charge coverage ratio of at least 1.25 to 1.00; and (iii) consolidated minimum EBITDA of at least $600,000 for the discrete quarter ending January 31, 2022. In addition, the Credit Facility contains customary affirmative and negative covenants.

The COVID-19 coronavirus pandemic, hasin its various strains, negatively impacted regional and global economies, disrupted global supply chains, and created significant volatility and disruption of financial markets. The global impact of the outbreak has been rapidly evolving and certain jurisdictions, including in regions where we or third parties on which we rely have manufacturing facilities, have also reacted by instituting quarantines, restrictions on travel, social distancing protocols and restrictions on types of business that may continue to operate. While we have continued our operations during the pandemic, the impact of the COVID-19 pandemic has affected both our operations and those of our vendors and customers. Our operations in both the 2020 and 2021 periods were negatively affected by partial shutdowns of our facilities (particularly in the Northeast), by changes that we had to make on our operating methods and procedures, and by a fluctuating workforce as at times, some of our employees stayed at home. Many of our customers and vendors have likewise had temporary closures of their facilities and have otherwise been impacted by changes in their industries. As a result, there has been some volatility in the overall demand for our products, and certain costs have increased. We have taken measures to protect the health and safety of our employees, and we continue to work with our customers and vendors to minimize potential disruptions in addressing the challenges posed by this global pandemic.

The extent of the impact of the COVID-19 pandemic on our future operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by domestic and international jurisdictions to prevent disease spread, all of which are uncertain and cannot be predicted. The outbreak impacted our performance in fiscal year 20202021 and for the ninethree months ended JulyJanuary 31, 2021.2022. During the periods covered by this report, the operations at all locations were affected intermittently as some of our employee schedules were impacted, and as certain customers scaled back operations or otherwise delayed or deferred orders for our products. Because of the impact that COVID-19 had on our operations, in May 2020 we applied for and received loans under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act, H.R. 748 (“CARES ActAct”)  totaling approximately $2.8 million (“PPP Loans”). The funds from the PPP Loans were used to retain employees, maintain payroll and benefits, and make lease and utility payments. Without the PPP Loans, we would have made material reductions in our workforce (particularly at Cables Unlimited). In February 2021, all of the $2.8 million of PPP Loans were forgiven and considered paid in full (including applicable interest) by the Small Business Administration (“SBA”).

 

In March 2021, the Internal Revenue Service (“IRS”) released Notice 2021-20, which retroactively eliminated the restriction that prevented employers who received a PPP loan from qualifying for the Employee Retention Credit (“ERC”). This action enabled us to apply for the ERC. The ERC, which is a refundable tax credit against certain employment wages.taxes. Upon determination that the employer has complied with all of the conditions required to receive the credit, a receivable is recognized and the credit reduces salaries and wages. For the nine monthsfiscal year ended JulyOctober 31, 2021, we qualified and filed to claim the ERC and have recorded thisthe credit as an othera receivable classified in other current assets.Other Current Assets. As of JulyJanuary 31, 2021, the amount of2022, we carried a $1.8 million the ERC that we were eligible to receive is $2.8 million, which amount reduced our labor costs during the nine-month period.receivable in Other Current Assets.

19

 

Liquidity and Capital Resources

 

Historically, we have been able to fund our liquidity and other capital requirements from funds we generated from operations. WhileOn March 1, 2022, we still believe that our existing current assets,acquired Microlab. In connection with the purchase of Microlab, we entered into the Credit Facility and borrowed the full $17 million amount of cash we anticipate will be generated from on-going operations, and funds we received fromavailable under the PPP Loans collectively will be sufficient to fund our anticipated liquidity and capital resource needs for at least twelve months fromTerm Loan. As of the date of this filing, there are some uncertainties because ofreport, we have not borrowed any amounts under the unknown future impact of the COVID-19 pandemic on our business. Nevertheless, weRevolving Credit Facility. We believe that our existing assets and the cash we expect to generate from operations including(including those of Microlab) and from our current backlog of unfulfilled orders, will be sufficient to fund our liquidity needs during the next twelve months from the date of this filing based on the following:

 

As of JulyJanuary 31, 2021,2022, we had a total of $12.6$13.5 million of cash and cash equivalents compared to a total of $15.8$13.1 million of cash and cash equivalents as of October 31, 2020.2021. As of JulyJanuary 31, 2021,2022, we had working capital of $30.6$31.3 million and a current ratio of approximately 5.4:4.2:1 with current assets of $37.6$41 million and current liabilities of $7.0$9.7 million. On March 1, 2022 we used $7.3 million of our cash to fund a portion of the purchase price paid to acquire Microlab. Nevertheless, we believe that the amount of cash remaining, plus the amount available to us under the Revolving Credit Facility, will be sufficient to fund our anticipated liquidity needs.

 

As of JulyJanuary 31, 2021,2022, we had $31.9$27.9 million of backlog, compared to $6.3$33.3 million as of October 31, 2020.2021. Since purchase orders are submitted from customers based on the timing of their requirements, our ability to predict orders in future periods or trends in future periods is limited. Furthermore, purchase orders may be subject to cancellation from customers, although we have not historically experienced material cancellations of purchase orders.

 

In the ninethree months ended JulyJanuary 31, 2021,2022, we used $3.6generated $0.6 million of cash in our operating activities despiteactivities. This net inflow of cash is primarily related to the collections of accounts receivable of $3.0 million, $0.2 million from depreciation and amortization and $0.1 million from stock-based compensation expense. The cash usage was primarily due to an increase to our inventory purchases ($2.3 million) and our net income of $5.4 million. The net outflow of cash was due in part to increased inventory purchases (which increased our inventory balance by $1.8 million), and cash used for other current assetsloss ($3.30.3 million). The cash used for other current assets represents i) taxof ($0.7 million) which consists of ($0.2 million) in application of prepaid taxes, ($0.3 million, of which $0.2 million related to Microlab) in prepaid expenses and ($0.2 million) in deposits for inventory purchases.

The acquisition of Microlab will affect both our liquidity and our capital resources in the near future. In order to acquire Microlab, we used $7.3 million of our cash on hand to pay a portion of the purchase price, thereby reducing the amount available for future acquisitions, for investments in the expansion of our existing businesses and assets, or as a reserve for unanticipated financial requirements. For example, during the three months ended January 31, 2022, we spent $103,000 on capital expenditures, of which $13,000 related to purchases in preparation of the Microlab. We may be required to make additional future capital expenditures to integrate Microlab with our other operations or to relocate or consolidate the facilities of Microlab and one or more of other subsidiaries. Also, in order to purchase Microlab, we borrowed $17 million under the Term Loan. The future monthly payments we made that we are expectedof principal and interest will negatively impact our future cash available from operations and our liquidity. Although the acquisition of Microlab is anticipated to get refunded back of $0.7 million duebe accretive and to generate positive cash flow, the actual impact of the passageacquisition of Microlab on our consolidated financial results, and the operating synergies that will actually be generated from the integration of Microlab with our other operations, are currently unknown. In the event that the future operating and financial results of Microlab are less than anticipated, or if some of the Consolidated Appropriations Act (“CAA”)anticipated synergies are not realized, our liquidity and capital resources may be further negatively impacted by the acquisition of that allows for PPP loan expenses to be deducted on our tax return, and (ii) employee tax payments for which we will receive future tax credits of $2.8 million. The foregoing cash usage was partially offset by an increase in cash from noncash credits of $0.8 million as a result of the passage of the CAA, $0.6 million from depreciation and amortization, $0.6 million from stock-based compensation expense, and $4.9 million from the increase in accounts receivable as a result of the increase in sales.company.

 

During the nine months ended July 31, 2021, we also spent $0.2 million on capital expenditures. The cash used in operating activities and the amounts spent on capital expenditures were partially offset by $0.6 million of proceeds that we received from the exercise of stock options. As a result of the cash received from the exercise of stock options that partially offset our net cash used in operating and investing activities, our cash and cash equivalent balance decreased by $3.2 million during the July 31, 2021 nine-month period.

18

 

We do not anticipate makingOur goal to expand and grow our business both organically and through acquisitions may require material additional capital equipment in the next twelve months.equipment. In the past, we have purchased all additional equipment, or financed some of our equipment and furnishings requirements through capital leases. NoCurrently, no additional capital equipment purchases have been currently identified that would require significant additional leasing or capital expenditures during the next twelve months.

In November 2019, We also believe that based on our current financial condition, our current backlog of unfulfilled orders and our anticipated future operations, we entered into a $5.0 million revolving line of credit that bore interest at a rate of 2.0% plus LIBOR Daily Floating Rate. We never used the line of credit and on December 30, 2020, we closed the line of credit. Accordingly, we currently do not have a credit facility availablewould be able to us should we need to borrow amounts to fund eitherfinance our working capital needs or any future unplanned capital expenditures.expansion, if necessary.

 

From time to time, we may undertake acquisitions of other companies or product lines in order to diversify our product and solutions offerings and customer base. Conversely, we may undertake the disposition of a division or product line due to changes in our business strategy or market conditions. Acquisitions may require the outlay of cash, which may reduce our liquidity and capital resources while dispositions may increase our cash position, liquidity and capital resources. Since our goal is to continue to expand our operations and accelerate our growth through future acquisitions, we may use some of our current capital resources to fund any acquisitions we may undertake in the future.

 

Results of Operations

 

Three Months Ended JulyJanuary 31, 20212022 vs. Three Months Ended JulyJanuary 31, 20202021

 

Net sales for the three months ended JulyJanuary 31, 20212022 (the “fiscal 20212022 quarter”) increased by 60%69%, or $5.7$6.9 million, to $15.3$16.9 million as compared to the three months ended JulyJanuary 31, 20202021 (the “fiscal 20202021 quarter”) due to an increase in net sales at the Custom Cabling segment.. Net sales infor the fiscal 2022 quarter at the Custom Cabling segment increased by $5.4$6.6 million, or 91%102%, to $11.3$13.0 million, compared to $5.9$6.4 million in the fiscal 2020 quarter2021 quarter. The increase was primarily becausethe result of increased salesproject-based wireless carrier macro and tower site business related to the sale of products to wireless carriers, including fiber optic cables used in the build out of 4G and 5G networks.  Net sales for the fiscal 20212022 quarter at the RF Connector segment increased by $0.3 million, or 9%10%, to $3.9 million as compared to $3.6 million in the fiscal 2020 quarter due primarily to the general recovery of spend in the wireless market including the return of certain project-related deployments in locations like stadiums, large office buildings, and other public use venues.2021 quarter.

20

 

Gross profit for the fiscal 20212022 quarter increased by $2.3$1.5 million to $5.1$4.1 million and gross margins increased to 33.1% of sales compared to 28.6% of net sales in the fiscal 2020 quarter due primarily to the ERC that the Company was eligible to claim for the production employees. The ERC refundable employee tax credit reduced our labor costs and thereby increased our gross profits. Excluding the benefit of the ERC, our gross profits for the fiscal 2021 quarter would have been $4.2 million, which is an increase of $1.5 million compared to the fiscal 2020 quarter, and gross margins would have been 27.7%. The increase in gross margins is primarily due to the increase in net sales, at the Custom Cabling segmentalthough gross margins decreased to 24.1% of sales compared to 26.1% of sales in the fiscal 2021 quarter.

 

Engineering expenses remained flat betweenincreased by $23,000 to $454,000 in the fiscal 2022 quarter compared to $431,000 in the fiscal 2021 and 2020 quarters at $0.4 millionquarter primarily due to the ERCengineering efforts associated with the Company was eligible to claim forincrease in sales, which costs are included in the engineering employees. Excluding the benefit of the ERC, engineering expenses would have been $0.5 million, which is an increase of $0.1 million compared to the fiscal 2020 quarter. This increase is due to the increased business at the Custom Cabling segment, which required added research and development costs to support the business growth.costs. Engineering expenses represent costs incurred relating to the ongoing research and development of new products.

 

Selling and general expenses increased by $1.0$1.3 million to $3.5$4.0 million (23%(24% of sales) compared to $2.5$2.8 million (26%(28% of sales) in the thirdfirst quarter last year primarily due to (i) $0.3$0.7 million valuation adjustmentof acquisition related expenses and other one-time charges (including attorney fees and due diligence fees) related to the Schrofftech earn-out liability made in the third quarter last year that resulted in a reduction to sellingrecent acquisition of Microlab. Selling and general expenses (no valuation adjustment was made during the current period), (ii) a non-cash expense resulting from the accelerated vesting of an officer’s unvested remaining options upon the renewal of his employment agreement ($0.2 million), and (iii) increase in commissions payablealso increased as a result of the increase in net sales ($0.1 million). The ERCduring the Company was eligible to claim for the general and administrative employees had minimal impact this quarter since most of the ERC for general and administrative employees were taken in ourcurrent fiscal second quarter. Excluding the benefit of the ERC, selling and general expenses would have been $3.4 million (22% of sales).  This is lower than the selling and general expenses including the ERC as there were some credits included in our fiscal second quarter that were reallocated in the fiscal third quarter to cost of goods sold.year period.

 

For the fiscal 20212022 quarter, the Custom Cabling segment andhad a pretax income of $314,000 while the RF Connector segment had pretax income of $0.9 million and $0.3 million, respectively,$56,000, as compared to $0.7$1.0 million loss and $0.5 million of income, respectively, for the comparable thirdfirst quarter last year. The decrease in the pretax net income at the RF Connector segment was primarily due to decline in gross margin as well as an increase in selling and administrative expenses to support a higher sales number. The increase in pretax income at both the Custom Cabling and RF Connector segments in the fiscal 2021 quartersegment was due primarily due to the increase in sales and in part,of hybrid fiber to the ERC the Company was eligible to claim.a tier-1 wireless customer.

 

ForThe benefit for income taxes was 22% and 32% of loss before income taxes for the fiscal 20212022 quarter and 2020 quarters, we recorded income tax provisions (benefits) of $272,000 and ($137,000), respectively. The effective tax rate was 22.7% for the fiscal 2021 quarter, compared to (62.5%) for the fiscal 2020 quarter.respectively. The change in the effective tax rate forfrom the fiscal 2021 and 2020 quartersquarter to fiscal 2022 quarter was primarily driven by the disproportionate impact of various permanent book-tax differences with respect to our forecasted book income or loss in each period.

 

For the fiscal 20212022 quarter, net incomeloss was $0.9 million$277,000 and fully diluted earningsloss per share was $0.09$0.03 per share, compared to a net loss of $0.1 million$403,000 and fully diluted lossearnings per share of $0.01$0.04 per share for the fiscal 20202021 quarter. For the fiscal 20212022 quarter, the diluted weighted average shares outstanding was 10,150,39610,067,186 as compared to 9,714,700 for the fiscal 2020 quarter.

Nine Months Ended July 31, 2021 vs. Nine Months Ended July 31, 2020

Net sales for the nine months ended July 31, 2021 (the “fiscal 2021 nine-month period”) of $36.3 million increased by 12%, or $4.0 million, compared to the nine months ended July 31, 2020 (the “fiscal 2020 nine-month period”) due primarily to an increase in sales at the Custom Cabling segment. Net sales at the Custom Cabling segment increased by $3.5 million, or 16%, to $25.3 million compared to $21.8 million in the fiscal 2020 nine-month period. The increase reflects the increase in sales to wireless carriers, including sales of fiber optic cables used in the build out of 4G and 5G networks. Net sales9,864,689 for the fiscal 2021 nine-month period at the RF Connector segment increased by $0.5 million, or 5%, to $11.1 million compared to $10.6 million in the fiscal 2020 nine-month period.quarter.

Gross profit for the fiscal 2021 nine-month period increased by $3.9 million to $12.4 million and gross margins increased to 34.2% of sales from 26.5% of sales in the fiscal 2020 nine-month period. The increase in gross profit and gross margins was primarily due to the ERC that the Company was eligible to claim for production employees. The ERC refundable employee tax credit reduced our labor costs and thereby increased our gross profits. Excluding the benefit of the ERC, our gross profits for the fiscal 2021 nine-month period would have been $9.8 million, which is an increase of $1.2 million compared to the fiscal 2020 nine-month period, and gross margins would have been 27.0%.

Engineering expenses decreased $0.6 million to $1.0 million for the fiscal 2021 nine-month period compared to $1.6 million in the fiscal 2020 nine-month period primarily due to the ERC the Company was eligible to claim for engineering employees. Excluding the benefit of the ERC, engineering expenses would have been $1.3 million, which is a decrease of $0.2 million compared to the fiscal 2020 nine-month period. This decrease is due to a reduction in engineering marketing personnel, which costs are included in the engineering costs.

Selling and general expenses increased by $0.7 million to $8.1 million (22% of sales) compared to $7.4 million (23% of sales) in the nine-month period last year primarily due to (i) smaller valuation adjustment to the Schrofftech earn-out liability ($0.4 million) compared to the valuation adjustment in the nine-month period last year ($0.7 million), (ii) the non-cash expense resulting from the accelerated vesting of an officer’s unvested remaining options ($0.2 million), and (iii) increase in commissions due to the increase in sales ($0.1 million). The increase is also due in part to the hiring of additional sales people in the last half of the 2020 fiscal year and in the first quarter of fiscal 2021. Excluding the benefit of the ERC, selling and general expenses would have been $8.7 million (24% of sales), which is an increase of $1.1 million compared to the fiscal 2020 nine-month period.

21

In February 2021, all of the $2.8 million of PPP Loans were forgiven and considered paid in full (including applicable interest), which debt forgiveness is reflected as “Other Income”.

For the fiscal 2021 nine-month period, pretax income for the Custom Cabling segment and the RF Connector segment was $1.1 million and $2.2 million, respectively, as compared to $1.9 million loss and $1.5 million of income, respectively, for the comparable nine-month period last year. The pretax income at the Custom Cabling and RF Connector segments in the nine-month period of fiscal 2021 was primarily due to the ERC the Company was eligible to claim and the PPP Loan forgiveness.

For the fiscal 2021 and 2020 nine-month periods, we recorded income tax provisions (benefits) of $727,000 and ($148,000), respectively. The effective tax rate was 22.1% for the fiscal 2021 nine-month period, compared to 38.2% for the fiscal 2020 nine-month period. The fiscal 2021 nine-month period’s effective tax rate is excluding the PPP Loan forgiveness classified in Other Income. The change in effective tax rate for the fiscal 2021 and 2020 nine-month periods was primarily driven by the disproportionate impact of various permanent book-tax differences with respect to our forecasted book income or loss in each period.

For the fiscal 2021 nine-month period, net income was $5.4 million and fully diluted income per share was $0.53 per share as compared to a net loss of $0.2 million and fully diluted loss per share of $0.02 per share for the fiscal 2020 nine-month period. For the fiscal 2021 nine-month period, the diluted weighted average shares outstanding was 10,131,172 as compared to 9,661,054 for the fiscal 2020 nine-month period.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Nothing to report.Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

 

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide reasonable assurance only of achieving the desired control objectives, and we necessarily are required to apply our judgment in weighing the costs and benefits of possible new or different controls and procedures. Limitations are inherent in all control systems, so no evaluation of controls can provide absolute assurance that all control issues and any fraud have been detected. Because of the inherent limitations, we regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, and to maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

 

19

As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, we concluded that our disclosure controls and procedures were effective as of that date.

 

Changes in Internal Control Over Financial Reporting

 

During the thirdfirst quarter of fiscal 2021,2022, there were no changes in the internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchangeexchange Act, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. As of the date of this report, we are not subject to any proceeding that is not in the ordinary course of business or that is material to the financial condition of our business.

 

Item 1A. Risk Factors

 

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended October 31, 20202021 filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. Further, the current coronavirus (“COVID-19”) pandemic and actions taken to address the pandemic may exacerbate the risks described in our SEC reports.reports filed with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.

 

The acquisition of Microlab will affect both the Companys liquidity and its capital resources in the near future.

As of January 31, 2022, we had a total of $13.5 million of cash and cash equivalents. On March 1, 2022, we purchased Microlab from Wireless Telecom Group, Inc. for $24,250,000, subject to certain post-closing adjustments. The Company funded $17 million of the cash purchase price from the funds obtained under the term loan it obtained from Bank of America, N.A. (the “Credit Facility Lender”) and paid the remaining amount of the cash purchase price with cash on hand. In order to acquire Microlab, we used $7.3 million of our cash on hand to pay a portion of the purchase price, thereby reducing the amount of cash available for future acquisitions, for investments in the expansion of our existing businesses and assets, or as a reserve for unanticipated financial requirements.

The Company entered into a Loan Agreement to fund its acquisition of Microlab, which may expose the Company and its subsidiaries to additional risks, including risks associated with the inability to repay the loan on a timely basis.

On February 25, 2022, the Company entered into a Loan Agreement with the Credit Facility Lender, which facility provides the Company with a $3 million revolving credit facility (the “Revolving Credit Facility”) and a $17 million term loan (the “Term Loan”, collectively with the “Revolving Credit Facility”, the “Credit Facility”). The Company borrowed the full $17 million amount available under the Term Loan in order to fund the purchase of Microlab. The maturity date of the Term Loan is March 1, 2027. Borrowings under the Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by all personal property of the Company and certain of its subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) consolidated debt to EBITDA ratio not to exceed 3.00 to 1.00; (ii) consolidated fixed charge coverage ratio of at least 1.25 to 1.00; and (iii) consolidated minimum EBITDA of at least $600,000 for the discrete quarter ending January 31, 2022. In addition, the Credit Facility contains customary affirmative and negative covenants. In the event that the Company is unable to pay its obligations on the Credit Facility on a timely basis, maintain the financial covenants under the Loan Agreement or otherwise defaults on its obligations under the Loan Agreement, the Credit Facility Lender will have a right to foreclose on personal property of the Company and certain of its subsidiaries.

Global economic conditions and any related impact on our supply chain and the markets where we do business could adversely affect our results of operations.

The uncertain state of the global economy (including the current conflict between Russia and Ukraine and related economic and other retaliatory measures taken by the United States, European Union and others) continues to impact businesses around the world. Deteriorating economic conditions or financial uncertainty in any of the markets in which we sell our products could reduce business confidence and adversely impact spending patterns, and thereby could adversely affect our sales and results of operations. In challenging and uncertain economic environments such as the current one, we cannot predict whether or when such circumstances may improve or worsen, or what impact, if any, such circumstances could have on our business, financial condition and results of operations, or on the price of our common stock.

Recent inflationary pressures have increased the cost of energy and raw materials and may adversely affect our results of operations. If inflation continues to rise and further impact the cost of energy and raw materials, we may not be able to offset cost increases to our products through price adjustments without negatively impacting consumer demand, which could adversely affect our sales and results of operations.

2220

The COVID-19 pandemic has adversely impacted, and poses risks to, our business, the nature and extent of which are highly uncertain and unpredictable. In March 2020, the WHO characterized COVID-19 as a pandemic. This pandemic has resulted in a global health crisis that is adversely affecting broader economies, financial markets, and the business environment worldwide. We are monitoring the global impact of the COVID-19 pandemic and taking steps to mitigate the accompanying impact on our business by working with our employees, customers, suppliers, and other stakeholders. The pandemic is adversely affecting, and is expected to continue to adversely affect, certain elements of our business. Portions of our workforce may be unable to work effectively due to illness and containment measures, including quarantines, illness precautions, travel restrictions, and other restrictions. We experienced volatility in customer demand as their businesses were impacted by the pandemic. If the pandemic continues, recurs, or worsens, we may experience additional adverse impacts on our operational and commercial activities, including rising costs, volatility in customer orders and purchases and declines in our collections of accounts receivable. Furthermore, the pandemic has impacted and may further impact the broader U.S. economy, including negatively impacting economic growth, the proper functioning of financial and capital markets and interest rates, all of which could lead to a decline in our net sales. Due to the speed with which the situation is developing, the breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its duration, ultimate impact and the timing of recovery. Therefore, the pandemic could lead to an extended disruption of economic activity and the impact on our stock price, access to capital, consolidated results of operations, financial position and cash flows could be material.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The following table sets forth information regarding the shares of common stock cancelled, and deemed to have been repurchased, during the three months ended JulyJanuary 31, 20212022 in connection with employee tax withholding for shares of restricted stock that vested under our 2020 Equity Incentive Plan.

 

Period

 

Total

number of

shares

purchased

  

Average

price paid

per share

  

Total number of

shares purchased as

part of publicly

announced plans or

programs

  

Approximate dollar

value of shares that

may yet be purchased

under the plans or

programs

 

May 2021

  -  $-   -  $- 

June 2021

  -  $-   -  $- 

July 2021

  261  $7.74   -  $- 

Period

 

Total

number of

shares

purchased

  

Average

price paid

per share

  

Total number of

shares purchased

as part of publicly

announced plans or

programs

  

Approximate dollar

value of shares that

may yet be purchased

under the plans or

programs

 

November 2021

  -  $-   -  $- 

December 2021

  -  $-   -  $- 

January 2022

  2,062  $7.38   -  $- 

 

Item 3. Defaults upon Senior Securities

 

Nothing to report.

 

Item 4. Mine Safety Disclosures

 

Nothing to report.

 

Item 5. Other Information

 

Nothing to report.

 

Item 6. Exhibits

 

Exhibit

 

Number

10.1

Description of the Fiscal Year 2022 Management Incentive Equity and Cash Compensation Plan (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2022).

10.2

Membership Interest Purchase Agreement dated as of December 16, 2021 by and among RF Industries, Ltd., Wireless Telecom Group, Inc., and Microlab/FXR LLC (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2021).

 

31.1:

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

31.2:

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

32.1:

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  

32.2:

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  

101.INS

Inline XBRL Instance Document.

  

101.SCH

Inline XBRL Taxonomy Schema.

  

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase.

  

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase.

  

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase.

  

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase.

  
104Cover Page Interactive Data File formatted in(formatted as Inline Extensible Business Reporting Language (iXBRL)XBRL and contained in Exhibit 101101)

 


21

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   
 

RF INDUSTRIES, LTD.

   

Date: September 13, 2021March 17, 2022

By:  

/s/ Robert Dawson

 

Robert Dawson

President and Chief Executive Officer

(Principal Executive Officer)

 

 

Date: September 13, 2021March 17, 2022

By:

/s/ Peter Yin

 

Peter Yin

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

2422