UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

Form 10-Q

_____________________

For the quarterly period ended January 31, 2022

For the transition period from ______________ to ________________.

Commission file number: 000-13301

_______________________

RF INDUSTRIES, LTD.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

The number of shares of the issuer’s Common Stock, par value $0.01 per share, outstanding as of March 10, 202117, 2022 was 9,972,456.10,096,175.

Note 1 – Unaudited interim condensed consolidated financial statements

Our accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q.10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, which are normal and recurring, have been included in order to make the information not misleading. Information included in the consolidated balance sheet as of October 31, 2020 2021 has been derived from, and certain terms used herein are defined in, the audited consolidated financial statements of RF Industries, Ltd. as of October 31, 2020 2021 included in our Annual Report on Form 10-K10-K (“Form 10-K”10-K”) for the year ended October 31, 2020 2021 that was previously filed with the Securities and Exchange Commission (“SEC”). Operating results for the three months ended January 31, 2021 2022 are not necessarily indicative of the results that may be expected for the year ending October 31, 2021. 2022. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Form 10-K.10-K.

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of RF Industries, Ltd. and our four wholly-owned subsidiaries: Cables Unlimited, Inc. (“Cables Unlimited”), Rel-Tech Electronics, Inc. (“Rel-Tech”), C Enterprises, Inc. (“C Enterprises”), and Schroff Technologies International, Inc. (“Schrofftech”). Schrofftech is a wholly-owned subsidiary that RF Industries, Ltd. acquired effective November 1, 2019. All references to the “Company” collectively refer to RF Industries, Ltd., Cables Unlimited, Rel-Tech, C Enterprises, and Schrofftech. All intercompany balances and transactions have been eliminated in consolidation.

Risks and uncertainties

In March 2020, the World Health Organization (the “WHO”) declared coronavirus (“COVID-19”COVID-19”) a pandemic emergency. The COVID-19COVID-19 pandemic has negatively impacted regional and global economies, disrupted global supply chains, and created significant volatility and disruption of financial markets. The global impact of the outbreak has been rapidly evolving and certain jurisdictions, including those where we have operations, have also reacted by instituting quarantines, restrictions on travel, “shelter in place” rules, social distancing protocols and restrictions on types of business that may continue to operate. While we have been deemed an “essential” business, and therefore have been permitted to continue our operations, the impact of the COVID-19 pandemic has affected both our operations and those of our customers. Our operations have been negatively affected by partial shutdowns of our facilities, by changes that we had to make on our operating methods and procedures, and by our reduced workforce as many of our employees stayed at home. Many of our customers and vendors have likewise had temporary closures of their facilities and have otherwise been impacted by changes in their industries. As a result, overall demand for our products has been reduced, and certain costs have increased. We have taken measures to protect the health and safety of our employees, and we continue to work with our customers and vendors to minimize potential disruptions in addressing the challenges posed by this global pandemic.

The extent of the impact of the COVID-19COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by domestic and international jurisdictions to prevent disease spread, all of which are uncertain and cannot be predicted.

The outbreak impacted our performance for the three months ended January 31, 2021. We continue to expect the decline caused by the economic slowdown to persist through the second quarter of 2021. 2022. During the periods covered by this report, the operations at all locations were affected intermittently as some of our three subsidiaries in the Northeastemployee schedules were affected as many of our employees stayed at homeimpacted, and as localcertain customers shut downscaled back operations or otherwise delayed deferred or cancelleddeferred orders for our products. Because of the impact that COVID-19COVID-19 had on our operations, in May 2020 we applied for and received loans under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act, H.R. 748 ("CARES ActAct") totaling approximately $2.8 million (“PPP Loans”). See Note 1312 on discussions of the PPP Loans.

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

We considered the impact of the COVID-19COVID-19 related economic slowdown on our evaluation of goodwill and non-amortizable intangibles impairment indicators as of January 31, 2021. 2022. Although no goodwill impairment indicators were identified, it is possible that impairments could emerge as the impact of the crisispandemic becomes clearer, and those impairment losses could be material.

Fair value measurement

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

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

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

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

As of January 31, 2021 2022 and October 31, 2020, 2021, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable and the current portion of the PPP Loans approximated their carrying value due to their short-term nature. See Note 54 for discussion on the fair value of other current liabilities.

Recent accounting standards

Recently issued accounting pronouncements not yet adopted:

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13,2016-13, 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 2019-10,2019-10, Financial Instruments—Credit Losses (Topic 326)326), which pushes back the effective date for public business entities that are smaller reporting companies, as defined by the Securities and Exchange Commission,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, January 2017, the FASB issued ASU No. 2016-02, Leases. This ASU requires lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under the current GAAP. Under ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. We adopted the standard as of November 1, 2019, the beginning of our fiscal 2020, applying the modified retrospective method. We elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, allows us to carryforward the historical lease classification. We elected the policy which allows us to combine the nonlease components with their related lease components rather than separating, and the policy election to keep leases with an initial term of 12 months or less off of the balance sheet. Operating leases are included in our consolidated balance sheet as operating lease right of use (“ROU”) assets, other current liabilities, and operating lease liabilities. Finance leases are included in finance ROU assets, other current liabilities, and finance lease liabilities on our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the duration of the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term and is recognized on the consolidated statements of operations. The adoption of the standard resulted in a material recognition of additional 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,-04, Intangibles—Goodwill and Other, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments of this update, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss should be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The guidance also still gives entities the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. We adopted the standard as of November 1, 2020, the beginning of our fiscal 2021, applying this prospectively. The adoption of the standard did not result in an impairment charge as of January 31, 2022 or October 31, 2021.

Note 2 – Business acquisition

On November 4,In December 2019, we purchased the business of Schroff Technologies International, Inc. (“Schrofftech”FASB issued ASU 2019-12, Income Taxes (Topic 740), a Rhode Island-based manufacturer and marketer of intelligent thermal control systems used: Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes 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, ifremoving certain financial targets are met by Schrofftech over a two-year period, agreed to pay additional cash earn-out payments of up to $2.4 million.

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

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

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

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

Note 32 – Inventories and major vendors

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

NoFor the three months ended January 31, 2022, 2 vendors accounted for 30% and 10% of inventory purchases. NaN vendors accounted for more than 10% of inventory purchases for the three months ended January 31, 2021 or 2020. 2021. We have arrangements with ourthese vendors to purchase products based on purchase orders that we periodically issue.

Note 43 – Other current assets

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

Note 54 – Accrued expenses and other current liabilities

Accrued expenses consist of the following (in thousands):

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

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

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

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

The following table summarizes the changes to the Level 3 liabilities measured at fair value for the three months ended January 31, 2021 2022 and for the year ended October 31, 20202021 (in thousands):

As of January 31, 2021, the full amount of the $296,000The earn-out was classified as other current liabilities.revalued quarterly using a present value approach and the resulting decrease was recorded into selling and general expenses.

Note 65 – (Loss) earningsLoss per share

Basic (loss) earningsloss per share is computed by dividing net (loss) incomeloss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding increased by the effects of assuming that other potentially dilutive securities (such as stock options) outstanding during the period had been exercised and the treasury stock method had been applied. During the three months ended January 31, 2022 and 2021, we reported a net loss and diluted loss per share is computed the same as basic loss per share as the effect of utilizing the fully diluted share count would have reduced the net loss per share which has an anti-dilutive effect. Therefore, all outstanding stock options are excluded from the computation of diluted loss per share. Potentially issuable securities that are out-of-the-money totaled 331,338459,889 and 392,838331,338 shares for the three months ended January 31, 2021 2022 and 2020,2021, respectively, and were excluded from the calculation of diluted per share amounts because of their anti-dilutive effect.

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

Note 76 – Stock-based compensation and equity transactions

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

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

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-quarterone-quarter of the restricted shares and options shall vest on January 12, 2022; and (ii) the remaining restricted shares and options shall vest in twelve equal quarterly installments over the next three years. All incentive stock options expire ten years from the date of grant.

On January 10, 2022, we granted a total of 39,666 shares of restricted stock and 106,001 incentive stock options to one manager and three officers. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 10, 2023; and (ii) the remaining restricted shares and options shall vest in twelve equal quarterly installments over the next three years. All incentive stock options expire ten years from the date of grant.

No other shares or options were granted to company employees during the three months ended January 31, 2021 2022 and 2020.2021.

The weighted average fair value of employee stock options that were granted during the three months ended January 31, 2021 2022 and 20202021 was estimated to be $2.46$3.84 and $3.13,$2.46, respectively, per share, using the Black-Scholes option pricing model with the following assumptions:

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

Company stock option plans

Descriptions of our stock option plans are included in Note 9 of our Annual Report on Form 10-K10-K for the year ended October 31, 2020. 2021. A summary of the status of the options granted under our stock option plans as of January 31, 2021 2022 and the changes in options outstanding during the three months then ended is presented in the table that follows:

Weighted average remaining contractual life of options outstanding as of January 31, 2021: 6.302022: 6.67 years

Weighted average remaining contractual life of options exercisable as of January 31, 2021: 4.542022: 5.67 years

Weighted average remaining contractual life of options vested and expected to vest as of January 31, 2021: 6.302022: 6.67 years

Aggregate intrinsic value of options outstanding at January 31, 2021: $1,077,0002022: $1,372,439

Aggregate intrinsic value of options exercisable at January 31, 2021: $531,0002022: $639,653

Aggregate intrinsic value of options vested and expected to vest at January 31, 2021: $1,069,0002022: $1,363,724

As of January 31, 2021, $708,0002022, $865,000 and $461,000$605,000 of expenses with respect to nonvested stock options and restricted shares, respectively, has yet to be recognized but is expected to be recognized over a weighted average period of 3.922.72 and 1.301.42 years, respectively.

Non-employeeUnder the compensation policies adopted by the Compensation Committee, directors who also are officers and/or employees of the Company do notreceive aany compensation packagefor serving on the Board. For their service as directors beginning in 2020 until the annual meeting of stockholders held in 2021, non-employee directors (i.e., directors who are not employed by the Company as officers or employees) were awarded $50,000 annually,as Board fees, which is paid one-halfamount was payable (a) one-half in cash ($25,000), with payments made on a quarterly basis, and one-half(b) one-half through the grant of non-qualified awards. For fiscal 2020, compensation payable to non-employee directors was prorated from November 1, 2019 through August 31, 2020. On November 4, 2019, we granted each of our five non-employee directors 3,270 shares of restricted stock. The number of restricted shares granted to each director was determined by prorating $25,000 forthat vest on a quarterly basis. In addition, the 10 months ending August 31, 2020 and dividing by the 20-day average closing stock price ($6.36). These restricted shares vested ratably through August 31, 2020. As compensation for services to be provided until the 2021 annual meetingChairman of stockholders in September 2021, we granted each of our five non-employee directors 5,757 shares of restricted stock, which number was determined by dividing $25,000 by the 20-day average closing stock price ($4.34). On December 31, 2020, a new director joined the Board. We granted the new director 3,334 shares of restricted stock as payment for the year ending with the 2021 annual meeting. The number of restricted stock was determined by prorating $25,000 for the 8.5 months of service upon joining the Board throughof Directors and the 2021 annual meeting and dividing by the 20-day average closing stock price ($5.31).

Non-employee directors who are also a chairpersonChair of aeach committee of the Board receive additional compensationof Directors received an annual retainer of $15,000, annually. On June 5,also payable in restricted shares, that vests in four equal quarterly installments commencing on September 15, 2020 and ending on the Boardearlier of Directors revised the committee chair compensation so that all future compensation from July 1, 2020 throughSeptember 15, 2021 or the next annual meeting of stockholders. In each case, the stockholders will be payable in sharesequity portion of the award was calculated based on the 20-day average trailing closing price of the Company's common stock ratherfrom the date of grant ($4.34); and cash and stock payments were pro-rated for board members who served less than cash. Shares issuedthe entire service period during fiscal 2021.

On September 8, 2021, the Board of Directors determined that the compensation payable to directors as compensation will be valued at the closing common stock price on the last day of each quarter. Accordingly, on July 31, 2020, each of the four committee chairpersons was awarded 279 shares at $4.47 per share. We account for these shares as stock-based compensation. On September 15, 2020, each of the four committee chairpersons was awarded 3,454 shares of restricted stock as paymentBoard fees for the $15,000 retainer payable to Chairpersons for thenext year ending with the 20212022 annual meeting of stockholders.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 number ofcash and restricted shares granted to each chairperson wasstock fees vest in four equal quarterly installments commencing on December 8, 2021, with the restricted stock portion determined by dividing $15,000the amount of the fee by the 20-day20-day average trailing closing price of the Company’s common stock pricefrom the date of grant ($4.34)8.21). Accordingly, on September 8, 2021, Mr. Holdsworth was granted 5,785 shares of restricted stock; Ms. Cefali, 4,871 shares; Mr. Garland, 4,567 shares; and Mr. Fink, 3,044 shares.

Stock option expense

During the three months ended January 31, 2021 2022 and 2020,2021, stock-based compensation expense totaled $123,000$139,000 and $187,000,$123,000, respectively, and was classified in selling and general expense.

Note 98 – Segment information

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

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

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

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

All of our operations are conducted in the United States; however, we derive a portion of our revenue from export sales. We attribute sales to geographic areas based on the location of the customers. The following table presents the sales by geographic area for the three months ended January 31, 2021 2022 and 20202021 (in thousands):

Net sales, income (loss) before provision (benefit)benefit for income taxes and other related segment information for the three months ended January 31, 2021 2022 and 20202021 are as follows (in thousands): 

Note 109 – Income taxes

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

During the first quarterWe recorded income tax benefits of fiscal 2021, the Consolidated Appropriations Act was passed which allows for PPP loan expenses to be deducted on the Company’s tax return. This resulted in a decrease to our deferred tax asset$80,000 and income taxes payable of $0.7 million. The provision or benefit for income taxes was 32% and (120%) of (loss) income before income taxes$194,000 for the three months ended January 31, 2022 and 2021, respectively. The effective tax rate was 22.3% for the three months ended January 31, 2022, compared to 32.4% for the three months ended January 31, 2021. The change in effective tax rate for the three months ended January 31, 2022 compared to the three months ended January 31, 2021 (the “fiscal 2021 quarter”) and 2020 (the “fiscal 2020 quarter”), respectively. The change in the effective tax rate from the fiscal 2020 quarter to fiscal 2021 quarter was primarily driven by the disproportionate impact of various permanent book-tax differences with respect to our forecasted book income or loss in each period.stock compensation windfall benefits.          

We had $134,000$174,000 and $107,000$141,000 of unrecognized tax benefits, inclusive of interest and penalties, as of January 31, 2021 2022 and October 31, 2020, 2021, respectively. The unrecognized tax benefits, if recognized, would result in a net tax benefit of $35,000$168,000 as of January 31, 2021.2022.         

Note 1211 – Commitments

We have operating leases for corporate offices, manufacturing facilities, and certain storage units. Our leases have remaining lease terms of 1 year to 3 years, some of which include options to extend the leases for up to 5 years. A portion of our operating leases are leased from K&K Unlimited, a company controlled by Darren Clark, the former owner and current President of Cables Unlimited, to whom we make rent payments totaling $14,000$16,000 per month.

We also have other operating leases for certain equipment. The components of our facilities and equipment operating lease expenses for the period ending January 31, 2021 2022 were as follows (in thousands):

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

Future minimum lease payments under non-cancellable leases as of January 31, 2021 2022 were as follows:

As of January 31, 2021, 2022, operating lease ROU asset was $1.2 million and operating lease liability totaled $1.3$1.2 million, of which $789,000$698,000 is classified as current. There were no0 finance leases as of January 31, 2021.2022.

Note 1312 – Line of credit and PPP loans

In November 2019, we entered into an agreement for a revolving line of credit (“LOC”) in the amount of $5.0 million. Amounts outstanding under the LOC shall bear interest at a rate of 2.0% plus LIBOR Daily Floating Rate (“base interest rate”), with interest payable on the first day of each month. Borrowings under the LOC are secured by a security interest in certain assets of the Company. The LOC contains certain loan covenants. Failure to maintain the loan covenants may constitute an event of default, resulting in all outstanding amounts of principal and interest becoming immediately due and payable. All outstanding principal and interest is due and payable on December 1, 2021. On December 30, 2020, we closed the line of credit with no amounts outstanding.

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 Cables Unlimited)our New York facility). We anticipate that most of the PPP Loans will be eligible for forgiveness in accordance with the provisions of the CARES Act. To the extent not forgiven, the PPP Loans have a two-year term, a fixed interest rate of 1%, and principal and interest payments are deferred for six months. As of January 31,April 30, 2021, the full amount of the PPP Loans was applied for forgiveness. Subsequent to January 31, 2021, the full amount of the PPP Loans has been forgiven and considered paid in full (including applicable interest).

Future minimum loan payments as of January 31, 2021 were as follows: