rfil20210731

rfil20210731_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 July 31, 2021

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from ______________ to ______________.

Commission file number: 000-13301

RF INDUSTRIES, LTD.

(Exact name of registrant as specified in its charter)

Nevada	88-0168936
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7610 Miramar Road, Building 6000 San Diego, California	92126
(Address of principal executive offices)	(Zip Code)
(858) 549-6340
(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, $0.01 par value per share	RFIL	NASDAQ Global Market

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

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

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

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☐

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

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

The number of shares of the issuer’s Common Stock, par value $0.01 per share, outstanding as of September 9, 2021 was 10,040,598.

Part I. FINANCIAL INFORMATION

Item 1: Financial Statements

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	July 31		October 31,
	2021		2020
	(Unaudited)		(Note 1)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	12,578	$	15,797
Trade accounts receivable, net of allowance for doubtful accounts of $79 and $66, respectively		10,526		5,669
Inventories		10,400		8,586
Other current assets		4,124		813
TOTAL CURRENT ASSETS		37,628		30,865

Property and equipment:
Equipment and tooling		3,948		3,819
Furniture and office equipment		1,093		1,073
		5,041		4,892
Less accumulated depreciation		4,282		4,082
Total property and equipment, net		759		810

Operating lease right of use assets, net		1,482		1,421
Goodwill		2,467		2,467
Amortizable intangible assets, net		2,834		3,181
Non-amortizable intangible assets		1,174		1,174
Deferred tax assets		-		834
Other assets		70		70
TOTAL ASSETS	$	46,414	$	40,822

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	July 31,		October 31,
	2021		2020
	(Unaudited)		(Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	2,461	$	1,475
Accrued expenses		3,697		2,573
Current portion of PPP Loans		-		1,699
Current portion of operating lease liabilities		848		874
Income taxes payable		-		43
TOTAL CURRENT LIABILITIES		7,006		6,664

Deferred tax liabilities		90		-
Operating lease liabilities		698		635
PPP Loans		-		1,089
Other long-term liabilities		-		370
TOTAL LIABILITIES		7,794		8,758

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Common stock - authorized 20,000,000 shares of $0.01 par value; 10,025,598 and 9,814,118 shares issued and outstanding at July 31, 2021 and October 31, 2020, respectively		100		98
Additional paid-in capital		24,132		22,946
Retained earnings		14,388		9,020
TOTAL STOCKHOLDERS' EQUITY		38,620		32,064
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	46,414	$	40,822

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

Net sales	$	15,257	$	9,544		$	36,316	$	32,348
Cost of sales		10,198		6,814			23,881		23,778

Gross profit		5,059		2,730			12,435		8,570

Operating expenses:
Engineering		411		429			1,044		1,553
Selling and general		3,452		2,521			8,099		7,423
Total operating expenses		3,863		2,950			9,143		8,976

Operating income (loss)		1,196		(220	)		3,292		(406	)

Other income		2		1			2,803		18

Income (loss) before provision (benefit) for income taxes		1,198		(219	)		6,095		(388	)
Provision (benefit) for income taxes		272		(137	)		727		(148	)

Consolidated net income (loss)	$	926	$	(82	)	$	5,368	$	(240	)

Earnings (loss) per share:
Basic	$	0.09	$	(0.01	)	$	0.54	$	(0.02	)
Diluted	$	0.09	$	(0.01	)	$	0.53	$	(0.02	)

Weighted average shares outstanding:
Basic		9,979,578		9,714,700			9,955,193		9,661,054
Diluted		10,150,396		9,714,700			10,131,172		9,661,054

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share amounts)

	For the Three Months Ended July 31, 2021
						Additional
	Common Stock					Paid-in			Retained
	Shares			Amount		Capital			Earnings		Total
Balance, May 1, 2021		10,001,056		$	100	$	23,678		$	13,462	$	37,240

Exercise of stock options		23,827			-		82			-		82

Stock-based compensation expense		-			-		374			-		374

Issuance of restricted stock		1,840			-		-			-		-

Forfeiture of restricted stock		(864	)		-		-			-		-

Tax withholding related to vesting of restricted stock		(261	)		-		(2	)		-		(2	)

Consolidated net income		-			-		-			926		926

Balance, July 31, 2021		10,025,598		$	100	$	24,132		$	14,388	$	38,620

	For the Nine Months Ended July 31, 2021
						Additional
	Common Stock					Paid-in			Retained
	Shares			Amount		Capital			Earnings		Total
Balance, November 1, 2020		9,814,118		$	98	$	22,946		$	9,020	$	32,064

Exercise of stock options		180,528			1		566			-		567

Stock-based compensation expense		-			-		634			-		634

Issuance of restricted stock		38,674			1		(1	)		-		-

Forfeiture of restricted stock		(5,182	)		-		-			-		-

Tax withholding related to vesting of restricted stock		(2,540	)		-		(13	)		-		(13	)

Consolidated net income		-			-		-			5,368		5,368

Balance, July 31, 2021		10,025,598		$	100	$	24,132		$	14,388	$	38,620

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share amounts)

	For the Three Months Ended July 31, 2020
					Additional
	Common Stock				Paid-in		Retained
	Shares		Amount		Capital		Earnings			Total
Balance, May 1, 2020		9,758,062	$	98	$	22,652	$	8,943		$	31,693

Exercise of stock options		12,339		-		22		-			22

Stock-based compensation expense		-		-		161		-			161

Issuance of common shares		1,116		-		5		-			5

Consolidated net loss		-		-		-		(82	)		(82	)

Balance, July 31, 2020		9,771,517	$	98	$	22,840	$	8,861		$	31,799

	For the Nine Months Ended July 31, 2020
					Additional
	Common Stock				Paid-in			Retained
	Shares		Amount		Capital			Earnings			Total
Balance, November 1, 2019		9,462,267	$	95	$	21,949		$	9,489		$	31,533

Exercise of stock options		241,209		2		443			-			445

Stock-based compensation expense		-		-		367			-			367

Issuance of restricted stock		54,850		1		(1	)		-			-

Issuance of common shares		13,191		-		82			-			82

Dividends		-		-		-			(388	)		(388	)

Consolidated net loss		-		-		-			(240	)		(240	)

Balance, July 31, 2020		9,771,517	$	98	$	22,840		$	8,861		$	31,799

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Nine Months Ended July 31,
	2021			2020
OPERATING ACTIVITIES:
Consolidated net income (loss)	$	5,368		$	(240	)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Bad debt expense		17			17
Depreciation and amortization		592			760
Stock-based compensation expense		634			449
Tax payments related to shares cancelled for vested restricted stock awards		(13	)		-
Deferred income taxes		924			219
PPP Loan and interest forgiveness		(2,807	)		-
Changes in operating assets and liabilities:
Trade accounts receivable		(4,874	)		7,395
Inventories		(1,814	)		(219	)
Other current assets		(3,311	)		(544	)
Right of use assets		(24	)		94
Other long-term assets		-			(2	)
Accounts payable		986			(1,293	)
Accrued expenses		1,143			(1,576	)
Income taxes payable		(43	)		(21	)
Other long-term liabilities		(370	)		(778	)
Net cash (used in) provided by operating activities		(3,592	)		4,261

INVESTING ACTIVITIES:
Capital expenditures		(194	)		(117	)
Purchase of Schrofftech, net of cash acquired ($99)		-			(3,901	)
Net cash used in investing activities		(194	)		(4,018	)

FINANCING ACTIVITIES:
Proceeds from exercise of stock options		567			445
Dividends paid		-			(388	)
Proceeds from PPP Loan		-			2,788
Net cash provided by financing activities		567			2,845

Net (decrease) increase in cash and cash equivalents		(3,219	)		3,088

Cash and cash equivalents, beginning of period		15,797			12,540

Cash and cash equivalents, end of period	$	12,578		$	15,628

Supplemental cash flow information – income taxes paid	$	309		$	415

See Notes to Unaudited Condensed Consolidated Financial Statements.

RF INDUSTRIES, LTD. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Unaudited interim condensed consolidated financial statements

Our accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, which are normal and recurring, have been included in order to make the information not misleading. Information included in the consolidated balance sheet as of October 31, 2020 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, 2020 included in our Annual Report on Form 10-K (“Form 10-K”) for the year ended October 31, 2020 that was previously filed with the Securities and Exchange Commission (“SEC”). Operating results for the nine months ended July 31, 2021 are not necessarily indicative of the results that may be expected for the year ending October 31, 2021. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Form 10-K.

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of RF Industries, Ltd. and our four wholly-owned subsidiaries: Cables Unlimited, Inc. (“Cables Unlimited”), Rel-Tech Electronics, Inc. (“Rel-Tech”), C Enterprises, Inc. (“C Enterprises”), and Schroff Technologies International, Inc. (“Schrofftech”). All references to the “Company,” “we,” “us,” or “our” 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 nine months ended July 31, 2021. 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 CARES Act totaling approximately $2.8 million (“PPP Loans”). See Note 13 on discussions of the PPP Loans.

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

We considered the impact of the COVID-19 related economic slowdown on our evaluation of goodwill and non-amortizable intangibles impairment indicators as of July 31, 2021. 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. 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 July 31, 2021 and October 31, 2020, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and the current portion of the PPP Loans 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 February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU requires lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under the current GAAP. Under ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. We adopted the standard as of November 1, 2019, the beginning of our fiscal 2020, applying the modified retrospective method. We elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, allows us to carryforward the historical lease classification. We elected the policy which allows us to combine the nonlease components with their related lease components rather than separating, and the policy election to keep leases with an initial term of 12 months or less off of the balance sheet. Operating leases are included in our consolidated balance sheet as operating lease right of use (“ROU”) assets, other current liabilities, and operating lease liabilities. Finance leases are included in finance ROU assets, other current liabilities, and finance lease liabilities on our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the duration of the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term and is recognized on the consolidated statements of operations. The adoption of the standard resulted in a material recognition of additional ROU assets and lease liabilities of approximately $2.3 million and $2.4 million, respectively, as of November 1, 2019, but did not materially affect our consolidated net loss.

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

Note 2 – Business acquisition

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

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

Although the closing occurred on November 4, 2019, the acquisition of Schrofftech is deemed to have become effective for financial accounting purposes as of November 1, 2019. Accordingly, subsequent to November 1, 2019, Schrofftech’s financial results have been included in the results of the Custom Cabling Manufacturing and Assembly segment (“Custom Cabling segment”) as well as in the consolidated statements of operations. Total costs related to the acquisition of Schrofftech were approximately $151,000 and have been expensed as incurred and categorized in selling and general expenses during periods prior to November 1, 2020.

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

Cash consideration paid	$	4,000,000
Earn-out liability		1,249,000
Total purchase price	$	5,249,000

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

Current assets	$	1,168,000
Fixed assets		58,000
Intangible assets		3,299,000
Goodwill		1,127,000
Non-interest bearing liabilities		(403,000	)
Net assets	$	5,249,000

Note 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):

	July 31, 2021		October 31, 2020

Raw materials and supplies	$	6,034	$	4,410
Work in process		301		196
Finished goods		4,065		3,980

Totals	$	10,400	$	8,586

One vendor accounted for 27% of inventory purchases for the three months ended July 31, 2021, and 17% of inventory purchases for the nine months ended July 31, 2021. Two vendors accounted for 12% and 10% of inventory purchases for the three months ended July 31, 2020, but no vendors accounted for more than 10% of inventory purchases for the nine months ended July 31, 2020. 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):

	July 31, 2021		October 31, 2020

Employee retention credit	$	2,750	$	-
Prepaid taxes		463		-
Prepaid expense		572		393
Other		339		420

Totals	$	4,124	$	813

Pursuant to the CARES Act, eligible employers are able to claim an ERC, which is a refundable tax credit against certain employment taxes. If the employer’s employment tax deposits are not sufficient to cover the credit, the employer may get an advance payment from the IRS. The period assessed for eligibility of the ERC is on a calendar year basis. For the first and second quarter of calendar year 2021, we were eligible to claim the ERC. As of July 31, 2021, 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):

	July 31, 2021		October 31, 2020

Wages payable	$	1,838	$	1,506
Accrued receipts		1,271		518
Other accrued expenses		588		549

Totals	$	3,697	$	2,573

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

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

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

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

Description		Level 3
Earn-out liability		$	-

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2020 (in thousands):

Description		Level 3
Earn-out liability		$	370

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

	Level 3
	July 31, 2021		April 30, 2021			January 31, 2021			October 31, 2020
Beginning balance	$	-	$	296		$	370		$	1,249
Change in value		-		(296	)		(74	)		(879	)
Ending balance	$	-	$	-		$	296		$	370

Note 6 – Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding increased by the effects of assuming that other potentially dilutive securities (such as stock options) outstanding during the period had been exercised and the treasury stock method had been applied. During the three and nine months ended July 31, 2020, we reported a net loss and diluted loss per share is computed the same as basic loss per share as the effect of utilizing the fully diluted share count would have reduced the net loss per share which has an anti-dilutive effect. Therefore, all outstanding stock options are excluded from the computation of diluted loss per share. Potentially issuable securities that are out-of-the-money totaled 298,015 and 402,838 shares for the three months ended July 31, 2021 and 2020, respectively, and 371,338 and 402,838 shares for the nine months ended July 31, 2021 and 2020, respectively. These shares were excluded from the calculation of diluted per share amounts because of their anti-dilutive effect.

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

	Three Months Ended July 31,				Nine Months Ended July 31,
	2021		2020		2021		2020

Weighted average shares outstanding for basic earnings (loss) per share		9,979,578		9,714,700		9,955,193		9,661,054

Add effects of potentially dilutive securities-assumed exercise of stock options		170,818		-		175,979		-

Weighted average shares outstanding for diluted earnings (loss) per share		10,150,396		9,714,700		10,131,172		9,661,054

Note 7 – Stock-based compensation and equity transactions

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

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

●

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

●

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

●

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

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

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

On July 16, 2021, our Chief Executive Officer was granted incentive stock options to purchase 50,000 shares. These options immediately vested on the date of grant, and expire ten years from the date of grant.

No other shares or options were granted to Company employees during the three and nine months ended July 31, 2021 and 2020.

The weighted average fair value of employee stock options that were granted during the nine months ended July 31, 2021 and 2020 was estimated to be $3.38 and $3.06, respectively, per share, using the Black-Scholes option pricing model with the following assumptions:

	Nine Months Ended July 31,
	2021			2020
Risk-free interest rate		0.58	%		1.58	%
Dividend yield		0.00	%		0.63	%
Expected life of the option (in years)		7.00			7.01
Volatility factor		52.34	%		52.68	%

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 2021 and 2020 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, 2020. A summary of the status of the options granted under our stock option plans as of July 31, 2021 and the changes in options outstanding during the nine months then ended is presented in the table that follows:

				Weighted
				Average
	Shares			Exercise Price
Outstanding at November 1, 2020		789,179		$	4.66
Options granted		117,000		$	6.57
Options exercised		(180,528	)	$	3.15
Options cancelled		(91,793	)	$	5.88
Options outstanding at July 31, 2021		633,858		$	5.26
Options exercisable at July 31, 2021		323,568		$	5.78
Options vested and expected to vest at July 31, 2021		633,522		$	5.27

Weighted average remaining contractual life of options outstanding as of July 31, 2021: 6.48 years

Weighted average remaining contractual life of options exercisable as of July 31, 2021: 5.59 years

Weighted average remaining contractual life of options vested and expected to vest as of July 31, 2021: 6.48 years

Aggregate intrinsic value of options outstanding at July 31, 2021: $2,729,000

Aggregate intrinsic value of options exercisable at July 31, 2021: $1,221,000

Aggregate intrinsic value of options vested and expected to vest at July 31, 2021: $2,713,000

As of July 31, 2021, $587,000 and $311,000 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 2.86 and 1.37 years, respectively.

Non-employee directors receive a compensation package of $50,000 annually, which is paid one-half in cash and one-half through the grant of non-qualified awards. For fiscal 2020, compensation payable to non-employee directors was prorated from November 1, 2019 through August 31, 2020. On November 4, 2019, we granted each of our five non-employee directors 3,270 shares of restricted stock. The number of restricted shares granted to each director was determined by prorating $25,000 for the ten months ended August 31, 2020 and dividing by the 20-day average closing stock price ($6.36). These restricted shares vested ratably through August 31, 2020. As compensation for services to be provided until the 2021 annual meeting of stockholders in September 2021, we granted each of our five non-employee directors 5,757 shares of restricted stock, which number was determined by dividing $25,000 by the 20-day average closing stock price ($4.34). On December 31, 2020, a new director joined the Board of Directors. We granted the new director 3,334 shares of restricted stock as payment for the year ending with the 2021 annual meeting. The number of restricted stock was determined by prorating $25,000 for the 8.5 months of service upon joining the Board of Directors through the 2021 annual meeting and dividing by the 20-day average closing stock price ($5.31).

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

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

Stock option expense

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

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 July 31, 2021, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $12.9 million.

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

Three Months Ended July 31,

Nine Months Ended July 31,

2021

2020