Note

–

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, 2020,

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 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

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: (

) identify the contract with our customer; (

) identify our performance obligations in our contract; (

) determine the transaction price for our contract; (

) allocate the transaction price to our performance obligations; and (

) 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

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.

Property and equipment

Equipment, tooling and furniture are recorded at cost and depreciated over their estimated useful lives (generally

three

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.

If the qualitative assessment indicates that it is more likely than

not

that the fair value of a reporting unit is less than its carrying amount or if we elect

not

to perform a qualitative assessment, we perform a quantitative assessment, or

two

-step impairment test, to determine whether a goodwill impairment exists at the reporting unit. The

first

step in our quantitative assessment identifies potential impairments by comparing the estimated fair value of the reporting unit to its carrying value, including goodwill (“Step

1”

). If the carrying value exceeds estimated fair value, there is an indication of potential impairment and the

second

step is performed to measure the amount of impairment (“Step

2”

instances of goodwill impairment were identified as of

October 31, 2020

and

2019.

We considered the impact of the COVID-

related economic slowdown on our evaluation of goodwill impairment indicators as of

October 31, 2020

as well as consideration of positive factors including backlog and sell-through subsequent to

October 31, 2020.

Although

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.

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,

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

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.

instances of impairment were identified as of

October 31, 2020

2019.

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. 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

October 31, 2020

and

2019,

the carrying amounts reflected in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and the current portion of the PPP Loan approximated their carrying value due to their short-term nature.

Intangible assets

Intangible assets consist of the following as of

October 31, 2020

and

2019

(in thousands):

	2020			2019
Amortizable intangible assets:
Non-compete agreement (estimated life 5 years)	$	423		$	200
Accumulated amortization		(245	)		(200	)
		178			-

Customer relationships (estimated lives 7 - 15 years)		5,058			2,879
Accumulated amortization		(2,367	)		(1,884	)
		2,691			995

Backlog (estimated life 1 - 2 years)		287			134
Accumulated amortization		(266	)		(134	)
		21			-

Patents (estimated life 14 years)		368			142
Accumulated amortization		(77	)		(45	)
		291			97

Totals	$	3,181		$	1,092

Non-amortizable intangible assets:
Trademarks	$	1,174		$	657

Amortization expense was

$692,000

and

$275,000

for the years ended

October 31, 2020

and

2019.

The weighted-average amortization period for the amortizable intangible assets is

8.39

years.

There was

impairment to trademarks for the years ended

October 31, 2020

and

2019.

Estimated amortization expense related to finite lived intangible assets is as follows (in thousands):

Year ending
October 31,	Amount
2021	$	443
2022		374
2023		364
2024		364
2025		320
Thereafter		1,316
Total	$	3,181

Advertising

We expense the cost of advertising and promotions as incurred. Advertising costs charged to operations were approximately

$295,000

and

$422,000

2020

and

2019,

respectively.

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, 2020

and

2019,

we recognized

$1,989,000

and

$1,468,000

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

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

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, 2020

and

2019,

charges related to stock-based compensation amounted to approximately

$556,000

and

$317,000,

respectively. For the fiscal years ended

October 31, 2020

and

2019,

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, 2020

and

2019,

that were

not

included in the computation because they were anti-dilutive, totaled

402,838

and

124,097,

respectively.

The following table summarizes the computation of basic and diluted earnings per share:

	2020			2019
Numerators:
Consolidated net income (A)	$	(81,000	)	$	3,521,000

Denominators:
Weighted average shares outstanding for basic earnings per share (B)		9,678,822			9,358,836
Add effects of potentially dilutive securities - assumed exercise of stock options		-			495,768

Weighted average shares outstanding for diluted earnings per share (C)		9,678,822			9,854,604

Basic earnings per share (A)/(B)	$	(0.01	)	$	0.38

Diluted earnings per share (A)/(C)	$	(0.01	)	$	0.36

Recent accounting standards

Recently issued accounting pronouncements

not

yet adopted:

January 2017,

the FASB issued ASU

No.

2017

04,

Intangibles-Goodwill and Other, which simplifies the accounting for goodwill impairments by eliminating step

from the goodwill impairment test. Instead, if “the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.” The guidance is effective for fiscal years beginning after

December 15, 2019.

Early adoption is permitted. We are evaluating the adoption of this new standard compared to the previous accounting policies and have

not

identified any material impact on our Consolidated Financial Statements.

June 2016,

the 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.

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:

May 2014,

the FASB issued ASC

606.

This guidance superseded Topic

605,

Revenue Recognition, in addition to other industry-specific guidance. The new standard requires a company to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. In

August 2015,

the FASB issued ASU

2015

14,

Revenue from Contracts with Customers: Deferral of the Effective Date, as a revision to ASU

2014

09,

which revised the effective date to fiscal years, and interim periods within those years, beginning after

December 15, 2017.

Early adoption was permitted but

not

prior to periods beginning after

December 15, 2016 (

i.e., the original adoption date per ASU

2014

). In

March 2016,

the FASB issued ASU

2016

08,

Revenue from Contracts with Customers: Principal versus Agent Considerations, which clarifies certain aspects of the principal-versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In

April 2016,

the FASB issued ASU

2016

10,

Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. On

November 1, 2018,

the Company adopted ASC

606

applying the modified retrospective method. The Company has performed a review of ASC

606

as compared to its previous accounting policies for our product revenue and did

not

identify any material impact to revenue recognized. Therefore, there was

adjustment to retained earnings for a cumulative effect. The necessary changes to business processes and controls to effectively review and account for any new contracts under this standard have been implemented.

February 2016,

the FASB issued ASU

No.

2016

02,

Leases. This ASU requires lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under the current GAAP. Under ASU

2016

02,

lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. We adopted the standard as of

November 1, 2019,

the beginning of our fiscal

2020,

applying the modified retrospective method. We elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, allows us to carryforward the historical lease classification. We elected the policy which allows us to combine the nonlease components with its related lease components rather than separating, and the policy election to keep leases with an initial term of

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.