2003
Annual
Report
RF INDUSTRIES
President's Letter to Shareholders
March 22, 2004
RF Connector Division
RF Neulink Division
Bioconnect Division
Fellow Shareholders
Wherever there is a wireless phone, pager, laptop or wide-area-network, our products complete the
voice or data transmission across the wireless network through the antenna to the PBX or computer
network. We design and manufacture connection and transmission products used in the wireless
telecommunications market.
Our objective is to grow the business through continued exploitation of niche opportunities in the
wireless market. To accomplish this, we will exploit our strengths with RFI's current customers and market
base to expand our product line, enter new markets and acquire new customers. We think the recent
completion of our 43rd consecutive profitable quarter supports this strategy.
First Quarter, Fiscal 2004 Results:
Company-wide sales for the first quarter ending January 31st, 2004, typically RF Industries' seasonally
weakest quarter of the fiscal year, increased 5% to $2,450,000, compared to $2,327,000 for the first three
months of fiscal 2003.
The 5% gain in corporate sales masked an outstanding performance from our coax connector and cable
product group, where sales increased 19% over the same period last year. This strong sales gain, combined
with the introduction of new Wi-Fi and telecom connector products, helped raise gross margins to 51% of
sales, compared to 49% of sales in the same quarter last year.
Operating profitability improved, as total operating expenses actually declined about $50,000, primarily
due to lower engineering expenses in the quarter. Profitability also gained from the consolidation of the
Bioconnect product lines with RF Connector products, which significantly reduced the operating loss
associated with the Bioconnect product line to only $17,000 from $107,000 in the same quarter last year.
As a result, net income for the first quarter jumped 73% to $234,000 or $0.08 per diluted share,
compared to $135,000 or $0.04 per diluted share in the same period last year. Per share results benefitted
from the reduction in shares outstanding to 2,943,000 from 3,651,000 in the same quarter last year.
RFI's balance sheet continues to strengthen, and by the end of the first quarter, cash and cash
equivalents returned to near record levels of $4,100,000, compared to $4,300,000 at January 31, 2003, just
before the Company used cash of $2,257,000 to repurchase 752,167 common shares from a shareholder.
Working capital is now nearly $8,600,000, the current ratio is 18 to 1 and stockholder's equity of
$8,979,000, or $3.22 per share, compared to $8,059,000, or $2.37 per share at this time last year.
Your Company is stronger than ever. We continue to keep expenses in check, have no long-term debt
and have recently introduced new products at RF Connectors and Cable Assembly, RF Neulink and
Bioconnect. With strong growth in new high-speed wireless applications and recovery in the
telecommunications market, we look forward to higher sales and profits in the coming year.
Fiscal 2003 Results
Record fourth quarter results raised sales 23% to $3,045,000 compared to $2,479,000 in the fourth
quarter of fiscal 2002. The strong year-end results nearly doubled net income for the full twelve months
ending October 31, 2003 to $711,000, or $.0.19 per diluted share, compared to $380,000, or $0.09 per
diluted share, for fiscal 2002. Fiscal 2003 sales increased 11% to a record $9,875,000, compared to sales of
$8,916,000 in fiscal 2002.
President's Letter
Page Two
The record fiscal 2003 results reflect a strong rebound in the wireless and telecommunication markets.
For the year, connectors and coax products sales increased 7% to a record $8,585,000. Neulink products
also contributed with a 49% sales increase to $1,288,000.
Operating expenses actually declined, despite the 11% increase in sales, in part because of the benefits
of consolidating the Bioconnect product line with RF Connectors during Spring, 2003. The full benefits of
this consolidation are readily apparent in the first quarter, fiscal 2004, results.
Product Development
We believe RFI's market share has strengthened. We have recently introduced new RF connector and
cable assembly products specifically targeting fast growing Wi-FI and telecommunications applications.
Other new product developments include a unique line of RF Connectors and Cable assemblies for
Military, Aerospace and OEM applications.
To support the expansion of new coax cable and Bioconnect medical cable product lines, RFI has
recently purchased the latest generation hi-speed production equipment. These cable and medical
interconnect products address a high-margin, high volume market opportunity.
Neulink is now marketing its NL6000 hi-speed narrow-band modem, the first product in its market to
meet the new FCC data and broadcast regulations.
These product developments are only part of the reason that RF Industries looks forward to increasing
sales and profitability in the current year.
Positioning for Long-Term Growth
Every year we re-evaluate our strategy and position in the market. The primary goal is the expansion
of sales and profits to build value for our shareholders. As a result, we have made some important changes
within our organization.
Several new products were developed in 2003 and more are in development this year. RFI believes it
has the best-in-industry solutions. Consequently, we are initiating joint-venture business relationships
with our distribution network to promote new and current product lines. We are optimistic that these
relationships, combined with new products for OEM and Military/Aerospace applications, will help to
expand our sales with current and prospective customers.
I am confident that these efforts will contribute to our long-term success and prosperity. I believe that
this focus, combined with the Company's strong financial position, growth opportunities and new product
lines will enhance long-term shareholder value.
On behalf of everyone at RF Industries, we thank you for your continued support.
Sincerely,
Howard F. Hill
President/CEO
Abridged and Edited Copy of Annual Report
(FORM 10-KSB)
For the fiscal year ended October 31, 2003
RF INDUSTRIES, LTD.
7610 Miramar Road, Bldg. 6000, San Diego, California 92126-4202
(858) 549-6340 FAX (858) 549-6345
Revenues for the year ended October 31, 2003 were $9,875,499.
The approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of October 31, 2003, based
on the average of the closing price of one share of the Common Stock of the Company, as reported on October 31, 2003 was
$10,636,098. As of October 31, 2003, the registrant had 2,692,683 outstanding shares of common stock, $.01 par value.
Forward-Looking Statements:
Certain statements in this Annual Report on Form 10-KSB, and other oral and written statements made by
the Company from time to time are “forward looking statements” within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, including those that discuss strategies, goals, outlook
or other non-historical matters, or projected revenues, income, returns or other financial measures. In
some cases forward-looking statements can be identified by terminology such as “may,” “will,” “should,”
“except,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of
such terms or other comparable terminology. These forward-looking statements are subject to numerous
risks and uncertainties that may cause actual results to differ materially from those contained in such
statements. Among the most important of these risks and uncertainties are the ability of the Company to
continue to source raw materials from its suppliers, and the market demand for its products, which is
dependent to a large part on the telecommunications industry.
Important factors which may cause actual results to differ materially from the forward looking statements
are described in the Section entitled “Risk Factors” in the Form 10-KSB, and other risks identified from
time to time in the Company’s filings with the Securities and Exchange Commission, press releases and
other communications. The Company assumes no obligation to update these forward-looking statements
to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
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PART I
ITEM 1.
BUSINESS
General:
RF Industries, Ltd. (hereinafter the “Company”) is a provider of interconnect products and
systems for radio frequency (RF) communications products and wireless digital transmission systems.
Since December 2000, the Company has also been a manufacturer and seller of specialized electrical
cabling and interconnect products to the medical monitoring market. The Company currently conducts its
operations through two divisions known as (i) the RF Connector Division, which distributes cable
connectors and cable assemblies, and (ii) the Neulink Division, which distributes complete wireless data
products such as radio frequency data links and wireless modems. For financial accounting purposes, the
Company considers these Divisions to be two separate business units.
The Company’s principal executive office is located at 7610 Miramar Road, Building #6000, San
Diego, California. The Company was incorporated in the State of Nevada on November 1, 1979,
completed its initial public offering in March 1984 under the name Celltronics, Inc. and changed its name
to RF Industries, Ltd. in November 1990. Unless the context requires otherwise, references to the
“Company” in this report include RF Industries, Ltd. and its divisions and wholly owned subsidiary.
RF Connector Division
The RF Connector Division is engaged in the design, manufacture and distribution of coaxial
connector solutions for companies that design, build, operate, maintain and use wireless voice, data,
messaging, and location tracking systems. Coaxial connector products consist primarily of connectors
which, when attached to a coaxial cable, facilitate the transmission of analog and digital signals in various
frequencies. Although most of the connectors are designed to fit standard products, the Company also
sells custom connectors specifically designed and manufactured to suit customer requirements such as the
Wi-Fi and broadband wireless industries. The Company’s RF connectors are manufactured for the
Company by third party foreign manufacturers located in Asia. The Company has been designing,
producing and selling coaxial connectors since 1987.
The RF Connector Division also is engaged in the manufacture and distribution of RF cable
assemblies. These cable assemblies consist of various types of coaxial cables that are attached to
connectors (usually the Company’s connectors) for use in a variety of communications applications.
Cable assemblies are manufactured at the Company’s California facilities and are sold through
distributors or directly to major OEM (Original Equipment Manufacturer) accounts. Cable assemblies
consist of both standard cable assemblies and assemblies that are custom manufactured for the
Company’s clients. The Company offers a standard line of cable assemblies with over 70,000 cable
products. During the 2003 fiscal year, the RF Connector Division added high-speed production and
marking equipment in order to expand cable assembly capabilities and its Bioconnect medical product
line offerings. RF cable assembly sales generated $1,398,000 of revenues, or approximately 18.4% of the
RF Connector Division’s net revenues during the fiscal year ended October 31, 2003.
The Company’s connectors and cable assemblies are used in thousands of different devices,
products and types of equipment. While the models and types of devices, products and equipment may
change from year to year, the demand for the types of connectors used in such products and offered by the
Company does not fluctuate with the changes in the end product incorporating the connectors. In
addition, since the Company’s standard connectors can be used in a number of different products and
devices, the discontinuation of one product does not make the Company’s connectors obsolete.
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Accordingly, most connectors carried by the Company can be marketed for a number of years and are
only gradually phased out. Furthermore, because the Company’s connector products are not dependent
on any line of products or any market segment, the Company’s overall sales of connectors do not
fluctuate materially when there are changes to any product line or market segment. Sales of the
Company’s connector products are more dependent upon the overall economy and on the Company’s
ability to market its products. While the Company’s sales of connectors and cable assemblies have
fluctuated in the past few years, the Company believes that the continuing increase in new wireless
products being introduced will result in an overall increase in the demand for radio frequency connectors
and cable assemblies that the Company distributes.
In December 2000, the Company acquired Bioconnect, Inc., a designer and manufacturer of
cables and interconnects for medical monitoring applications. In February, 2003, the Company
consolidated Bioconnect operations with those of the RF Connector division and moved the Bioconnect
operations from Lake Elsinore to the RF Connector division’s San Diego facilities. The RF Connector
division continues to design, manufacture and sell the Bioconnect line of medical products. The
Company has leased an additional 3180 square feet of manufacturing space, adjacent to its existing
facilities for the Bioconnect cable and coaxial cable assembly operations. The Bioconnect product group
is engaged in the design, manufacture and sale of cables and interconnects for medical monitoring
applications, such as disposable ECG cables, infant apnea monitors in hospitals, patient leads, snap leads
and connecting wires.
The RF Connector Division generated $8,588,000, approximately 87% of the Company’s net
revenues during the fiscal year ended October 31, 2003.
RF Neulink Division
The RF Neulink Division designs and manufactures, through outside contractors, wireless data
products commonly known as RF data links and wireless modems. These radio modems and receivers
provide high-speed wireless connections over distances where wire connections may not be desirable or
feasible. RF Neulink sells its owns products and those of other manufacturers. During the 2003 fiscal
year, RF Neulink completed the design and development of a new NL6000 radio-modem, which is now
RF Neulink’s standard model. In addition to selling its own radio modem, RF Neulink also distributes
antennas, transceivers and related products of other manufacturers. The RF Neulink Division is now able
to offer complete turnkey packages for numerous remote data transmission applications. A few of the
many applications for these products include industrial monitoring and control of remote sensors and
devices (SCADA), wireless linking of remote weather and seismic sites, multipoint military training
range information systems, infrastructure linking of public safety communications networks and
automatic vehicle location systems. The RF Neulink Division generated $1,288,000, or approximately
13% of the Company’s net revenues during the fiscal year ended October 31, 2003.
Product Description:
The Company produces a broad range of interconnect products and assemblies. The products that
are offered and sold by the Company’s two divisions consist of the following:
RF Connector Division:
The Company’s RF Connector Division designs and distributes coaxial connectors for the
numerous products, devices and instruments. Coaxial connectors have applications in commercial,
industrial, automotive, scientific and military markets.
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The types of connectors offered by the RF Connector Division include 2.4mm and 3.5mm, 7-16
DIN, BNC, MCX, MHV, Mini-UHF, MMCX, N, SMA, SMB, TNC and UHF. These connectors are
offered in several configurations for both plugs and jacks. There are hundreds of applications for these
connectors, some of which include digital applications, cellular and PCS telephones, Wi-Fi and
broadband wireless applications, cellular and PCS infrastructure, GPS (Global Positioning Systems),
mobile radio products, aircraft, video surveillance systems, cable assemblies and test equipment. Users of
the Company’s connectors include telecommunications companies, circuit board manufacturers, Original
Equipment Manufactures (OEM), consumer electronics manufacturers, audio and video product
manufacturers and installers, and satellite companies. The RF Connector Division markets approximately
1,500 types of connectors, which range in price from $0.40 to $125.00 per unit.
The RF Connector Division also produces and markets the Company’s cable assemblies. Cable
assemblies are made with a variety of sizes and combinations of RFI coaxial connectors and coax cabling.
Cabling is purchased from a variety of major unaffiliated suppliers and is assembled with the Company
connectors as complete cable assemblies. Coaxial cable assemblies have thousands of applications
including local area networks, wide area networks, Internet systems, PCS/cellular systems, TV/dish
network systems, test equipment and entertainment systems.
The Bioconnect group within the RF Connector division designs, manufactures and sells
specialized electrical cabling and interconnect products used in the medical monitoring market. These
products consist primarily of patient monitoring cables, ECG cables, snap leads, and molded safety leads
for neonatal monitoring electrodes. The products used in hospitals, clinics, doctor offices, ambulances
and at home, are replaced frequently in order to ensure maximum performance.
The RF Connectors Division also designs, and manufactures through outside contractors, a
variety of connectors and hand tools that are assembled into kits used by lab and field technicians, R&D
technicians and engineers. The Company also designs and now offers some of its own tools, which differ
from those offered elsewhere in the market. Tool products are carried as an accommodation to the
Company’s customers and have not materially contributed to the Company’s revenues.
RF Neulink Division:
The wireless data products available from the RF Neulink Division come in a variety of
configurations to satisfy the requirements of the various vertical markets. Transmitter and receiver
modules come in a wide range of power output and frequency ranges and are used to convey data or voice
from point to point. Additionally, dumb or smart programmable modems are available in a wide range of
speeds and frequency/price ranges. Accessory modules have been developed for remotely controlling and
monitoring electrical devices.
The products sold by the RF Neulink Division, including both its own products and products of
other manufacturers that are distributed by the Neulink Division, include:
•
•
•
•
•
RF9600 UHF and VHF wireless modems
DAC9600’s incorporating RF9600’s with Digital, Analogue, and Relay I/O modules
NL6000 UHF and VHF wireless modems
Omnex Control Systems 900mhz Spread-Spectrum wireless modems and I/O modules
Teledesign high-speed wireless modems in VHF, UHF and 900 MHz frequencies
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•
•
•
Maxrad and Antenex antennas
Bluewave Antennas
Custom Design and Engineering services
Current applications in use worldwide for Neulink products are various and include:
•
•
•
•
•
•
•
•
•
•
•
•
•
seismic and volcanic monitoring
industrial remote censoring/control in oil fields, pipelines and warehousing
lottery remote terminals
various military applications
remote camera control and tracking
perimeter and security system control/monitoring
water and waste management
inventory control
HVAC remote control and monitoring
biomedical hazardous material monitoring
fish farming automation of food dispensing, water aeration and monitoring
remote emergency generator startup and monitoring
Police usage for mobile want and warrant data
During the 2003 fiscal year, RF Neulink completed the design and development of a new NL6000
radio-modem, and the Company has recently commenced marketing and selling these units. This product
is a high-speed narrow band compliant radio modem, with a powerful DSP on board, that operates on a
12.5 KHz channel at a 12 Kbps data transfer rate. With standard data, enhanced data, and mobile data
modes, the NL6000 is programmable to meet most needs.
The Company also is marketing its Neulink wireless data products for use in oil and gas field
monitoring, electrical control and distribution and industrial automation and plant security. In addition,
the Neulink Division’s standard RF 9600 radio modem, which is used to monitor seismic and volcanic
activity, is designed to prevent loss of life by early warning of impending disaster.
In addition to its own products, the Neulink Division also is the nationwide distributor for Zeus
Wireless data spread spectrum transceivers. These units are true frequency hoppers @ 2.4GHz offering
point-to-point, point-to- multipoint, Broadcast and TCP/IP operational modes. The Neulink Division has
agreed to handle lower volume customers of this product. Under this agreement, the Neulink Division
provides system design, tech support and service for sales of 2500 units or less.
In 2002, the Neulink Division added the Antenex line of antennas to its product line. As a
distributor for both Maxrad and Antenex antennas, the Neulink Division is now able to offer two
complimentary lines of antennas, thereby addressing most antenna needs.
In 2002, the Neulink Division also was named as a distributor of Omnex Control System’s
wireless modems, thereby enabling the Neulink Division to increase its line of products to include a 900
MHz spread spectrum transceiver to customers who need a license-free system. The Omnex line of
products has multiple transceivers with numerous options.
Design efforts have been completed for the software and hardware products, which, in
combination with existing products, are designed to enable Neulink to market complete wireless solutions
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for control and monitoring of remote sites via radio modem links. New software enables RF Neulink’s
RF9600 wireless modems, in conjunction with our I/O modules, to configure a SCADA system. The
software, named EZ-SCADA, creates a simple user-defined graphics screen that visually displays the
status, analogue values and trends. EZ-SCADA software allows remote polling via base stations of
SCADA units such as water, oil or gas tanks. Hardware changes include addition of Analogue ‘C’
module, allowing system design for a full range of sensing and monitoring devices, digital, analogue and
relay control.
The Neulink Division also added several other new products to its line. With over-the-air rates of
19.2 Kbps the Teledesign Systems TS4000 series offers enhanced features such as dual RS-232 data ports
and higher RF power levels. The TS4000 series offer increased range for remote SCADA systems, as
well as dual RS232 port options for multiple unit control. In addition, the new TPL amplifiers for
licensed systems enable increased range of communications between radios. The TPL line of high-speed
switched amplifiers compliment Neulink’s high-speed radio modems.
Foreign Sales:
Direct export sales by the Company to customers in South America, Canada, Mexico, Europe,
Australia, the Middle East, and the Orient accounted for approximately 18% of Company sales for the
fiscal year ended October 31, 2002 and approximately 12% of Company sales for the fiscal year ended
October 31, 2003. The majority of the export sales during these periods were to Canada and Mexico.
The Company is attempting to expand its foreign distribution efforts under its “RFI” logo, and is
attempting to obtain additional foreign private label customers.
The Company does not own, or directly operate any manufacturing operations or sales offices in
foreign countries.
Distribution, Marketing and Customers:
Sales methods vary greatly between the two divisions.
RF Connector presently sells its products primarily through warehousing distributors and OEMs
(Original Equipment Manufacturers) customers who utilize coaxial connectors and cable assemblies in
the manufacture of their products. Since there are many OEMs who are not served by any of the
Company’s distributors, the Company’s goal is to increase the number of OEMs that purchase connectors
directly from the Company. The Bioconnect group markets its products both directly to hospitals and
indirectly to the medical market through hospital dealers and distributors. The group also sells its
products to OEMs who incorporate the leads and cables into their product offerings.
RF Neulink sells its products directly or through manufacturers representatives, system
integrators and OEMs. System integrators and OEMs integrate and/or mate Company’s products with
their hardware and software to produce turnkey wireless systems. These systems are then either sold or
leased to other companies, including utility companies, financial institutions, petrochemical companies,
government agencies, and irrigation/water management companies.
Manufacturing:
The Company contracts with outside third parties for the manufacture all its coaxial connectors
and Neulink products. However, virtually all of RF cable assemblies sold by the Company during the
fiscal year ended October 31, 2003 were manufactured by the Company at its facilities in California. RF
Connector has its coaxial connector manufacturing performed at numerous manufacturing plants in Japan,
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Korea, the United States and International Standards Organization (ISO) approved factories in Taiwan.
The Company is not dependent on any one or only a few manufacturers for its coaxial connectors and
cable assemblies. The Company does not have any agreements with manufacturers for its connectors,
cable assemblies or Neulink products. RF Industries has in-house design engineers who create the
engineering drawings for fabrication and assembly of connectors and cable assemblies. Accordingly, the
manufacturers are not primarily responsible for design work related to the manufacture of the connectors
and cable assemblies. However, the third party manufacturers of the Neulink products are solely
responsible for design work related to the manufacture of the Neulink Division’s products. Neulink’s
products are manufactured by numerous manufacturers in the United States, and the Company is not
dependent on one or a few manufacturers for its Neulink products.
The Bioconnect group of the RF Connector division has designed and manufactured its own
products for over 20 years (including as an unaffiliated company). The manufacturing process for the
Bioconnect medical cables includes all aspects of the product, from the design to mold design, mold
fabrication, assembly and testing. The Bioconnect product line produces its medical interconnect
products in both high volume manufacturing and for custom or low volume applications.
There are certain risks associated with the Company’s dependence on third party manufacturers
for its products, including reduced control over delivery schedules, quality assurance, manufacturing
costs, the potential lack of adequate capacity during periods of excess demand and increases in prices.
Raw Materials:
Connector materials are typically made of commodity metals and include small applications of
precious materials, including silver and gold. The RF Connector Division purchases almost all of its
connector products from contract manufacturers located in Asia and the United States. The Company
believes that the raw materials used in its products are readily available and that the Company is not
currently dependent on any supplier for its raw materials. The Company does not currently have any
long-term purchase or supply agreements with its connector or Neulink product suppliers. The RF
Connector cable assembly division obtains coaxial connectors from RF Connector’s manufacturing
sources. The Company believes there are numerous domestic and international suppliers of coaxial
connectors. Nevertheless, should the Company experience a material delay in obtaining raw materials
and component parts from its existing suppliers, until alternate arrangements are made, the Company’s
ability to meet its customer’s needs may be adversely affected.
Neulink purchases its electronic products from various U.S. suppliers, and all Neulink wireless
modem transceivers are built in the United States. The Company believes electronic components used in
these products are readily available from a number of domestic suppliers and from other foreign suppliers.
Personnel:
As of December 31, 2003, the Company employed 52 full-time employees, of whom 17 were in
management, 16 were in manufacturing and assembly, 2 were engineers engaged in design, research and
development, and the rest were in various administrative positions. The Company also occasionally hires
part-time employees. The Company believes that it has a good relationship with its employees and, at
this time, no employees are represented by a union.
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Research and Development:
During the past two fiscal years, the Company spent approximately $300,000 on research and
development. A significant portion of the recent research and development expenses consisted on the
development of RF Neulink’s new NL6000 radio modem. Since the development of the NL6000 has now
been completed, research and development expenses are expected to decrease. Research and
development activities of the Company consist of activities intended to produce new products not
marketed by others that can be marketed to the industry in general. In addition, to research and
development activities, the Company also spent approximately $1,098,000 during the past two fiscal
years on engineering. Engineering activities consist of the design and development of new products for
specific customers and the design and engineering of new products to keep up with changes in the
industry and products offered by the Company’s competitors. Engineering work often is carried out in
collaboration with the Company’s customers.
Patents, Trademarks and Licenses:
The Company does not own any patents on any of its products, nor has it registered any product
trademarks. Because of the Company carries thousands of separate types of connectors and other
products, most of which are available to the Company’s customers from other sources, the Company does
not believe that its business or competitive position is dependent on patent protection.
Warranties and Terms:
The Company warrants its products to be free from defects in material and workmanship for
varying warranty periods, depending upon the product. Products are generally warranted to the dealer for
one year, with the dealer responsible for any additional warranty it may make. Certain Neulink products
are sold directly to end-users and are warranted to those purchasers. The RF Connector products are
warranted for the useful life of the connectors. Although the Company has not experienced any
significant warranty claims to date, there can be no assurance that it will not be subjected to such claims
in the future.
The Company usually sells to customers on 30-day terms pursuant to invoices and does not
generally grant extended payment terms. Sales to most foreign customers are made on cash terms at time
of shipment. Customers may delay, cancel, reduce, or return products after shipment subject to a
restocking charge.
Competition:
Management estimates that RF Connector has over 50 competitors in a $900,000,000 annual
coaxial connector market. Management believes no one competitor has over 15% of the total market,
while the three leaders hold no more than 30% of the total market. Many of the competitors of the RF
Connector Division have significantly greater financial resources and broader product lines. RF
Connector competes on the basis of product quality, product availability, price, service, delivery time and
value-added support to its distributors and OEM customers. Since the Company’s strategy is to provide a
broad selection of products in the areas in which it competes and to have a ready supply of those products
available at all times, the Company normally has a significant amount of inventory of its connector
products. The Bioconnect group competes with numerous other companies in all areas of its operations,
including the manufacture of OEM custom products and medical cable products. Most of the competitors
of Bioconnect are larger and have significantly greater financial resources than Bioconnect.
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Major competitors for Neulink include Microwave Data Systems and Data Radio. Although a
number of larger firms could enter Neulink’s markets with similar products, Neulink’s strategy is focused
on serving and providing specific hardware and software combinations with the goal of maintaining a
strong position in selected “niche” wireless applications. While the Neulink Division’s competitors offer
products that are substantially similar to Neulink’s radio modems, the Neulink Division tries to enhance
its competitive position by offering additional service before, during, and after the sale. For example, the
Company provides design, applications engineering, and telephone assistance to its Neulink Division
customers.
Government Regulations:
The Company’s products are designed to meet all known existing or proposed governmental
regulations. Management believes that the Company should be able to meet existing standards for
approvals by government regulatory agencies for its principal products.
Neulink products are subject to the regulations of the Federal Communications Commission
(FCC) in the United States, the Department of Communications (D.O.C.) in Canada, and the future
E.C.C. Radio Regulation Division in Europe. The Company’s present equipment is “type-accepted” for
use in the United States and Canada. Neulink offers products that comply with current FCC, Industry
Canada, and some European union regulations. The system integrator, or end user, is responsible for
compliance with applicable government regulations.
Bioconnect’s products are subject to the regulations of the U.S. Food and Drug Administration.
ITEM 2.
PROPERTIES:
The Company leases its corporate headquarters building at 7610 Miramar Road, Building 6000,
San Diego, California. The building consists of approximately 11,000 square feet which houses
administrative, sales and marketing, engineering, production and warehousing for the Company’s
Connector Division. In addition, in February 2003, the Company leased an additional 3180 square foot
facility adjacent to the Company’s existing facilities to house the operations of Bioconnect, which were
relocated as part of the consolidation of the operations of RF Connector and Bioconnect. The Neulink
Division operates from a separate building that is located adjacent to the Company’s corporate
headquarters at 7606 Miramar Road, Building 7200. RF Neulink’s building consists of approximately
2,400 square feet, which houses the production and sales staff of the Neulink Division. All of the
foregoing leases will terminate in May 31, 2005. The aggregate monthly rental for all the Company’s
facilities currently is approximately $13,500 per month, plus utilities, maintenance and insurance.
The Company currently believes that its facilities are sufficient to meet its foreseeable needs.
However, should the Company require additional space, the Company believes that suitable additional
space is available near the Company’s current facilities.
ITEM 3.
LEGAL PROCEEDINGS:
The Company is not currently a party to any pending legal proceedings.
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ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None.
PART II
ITEM 5.
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.
Market information: The Company’s Common Stock is listed and trades on the NASDAQ Small
Cap Market under the “RFIL.”
For the periods indicated, the following tables sets forth the high and low sales prices per share of
Common Stock. These prices represent inter-dealer quotations without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.
Quarter
Fiscal 2003
High
Low
November 1, 2002 - January 31, 2003 ...............
February 1, 2003 - April 30, 2003......................
May 1, 2003 - July 31, 2003...............................
August 1, 2003 - October 31, 2003 ....................
Fiscal 2002
November 1, 2001 - January 31, 2002 ...............
February 1, 2002 - April 30, 2002......................
May 1, 2002 - July 31, 2002...............................
August 1, 2002 - October 31, 2002 ....................
2.69
2.87
3.78
4.50
2.90
2.92
2.85
2.22
2.00
2.00
2.67
3.35
2.62
2.601
2.031
1.569
On January 9, 2004, the closing sales price of the Company’s Common Stock was $6.84.
As of January 9, 2004, there were 613 holders of the Company’s Common Stock according to the
records of the Company’s transfer agent, Continental Stock Transfer & Trust Company, New York, New
York.
The Company has not paid any dividends to date and does not presently intend to pay cash
dividends on its Common Stock in the foreseeable future.
There were no sales of equity securities by the Company that were not registered under the
Securities Act during fiscal 2003.
The Company did not repurchase any of its shares during the fourth quarter of the fiscal year
covered by this report.
- 10 -
ITEM 6.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following table presents the key measures of consolidated financial condition as of October 31, 2003
and 2002:
Cash and cash equivalents ......
Current assets ..........................
Current liabilities ....................
Working capital.......................
Property and equipment - net ..
Total assets..............................
Stockholders’ equity ...............
Amount
$2,683,896
8,146,211
509,992
7,636,219
328,124
8,608,090
8,058,098
Liquidity and Capital Resources:
2003
2002
% Total
Assets
31.2%
94.6%
5.9%
88.7%
3.8%
100.0%
93.6%
Amount
$3,939,299
9,573,351
442,659
9,130,692
434,823
10,146,150
9,595,691
% Total
Assets
38.8%
94.4%
4.4%
90.0%
4.3%
100.0%
94.6%
Management believes that its existing current assets and the amount of cash it anticipates it will
generate from current operations will be sufficient to fund the anticipated liquidity and capital resource
needs of the Company for the fiscal year ended October 31, 2004. The Company does not, however,
currently have any commercial banking arrangements providing for loans, credit facilities or similar
matters should the Company need to obtain additional capital. Management believes that its existing
assets and the cash it expects to generate from operations will be sufficient during the current fiscal year
are based on the following:
• As of October 31, 2003, the amount of cash and cash equivalents was equal to $2,684,000 in the
aggregate. This amount represented approximately 94% of the selling and general expenses of the
Company for the entire fiscal year ended October 31, 2003. Accordingly, the Company believes that
it has sufficient cash available to operate for an entire year even if it did not generate any profits.
• As of October 31, 2003, the Company had approximately $8,146,000 in current assets, and only
$510,000 of current liabilities.
• As of October 31, 2003, the Company had only $40,000 of outstanding indebtedness (other than
accounts payable and other current liabilities).
• As of October 31, 2003, the total amount of fixed commitments of the Company (such as lease
payments for its properties and equipment, and other non-cancelable obligations) was $241,000.
In addition, the Company currently does not believe it will need to make any material acquisitions
in fiscal 2004. Management also believes that based on the Company’s financial condition at October 31,
2003, the absence of outstanding bank debt, and its recent operating results, the Company would be able
to obtain bank loans to finance its expansion, if necessary, although there can be no assurance any bank
loan would be obtainable, or if obtained, would be on favorable terms or conditions.
The Company is not a party to off-balance sheet arrangements and does not engage in trading
activities involving non-exchange traded contracts. In addition, the Company has no financial guarantees,
- 11 -
debt or lease agreements or other arrangements that could trigger a requirement for an early payment or
that could change the value of the Company’s assets.
Inventories as of October 31, 2003 were $3,455,000, a $689,000 decrease from October 31, 2002.
As part of its business strategy, and because of its offshore manufacturing arrangements, the Company
normally maintains a high level of inventory. As described elsewhere in this Annual Report, one of the
Company’s competitive advantages and strategies is to maintain customer satisfaction by having
sufficient inventory on hand to fulfill most customer orders on short notice. Accordingly, the Company
maintains a significant amount of inventory, which amount it increases or decreases to reflect its sales.
The Company continuously monitors its inventory levels and, because of recent increases in sales, may
commence increasing its inventory levels.
The net income for the current year was $711,000, net cash provided by operating activities for
the year ended October 31, 2003 was $1,129,000. For the prior year ended October 31, 2002, net income
was $380,000, and cash provided by operating activities was $1,415,000. In each of the past two fiscal
years, net cash provided from operations exceeded net income due to the reduction in inventories (which
enabled the Company to generate sales without having to expend cash to purchase or replenish those
inventories), non-cash depreciation and amortization expenses, and certain other factors.
Net cash used in investing activities was $44,000 during fiscal 2003, compared to $1,653,000
provided by investing activities in fiscal 2002. The net cash that the Company realized in fiscal 2002
from investing activities was due to the liquidation by the Company of its short-term money market
holdings.
Financing activities reduced the Company’s net cash by $2,340,000 in the current year primarily
as a result of the repurchase in May 2003 by the Company of 752,167 of its outstanding shares of
common stock at $3.00 per share (a cash outlay of $2,256,501), and repurchase of stock on open market
of $83,499. The decrease in cash due to the repurchase of shares was partially offset by the issuance of
$90,000 of new shares upon the exercise of stock options. The Company used $45,000 in financing
activities during the previous year to repay outstanding loans.
Results of Operations:
The following summarizes the key components of the consolidated results of operations for the
years ended October 31, 2003 and 2002:
2003
2002
Net sales ..................................
Cost of sales ............................
Gross profit .............................
Engineering expenses..............
Selling and general expenses ..
Impairment of goodwill……
Operating income....................
Other income...........................
Income before income taxes ...
Income taxes ...........................
Net income ..............................
Amount
$9,875,499
5,079,307
4,796,192
753,562
2,849,506
-
1,193,124
22,321
1,215,445
504,700
710,745
% of Sales
100.0%
51.4%
48.6%
7.6%
28.9%
-
12.1%
.2%
12.3%
5.1%
7.2%
Amount
$8,915,935
4,669,673
4,246,262
644,120
2,964,072
220,509
417,561
354,423
771,984
392,300
379,684
% of Total
Sales
100.0%
52.4%
47.6%
7.2%
33.2%
2.5%
4.7%
4.0%
8.7%
4.4%
4.3%
- 12 -
Net sales of the Company increased by $960,000, or 11%, for the fiscal year ended October 31,
2003 compared to the fiscal year ended October 31, 2002. The increase in fiscal 2003 is attributable in
part to a $537,000 increase in sales at the Company’s RF Connector Division to $8,588,000 in fiscal 2003
from $8,051,000 in fiscal 2002. The increase in net sales in the RF Connector Division was due to an
increase in overall demand for connector products, particularly for wireless applications, during the
second half of the fiscal year. For the fiscal year ended October 31, 2003, net sales of Neulink Division
increased by $423,000.
Net sales for the Neulink Division increased by $423,000 to $1,288,000 in fiscal 2003 from
$865,000 in fiscal 2002. The primary reason for the increase in Neulink’s revenues is due to the
consulting and engineering assistance that Neulink started to offer to its customers. Neulink also offered
its customers cables, antennas and radio modems to optimize their end use performance, thus increasing
sales. Neulink has recently supplemented the product line that it offers with the new modem that it has
developed and recently introduced.
The Company’s gross profit increased by $550,000 to $4,796,000 in 2003 from $4,246,000 in
2002 due to the increase in net sales and a slight decrease in the cost of sales. As a percent of sales, gross
profit increased to 48.6% in fiscal 2003 from 47.6% of sales in fiscal 2002. The increase in the gross
profit percentage is primarily due to product mix, and increased sales volume, which increased volume
enabling the Company to obtain better pricing on its product purchases and reduce its per unit labor costs.
Engineering expenses, which include research and development expenses, increased by $110,000
from $644,000 in fiscal 2002 to $754,000 in fiscal 2003. As a percent of sales, engineering expenses
increased from 7.2% in fiscal 2002 to 7.6% in fiscal 2003. The increase in engineering expenses is
attributable to an increase in the design and development activities related the development of the recently
released new Neulink modem. Since the development of that modem has now been completed, research
and development expenses are expected to decrease slightly during the current fiscal year.
Selling and general expenses decreased by $114,000, or by 3.9%, from $2,964,000 in fiscal 2002
to $2,850,000 in fiscal 2003. The decrease is primarily due to the consolidation of the Bioconnect
operations with and into the RF Connector division, which consolidation eliminated certain duplicative
costs.
Operating income increased by $775,000 from $418,000 in fiscal 2002 to $1,193,000 in fiscal
2003. The increase in operating income is primarily attributable to increased sales in both the divisions,
the higher gross margins, and the decrease in selling and general expenses. Operating income in fiscal
2002 also was lowered by $221,000 due to an impairment of goodwill charge. No similar charge was
taken in fiscal 2003.
Other income decreased by $332,000. Other income in fiscal 2002 benefited from a one-time
contract settlement of $272,000 and from commissions of $23,000. The remaining decrease in other
income in fiscal 2003 from other income in fiscal 2002 was due to a $45,000 decrease in interest earnings,
which decrease is due to the lower cash balances held by the Company during the current year (cash
balances were reduced by $2,388,000 due to the repurchase of shares)
Net income increased by $331,000 to $711,000, compared to net income of $380,000 in fiscal
2002. The increase in net income is due to the overall increase in net sales coupled with a decrease in
operating expenses.
- 13 -
ITEM 7.
FINANCIAL STATEMENTS
The following Financial Statements of the Company with Notes and Report of Independent
Public Accountants are attached hereto as pages F-1 to F-19 and was filed as part of this Annual Report:
•
•
•
•
•
•
Report of J.H. Cohn LLP, Independent Public Accountants
Balance Sheet as of October 31, 2003 and 2002
Statements of Income for the years ended October 31, 2003 and 2002
Statements of Stockholders’ Equity for the years ended October 31, 2003 and 2002
Statements of Cash Flows for the years ended October 31, 2003 and 2002
Notes to Financial Statements
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company has adopted a code of ethics that applies to all executive officers and directors of
the Company, a copy of which is filed as Exhibit 14 to this Form 10-K/SB.
The information required by this item is incorporated by reference to the information under the
captions “Election of Directors” and “Compliance with Section 16(a) of the Exchange Act” of the
Registrant’s definitive Proxy Statement and notice of the Company’s 2004 Annual Meeting of
Shareholders which the Company will file with the Securities and Exchange Commission within 120 days
after the end of the fiscal year covered by this report.
ITEM 10.
EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the information under the
caption “Executive Compensation” of the Registrant’s definitive Proxy Statement and notice of the
Company’s 2004 Annual Meeting of Shareholders, which the Company will file, with the Securities and
Exchange Commission within 120 days after the end of the fiscal year covered by this report.
ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to the information under the
caption “Security Ownership of Certain Beneficial Owners and Management” of the Registrant’s
definitive Proxy Statement and notice of the Company’s 2004 Annual Meeting of Shareholders which the
- 14 -
Company will file with the Securities and Exchange Commission within 120 days after the end of the
fiscal year covered by this report.
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to the information under the
caption “Certain Relationships and Related Transactions” of the Registrant’s definitive Proxy Statement
and notice of the Company’s 2004 Annual Meeting of Shareholders which the Company will file with the
Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this
report.
ITEM 14.
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
As of October 31, 2003, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Securities Exchange Act
of 1934, as amended). Based upon that evaluation, the Company's Chief Executive Officer and its Chief
Financial Officer concluded that the Company's disclosure controls and procedures, for a company of its
size, are adequate to ensure material information and other information requiring disclosure are identified
and communicated in a timely fashion.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls or other factors that could
significantly affect these controls subsequent to the date of their evaluation.
ITEM 15.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to the information under the
caption “Principal Accountant Fees And Services” of the Registrant’s definitive Proxy Statement and
notice of the Company’s 2004 Annual Meeting of Shareholders which the Company will file with the
Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this
report.
- 15 -
SIGNATURES
Pursuant to the requirements of Section 13 and 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 23, 2004
By: /s/ Howard F. Hill
Howard F. Hill, President
Pursuant to the requirements of 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.
Dated: January 23, 2004
By: /s/ Terrie A. Gross
Terrie A. Gross, Chief Financial Officer
(Principal Accounting Officer)
Dated: January 23, 2004
By: /s/ Howard F. Hill
Howard F. Hill, Chief Executive Officer
Dated: January 23, 2004
Dated: January 23, 2004
Dated: January 23, 2004
Dated: January 23, 2004
Dated: January 23, 2004
By: /s/ John Ehret
John Ehret, Director
By: /s/ Marvin Fink
Marvin Fink, Director
By: /s/ Henry Hooper
Henry Hooper, Director
By: /s/ Robert Jacobs
Robert Jacobs, Director
By: /s/ Linde Kester
Linde Kester, Director
- 16 -
RF INDUSTRIES, LTD.
INDEX TO FINANCIAL STATEMENTS
[ATTACHMENT TO ITEM 7]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
BALANCE SHEETS
OCTOBER 31, 2003 AND 2002
STATEMENTS OF INCOME
YEARS ENDED OCTOBER 31, 2003 AND 2002
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED OCTOBER 31, 2003 AND 2002
STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2003 AND 2002
PAGE
F-2
F-3
F-4
F-5
F-6
NOTES TO FINANCIAL STATEMENTS
F-7/19
* * *
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders
RF Industries, Ltd.
We have audited the accompanying balance sheets of RF INDUSTRIES, LTD. as of October 31,
2003 and 2002, and the related statements of income, stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of RF Industries, Ltd. as of October 31, 2003 and 2002, and its results of
operations and cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
/s/ J.H. Cohn LLP
San Diego, California
December 9, 2003
F-2
RF INDUSTRIES, LTD.
BALANCE SHEETS
OCTOBER 31, 2003 AND 2002
ASSETS
Current assets:
Cash and cash equivalents
Trade accounts receivable, net of allowance for
doubtful accounts of $55,322 and $84,806
Notes receivable
Inventories
Other current assets
Deferred tax assets
Total current assets
Property and equipment:
Equipment and tooling
Furniture and office equipment
Less accumulated depreciation
Totals
Notes receivable from related parties
Note receivable from stockholder
Other assets
Totals
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Notes payable
Total current liabilities
Deferred tax liabilities
Total liabilities
Commitments and contingencies
Stockholders' equity:
Common stock - authorized 10,000,000 shares at $.01
par value; 2,692,683 and 3,441,054 shares issued
Additional paid-in capital
Retained earnings
Receivables from sale of stock
Treasury stock, at cost - 6,000 and 31,700 shares
Total stockholders' equity
Totals
See Notes to Financial Statements.
F-3
2003
2002
$ 2,683,896
$ 3,939,299
1,701,618
12,000
3,455,018
158,079
135,600
8,146,211
1,146,439
12,000
4,143,617
169,396
162,600
9,573,351
1,125,485
260,183
1,385,668
1,057,544
328,124
49,584
70,000
14,171
1,082,813
251,514
1,334,327
899,504
434,823
56,505
70,000
11,471
$ 8,608,090
$10,146,150
$ 181,637
328,355
$
509,992
40,000
549,992
70,806
327,271
44,582
442,659
107,800
550,459
26,927
2,418,033
5,633,805
(20,667)
8,058,098
34,410
4,695,147
4,923,060
(1,715)
(55,211)
9,595,691
$ 8,608,090
$10,146,150
RF INDUSTRIES, LTD.
STATEMENTS OF INCOME
YEARS ENDED OCTOBER 31, 2003 AND 2002
Net sales
Cost of sales
Gross profit
Operating expenses:
Engineering
Selling and general
Impairment of goodwill
Totals
Operating income
Other income (expense):
2003
2002
$ 9,875,499
5,079,307
$ 8,915,935
4,669,673
4,796,192
4,246,262
753,562
2,849,506
3,603,068
644,120
2,964,072
220,509
3,828,701
1,193,124
417,561
Realized loss from sale of available-for-sale securities
Commissions
Contract settlement
Interest
Totals
(8,192)
23,101
272,031
67,483
354,423
22,321
22,321
Income before provision for income taxes
1,215,445
771,984
Provision for income taxes
Net income
Earnings per share:
Basic
Diluted
504,700
392,300
$ 710,745
$ 379,684
$
$
.23
.19
$
$
.11
.09
See Notes to Financial Statements.
F-4
RF INDUSTRIES, LTD.
STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED OCTOBER 31, 2003 AND 2002
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
Unearned
Compensation
Accumulated
Other
Comprehensive
Loss
Receivables
from Sale
of Stock
Treasury
Stock
Total
Stockholders'
Equity
Balance, November 1, 2001
3,441,054
$34,410
$4,695,147
$4,543,376
$ (23,490)
$ (7,986)
$ (1,715) $
(55,211)
$ 9,184,531
Net income
379,684
Effect of change in fair value of available-
for-sale securities, net of deferred taxes
of $5,105
Comprehensive income
Amortization of unearned compensation
7,986
23,490
379,684
7,986
387,670
23,490
Balance, October 31, 2002
3,441,054
34,410
4,695,147
4,923,060
-
-
(1,715)
(55,211)
9,595,691
Net income
710,745
Tax benefit on non-qualified stock options
47,500
Repayments of receivables from sale of
stock
Exercise of stock options
73,296
733
89,962
Purchase of treasury stock
Retirement of common stock
(821,667)
(8,216)
(2,414,576)
1,715
710,745
47,500
1,715
90,695
(2,388,248)
(2,388,248)
2,422,792
Balance, October 31, 2003
2,692,683
$26,927
$2,418,033
$ 5,633,805
$ -
$ -
$ - $
(20,667)
$ 8,058,098
See Notes to Financial Statements.
F-5
RF INDUSTRIES, LTD.
STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2003 AND 2002
Operating activities:
Net income
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for bad debts
Depreciation and amortization
Amortization of unearned compensation
Deferred income taxes
Realized loss on sale of available-for-sale securities
Impairment of goodwill
Income tax benefit on non-qualified stock options
Changes in operating assets and liabilities:
Trade accounts receivable
Inventories
Other assets
Accounts payable
Accrued expenses
Net cash provided by operating activities
Investing activities:
Proceeds from sale of securities
Investments in securities
Capital expenditures
Payments from/(loans to) to related party
Net cash provided by (used in) investing activities
Financing activities:
Exercise of stock options
Purchase of treasury stock
Payments on notes payable
Repayments of receivables from sale of stock
Net cash used in financing activities
2003
2002
$ 710,745
$ 379,684
54,000
158,040
(40,800)
47,500
(609,179)
688,599
8,617
110,831
1,084
1,129,437
(51,341)
6,921
(44,420)
90,695
(2,388,248)
(44,582)
1,715
(2,340,420)
60,000
162,226
23,490
12,700
8,192
220,509
(224,636)
602,508
158,010
(36,339)
48,864
1,415,208
1,780,598
(30,910)
(40,049)
(56,505)
1,653,134
(44,581)
(44,581)
Net increase (decrease) in cash and cash equivalents
(1,255,403)
3,023,761
Cash and cash equivalents at beginning of year
3,939,299
915,538
Cash and cash equivalents at end of year
$ 2,683,896
$ 3,939,299
Supplemental cash flow information - income taxes paid
$ 514,700
$
91,000
Noncash financing activities - retirement of common stock
$ 2,422,792
See Notes to Financial Statements.
F-6
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
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 is engaged in the design and
distribution of coaxial connectors used primarily in radio and other professional
communications applications (the "RF CONNECTOR Business Unit") and the
design, manufacture and sale of radio links for receiving and transmitting control
signals for remote operation and monitoring of equipment (the "NEULINK
Business Unit"). Management considers each business unit to be a separate
business segment (see Note 6).
Principles of consolidation:
The consolidated financial statements include the accounts of RF Industries, Ltd.
(the “Parent”) and its wholly-owned subsidiary, Bioconnect, Inc. (collectively, the
“Company”). All significant intercompany accounts and transactions are
eliminated in consolidation. On February 1, 2003, Bioconnect, Inc. was dissolved
and its operations were merged into RF Industries, Ltd. Accordingly, the
accompanying financial statements are no longer presented as consolidated
financial statements.
Use of estimates:
The preparation of 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.
Accordingly, actual results may differ from those estimates.
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:
Revenue from product sales is recognized when the product is shipped. In
addition, the Company had a strategic alliance in 2002 with a supplier where the
Company recognized commission income when payment was received.
Investments:
Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 115,
“Accounting for Certain Investments in Debt and Equity Securities,” the Company's
investments in mutual fund units were classified as available-for-sale securities
and, accordingly, were valued at fair value at the end of each period. If there is an
other than temporary decline in fair value, the cost basis of the individual security
would have been written down to fair value via a charge to earnings. Unrealized
holding gains and losses arising from such valuation were excluded from income
and recognized, net of applicable income taxes, in accumulated other
comprehensive income until realized. The Company used the specific identification
method to determine the cost basis for realized gains or losses included in income.
F-7
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities and summary of significant accounting policies (continued):
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.
Goodwill:
In June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
“Goodwill and Other Intangible Assets”, which requires that goodwill and certain
intangible assets, including those recorded in past business combinations, no
longer be amortized against earnings, but instead be tested for impairment at least
annually. At October 31, 2002, due to recurring losses generated by its
Bioconnect Business Unit, the Company did not believe that there was sufficient
projected cash flows to support the net book value of the goodwill. As a result, the
Company wrote off $220,509 of goodwill as of October 31, 2002.
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.
Advertising:
The Company expenses the cost of advertising and promotions as incurred.
Advertising costs charged to operations were $66,890 and $78,440 in 2003 and
2002, respectively.
Income taxes:
The Company accounts for income taxes pursuant to the asset and liability method
which requires deferred income tax assets and liabilities to be computed for
temporary differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in future periods
based on enacted laws and rates applicable to the periods in which the temporary
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. The income tax provision is the tax payable or refundable for the
period plus or minus the change during the period in deferred tax assets and
liabilities.
F-8
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities and summary of significant accounting policies (continued):
Stock options:
In accordance with the provisions of Accounting Principles Board Opinion No. 25,
“Accounting for Stock Issued to Employees” (“APB 25”), the Company will
recognize compensation costs as a result of the issuance of stock options based
on the excess, if any, of the fair value of the underlying stock at the date of grant
or award (or at an appropriate subsequent measurement date) over the amount
the employee must pay to acquire the stock. Therefore, the Company is not
required to recognize compensation expense as a result of any grants of stock
options at an exercise price that is equivalent to or greater than fair value at the
date of grant. The Company also makes pro forma disclosures, as required by
SFAS No. 123, “Accounting for Stock-Based Compensation”, of net income as if a
fair value based method of accounting for stock options had been applied.
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 following table summarizes the calculation of basic and diluted earnings per
share:
Numerators:
Net income (A)
Denominators:
2003
2002
$ 710,745
$ 379,684
Weighted average shares outstanding for basic
earnings per share (B)
3,053,352
3,441,054
Add effects of potentially dilutive securities -
assumed exercise of stock options
617,273
609,584
Weighted average shares for diluted
earnings per share (C)
Basic net earnings per share (A)÷(B)
Diluted net earnings per share (A)÷(C)
3,670,625
4,050,638
$.23
$.19
$.11
$.09
F-9
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities and summary of significant accounting policies (concluded):
Comprehensive income:
Comprehensive income or loss is presented pursuant to SFAS No. 130, “Reporting
Comprehensive Income,” and, accordingly, has been displayed for each year in
the accompanying statements of stockholders’ equity and includes the net income
or loss, plus or minus the effect of the net change in the fair value of available-for-
sale securities each year, net of deferred income taxes.
Note 2 - Concentration of credit risk and sales to major customers:
The Company maintains its cash balances primarily in one financial institution. As of
October 31, 2003, the balance exceeded the Federal Deposit Insurance Corporation
limitation for coverage of $100,000 by $244,417. As of October 31, 2003, the
Company had two unsecured money market accounts totaling $2,349,277. The
Company reduces its exposure to credit risk by maintaining such balances with
financial institutions that have high credit ratings.
Accounts receivable are financial instruments that also expose the Company to
concentration of credit risk. Such exposure is limited by the large number of
customers comprising the Company's customer base and their dispersion across
different geographic areas. In addition, the Company routinely assesses the financial
strength of its customers and maintains an allowance for doubtful accounts that
management believes will adequately provide for credit losses.
Sales to one customer represented 16% and 17% of total sales in 2003 and 2002,
respectively. The Company does not have a written agreement with this customer
and, therefore, this customer does not have any minimum purchase obligations and
could stop buying the Company’s products at any time. A reduction, delay or
cancellation of orders from this customer or the loss of this customer could
significantly reduce the Company’s revenues and profits.
Note 3 - Investments:
Realized losses from sales of investments were $8,192 in 2002. There were no sales
of investments in 2003.
The reclassification adjustment included in comprehensive income during 2002
consisted of net unrealized holding gains arising during the year, net of deferred taxes
of $206, and an adjustment for realized loss, net of deferred taxes included in net
earnings of $7,986.
F-10
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 4 - Inventories:
Inventories consisted of the following as of October 31, 2003 and 2002:
Raw materials and supplies
Finished goods
Less inventory reserve
Totals
Note 5 - Commitments:
2003
2002
$ 591,892
2,997,902
(134,776)
$ 655,746
3,547,551
(59,680)
$ 3,455,018
$ 4,143,617
The Company leases its facilities in San Diego, California under a noncancelable
operating lease. The lease expires in May 2005 and requires minimum annual rental
payments that are subject to fixed annual increases. The minimum annual rentals
under this lease are being charged to expense on a straight-line basis over the lease
term. Deferred rentals were not material at October 31, 2003. The lease also requires
the payment of the Company's pro rata share of the real estate taxes and insurance,
maintenance and other operating expenses related to the facilities. The Company also
leases certain automobiles under operating leases which expire at various dates
through December 2005.
Rent expense under all operating leases totaled approximately $218,000 and $174,000
in 2003 and 2002, respectively.
Minimum lease payments under these operating leases for years subsequent to
October 31, 2003 are as follows:
Year Ending
October 31,
2004
2005
2006
Total
Amount
$ 155,000
85,000
1,000
$ 241,000
The Company has an employment agreement with its President and Chief Executive
Officer for a term which expires on February 24, 2005. The aggregate amount of
compensation provided for over the remaining term of the agreement amounted to
$220,000 at October 31, 2003.
F-11
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 6 - Segment information:
The Company has adopted the provisions of SFAS No. 131, “Disclosures about
Segments of an Enterprise and Related Information. Pursuant to the provisions of
SFAS No. 131, the Company reports segment sales in the same format reviewed by
the Company’s management (the “management approach”).
Management identifies the Company’s 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. The Company had reported segment information in its previous filings
for the operations associated with its Connector, Neulink and Bioconnect business
units in the same format as reviewed by the Company’s management. The sales,
operating income and assets of the Bioconnect segment no longer meet the thresholds
that require separate disclosures and the product line of Bioconnect is comparable with
the Connector business unit. Accordingly, the Company discontinued reporting
segment information on the Bioconnect segment separately and included this
information in the Connector business unit for the year ended October 31, 2003. The
comparable segment information for the year ended October 31, 2002 has been
restated to conform with the 2003 presentation. Substantially all of the Company’s
operations are conducted in the United States; however, the Company derives a
portion of its revenue from export sales. The Company evaluates the performance of
each segment based on income or loss before income taxes. The Company allocates
depreciation and amortization and other indirect expenses at the rate of 92.5% to the
RF CONNECTOR Business Unit and 7.5% to the NEULINK Business Unit. The basis
for this allocation is based upon the number of personnel employed in each Business
Unit.
The Company attributes revenues to geographic areas based on the location of the
customers. The following table presents the revenues of the Company by geographic
area for the years ended October 31, 2003 and 2002:
United States
Foreign countries
Totals
2003
2002
$ 8,675,099
1,200,400
$ 7,321,967
1,593,968
$ 9,875,499
$ 8,915,935
F-12
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 6 - Segment information (concluded):
Net sales, income (loss) before provision for income taxes and other related segment
information as of October 31, 2003 and 2002, and for the years ended October 31,
2003 and 2002 follows:
Connector
Neulink
Corporate Total
Common/
$ 8,587,993
$ 1,287,506
$9,875,499
1,317,242
(124,118)
$22,321
1,215,445
2003
Net sales
Income (loss) before
provision for income
taxes
Depreciation and
amortization
140,227
17,813
Total assets
7,903,480
704,610
Additions to property
and equipment
51,341
158,040
8,608,090
51,341
2002
Net sales
Income (loss) before
provision for income
taxes
Depreciation and
amortization
$ 8,051,058
$ 864,877
$8,915,935
754,016
(41,323)
$59,291
771,984
142,095
20,131
162,226
Total assets
9,163,044
983,106
10,146,150
Additions to property
and equipment
40,049
40,049
F-13
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 7 - Income taxes:
The provision for income taxes consists of the following:
Current:
Federal
State
Deferred:
Federal
State
Totals
2003
2002
$ 426,500
119,000
545,500
$ 290,400
89,200
379,600
(30,800)
(10,000)
(40,800)
10,700
2,000
12,700
$ 504,700
$ 392,300
Income tax at the Federal statutory rate is reconciled to the Company's actual net
provision for income taxes as follows:
Income tax at Federal
statutory rate
2003
2002
Amount
% of Pretax
Income
Amount
% of Pretax
Income
$ 413,200
34.0%
$262,500
34.0%
State tax provision, net
of Federal tax benefit
72,000
Nondeductible differences
6,600
5.9
0.5
60,200
80,100
7.8
10.4
Other
12,900
1.1
(10,500)
(1.4)
Provision for income
taxes
$ 504,700
41.5%
$392,300
50.8%
F-14
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 7 - Income taxes (concluded):
The Company's total deferred tax assets and deferred tax liabilities at October 31,
2003 and 2002 are as follows:
Assets:
Allowance for doubtful accounts
Inventory obsolescence
Accrued vacation
State income taxes
Other
Total
Liabilities:
Depreciation
Valuation allowance
2003
2002
$ 23,700
57,700
34,600
36,900
73,000
225,900
$ 36,300
25,600
43,400
30,300
60,900
196,500
(96,400)
(107,800)
(33,900)
(33,900)
Net deferred tax assets
$ 95,600
$ 54,800
The other temporary differences generating net current and noncurrent deferred tax
assets and liabilities were primarily related to deferred compensation and capital loss
carryforward.
Note 8 - Stock options:
Incentive and Non-Qualified Stock Option Plans:
The Board of Directors approved an Incentive Stock Option Plan (the "1990
Incentive Plan") during fiscal 1990 that provides for grants of options to employees
to purchase up to 500,000 shares of common stock of the Company. Under its
terms, the 1990 Incentive Plan terminated in 2000, and no additional options can
be granted under that option plan. However, options previously granted under the
1990 Incentive Plan remain outstanding and continue in effect until they either
expire, are forfeited or are exercised. As of October 31, 2003, a total of 54,585
options were still outstanding under the 1990 Incentive Plan, all of which are
currently exercisable.
The Board of Directors also approved a Non-Qualified Stock Option Plan (the
"1990 Non-Qualified Plan") during fiscal 1990 that provides for grants of options to
purchase up to 200,000 shares of common stock to officers, directors and other
recipients selected by the Board of Directors. Under its terms, the 1990 Non-
Qualified Plan terminated in 2000, and no additional options can be granted under
that option plan. However, options previously granted under the 1990 Non-
Qualified Plan remain outstanding and continue in effect until they either expire,
are forfeited or are exercised. As of October 31, 2003, a total of 39,555 options
were still outstanding under the 1990 Non-Qualified Plan, all of which are currently
exercisable.
F-15
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 8 - Stock options (continued):
Incentive and Non-Qualified Stock Option Plans (concluded):
In May 2000, the Board of Directors adopted the Company’s 2000 Stock Option
Plan (the “2000 Option Plan”). Under the 2000 Option Plan, the Company may
grant options to purchase shares of common stock to officers, directors, key
employees and others providing services to the Company. The number of shares
of common stock that the Company is authorized to issue under options granted
under the 2000 Option Plan initially was 300,000, which number automatically
increases on January 1 of each year by the lesser of (i) 4% of the total number of
shares of common stock then outstanding or (ii) 10,000 shares. Accordingly, as of
October 31, 2003, the authorized number of shares of common stock that could be
issued under the 2000 Option Plan was 330,000, of which 58,252 shares were still
available to be granted. Under the 2000 Option Plan, the Company is authorized
to grant both incentive stock options and non-qualified stock options. Incentive
stock options are granted at an exercise price no less than the fair value of the
common stock on the date of grant, while non-qualified options are granted at no
less than 85% of the fair value of the common stock on the date of grant.
Compensatory stock option plans:
The Company granted options to two executives to purchase a total of 180,000
shares of common stock at $.10 per share pursuant to the terms of their
employment contracts dated February 1, 1998. The options to purchase 45,000
shares are scheduled to vest and become exercisable annually from March 1,
1998 through February 28, 2002. The difference of $376,200 between the market
value and the aggregate purchase price of the shares subject to option at the date
of grant was initially recorded as unearned compensation and deducted from
stockholders’ equity, and is being amortized over the vesting period. A total of
$23,490 was amortized to compensation expense in 2002; the unearned
compensation was fully amortized in 2002.
Additional required disclosures related to stock option plans:
Since the Company has elected to continue to use the provisions of APB 25 in
accounting for stock options, no earned or unearned compensation cost was
recognized in the accompanying financial statements for stock options other than
the amounts attributable to the compensatory options granted to the executives
described above. Had compensation cost been determined based on the fair value
at the grant date for all awards consistent with the provisions of SFAS 123, the
Company's net income and earnings per share in 2003 and 2002 would have been
reduced to the pro forma amounts set forth below:
F-16
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 8 - Stock options (continued):
Additional required disclosures related to stock option plans (continued):
Net income:
As reported
Deduct total stock-based employee
compensation expense determined
under fair value based method for all
awards
Pro forma
Basic earnings per share:
As reported
Pro forma
Diluted earnings per share:
As reported
Pro forma
2003
2002
$ 710,745
$ 379,684
(297,665)
(349,865)
$ 413,080
$ 29,819
$.23
$.14
$.19
$.11
$.11
$.01
$.09
$.01
The fair value of each option granted in 2003 and 2002 was estimated on the date
of grant using the Black-Scholes option-pricing model with the following weighted
average assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected lives
2003
2002
0%
60%
4.33%
10 years
0%
94%
3.85%
10 years
F-17
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 8 - Stock options (concluded):
Additional required disclosures related to stock option plans (concluded):
Additional information regarding all of the Company's outstanding stock options at
October 31, 2003 and 2002 and changes in outstanding stock options in 2003 and
2002 follows:
2003
2002
Shares
or Price
Weighted
Average
Exercise
Per Share Price
Shares
or Price
Per Share
Weighted
Average
Exercise
Price
Options outstanding at
beginning of year
Options granted
Options exercised
Options forfeited
1,245,764
170,365
(73,296)
(54,966)
Options outstanding at end of year
1,287,867
1.71
2.83
1.23
3.39
1.67
1,125,334
120,430
1.67
2.03
1,245,764
1.71
Option price range at end of year
$.10 -$5.75
$.10-$5.75
Weighted average fair value of
options granted during the year
$2.05
$1.80
The following table summarizes information about stock options outstanding at
October 31, 2003, all of which are at fixed-prices:
Weighted Average
Remaining
Contractual Life
of Options
Outstanding
1 yr. after termination
6 yrs.
1 yr. after termination
6 yrs.
5 yrs.
9 yrs.
5 yrs.
9 yrs.
1 yr. after termination
4 yrs.
8 yrs.
4 yrs.
8 yrs.
1 yr. after termination
10 yrs.
10 yrs.
7 yrs.
3 yrs.
7 yrs.
3 yrs.
Number
of Options
Exercisable
470,000
10,000
80,000
16,313
17,555
14,000
4,470
81,135
6,000
41,335
5,000
49,755
60,000
10,000
6,000
69,002
28,302
968,867
Exercise
Price
Number
Outstanding
$0.10
$1.33
$1.50
$1.56
$1.59
$1.76
$1.87
$2.07
$2.13
$2.13
$2.26
$2.50
$2.66
$2.90
$3.36
$3.95
$4.35
$4.88
$5.12
$5.75
470,000
10,000
100,000
16,313
17,555
14,000
4,470
81,135
100,000
6,000
41,335
5,000
49,755
200,000
16,000
43,000
10,000
6,000
69,002
28,302
1,287,867
F-18
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 9 - Retirement plan:
The Company sponsors a deferred savings and profit sharing plan under Section
401(k) of the Internal Revenue Code. Substantially all of its employees may
participate in and make voluntary contributions to this defined contribution plan after
they meet certain eligibility requirements. The Board of Directors of the Company can
authorize additional discretionary contributions by the Company. The Company did
not make contributions to the plan in 2003 or 2002.
Note 10- Related party transactions:
The note receivable from stockholder of $70,000 at October 31, 2003 is due from the
President of the Company, bears interest at 6%, payable annually, and has no specific
due date.
The notes receivable from related parties of $49,584 and $56,505 at October 31, 2003
and 2002, respectively, are due from employees of the Company, bear interest at 6%
and are due when shares of the Company’s common stock are sold by the
employees. The notes are collateralized by properties owned by the employees.
Receivables from sales of stock arose from advances made to assist officers and
employees in the exercise of stock options and, accordingly, are reported as a
reduction of stockholders’ equity in the accompanying balance sheet. The receivables
were collected during 2003.
* * *
F-19
Independent Public
Accountants
J.H. Cohn LLP
James Ledwith, CPA
5415 Oberlin Drive
San Diego, CA 92121
(858) 535-2000
Annual Meeting
May 14, 2004
1:30 p.m., PST
Corporate Office
7610 Miramar Road
San Diego, CA 92126
(858) 549-6340
Securities Counsel
Troy and Gould
1801 Century Park East, 16th Floor
Los Angeles, CA 90067-2367
(310) 553-4441
Transfer Agent and Registrar
Continental Stock & Transfer Co.
17 Battery Place South, 8 th Floor
New York, NY 10004
(212) 509-4000
Investor Relations
Neil G. Berkman Associates
1900 Avenue of the Stars,
Ste. 2850
Los Angeles, CA 90067
(310) 277-5162
Officers and Directors
Linde Kester
Chairman
John R. Ehret
Director
Marvin H. Fink
Director
Howard F. Hill
Director, President and C.E.O.
Henry E. Hooper
Director
Robert Jacobs
Director
Terrie A. Gross
Corporate Secretary/C.F.O.
Manny Gutsche
VP Sales and Marketing
RF Industries
Robert Macias
VP Product Assurance
RF Industries
Richard “Joe” LaFay
President/General Manager
RF Connectors Division
Conrad Neri
VP Operations
RF Connectors and
RF Cable Assemblies Division
David Lamb
Director
RF Neulink Division
Annual reports, 10Ks, 10Qs and news releases are available by contacting
Howard Hill at (858) 549-6340 or (800) 233-1728 or e-mail: rfi@rfindustries.com.
Website: http://www.rfindustries.com
RF INDUSTRIES
7610 MIRAMAR ROAD
SAN DIEGO, CA 92126-4202
(858) 549-6340 OR (800) 233-1728
FAX: (858) 549-6345
EMAIL: rfi@rfindustries.com
WEBWEBWEBWEBWEB: : : : : wwwwwwwwwwwwwww.rfindustries.com
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RF INDUSTRIES