rfil20220430

rfil20220430_10q.htm

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 April 30, 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 June 14, 2022 was 10,118,685.

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)

	April 30,		October 31,
	2022		2021
	(Unaudited)		(Note 1)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	3,752	$	13,053
Trade accounts receivable, net of allowance for doubtful accounts of $117 and $87, respectively		14,706		13,523
Inventories		19,168		11,179
Other current assets		3,926		2,893
TOTAL CURRENT ASSETS		41,552		40,648

Property and equipment:
Equipment and tooling		4,326		3,986
Furniture and office equipment		1,214		1,086
		5,540		5,072
Less accumulated depreciation		4,559		4,364
Total property and equipment, net		981		708

Operating lease right of use assets, net		1,568		1,453
Goodwill		7,457		2,467
Amortizable intangible assets, net		14,456		2,739
Non-amortizable intangible assets		2,874		1,174
Deferred tax assets		325		389
Other assets		434		70
TOTAL ASSETS	$	69,647	$	49,648

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	April 30,		October 31,
	2022		2021
	(Unaudited)		(Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	3,008	$	3,504
Accrued expenses		8,097		5,034
Current portion of Term Loan		2,424		-
Current portion of operating lease liabilities		1,073		832
TOTAL CURRENT LIABILITIES		14,602		9,370

Operating lease liabilities		524		675
Term Loan, net of debt issuance costs		14,344		-
TOTAL LIABILITIES		29,470		10,045

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Common stock - authorized 20,000,000 shares of $0.01 par value; 10,118,685 and 10,058,571 shares issued and outstanding at April 30, 2022 and October 31, 2021, respectively		102		101
Additional paid-in capital		24,648		24,301
Retained earnings		15,427		15,201
TOTAL STOCKHOLDERS' EQUITY		40,177		39,603
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	69,647	$	49,648

See Notes to Unaudited Condensed Consolidated Financial Statements.

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 April 30,					Six Months Ended April 30,
	2022			2021		2022			2021

Net sales	$	21,505		$	11,057	$	38,423		$	21,059
Cost of sales		15,425			6,287		28,259			13,683

Gross profit		6,080			4,770		10,164			7,376

Operating expenses:
Engineering		857			202		1,310			633
Selling and general		4,477			1,884		8,470			4,647
Total operating expenses		5,334			2,086		9,780			5,280

Operating income		746			2,684		384			2,096

Other (expense) income		(107	)		2,809		(102	)		2,800
Income before provision for income taxes		639			5,493		282			4,896
Provision for income taxes		136			648		56			454

Consolidated net income	$	503		$	4,845	$	226		$	4,442

Earnings per share:
Basic	$	0.05		$	0.49	$	0.02		$	0.45
Diluted	$	0.05		$	0.48	$	0.02		$	0.44

Weighted average shares outstanding:
Basic		10,107,687			9,963,291		10,087,309			9,927,776
Diluted		10,243,636			10,129,472		10,229,704			10,096,916

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share amounts)

	For the Three Months Ended April 30, 2022
						Additional
	Common Stock					Paid-in			Retained
	Shares			Amount		Capital			Earnings		Total
Balance, January 31, 2022		10,096,175		$	101	$	24,427		$	14,924	$	39,452

Exercise of stock options		22,927			1		56			-		57

Stock-based compensation expense		-			-		168			-		168

Tax withholding related to vesting of restricted stock		(417	)		-		(3	)		-		(3	)

Consolidated net income		-			-		-			503		503

Balance, April 30, 2022		10,118,685		$	102	$	24,648		$	15,427	$	40,177

	For the Six Months Ended April 30, 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

Exercise of stock options		22,927			1		56			-		57

Stock-based compensation expense		-			-		307			-		307

Issuance of restricted stock		39,666			-		-			-		-

Tax withholding related to vesting of restricted stock		(2,479	)		-		(16	)		-		(16	)

Consolidated net income		-			-		-			226		226

Balance, April 30, 2022		10,118,685		$	102	$	24,648		$	15,427	$	40,177

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share amounts)

	For the Three Months ended April 30, 2021
					Additional
	Common Stock				Paid-In		Retained
	Shares		Amount		Capital		Earnings		Total
Balance, January 31, 2021		9,962,456	$	100	$	23,441	$	8,617	$	32,158

Exercise of stock options		38,512		-		100		-		100

Stock-based compensation expense		-		-		137		-		137

Tax withholding related to vesting of restricted stock		88		-		-		-		-

Consolidated net income		-		-		-		4,845		4,845

Balance, April 30, 2021		10,001,056	$	100	$	23,678	$	13,462	$	37,240

	For the Six Months ended April 30, 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		156,701			1		484			-		485

Stock-based compensation expense		-			-		260			-		260

Issuance of restricted stock		36,834			1		(1	)		-		-

Forfeiture of restricted stock		(4,318	)		-		-			-		-

Tax withholding related to vesting of restricted stock		(2,279	)		-		(11	)		-		(11	)

Consolidated net income		-			-		-			4,442		4,442

Balance, April 30, 2021		10,001,056		$	100	$	23,678		$	13,462	$	37,240

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Six Months Ended April 30,
	2022			2021
OPERATING ACTIVITIES:
Consolidated net income	$	226		$	4,442

Adjustments to reconcile net income to net cash used in operating activities:
Bad debt expense		6			-
Depreciation and amortization		618			414
Stock-based compensation expense		307			260
Amortization of debt issuance cost		1			-
Tax payments related to shares cancelled for vested restricted stock awards		(16	)		(11	)
Deferred income taxes		64			836
PPP Loan and interest forgiveness		-			(2,807	)
Changes in operating assets and liabilities:
Trade accounts receivable		1,692			(694	)
Inventories		(3,987	)		(987	)
Other current assets		(1,026	)		(2,824	)
Right of use assets		(25	)		(14	)
Other long-term assets		(363	)		-
Accounts payable		(1,579	)		(238	)
Accrued expenses		2,443			684
Income taxes payable		-			(43	)
Other long-term liabilities		-			(370	)
Net cash used in operating activities		(1,639	)		(1,352	)

INVESTING ACTIVITIES:
Capital expenditures		(268	)		(168	)
Purchase of Microlab, net of cash acquired ($33)		(24,217	)		-
Net cash used in investing activities		(24,485	)		(168	)

FINANCING ACTIVITIES:
Proceeds from exercise of stock options		57			485
Debt issuance cost		(32	)		-
Term Loan payments		(202	)		-
Term Loan		17,000			-
Net cash provided by financing activities		16,823			485

Net decrease in cash and cash equivalents		(9,301	)		(1,035	)

Cash and cash equivalents, beginning of period		13,053			15,797

Cash and cash equivalents, end of period	$	3,752		$	14,762

Supplemental cash flow information – income taxes paid	$	340		$	28

See Notes to Unaudited Condensed Consolidated Financial Statements.

RF INDUSTRIES, LTD. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Unaudited interim condensed consolidated financial statements

Our accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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 six months ended April 30, 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 for the periods ended on or before January 31, 2022 include the accounts of 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”). The unaudited condensed consolidated financial statements for the three and six months ended April 30, 2022 include the accounts of RF Industries, Ltd. and our five wholly-owned subsidiaries: Cables Unlimited, Inc. (“Cables Unlimited”), Rel-Tech Electronics, Inc. (“Rel-Tech”), C Enterprises, Inc. (“C Enterprises”), Schroff Technologies International, Inc. (“Schrofftech”), and Microlab/FXR LLC (“Microlab”). Microlab is a wholly-owned subsidiary that RF Industries, Ltd. acquired effective March 01, 2022. For periods on or before January 31, 2022, references herein to the “Company” shall refer to RF Industries, Ltd., Cables Unlimited, Rel-Tech, C Enterprises, and Schrofftech and for all periods after January 31, 2022, reference to the “Company” shall refer to RF Industries, Ltd., Cables Unlimited, Rel-Tech, C Enterprises, Schrofftech and Microlab. 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 six months ended April 30, 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 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 April 30, 2022, the ERC in other receivable classified in other current assets were $1.7 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 April 30, 2022. Although no impairment indicators were identified, it is possible that impairments could emerge as the impact of the crisis 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. 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 April 30, 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 5 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 April 30, 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.

Note 2 – Business acquisition

On March 1, 2022, the Company completed its purchase (the “Purchase Transaction”) of 100% of the issued and outstanding membership interests of Microlab, 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 (as defined in Note 13) and paid the remaining amount of the cash purchase price with cash on hand.

The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting. The acquired assets and assumed liabilities have been recorded at their estimated fair values. We determined the estimated fair values with the assistance of appraisals or valuations performed by an independent third-party specialist. Microlab designs and manufactures high-performance RF and Microwave products enabling signal distribution and deployment of in-building DAS (distributed antenna systems), wireless base stations and small cell networks. The Microlab acquisition further diversifies and strengthens the portfolio of products that we offer to the market and allows us to provide a more complete solution to our customers in key market segments. All manufacturing operations are performed at Microlab’s facilities in New Jersey.

Closing occurred on March 1, 2022, accordingly, subsequent to March 1, 2022, Microlab’s financial results have been included in the results of the RF Connector and Cable Assembly (“RF Connector”) segment as well as in the consolidated statements of operations. The Company expects the goodwill recorded to be deductible for income tax purposes. Acquired amortizable intangible assets are being amortized on a straight-line basis over their estimated useful lives ranging from one to ten years. Total costs, as of April 30, 2022, related to the acquisition of Microlab were approximately $1.2 million and have been expensed as incurred and categorized in selling and general expenses.

The following table summarizes the components of the purchase price at fair values at March 1, 2022:

Cash consideration paid		$	24,250,000
Total consideration transferred		$	24,250,000

The following table summarizes the allocation of the preliminary purchase price at fair value at March 1, 2022:

Current assets	$	6,924,000
Property and equipment		198,000
Intangible assets		13,840,000
Goodwill		4,990,000
Non-interest bearing liabilities		(1,702,000	)
Net assets acquired at fair value	$	24,250,000

The current purchase price allocation is preliminary. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition dates during the measurement periods. Any adjustments to the preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively.

The following unaudited pro forma financial information presents the combined operating results of the Company and Microlab as if both acquisitions had occurred as of the beginning of the earliest period presented. Pro forma data is subject to various assumptions and estimates and is presented for informational purposes only. This pro forma data does not purport to represent or be indicative of the consolidated operating results that would have been reported had the transaction been completed as described herein, and the data should not be taken as indicative of future consolidated operating results.

Unaudited pro forma financial information assuming the acquisition of Microlab as of November 1, 2021 is presented in the following table:

	Three Months Ended April 30,				Six Months Ended April 30,
	2022		2021		2022		2021

Revenue	$	22,559	$	14,869	$	44,527	$	27,988
Net income		429		5,146		739		4,666

Earnings per share
Basic	$	0.04	$	0.52	$	0.07	$	0.47
Diluted	$	0.04	$	0.51	$	0.07	$	0.46

Note 3 – 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):

	April 30, 2022		October 31, 2021

Raw materials and supplies	$	12,676	$	6,422
Work in process		441		381
Finished goods		6,051		4,376

Totals	$	19,168	$	11,179

For the three months ended April 30, 2022, one vendor accounted for 35% of inventory purchases, while one vendor accounted for 15% of inventory purchases for the three months ended April 30, 2021. For the six months ended April 30, 2022, one vendor accounted for 32% of inventory purchases and no vendor accounted for more than 10% of inventory purchases for the six months ended April 30, 2021. We have arrangements with our vendors to purchase products based on purchase orders that we periodically issue.

Note 4 – Other current assets

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

	April 30, 2022		October 31, 2021

Employee retention credit ("ERC")	$	1,685	$	1,774
Prepaid taxes		602		314
Prepaid expense		1,012		439
Other		627		366

Totals	$	3,926	$	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 April 30, 2022, the remaining portion of the ERC that we have not yet received is included as other receivables in other current assets.

Note 5 – Accrued expenses

Accrued expenses consist of the following (in thousands):

	April 30, 2022		October 31, 2021

Wages payable	$	2,323	$	2,607
Accrued receipts		2,752		1,711
Other accrued expenses		3,022		716

Totals	$	8,097	$	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 April 30, 2022.

The following table summarizes the changes to the Level 3 liabilities measured at fair value for the six months ended April 30, 2022 and 2021 (in thousands):

	April 30, 2022		April 30, 2021
Beginning balance	$	-	$	296
Change in value		-		(296	)
Ending balance	$	-	$	-

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

Note 6 – Earnings per share

Basic earnings per share is computed by dividing net income 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. Potentially issuable securities totaling 420,223 and 321,338 shares for the three months ended April 30, 2022 and 2021, respectively, and 459,889 and 331,338 shares for the six months ended April 30, 2022 and 2021, respectively, 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 April 30,				Six Months Ended April 30,
	2022		2021		2022		2021

Weighted average shares outstanding for basic earnings per share		10,107,687		9,963,291		10,087,309		9,927,776

Add effects of potentially dilutive securities-assumed exercise of stock options		135,949		166,181		142,395		169,140

Weighted average shares outstanding for diluted earnings per share		10,243,636		10,129,472		10,229,704		10,096,916

Note 7 – 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 and six months ended April 30, 2022 and 2021.

The weighted average fair value of employee stock options that were granted during the six months ended April 30, 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:

	Six Months Ended April 30,
	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 April 30, 2022 and the changes in options outstanding during the six 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		(22,927	)	$	2.45
Options cancelled		-		$	-
Options outstanding at April 30, 2022		701,932		$	5.70
Options exercisable at April 30, 2022		354,141		$	6.18
Options vested and expected to vest at April 30, 2022		700,081		$	5.70

Weighted average remaining contractual life of options outstanding as of April 30, 2022: 6.62 years

Weighted average remaining contractual life of options exercisable as of April 30, 2022: 5.84 years

Weighted average remaining contractual life of options vested and expected to vest as of April 30, 2022: 6.62 years

Aggregate intrinsic value of options outstanding at April 30, 2022: $1,001,000

Aggregate intrinsic value of options exercisable at April 30, 2022: $427,000

Aggregate intrinsic value of options vested and expected to vest at April 30, 2022: $993,000

As of April 30, 2022, $779,000 and $523,000 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 2.52 and 1.36 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 April 30, 2022 and 2021, stock-based compensation expense totaled $168,000 and $137,000, respectively, and was classified in selling and general expenses. During the six months ended April 30, 2022 and 2021, stock-based compensation expense totaled $307,000 and $260,000, respectively, and was classified in selling and general expenses.

Note 8 – 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 April 30, 2022, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $2.9 million.

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

	Three Months Ended April 30,						Six Months Ended April 30,
	2022			2021			2022			2021
Wireless provider		24	%		*			28	%		*
Distributor A		*			12	%		*			14	%
Distributor B		*			11	%		*			11	%

For the six months ended April 30, 2022, one wireless carrier customer accounted for 28% of net sales and 21% of total net accounts receivable balance. Two customers, both distributors, accounted for approximately 14% and 11% of net sales and had accounts receivable balances that accounted for 13% and

SEC Form 10-Q filed by RF Industries Ltd.