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Business activities and summary of significant accounting policies | 12 Months Ended
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Oct. 31, 2012
Accounting Policies [Abstract] |
Business activities and summary of significant accounting policies | Note 1 - Business activities and summary of significant accounting policies Business activities The Company’s business is comprised of the design, manufacture and/or sale of communications equipment primarily to the radio and other professional communications related industries. The Company currently conducts its operations through seven related business divisions: (i) RF Connector and Cable Division is engaged in the design, manufacture and distribution of coaxial connectors and cable assemblies used primarily in radio and other professional communications applications; (ii) Aviel Division is engaged in the design, manufacture and sales of radio frequency, microwave and specialized connectors and connector assemblies for aerospace, original electronics manufacturers and military electronics applications; (iii) Oddcables.com Division is engaged in sales of microwave and radio frequency connectors and cable assemblies to end users in multi-media, radio and other communications applications; (iv) Bioconnect Division is engaged in the design, manufacture and sales of cable interconnects for medical monitoring applications; (v) Neulink Division is engaged in the design, manufacture and sales of radio links for receiving and transmitting control signals for remote operation and monitoring of equipment, personnel and monitoring services; (vi) RadioMobile Division is engaged as an OEM provider of end-to-end mobile management solutions implemented over wireless networks. RadioMobile Division operates as a separate division and supplements the operations of the Company’s Neulink division; and (vii) the Cables Unlimited Division manufactures custom and standard cable assemblies, adapters, and electromechanical wiring harnesses for communication, computer, LAN, automotive and medical equipment and is a Corning Cables Systems CAH Connections SM Gold Program member, authorized to manufacture fiber optic cable assemblies that are backed by Corning Cables Systems’ extended warranty (see Note 11). 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”), the Company’s wholly-owned subsidiary and K&K Unlimited (“K&K”) until this variable investment entity (“VIE”) was deconsolidated in the first quarter of 2012. All intercompany balances and transactions have been eliminated in consolidation. Cash equivalents The Company considers all highly-liquid investments with a maturity of twelve months or less when purchased to be cash equivalents. Revenue recognition Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. The Company recognizes revenue from product sales after purchase orders are received which contain a fixed price and the products are shipped. Most of the Company’s products are sold to continuing customers with established credit histories. Inventories Inventories, consisting of materials, labor and manufacturing overhead, are stated at the lower of cost or market. Cost has been determined using the weighted average cost method. Property and equipment Equipment, tooling and furniture are recorded at cost and depreciated over their estimated useful lives (generally 3 to 7 years) using the straight-line method. The VIE’s building is recorded at cost and depreciated over its estimated useful life (39 years) using the straight-line method. Expenditures for repairs and maintenance are charged to operations in the period incurred. Deferred financing costs The VIE was deconsolidated in the first quarter ended January 31, 2012 and there are no deferred financing costs at October 31, 2012. Variable interest entity Management analyzes if the Company has any variable interests in VIE’s. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. Accounting principles generally accepted in the United States of America require a reporting entity to consolidate a VIE when the reporting entity has a variable interest that provides it with a controlling financial interest in the VIE. The entity that consolidates a VIE is referred to as the primary beneficiary of the VIE. See Note 12 for further discussion. 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 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. At October 31, 2012, the Company performed a qualitative assessment of factors to determine whether it was necessary to perform the impairment testing. Based on the results of the work performed, the Company concluded that no impairment loss was warranted at October 31, 2012. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance and other relevant events, management expertise and stability at key positions. Additional impairment analyses at future dates may be performed to determine if indicators of impairment are present, and if so, such amount will be determined and the associated charge will be recorded to the Consolidated Statement of Income. On June 15, 2011 the Company completed its acquisition of Cables Unlimited. Goodwill related to this acquisition is included within the Cables Unlimited reporting unit. As of October 31, 2012, the goodwill balance related solely to the Cables Unlimited acquisition. No goodwill impairment occurred in 2012 or 2011; all remaining goodwill at October 31, 2012 relates to the acquisition of Cables Unlimited in June 2011. Long-lived assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the assets carrying value exceeds its fair value, and is recorded as a reduction in the carrying value of the related asset and a charge to operations. Intangible assets Intangible assets consist of the following as of October 31:
|  | 2012 |  |  | 2011 |
Amortizable intangible assets: |  |  |  |  |  |  |  |
Non-compete agreements (estimated life 5 years) |  | $ | 200,000 |  |  | $ | 200,000 |
Accumulated amortization |  |  | (55,000 | ) |  |  | (15,000 | )
|  |  | 145,000 |  |  |  | 185,000 |
Customer relationships (estimated life 9.6 years) |  |  | 1,730,000 |  |  |  | 1,730,000 |
Accumulated amortization |  |  | (247,787 | ) |  |  | (67,579 | )
|  |  | 1,482,213 |  |  |  | 1,662,421 |
Backlog (estimated life 6 months) |  |  | 75,000 |  |  |  | 75,000 |
Accumulated amortization |  |  | (75,000 | ) |  |  | (56,250 | )
|  |  | - |  |  |  | 18,750 |
Total |  | $ | 1,627,213 |  |  | $ | 1,866,171 |
Non-amortizable intangible assets: |  |  |  |  |  |  |  |
Trademarks |  | $ | 410,000 |  |  | $ | 410,000 |
Estimated amortization expense related to finite lived intangible assets are as follows:
Year ending October 31, |  | Amount |
2013 |  | $ | 220,208 |
2014 |  |  | 220,208 |
2015 |  |  | 220,208 |
2016 |  |  | 205,208 |
2017 |  |  | 180,208 |
Thereafter |  |  | 581,173 |
Total |  | $ | 1,627,213 |
Amortization of amortizable intangible assets is provided over their estimated useful lives on a straight-line basis. There was no retirement of fully amortized intangible assets in 2012. In fiscal 2011, the Company retired $81,000 of fully amortized intangible assets, impacting both the gross carrying amount and accumulated amortization for this amount. Advertising The Company expenses the cost of advertising and promotions as incurred. Advertising costs charged to operations were approximately $242,000 and $244,000 in 2012 and 2011, respectively. Research and development The Company expenses research and development costs as incurred. Research and development costs charged to operations and included in engineering were approximately $470,000 and $622,000 in 2012 and 2011, respectively. Income taxes The Company accounts 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 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Stock options For stock option grants to employees, the Company recognizes compensation expense based on the estimated fair values of the options at date of grant. Stock based employee compensation expense is recognized on the straight-line basis over the requisite service period. The Company issues previously unissued common shares upon exercise of stock options. For the fiscal years ended October 31, 2012 and 2011, charges related to stock based compensation amounted to approximately $264,000 and $312,000, respectively. For the fiscal years ended October 31, 2012 and 2011, stock based compensation classified in cost of sales amounted to $53,000 and $61,000 and stock based compensation classified in selling, general and engineering expense amounted to $211,000 and $251,000 respectively. 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 by the Company upon the exercise of stock options in any period for the years ended October 31, 2012 and 2011, that were not included in the computation because they were anti-dilutive, totaled 755,568 and 590,968, respectively. The following table summarizes the calculation of basic and diluted earnings per share:
|  | 2012 |  |  | 2011 |
Numerators: |  |  |  |  |  |  |  |
Consolidated net income (A) |  | $ | 2,612,422 |  |  | $ | 773,011 |
Denominators: |  |  |  |  |  |  |  |
Weighted average shares outstanding for basic earnings per share (B) |  |  | 6,908,890 |  |  |  | 6,382,845 |
Add effects of potentially dilutive securities - assumed exercise of stock options |  |  | 771,853 |  |  |  | 909,003 |
Weighted average shares for diluted earnings per share (C) |  |  | 7,680,743 |  |  |  | 7,291,848 |
Basic net earnings per share (A)÷(B) |  | $ | 0.38 |  |  | $ | 0.12 |
Diluted net earnings per share (A)÷(C) |  | $ | 0.34 |  |  | $ | 0.11 |
Recent accounting standards New accounting standards adopted in fiscal 2012- In May 2011, the Financial Accounting Standards Board (“FASB”) issued guidance that amends U.S. GAAP to conform it to fair value measurement and disclosure requirements in International Financial Reporting Standards (“IFRS”). The amendments changed the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The provisions of this guidance, which were adopted effective for the Company’s quarter ended January 31, 2012, did not have a material impact on the Company’s consolidated results of operations, financial condition or disclosure. In September 2011, the FASB issued new accounting guidance intended to simplify how an entity tests goodwill for impairment. The guidance permits an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity is no longer require to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The new accounting guidance is effective for fiscal years and interim periods with those years, beginning after December 15, 2011, with early adoption permitted. The early adoption of this guidance during fiscal 2012 did not have a material impact on the Company’s consolidated financial condition or results of operations. In July 2012, the FASB issued new accounting guidance that allows entities to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The guidance is effective for fiscal years beginning after September 15, 2012, with early adoption permitted. The early adoption of this guidance during fiscal 2012 did not have a material impact on the Company’s consolidated financial condition or results of operations. New accounting standards not yet adopted- In June 2011, the FASB issued new accounting guidance on the presentation of other comprehensive income. The guidance eliminates the current option to present components of other comprehensive income as part of the statement of changes in equity. Instead, an entity has the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. Full retrospective application is required. As the new accounting guidance will only amend the presentation requirements of other comprehensive income, the Company does not expect the adoption to have a significant impact on its consolidated financial condition or results of operations.

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- Definition The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity. + References No definition available. + Details
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