R F INDUSTRIES LTD 10-K

ITEM 9A. 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 management necessarily is required to apply its judgment in weighting 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.   As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of October 31, 2021.   22     Management ’ s Report on Internal Control over Financial Reporting   The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.   Our system of internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.   Under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the above evaluation, management has concluded that our internal control over financial reporting was effective as of October 31, 2021.   This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.   Changes in Internal Controls   Other than as described below, there were no changes in our internal control over financial reporting during the most recent fiscal quarter ended October 31, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.   Inherent Limitations of Internal Controls   Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.   PART III   ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   Set forth below is information regarding the Company’s directors, including information furnished by them as to their principal occupations for the last five years, and their ages as of January 14, 2022. Other than Robert Dawson, our current President and Chief Executive Officer, all of the Directors are “independent directors” as defined by the listing standards of the NASDAQ Stock Market, and the Board of Directors has determined that such independent directors have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director.   Name   Age   Director Since Marvin H. Fink   85   2001 Gerald Garland   71   2017 Robert Dawson   48   2018 Sheryl Cefali   59   2019 Mark Holdsworth   56   2020   Marvin H. Fink has served on the Board since 2001. Mr. Fink is a retired executive who most recently served as the Chief Executive Officer, President and Chairman of the Board of Recom Managed Systems, Inc. from October 2002 to March 2005. Prior thereto, Mr. Fink was President of Teledyne’s Electronics Group. Mr. Fink was employed at Teledyne for 39 years. He holds a B.E.E. degree from the City College of New York, an M.S.E.E. degree from the University of Southern California and a J.D. degree from the University of San Fernando Valley. He is an inactive member of the California Bar.   23     Gerald T. Garland has been a Board member since 2017 and currently serves as Chairman of the Audit Committee. From 2006 until 2015, Mr. Garland was Senior Vice President of Solutions Development and Product Management for TESSCO Technologies, a publicly-traded value-added distributor and solutions provider for the wireless industry until 2015. Prior to that, Mr. Garland served as Senior Vice President of the Commercial Division at TESSCO, where he was responsible for sales, business and product development and product management at the Company’s core wireless communications business. He was previously Director of Business Development at American Express Tax and Business Services from 2002 to 2003, where he was involved in an expanded asset recovery capability for Fortune 1000 corporations. From 2000 to 2001, he was Chief Financial Officer at Mentor Technologies, a developer of on-line, Cisco certification training products. Mr. Garland was Chief Financial Officer and Treasurer at TESSCO Technologies from 1993 to 1999 during the Company’s successful Initial Public Offering and oversaw TESSCO’s annual sales expansion from $50 million to over $160 million. Prior to joining TESSCO, Mr. Garland held leadership positions at Bank of America and Stanley Black & Decker. Mr. Garland received his M.B.A., with a concentration in Finance, from Loyola University and his Bachelor of Science in Business Management and Accounting from Towson University. He is currently a Co-Founder of Life, Leadership and Legacy, LLC, the Managing Director at Inscite Consulting and on the Board of Directors and Senior Adviser to the World Trade Center Institute. He is also on the Executive Committee of Communications Electronics, Inc. and the Board of SOZO Children.   Robert Dawson has been the Company’s President and Chief Executive Officer since July 17, 2017. Effective July 21, 2018, Mr. Dawson was appointed to the Company’s Board to also serve as a director. Prior to joining RF Industries on July 17, 2017, Mr. Dawson was President and CEO of Vision Technology Services, an information technology consulting and project management company that was acquired by BG Staffing. He spent 2007-2013 at TESSCO Technologies, a publicly traded distributor of wireless products and services. At TESSCO Mr. Dawson held multiple executive roles in sales, marketing, product management and strategy culminating with being Vice President of Sales, responsible for TESSCO’s sales organization and leading a team delivering more than $700 million in sales. He joined TESSCO through the 2007 acquisition of NetForce Solutions, a technology training and consulting firm that he co-founded in 2000 and led as the Chief Executive Officer through seven years of growth before being acquired by TESSCO. Mr. Dawson received his Bachelor's degree in Business Administration from Hillsdale College.   Sheryl Cefali was appointed to the Board of Directors in 2019 and currently serves as the Chair of the Compensation Committee and Chair of the Nominating and Governance Committee. Ms. Cefali is a Managing Director in the transactions opinions practice at Duff & Phelps, A Kroll Business and head of the firm’s Los Angeles office. Ms. Cefali has over 30 years of experience rendering fairness and solvency opinions and determining valuations of companies and securities. She is a member of the Fairness and Solvency Opinion Senior Review Committee at Duff & Phelps. Prior to joining Duff & Phelps in 1990, she was a Vice President with Houlihan Lokey. Ms. Cefali received her M.B.A. with a concentration in finance from the University of Southern California and her B.A. degree from the University of California at Santa Barbara.   Mark K. Holdsworth was appointed to the Board on December 31, 2020, and was elected as the Chairman of the Board effective June 15, 2021. Mr. Holdsworth is the Managing Partner of The Holdsworth Group, LLC (“THG”), which he founded in 2019. THG is a capital partner, advisor, and curator of alternative investments for family offices and corporations worldwide. From 1999-2018, Mr. Holdsworth was a Co-Founder, Managing Partner and Operating Partner of Tennenbaum Capital Partners, LLC (“TCP”), a Los Angeles-based private multi-strategy investment firm that was acquired by BlackRock, Inc. in August 2018, and was a Managing Director of BlackRock until April 2019. Mr. Holdsworth is currently a director of Parsons Corporation (NYSE: PSN), where he serves as Chairman of the Corporate Governance and Responsibility Committee and as a member of the Executive Committee. Mr. Holdsworth earned a Bachelor of Arts degree from Pomona College, a Bachelor of Science degree (with Honors) from the California Institute of Technology and a Master of Business Administration degree from Harvard Business School.   The Company believes that Messrs. Fink, Garland, Dawson, and Holdsworth and Ms. Cefali have the following qualifications as members of the Board of Directors:   Marvin Fink: Mr. Fink has significant experience in a variety of areas important to overseeing the management and operations of this Company, including experience as an executive officer, an engineer and a lawyer. Mr. Fink has been the principal executive officer of a public company as well as the President of Teledyne’s Electronics Group. He has degrees in engineering and law and was involved in the electronics industry for over 40 years.   Gerald T. Garland: Mr. Garland has significant leadership experience in product management, sales management, solutions development, global sourcing and financial management. Mr. Garland served as a Chief Financial Officer and Senior Vice President for a leading distributor and solutions provider to the wireless industry for over 18 years. Mr. Garland has also held senior leadership positions with Bank of America, Stanley Black & Decker, American Express and TESSCO Technologies.   Robert Dawson: Mr. Dawson has significant leadership experience in sales, marketing, product management and strategy for a leading publicly traded distributor of wireless products and services. Mr. Dawson also served as President and CEO of an information technology consulting and project management company and was a co-founder of a successful telecom and wireless technology training and consulting firm that he led for seven years of growth until it was acquired.   Sheryl Cefali: Ms. Cefali has over 30 years of experience rendering fairness and solvency opinions and determining valuations of companies and securities. Ms. Cefali is currently a Managing Director at Duff & Phelps, A Kroll Business, is the head of that firm’s Los Angeles office, and is a member of that firm’s Fairness and Solvency Opinion Senior Review Committee.   Mark K. Holdsworth: Mr. Holdsworth has significant experience in investment banking and investment management. In addition, Mr. Holdsworth has experience in serving on the Boards of Directors of major public companies and as the Chairman of a Corporate Governance and Responsibility Committee.   24     Management   Robert Dawson, 48, has been the Company’s President and Chief Executive Officer since July 17, 2017. Effective July 21, 2018, Mr. Dawson was appointed to the Company’s Board to also serve as a director. See preceding section for information regarding Mr. Dawson.   Peter Yin, 39, Chief Financial Officer, was appointed as the Company’s Interim Chief Financial Officer and Corporate Secretary effective July 11, 2020, promoted to Chief Financial Officer on January 12, 2021 and additionally appointed Treasurer on December 10, 2021. Mr. Yin, a Certified Public Accountant and a Certified Fraud Examiner, joined the Company in September 2014 and served as the Company’s Senior Vice President, Finance & Operations since November 2019. Prior to joining the Company, Mr. Yin worked at Sony Corporation of America in Corporate Audit from 2010 to 2014, and at Grant Thornton in the Assurance practice from 2006 to 2010. Mr. Yin received a Bachelor’s degree in Accountancy from the University of San Diego.   Significant Employee   Ray Bibisi, 57, joined the Company as Chief Revenue Officer in January 2020. Prior to joining the Company, he spent the over 30 years at Radio Frequency Systems, where he concurrently held the roles of Vice President of Sales and General Manager of North America, and was a member of the Global Governing Executive Committee.   Board of Director Meetings   During the fiscal year ended October 31, 2021, the Board of Directors held seven meetings. During the fiscal year ended October 31, 2021, each member of the Board of Directors attended at least 75% of the meetings of the Board of Directors and of the Board committees on which they served.   Board Age Limitation Policy   In December 2020 the Board adopted a policy that no individual shall be eligible to be nominated by the Board of Directors for election or re-election as a member of the Board if, at the time of the nomination, the individual has attained the age of 75 years.   Board Committees   During fiscal 2021, the Board of Directors maintained four committees: the Compensation Committee, the Audit Committee, the Nominating and Corporate Governance Committee, and the Strategic Planning and Capital Allocation Committee.   The Audit Committee meets periodically with the Company’s management and independent registered public accounting firm to, among other things, review the results of the annual audit and quarterly reviews and discuss the financial statements. The Audit Committee also hires the independent registered public accounting firm, and receives and considers the accountant’s comments as to controls, adequacy of staff and management performance and procedures. The Audit Committee is also authorized to review related party transactions for potential conflicts of interest and to conduct internal investigations into whistleblower complaints, and to oversee the Company’s cybersecurity risk, policies and procedures. During fiscal 2021, until September 8, 2021, the Audit Committee was composed of Mr. Garland (Chair), Mr. Benoit and Ms. Cefali. Mr. Benoit’s term as a director, and as a member of the Audit Committee, ended effective September 8, 2021, and Mr. Holdsworth was appointed as a new member of the Audit Committee on September 8, 2021. Each of the current members of the Audit Committee is a non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. In addition, each of the members of the Audit Committee has significant knowledge of financial matters, and Messrs. Garland and Holdsworth are “audit committee financial experts.” The Audit Committee met four times during fiscal 2021.   The Compensation Committee currently consists of Ms. Cefali (Chair), Mr. Fink, Mr. Garland, and Mr. Holdsworth, each of whom is a non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. During fiscal 2021 Mr. Benoit served on the Compensation Committee until his term expired on September 8, 2021, and Mr. Holdsworth was appointed to the Compensation Committee on September 8, 2021. The Compensation Committee is responsible for considering and recommending to the Board the compensation arrangements for senior management. As part of its other responsibilities, the Compensation Committee provides general oversight of our compensation structure and, if deemed necessary, retains and approves the terms of the retention of compensation consultants and other compensation experts. Other specific duties and responsibilities of the Compensation Committee include reviewing the performance of executive officers; reviewing and approving objectives relevant to executive officer compensation; recommending equity-based and incentive compensation plans; and recommending compensation policies and practices for service on our Board of Directors and its committees and for the Chair of our Board of Directors. The Compensation Committee held five meetings during fiscal 2021.   The Nominating and Corporate Governance Committee is responsible for developing and recommending corporate governance guidelines to the Board, identifying qualified individuals to become directors, recommending selected nominees to serve on the Board, and overseeing the evaluation of the Board and its committees. The Nominating and Corporate Governance Committee currently consists of Ms. Cefali (Chair since taking over for Mr. Benoit on September 8, 2021), Mr. Holdsworth, and Mr. Fink, each of whom is a non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. During fiscal 2021 Mr. Benoit chaired the Committee until his term on the Board of Directors expired on September 8, 2021. The Nominating and Corporate Governance Committee held four meetings during fiscal 2021.   25     The Strategic Planning and Capital Allocation Committee is responsible for assisting the Board in carrying out its oversight responsibilities relating to potential mergers, acquisitions, divestitures, and other key strategic transactions outside the ordinary course of the Company’s business. This committee met twice in fiscal 2021 and consists of Mr. Holdsworth (Chair), Mr. Garland, and Mr. Dawson.   The Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Strategic Planning and Capital Allocation Committee each operate pursuant to a written charter, which charters are available on our website on www.rfindustries.com.   Code of Business Conduct and Ethics   We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of our Directors, officers and employees, including its principal executive officer and principal financial officer. The Code is posted on our website at www.rfindustries.com. We intend to disclose any amendments to the Code by posting such amendments on its website. In addition, any waivers of the Code for Directors or executive officers of the Company will be disclosed in a report on Form 8-K.   Delinquent Section 16(a) Reports   Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Based solely upon a review of the Section 16(a) reports filed electronically with the SEC by our executive officers and directors and persons owning more than 10% of our common stock and upon any written representations received from the executive officers and directors, to our knowledge, during the fiscal year ended October 31, 2021, our former director, Joseph Benoit, was late in filing two Forms 4. All other Section 16(a) reports were timely filed.   ITEM 11. EXECUTIVE COMPENSATION   Summary of Cash and Other Compensation . The following table sets forth compensation for services rendered in all capacities to the Company: (i) for each person who served as the Company’s Chief Executive Officer at any time during the past fiscal year, (ii) for the two most highly compensated executive officers, other than our Chief Executive Officer, who was employed with the Company on October 31, 2021 and who earned over $100,000 during the fiscal year ended October 31, 2021, and (iii) for up to two other executive officers who earned over $100,000 during the October 31, 2021 fiscal year but were no longer employed with the Company on October 31, 2021 (the foregoing executives are herein collectively referred to as the “Named Executive Officers”). Except for the persons listed below, no other executive officer of the Company received salary and bonus which exceeded $100,000 in the aggregate during the fiscal year ended October 31, 2021.   26     Summary Compensation Table                                                         Nonqualified                                                                 Non-Equity     Deferred                                                 Stock     Option     Incentive Plan     Compensation     All Other                 Salary     Severance     Bonus     Awards     Awards     Compensation     Earnings     Compensation     Total   Name and Principal Position Year   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($) (4)     ($)   Robert D. Dawson                                                                           President and Chief Executive Officer and Director (1) 2021     407,292       -       -       104,580  (5)     333,601  (6)     143,331  (14)     -       49,038       894,511     2020     400,000       -       -       167,100  (7)     127,844  (7)     -       -       46,154       741,098                                                                               Peter Yin                                                                           Chief Financial Officer (2) 2021     200,000       -       10,000       24,900  (8)     24,593  (9)     67,450  (14)     -       31,040       290,533     2020     181,827       -       -       38,787  (10)     22,829  (10)     -       -       26,625       270,068                                                                               Ray Bibisi                                                                           Chief Revenue Officer (3) 2021     200,000       -       7,500       18,675  (11)     18,445  (12)     67,450  (14)     -       9,155       253,775     2020     161,538       -       -       32,000  (13)     193,276  (13)     -       -       6,071       392,885       (1) Effective July 16, 2021, Mr. Dawson entered into a new employment agreement with the Company and, in connection therewith, his annual salary increased from $400,000 to $425,000.     (2) Effective July 11, 2020, Mr. Yin was appointed Interim Chief Financial Officer and new Corporate Secretary and, in connection therewith, his annual base salary increased from $175,000 to $187,000. Effective January 12, 2021, Mr. Yin was promoted to Chief Financial Officer, at which time his annual base salary increased from $187,000 to $200,000.     (3) Mr. Bibisi joined the Company as Chief Revenue Officer as of January 6, 2020 at an annual salary of $200,000.     (4) Represents accrued vacation.     (5) On January 12, 2021, Mr. Dawson was granted 21,000 shares of restricted stock valued at $104,580.     (6) On January 12, 2021, Mr. Dawson was granted options to purchase 42,000 shares of common stock at an exercise price of $4.98 (the closing price of the Company’s common stock on the date of grant) valued at $103,291. On July 16, 2021, Mr. Dawson entered into a new employment agreement with the Company and, in connection therewith, was granted an option to purchase 50,000 shares of common stock at an exercise price of $8.69 (the closing price of the Company’s common stock on the date of grant) . The option was valued at $230,310.     (7) On January 9, 2020, Mr. Dawson was granted 21,000 shares of restricted stock valued at $134,400 and options to purchase 42,000 shares of common stock at an exercise price of $6.40 (the closing price of the Company’s common stock on the date of grant) valued at $127,844. Mr. Dawson was also awarded 5,062 fully-vest shares valued at $32,397.     (8) On January 12, 2021, Mr. Yin was granted 5,000 shares of restricted stock valued at $24,900.     (9) On January 12, 2021, Mr. Yin was granted options to purchase 10,000 shares of common stock at an exercise price of $4.98 (the closing price of the Company’s common stock on the date of grant) valued at $24,593.     (10) On January 9, 2020, Mr. Yin was granted 3,750 shares of restricted stock valued at $24,000 and options to purchase 7,500 shares of common stock at an exercise price of $6.40 (the closing price of the Company’s common stock on the date of grant) valued at $22,829. Mr. Yin was also awarded 2,289 fully-vest shares valued at $14,650.     (11) On January 12, 2021, Mr. Bibisi was granted 3,750 shares of restricted stock valued at $18,675.     (12) On January 12, 2021, Mr. Bibisi was granted options to purchase 7,500 shares of common stock at an exercise price of $4.98 (the closing price of the Company’s common stock on the date of grant) valued at $18,445.     (13) Upon being appointed as the Chief Revenue Officer on January 6, 2020, Mr. Bibisi was also granted options to purchase 50,000 shares of common stock at an exercise price of $6.74 (the closing price of the Company’s common stock on the date of grant) valued at $162,837. On January 9, 2020, Mr. Bibisi was also granted 5,000 shares of restricted stock valued at $32,000 and options to purchase 10,000 shares of common stock at an exercise price of $6.40 (the closing price of the Company’s common stock on the date of grant) valued at $30,439.     (14) Represents year-end cash bonuses approved by the Board on January 10, 2022 under the incentive compensation plan for officers (including the named executive officers) and senior managers that the Company adopted on January 12, 2021.  Under the plan, officers and managers were entitled to cash bonuses based upon (i) the Company’s achievement of specified corporate goals and (ii) the satisfaction of subjective personal performance and contribution goals established for that participant. The personal bonus target for each of Mr. Dawson, Yin and Bibisi was 50% of their respective annual base salaries.  The Board determined that each of these officers achieved 67.5% of the established goals, and therefore each earned a bonus of 33.7% of their respective salary for the fiscal year ended October 31, 2021.   27     2021 Option Grants   On January 12, 2021, we granted incentive stock options to Mr. Dawson for the purchase of 42,000 shares, Mr. Yin for the purchase of 10,000 shares, and Mr. Bibisi for the purchase of 7,500 shares. The options vest over four years as follows: (i) one-quarter of the options shall vest on January 12, 2022; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 12, 2022. All incentive stock options expire ten years from the date of grant.   On July 16, 2021 Mr. Dawson 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 options were granted to the Named Executive Officers during the year ended October 31, 2021.   Holdings of Previously Awarded Equity   Equity awards held as of October 31, 2021 by each of our Named Executive Officers were issued under our 2020 Equity Incentive Plan and 2010 Stock Incentive Plan. The following table sets forth outstanding equity awards held by our Named Executive Officers as of October 31, 2021:   Outstanding Equity Awards As Of October 31, 2021       Option Awards       Number of     Number of     Equity Incentive Plan                 Securities     Securities     Awards: Number of                 Underlying     Underlying     Securities Underlying     Option           Unexercised     Unexercised     Unexercised     Exercise   Option       Options     Options     Unearned Options     Price   Expiration   Name   (#) Exercisable     (#) Unexercisable     (#)     ($)   Date                                         Robert D. Dawson     20,000               50,000 (1)     1.90   07/17/27         18,375               23,625 (2)     6.40   01/09/30         -               42,000 (3)     4.98   01/12/31         50,000               -       8.69   07/16/31                                         Peter Yin     8,000               48,000 (4)     2.40   12/13/27         3,282               4,218 (5)     6.40   01/09/30         -               10,000 (3)     4.98   01/12/31                                         Ray Bibisi     20,000               30,000 (6)     6.74   01/06/30         4,375               5,625 (7)     6.40   01/09/30                 -       7,500 (3)     4.98   01/12/31     (1) Vests as to 25,000 shares on July 17, 2022 and 25,000 shares on July 17, 2023. (2) Vests in installments of 2,625 shares per quarter. (3) Vests over four years as follows: (i) one-quarter shall vest on January 12, 2022; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 12, 2022. (4) Vests as to 8,000 shares annually following grant on December 13, 2017. (5) Vests in installments of 469 shares per quarter. (6) Vests as to 10,000 shares annually following grant on January 6, 2020. (7) Vests in installments of 625 shares per quarter.   During the fiscal year ended October 31, 2021, we did not adjust or amend the exercise price of stock options awarded to the Named Executive Officers.   28     Employment Agreements; Incentive Plan; Change of Control Arrangements   Employment Agreements   Robert Dawson. On July 17, 2019, RF Industries, Ltd. entered into a two-year employment agreement (the “2019 Agreement”) with Mr. Dawson. Under the 2019 Agreement, the Company agreed to pay Mr. Dawson an annual base salary of $400,000. Mr. Dawson was also eligible to participate in the Company’s annual bonus plan, pursuant to which he had the opportunity to earn a year-end bonus equal to fifty percent (50%) of his annual base salary.   On July 16, 2021, the Company entered into a new employment agreement (the “New Agreement”) with Robert D. Dawson, pursuant to which he will continue to serve as the Company’s President and Chief Executive Officer. The New Agreement became effective on July 17, 2021 and replaced Mr. Dawson’s prior employment agreement that expired on July 17, 2021. The initial term of the New Agreement ends on January 31, 2023, after which the New Agreement shall automatically renew for additional one (1) year periods, unless either Mr. Dawson or the Company provides the other party with written notice of non-renewal at least ninety (90) days prior to the date of automatic renewal.   Under the New Agreement, the Company agreed to pay Mr. Dawson an annual base salary of $425,000. Mr. Dawson will also be eligible to participate in the Company’s annual bonus plan, pursuant to which he will have the opportunity to earn a year-end bonus equal to fifty percent (50%) of his annual base salary. Under the New Agreement, if Mr. Dawson’s employment is terminated by the Company for any reason other than for “cause”, the Company is obligated to Mr. Dawson for (x) an amount equal to one year’s base salary as in effect at such time, and (y) the estimated pro rata portion of his target bonus that was earned through the date of termination, and the vesting period of all of Mr. Dawson’s unvested stock options and all unvested time-based restricted stock grants will automatically be fully accelerated as of the termination date. The foregoing provisions will not apply if Mr. Dawson voluntarily terminates his employment with the Company or is terminated for cause.   Also, effective July 17, 2021, Mr. Dawson received a fully vested, ten-year immediately exercisable stock option to purchase 50,000 shares of the Company’s common stock. The exercise price of this option is $8.69, which was the closing price on the date of the New Agreement. The New Agreement also provided that the vesting schedule of the remaining unvested portion of an option that was granted to him in 2017 was revised. On July 17, 2017, Mr. Dawson received stock options to purchase 100,000 shares of the Company’s common stock. The award has an exercise price of $1.90 and vests as to 10,000 shares per year on each anniversary of July 17, 2017 (with 10,000 shares having vested on July 17, 2017) while he is employed by the Company. As of July 17, 2021, 50,000 shares remained unvested under the 2017 option. Under the revised vesting schedule, provided that Mr. Dawson is still employed by the Company, 25,000 shares of those unvested options under the 2017 Option will vest on July 17, 2022, and the remaining 25,000 shares will vest on July 17, 2023.   Upon a Change of Control Transaction (as defined in the New Agreement), all of Mr. Dawson’s time based stock options and shares of restricted stock shall immediately vest, whether or not his employment is terminated. If, at the time of a Change of Control Transaction, Mr. Dawson’s employment is terminated by the Company for any reason other than cause (as defined in the New Agreement), Mr. Dawson will be entitled to receive a change of control cash payment in an amount equal to 12 months of his base salary.   Peter Yin. Mr. Yin was appointed as the Company’s Interim Chief Financial Officer effective July 11, 2020. Mr. Yin is currently employed on an at-will basis without written employment agreement. Mr. Yin’s annual base salary was $175,000 prior to his promotion to Interim Chief Financial Officer. Upon his promotion, Mr. Yin’s annual base salary was increased to $187,000. On January 12, 2021, the Board promoted Mr. Yin to Chief Financial Officer and, concurrently, also increased Mr. Yin’s annual base salary to $200,000.   Ray Bibisi. Mr. Bibisi was hired to serve as Chief Revenue Officer in January 2020 and is currently employed on an at-will basis without written employment agreement. Mr. Bibisi’s current annual base salary is $200,000.   Adoption of Fiscal Year   2021   Management   Incentive   Equity and Cash   Compensation   Plan   On January 12, 2021, the Board adopted an annual incentive compensation plan for officers (including the Company’s named executive officers) and certain senior managers of the Company and its subsidiaries for the fiscal year ended October 31, 2021 (the “2021 Compensation Plan”). Under the 2021 Compensation Plan, each participant (i) received an equity award as a long-term incentive, and (ii) is eligible to receive a cash payment after the end of the fiscal year as a short-term incentive.   Equity Awards . In order to provide long term incentives to the Company’s officers and managers, on January 12, 2021 the Board granted participating officers and managers shares of restricted stock and options to purchase the Company’s common stock. Provided the participating officer or manager is still employed with the Company or its subsidiaries on the following dates, the shares of restricted stock and the options shall 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, commencing with the first quarter following January 12, 2022. The options have a ten-year term and an exercise price of $4.98 per share (which was the closing price of the Company’s common stock on the date of grant).   Mr. Dawson, the Company’s President and Chief Executive Officer, also is a participant in the 2021 Compensation Plan and was granted 21,000 shares of restricted stock and options to purchase 42,000 shares of common stock. Mr. Yin, the Company’s Chief Financial Officer, was granted 5,000 shares of restricted stock and options to purchase 10,000 shares of common stock, and Mr. Bibisi was granted 3,750 shares of restricted stock and options to purchase 7,500 shares of common stock. All of the foregoing options have an exercise price of $4.98, which was the closing price of the Company’s common stock on the date of grant.   29     Cash Incentives . Under the 2021 Compensation Plan, cash incentive bonuses, if any, will be paid to certain officers and senior managers based upon (i) the Company’s achievement of specified financial goals and (ii) the Board’s discretionary review of each participant’s performance during fiscal 2021. The corporate goals will apply equally to all participating officers and managers. The subjective performance of each officer will be evaluated and determined by the Compensation Committee, in its sole discretion, after consultation with the Company’s Chief Executive Officer.   The maximum target cash bonus payable to participants if all of the goals are achieved will range from 15% to 50% of the recipient’s fiscal 2021 annual base salary. Bonuses will be weighted and based on (i) the Company’s achievement of certain fiscal 2021 revenues (weighted 30%), (ii) fiscal 2021 adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) (weighted 60%), and (iii) a subjective evaluation of each individual’s performance (weighted 10%). The calculation of adjusted EBITDA will exclude the impact of any business acquisitions or dispositions effected during the year, the impact of the Federal Paycheck Protection Program loans the Company has received, and equity compensation expenses accrued to management. The Board and the Compensation Committee reserve the right to modify these goals, criteria and target percentage at any time, and to grant bonuses to the participants even if the performance goals are not met. In addition, the Board and Compensation Committee may modify the bonus plan targets to reflect significant changes in Company’s business, including changes due to acquisitions or dispositions of businesses or product lines. The 2021 bonuses will be paid within 75 days after the end to the fiscal year to participating officers and managers who are employed with the Company or its subsidiaries on the date of payment.   Change of Control Arrangements   As described in “Employment Agreements; Incentive Plan; Change of Control Arrangements--Employment Agreements--Robert Dawson,” above, Mr. Dawson is entitled to a cash payment and the acceleration of the vesting of certain of his options upon a Change of Control Transaction (as defined in his current employment agreement).   The outstanding stock options currently owned by the Company’s principal officers (including Messrs. Dawson, Yin and Bibisi) and division managers provide that, immediately prior to a change of control (as defined), all unvested stock options will become fully vested and exercisable. In addition, the shares of restricted stock granted to each of the non-executive directors for his/her services to be rendered during the current year, shall also become fully vested upon a change of control event.   The Company has no other change of control payment agreements that are currently in effect.   Compensation of Directors   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, as shown on the table below.   DIRECTOR COMPENSATION FOR 2021       Fees                                       Earned or                                       Paid in     Stock     Option     All Other           Name   Cash     Awards (1)     Awards     Compensation     Total                                             Joseph Benoit  (4) $ 25,000     $ 40,000     $ -     $ -     $ 65,000   Sheryl Cefali   $ 25,000     $ 40,000     $ -     $ -     $ 65,000   Marvin H. Fink  (3) $ 25,000     $ 40,000     $ -     $ -     $ 65,000   Gerald Garland   $ 25,000     $ 40,000     $ -     $ -     $ 65,000   Howard F. Hill  (2) $ 6,250     $ 6,250     $ -     $ -     $ 12,500   Mark Holdsworth  (5) $ 17,710     $ 29,580     $ -     $ -     $ 47,290     (1) On September 15, 2020, each non-employee director was granted shares of restricted stock valued at $25,000 for serving on the Board, and $15,000 as a retainer for serving as the Chair of a committee.   30     (2)   (3)   (4)   (5) Effective December 22, 2020 Mr. Hill resigned from the Board of Directors.   Effective June 15, 2021 Mr. Fink stepped down as Chairman of the Board.   Effective September 8, 2021 Mr. Benoit’s term on the Board of Directors expired.   Mark K. Holdsworth was appointed as a director on December 31, 2020. Thereafter, on March 4, 2021, Mr. Holdsworth was appointed as the Chair of the Strategic Planning and Capital Allocation Committee, and on June 15, 2021, Mr. Holdsworth was appointed as our Chairman of the Board. In connection with the foregoing appointments, Mr. Holdsworth was granted the following stock options and other compensation: (i) 1,344 shares of restricted stock in connection with his appointment as Chair of the Strategic Planning and Capital Allocation Committee, which was determined by prorating the $15,000 annual cash payment through the remaining term ending September 15, 2021; and (ii) 496 shares of restricted stock as the pro-rated portion of his compensation for serving as Chairman of the Board.   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.   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS   The following table sets forth certain information regarding the ownership of the Company’s Common Stock as of January 4, 2022 for: (i) each director; (ii) the Company’s Named Executive Officers; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than 5% of the Common Stock. As of January 4, 2022, there were 10,058,571 shares of Common Stock issued and outstanding.   31         Number of Shares   Percentage   Name and Address of Beneficial Owner   Beneficially Owned (1)   Beneficially Owned                       Mark K. Holdsworth     512,565 (11)       5.1 %                     Robert D. Dawson     160,302  (2)       1.6 %                     Marvin H. Fink     142,182  (3)       1.4 %                     Gerald Garland     100,197  (4)       1.0 %                     Peter Yin     65,963         0.7 %                     Sheryl Cefali     34,785  (5)       0.3 %                     Ray Bibisi     33,437  (6)       0.3 %                     All Directors and Officers as a Group (7 Persons)     1,049,431  (7)       9.6 %                     Greater than 5% stockholders                                       Hytek International, Ltd                   9642 Penshurst Trace                   Charlotte, North Carolina 28210     813,546  (8)       8.1 %                     Renaissance Technologies LLC                   800 Third Avenue                   New York, New York 10022     766,569  (9)       7.6 %                     AIGH Investment Partners, L.P.                   6006 Berkeley Avenue                   Baltimore, MD 21209     406,115  (10)       4.0 %   (1)   Shares of common stock that could be acquired by a beneficial owner upon exercise of an option within 60 days from October 31, 2021 are considered outstanding for the purpose of computing the percentage of shares beneficially owned by such owner, but are not considered to be outstanding for any other purpose.     (2) Includes 70,000 shares that Mr. Dawson has the right to acquire upon exercise of options.     (3) Includes 45,130 shares that Mr. Fink has the right to acquire upon exercise of options.     (4) Includes 30,130 shares that Mr. Garland has the right to acquire upon exercise of options.     (5) Includes 3,082 shares that Ms. Cefali has the right to acquire upon exercise of options.     (6) Includes 24,687 shares that Mr. Bibisi has the right to acquire upon exercise of options.     (7) Includes 173,029 shares that the directors and officers have the right to acquire upon exercise of options.     (8) Based on the list of record holders maintained by the Company’s transfer agent and representation from company representatives.     (9) Based on a Schedule 13G/A jointly filed with the SEC by Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation on February 11, 2021.     (10) Based on a Schedule 13G/A filed with the SEC by AIGH Investment Partners L.P. on July 10, 2020.     (11) Includes shares of common stock owned by The Holdsworth Family Living Trust (the “ Trust ”) and by THG Securities Fund, L.P. (the “ Fund ”). Since Mr. Holdsworth is a trustee of the Trust and the founder of the managing member of THG Securities Advisors, LLC, the general partner and the investment manager of the Fund, Mr. Holdsworth may be deemed to be a beneficial owner of the shares owned by the Trust and the Fund.   32     ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE   None.   ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES   Audit Fees   The following is a summary of the fees billed to the Company by CohnReznick LLP, the Company’s independent registered public accounting firm, for professional services rendered related to the fiscal years ended October 31, 2021 and 2020:     Fee Category   2021     2020   Audit Fees   $ 223,380     $ 215,220   Audit-Related Fees     -       -   Total Fees   $ 223,380     $ 215,220       Audit Fees . Consists of fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by CohnReznick LLP in connection with statutory and regulatory filings or engagements.   Audit-Related Fees . Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit and review of the Company’s financial statements and are not reported under “Audit Fees.” We did not incur audit-related fees during fiscal 2021 and 2020.   ITEM 15. EXHIBITS   The Company’s consolidated financial statements and related notes thereto are listed and included in this Annual Report on Form 10-K beginning on page F-1. The following exhibits are filed as part of this Annual Report:   3.1 Amended and Restated Articles of Incorporation (2)   3.2 Amended and Restated Bylaws (3)   3.3 Amendment No. 1 to Amended and Restated Bylaws (4)   3.4 Amendment to Amended and Restated Bylaws (27)   4.1 Description of Registrant’s Securities   10.1 Multi-Tenant Industrial Gross Lease, effective March 31, 2009, between RF Industries, Ltd. and Walton CWCA Miramar GL 74, LLC regarding the Company’s facilities in San Diego (5)   10.2 Second Amendment to Lease, dated August 25, 2009, to Multi-Tenant Industrial Gross Lease, effective March 31, 2009, between RF Industries, Ltd. and Walton CWCA Miramar GL 74, LLC (5)   10.3 Single Tenant Commercial Lease, dated June 15, 2011, between K&K and RF Industries, Ltd. regarding the Company’s lease in Yaphank, New York (7)   10.4 Form of 2010 Stock Incentive Plan (6)   10.5 Form of Stock Option Agreement for the Company’s 2010 Stock Incentive Plan (6)   10.6 Stock Purchase Agreement, dated January 20, 2015, between RF Industries, Ltd. and Robert A. Portera (8)   10.7 Stock Purchase Agreement, dated June 5, 2015, between RF Industries, Ltd., Rel-Tech Electronics, Inc., and the Shareholders. (9)     10.8 Employment Agreement, dated December 23, 2015, by and among RF Industries, Ltd. and Johnny Walker. (10)#     10.9 Employment Agreement, dated December 23, 2015, by and among RF Industries, Ltd. and Mark Turfler. (10)#     10.10 Employment Agreement, dated December 23, 2015, by and among RF Industries, Ltd. and Darren Clark. (10)#   33     10.11 Multi-Tenant Industrial Gross Lease, effective December 1, 2007, between Rel-Tech Electronics, Inc. and D’Amato Investments, LLC regarding the Company’s lease in Milford, CT, as amended to date (11)     10.12 Multi-Tenant Industrial Gross Lease, effective January 12, 2012, between Comnet Telecom Supply Inc. and EB3, LLC regarding the Company’s lease in East Brunswick, NJ (11).   10.13 Separation and Release of Claims Agreement, dated October 24, 2016, by and among RF Industries, Ltd. and Johnny Walker. (12)#   10.14 Third Amendment To Lease, by and between Icon Miramar Owner Pool 2 West/Northeast/Midwest, LLC and the Company, dated April 17, 2014 (13)   10.15 Fourth Amendment To Lease, by and between Icon Miramar Owner Pool 2 West/Northeast/Midwest, LLC and the RF Industries, Ltd., dated January 26, 2017 (25)   10.16 Fifth Amendment To Lease, by and between Icon Miramar Owner Pool 2 West/Northeast/Midwest, LLC and the RF Industries, Ltd., dated June 5, 2017 (14)   10.17 Amendment To Lease, by and between K & K Unlimited and Cables Unlimited, Inc., dated June 9, 2017 (14)     10.18 Employment Letter Agreement, dated June 16, 2017, by and between RF Industries, Ltd. and Robert D. Dawson (15)#     10.19 Fifth Amendment To Lease, by and between Icon Kimberly Alvin Property, LLC and Comnet Telecom Supply, Inc., dated June 19, 2017 (16)   10.20 Lease Agreement by and between D’Amato Investments, LLC and Rel-Tech Electronics, Inc., dated July 25, 2017 (17)   10.21 Form of Indemnification Agreement (18)#     10.22 Amendment To Lease, by and between K & K Unlimited and Cables Unlimited, Inc., dated June 6, 2018 (19)     10.23 Stock Purchase Agreement between RF Industries, Ltd. and RAP Acquisition Inc., dated October 31, 2018 (20)     10.24 2019 Corporate Goals – Cash and Equity Incentive Plan, dated December 7, 2018 (23)#     10.25 Option Agreement Amendment – RF Industries, Ltd. 2010 Stock Incentive Plan (24)#     10.26 Employment Letter Agreement, dated July 17, 2019, by and between RF Industries, Ltd. and Robert D. Dawson (21)     10.27 Stock Purchase Agreement between RF Industries, Ltd., DRC Technologies, Inc. and Stockholders of DRC Technologies, Inc., dated November 4, 2019 (22)     10.28 2020 Equity Incentive Plan (26)     10.29 2020 Corporate Goals – Cash and Equity Incentive Plan, dated January 9, 2020 (28)#     10.30 2021 Corporate Goals – Cash and Equity Incentive Plan, dated January 12, 2021 (29)#     10.31 Amendment To Lease, by and between K&K Unlimited and Cables Unlimited, Inc., dated June 30, 2021(30)     10.32 Employment Agreement, dated July 16, 2021, by and between RF Industries, Ltd. and Robert D. Dawson (31) #     10.33 Membership Interest Purchase Agreement dated as of December 16, 2021 by and among RF Industries, Ltd., Wireless Telecom Group, Inc., and Microlab/FXR LLC (32)   34     14.1 Code of Ethics (1)   21.1 List of Subsidiaries   23.1 Consent of Independent Registered Public Accounting Firm CohnReznick LLP   31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350   32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350   EX-101.INS  Inline XBRL Instance Document     EX-101.SCH Inline XBRL Taxonomy Extension Schema     EX-101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase     EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase     EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase     EX-101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase     104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)     #         Indicates a management contract or compensatory plan or arrangement.   (1)           Previously filed as an exhibit to the Company’s Form 10- KSB for the year ended October 31, 2003, which exhibit is hereby incorporated herein by reference.   (2)           Previously filed as an exhibit to the Company’s Form 8-K, dated August 31, 2012, which exhibit is hereby incorporated herein by reference.   (3)           Previously filed as an exhibit to the Company’s Form 8-K, dated February 12, 2009, which exhibit is hereby incorporated herein by reference.   (4)           Previously filed as an exhibit to the Company’s Form 8-K, dated June 13, 2013, which exhibit is hereby incorporated herein by reference.   (5)           Previously filed as an exhibit to the Company’s Form 10- K for the year ended October 31, 2009, which exhibit is hereby incorporated herein by reference.   (6)           Previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 20, 2010, which exhibit is hereby incorporated herein by reference.   35     (7)           Previously filed as an exhibit to the Company’s Form 10- K for the year ended October 31, 2011, which exhibit is hereby incorporated herein by reference.   (8)           Previously filed as an exhibit to the Company’s Form 8-K, dated January 21, 2015, which exhibit is hereby incorporated herein by reference.   (9)           Previously filed as an exhibit to the Company’s Form 8-K, dated June 5, 2015, which exhibit is hereby incorporated herein by reference.   (10)         Previously filed as an exhibit to the Company’s Form 8-K, dated December 24, 2015, which exhibit is hereby incorporated herein by reference.   (11)         Previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2015, which exhibit is hereby incorporated herein by reference.   (12)         Previously filed as an exhibit to the Company’s Form 8-K, dated October 25, 2016, which exhibit is hereby incorporated herein by reference.   (13)         Previously filed as an exhibit to the Company’s Form 8-K, dated May 1, 2014, which exhibit is hereby incorporated herein by reference.   (14)         Previously filed as an exhibit to the Company’s Form 8-K, dated June 5, 2017, which exhibit is hereby incorporated herein by reference.   (15)         Previously filed as an exhibit to the Company’s Form 8-K, dated June 20, 2017, which exhibit is hereby incorporated herein by reference.   (16)         Previously filed as an exhibit to the Company’s Form 8-K, dated June 21, 2017, which exhibit is hereby incorporated herein by reference.   (17)         Previously filed as an exhibit to the Company’s Form 8-K, dated July 28, 2017, which exhibit is hereby incorporated herein by reference.   (18)         Previously filed as an exhibit to the Company’s Form 8-K, dated September 12, 2017, which exhibit is hereby incorporated herein by reference.   (19)         Previously filed as an exhibit to the Company’s Form 8-K, dated June 6, 2018, which exhibit is hereby incorporated herein by reference.   (20)         Previously filed as an exhibit to the Company’s Form 8-K, dated October 31, 2018, which exhibit is hereby incorporated herein by reference.   (21)         Previously filed as an exhibit to the Company’s Form 8-K, dated July 18, 2019, which exhibit is hereby incorporated herein by reference.   (22)         Previously filed as an exhibit to the Company’s Form 8-K, dated November 5, 2019, which exhibit is hereby incorporated herein by reference.   (23)         Previously filed as an exhibit to the Company’s Form 8-K, dated December 3, 2018, which exhibit is hereby incorporated herein by reference.   (24)         Previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2018, which exhibit is hereby incorporated herein by reference.   (25)         Previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2016, which exhibit is hereby incorporated herein by reference.   (26)         Previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 14, 2020, which exhibit is hereby incorporated herein by reference.   (27)         Previously filed as an exhibit to the Company’s Form 8-K, dated March 20, 2020, which exhibit is hereby incorporated herein by reference.   (28)         Previously filed as an exhibit to the Company’s Form 8-K, dated January 9, 2020, which exhibit is hereby incorporated herein by reference.   (29)         Previously filed as an exhibit to the Company’s Form 8-K, dated January 12, 2021, which exhibit is hereby incorporated herein by reference.   (30)         Previously filed as an exhibit to the Company’s Form 8-K, dated June 30, 2021, which exhibit is hereby incorporated herein by reference.   (31)         Previously filed as an exhibit to the Company’s Form 8-K, dated July 31, 2021, which exhibit is hereby incorporated herein by reference.   (32)         Previously filed as an exhibit to the Company’s Form 8-K, dated December 17, 2021, which exhibit is hereby incorporated herein by reference.   36     Stockholders of the Company may obtain a copy of any exhibit referenced in this Annual Report on Form 10-K by writing to: Secretary, RF Industries, Ltd., 7610 Miramar Road, Bldg. 6000, San Diego, CA 92126. The written request must specify the stockholder’s good faith representation that such stockholder is a stockholder of the Company.   ITEM 16.         FORM 10-K SUMMARY   We may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information.   37         RF INDUSTRIES, LTD. AND SUBSIDIARIES     Index       Page       Report of Independent Registered Public Accounting Firm   F-2       Consolidated Balance Sheets     October 31, 2021 and 2020   F-4 – F-5       Consolidated Statements of Operations     Years Ended October 31, 2021 and 2020   F-6       Consolidated Statements of Stockholders’ Equity     Years Ended October 31, 2021 and 2020   F-7       Consolidated Statements of Cash Flows     Years Ended October 31, 2021 and 2020   F-8       Notes to Consolidated Financial Statements   F-9 – F-22   *       *       *   F-1     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board of Directors and   Stockholders of RF Industries, Ltd.   Opinion on the Financial Statements   We have audited the accompanying consolidated balance sheets of RF Industries, Ltd. and Subsidiaries (the “Company”) as of October 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended October 31, 2021, and the related consolidated notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2021, in conformity with accounting principles generally accepted in the United States of America.   Basis for Opinion   These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.   Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.   Critical Audit Matters   The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) related to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.   Evaluation of Goodwill and Tradename with indefinite life arising from the acquisition of Schroff Technologies International, Inc. ( “ Schrofftech ” ) (Notes 1 and 2 to the Consolidated Financial Statements)   Critical Audit Matter   As disclosed in the consolidated financial statements, the Company has goodwill and indefinite lived intangible assets of $2.47 million and $1.17 million, respectively as of October 31, 2021.  Approximately 44.1% of goodwill and 45.7% of indefinite lived intangibles relate to the acquisition of Schrofftech. Goodwill is tested for impairment at least annually at the reporting unit level using either a qualitative or quantitative approach. Under the quantitative approach to test for goodwill impairment, the Company compares the fair value of a reporting unit to its carrying amount, including goodwill. Generally, the Company estimates the fair value of its reporting units using a combination of a discounted cash flows analysis and market-based valuation methodologies. Similarly, the indefinite lived intangible assets are not amortized but rather are tested by management for impairment at least annually using a relief from royalty model to estimate the fair value as compared to its carrying value.   F-2     Significant judgment is exercised by the Company in estimating the fair value of the reporting units for goodwill and the fair value of indefinite lived intangible assets, specifically:     ● The fair value estimate of the Schrofftech reporting unit is sensitive to assumptions such as the discount rate, revenue growth rates, and the projected cash flow terminal growth rate.   ● The fair value estimates for Schrofftech indefinite lived intangible assets are sensitive to assumptions such as discount rates, revenue growth rates, royalty rates and projected cash flow terminal growth rates.   These assumptions are affected by such factors as expected future market or economic conditions.   Given these factors, auditing management’s quantitative impairment tests for goodwill and indefinite lived intangible assets involved especially challenging, subjective, and complex auditor judgment and increased audit effort.   How Our Audit Addressed the Critical Audit Matter   Our audit procedures related to the fair value of goodwill for the Schrofftech Reporting Unit and the Schrofftech indefinite-lived intangible assets included the following, among others:     ● We gained an understanding of and evaluated the design and implementation of the Company’s controls that address the risk of material misstatement related to potential impairment;   ● We gained an understanding of the process to estimate future cashflows, including methods, data, and significant assumptions used, in developing the discounted cashflow analysis as well as tested the completeness and accuracy of the underlying data used by the Company in its analyses;   ● We evaluated management’s significant accounting policies related to impairment of goodwill and indefinite lived intangible assets for reasonableness;   ● We evaluated significant judgments made by management, including the identification of reporting units along with a separate unit to capture the corporate overhead;   ● We evaluated management’s ability to estimate future cash flows, including projected revenues, by performing a retrospective review of select Company historical cash flow forecasts;   ● We evaluated management’s projected revenues and cash flows by comparing the projections to the underlying business strategies and growth plans and performed a sensitivity analysis related to the key inputs to projected cash flows, including revenue growth rates, to evaluate the changes in the fair value of the reporting unit that would result from changes in assumptions; and   ● With the assistance of our firm’s valuation professionals with specialized skills and knowledge in valuation methods and models, we tested the Company’s discounted cash flow models, including certain assumptions including the terminal value and discount rates.   /s/ CohnReznick LLP   We are uncertain as to the year CohnReznick LLP became the Company’s auditor as 1995 is the earliest year of which we have knowledge.    Tysons, Virginia   January 14, 2022   F-3       RF INDUSTRIES, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS OCTOBER 31, 2021 AND 2020 (In thousands, except share and per share amounts)       2021     2020   ASSETS                                   CURRENT ASSETS                 Cash and cash equivalents   $ 13,053     $ 15,797   Trade accounts receivable, net of allowance for doubtful accounts of $ 87 and $ 66 , respectively     13,523       5,669   Inventories     11,179       8,586   Other current assets     2,893       813   TOTAL CURRENT ASSETS     40,648       30,865                     Property and equipment:                 Equipment and tooling     3,986       3,819   Furniture and office equipment     1,086       1,073         5,072       4,892   Less accumulated depreciation     4,364       4,082   Total property and equipment     708       810                     Operating lease right of use assets, net     1,453       1,421   Goodwill     2,467       2,467   Amortizable intangible assets, net     2,739       3,181   Non-amortizable intangible assets     1,174       1,174   Deferred tax assets     389       834   Other assets     70       70   TOTAL ASSETS   $ 49,648     $ 40,822     F-4       RF INDUSTRIES, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS OCTOBER 31, 2021 AND 2020 (In thousands, except share and per share amounts)       2021     2020   LIABILITIES AND STOCKHOLDERS' EQUITY                                   CURRENT LIABILITIES                 Accounts payable   $ 3,504     $ 1,475   Accrued expenses     5,034       2,573   Current portion of PPP Loan     -       1,699   Income taxes payable     -       43   Other current liabilities     832       874   TOTAL CURRENT LIABILITIES     9,370       6,664                     Operating lease liabilities     675       635   PPP Loan     -       1,089   Other long-term liabilities     -       370   TOTAL LIABILITIES     10,045       8,758                     COMMITMENTS AND CONTINGENCIES                                   STOCKHOLDERS ’ EQUITY                 Common stock - authorized 20,000,000 shares of $ 0.01 par value; 10,058,571 and 9,814,118 shares issued and outstanding at October 31, 2021 and October 31, 2020, respectively     101       98   Additional paid-in capital     24,301       22,946   Retained earnings     15,201       9,020   TOTAL STOCKHOLDERS' EQUITY     39,603       32,064   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 49,648     $ 40,822     See Notes to Consolidated Financial Statements.   F-5       RF INDUSTRIES, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED OCTOBER 31, 2021 AND 2020 (In thousands, except share and per share amounts)       2021     2020                     Net sales   $ 57,424     $ 43,044   Cost of sales     39,656       31,478                     Gross profit     17,768       11,566                     Operating expenses:                 Engineering     1,479       1,989   Selling and general     11,874       9,980   Total operating expense     13,353       11,969                     Operating income (loss)     4,415       ( 403 )                   Other income (loss)     2,802       ( 45 )                   Income (loss) before provision (benefit) for income taxes     7,217       ( 448 ) Provision (benefit) for income taxes     1,036       ( 367 )                   Consolidated net income (loss)   $ 6,181     $ ( 81 )                   Earnings (loss) per share                 Basic   $ 0.62     $ ( 0.01 ) Diluted   $ 0.61     $ ( 0.01 )                   Weighted average shares outstanding                 Basic     9,978,683       9,678,822   Diluted     10,154,239       9,678,822     See Notes to Consolidated Financial Statements.   F-6       RF INDUSTRIES, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY YEARS ENDED OCTOBER 31, 2021 AND 2020 (In thousands, except share amounts)                       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     -       -       473       -       473                                             Issuance of restricted stock     97,451       1       ( 1 )     -       -                                             Issuance of common shares     13,191       -       82       -       82                                             Dividends     -       -       -       ( 388 )     ( 388 )                                           Net loss     -       -       -       ( 81 )     ( 81 )                                           Balance, October 31, 2020     9,814,118     $ 98     $ 22,946     $ 9,020     $ 32,064                                             Exercise of stock options     195,528       2       603       -       605                                             Stock-based compensation expense     -       -       769       -       769                                             Issuance of restricted stock     56,941       1       ( 1 )     -       -                                             Forfeiture of restricted stock     ( 5,182 )     -       -       -       -                                             Tax withholding related to vesting of restricted stock     ( 2,834 )     -       ( 16 )     -       ( 16 )                                           Net income     -       -       -       6,181       6,181                                             Balance, October 31, 2021     10,058,571     $ 101     $ 24,301     $ 15,201     $ 39,603     See Notes to Consolidated Financial Statements.   F-7       RF INDUSTRIES, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED OCTOBER 31, 2021 AND 2020 (In thousands)       2021     2020   OPERATING ACTIVITIES:                 Consolidated net income (loss)   $ 6,181     $ ( 81 )                   Adjustments to reconcile consolidated net income (loss) to net cash (used in) provided by operating activities:                 Bad debt expense     29       16   Depreciation and amortization     770       1,014   Stock-based compensation expense     769       556   Deferred income taxes     445       ( 790 ) Tax payments related to shares cancelled for vested restricted stock awards     ( 16 )     -   PPP Loan forgiveness     ( 2,807 )     -   Changes in operating assets and liabilities:                 Trade accounts receivable     ( 7,882 )     6,775   Inventories     ( 2,592 )     442   Other current assets     ( 2,079 )     ( 113 ) Right of use asset     ( 35 )     88   Other long-term assets     ( 1 )     ( 2 ) Accounts payable     2,030       ( 1,040 ) Accrued expenses     2,479       ( 1,374 ) Income tax payable     ( 43 )     22   Other long-term liabilities     ( 370 )     ( 966 ) Net cash (used in) provided by operating activities     ( 3,122 )     4,547                     INVESTING ACTIVITIES:                 Capital expenditures     ( 227 )     ( 235 ) Purchase of Schrofftech, net of cash acquired ($ 99 )     -       ( 3,901 ) Net cash used in investing activities     ( 227 )     ( 4,136 )                   FINANCING ACTIVITIES:                 Proceeds from exercise of stock options     605       445   Dividends paid     -       ( 388 ) Proceeds from PPP Loan     -       2,789   Net cash provided by financing activities     605       2,846                     Net (decrease) increase in cash and cash equivalents     ( 2,744 )     3,257                     Cash and cash equivalents, beginning of year     15,797       12,540                     Cash and cash equivalents, end of year   $ 13,053     $ 15,797                     Supplemental cash flow information – income taxes paid   $ 949     $ 415     See Notes to Consolidated Financial Statements.   F-8     RF INDUSTRIES, LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     Note 1 – Business activities and summary of significant accounting policies   Business activities   RF Industries, Ltd., together with its four wholly-owned subsidiaries (collectively, hereinafter the “Company”, ”we”, “us”, or “our”), primarily engages in the design, manufacture, and marketing of interconnect products and systems, including coaxial and specialty cables, fiber optic cables and connectors, and electrical and electronic specialty cables. For internal operating and reporting purposes, and for marketing purposes, as of the end of the fiscal year ended October 31, 2021, we classified our operations into the following five divisions/subsidiaries: (i) The RF Connector and Cable Assembly division designs, manufactures and distributes coaxial connectors and cable assemblies that are integrated with coaxial connectors; (ii) Cables Unlimited, Inc., the subsidiary that manufactures custom and standard cable assemblies, complex hybrid fiber optic power solution cables, adapters, and electromechanical wiring harnesses for communication, computer, LAN, automotive and medical equipment; (iii) Rel-Tech Electronics, Inc., the subsidiary that designs and manufacturers cable assemblies and wiring harnesses for blue chip industrial, oilfield, instrumentation and military customers; (iv) C Enterprises, Inc., the subsidiary that designs and manufactures quality connectivity solutions to telecommunications and data communications distributors; and (v) Schroff Technologies International, Ltd., the subsidiary that manufactures and markets intelligent thermal control systems used by telecommunications companies across the U.S. and Canada, and shrouds for small cell integration and installation. The Cables Unlimited and C Enterprises divisions are Corning Cables Systems CAH Connections SM Gold Program members that are authorized to manufacture fiber optic cable assemblies that are backed by Corning Cables Systems’ extended warranty.   Use of estimates     The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results may differ from those estimates.   Principles of consolidation   The accompanying consolidated financial statements include the accounts of RF Industries, Ltd., Cables Unlimited, Inc. (“Cables Unlimited”), Rel-Tech Electronics, Inc. (“Rel-Tech”), C Enterprises, Inc. (“C Enterprises”), and Schroff Technologies International, Ltd. (“Schrofftech”), wholly-owned subsidiaries of RF Industries, Ltd. All intercompany balances and transactions have been eliminated in consolidation.   Cash equivalents   The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents.   Revenue recognition   On November 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014 - 09, Revenue from Contracts with Customers (Topic 606 ), (“ASC 606” ) applying the modified retrospective method. The core principle of ASC 606 is that revenue should be recorded in an amount that reflects the consideration to which we expect to be entitled in exchange for goods or services promised to customers. Under ASC 606, we follow a five -step model to: ( 1 ) identify the contract with our customer; ( 2 ) identify our performance obligations in our contract; ( 3 ) determine the transaction price for our contract; ( 4 ) allocate the transaction price to our performance obligations; and ( 5 ) recognize revenue when (or as) each performance obligation is satisfied. In accordance with this accounting principle, we recognize revenue using the output method at a point in time when finished goods have been transferred to the customer and there are no other obligations to customers after the title of the goods have transferred. Title of goods are transferred based on shipping terms for each customer – for shipments with terms of FOB Shipping Point, title is transferred upon shipment; for shipments with terms of FOB Destination, title is transferred upon delivery.   Inventories   Inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average cost of accounting. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value due to damage, physical deterioration, obsolescence, changes in price levels, or other causes, we reduce our inventory to a new cost basis through a charge to cost of sales in the period in which it occurs. The determination of market value and the estimated volume of demand used in the lower of cost or market analysis requires significant judgment.   F- 9     Property and equipment   Equipment, tooling and furniture are recorded at cost and depreciated over their estimated useful lives (generally three to five years) using the straight-line method. Expenditures for repairs and maintenance are charged to operations in the period incurred.   Goodwill   Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is not amortized, but is subject to impairment analysis at least once annually, which we perform in October, or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value.   We assess whether a goodwill impairment exists using both qualitative and quantitative assessments at the reporting level. Our qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, we will not perform a quantitative assessment.   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.    No instances of goodwill impairment were identified as of October 31, 2021 and 2020. We considered the impact of the COVID- 19 related economic slowdown on our evaluation of goodwill impairment indicators as of October 31, 2021 as well as consideration of positive factors including backlog and sell-through subsequent to October 31, 2021. Although no goodwill 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.   On June 15, 2011, we completed the acquisition of Cables Unlimited. Goodwill related to this acquisition is included within the Cables Unlimited reporting unit. As of May 19, 2015, we completed the acquisition of the CompPro product line. Goodwill related to this acquisition is included within the RF Connector and Cable Assembly Division. Effective June 1, 2015, we completed the acquisition of Rel-Tech. Goodwill related to this acquisition is included within the Rel-Tech reporting unit. On March 15, 2019, we completed the acquisition of C Enterprises; however, no goodwill resulted from this transaction. On November 4, 2019, we completed the acquisition of Schrofftech. Goodwill related to this acquisition is included within the Schrofftech reporting unit.   Long-lived assets   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 have made no material adjustments to our long-lived assets in any of the years presented.   We amortize our intangible assets with definite useful lives over their estimated useful lives and review these assets for impairment.   In addition, we test our trademarks and indefinite-lived asset for impairment at least annually or more frequently if events or changes in circumstances indicate that these assets may be impaired.   No instances of impairment were identified as of October 31, 2021 or 2020.   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   F- 10     Level  3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.   As of October 31, 2021 and 2020, the carrying amounts reflected in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximated their carrying value due to their short-term nature.   Intangible assets   Intangible assets consist of the following as of October 31, 2021 and 2020 (in thousands):        2021     2020   Amortizable intangible assets:                 Non-compete agreement (estimated life 5 years)   $ 423     $ 423   Accumulated amortization     ( 289 )     ( 245 )       134       178                     Customer relationships (estimated lives 7 - 15 years)     5,058       5,058   Accumulated amortization     ( 2,711 )     ( 2,367 )       2,347       2,691                     Backlog (estimated life 1 - 2 years)     287       287   Accumulated amortization     ( 287 )     ( 266 )       -       21                     Patents (estimated life 14 years)     368       368   Accumulated amortization     ( 110 )     ( 77 )       258       291                     Totals   $ 2,739     $ 3,181                     Non-amortizable intangible assets:                 Trademarks   $ 1,174     $ 1,174     Amortization expense was $ 442,000 and $ 692,000 for the years ended October 31, 2021 and 2020. The weighted-average amortization period for the amortizable intangible assets is 7.85 years.   There was no impairment to trademarks for the years ended October 31, 2021 and 2020.   Estimated amortization expense related to finite-lived intangible assets is as follows (in thousands):     Year ending         October 31,   Amount   2022   $ 374   2023     364   2024     364   2025     320   2026     320   Thereafter     997   Total   $ 2,739       Advertising   We expense the cost of advertising and promotions as incurred. Advertising costs charged to operations were approximately $ 314,000 and $ 295,000 in 2021 and 2020, respectively.   F- 11     Research and development   Research and development costs are expensed as incurred. Our research and development expenses relate to its engineering activities, which consist of the design and development of new products for specific customers, as well as the design and engineering of new or redesigned products for the industry in general. During the years ended October 31, 2021 and 2020, we recognized $ 1,479,000 and $ 1,989,000 in engineering expenses, respectively.   Income taxes   We account for income taxes under the asset and liability method, based on the income tax laws and rates in the jurisdictions in which operations are conducted and income is earned. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Developing the provision (benefit) for income taxes requires significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Management’s judgments and tax strategies are subject to audit by various taxing authorities.   We had adopted the provisions of ASC 740 - 10, which clarifies the accounting for uncertain tax positions. ASC 740 - 10 requires that we recognize the impact of a tax position in the financial statements if the position is not more likely than not to be sustained upon examination based on the technical merits of the position. We recognize interest and penalties related to certain uncertain tax positions as a component of income tax expense and the accrued interest and penalties are included in deferred and income taxes payable in our consolidated balance sheets. See Note 8 to the Consolidated Financial Statements included in this Report for more information on the Company’s accounting for uncertain tax positions.   Stock options   For stock option grants to employees, we recognize compensation expense based on the estimated fair value of the options at the date of grant. Stock-based employee compensation expense is recognized on a straight-line basis over the requisite service period. We issue previously unissued common shares upon the exercise of stock options.   For the fiscal years ended October 31, 2021 and 2020, charges related to stock-based compensation amounted to approximately $ 769,000 and $ 556,000 , respectively. For the fiscal years ended October 31, 2021 and 2020, all stock-based compensation is classified in selling and general and engineering expense.   Earnings per share   Basic earnings per share is calculated by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, principally those issuable upon the exercise of stock options, were issued and the treasury stock method had been applied during the period. The greatest number of shares potentially issuable upon the exercise of stock options in any period for the years ended October 31, 2021 and 2020, that were not included in the computation because they were anti-dilutive, totaled 386,364 and 402,838 , respectively.   The following table summarizes the computation of basic and diluted earnings per share:       2021     2020   Numerators:                 Consolidated net income (A)   $ 6,181,000     $ ( 81,000 )                   Denominators:                 Weighted average shares outstanding for basic earnings per share (B)     9,978,683       9,678,822   Add effects of potentially dilutive securities - assumed exercise of stock options     175,556       -                     Weighted average shares outstanding for diluted earnings per share (C)     10,154,239       9,678,822                     Basic earnings per share (A)/(B)   $ 0.62     $ ( 0.01 )                   Diluted earnings per share (A)/(C)   $ 0.61     $ ( 0.01 )   F- 12     Recent accounting standards   Recently issued accounting pronouncements not yet adopted:   In  June 2016,  the Financial Accounting Standards Board (“FASB”) issued 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 carry forward the historical lease classification. We elected the policy which allows us to combine the nonlease components with its 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. We have recognized those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The adoption of the standard resulted in a material recognition of additional right of use 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 income.   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  October 31, 2021.     Note 2 – Business acquisition   On November 4, 2019, we purchased the business of Schroff Technologies International, Inc. (“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. See, “ Note 6 – Accrued expenses and other long-term liabilities, ” for details related to the change in the fair value over time.   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. All manufacturing operations are performed at Schrofftech’s facilities in Rhode Island. 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, Schrofftech’s financial results have been included in the results of the Custom Cabling segment as well as in the consolidated statements of operations. Total costs related to the acquisition of Schrofftech were approximately $ 151,000 , of which $ 108,000 was incurred in fiscal 2019, $ 43,000 was incurred in fiscal 2020, and none in fiscal 2021. All acquisition-related costs have been expensed as incurred and categorized in selling and general expenses. For the year ended October 31, 2021, Schrofftech contributed revenue of $ 5.95 million.   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     F- 13     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 – Concentrations of credit risk   Financial instruments which 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 October 31, 2021, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $ 12.3 million.   Two customers, a wireless carrier, and a distributor, accounted for approximately 21 % and 11 %, respectively, of net sales for the year ended October 31, 2021. These same two customers had accounts receivable balances that accounted for 28 % and 8 %, respectively, of the total net accounts receivable balance at October 31, 2021. For the year ended October 31, 2020, the same distributor accounted for approximately 14 % of net sales, and another distributor accounted for 12 % of net sales whilst the wireless carrier was not a customer yet. These two distributors' accounts receivable balances each accounted for approximately 12 % of the total net accounts receivable balance at October 31, 2020. Although the distributors have been on-going major customers of the Company and the wireless carrier is a new customer to 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 4 – 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):        2021     2020                     Raw materials and supplies   $ 6,422     $ 4,410   Work in process     381       196   Finished goods     4,376       3,980                     Totals   $ 11,179     $ 8,586     One vendor accounted for 26 % of inventory purchases during the fiscal year ended October 31, 2021, and no vendor accounted for more than 10% of inventory purchases for the fiscal year ended October 31, 2020. We have arrangements with our vendors to purchase products based on purchase orders that we periodically issue.     Note 5 – Other current assets   Other current assets consist of the following (in thousands):        2021     2020                     Employee retention credit ("ERC")   $ 1,774     $ -   Prepaid taxes     314       -   Prepaid expense     439       393   Other     366       420                     Totals   $ 2,893     $ 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  October 31, 2021,  the remaining portion of the ERC that we have  not  yet received is included as other receivables in other current assets.   F- 14       Note 6 – Accrued expenses and other long-term liabilities   Accrued expenses consist of the following (in thousands):       2021     2020                     Wages payable   $ 2,607     $ 1,506   Accrued receipts     1,711       518   Other current liabilities     716       549                     Totals   $ 5,034     $ 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 $ 2,400,000 , which is 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. 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 and subsequent period ends. Accordingly, significant variances between actual and forecasted results or changes in the assumptions can materially impact the amount of contingent consideration expense that we recorded. 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).   The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of October 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 October 31, 2021, July 31, 2021, April 30, 2021, and January 31, 2021 ( in thousands):       Level 3       October 31, 2021     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 7 – Segment information   We aggregate operating divisions into operating segments which 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 October 31, 2021, we had two reportable segments – RF Connector and Cable Assembly (“RF Connector”) and Custom Cabling Manufacturing and Assembly (“Custom Cabling”).   During fiscal 2021, the RF Connector segment was comprised of one division, while the Custom Cabling segment was comprised of four divisions. The five divisions that met the quantitative thresholds for segment reporting were RF Connector and Cable Assembly 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.   F- 15     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, 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 years ended October 31, 2021 and 2020 (in thousands):       2021     2020                     United States   $ 54,960     $ 41,633   Foreign Countries:                 Canada     1,856       933   Mexico     130       12   All Other     478       466         2,464       1,411                     Totals   $ 57,424     $ 43,044     Net sales, income (loss) before provision (benefit) for income taxes and other related segment information for the years ended October 31, 2021 and 2020 are as follows (in thousands):          RF Connector     Custom Cabling                               and     Manufacturing and                               Cable Assembly     Assembly     Corporate     Total     Check   2021                                         Net sales   $ 15,622     $ 41,802     $ -     $ 57,424     $ 57,424                                             Income (loss) before benefit for income taxes     2,494       1,921       2,802 *     7,217       7,217                                             Depreciation and amortization     141       629       -       770       770                                             Total assets     7,367       25,875       16,406       49,648       49,648                                                                                       2020                                         Net sales   $ 14,554     $ 28,490     $ -     $ 43,044     $ 43,044                                             Income before provision for income taxes     2,019       ( 2,423 )     ( 44 )     ( 448 )     ( 448 )                                           Depreciation and amortization     159       855       -       1,014       1,014                                             Total assets     7,822       15,486       17,514       40,822       40,822     * For the 12 months ended October 31, 2021, other income consists of the $2.8M PPP loans that were forgiven.   F- 16       Note 8 – Income tax provision   The provision (benefit) for income taxes for the fiscal years ended October 31, 2021 and 2020 consists of the following (in thousands):       2021     2020   Current:                 Federal   $ 401     $ 279   State     189       143         590       422                     Deferred:                 Federal     323       ( 593 ) State     123       ( 196 )       446       ( 789 )                       $ 1,036     $ ( 367 )   Income tax at the federal statutory rate is reconciled to our actual net provision (benefit) for income taxes as follows (in thousands, except percentages):       2021     2020               % of Pretax             % of Pretax       Amount     Income     Amount     Income                                     Income taxes at federal statutory rate   $ 1,516       21.0 %   $ ( 94 )     21.0 % State tax provision, net of federal tax benefit     246       3.4 %     ( 41 )     9.2 % Nondeductible differences:                                 Stock options     ( 86 )     - 1.2 %     ( 123 )     27.5 % PPP loan forgiveness     ( 588 )     - 8.1 %     -       0.0 % Meals and entertainment     1       0.0 %     2       - 0.4 % Parking disallowance     4       0.1 %     5       - 1.1 % R&D credits     ( 51 )     - 0.7 %     ( 152 )     33.9 % Foreign derived intangible income     ( 15 )     - 0.2 %     ( 5 )     1.1 % ASC 740-10 Liability     29       0.4 %     27       - 6.0 % Penalties     -       0.0 %     11       - 2.5 % Other     ( 20 )     - 0.3 %     3       - 0.7 %     $ 1,036       14.4 %   $ ( 367 )     82.0 %   F- 17     Our total deferred tax assets and deferred tax liabilities at October 31, 2021 and 2020 are as follows (in thousands):       2021     2020                     Deferred Tax Assets:                 Deferred deduction of expenses related to PPP Loan   $ -     $ 706   Reserves     383       344   Accrued vacation     241       149   Stock-based compensation awards     144       100   Uniform capitalization     134       92   Lease liability     366       381   Other     77       35   Total deferred tax assets     1,345       1,807                     Deferred Tax Liabilities:                 Amortization / intangible assets     ( 487 )     ( 479 ) Change in ROU assets     ( 357 )     ( 359 ) Depreciation / equipment and furnishings     ( 112 )     ( 135 ) Total deferred tax liabilities     ( 956 )     ( 973 )                   Total net deferred tax assets (liabilities)   $ 389     $ 834     Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax bases of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We have evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and have determined it is more likely than not that the assets will be realized in future tax years.   The provision (benefit) for income taxes was $ 1.0 million or 14.4 % and $( 0.4 ) million or 82.0 % of income before income taxes for fiscal 2021 and 2020, respectively. The fiscal 2021 effective tax rate differed from the statutory federal rate of 21 % primarily as a result of the benefit from non-taxable PPP Loan forgiveness income, research and development tax credits and tax benefits associated with share-based compensation.   The Company recognizes the benefit of tax positions taken or expected to be taken in its tax returns in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination by authorities. Recognized tax positions are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement.   A reconciliation of the beginning and ending balance to total uncertain tax positions in fiscal years ended October 31, 2021 and 2020 are as follows:       2021     2020   Balance, at beginning of year   $ 107     $ 80   Increase for tax positions related to the current year     44       32   Increase for tax positions related to prior years     ( 1 )     -   Increase for interest and penalties     2       6   Statute of limited expirations     ( 11 )     ( 11 ) Balance, at end of year   $ 141     $ 107     We had gross unrecognized tax benefits of $ 102,000 and $ 96,000 attributable to U.S. federal and California research tax credits as of October 31, 2021 and 2020, respectively. During fiscal 2021, the increase in our gross unrecognized tax benefit was primarily related to claiming additional federal and California research tax credits. The uncertain tax benefit is recorded as income taxes payable in our consolidated balance sheet. We recognize interest and penalties related to uncertain tax positions in income tax expense. We recognized expense of approximately $ 13,000 and $ 11,000 during the years ended October 31, 2021 and 2020, respectively. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. However, it is possible that certain changes may occur within the next twelve months, but we do not anticipate that our accrual for uncertain tax positions will change by a material amount over the next twelve -month period.   We are subject to taxation in the United States and state jurisdictions. Our tax years for October 31, 2018 and forward are subject to examination by the United States and October 31, 2017 and forward with state tax authorities.   F- 18     On March 27, 2020, the CARES Act was signed into law in the United States. The CARES Act includes modifications to Internal Revenue Code and provides for relief to U.S. Corporations through programs such as employee retention credit, payroll tax deferral and modifications to certain income tax provisions such as temporary five -year net operating loss carryback provisions and a modification of interest deduction limitations. The Company carried back its net operating loss for the fiscal year ended October 31, 2020, resulting in a $ 35,000 income tax benefit.     Note 9 – Stock options   Incentive and non-qualified stock option plans   On July 22, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”). In September 2020, the Company’s stockholders approved the 2020 Plan by vote as required by NASDAQ. An aggregate of 1,250,000 shares of common stock was set aside and reserved for issuance under the 2020 Plan. As of October 31, 2021, 1,123,232 shares of common stock were remaining for future grants of stock options under the 2020 Plan.   Additional disclosures related to stock option plans     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 two officers and one employee. 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 three officers and two 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, commencing with the first quarter following January 9, 2021. 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 fiscal 2021.   The fair value of each option granted in 2021 and 2020 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:       2021     2020   Weighted average volatility     52.34 %     52.68 % Expected dividends     0.00 %     0.63 % Expected term (in years)     7.0       7.0   Risk-free interest rate     0.58 %     1.58 % Weighted average fair value of options granted during the year   $ 3.38     $ 3.06   Weighted average fair value of options vested during the year   $ 3.41     $ 2.38     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.   F- 19     Additional information regarding all of our outstanding stock options at October 31, 2021 and 2020 and changes in outstanding stock options in 2021 and 2020 follows:       2021     2020       Shares or     Weighted     Shares or     Weighted       Price Per     Average     Price Per     Average       Share     Exercise Price     Share     Exercise Price   Outstanding at beginning of year     789,179     $ 4.66       890,147     $ 3.62   Options granted     117,000     $ 6.57       140,241     $ 6.40   Options exercised     ( 195,528 )   $ 3.10       ( 241,209 )   $ 1.85   Options canceled or expired     ( 91,793 )   $ 5.88       -     $ -   Options outstanding at end of year     618,858     $ 5.33       789,179     $ 4.66                                     Options exercisable at end of year     313,381     $ 5.95       459,513     $ 4.48                                     Options vested and expected to vest at end of year     618,522     $ 5.35       788,143     $ 4.67                                     Option price range at end of year   1.90 0 - 8.69 69             1.90 0 - 8.69 69                                             Aggregate intrinsic value of options exercised during year   $ 642,181             $ 975,638             Weighted average remaining contractual life of options outstanding as of October 31, 2021: 6.36 years   Weighted average remaining contractual life of options exercisable as of October 31, 2021: 5.59 years   Weighted average remaining contractual life of options vested and expected to vest as of October 31, 2021: 6.36 years   Aggregate intrinsic value of options outstanding at October 31, 2021: $ 1,544,000   Aggregate intrinsic value of options exercisable at October 31, 2021: $ 628,000   Aggregate intrinsic value of options vested and expected to vest at October 31, 2021: $ 1,533,000   As of October 31, 2021, $ 527,000 and $ 393,000 of expense 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 2.64 and 1.12 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 paid (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 vest 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 payments were pro-rated for Board members who served less than the entire service period during fiscal 2021.     Note 10 – Retirement plan   We have a 401 (k) plan available to our employees. For the years ended October 31, 2021 and 2020, we contributed and recognized as an expense $ 413,000 and $ 394,000 , respectively, which amounts represented 3 % of eligible employee earnings under the Company's Safe Harbor Non-elective Employer Contribution Plan.   F- 20       Note 11 – Line of credit and PPP Loan   Line of credit   In November 2019, we entered into an agreement for a revolving line of credit (“LOC”) in the amount of $ 5.0 million. Amounts outstanding under the LOC shall bear interest at a rate of 2.0 % plus LIBOR Daily Floating Rate (“base interest rate”), with interest payable on the first day of each month. Borrowings under the LOC are secured by a security interest in certain assets of the Company. As of October 31, 2020, no amounts were outstanding under the line of credit. On December 30, 2020, we closed the LOC with no amounts outstanding.   PPP Loan   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 12 – Related party transactions   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. Cables Unlimited’s monthly rent expense under the lease is $ 16,000 per month, plus payments of all utilities, janitorial expenses, routine maintenance costs, and costs of insurance for Cables Unlimited’s business operations and equipment. During the fiscal year ended October 31, 2021, we paid a total of $ 164,000 under the leases.   During fiscal 2021, we paid royalties to Elmec Ltd. (“Elmec”), a European-based company that owns the intellectual property that is used in Schrofftech’s products. One third of Elmec is jointly owned by David Therrien and Richard DeFelice, two of the former owners and current President and Vice President, respectively, of Schrofftech. For the year ended October 31, 2021, we paid a total of $ 17,000 of royalty payments to Elmec, and have accrued an additional $ 2,000 as of October 31, 2021. The expenses related to these transactions are included in cost of goods sold.     Note 13 – Cash dividend and declared dividends   We did not pay any dividends during fiscal year 2021; we paid dividends of $ 0.02 per share for a total of $ 388,000 during fiscal year 2020.     Note 14 – Commitments   We adopted ASU 2016 - 02 on November 1, 2019, and elected the practical expedient modified retrospective method whereby the lease qualification and classification was carried over from the accounting for leases under ASC 840. The lease contracts for the corporate headquarters, RF Connector division manufacturing facilities, Cables Unlimited, Rel-Tech, and C Enterprises commenced prior to the effective date of November 1, 2019, and were determined to be operating leases. All other new contracts have been assessed for the existence of a lease and for the proper classification into operating leases. The rate implicit in the leases was undeterminable and, therefore, the discount rate used in all lease contracts is our incremental borrowing rate.   We have operating leases for corporate offices, manufacturing facilities, and certain storage units. Our leases have remaining lease terms of one year to five 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 ended  October 31, 2021 were as follows (in thousands):       Fiscal Year Ended       October 31, 2021   Operating lease cost   $ 1,019   Short-term lease cost     1     F- 21     Other information related to leases was as follows (in thousands):       October 31, 2021   Supplemental Cash Flows Information         Right of use assets obtained in exchange for lease obligations:         Operating leases   $ 1,453             Weighted Average Remaining Lease Term         Operating leases (in months)   25.26             Weighted Average Discount Rate         Operating leases     3.54 %   Future minimum lease payments under non-cancellable leases as of October 31, 2021 were as follows (in thousands):   Year ended October 31,   Operating Leases   2022   $ 891   2023     478   2024     234   2025     13   Thereafter     7   Total future minimum lease payments     1,623   Less imputed interest     ( 116 ) Total   $ 1,507     Reported as of October 31, 2021   Operating Leases   Other current liabilities   $ 832   Operating lease liabilities     675   Finance lease liabilities     -   Total   $ 1,507     As of October 31, 2021, operating lease ROU asset was $ 1.5 million and operating lease liability totaled $ 1.5 million, of which $ 832,000 is classified as current. There were no finance leases as of October 31, 2021.     Note 15 – Subsequent event   On December 16, 2021, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Wireless Telecom Group, Inc, a New Jersey corporation (“Seller”), and its wholly-owned subsidiary Microlab/FXR LLC, a New Jersey limited liability company (“Microlab”). Under the Purchase Agreement, the Company has agreed to purchase 100 % of the issued and outstanding membership interests of Microlab from Seller.  The purchase price for Microlab is estimated to be $ 24,250,000 , subject to certain closing adjustments as set forth in the Purchase Agreement. The Company intends to pay the purchase price using a combination of cash on hand and borrowings from a credit facility.  The Company has received a non-binding commitment letter from a major commercial bank pursuant to which the Company is seeking to obtain an up to $ 20,000,000 credit facility, a portion of which will be used to fund the purchase of Microlab.  The purchase of Microlab is subject to customary closing conditions and to the approval by the holders of a majority of the voting shares of Seller.  The acquisition currently is expected to be completed by the end of April 2022, subject to a 30 -day extension under certain circumstances.   F- 22         SIGNATURES   In accordance with Section 13 or 15(d) 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: January 14, 2022 By: /s/ ROBERT D. DAWSON   Robert D. Dawson President and Chief Executive Officer               In accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.       Date: January 14, 2022 By: /s/ ROBERT D. DAWSON   Robert D. Dawson, Director, President and Chief Executive Officer (Principal Executive Officer)   Date: January 14, 2022 By: /s/ PETER YIN   Peter Yin, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)     Date: January 14, 2022 By: /s/ MARVIN FINK   Marvin Fink, Director       Date: January 14, 2022 By: /s/ GERALD GARLAND   Gerald Garland, Director   Date: January 14, 2022 By: /s/ SHERYL CEFALI   Sheryl Cefali, Director   Date: January 14, 2022 By: /s/ MARK HOLDSWORTH   Mark Holdsworth, Director   38