10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 March 17, 2022 was 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)

	January 31,		October 31,
	2022		2021
	(Unaudited)		(Note 1)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	13,507	$	13,053
Trade accounts receivable, net of allowance for doubtful accounts of $83 and $87, respectively		10,514		13,523
Inventories		13,477		11,179
Other current assets		3,586		2,893
TOTAL CURRENT ASSETS		41,084		40,648
Property and equipment:
Equipment and tooling		4,075		3,986
Furniture and office equipment		1,101		1,086
		5,176		5,072
Less accumulated depreciation		4,449		4,364
Total property and equipment, net		727		708
Operating lease right of use assets, net		1,204		1,453
Goodwill		2,467		2,467
Amortizable intangible assets, net		2,644		2,739
Non-amortizable intangible assets		1,174		1,174
Deferred tax assets		366		389
Other assets		70		70
TOTAL ASSETS	$	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)

	January 31,		October 31,
	2022		2021
	(Unaudited)		(Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	3,382	$	3,504
Accrued expenses		5,659		5,034
Current portion of operating lease liabilities		698		832
TOTAL CURRENT LIABILITIES		9,739		9,370
Operating lease liabilities		545		675
TOTAL LIABILITIES		10,284		10,045
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
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		24,427		24,301
Retained earnings		14,924		15,201
TOTAL STOCKHOLDERS' EQUITY		39,452		39,603
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	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 January 31,
	2022			2021
Net sales	$	16,918		$	10,002
Cost of sales		12,834			7,396
Gross profit		4,084			2,606
Operating expenses:
Engineering		454			431
Selling and general		3,992			2,764
Total operating expenses		4,446			3,195
Operating loss		(362	)		(589	)
Other income (expense)		5			(8	)
Loss before benefit for income taxes		(357	)		(597	)
Benefit from income taxes		(80	)		(194	)
Consolidated net loss	$	(277	)	$	(403	)
Loss per share
Basic	$	(0.03	)	$	(0.04	)
Diluted	$	(0.03	)	$	(0.04	)
Weighted average shares outstanding
Basic		10,067,186			9,864,689
Diluted		10,067,186			9,864,689

See Notes to Unaudited Condensed Consolidated Financial Statements.

4

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 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			-		-			-			-
Tax withholding related to vesting of restricted stock		(2,062	)		-		(13	)		-			(13	)
Consolidated net loss		-			-		-			(277	)		(277	)
Balance, January 31, 2022		10,096,175		$	101	$	24,427		$	14,924		$	39,452

	For the Three Months ended January 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		118,189			1		384			-			385
Stock-based compensation expense		-			-		123			-			123
Issuance of restricted stock		36,834			1		(1	)		-			-
Forfeiture of restricted stock		(4,318	)		-		-			-			-
Tax withholding related to vesting of restricted stock		(2,367	)		-		(11	)		-			(11	)
Consolidated net loss		-			-		-			(403	)		(403	)
Balance, January 31, 2021		9,962,456		$	100	$	23,441		$	8,617		$	32,158

See Notes to Unaudited Condensed Consolidated Financial Statements.

5

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Three Months Ended January 31,
	2022			2021
OPERATING ACTIVITIES:
Consolidated net loss	$	(277	)	$	(403	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Bad debt expense		(4	)		(15	)
Depreciation and amortization		180			237
Stock-based compensation expense		139			123
Tax payments related to shares cancelled for vested restricted stock awards		(13	)		(11	)
Deferred income taxes		23			766
Changes in operating assets and liabilities:
Trade accounts receivable		3,013			529
Inventories		(2,299	)		(433	)
Other current assets		(693	)		(1,326	)
Right of use assets		(15	)		(6	)
Accounts payable		(122	)		35
Accrued expenses		625			44
Income tax payable		-			(43	)
Other current liabilities		-			296
Other long-term liabilities		-			(370	)
Net cash provided by (used in) operating activities		557			(577	)
INVESTING ACTIVITIES:
Capital expenditures		(103	)		(116	)
Net cash used in investing activities		(103	)		(116	)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options		-			385
Net cash provided by financing activities		-			385
Net increase (decrease) in cash and cash equivalents		454			(308	)
Cash and cash equivalents, beginning of period		13,053			15,797
Cash and cash equivalents, end of period	$	13,507		$	15,489
Supplemental cash flow information – income taxes paid	$	156		$	6

See Notes to Unaudited Condensed Consolidated Financial Statements.

6

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, 2021 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, 2021 included in our Annual Report on Form 10-K (“Form 10-K”) for the year ended October 31, 2021 that was previously filed with the Securities and Exchange Commission (“SEC”). Operating results for the three months ended January 31, 2022 are not necessarily indicative of the results that may be expected for the year ending October 31, 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” 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 three months ended January 31, 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 Act") totaling approximately $2.8 million (“PPP Loans”). See Note 12 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 fiscal year ended October 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 January 31, 2022. Although no impairment indicators were identified, it is possible that impairments could emerge as the impact of the pandemic 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") specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the following fair-value hierarchy:

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

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

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

As of January 31, 2022 and October 31, 2021, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximated their carrying value due to their short-term nature. See Note 4 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 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 January 31, 2022 or October 31, 2021.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new ASU also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates. These changes aim to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing the disclosures. The guidance was effective for the Company beginning on November 1, 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.

8

 

Note 2 – Inventories and major vendors

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

	January 31, 2022		October 31, 2021
Raw materials and supplies	$	8,648	$	6,422
Work in process		355		381
Finished goods		4,474		4,376
Totals	$	13,477	$	11,179

For the three months ended January 31, 2022, two vendors accounted for 30% and 10% of inventory purchases. No vendors accounted for more than 10% of inventory purchases for the three months ended January 31, 2021. We have arrangements with these vendors to purchase products based on purchase orders that we periodically issue.

Note 3 – Other current assets

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

	January 31, 2022		October 31, 2021
Employee retention credit ("ERC")	$	1,774	$	1,774
Prepaid taxes		469		314
Prepaid expense		779		439
Other		564		366
Totals	$	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. As of January 31, 2022, the remaining portion of the ERC that we have not yet received is included as other receivables in other current assets.

Note 4 – Accrued expenses and other current liabilities

Accrued expenses consist of the following (in thousands):

	January 31, 2022		October 31, 2021
Wages payable	$	1,917	$	2,607
Accrued receipts		2,458		1,711
Other accrued expenses		1,284		716
Totals	$	5,659	$	5,034

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

The purchase agreement for the Schrofftech acquisition provided for earn-out payments of up to $2,400,000, which were 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 revalued quarterly using a present value approach and any resulting increase or decrease was recorded into selling and general expenses. Significant variances between actual and forecasted results or changes in the assumptions affected the amount of contingent consideration expense that we 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 estimated 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). At October 31, 2021, 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.

9

 

The following table summarizes the changes to the Level 3 liabilities measured at fair value for the three months ended January 31, 2022 and 2021 (in thousands):

	Level 3
	January 31, 2022		January 31, 2021
Beginning balance	$	-	$	370
Change in value		-		(74	)
Ending balance	$	-	$	296

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

Note 5 – Loss per share

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding increased by the effects of assuming that other potentially dilutive securities (such as stock options) outstanding during the period had been exercised and the treasury stock method had been applied. During the three months ended January 31, 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 459,889 and 331,338 shares for the three months ended January 31, 2022 and 2021, respectively, and were excluded from the calculation of diluted per share amounts because of their anti-dilutive effect.

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

	Three Months Ended January 31,
	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 6 – Stock-based compensation and equity transactions

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 January 10, 2022, we granted a total of 39,666 shares of restricted stock and 106,001 incentive stock options to one manager and three officers. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 10, 2023; 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.

No other shares or options were granted to company employees during the three months ended January 31, 2022 and 2021.

The weighted average fair value of employee stock options that were granted during the three months ended January 31, 2022 and 2021 was estimated to be $3.84 and $2.46, respectively, per share, using the Black-Scholes option pricing model with the following assumptions:

	Three Months Ended January 31,
	2022			2021
Risk-free interest rate		1.23	%		0.39	%
Dividend yield		0.00	%		0.00	%
Expected life of the option (in years)		7.00			7.00
Volatility factor		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 2022 and 2021 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.

10

 

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, 2021. A summary of the status of the options granted under our stock option plans as of January 31, 2022 and the changes in options outstanding during the three months then ended is presented in the table that follows:

			Weighted
			Average
	Shares		Exercise Price
Outstanding at November 1, 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 January 31, 2022: 6.67 years

Weighted average remaining contractual life of options exercisable as of January 31, 2022: 5.67 years

Weighted average remaining contractual life of options vested and expected to vest as of January 31, 2022: 6.67 years

Aggregate intrinsic value of options outstanding at January 31, 2022: $1,372,439

Aggregate intrinsic value of options exercisable at January 31, 2022: $639,653

Aggregate intrinsic value of options vested and expected to vest at January 31, 2022: $1,363,724

As of January 31, 2022, $865,000 and $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 2.72 and 1.42 years, respectively.

Under the compensation policies adopted by the Compensation Committee, directors who also are officers and/or employees of the Company do not receive any compensation for 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 as Board fees, which amount was payable (a) one-half in cash ($25,000), with payments made on a quarterly basis, and (b) one-half through the grant of restricted 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 2021.

On September 8, 2021, the Board of Directors determined that the compensation payable to directors as Board fees for the next year ending with the 2022 annual meeting of stockholders was the same as they received in 2021 (i.e., $50,000). In addition, effective September 8, 2021, the 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 the additional work required by the 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 four equal quarterly installments commencing on December 8, 2021, with 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 from the date of grant ($8.21). Accordingly, on September 8, 2021, Mr. Holdsworth was granted 5,785 shares of restricted stock; Ms. Cefali, 4,871 shares; Mr. Garland, 4,567 shares; and Mr. Fink, 3,044 shares.

Stock option expense

During the three months ended January 31, 2022 and 2021, stock-based compensation expense totaled $139,000 and $123,000, respectively, and was classified in selling and general expense.

11

 

Note 7 – Concentrations of credit risk

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

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

	Three Months Ended January 31,
	2022			2021
Wireless provider		32	%		*
Distributor A		*			16	%
Distributor B		*			12	%

* Less than 10%

For the three months ended  January 31, 2022, one wireless carrier customer accounted for 32% of net sales and 37% of total net accounts receivable balance. Two customers, both distributors, accounted for approximately 16% and 12% of net sales and had accounts receivable balances that accounted for 15% and 19%, respectively, of the total net accounts receivable balance for the three months ended January 31, 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 8 – Segment information

We aggregate operating divisions into two 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 January 31, 2022, we had two segments – RF Connector and Cable Assembly (“RF Connector segment”) and Custom Cabling 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, right of use assets, goodwill and intangible assets are the only assets identified by segment. Except as discussed above, the accounting policies for segment reporting are the same for the Company as a whole.

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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 months ended January 31, 2022 and 2021 (in thousands):

	Three Months Ended January 31,
	2022		2021
United States	$	16,418	$	9,379
Foreign Countries:
Canada		297		525
Mexico		25		-
All Other		178		98
		500		623
Totals	$	16,918	$	10,002

Net sales, income (loss) before benefit for income taxes and other related segment information for the three months ended January 31, 2022 and 2021 are as follows (in thousands): 

	RF Connector		Custom Cabling
	and		Manufacturing and
2022	Cable Assembly		Assembly			Corporate			Total
Net sales	$	3,923	$	12,995		$	-		$	16,918
Income (loss) before benefit for income taxes		56		314			(727	)		(357	)
Depreciation and amortization		37		143			-			180
Total assets		7,572		24,635			17,529			49,736
2021
Net sales	$	3,575	$	6,427		$	-		$	10,002
Income (loss) before provision for income taxes		453		(1,042	)		(8	)		(597	)
Depreciation and amortization		35		202			-			237
Total assets		7,667		15,202			17,766			40,635

Note 9 – 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 benefit for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

We recorded income tax benefits of $80,000 and $194,000 for the three months ended January 31, 2022 and 2021, respectively. The effective tax rate was 22.3% for the three months ended January 31, 2022, compared to 32.4% for the three months ended January 31, 2021. The change in effective tax rate for the three months ended January 31, 2022 compared to the three months ended January 31, 2021 was primarily driven by stock compensation windfall benefits.          

We had $174,000 and $141,000 of unrecognized tax benefits, inclusive of interest and penalties, as of January 31, 2022 and October 31, 2021, respectively. The unrecognized tax benefits, if recognized, would result in a net tax benefit of $168,000 as of January 31, 2022.         

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Note 10 – Intangible assets

Intangible assets consist of the following (in thousands): 

	January 31, 2022			October 31, 2021
Amortizable intangible assets:
Non-compete agreement (estimated life 5 years)	$	423		$	423
Accumulated amortization		(300	)		(289	)
		123			134
Customer relationships (estimated lives 7 - 15 years)		5,058			5,058
Accumulated amortization		(2,786	)		(2,711	)
		2,272			2,347
Backlog (estimated life 1 - 2 years)		287			287
Accumulated amortization		(287	)		(287	)
		-			-
Patents (estimated life 10 - 14 years)		368			368
Accumulated amortization		(119	)		(110	)
		249			258
Totals	$	2,644		$	2,739
Non-amortizable intangible assets:
Trademarks	$	1,174		$	1,174

Amortization expense for the three months ended January 31, 2022 and the year ended October 31, 2021 was $95,000 and $442,000, respectively. As of January 31, 2022, the weighted-average amortization period for the amortizable intangible assets is 7.62 years.

Note 11 – 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 $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 ending January 31, 2022 were as follows (in thousands):

	Three Months Ended
	January 31, 2022
Operating lease cost	$	261
Short-term lease cost		-

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

	January 31, 2022			October 31, 2021
Supplemental Cash Flows Information
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	1,204		$	1,453
Weighted Average Remaining Lease Term
Operating leases (months)		23.89			25.26
Weighted Average Discount Rate
Operating leases		3.54	%		3.54	%

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Future minimum lease payments under non-cancellable leases as of January 31, 2022 were as follows:

Year ended October 31,	Operating Leases
2022 (excluding three months ended January 31, 2022)	$	613
2023		478
2024		234
2025		13
2026		7
Thereafter		-
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 January 31, 2022, operating lease ROU asset was $1.2 million and operating lease liability totaled $1.2 million, of which $698,000 is classified as current. There were no finance leases as of January 31, 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 12 – PPP loans

In May 2020, we applied for and received loans under the Paycheck 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 our New York facility). As of April 30, 2021, the full amount of the PPP Loans has been forgiven and considered paid in full (including applicable interest).

Note 13 – Cash dividend and declared dividends

We did not pay any dividends during the three months ended January 31, 2022, nor did we pay any dividends during the three months ended January 31, 2021.

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 16868 Via Del Campo Court, San Diego, California. The lease provides for an initial term of ten years, commencing on or about December 1, 2022, at an initial monthly base rent of $139,123.20, plus certain operating expenses.

Credit Facility

On February 25, 2022, the Company entered into a Loan Agreement providing for 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”) with Bank of 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.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 

This report contains forward-looking statements. These statements relate to future events or the Company’s 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 Company’s 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 Company’s business, including without limitation the disclosures made under the caption “Management’s 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 Company’s Annual Report filed on Form 10-K for the year ended October 31, 2021 and other reports and filings made with the Securities and Exchange Commission.

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.

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Earn-out Liability

The purchase agreement for the acquisition of Schrofftech provided for an earn-out payment of up to $2.4 million, which amount was 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 revalued quarterly using a present value approach, and any resulting increase or decrease were recorded into selling and general expenses. Changes in the amount of the actual results and forecasted scenarios resulted in an adjustment to the fair value. Significant judgment was employed in determining the appropriateness of the assumptions used in calculating the fair value of the earn-out as of the acquisition date.

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. 

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) 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 three months ended January 31, 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 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 23% of total sales for the three months ended January 31, 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 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.

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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 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.

The COVID-19 coronavirus pandemic, in its various strains, negatively affected both our operations and those of our customers. 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 2021 and for the three months ended January 31, 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 Act”)  totaling approximately $2.8 million (“PPP Loans”). 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”), 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 fiscal year ended October 31, 2021, we qualified and filed to claim the ERC and have recorded the credit as a receivable in Other Current Assets. As of January 31, 2022, we carried a $1.8 million the ERC receivable in Other Current Assets.

Liquidity and Capital Resources

Historically, we have been able to fund our liquidity and other capital requirements from funds we generated from operations. On March 1, 2022, we acquired Microlab. In connection with the purchase of Microlab, we entered into the Credit Facility and borrowed the full $17 million amount available under the Term Loan. As of the date of this report, we have not borrowed any amounts under the Revolving Credit Facility. We believe that our existing assets and the cash we expect to generate from operations (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 January 31, 2022, we had a total of $13.5 million of cash and cash equivalents compared to a total of $13.1 million of cash and cash equivalents as of October 31, 2021. As of January 31, 2022, we had working capital of $31.3 million and a current ratio of approximately 4.2:1 with current assets of $41 million and current liabilities of $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 January 31, 2022, we had $27.9 million of backlog, compared to $33.3 million as of October 31, 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 three months ended January 31, 2022, we generated $0.6 million of cash in our operating activities. 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 loss ($0.3 million). The cash used for other current assets represents of ($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 of principal and interest will negatively impact our future cash available from operations and our liquidity. Although the acquisition of Microlab is anticipated to be accretive and to generate positive cash flow, the actual impact of the acquisition 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 anticipated synergies are not realized, our liquidity and capital resources may be further negatively impacted by the acquisition of that company.

18

Our goal to expand and grow our business both organically and through acquisitions may require material additional capital equipment. In the past, we have purchased all additional equipment, or financed some of our equipment and furnishings requirements through capital leases. Currently, no additional capital equipment purchases have been identified that would require significant additional leasing or capital expenditures during the next twelve months. We also believe that based on our current financial condition, our current backlog of unfulfilled orders and our anticipated future operations, we would be able to finance our 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 January 31, 2022 vs. Three Months Ended January 31, 2021

Net sales for the three months ended January 31, 2022 (the “fiscal 2022 quarter”) increased by 69%, or $6.9 million, to $16.9 million as compared to the three months ended January 31, 2021 (the “fiscal 2021 quarter”). Net sales for the fiscal 2022 quarter at the Custom Cabling segment increased by $6.6 million, or 102%, to $13.0 million, compared to $6.4 million in the fiscal 2021 quarter. The increase was primarily the result of project-based wireless carrier macro and tower site business related to the sale of fiber optic cables used in the build out of 4G and 5G networks.  Net sales for the fiscal 2022 quarter at the RF Connector segment increased by $0.3 million, or 10%, to $3.9 million as compared to $3.6 million in the fiscal 2021 quarter.

Gross profit for the fiscal 2022 quarter increased by $1.5 million to $4.1 million due to the increase in net sales, although gross margins decreased to 24.1% of sales compared to 26.1% of sales in the fiscal 2021 quarter.

Engineering expenses increased by $23,000 to $454,000 in the fiscal 2022 quarter compared to $431,000 in the fiscal 2021 quarter primarily due to the engineering efforts associated with the increase in sales, which costs are included in the engineering costs. Engineering expenses represent costs incurred relating to the ongoing research and development of new products.

Selling and general expenses increased by $1.3 million to $4.0 million (24% of sales) compared to $2.8 million (28% of sales) in the first quarter last year primarily due to $0.7 million of acquisition related expenses and other one-time charges (including attorney fees and due diligence fees) related to the recent acquisition of Microlab. Selling and general expenses also increased as a result of the increase in net sales during the current fiscal year period.

For the fiscal 2022 quarter, the Custom Cabling segment had a pretax income of $314,000 while the RF Connector segment had pretax income of $56,000, as compared to $1.0 million loss and $0.5 million of income, respectively, for the comparable first 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 the Custom Cabling segment was due primarily to the increase in sales of hybrid fiber to a tier-1 wireless customer.

The benefit for income taxes was 22% and 32% of loss before income taxes for the fiscal 2022 quarter and the fiscal 2021 quarter, respectively. The change in the effective tax rate from the fiscal 2021 quarter 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 2022 quarter, net loss was $277,000 and fully diluted loss per share was $0.03 per share, compared to a net loss of $403,000 and fully diluted earnings per share of $0.04 per share for the fiscal 2021 quarter. For the fiscal 2022 quarter, the diluted weighted average shares outstanding was 10,067,186 as compared to 9,864,689 for the fiscal 2021 quarter.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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 Securities 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 first quarter of fiscal 2022, there were no changes in the internal control over financial reporting as such term is defined in Rule 13a-15(f) of the exchange 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, 2021 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 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 Company’s 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.

20

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 January 31, 2022 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
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.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: March 17, 2022	By:	/s/ Robert Dawson
		Robert Dawson President and Chief Executive Officer (Principal Executive Officer)

Date: March 17, 2022	By:	/s/ Peter Yin
		Peter Yin Chief Financial Officer (Principal Financial and Accounting Officer)

22

EX-31.1

Exhibit 31.1

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Robert Dawson, certify that:

1. I have reviewed this report on Form 10-Q for the quarter ended January 31, 2022 of RF Industries, Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period for which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   March 17, 2022	/s/ Robert Dawson
	Robert Dawson
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Peter Yin, certify that:

1. I have reviewed this report on Form 10-Q for the quarter ended January 31, 2022 of RF Industries, Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period for which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   March 17, 2022	/s/ Peter Yin
	Peter Yin
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of RF Industries, Ltd. (the “Company”) on Form 10-Q for the quarter ended January 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Robert Dawson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 17, 2022	/s/ Robert Dawson
	Robert Dawson
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of RF Industries, Ltd. (the “Company”) on Form 10-Q for the quarter ended January 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Peter Yin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 17, 2022	/s/ Peter Yin
	Peter Yin
	Chief Financial Officer

XML

Document And Entity Information - shares	3 Months Ended
	Jan. 31, 2022	Mar. 17, 2022
Document Information [Line Items]
Entity Central Index Key	0000740664
Entity Registrant Name	R F INDUSTRIES LTD
Amendment Flag	false
Current Fiscal Year End Date	--10-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jan. 31, 2022
Document Transition Report	false
Entity File Number	000-13301
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	88-0168936
Entity Address, Address Line One	7610 Miramar Road, Building 6000
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92126
City Area Code	858
Local Phone Number	549-6340
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	RFIL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,096,175

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Jan. 31, 2022	Oct. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 13,507	$ 13,053
Trade accounts receivable, net of allowance for doubtful accounts of $83 and $87, respectively	10,514	13,523
Inventories	13,477	11,179
Other current assets	3,586	2,893
TOTAL CURRENT ASSETS	41,084	40,648
Property and equipment:
Equipment and tooling	4,075	3,986
Furniture and office equipment	1,101	1,086
Property, Plant and Equipment, Gross, Ending Balance	5,176	5,072
Less accumulated depreciation	4,449	4,364
Total property and equipment, net	727	708
Operating lease right of use assets, net	1,204	1,453
Goodwill	2,467	2,467
Amortizable intangible assets, net	2,644	2,739
Non-amortizable intangible assets	1,174	1,174
Deferred tax assets	366	389
Other assets	70	70
TOTAL ASSETS	49,736	49,648
CURRENT LIABILITIES
Accounts payable	3,382	3,504
Accrued expenses	5,659	5,034
Current portion of operating lease liabilities	698	832
TOTAL CURRENT LIABILITIES	9,739	9,370
Operating lease liabilities	545	675
TOTAL LIABILITIES	10,284	10,045
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
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	24,427	24,301
Retained earnings	14,924	15,201
TOTAL STOCKHOLDERS' EQUITY	39,452	39,603
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 49,736	$ 49,648

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jan. 31, 2022	Oct. 31, 2021
Trade accounts receivable, allowance for doubtful accounts	$ 83	$ 87
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	10,096,175	10,058,571
Common stock, shares outstanding (in shares)	10,096,175	10,058,571

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Net sales	$ 16,918,000	$ 10,002,000
Cost of sales	12,834,000	7,396,000
Gross profit	4,084,000	2,606,000
Operating expenses:
Engineering	454,000	431,000
Selling and general	3,992,000	2,764,000
Total operating expenses	4,446,000	3,195,000
Operating loss	(362,000)	(589,000)
Other income (expense)	5,000	(8,000)
Loss before benefit for income taxes	(357,000)	(597,000)
Benefit from income taxes	(80,000)	(194,000)
Consolidated net loss	$ (277,000)	$ (403,000)
Loss per share
Basic (in dollars per share)	$ (0.03)	$ (0.04)
Diluted (in dollars per share)	$ (0.03)	$ (0.04)
Weighted average shares outstanding
Basic (in shares)	10,067,186	9,864,689
Diluted (in shares)	10,067,186	9,864,689

XML

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Oct. 31, 2020	9,814,118
Balance at Oct. 31, 2020	$ 98	$ 22,946	$ 9,020	$ 32,064
Stock-based compensation expense		123		123
Issuance of restricted stock (in shares)	36,834
Issuance of restricted stock	$ 1	(1)
Tax withholding related to vesting of restricted stock (in shares)	(2,367)
Tax withholding related to vesting of restricted stock		(11)		(11)
Consolidated net loss	$ 0	0	(403)	(403)
Balance (in shares) at Jan. 31, 2021	9,962,456
Balance at Jan. 31, 2021	$ 100	23,441	8,617	32,158
Exercise of stock options (in shares)	118,189
Exercise of stock options	$ 1	384		385
Forfeiture of restricted stock (in shares)	(4,318)
Balance (in shares) at Oct. 31, 2021	10,058,571
Balance at Oct. 31, 2021	$ 101	24,301	15,201	39,603
Stock-based compensation expense		139		139
Issuance of restricted stock (in shares)	39,666
Issuance of restricted stock	$ 0	0
Tax withholding related to vesting of restricted stock (in shares)	(2,062)
Tax withholding related to vesting of restricted stock		(13)		(13)
Consolidated net loss	$ 0	0	(277)	(277)
Balance (in shares) at Jan. 31, 2022	10,096,175
Balance at Jan. 31, 2022	$ 101	$ 24,427	$ 14,924	$ 39,452

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
OPERATING ACTIVITIES:
Consolidated net loss	$ (277)	$ (403)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Bad debt expense	(4)	(15)
Depreciation and amortization	180	237
Stock-based compensation expense	139	123
Tax payments related to shares cancelled for vested restricted stock awards	(13)	(11)
Deferred income taxes	23	766
Changes in operating assets and liabilities:
Trade accounts receivable	3,013	529
Inventories	(2,299)	(433)
Other current assets	(693)	(1,326)
Right of use assets	(15)	(6)
Accounts payable	(122)	35
Accrued expenses	625	44
Income tax payable	0	(43)
Other current liabilities	0	296
Other long-term liabilities	0	(370)
Net cash provided by (used in) operating activities	557	(577)
INVESTING ACTIVITIES:
Capital expenditures	(103)	(116)
Net cash used in investing activities	(103)	(116)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options	0	385
Net cash provided by financing activities	0	385
Net increase (decrease) in cash and cash equivalents	454	(308)
Cash and cash equivalents, beginning of period	13,053	15,797
Cash and cash equivalents, end of period	13,507	15,489
Supplemental cash flow information – income taxes paid	$ 156	$ 6

XML

Note 1 - Unaudited Interim Condensed Consolidated Financial Statements

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Basis of Presentation and Significant Accounting Policies [Text Block]

Note 1 – Unaudited interim condensed consolidated financial statements

Our accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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, 2021 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, 2021 included in our Annual Report on Form 10-K (“Form 10-K”) for the year ended October 31, 2021 that was previously filed with the Securities and Exchange Commission (“SEC”). Operating results for the three months ended January 31, 2022 are not necessarily indicative of the results that may be expected for the year ending October 31, 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” 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 three months ended January 31, 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 Act") totaling approximately $2.8 million (“PPP Loans”). See Note 12 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 fiscal year ended October 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 January 31, 2022. Although no impairment indicators were identified, it is possible that impairments could emerge as the impact of the pandemic 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") specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the following fair-value hierarchy:

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

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

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

As of January 31, 2022 and October 31, 2021, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximated their carrying value due to their short-term nature. See Note 4 for discussion on the fair value of other current liabilities.

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 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 January 31, 2022 or October 31, 2021.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new ASU also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates. These changes aim to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing the disclosures. The guidance was effective for the Company beginning on November 1, 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.

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Note 2 - Inventories and Major Vendors

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Inventory Disclosure [Text Block]

Note 2 – Inventories and major vendors

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

	January 31, 2022		October 31, 2021
Raw materials and supplies	$	8,648	$	6,422
Work in process		355		381
Finished goods		4,474		4,376
Totals	$	13,477	$	11,179

For the three months ended January 31, 2022, two vendors accounted for 30% and 10% of inventory purchases. No vendors accounted for more than 10% of inventory purchases for the three months ended January 31, 2021. We have arrangements with these vendors to purchase products based on purchase orders that we periodically issue.

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Note 3 - Other Current Assets

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Other Current Assets [Text Block]

Note 3 – Other current assets

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

	January 31, 2022		October 31, 2021
Employee retention credit ("ERC")	$	1,774	$	1,774
Prepaid taxes		469		314
Prepaid expense		779		439
Other		564		366
Totals	$	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. As of January 31, 2022, the remaining portion of the ERC that we have not yet received is included as other receivables in other current assets.

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Note 4 - Accrued Expenses and Other Current Liabilities

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block]

Note 4 – Accrued expenses and other current liabilities

Accrued expenses consist of the following (in thousands):

	January 31, 2022		October 31, 2021
Wages payable	$	1,917	$	2,607
Accrued receipts		2,458		1,711
Other accrued expenses		1,284		716
Totals	$	5,659	$	5,034

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

The purchase agreement for the Schrofftech acquisition provided for earn-out payments of up to $2,400,000, which were 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 revalued quarterly using a present value approach and any resulting increase or decrease was recorded into selling and general expenses. Significant variances between actual and forecasted results or changes in the assumptions affected the amount of contingent consideration expense that we 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 estimated 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). At October 31, 2021, 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.

The following table summarizes the changes to the Level 3 liabilities measured at fair value for the three months ended January 31, 2022 and 2021 (in thousands):

	Level 3
	January 31, 2022		January 31, 2021
Beginning balance	$	-	$	370
Change in value		-		(74	)
Ending balance	$	-	$	296

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

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Note 5 - Loss per share

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Earnings Per Share [Text Block]

Note 5 – Loss per share

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding increased by the effects of assuming that other potentially dilutive securities (such as stock options) outstanding during the period had been exercised and the treasury stock method had been applied. During the three months ended January 31, 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 459,889 and 331,338 shares for the three months ended January 31, 2022 and 2021, respectively, and were excluded from the calculation of diluted per share amounts because of their anti-dilutive effect.

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

	Three Months Ended January 31,
	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

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Note 6 - Stock-based Compensation and Equity Transactions

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

Note 6 – Stock-based compensation and equity transactions

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 January 10, 2022, we granted a total of 39,666 shares of restricted stock and 106,001 incentive stock options to one manager and three officers. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 10, 2023; 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.

No other shares or options were granted to company employees during the three months ended January 31, 2022 and 2021.

The weighted average fair value of employee stock options that were granted during the three months ended January 31, 2022 and 2021 was estimated to be $3.84 and $2.46, respectively, per share, using the Black-Scholes option pricing model with the following assumptions:

	Three Months Ended January 31,
	2022			2021
Risk-free interest rate		1.23	%		0.39	%
Dividend yield		0.00	%		0.00	%
Expected life of the option (in years)		7.00			7.00
Volatility factor		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 2022 and 2021 option grants. The expected life represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury rate with a maturity date corresponding to the options’ expected life. The dividend yield is based upon the historical dividend yield.

Company stock option plans

Descriptions of our stock option plans are included in Note 9 of our Annual Report on Form 10-K for the year ended October 31, 2021. A summary of the status of the options granted under our stock option plans as of January 31, 2022 and the changes in options outstanding during the three months then ended is presented in the table that follows:

			Weighted
			Average
	Shares		Exercise Price
Outstanding at November 1, 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 January 31, 2022: 6.67 years

Weighted average remaining contractual life of options exercisable as of January 31, 2022: 5.67 years

Weighted average remaining contractual life of options vested and expected to vest as of January 31, 2022: 6.67 years

Aggregate intrinsic value of options outstanding at January 31, 2022: $1,372,439

Aggregate intrinsic value of options exercisable at January 31, 2022: $639,653

Aggregate intrinsic value of options vested and expected to vest at January 31, 2022: $1,363,724

As of January 31, 2022, $865,000 and $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 2.72 and 1.42 years, respectively.

Under the compensation policies adopted by the Compensation Committee, directors who also are officers and/or employees of the Company do not receive any compensation for 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 as Board fees, which amount was payable (a) one-half in cash ($25,000), with payments made on a quarterly basis, and (b) one-half through the grant of restricted 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 2021.

On September 8, 2021, the Board of Directors determined that the compensation payable to directors as Board fees for the next year ending with the 2022 annual meeting of stockholders was the same as they received in 2021 (i.e., $50,000). In addition, effective September 8, 2021, the 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 the additional work required by the 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 four equal quarterly installments commencing on December 8, 2021, with 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 from the date of grant ($8.21). Accordingly, on September 8, 2021, Mr. Holdsworth was granted 5,785 shares of restricted stock; Ms. Cefali, 4,871 shares; Mr. Garland, 4,567 shares; and Mr. Fink, 3,044 shares.

Stock option expense

During the three months ended January 31, 2022 and 2021, stock-based compensation expense totaled $139,000 and $123,000, respectively, and was classified in selling and general expense.

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Note 7 - Concentrations of Credit Risk

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

Note 7 – Concentrations of credit risk

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

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

	Three Months Ended January 31,
	2022			2021
Wireless provider		32	%		*
Distributor A		*			16	%
Distributor B		*			12	%

* Less than 10%

For the three months ended  January 31, 2022, one wireless carrier customer accounted for 32% of net sales and 37% of total net accounts receivable balance. Two customers, both distributors, accounted for approximately 16% and 12% of net sales and had accounts receivable balances that accounted for 15% and 19%, respectively, of the total net accounts receivable balance for the three months ended January 31, 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.

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Note 8 - Segment Information

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note 8 – Segment information

We aggregate operating divisions into two 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 January 31, 2022, we had two segments – RF Connector and Cable Assembly (“RF Connector segment”) and Custom Cabling 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, right of use assets, goodwill and intangible assets are the only assets identified by segment. Except as discussed above, the accounting policies for segment reporting are the same for the Company as a whole.

All of our operations are conducted in the United States; however, we derive a portion of our revenue from export sales. We attribute sales to geographic areas based on the location of the customers. The following table presents the sales by geographic area for the three months ended January 31, 2022 and 2021 (in thousands):

	Three Months Ended January 31,
	2022		2021
United States	$	16,418	$	9,379
Foreign Countries:
Canada		297		525
Mexico		25		-
All Other		178		98
		500		623
Totals	$	16,918	$	10,002

Net sales, income (loss) before benefit for income taxes and other related segment information for the three months ended January 31, 2022 and 2021 are as follows (in thousands): 

	RF Connector		Custom Cabling
	and		Manufacturing and
2022	Cable Assembly		Assembly			Corporate			Total
Net sales	$	3,923	$	12,995		$	-		$	16,918
Income (loss) before benefit for income taxes		56		314			(727	)		(357	)
Depreciation and amortization		37		143			-			180
Total assets		7,572		24,635			17,529			49,736
2021
Net sales	$	3,575	$	6,427		$	-		$	10,002
Income (loss) before provision for income taxes		453		(1,042	)		(8	)		(597	)
Depreciation and amortization		35		202			-			237
Total assets		7,667		15,202			17,766			40,635

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Note 9 - Income Taxes

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note 9 – 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 benefit for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

We recorded income tax benefits of $80,000 and $194,000 for the three months ended January 31, 2022 and 2021, respectively. The effective tax rate was 22.3% for the three months ended January 31, 2022, compared to 32.4% for the three months ended January 31, 2021. The change in effective tax rate for the three months ended January 31, 2022 compared to the three months ended January 31, 2021 was primarily driven by stock compensation windfall benefits.          

We had $174,000 and $141,000 of unrecognized tax benefits, inclusive of interest and penalties, as of January 31, 2022 and October 31, 2021, respectively. The unrecognized tax benefits, if recognized, would result in a net tax benefit of $168,000 as of January 31, 2022.         

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Note 10 - Intangible Assets

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

Note 10 – Intangible assets

Intangible assets consist of the following (in thousands): 

	January 31, 2022			October 31, 2021
Amortizable intangible assets:
Non-compete agreement (estimated life 5 years)	$	423		$	423
Accumulated amortization		(300	)		(289	)
		123			134
Customer relationships (estimated lives 7 - 15 years)		5,058			5,058
Accumulated amortization		(2,786	)		(2,711	)
		2,272			2,347
Backlog (estimated life 1 - 2 years)		287			287
Accumulated amortization		(287	)		(287	)
		-			-
Patents (estimated life 10 - 14 years)		368			368
Accumulated amortization		(119	)		(110	)
		249			258
Totals	$	2,644		$	2,739
Non-amortizable intangible assets:
Trademarks	$	1,174		$	1,174

Amortization expense for the three months ended January 31, 2022 and the year ended October 31, 2021 was $95,000 and $442,000, respectively. As of January 31, 2022, the weighted-average amortization period for the amortizable intangible assets is 7.62 years.

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Note 11 - Commitments

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Commitments Disclosure [Text Block]

Note 11 – 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 $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 ending January 31, 2022 were as follows (in thousands):

	Three Months Ended
	January 31, 2022
Operating lease cost	$	261
Short-term lease cost		-

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

	January 31, 2022			October 31, 2021
Supplemental Cash Flows Information
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	1,204		$	1,453
Weighted Average Remaining Lease Term
Operating leases (months)		23.89			25.26
Weighted Average Discount Rate
Operating leases		3.54	%		3.54	%

Future minimum lease payments under non-cancellable leases as of January 31, 2022 were as follows:

Year ended October 31,	Operating Leases
2022 (excluding three months ended January 31, 2022)	$	613
2023		478
2024		234
2025		13
2026		7
Thereafter		-
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 January 31, 2022, operating lease ROU asset was $1.2 million and operating lease liability totaled $1.2 million, of which $698,000 is classified as current. There were no finance leases as of January 31, 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.

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Note 12 - PPP loans

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

Note 12 – PPP loans

In May 2020, we applied for and received loans under the Paycheck 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 our New York facility). As of April 30, 2021, the full amount of the PPP Loans has been forgiven and considered paid in full (including applicable interest).

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Note 13 - Cash Dividend and Declared Dividends

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Cash Dividend and Declared Dividends [Text Block]

Note 13 – Cash dividend and declared dividends

We did not pay any dividends during the three months ended January 31, 2022, nor did we pay any dividends during the three months ended January 31, 2021.

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Note 14 - Subsequent Events

3 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Subsequent Events [Text Block]

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 16868 Via Del Campo Court, San Diego, California. The lease provides for an initial term of ten years, commencing on or about December 1, 2022, at an initial monthly base rent of $139,123.20, plus certain operating expenses.

Credit Facility

On February 25, 2022, the Company entered into a Loan Agreement providing for 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”) with Bank of 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.

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Significant Accounting Policies (Policies)

3 Months Ended

Jan. 31, 2022

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

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” 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 [Policy Text Block]

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 three months ended January 31, 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 Act") totaling approximately $2.8 million (“PPP Loans”). See Note 12 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 fiscal year ended October 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 January 31, 2022. Although no impairment indicators were identified, it is possible that impairments could emerge as the impact of the pandemic becomes clearer, and those impairment losses could be material.

Fair Value Measurement, Policy [Policy Text Block]

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") specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the following fair-value hierarchy:

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

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

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

As of January 31, 2022 and October 31, 2021, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximated their carrying value due to their short-term nature. See Note 4 for discussion on the fair value of other current liabilities.

New Accounting Pronouncements, Policy [Policy Text Block]

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 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 January 31, 2022 or October 31, 2021.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new ASU also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates. These changes aim to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing the disclosures. The guidance was effective for the Company beginning on November 1, 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.

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Note 2 - Inventories and Major Vendors (Tables)

3 Months Ended

Jan. 31, 2022

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	January 31, 2022		October 31, 2021
Raw materials and supplies	$	8,648	$	6,422
Work in process		355		381
Finished goods		4,474		4,376
Totals	$	13,477	$	11,179

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Note 3 - Other Current Assets (Tables)

3 Months Ended

Jan. 31, 2022

Notes Tables

Schedule of Other Current Assets [Table Text Block]

	January 31, 2022		October 31, 2021
Employee retention credit ("ERC")	$	1,774	$	1,774
Prepaid taxes		469		314
Prepaid expense		779		439
Other		564		366
Totals	$	3,586	$	2,893

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Note 4 - Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Jan. 31, 2022

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	January 31, 2022		October 31, 2021
Wages payable	$	1,917	$	2,607
Accrued receipts		2,458		1,711
Other accrued expenses		1,284		716
Totals	$	5,659	$	5,034

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	Level 3
	January 31, 2022		January 31, 2021
Beginning balance	$	-	$	370
Change in value		-		(74	)
Ending balance	$	-	$	296

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Note 5 - Loss per share (Tables)

3 Months Ended

Jan. 31, 2022

Notes Tables

Schedule of Weighted Average Number of Shares [Table Text Block]

	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

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Note 6 - Stock-based Compensation and Equity Transactions (Tables)

3 Months Ended

Jan. 31, 2022

Notes Tables

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Three Months Ended January 31,
	2022			2021
Risk-free interest rate		1.23	%		0.39	%
Dividend yield		0.00	%		0.00	%
Expected life of the option (in years)		7.00			7.00
Volatility factor		53.35	%		51.94	%

Share-based Payment Arrangement, Option, Activity [Table Text Block]

			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

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Note 7 - Concentrations of Credit Risk (Tables)

3 Months Ended

Jan. 31, 2022

Notes Tables

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	Three Months Ended January 31,
	2022			2021
Wireless provider		32	%		*
Distributor A		*			16	%
Distributor B		*			12	%

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Note 8 - Segment Information (Tables)

3 Months Ended

Jan. 31, 2022

Notes Tables

Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]

	Three Months Ended January 31,
	2022		2021
United States	$	16,418	$	9,379
Foreign Countries:
Canada		297		525
Mexico		25		-
All Other		178		98
		500		623
Totals	$	16,918	$	10,002

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	RF Connector		Custom Cabling
	and		Manufacturing and
2022	Cable Assembly		Assembly			Corporate			Total
Net sales	$	3,923	$	12,995		$	-		$	16,918
Income (loss) before benefit for income taxes		56		314			(727	)		(357	)
Depreciation and amortization		37		143			-			180
Total assets		7,572		24,635			17,529			49,736
2021
Net sales	$	3,575	$	6,427		$	-		$	10,002
Income (loss) before provision for income taxes		453		(1,042	)		(8	)		(597	)
Depreciation and amortization		35		202			-			237
Total assets		7,667		15,202			17,766			40,635

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Note 10 - Intangible Assets (Tables)

3 Months Ended

Jan. 31, 2022

Notes Tables

Schedule of Finite-lived and Indefinite-lived Intangible Assets [Table Text Block]

	January 31, 2022			October 31, 2021
Amortizable intangible assets:
Non-compete agreement (estimated life 5 years)	$	423		$	423
Accumulated amortization		(300	)		(289	)
		123			134
Customer relationships (estimated lives 7 - 15 years)		5,058			5,058
Accumulated amortization		(2,786	)		(2,711	)
		2,272			2,347
Backlog (estimated life 1 - 2 years)		287			287
Accumulated amortization		(287	)		(287	)
		-			-
Patents (estimated life 10 - 14 years)		368			368
Accumulated amortization		(119	)		(110	)
		249			258
Totals	$	2,644		$	2,739
Non-amortizable intangible assets:
Trademarks	$	1,174		$	1,174

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Note 11 - Commitments (Tables)

3 Months Ended

Jan. 31, 2022

Notes Tables

Lease, Cost [Table Text Block]

	Three Months Ended
	January 31, 2022
Operating lease cost	$	261
Short-term lease cost		-

Lessee, Leases, Other Information [Table Text Block]

	January 31, 2022			October 31, 2021
Supplemental Cash Flows Information
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	1,204		$	1,453
Weighted Average Remaining Lease Term
Operating leases (months)		23.89			25.26
Weighted Average Discount Rate
Operating leases		3.54	%		3.54	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Year ended October 31,	Operating Leases
2022 (excluding three months ended January 31, 2022)	$	613
2023		478
2024		234
2025		13
2026		7
Thereafter		-
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

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Note 1 - Unaudited Interim Condensed Consolidated Financial Statements (Details Textual) - USD ($) $ in Thousands		1 Months Ended
	May 01, 2020	May 31, 2020	Jan. 31, 2022	Oct. 31, 2021
Employee Retention Tax Credit Receivable			$ 1,774	$ 1,774
Other Current Assets [Member]
Employee Retention Tax Credit Receivable			$ 1,800
Paycheck Protection Program CARES Act [Member]
Proceeds from Issuance of Long-term Debt, Total	$ 2,800	$ 2,800

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Note 2 - Inventories and Major Vendors (Details Textual) - Supplier Concentration Risk [Member] - Inventory Purchases [Member]	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Number of Major Vendors	2	0
Vendors One [Member]
Concentration Risk, Percentage	30.00%
Vendors Two [Member]
Concentration Risk, Percentage	10.00%

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Note 2 - Inventories and Major Vendors - Inventories (Details) - USD ($) $ in Thousands	Jan. 31, 2022	Oct. 31, 2021
Raw materials and supplies	$ 8,648	$ 6,422
Work in process	355	381
Finished goods	4,474	4,376
Totals	$ 13,477	$ 11,179

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Note 3 - Other Current Assets - Other Current Assets (Details) - USD ($) $ in Thousands	Jan. 31, 2022	Oct. 31, 2021
Employee retention credit ("ERC")	$ 1,774	$ 1,774
Prepaid taxes	469	314
Prepaid expense	779	439
Other	564	366
Totals	$ 3,586	$ 2,893

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Note 4 - Accrued Expenses and Other Current Liabilities (Details Textual)	Nov. 04, 2019 USD ($)
Schrofftech [Member]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	$ 2,400,000

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Note 4 - Accrued Expenses and Other Current Liabilities - Accrued Expenses (Details) - USD ($) $ in Thousands	Jan. 31, 2022	Oct. 31, 2021
Wages payable	$ 1,917	$ 2,607
Accrued receipts	2,458	1,711
Other accrued expenses	1,284	716
Totals	$ 5,659	$ 5,034

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Note 4 - Accrued Expenses and Other Current Liabilities - Level 3 Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Beginning balance	$ 0	$ 370
Change in value	0	(74)
Ending balance	$ 0	$ 296

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Note 5 - Loss per share (Details Textual) - shares	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Out-of-the-money Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	459,889	331,338

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Note 5 - Loss per share - Basic and Diluted Weighted Average Shares Outstanding (Details) - shares	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Basic (in shares)	10,067,186	9,864,689
Diluted (in shares)	10,067,186	9,864,689

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Note 6 - Stock-based Compensation and Equity Transactions (Details Textual) - USD ($)				3 Months Ended
	Jan. 10, 2022	Sep. 08, 2021	Jan. 12, 2021	Jan. 31, 2022	Jan. 31, 2021	Sep. 15, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year)				6 years 8 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term (Year)				5 years 8 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term (Year)				6 years 8 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value				$ 1,372,439
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value				639,653
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value				1,363,724
Selling, General and Administrative Expenses [Member]
Share-based Payment Arrangement, Expense				139,000	$ 123,000
Share-based Payment Arrangement, Nonemployee [Member]
Nonemployee Director, Annual Compensation		$ 50,000				$ 50,000
Restricted Stock [Member]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total				$ 605,000
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)				1 year 5 months 1 day
Incentive Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)				$ 3.84	$ 2.46
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total				$ 865,000
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)				2 years 8 months 19 days
One Manager and Three Officers [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)	39,666		33,500
One Manager and Three Officers [Member] | Incentive Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)	106,001		67,000
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)	10 years
One Manager and Three Officers [Member] | Restricted Stock and Incentive Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)	4 years		4 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)			10 years
One Manager and Three Officers [Member] | Restricted Stock and Incentive Stock Options [Member] | Vesting on January 12, 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage			25.00%
One Manager and Three Officers [Member] | Restricted Stock and Incentive Stock Options [Member] | Vesting on January 10, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	25.00%
Non-employee Directors and Chairperson of Committee on Board [Member]
Annual Payable, Additional Compensation						$ 15,000
Share Price, 20 Day Average (in dollars per share)		$ 8.21				$ 4.34
Non-employee Directors and Chairman of the Board [Member]
Annual Payable, Additional Compensation		$ 25,000
Non-employee Directors and Audit Committee Chair [Member]
Annual Payable, Additional Compensation		25,000
Non-employee Directors and Compensation Committee Chair [Member]
Annual Payable, Additional Compensation		20,000
Non-employee Directors and Strategic Planning and Capital Allocation Chair [Member]
Annual Payable, Additional Compensation		20,000
Non-employee Directors and Nominating & Governance Chair [Member]
Annual Payable, Additional Compensation		$ 10,000
Mr. Holdsworth [Member] | Restricted Stock [Member]
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares)		5,785
Ms. Cefali [Member] | Restricted Stock [Member]
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares)		4,871
Mr. Garland [Member] | Restricted Stock [Member]
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares)		4,567
Mr. Fink [Member] | Restricted Stock [Member]
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares)		3,044

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Note 6 - Stock-based Compensation and Equity Transactions - Assumptions (Details)	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Risk-free interest rate	1.23%	0.39%
Dividend yield	0.00%	0.00%
Expected life of the option (in years) (Year)	7 years	7 years
Volatility factor	53.35%	51.94%

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Note 6 - Stock-based Compensation and Equity Transactions - Options Outstanding (Details)	3 Months Ended
	Jan. 31, 2022 $ / shares shares
Outstanding at November 1, 2021 (in shares) | shares	618,858
Outstanding at November 1, 2021 (in dollars per share) | $ / shares	$ 5.33
Options granted (in shares) | shares	106,001
Options granted (in dollars per share) | $ / shares	$ 7.11
Options outstanding at January 31, 2022 (in shares) | shares	724,859
Options outstanding at January 31, 2022 (in dollars per share) | $ / shares	$ 5.59
Options exercisable at January 31, 2022 (in shares) | shares	363,067
Options exercisable at January 31, 2022 (in dollars per share) | $ / shares	$ 5.94
Options vested and expected to vest at January 31, 2022 (in shares) | shares	723,008
Options vested and expected to vest at January 31, 2022 (in dollars per share) | $ / shares	$ 5.60

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Note 7 - Concentrations of Credit Risk (Details Textual) $ in Millions	3 Months Ended
	Jan. 31, 2022 USD ($)
Cash, Uninsured Amount	$ 12.3
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Wireless Carrier Customer [Member]
Concentration Risk, Percentage	32.00%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Distributor Owo [Member]
Concentration Risk, Percentage	16.00%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Distributor Two [Member]
Concentration Risk, Percentage	12.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wireless Carrier Customer [Member]
Concentration Risk, Percentage	37.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Distributor Owo [Member]
Concentration Risk, Percentage	15.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Distributor Two [Member]
Concentration Risk, Percentage	19.00%

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Note 7 - Concentrations of Credit Risk - Sales (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Wireless Provider [Member]
Concentration Risk, Percentage	32.00%
Distributor A [Member]
Concentration Risk, Percentage		16.00%
Distributor B [Member]
Concentration Risk, Percentage		12.00%

XML

Note 8 - Segment Information (Details Textual)	3 Months Ended
	Jan. 31, 2022
Number of Reportable Segments	2

XML

Note 8 - Segment Information - Sales by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Net sales	$ 16,918	$ 10,002
UNITED STATES
Net sales	16,418	9,379
CANADA
Net sales	297	525
MEXICO
Net sales	25	0
All Other Foreign Countries [Member]
Net sales	178	98
Non-US [Member]
Net sales	$ 500	$ 623

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Note 8 - Segment Information - Net Sales, Income Before Provision for Income Taxes and Other Related Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2022		Jan. 31, 2021	Oct. 31, 2021
Net sales	$ 16,918		$ 10,002
Income (loss) before benefit for income taxes	(357)		(597)
Depreciation and amortization	180		237
Total assets	49,736		40,635	$ 49,648
Corporate, Non-Segment [Member]
Net sales	0		0
Income (loss) before benefit for income taxes	(727)	[1]	(8)
Depreciation and amortization	0		0
Total assets	17,529		17,766
RF Connector and Cable Assembly [Member] | Operating Segments [Member]
Net sales	3,923		3,575
Income (loss) before benefit for income taxes	56		453
Depreciation and amortization	37		35
Total assets	7,572		7,667
Custom Cabling Manufacturing and Assembly [Member] | Operating Segments [Member]
Net sales	12,995		6,427
Income (loss) before benefit for income taxes	314		(1,042)
Depreciation and amortization	143		202
Total assets	$ 24,635		$ 15,202

[1] For the 12 months ended October 31, 2021, other income consists of the $2.8M PPP loans that were forgiven.

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Note 9 - Income Taxes (Details Textual) - USD ($)	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Oct. 31, 2021
Income Tax Expense (Benefit), Total	$ (80,000)	$ (194,000)
Effective Income Tax Rate Reconciliation, Percent, Total	22.30%	32.40%
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	$ 174,000		$ 141,000
Unrecognized Tax Benefits, Ending Balance	$ 168,000

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Note 10 - Intangible Assets (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Jan. 31, 2022	Oct. 31, 2021
Amortization of Intangible Assets, Total	$ 95,000	$ 442,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year)	7 years 7 months 13 days

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Note 10 - Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Jan. 31, 2022	Oct. 31, 2021
Amortizable intangible assets, net	$ 2,644	$ 2,739
Non-amortizable intangible assets, trademarks	1,174	1,174
Noncompete Agreements [Member]
Amortizable intangible assets, gross	423	423
Accumulated amortization	(300)	(289)
Amortizable intangible assets, net	123	134
Customer Relationships [Member]
Amortizable intangible assets, gross	5,058	5,058
Accumulated amortization	(2,786)	(2,711)
Amortizable intangible assets, net	2,272	2,347
Order or Production Backlog [Member]
Amortizable intangible assets, gross	287	287
Accumulated amortization	(287)	(287)
Amortizable intangible assets, net	249	258
Patents [Member]
Amortizable intangible assets, gross	368	368
Accumulated amortization	$ (119)	$ (110)

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Note 10 - Intangible Assets - Intangible Assets (Details) (Parentheticals)	3 Months Ended	12 Months Ended
	Jan. 31, 2022	Oct. 31, 2021
Noncompete Agreements [Member]
Estimated life (Year)	5 years	5 years
Customer Relationships [Member] | Minimum [Member]
Estimated life (Year)	7 years	7 years
Customer Relationships [Member] | Maximum [Member]
Estimated life (Year)	15 years	15 years
Order or Production Backlog [Member] | Minimum [Member]
Estimated life (Year)	1 year	1 year
Order or Production Backlog [Member] | Maximum [Member]
Estimated life (Year)	2 years	2 years
Patents [Member] | Minimum [Member]
Estimated life (Year)	10 years	10 years
Patents [Member] | Maximum [Member]
Estimated life (Year)	14 years	14 years

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Note 11 - Commitments (Details Textual)	Feb. 01, 2022 USD ($) a	Jan. 31, 2022 USD ($)	Oct. 31, 2021 USD ($)
Lessee, Operating Lease, Remaining Lease Term (Year)		5 years
Operating Lease, Right-of-Use Asset		$ 1,204,000	$ 1,453,000
Operating Lease, Liability, Total		1,243,000
Operating Lease, Liability, Current		698,000	$ 832,000
Finance Lease, Liability, Total		0
Lease Renewal [Member] | Subsequent Event [Member]
Number of Buildings	2
Area of Real Estate Property (Acre) | a	10,700
Lessor, Operating Lease, Renewal Term (Year)	2 years
Operating Lease, Monthly Payment	$ 6,720
Other Current Liabilities [Member]
Operating Lease, Liability, Current		698,000
K and K Unlimited [Member]
Lessee, Operating Lease, Monthly Rent		$ 16,000
Minimum [Member]
Lessee, Operating Lease, Remaining Lease Term (Year)		1 year
Maximum [Member]
Lessee, Operating Lease, Remaining Lease Term (Year)		3 years

XML

Note 11 - Commitments - Operating Lease Expense (Details) $ in Thousands	3 Months Ended
	Jan. 31, 2022 USD ($)
Operating lease cost	$ 261
Short-term lease cost	$ 0

XML

Note 11 - Commitments - Other Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2022	Oct. 31, 2021
Right of use assets obtained in exchange for lease obligations operating leases	$ 1,204	$ 1,453
Weighted Average Remaining Lease Term, Operating leases (months) (Month)	23 months 27 days	25 months 7 days
Weighted Average Discount Rate, Operating leases	3.54%	3.54%

XML

Note 11 - Commitments - Future Minimum Lease Payments (Details) - USD ($)	Jan. 31, 2022	Oct. 31, 2021
2022 (excluding three months ended January 31, 2022)	$ 613,000
2023	478,000
2024	234,000
2025	13,000
2026	7,000
Thereafter	0
Total future minimum lease payments	1,345,000
Less imputed interest	(102,000)
Total	1,243,000
Other current liabilities	698,000	$ 832,000
Operating lease liabilities	545,000	$ 675,000
Total	1,243,000
Other Current Liabilities [Member]
Other current liabilities	$ 698,000

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Note 12 - PPP loans (Details Textual) - USD ($) $ in Millions		1 Months Ended
	May 01, 2020	May 31, 2020
Paycheck Protection Program CARES Act [Member]
Proceeds from Issuance of Long-term Debt, Total	$ 2.8	$ 2.8

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Note 13 - Cash Dividend and Declared Dividends (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Payments of Ordinary Dividends, Common Stock	$ 0	$ 0

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Note 14 - Subsequent Events (Details Textual) - USD ($)	Dec. 01, 2022	Mar. 01, 2022	Feb. 25, 2022
Revolving Credit Facility [Member] | Bloomberg Short-Term Bank Yield Index Rate [Member]
Debt Instrument, Basis Spread on Variable Rate			2.00%
Subsequent Event [Member] | Microlab/FXR LLC [Member]
Business Acquisition, Percentage of Voting Interests Acquired		100.00%
Business Combination, Consideration Transferred, Total		$ 24,250,000
Subsequent Event [Member] | Bank of America, N.A. [Member]
Line of Credit Facility, Maximum Borrowing Capacity			$ 3,000,000
Debt Instrument, Face Amount			$ 17,000,000
Debt Instrument, Interest Rate, Stated Percentage			3.76%
Forecast [Member]
Lessee, Operating Lease, Term of Contract (Year)	10 years
Forecast [Member] | 16868 Via Del Campo Court [Member]
Operating Lease, Payments	$ 139,123.20