Fiscal 2009 Annual Report
A V I E L
Electronics
President’s letter to Shareholders
April 16, 2009
Fellow Shareholders:
Fiscal Year 2009, which ended on October 31st, 2009, was a year in which RF Industries was challenged to meet our
goals. RF Industries achieved its seventeenth consecutive year of profitability despite a sales decline in 2009 due to
the recession and the industry-wide slow down in wireless infrastructure spending. Although sales and earnings did
not match the record results we achieved in fiscal year 2008, our fourth quarter of fiscal year 2009 sales increased
16%, compared to our fiscal year 2009 third quarter. The fourth quarter of fiscal 2009 was our best quarter of fiscal
2009. Our 50% gross margin for the quarter, as a percent of sales, was equivalent to the same margin achieved in
record fourth quarter last year. The strong margin enabled RF Industries to post fourth quarter operating income of
$456,000, surpassing our previous nine months total operating income of only $450,000.
Fiscal 2009 Results
For the fiscal year ended October 31st, 2009, sales were $14,213,000, compared to record sales of $17,695,000 in
fiscal 2008. Net income was $656,000, or $0.20 per diluted share, compared to net income of $1,559,000, or $0.42 per
diluted share for fiscal 2008.
Sales at the RF Connector and Cable Assembly segment, our most profitable business segment, declined only 13% to
$12,154,000 from $13,936,000 in fiscal 2008. The Bioconnect Medical Cabling & Interconnector Division was also
profitable for the year, despite a sales decline of 19% to $1,324,000 from $1,638,000 in fiscal 2008. The RF Wireless
segment experienced the brunt of the slowdown in wireless capital goods spending and public safety agency wireless
infrastructure spending, with fiscal 2009 sales of $736,000, down 65% from sales of $2,120,000 in fiscal 2008.
Engineering / R & D
During the past two years we have invested heavily in developing advanced wireless products for our RF Wireless
division. We believe that the bulk of our engineering expenses for the introduction of new wireless products are now
behind us. These expenses were approximately $1,050,000 in both fiscal 2009 and fiscal 2008; nearly double fiscal
2007 expenses of only $571,000. In recent months, RF Industries’ RF Wireless businesses have experienced an
increased level of inquiries for these wireless systems, and we are hopeful that a recovery in wireless infrastructure
spending, in association with the imminent introduction of our newly developed, state-of-the-market advanced
wireless products by the RF Wireless division, will lead to improved performance for this segment in fiscal 2010.
Looking Ahead
Overall, despite the severe downturn in the economy in general, and in our industry in particular, we made solid
progress during fiscal 2009; but we have more to do. RF Industries has overcome challenges and obstacles in fiscal
2009 during the world-wide recession, and we do not expect to come out of the recession overnight. Our climb back
will not be easy, but RF Industries’ dedicated employees are unsurpassed in the industry in terms of their expertise,
experience and the pursuit of excellence. I strongly believe that the success of RF Industries for the last seventeen
years of profitability is due, in large part, to our employees’ participation in this company’s employee stock option
plan and knowing that they are stockholders – owners of the company themselves.
Our goal is to continue to strengthen the company through growth through the acquisition of complementary
businesses. We will continue to position ourselves to meet our customers’ needs, drive profitable growth and create
long-term shareholder value. We believe that RF Industries’ strong cash position and no debt will be a key factor for
opportunity for growth in the years to come.
We strive to not only overcome the most difficult challenges, but also to seize the most promising opportunities that lie
ahead. We thank you for the continuing trust that you have placed in us to steward your company. We invite you to
track our progress by logging onto the RF Industries’ webpage www.rfindustries.com.
Thank you for your trust you have placed in us.
Sincerely,
Howard F Hill
President/CEO
Abridged and Edited Copy of Annual Report
(Form 10-K)
Annual Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended October 31, 2009
Commission File Number 0-13301
RF INDUSTRIES, LTD.
7610 Miramar Road, Bldg. 6000, San Diego, California 92126-4202
(Address of principal executive offices) (Zip Code)
(858) 549-6340
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $9,722,364.
As of January 19, 2010, the issuer had 2,850,928 outstanding shares of common stock, $.01 par value
Forward-Looking Statements:
Certain statements in this abridged Annual Report on Form 10-K, 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 its raw materials and products from its
suppliers and manufacturers, and the market demand for its products, which market demand is dependent to a large
part on the state of the telecommunications industry , the Company’s dependence on the success of its largest
division, and competition.
Important factors which may cause actual results to differ materially from the forward looking statements are
described in the Section entitled “Risk Factors” contained in the Form 10-K on file with the Securities and Exchange
Commission, 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 devices and wireless digital transmission systems. For internal operational
purposes, and for marketing purposes, the Company currently classifies its operations into the following six related
divisions: (i) The Connector and Cable Assembly Division designs, manufactures and distributes coaxial connectors
and cable assemblies that are integrated with coaxial connectors; (ii) the Aviel Electronics Division designs,
manufactures and distributes specialty and custom RF connectors primarily for aerospace and military customers,
(iii) the Worswick Division sells coaxial and other connectors and cable assemblies primarily on a retail basis to
local multi-media and communications customers; (iv) the Bioconnect Division manufactures and distributes
cabling and interconnect products to the medical monitoring market; (v) the Neulink Division is engaged in the
design, manufacture and sales of RF data links and wireless modems for receiving and transmitting control signals
for remote operation and monitoring of equipment, personnel and monitoring services; and (vi) the RadioMobile
Division is an original equipment manufacturer (OEM) provider of end-to-end mobile management solutions
implemented over wireless networks that supplement the operations of the Company’s Neulink division.
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.
The Company maintains an Internet website at http://www.rfindustries.com. The Company’s annual
reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to
section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and other
information related to the Company, are available, free of charge, on our website as soon as we electronically file
those documents with, or otherwise furnish them to, the Securities and Exchange Commission. The Company’s
Internet website and the information contained therein, or connected thereto, are not and are not intended to be
incorporated into this Annual Report on Form 10-K.
Operating Divisions
Connector and Cable Division The Connector and Cable 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 its customers’ requirements such as the Wi-Fi and
broadband wireless markets. The Company’s Connector and Cable Division typically carries over 1,200 connectors,
adapters, tools, and assembly, test and measurements kits. The Company’s RF connectors 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. 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, infrastructure build out
by large telecommunications firms and on the Company’s ability to market its products. Sales of the Company’s
connectors and cable assemblies decreased in the fiscal year ended October 31, 2009 compared to the prior fiscal
year as the economy and the overall market demand for our wireless products decreased. However, the Company
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believes that sales of its connector and cable products will again increase if, and when, the overall demand for new
wireless products increases.
Third party foreign manufacturers located in Asia manufacture a significant portion of the Company’s RF
connectors for the Company. The Company also manufactures RF connectors (primarily specialty connectors) in its
Las Vegas facility.
The Company has been designing, producing and selling coaxial connectors since 1987 and the Connector
and Cable Division therefore represents the Company’s oldest and most established division. The Connector and
Cable Division has during all of the recent fiscal years, generated the majority of the Company’s revenues.
Cable assembly products 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 using state of the art automation equipment and are sold through distributors
or directly to major OEM accounts. Cable assemblies consist of both standard cable assemblies and assemblies that
are custom manufactured for the Company’s clients. The Company offers a line of cable assemblies with over
100,000 cable products. The Company launched its cable assembly operations in 2000, and cable assembly products
constituted the second largest source of revenues for the Company during the fiscal year ended October 31, 2009.
Aviel Electronics Division The Company acquired the business and all of the assets of Aviel Electronics in
August 2004. Aviel has a 50 year history of serving the microwave transmission industries, and is an approved
vendor to leading aerospace, electronics, OEM’s and government agencies in the United States and abroad. Aviel
complements the Company’s Connector and Cable Division’s capabilities by providing additional custom design
and manufacturing capabilities, thereby expanding the Company’s products in the military and commercial
aerospace markets, and expanding the Company’s overall client base. Aviel’s operations are based in Las Vegas,
Nevada.
Worswick Division The Company acquired the assets of Worswick Industries, Inc., a privately held 20
year old California company based in San Diego, in September 2005 as another complementary operation to the
Connector and Cable Division. Worswick Industries sells coaxial connector solutions and manufactures RF cable
assemblies for both individual customers and companies that design, build, operate, and maintain personal and
private multi-media, wireless voice, data and messaging systems. Worswick Industries primarily sells its products on
a retail basis at its retail outlet in San Diego, California. Worswick, however, also sells its products on-line under
the e-commerce brand OddCables.com.
Bioconnect Division The Bioconnect Division is engaged in product development, design, manufacture
and sale of cables and interconnects for medical monitoring applications, such as disposable ECG cables, EEG
leads, infant apnea monitors in hospitals, patient leads, snap leads and connecting wires. The Company acquired the
Bioconnect operations in 2000.
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 since 1984. These radio modems
and receivers provide high-speed wireless connections over longer distances where wire connections may not be
desirable or feasible. In addition to selling its own radio modem, RF Neulink also distributes antennas, transceivers
and related products of other manufacturers. The RF Neulink Division also offers complete turn-key packages for
numerous remote data transmission applications.
RadioMobile Division The Company acquired substantially all of the assets and assumed certain liabilities
of RadioMobile Inc., a privately held San Diego, California on September 1, 2007. The RadioMobile Division is an
OEM provider of end-to-end mobile management solutions implemented over wireless networks. Although the
RadioMobile Division operates as a separate division, its operations supplement the operations of the Company’s
Neulink division.
For financial reporting purposes, the Company aggregates its operations into three segments. Connector
and Cable Assembly, Aviel Electronics, and Worswick divisions are aggregated into one reporting segment (the RF
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Connector and Cables Assembly segment) because they have similar economic characteristics, while RF Neulink
and RadioMobile are aggregated in the RF Wireless segment. Bioconnect makes up the Company’s newest
segment, the Medical Cabling and Interconnector segment.
Product Description
The Company produces a broad range of interconnect products and assemblies. The products that are
offered and sold by the Company’s various divisions consist of the following:
Connector and Cable Products
The Company’s Connector and Cable Division designs and distributes coaxial connectors and coaxial cable
assemblies for the numerous products, devices and instruments. Coaxial connectors have applications in
commercial, industrial, automotive, scientific and military markets. 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, QMA 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, OEM, consumer
electronics manufacturers, audio and video product manufacturers and installers, and satellite companies. The
Connector Division markets over 1,200 types of connectors, adapters, tools, assembly, test and measurement kits,
which range in price from under $1 to over $1,000 per unit. The kits satisfy a variety of applications including, but
not limited to, lab operations, site requirements, and adapter needs.
The Connector Division designs and sells a variety of connector tools 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. These tools are manufactured
for the Company by outside contractors. Tool products are carried as an accommodation to the Company’s
customers and have not materially contributed to the Company’s revenues.
The Cable Assembly component of the Connector and Cable Division markets and manufactures cable
assemblies in a variety of sizes and combinations of RF coaxial connectors and coax cabling. Cabling is purchased
from a variety of major unaffiliated suppliers and is assembled with the Company’s 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, military/aerospace
(mil-standard and COTS (Commercial Off The Shelf)) and entertainment systems. Most cable assemblies are
manufactured to the purchaser’s specifications.
Aviel Electronics Products
The Aviel Electronics Division designs, manufactures and sells specialized and custom designed RF
coaxial connectors. Aviel’s standard configuration and custom connectors include connectors ranging from standard,
miniature, sub-miniature and unique interfaces. Aviel also specializes in the design and manufacture of custom and
non-standard configurations required for specific applications as well as hard to locate and discontinued connectors
for commercial, aerospace, military and other unique applications.
Worswick Products
Worswick sells coaxial connectors and cable assemblies for numerous multi-media products, devices and
instruments in the local San Diego area. Worswick also produces and markets cable assemblies in a variety of sizes
and combinations of RF coaxial connectors and coaxial cabling. Cabling is purchased from a variety of major
unaffiliated suppliers and is assembled with the Company’s connectors or third party 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, military/aerospace
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(mil-standard and COTS (Commercial Off The Shelf)) and entertainment systems. Most cable assemblies are
manufactured to the purchaser’s specifications.
Bioconnect Products
Bioconnect designs, manufactures, sells and provides product development services to OEMs for Standard
and custom cable assemblies, adapters and electromechanical wiring harnesses for medical market and computer
industries These products consist primarily of patient monitoring cables, ECG cables, snap leads, and molded safety
leads for neonatal monitoring electrodes. The products, which are used in hospitals, clinics, doctor offices,
ambulances and at home are frequently replaced in order to ensure maximum performance of medical diagnostic
equipment.
RF Neulink Products
The wireless data products available from the RF Neulink Division come in a variety of configurations to
satisfy the requirements of certain high-speed wireless connection markets. Transmitter and receiver modules come
in a wide range of power output and frequency ranges and are used to transmit data, video or voice information from
point to point. Additionally, standard 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 include both its own products and products of other
manufacturers that are distributed by the Neulink Division. The products offered by the Neulink Division include:
NL5000 - (replaced the RF 9600) as a cost effective, high performance telemetry modem
NL5500 - The NL5500 Transceiver Series is a price/performance leader both the VHF and UHF frequency
range & NL6000 compatible
NL6000 - UHF and VHF feature, high performance wireless modem
NL900 - 900 MHz Spread Spectrum point to point wireless modem
Teledesign high-speed wireless modems in VHF, UHF and 900 MHz frequencies
BlueWave, Maxrad, and Antenex antennas
NL 900S – High-speed, high performance wireless 900 MHz data modem. Software Defined Radio
employing FPGA technology.
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, and police usage for mobile warrant database access.
RadioMobile Products
RadioMobile provides complete hardware and software solutions for wireless mobile data management
application. Most of RadioMobile systems are custom engineered and designed for specific markets. Accordingly,
RadioMobile sales consist of hardware, software and networking products as well as design and installation
services. The primary markets include public safety (police, fire, and emergency medical services) and utilities and
transportation (rail, bus, taxi and courier services). Software applications for both host (Computer Aided Dispatch,
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CAD) and mobile environments are developed by in house engineers and contractors. Current and new products that
RadioMobile offers include:
IQ CAD911 – a host based call-taking, dispatch and resource management application suite utilizing the IQ
Locator mapping module for integrated control and management functions. RadioMobile is initially
focusing this product on Fire, Police and EMS markets.
IQ Mobile V6 - is the latest mobile or client application that supports computing needs for receiving
priority messages, sending timely status, text messages, file transfers and location data. Version 6 can
utilize a combination of any wireless network facility via IP or private protocols.
IQ Mobile V4, V5 - a mobile or client application that supports computing needs for receiving priority
messages, sending timely status, text messages, file transfers and location data. IQ Mobile can utilize any
wireless network facility via IP or private protocols.
IQ Map is an option that works with IQ Mobile to provide the mobile operator map functions to show
current location, destination or a combination of both as well as groups of predefined vehicles.
IQ Locator – a host based mapping application allowing agencies to track and oversee fleet location and
status.
IQ Gateway and Link - a host based networking concentrator and manager for all wireless network
interfaces including the customer’s private conventional data channels.
MCT8000- a rugged mobile computing platform that utilizes all off the shelf components for CPU, display,
keyboard and network modules maintaining full upgradeability for all elements.
CMX6000- a status and short message terminal capable of standalone interface to the network facilities.
IQ Liberator – a software defined modem capable of emulating legacy protocols as well as generic IP
packets operating at data rates from 2400 to 22,000bps.
Foreign Sales
Direct export sales by the Company to customers in South America, Canada, Mexico, Europe, Australia,
the Middle East, and Asia accounted for $2,397,000 or approximately 17% of Company’s sales for the fiscal year
ended October 31, 2009. Foreign sales accounted for $2,724,000 or approximately 15% of Company’s sales for the
fiscal year ended October 31, 2008. The majority of the export sales during these periods were to Israel, Canada and
Mexico. Foreign sales orders from individual customers tend to be larger than U.S. product orders and therefore
have a larger impact on the Company’s foreign sales.
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 its divisions. The Connector and Cable Assembly Division currently
sell their products primarily through warehousing distributors and OEM 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 Aviel Division sells its products to its current customer base with the addition of customers referred
through the Connector and Cable Division. The Aviel and Connector and Connector divisions sell to similar
customer market segments and combine marketing efforts where economically advantageous.
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The Worswick Division operates from a single store-front location in San Diego and sells primarily to
walk-in or local multi-media (video, voice, gaming, etc.) and communications systems customers. This division also
operates an e-commerce website called OddCables.com that it launched in 2007 for the distribution of its products.
The Bioconnect group markets its products to the medical market through major hospital suppliers, dealers
and distributors. The Bioconnect Division also sells its products to OEMs who incorporate the leads and cables into
their product offerings.
The Neulink Division sells its products directly or through manufacturers representatives, system
integrators and OEM’s. 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.
The RadioMobile division sells its products direct and through value added resellers and dealers.
Customers include police, fire, emergency medical services, rail, bus, taxi and courier services.
Manufacturing
The Company contracts with outside third parties for the manufacture of a significant portion of its coaxial
connectors and for all the components of its Neulink products. However, virtually all of RF cable assemblies sold
by the Connector and Cable Assembly Division during the fiscal year ended October 31, 2009 were assembled by
that division at the Company’s facilities in California, and the Neulink products are assembled at the Company’s
California facilities. The Connector and Cable Division has its cables manufactured at numerous International
Standards Organization (ISO) approved factories with plants in Japan, Korea, the United States and Taiwan. The
Company is dependent on a few manufacturers for its coaxial connectors and cable assemblies. Although the
Company does not have manufacturing agreements with these manufacturers for its connectors, cable and Neulink
products, the Company does have long-term purchasing relationships with these manufacturers. The Company has
in-house design engineers who create the engineering drawings for fabrication and assembly of connectors and cable
assemblies and certain of the components of its Neulink products. 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 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 Division has designed and manufactured its own products for over 21 years (including as
an unaffiliated company before being acquired by the Company in 2000). Bioconnect products are manufactured by
the Company at its own California facilities. 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 uses.
The Aviel Electronics Division manufactures all its connectors at its Las Vegas, Nevada manufacturing
facility. The Aviel Electronics Division has designed and manufactured its own products for 51 years (including as
an unaffiliated company before being acquired by the Company in August 2004). The manufacturing process for the
Aviel connectors includes all aspects of the product from design, tooling, fabrication, assembly and testing. The
Aviel Electronics product line produces its connector products for low volume custom manufacturing uses, for the
military, aerospace, communications and other unique applications.
The Worswick Division designs and produces low to medium volume connector and cable assemblies for
local and niche customers, as well as a few medium and large market customers. These services are conducted in
San Diego, California.
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The RadioMobile Division products are purchased from various U.S. and overseas suppliers. Some
products are designed and manufactured by third party manufactures to RadioMobile’s specifications. The
Company designs much of the software used in its RadioMobile systems.
There are certain risks associated with the Company’s dependence on third party manufacturers for some of
its products, including reduced control over delivery schedules, quality assurance, manufacturing costs, and the
potential lack of adequate capacity during periods of excess demand and increases in prices. See “Risk Factors”
below.
Raw Materials
Connector materials are typically made of commodity metals such as copper, brass and zinc and include
small applications of precious materials, including silver and gold. The Connector and Cable Division purchases
most 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 and Cable assembly division
obtains coaxial connectors from RF Connector. The Company believes there are numerous domestic and
international suppliers of coaxial connectors.
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.
Aviel connector materials are typically made of commodity metals and include some application of
precious materials, including silver and gold. The Aviel Electronic Division purchases almost all of its connector
material from vendors in Asia and the United States. The Company believes the connector materials used in the
manufacturing of its connector products are readily available from a number of foreign and domestic suppliers.
Worswick connectors and cable are typically acquired from the Connector and Cable Division or purchased
from other high quality manufacturers and distributors.
Bioconnect cable assembly materials are typically made of commodity materials such as plastics, rubber,
resins and wire. The Company believes materials and components used in these products are readily available from
a number of domestic suppliers and from other foreign suppliers.
RadioMobile purchases its electronic products from various U.S. and overseas suppliers.
Employees
As of October 31, 2009, the Company employed 87 full-time employees, of whom 29 were in accounting,
administration, sales and management, 54 were in manufacturing, distribution and assembly, and four were
engineers engaged in design, engineering and research and development. 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.
Research and Development
The Company’s research and development activities are intended to produce new proprietary products that
it can market to the wireless connectivity industry. The Company engaged in approximately $243,000 of research
and development activities in fiscal year ended October 31, 2009, primarily related to the RF Wireless segment.
Research and development expense during the fiscal year ended October 31, 2008 were approximately $256,000.
In addition to research and development activities, the Company also invested approximately $1,602,000
during the past two fiscal years on engineering. Engineering activities consist of the design and development of new
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products for specific customers, as well as the design and engineering of new or redesigned products for in the
industry in general. 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 the Connector and Cable Divisions has over 50 competitors in the RF connector
market. The RF connector market is estimated at $1.5 - $2.0 billion worldwide, with North America sales estimated
at $400 - $450 million. Management believes no one competitor has over 15% of the total market. Many of the
competitors of the Connector and Cable Division have significantly greater financial resources and broader product
lines. The Connector and Cable division 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 division 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.
Aviel Electronics has specialized in microwave and radio frequency (RF) custom connectors which lowers
the number of its direct competitors. Because Aviel Electronics is an approved vendor of leading aerospace,
electronics, OEM and government agencies in the United States and abroad, competition is limited to those
manufacturers who have received formal certification or approval.
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
product support services before, during, and after the sale.
RadioMobile competitors include Motorola, Intergraph, Northrup Gumman, Panasonic, and cellular
providers including Verizon Wireless and AT&T. Radiomobile’s strategy is focusing on providing cost effective
mobile data solutions to small to medium size customers.
- 9 -
Government Regulations
The Company’s products are designed to meet all known existing or proposed governmental regulations.
Management believes that the Company currently meets existing standards for approvals by government regulatory
agencies for its principal products. Because the products designed and sold by the Aviel Electronics Division are
used in commercial and military aerospace products, its products are regulated by various government agencies in
the United States and abroad.
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 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 products are subject to the regulations of the U.S. Food and Drug Administration.
ITEM 2.
DESCRIPTION OF PROPERTIES:
The Company leases its corporate headquarters building at 7610 Miramar Road, Building 6000, San Diego,
California. The building consists of approximately 13,000 square feet which houses its corporate administration,
sales and marketing, and engineering plus production and warehousing for the Company’s Connector and Cable
Assembly and Bioconnect Divisions. The lease for this facility expires on March 31, 2014. In addition, the Company
also leases the following facilities:
(i)
(ii)
(iii)
(iv)
The cable assembly manufacturing portion of the Connector and Cable Assembly Division
operates in a separate 3,180 square foot facility that is located adjacent to the Company’s
corporate headquarters. The lease for this space expires on March 31, 2014.
The Neulink and Radiomobile Divisions operate from a separate building that is located near the
Company’s corporate headquarters at 7606 Miramar Road, Building 7200. Neulink’s building
consists of approximately 2,500 square feet of administrative and manufacturing space and houses
the production and sales staff of the Neulink Division. The lease for this space expires on March
31, 2014.
The Aviel Electronics Division currently leases approximately 3,000 square feet of a facility
located at 5530 S. Valley View Blvd., Suite 103, Las Vegas, Nevada. The lease for this space
expires March 31, 2010. During fiscal 2009, Aviel entered into an additional facility lease
agreement for space at 3060 Post Road, Suite 100 Las Vegas Nevada. The lease term commenced
September 1, 2009 and will expire March 31, 2015.
The Worswick Division entered into a new facility lease agreement during fiscal 2009, which
commenced March 1, 2009. The new facility is approximately 4,000 square foot facility located at
7642 Clairmont Mesa Boulevard Suite 211, San Diego, California. The lease for this space expires
December 31, 2013.
The aggregate monthly rental for all the Company’s facilities currently was approximately $30,100 per
month, plus utilities, maintenance and insurance as of October 31, 2009.
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. In addition, the Company believes that it will be able to renew its existing leases
upon the expiration of the current leases or, if desirable or necessary, relocate to alternate facilities on substantially
similar terms.
- 10 -
ITEM 3.
LEGAL PROCEEDINGS:
From time to time, the Company is involved in legal proceedings that are related to its business operations.
The Company is not currently a party to any legal proceedings that could have a material adverse effect upon its
financial position or results of operations.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
We did not submit any matters to the vote of our shareholders in the fourth quarter of fiscal 2009.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s Common Stock is listed and trades on the NASDAQ Global Market under the symbol
“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 2009
November 1, 2008 - January 31, 2009
February 1, 2009 - April 30, 2009
May 1, 2009 - July 31, 2009
August 1, 2009 - October 31, 2009
Fiscal 2008
November 1, 2007 - January 31, 2008
February 1, 2008 - April 30, 2008
May 1, 2008 - July 31, 2008
August 1, 2008 - October 31, 2008
High
Low
$
$
$
$
6.11
4.21
4.50
4.89
7.53
6.26
8.50
8.98
3.50
2.85
3.40
3.87
5.20
5.20
5.69
2.66
Stockholders: As of October 31, 2009 there were 447 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, not including holders who hold their stock in “street name”.
Dividends: The Company paid dividends of $0.03 per share, for a total of $94,780, during fiscal 2009.
The Board of Directors may resume dividends in the future depending on the Company’s financial condition and its
financial needs.
Recent Sales of Unregistered Securities: There were no previously unreported sales of equity securities by
the Company that were not registered under the Securities Act during fiscal 2009.
- 11 -
Repurchase of Securities: In March 2009, Company announced that our Board of Directors had authorized
a stock repurchase program to repurchase up to 300,000 shares of the Company’s common stock. Repurchases under
this program were made in open market transactions in compliance with the Securities Exchange Act of 1934 (the
“Exchange Act”) Rule 10b-18. The following table sets forth repurchases made on a monthly basis during the
fourth quarter of the fiscal year ending October 31, 2009.
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans of
Programs
940
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
0
Total
Number of
Shares
Purchased
940
Average
Price Paid
per Share
$4.10
Period:
September 1, 2009 through September 31, 2009
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of October 31, 2009 with respect to the shares of Company
common stock that may be issued under the Company’s existing equity compensation plans.
A
B
Number of Securities to
be Issued Upon Exercise
of Outstanding Options
Weighted Average
Exercise Price of
Outstanding Options ($)
C
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column A)
742,435
500,871
1,243,306
$
$
$
5.23
1.53
3.74
364,604
0
364,604
Plan Category
Equity Compensation Plans
Approved by Stockholders (1)
Equity Compensation Plans Not
Approved by Stockholders (2)
Total
(1)
Consists of options granted under the R.F. Industries, Ltd. (i) 2000 Stock Option Plan, (ii) the 1990 Incentive
Stock Option Plan, and (iii) the 1990 Non-qualified Stock Option Plan. The 1990 Incentive Stock Option Plan
and Non-qualified Stock Option Plan have expired, and no additional options can be granted under these plans.
Accordingly, all 364,604 shares remaining available for issuance represent shares under the 2000 Stock Option
Plan.
(2)
Consists of options granted to six officers and/or key employees of the Company under employment agreements
entered into by the Company with each of these officers and employees.
- 12 -
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our financial statements have been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires us to make significant estimates and
judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of
contingent assets and liabilities. We evaluate our estimates, including those related to bad debts, inventory reserves
and contingencies on an ongoing basis. We base our estimates on historical experience and on various other
assumptions that are believed to be appropriate under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.
One of the accounting policies that involves significant judgments and estimates concerns our inventory
valuation. Inventories are valued at the weighted average cost value. Certain items in the inventory may be
considered obsolete or excess and, as such, we establish an allowance to reduce the carrying value of these items to
their net realizable value. Based on estimates, assumptions and judgments made from the information available at
the time, we determine the amounts of these allowances. Because inventories have, during the past few years,
represented approximately one-third of our total assets, any reduction in the value of our inventories would require
us to take write-offs that would affect our net worth and future earnings.
Another accounting policy that involves significant judgments and estimates is our accounts receivable
allowance valuation. 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.
Another critical accounting policy that involves significant judgments and estimates is management’s
assessment of goodwill for impairments. We review our goodwill for impairment annually in the fourth quarter at
the reporting unit level. We also analyze each quarter whether any indicators of impairment exist.
The Company uses the Black-Scholes model to value the stock option grants which involves significant
judgments and estimates.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For recently issued accounting pronouncements that may affect us, see Note 1 of Notes to Financial
Statements.
OVERVIEW
The Company markets connectors and cables to numerous industries for use in thousands of products,
primarily for the wireless market. The Company aggregates operating divisions into operating segments which have
similar economic characteristics and divisions are similar in the majority of the following areas: (1) the nature of the
product and services; (2) the nature of the production process; (3) the type or class of customer for their products
and services; (4) the methods used to distribute their products or services; (5) if applicable, the nature of the
regulatory environment. The Company has three segments - RF Connector and Cable Assembly segment, Medical
Cabling and Interconnector segment, and RF Wireless segment- based upon this evaluation.
The RF Connector and Cable Assembly segment is comprised of three divisions; the Medical Cabling and
Interconnector segment is comprised of one division, while the RF Wireless segment is comprised of two divisions.
The three divisions that meet the quantitative thresholds for segment reporting are Connector / Cable Assembly,
Bioconnect and RF Neulink. Each of the other divisions aggregated into these segments that have similar products
that are marketed to their respective customer base; production and product development processes are similar in
nature. The specific customers are different for each division; however, there is some overlapping of product sales to
them. The methods used to distribute products are similar within each division aggregated.
- 13 -
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. For segment reporting purposes, the Company aggregates Connector and
Cable Assembly, Aviel Electronics and Worswick divisions into the RF Connector Cable Assembly segment while
RF Neulink and RadioMobile are part of the RF Wireless segment. The Bioconnect division makes up the
Company’s Medical Cabling and Interconnector segment. Prior to 2008, the Company aggregated BioConnect
within the RF Connector and Cable Assembly segment as it represented only a small portion and had similar
economic characteristics of the overall segment. However, during the fiscal year ended October 31, 2008, the
BioConnect division met one of the quantitative threshold required for separate segment reporting.
Historically, over 79% of the Company’s revenues are generated from the sale of RF connector products
and connector cable assemblies (the Connector and Cable Assembly division accounted for approximately 86% of
the Company’s total sales for the fiscal year ended October 31, 2009). Sales of connectors are expected to continue
to be the largest portion of revenues in the future. Accordingly, Company revenues are heavily dependent upon
sales of RF connectors and cable assemblies. However, the Company sells thousands of connector products for uses
in thousands of end products and sales are not dependent upon any one industry sector or any single product. The
Company’s sales do, however, track sales in the wireless industry as a whole. Accordingly, the Company’s sales in
2009 decreased as a result of industry wide sales decreases.
Notwithstanding the decrease in sales in the fiscal year ended October 31, 2009 compared to sales in the
prior year, the Company generated net income for the fiscal year ended October 31, 2009. The net income in fiscal
2009 represented the 16th consecutive year that the Company has been profitable.
The Company generated cash from operations of $1,703,000, but used $1,707,000 to pay dividends and
repurchase shares of its common stock. Overall, the amount of cash and cash equivalents, and short-term
investments held by the Company as of October 31, 2009 decreased approximately $222,000 from $7,925,000 at
October 31, 2008 to $7,703,000 at October 31, 2009. Since the Company has no debt other than normal accounts
payable, accrued expenses, and other long-term liabilities, the Company will continue to have sufficient cash to fund
all of its anticipated financing and liquidity needs for the foreseeable future.
Financial Condition:
The following table presents certain key measures of financial condition as of October 31, 2009 and 2008:
2009
Amount
% Total Assets
Amount
2008
% Total Assets
Cash and cash equivalents and
CDs and short-term
investments
Current assets
Current liabilities
Working capital
Property and equipment - net
Total assets
Stockholders’ equity
Liquidity and Capital Resources:
$
7,702,908
15,769,656
973,188
14,796,468
565,804
16,598,200
15,253,482
46.4%
95.0%
5.9%
89.1%
3.4%
100.0%
91.9%
$
7,924,549
16,705,149
1,323,198
15,381,951
565,860
17,767,773
16,121,690
44.6%
94.0%
7.4%
86.6%
3.2%
100.0%
90.7%
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 ending October 31, 2010. 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
- 14 -
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 based on the following:
As of October 31, 2009, the amount of cash and cash equivalents and short-term investments was equal to
$7,702,908 in the aggregate. Accordingly, the Company believes that it has sufficient cash available to
operate its current business and fund its currently anticipated capital expenditure for the upcoming year.
As of October 31, 2009, the Company had $15,769,656 in current assets and only $973,188 in current
liabilities.
Management believes that based on the Company’s financial condition at October 31, 2009, the absence of
outstanding bank debt, and its recent operating results, there are sufficient capital resources to fund its operations
and future acquisitions for at least the next twelve months. Should the Company need to obtain additional funds for
its unexpected acquisitions of assets or other expansion activities, based on its balance sheet and its history of
profitability, the Company believes that it would be able to obtain bank loans to finance these expenditures.
However, 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, 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.
As part of its business strategy, and because of its offshore manufacturing arrangements, the Company
normally maintains a significant 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 increases or decreases to reflect the Company’s sales and lead times for products. Due to sales
decreasing by 20% during fiscal 2009 compared to sales of prior year, the Company’s year end inventory balance
decreased by 16% compared to prior year’s year end inventory balance. The Company continuously monitors its
inventory levels and product costs. For pricing purposes, the Company may, however, increase its inventory levels
from time to time to protect against future increases in raw material costs or to obtain volume discounts.
Net cash provided by operating activities for the year ended October 31, 2009 was $1,703,000. The
Company’s net cash from operations was more than its net income of $656,000 due primarily to a $965,000
decrease in inventory. In fiscal year ended October 31, 2008, net cash provided by operating activities was
$1,144,000.
During fiscal 2009, net cash provided by investing activities was $169,000, which represents the difference
between the proceeds the Company received from the sale of its treasury bills and the re-investment of its funds in
certificates of deposit, less $217,000 that the Company invested in additional capital equipment (primarily for the
Connector and Cable division). During fiscal 2008, net cash used in investing activities was $2,793,000, of which
$2,332,000 was for the purchase of treasury bills and other available-for-sale securities. The balance represents
$461,000 invested in additional capital equipment (primarily for the Aviel division).
In fiscal 2009, financing activities decreased the Company’s net cash by $1,707,000 due to dividends paid
of $95,000 and $1,613,000 used to repurchase 385,358 shares of its own common stock. In fiscal 2008, financing
activities decreased the Company’s net cash by $691,000 due to dividends paid of $394,000 and $533,000 used to
repurchase 100,000 shares of its own common stock of which expenditures were partially offset by the receipt of
$190,000 from the exercise of stock options.
- 15 -
Results of Operations:
The following summarizes the key components of the results of operations for the fiscal years ended
October 31, 2009 and 2008:
Net sales
Cost of sales
Gross profit
Engineering expenses
Selling and general expenses
Goodwill impairment
Operating income
Other income
Income before income taxes
Income taxes
Net income
2009
% of Net
Sales
100%
51%
49%
7%
33%
1%
6%
1%
8%
3%
5%
Amount
$14,213,045
7,308,479
6,904,566
1,050,398
4,738,265
209,763
906,140
193,429
1,099,569
443,602
655,967
2008
Amount
$17,695,146
8,789,604
8,905,542
1,050,574
5,341,576
2,513,392
258,381
2,771,773
1,212,540
1,559,233
% of Net
Sales
100%
50%
50%
6%
30%
14%
1%
16%
7%
9%
Net sales of the Company decreased by approximately $3,482,000 or 20%, for the fiscal year ended
October 31, 2009 (“fiscal 2009”) compared to the fiscal year ended October 31, 2008 (“fiscal 2008”). Net sales
decreased in fiscal 2009 due to decreases in net sales at all three of the Company’s financial reporting segments.
Net sales at the Connector and Cable Assembly segment decreased from fiscal 2008 by approximately $1,783,000.
The Company believes that the decrease was primarily due to the negative effects of the current global recession in
general, and in a decrease in sales in the wireless industry in particular. The largest sales decreases were in the
Connector and Cable Assembly segment, which experienced a $1,783,000 decrease in sales, and in the RF Wireless
segment, which decreased by $1,385,000. Net sales in the Medical Cabling and Interconnect division also decreased
by approximately $314,000. The substantial decrease in net sales at the RF Wireless segment was attributable to a
decrease of $621,000 in sales generated by the Radiomobile Division and a decrease of $764,000 in sales generated
by the Neulink division. Unlike the Connector and Cable Assembly segment that has many smaller customers and a
wide variety of products, the RF Wireless segment has few products and few customers. Accordingly, the failure by
the RF Wireless segment to make a few larger sales to its customers resulted in a substantial decrease in sales. The
Company is evaluating the operations of the RF Wireless segment and may reorganize the operations of one or more
of the RF Wireless divisions.
The Company’s gross profit decreased by $2,001,000 or by 22% to $6,905,000 in 2009 from $8,906,000 in
2008 due to the decrease in net sales. As a percentage of net sales, gross profit decreased to 49% in fiscal 2009,
down slightly from 50% in fiscal 2008 because the Company was not able to reduce its fixed labor costs in line with
the decrease in sales.
Engineering expenses, which include research and development expenses, incurred at the Company’s three
segments and relating to the design, re-design or development of products for specific customers remained
consistent with that of prior year at $1,050,000 in fiscal 2009 compared to $1,051,000 in fiscal 2008. As a
percentage of net sales, engineering expenses increased slightly to 7% in fiscal 2009 from 6% in fiscal 2008.
Engineering expense (including research and development) during fiscal 2009 related primarily to the continued
development of new wireless products. RadioMobile and Neulink, which constitute the RF Wireless segment,
collectively incurred approximately $243,000 of research and development expenses in fiscal 2009 in the
development of new products compared to $256,000 of research and development expenses at the RF Wireless
segment in fiscal 2008.
Selling and general expenses decreased by $604,000 or 11%, to $4,738,000 during fiscal 2009 from
$5,342,000 in fiscal 2008. This decrease is directly related to the decrease in revenues and cost cutting measures
implemented by the Company. Stock based compensation expense decreased significantly by $347,000 to $153,000
in fiscal 2009 from $500,000 in fiscal 2008 primarily due to fewer options being granted and also an increase in the
- 16 -
vesting period of options granted in fiscal 2009 compared to fiscal 2008. Sales commission expense decreased by
$60,000 or 42% to $81,000 in fiscal 2009 from $141,000 in fiscal 2008 due to the significant decrease in sales from
fiscal 2008. Accounting and legal fees decreased by $114,000 to $436,000 in fiscal 2009 from $550,000 in fiscal
2008 primarily due to reductions in expenses related to Management’s assessment and testing of internal controls
over financial reporting and external audit and review work. Advertising costs increased by $56,000 to $254,000 in
fiscal 2009 from $198,000 in fiscal 2008 due to an increase in marketing efforts in fiscal 2009 compared to prior
year.
Due to current negative effects of the global recession and related triggers, during the third quarter of 2009,
the Company experienced a significant decrease in sales in general, and at the Radiomobile and Worswick divisions
in particular. The sales generated by these divisions were significantly lower than expected and the expected third
quarter improvements did not occur. As such, triggers were evident at these two divisions in the third quarter of
2009 and management performed a goodwill impairment review. Prior to management’s review, the Company had a
total of $347,091 of goodwill of which $137,328 was allocated to the acquisition of the Aviel division and the
balance was allocated to the more recent acquisitions of the Radiomobile and Worswick businesses. As a result of its
review, management recorded a goodwill impairment charge of $209,763 for the third quarter of fiscal 2009, which
is included in operating expenses in the statement of income. There were no such triggering events at the Aviel
division and its goodwill was not affected.
Due to the significant decrease in sales and the decrease of $2,001,000 in gross profit compared to prior
year, operating income decreased by $1,607,000 or 64% to $906,000 in fiscal 2009. Total operating expenses
decreased by $394,000 or 6% as a result of decreases in selling and general administrative expenses.
Interest income decreased by approximately $65,000 from prior year due to a decrease in interest rates on
the funds held by the Company in its interest bearing accounts compared to the rates received during fiscal 2008.
During fiscal 2009, the Company continued to invest primarily in CDs and money market funds.
Income before taxes in fiscal 2009 decreased by 60% or by $1,672,000 to $1,100,000 compared to income
before taxes of $2,772,000 in fiscal 2008. Net income for fiscal year ended October 31, 2009 decreased by $903,000
or 58% to $656,000 compared to $1,559,000 in fiscal year ended October 31, 2008.
- 17 -
Index
To Financial Statements
Report of Independent Registered Public Accounting Firm
Balance Sheets
October 31, 2009 and 2008
Statements of Income
Years Ended October 31, 2009 and 2008
Statements of Stockholders’ Equity
Years Ended October 31, 2009 and 2008
Statements of Cash Flows
Years Ended October 31, 2009 and 2008
Notes to Financial Statements
* * *
Page
F-2
F-3
F-4
F-5
F-6
F-7-F-22
- 18 -
Report of Independent Registered Public Accounting Firm
To the Stockholders
RF Industries, Ltd.
We have audited the accompanying balance sheets of RF Industries, Ltd. as of October 31, 2009 and 2008,
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 the standards of the Public Company Accounting Oversight
Board (United States). 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, 2009 and 2008, 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.
As discussed in Note 1 to the financial statements, effective November 1, 2007, the Company adopted
standards on accounting for uncertainty in income taxes.
/s/ J.H. COHN LLP
San Diego, California
January 29, 2010
- 19 -
RF INDUSTRIES, LTD.
BALANCE SHEETS
OCTOBER 31, 2009 AND 2008
ASSETS
Current assets:
Cash and cash equivalents
Certificates of deposit
Short-term investments
Trade accounts receivable, net of allowance for doubtful
accounts of $52,892 and $46,775
Inventories
Other current assets
Deferred tax assets
Total current assets
Equipment and furnishings:
Equipment and tooling
Furniture and office equipment
Less accumulated depreciation
Totals
Goodwill
Amortizable intangible assets, net
Note receivable from stockholder
Other assets
2009
2008
$
1,225,927
6,476,981
$
1,060,838
6,315,864
547,847
2,263,265
4,984,921
340,362
478,200
15,769,656
2,071,349
5,949,708
217,443
542,100
16,705,149
2,365,160
425,389
2,790,549
2,224,745
565,804
137,328
27,156
66,980
31,276
2,205,525
377,286
2,582,811
2,016,951
565,860
347,091
54,311
66,980
28,382
Totals
$ 16,598,200
$ 17,767,773
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Income taxes payable
Total current liabilities
Deferred tax liabilities
Other long-term liabilities
Total liabilities
Commitments and contingencies
Stockholders' equity:
Common stock - authorized 10,000,000 shares at
$.01 par value; 2,848,313 and 3,226,264
shares issued and outstanding
Additional paid-in capital
Retained earnings
Total stockholders' equity
Totals
See Notes to Financial Statements.
- 20 -
$
224,974
673,080
75,134
973,188
$
329,509
760,762
232,927
1,323,198
50,500
321,030
1,344,718
105,700
217,185
1,646,083
28,483
6,502,447
8,722,552
15,253,482
32,263
6,411,810
9,677,617
16,121,690
$ 16,598,200
$ 17,767,773
RF INDUSTRIES, LTD.
STATEMENTS OF INCOME
YEARS ENDED OCTOBER 31, 2009 AND 2008
Net sales
Cost of sales
Gross profit
Operating expenses:
Engineering
Selling and general
Goodwill impairment
Totals
Operating income
Other income – interest
Income before income taxes
Provision for income taxes
Net income
Earnings per share:
Basic
Diluted
See Notes to Financial Statements.
2009
2008
$
14,213,045
7,308,479
$
17,695,146
8,789,604
6,904,566
8,905,542
1,050,398
4,738,265
209,763
5,998,426
1,050,574
5,341,576
6,392,150
906,140
2,513,392
193,429
258,381
1,099,569
2,771,773
443,602
1,212,540
655,967
$
1,559,233
.22
$
.20
$
.47
.42
$
$
$
- 21 -
RF INDUSTRIES, LTD.
STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED OCTOBER 31, 2009 AND 2008
Common Stock
Shares
3,285,969
Amount
$32,860
Additional
Paid-In
Capital
$5,700,362
Retained
Earnings
$9,207,571
Total
Stockholders’
Equity
$14,940,793
Balance, November 1, 2007
Effect of adoption of accounting
for uncertainty in income
taxes November 1, 2007
Net income
Stock based compensation
expense
Excess tax benefits from stock-
based compensation
Dividends
Treasury stock purchased and
retired
499,564
46,041
(187,075)
(187,075)
1,559,233
1,559,233
499,564
46,041
190,246
(394,343)
(394,343)
Exercise of stock options
40,295
403
189,843
(100,000)
(1,000)
(24,000)
(507,769)
(532,769)
Balance, October 31, 2008
3,226,264
32,263
6,411,810
9,677,617
16,121,690
Net income
Stock based compensation
expense
Stock issuance related to
contingent liability
Dividends
Treasury stock purchased and
655,967
655,967
153,197
153,197
7,407
74
29,926
30,000
(94,780)
(94,780)
retired
(385,358)
(3,854)
(92,486)
(1,516,252)
(1,612,592)
Balance, October 31, 2009
2,848,313
$ 28,483
$ 6,502,447
$ 8,722,552
$ 15,253,482
See Notes to Financial Statements
- 22 -
RF INDUSTRIES, LTD.
STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2009 AND 2008
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
$
655,967
$
1,559,233
2009
2008
activities:
Bad debt expense
Depreciation and amortization
Goodwill impairment
Deferred income taxes
Loss on disposal of equipment
Stock based compensation expense
Excess tax benefits from stock based compensation
Changes in operating assets and liabilities:
Trade accounts receivable
Inventories
Income taxes payable
Other current assets
Other long-term assets
Accounts payable
Accrued expenses
Other long-term liabilities
Net cash provided by operating activities
8,110
239,777
209,763
8,700
4,826
153,197
(200,026)
964,787
(157,793)
(122,919)
(2,894)
(104,535)
(57,682)
103,845
1,703,123
6,781
211,389
(184,700)
499,564
(46,041)
(178,101)
(994,406)
111,340
24,552
2,552
124,373
63,824
(56,166)
1,144,194
Investing activities:
Purchases of short term investments and certificates of deposit
Sales of short term investments and certificates of deposit
Capital expenditures
Net cash provided by (used in) investing activities
(7,015,184)
7,401,914
(217,392)
169,338
(11,779,828)
9,447,797
(461,066)
(2,793,097)
Financing activities:
Proceeds from exercise of stock options
Purchases of treasury stock
Dividends paid
Excess tax benefits from stock based compensation
Net cash used in financing activities
(1,612,592)
(94,780)
(1,707,372)
190,246
(532,769)
(394,343)
46,041
(690,825)
Net increase (decrease) in cash and cash equivalents
165,089
(2,339,728)
Cash and cash equivalents at beginning of year
1,060,838
3,400,566
Cash and cash equivalents at end of year
Supplemental cash flow information - income taxes paid
Noncash investing and financing activities:
Retirement of treasury stock
Additional goodwill related to acquisition
Stock issuance related to contingent liability
$
$
$
$
1,225,927
550,000
1,612,592
30,000
$
$
$
$
1,060,838
1,283,000
532,769
38,612
- 23 -
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 currently
conducts its operations through six 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) Worswick 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; and (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 (see Note 11).
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. Actual results may differ from those estimates.
Cash equivalents
The Company considers all highly-liquid investments with a maturity of three 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.
Equipment and furnishings
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.
- 24 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities and summary of significant accounting policies (continued)
Short Term Investments
The Company’s short-term investments were in U.S. Treasury Bills and, accordingly, were valued at fair
value at the end of each period. If there is other than temporary decline in fair value, the cost basis of the individual
security would have been written down to fair value through a charge to earnings. Unrealized holding gains or losses
were immaterial for the periods presented.
Goodwill
We review our goodwill for impairment annually in the fourth quarter at the reporting unit level. We also
analyze whether any indicators of impairment exist each quarter. A significant amount of judgment is involved in
determining if an indicator of impairment has occurred. Such indicators may include a sustained, significant decline
in our share price and market capitalization, a decline in our expected future cash flows, a significant adverse change
in legal factors or in the business climate, unanticipated competition, the testing for recoverability of our long-lived
assets, and/or slower growth rates, among others.
We performed valuation analyses, utilizing an income approach in our goodwill assessment process. If the
fair value of the reporting unit exceeds its net book value, goodwill is not impaired, and no further testing is
necessary. If the net book value of our reporting units exceeds their fair value, we perform a second test to measure
the amount of impairment loss, if any.
The following describes the valuation methodologies used to derive the fair value of our reporting units.
•
Income Approach: To determine its estimated fair value, we discount the expected cash flows of our
reporting units. We estimate our future cash flows after considering current economic conditions and
trends; estimated future operating results, our views of growth rates, anticipated future economic and
regulatory conditions; and the availability of necessary technology. The discount rate used represents the
estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in
our operations and the rate of return an outside investor would expect to earn. To estimate cash flows
beyond the final year of our model, we use a terminal value approach. Under this approach, we use
estimated operating income before depreciation and amortization in the final year of our model, adjust it
to estimate a normalized cash flow, apply a perpetuity growth assumption and discount by a perpetuity
discount factor to determine the terminal value. We incorporate the present value of the resulting
terminal value into our estimate of fair value.
Due to negative effects of the global recession and related triggers, during the third quarter of fiscal 2009,
the Company experienced a significant decrease in sales in general, and at the RadioMobile and Worswick reporting
units in particular. The sales generated by these reporting units were significantly lower than expected and the
expected third quarter improvements did not occur. As such, triggers were evident at these two divisions in the third
quarter of fiscal 2009 and management performed a goodwill impairment review. Prior to management’s review, the
Company had a total of $347,091 of goodwill of which $137,328 was allocated to the acquisition of the Aviel
division and the balance was allocated to the more recent acquisitions of the RadioMobile and Worswick businesses.
As a result of its review, management recorded a goodwill impairment charge of $209,763 in the third quarter of
fiscal 2009, which is included in operating expenses in the statement of income. There were no such triggering
events in the third quarter at the Aviel reporting unit and its goodwill was not affected. No impairment was recorded
as part of our annual impairment test conducted in the fourth quarter for the Aviel reporting unit.
As of October 31, 2009, the goodwill balance related solely to the Aviel division. Management believes
this goodwill balance is not currently impaired. However, at October 31, 2009 the estimated fair value of the
- 25 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities and summary of significant accounting policies (continued)
goodwill balance exceeded the carrying value of the Aviel reporting unit by only 2%. This indicates that the fair
value could be less than the associated carrying value at some point in the future. The key assumptions that drive the
fair value estimate are sales. For the year ended October 31, 2009, primarily due to the current effects of the global
recession, the Aviel reporting unit experienced a net loss of approximately $70,000. Management believes that
future years for this division will be profitable; however, there is no assurance that this will in fact be the case.
Future recurring losses at the Aviel reporting unit could cause an impairment charge to goodwill in the future.
The changes in the carrying amounts of segment goodwill for fiscal 2009 and 2008 are as follows:
RF Connectors and Cable Assembly
RF Wireless
Total
Balance at November 1, 2007
$ 200,848
$ 107,631
$ 308,479
Addition due to contingency earn out
-
38,612
38,612
Balance at October 31, 2008
Impairment charge
Balance at October 31, 2009
200,848
(63,520)
$137,328
146,243
347,091
(146,243)
(209,763)
$ - $137,328
No goodwill is allocated to the Medical Cabling and Interconnector segment.
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.
Amortizable Intangible assets
Amortizable intangible assets are amortized over their estimated useful lives of three years. Amortization
expense is expected to be $27,156 for the year ending October 31, 2010.
Software
Accumulated amortization
Customer list
Accumulated amortization
Totals
2009
2008
$ 47,522
(31,681)
15,841
33,945
(22,630)
11,315
27,156
$
$ 47,522
(15,841)
31,681
33,945
(11,315)
22,630
54,311
$
- 26 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities and summary of significant accounting policies (continued)
Advertising
The Company expenses the cost of advertising and promotions as incurred. Advertising costs charged to
operations were approximately $254,000 and $198,000 in 2009 and 2008, 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 $243,000 and $256,000 in 2009 and 2008,
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 adopted new accounting guidance on the accounting for uncertainty in income taxes on
November 1, 2007. In accordance with its accounting policy, the Company recognizes accrued interest and penalties
related to unrecognized tax benefits as a component of income tax expense. (See Note 6.)
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, 2009 and 2008, charges related to stock based compensation
amounted to approximately $153,000 and $500,000, respectively. For the fiscal years ended October 31, 2009 and
2008, stock based compensation classified in cost of sales amounted to $13,000 and $100,000 and stock based
compensation classified in selling and general expense amounted to $140,000 and $400,000 respectively.
- 27 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities and summary of significant accounting policies (continued)
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, 2009 and 2008, that were not included in the computation because they
were anti-dilutive, totaled 476,710 and 237,183, respectively.
The following table summarizes the calculation of basic and diluted earnings per share:
Numerators:
Net income (A)
Denominators:
2009
2008
$
655,967
$
1,559,233
Weighted average shares outstanding for basic
earnings per share (B)
Add effects of potentially dilutive securities -
assumed exercise of stock options
2,951,002
3,293,820
297,902
421,670
Weighted average shares for diluted earnings per
share (C)
3,248,904
3,715,490
Basic net earnings per share (A)÷(B)
Diluted net earnings per share (A)÷(C)
$
$
0.22
0.20
$
$
0.47
0.42
New accounting pronouncements
The Financial Accounting Standards Board (“FASB”) has codified a single source of authoritative
nongovernmental U.S. GAAP, the “Accounting Standards Codification” (“Codification”). While the Codification
does not change U.S. GAAP, it introduces a new structure that is organized in an easily accessible, user-friendly on-
line research system. The Codification supersedes all existing accounting standards documents. All other accounting
literature not included in the Codification will be considered nonauthoritative. Unless needed to clarify a point to
readers, we will refrain from citing specific section references when discussing application of accounting principles
or addressing new or pending accounting rule changes.
- 28 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities and summary of significant accounting policies (continued)
In December 2007, the FASB issued new accounting guidance on business combinations. The new
guidance establishes principles and requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the
goodwill acquired. The new accounting guidance also establishes disclosure requirements to enable the evaluation of
the nature and financial effects of the business combination. The new guidance is effective as of the beginning of an
entity’s fiscal year that begins after December 15, 2008, and will be adopted by us in the first quarter of Fiscal 2010.
In April 2008, the FASB issued new accounting guidance regarding the determination of useful lives of
intangible assets that amends the factors that should be considered in developing renewal or extension assumptions
used for purposes of determining the useful life of a recognized intangible asset. This guidance is intended to
improve the consistency between the useful life of a recognized intangible asset under accounting guidance related
to goodwill and other intangible assets and the period of expected cash flows used to measure the fair value of the
asset under accounting guidance related to business combinations and other U.S. GAAP. This guidance is effective
for fiscal years beginning after December 15, 2008, and will be adopted by us in the first quarter of Fiscal 2010.
Earlier application is not permitted. We do not expect adoption of this guidance to have a material effect on our
results of operations and financial condition.
In June 2008, the FASB issued new accounting guidance regarding share-based payment transactions that
addresses whether instruments granted in share-based payment transactions are participating securities prior to
vesting and therefore need to be included in the earnings allocation in calculating earnings per share under the two-
class method. This new accounting guidance requires companies to treat unvested share-based payment awards that
have non-forfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating
earnings per share. This guidance is effective for fiscal years beginning after December 15, 2008, and will be
adopted by us in the first quarter of Fiscal 2010. Earlier application is not permitted. We do not expect the adoption
of this guidance to have an effect on our earnings per share.
In April 2009, the FASB issued new accounting guidance addressing the interim disclosures about the fair
value of financial instruments, which amended the previous disclosures regarding the fair value of financial
instruments, and interim financial reporting. This new guidance requires disclosures about the fair value of financial
instruments in interim financial statements, in addition to the annual financial statements as already required. This
new accounting guidance became effective for interim periods ending after June 15, 2009, and was adopted by us in
the third quarter of Fiscal 2009. The adoption of this new guidance had no material impact on our consolidated
financial statements.
In April 2009, the FASB issued new accounting guidance regarding the accounting for assets acquired and
liabilities assumed in a business combination due to contingencies. This new guidance clarifies the initial and
subsequent recognition, subsequent accounting and disclosure of assets and liabilities arising from contingencies in a
business combination. This new guidance requires that assets acquired and liabilities assumed in a business
combination that arise from contingencies be recognized at fair value, if the acquisition date fair value can be
reasonably estimated. If the acquisition-date fair value of an asset or liability cannot be reasonably estimated, the
asset or liability would be measured at the amount that would be recognized using the accounting guidance related
to accounting for contingencies or the guidance for reasonably estimating losses. This new accounting guidance
becomes effective for us on November 1, 2010; however, as the provision of the guidance will be applied
prospectively to business combinations with an acquisition date on or after the guidance becomes effective, the
impact to us cannot be determined until a transaction occurs.
In April 2009, the FASB issued new accounting guidance regarding the determination of fair value when
the volume and level of activity for assets or liabilities have significantly decreased, and identifying transactions that
- 29 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities and summary of significant accounting policies (continued)
are not orderly. This guidance requires an evaluation of whether there has been a significant decrease in the volume
and level of activity for the asset or liability in relation to normal market activity for the asset or liability. If there
has, transactions or quoted prices may not be indicative of fair value and a significant adjustment may need to be
made to those prices to estimate fair value. Additionally, an entity must consider whether the observed transaction
was orderly (that is, not distressed or forced). If the transaction was orderly, the obtained price can be considered a
relevant observable input for determining fair value. If the transaction is not orderly, other valuation techniques must
be used when estimating fair value. This new accounting guidance must be applied prospectively for interim periods
ending after June 15, 2009, and was adopted by us effective June 30, 2009, but currently has no impact on our
financial statements.
In May 2009, the FASB issued new accounting guidance, “Subsequent Events”, which established general
standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial
statements are issued or available to be issued. The guidance requires new disclosure in financial statements of the
date through which reporting entities have evaluated events or transactions that occur after the balance sheet date but
before the financial statements are issued or available to be issued. The guidance requires public entities, including
the Company, to evaluate subsequent events through the date that the financial statements are issued. Financial
statements are considered issued when they are widely distributed to stockholders and other financial statement
users for general use and reliance in a form and format that complies with U.S. GAAP. The guidance is effective for
interim and annual financial periods ending after June 15, 2009 and shall be applied on a prospective basis. The
Company has evaluated its financial statements as of October 31, 2009 for subsequent events through January 29,
2010, the date the financial statements were available to be issued. The Company is not aware of any subsequent
events which would require recognition or disclosure in the financial statements.
Reclassifications
Certain amounts in the financial statements have been reclassified from amounts in the financial statements
we originally filed to conform to the current presentation. The investments in available-for sale securities of
$6,863,711 at October 31, 2008 have been reclassified as certificates of deposit of $6,315,864 and short-term
investments of $547,847.
Note 2 - Concentration of credit risk and sales to major customers
Financial instruments which potentially subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents and accounts receivable. The Company considers all highly liquid debt
instruments with an original maturity of three months or less when purchased to be cash equivalents. The Company
maintains its cash and cash equivalents with high-credit quality financial institutions. At October 31, 2009, the
Company had cash and cash equivalent balances in excess of Federally insured limits in the amount of
approximately $2,471,000.
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 15% and 18% of total sales, and 26% and 10% of total accounts
receivable in 2009 and 2008, respectively. The Company has a standard written distributor 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.
- 30 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 3 - Inventories and major vendors
Inventories consist of the following as of October 31:
Raw materials and supplies
Work in process
Finished goods
Less inventory reserve
2009
2008
$
1,355,504
8,105
3,685,950
(64,638)
$
1,496,364
31,131
4,502,890
(80,677)
Totals
$
4,984,921
$
5,949,708
Purchases of connector products from three major vendors represented 23%, 10%, and 8% of total
inventory purchases in 2009 and 23%, 5%, and 11% in 2008, respectively. The Company has arrangements with
these vendors to purchase product based on purchase orders periodically issued by the Company.
Note 4 - Commitments
The Company leases its facilities in San Diego, California and Las Vegas, Nevada under non-cancelable
operating leases. The Company amended its San Diego lease in March 2009 extending the term of the lease and
again in September 2009 adding additional square feet. The amended lease expires in March 2014 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 the straight-line basis over the lease term. Deferred rents were $80,000 as of
October 31, 2009 and $40,000 at October 31, 2008. The San Diego 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 Worswick division operations include a warehouse and retail space. The Aviel division leases two
facilities in Las Vegas, the first of which is a three year lease expiring in March 2010 and the second was entered
into and commenced in September 2009 and expires in March 2015. The Company also leases certain automobiles
under operating leases which expire at various dates through October 2013.
Rent expense under all operating leases totaled approximately $459,000 and $440,000 in 2009 and 2008,
which is net of sublease income of $16,000 in fiscal 2008.
Minimum lease payments under these non-cancelable operating leases in each of the years subsequent to
October 31, 2009 and thereafter are as follows:
Year Ending
October 31,
2010
2011
2012
2013
2014
Thereafter
Total
Amount
406,000
398,000
392,000
400,000
172,000
13,000
1,781,000
$
$
The Company has an employment agreement with the President and Chief Executive Officer for a term of
up to three consecutive one year periods commencing on June 20, 2008, and ending on June 20, 2011, which expires
at the end of each employment year on June 19 and may be extended by the Company for an additional employment
- 31 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 4 – Commitments (continued)
year on the anniversary dates thereafter. The aggregate amount of compensation to be provided over the remaining
term of the employment agreement amounted to approximately $349,000 at October 31, 2009.
Note 5 - Segment information
The Company aggregates operating divisions into operating segments which have similar economic
characteristics and divisions are similar in the majority of the following areas: (1) the nature of the product and
services; (2) the nature of the production process; (3) the type or class of customer for their products and services;
(4) the methods used to distribute their products or services; (5) if applicable, the nature of the regulatory
environment. The Company has three segments - RF Connector and Cable Assembly, Medical Cabling and
Interconnector and RF Wireless based upon this evaluation.
The RF Connector and Cable Assembly segment is comprised of three divisions, the Medical Cabling and
Interconnector is comprised of one division while the RF Wireless segment is comprised of two. The three divisions
that meet the quantitative thresholds for segment reporting are Connector / Cable Assembly, Bioconnect and RF
Neulink. Each of the other divisions aggregated into these segments have similar products that are marketed to their
respective customer base; production and product development processes are similar in nature. The specific
customers are different for each division; however, there is some overlapping of product sales to them. The methods
used to distribute products are similar within each division aggregated.
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. For segment reporting purposes, the Company aggregates Connector and
Cable Assembly, Aviel Electronics, and Worswick divisions into the RF Connector and Cable Assembly segment
while RF Neulink and RadioMobile are part of the RF Wireless segment. The Bioconnect Division makes up the
Company’s Medical Cabling and Interconnector segment.
As reviewed by the Company’s chief operating decision maker, the Company evaluates the performance of
each segment based on income or loss before income taxes. The Company charges depreciation and amortization
directly to each division within the segment. All stock based compensation is attributed to the RF Connector and
Cable Assembly segment. Inventory, fixed assets, goodwill and intangible assets are the only assets identified by
segment. Except as discussed above, the accounting policies for segment reporting are the same as for the Company
as a whole.
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 attributes sales to geographic areas based on the
location of the customers. The following table presents the sales of the Company by geographic area for the years
ended October 31, 2009 and 2008:
United States
Foreign countries:
Israel
All other
Totals
2009
2008
$
11,816,306
$
14,971,575
1,175,744
1,220,995
911,031
1,812,540
$
14,213,045
$
17,695,146
- 32 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 5 - Segment information (continued)
Net sales, income before provision for income taxes and other related segment information as of October
31, 2009 and 2008, and for the years then ended follows:
2009
Net sales
Income (loss) before provision for
income taxes
Depreciation and amortization
Total assets
Additions to equipment and
RF
Connector
and Cable
Assembly
$ 12,153,597
Medical
Cabling and
Interconnector
$ 1,323,640
RF
Wireless
Corporate
Total
$
735,808 $
$ 14,213,045
1,604,193
193,512
4,505,866
114,333
13,613
289,911
(812,386)
32,652
193,429 1,099,569
239,777
919,432 10,882,991 16,598,200
furnishings
187,417
16,820
13,155
217,392
2008
Net sales
Income before provision for
income taxes
Depreciation and amortization
Total assets
Additions to equipment and
furnishings
Note 6 - Income taxes
$ 13,936,241
$ 1,638,010
$ 2,120,895 $
$ 17,695,146
2,123,740
155,878
5,355,248
287,922
24,669
441,946
101,280
30,842
258,831 2,771,773
211,389
1,119,775 10,850,804 17,767,773
438,010
21,968
1,088
461,066
The provision (benefit) for income taxes consists of the following:
Current:
Federal
State
Deferred:
Federal
State
2009
2008
$
323,716 $
111,186
434,902
1,092,864
304,376
1,397,240
21,200
(12,500)
8,700
(140,300)
(44,400)
(184,700)
Totals
$
443,602 $
1,212,540
- 33 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 6 - Income taxes (continued)
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
State tax provision, net of Federal tax
benefit
Nondeductible differences:
ISO stock options
Other
Federal tax credits
Other
Provision for income taxes
$
2009
2008
Amount
% of Pretax
Income
Amount
% of Pretax
Income
$
373,900
34.0%
$
942,600
34.0%
65,133
5.9
171,584
6.2
17,700
52,700
(75,944)
10,113
443,602
1.6
4.8
(6.9)
0.9
40.3%
110,100
(3,300)
(33,000)
24,556
1,212,540
$
4.0
(0.1)
(1.2)
0.8
43.7%
The Company's total deferred tax assets and deferred tax liabilities at October 31, 2009 and 2008 are as
follows:
Current Assets:
Allowance for doubtful accounts
Inventory obsolescence
Accrued vacation
State income taxes
Stock based compensation awards
Section 263A costs
Other
Total current assets
Long-Term Assets:
Amortization / intangible assets
Long-Term Liabilities:
Depreciation / equipment and furnishings
Net deferred tax assets
2009
2008
$
18,600
32,100
77,400
100,300
131,600
160,500
21,600
542,100
$
21,100
25,700
79,500
41,000
171,900
103,300
35,700
478,200
82,500
(133,000)
(105,700)
$
427,700
$
436,400
The Company adopted new accounting guidance on the accounting for uncertainty in income taxes on
November 1, 2007. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follow:
Balance at November 1, 2007
Lapse of statute of limitations- tax positions in prior period (43,471)
Gross increase – tax positions in current period 38,489
Balance at November 1, 2008
182,093
$ 187,075
Lapse of statute of limitations - tax positions in prior period (49,259)
Gross increase – tax positions in current period 108,511
Balance at October 31, 2009 $ 241,345
- 34 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 6 - Income taxes (continued)
As a result of the implementation of new accounting guidance on the accounting for uncertainty in income
taxes and assessment of prior tax positions, the Company’s total gross liability for unrecognized tax benefits at
October 31, 2009 was $241,345, including $59,765 of interest and penalties. At November 1, 2007 the Company’s
total gross liability for unrecognized tax benefits was $187,075, including $54,000 of interest and penalties. The
Company recorded a change upon adoption to retained earnings on November 1, 2007. During the year ended
October 31, 2008, a reduction of $4,982 of interest and penalties as a result of a revaluation of prior year balances
was recorded as a component of income tax expense in the statement of income.
The Company does not expect any material changes to the estimated amount of the liability associated with
its uncertain tax positions within the next 12 months. During the year ended October 31, 2009, a net increase of
$7,457 of interest and penalties as a result of a revaluation of prior year balances was recorded as a component of
income tax expense in the statement of income. As of October 31, 2009, $59,765 of accrued interest and penalties
are included in other long-term liabilities in the balance sheet. As of October 31, 2008, $50,100 of accrued interest
and penalties were included in other long-term liabilities in the balance sheet.
The Company is currently not undergoing any tax examinations. Tax fiscal years ended October 31, 2006
through 2009 remain subject to examinations.
Note 7 - 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, 2009, options for a total
of 313 shares 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 expire, are forfeited
or are exercised. As of October 31, 2009, options for a total of 4,000 shares were still outstanding under the 1990
Non-Qualified Plan, all of which are currently exercisable.
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. In May 2003, the Board of Directors and
Shareholders approved an increase to the 2000 Option Plan of 100,000 options. In June 2006, the Company’s
shareholders approved an increase to the 2000 Option Plan of 250,000 options. In May 2007, the shareholders
approved an increase to the 2000 Option Plan of 100,000 options. In May 2008, the shareholders approved an
increase to the 2000 Option Plan of 500,000 options. Accordingly, as of October 31, 2009, the aggregate number of
shares of common stock that were authorized to be issued under the 2000 Option Plan was 1,310,000, of which
options for the purchase of 742,435 shares were still outstanding and 364,604 option shares were still available to be
granted. Under the 2000 Option Plan, the Company is authorized to grant both incentive stock options and non-
- 35 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 7 – Stock options (continued)
qualified stock options. Incentive and non-qualified stock options are granted at an exercise price no less than the
fair value of the common stock on the date of grant.
Additional disclosures related to stock option plans
The fair value of each option granted in 2009 and 2008 was estimated on the date of grant using the Black-
Scholes option-pricing model with the following assumptions:
Expected volatility
Weighted-average volatility
Expected dividends
Expected term (in years)
Risk-free interest rate
Weighted average fair market value of options
granted during the year
Weighted average fair market value of options
vested during the year
2009
2008
53.7%-60.4%
56.1%
0.6%
2.5-7.5
1.0%-3.0%
49.0%
49.0%
2.7%
3.5-6.0
1.8%-4.3%
$
$
1.97
1.70
$
$
1.42
3.44
Expected volatilities are based on historical volatility of the Company’s stock. During 2009, the Company
granted options for the purchase of 90,000 shares with a vesting period of nine years and an option life of ten years,
options for the purchase of 10,000 shares that vested immediately with an option life of ten years, options for the
purchase of 16,000 that vested immediately with an option life of five years, and options for the purchase of 107,955
shares with a vesting period of three years and an option life of five years. Since the Company has little historical
experience in determining the expected life of these new option terms the Company used the simplified method to
calculate the expected life of these option grants. The expected life represents the period of time that options granted
are expected to be outstanding. The risk-free rate is based on the U.S. Treasury rate with a maturity date
corresponding to the options’ expected life. The dividend yield is based upon the historical dividend yield. The
Company estimates forfeiture rates based upon historical exercise behavior.
Additional information regarding all of the Company's outstanding stock options at October 31, 2009 and
2008 and changes in outstanding stock options in 2009 and 2008 follows:
- 36 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 7 – Stock options (continued)
2009
2008
Options outstanding at beginning of year
Options granted
Options exercised
Options forfeited
Shares or
Price Per
Share
1,067,041
223,955
Weighted
Average
Exercise
Price
$ 3.77
4.05
(47,690)
5.79
Shares or
Price Per
Share
Weighted
Average
Exercise
Price
1,011,442 $ 3.81
4.67
4.72
7.22
127,183
(40,295)
(31,289)
Options outstanding at end of year
1,243,306
$ 3.74
1,067,041 $ 3.77
Options exercisable at end of year
877,909
$ 3.73
Options vested and expected to vest at end of
year
1,232,501
$
3.71
Option price range at end of year
$ 0.10 - $7.56
$ 0.10 - $7.56
Aggregate intrinsic value of options exercised
during year:
$
0.00
$
108,472
Included in the options outstanding are 500,871 in both 2009 and 2008 previously granted to six officers and/or
key employees of the Company under employment agreements entered into by the Company with each of these
officers and employees.
Weighted average remaining contractual life of options outstanding at October 31, 2009: 5.16 years.
Weighted average remaining contractual life of options exercisable at October 31, 2009: 5.01 years.
Weighted average remaining contractual life of options vested and expected to vest at October 31, 2009: 5.12 years.
Aggregate intrinsic value of options outstanding at October 31, 2009: $1,390,994
Aggregate intrinsic value of options exercisable at October 31, 2009: $1,248,994
Aggregate intrinsic value of options vested and expected to vest at October 31, 2009: $1,378,905
As of October 31, 2009, $599,951 of expense with respect to nonvested share-based arrangements has yet
to be recognized and is expected to be recognized over a weighted average period of 4.17 years.
Note 8 - 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 2009 or 2008.
- 37 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 9 - Related party transactions
The note receivable from stockholder of $66,980 at October 31, 2009 and 2008 is due from the President of
the Company, bears interest at 6%, payable annually, and has no specific due date. The note is collateralized by
personal property owned by the President.
A director of the Company is an employee of the Company’s public relations firm. For the fiscal years
ended October 31, 2009 and 2008, the Company paid the firm $52,668 and $52,781, respectively, for services
rendered by that firm.
Note 10- Legal proceedings
From time to time, the Company is involved in legal proceedings that are related to its business operations.
The Company is not currently a party to any legal proceedings that could have a material adverse effect upon its
financial position or results of operations.
Note 11- Business acquisition
The Company acquired substantially all of the assets and assumed certain liabilities of RadioMobile Inc.
(“RadioMobile”), a privately held San Diego, California company on September 1, 2007. RadioMobile Inc. is an
OEM provider of end-to-end mobile management solutions implemented over wireless networks. RadioMobile has
developed software and hardware used by police departments and transportation vehicles to receive and transfer
electronic data. The RadioMobile purchase agreement contains certain provisions containing contractual and/or legal
rights that could potentially create intangible assets apart from goodwill. The asset purchase agreement has an earn
out provision over three years based upon revenues earned by RadioMobile operating as a separate division. As of
October 31, 2009, the maximum future consideration is $75,000. The purchase price for the RadioMobile asset
purchase included $166,667 in cash payments and $175,000 in stock issuance, representing 30,919 shares at $5.66
and totaling $35,665 of guaranteed minimum future consideration. Upon the resolution of a contingency based on
earnings, any additional consideration paid will be recorded by the acquiring enterprise as an additional cost of the
acquired enterprise. Minimum contingent consideration amounts per the Asset Purchase Agreement were recorded
upon closing at their net present value, using an 8% discount rate. Any future contingent consideration based on
meeting certain earnings levels will be accounted for as additional consideration when the amounts are determined.
The purpose of the acquisition was to combine Neulink’s industry leading modem products, which enabled
the Company to enter and compete in the design and marketing of mobile wireless communications systems.
Goodwill recorded upon the purchase acquisition is fully deductible for tax purposes.
During the year ended October 31, 2008, an additional amount of $38,612 was recorded as goodwill due to
the division reaching the next level of sales beyond the minimum contingent earn-out provision included in the
Radiomobile Asset Sales agreement. Total Radiomobile goodwill at October 31, 2008 was $146,243. During the
year ended October 31, 2009, all goodwill associated with this acquisition was written off due to a triggering event –
see Note 1.
Note 12- Dividends declaration
The Company paid dividends of $0.03 and $0.12 per share for a total of $94,780 and $393,343 during the
fiscal years ended October 31, 2009 and 2008, respectively.
- 38 -
RF INDUSTRIES, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 13- Accrued expenses and other long-term liabilities
Accrued expenses consist of the following as of October 31:
Wages payable
Accrued receipts
Other current liabilities
Totals
2009
2008
$
$
426,596
183,212
63,272
673,080
$
$
430,851
198,701
131,210
760,762
Accrued receipts represent purchased inventory for which invoices have not been received.
Other long-term liabilities consist of the following as of October 31:
Tax related liabilities
Deferred lease liabilities
Other long-term liabilities
Totals
2009
2008
$
$
241,344
79,686
-
321,030
$
$
182,093
15,815
19,277
217,185
See Note 6 for discussion of the tax-related liabilities. Deferred lease liabilities represent the excess of
recognized rent expense over scheduled lease payments.
- 39 -
NOTES
Board of Directors
Executive Staff
Service Providers
Independent Auditors
J.H. Cohn LLP
San Diego, CA
(858) 535-2000
Securities Counsel
TroyGould PC
1801 Century Park E., 16th Floor
Los Angeles, CA 90067-2367
(310) 553-4441
Transfer Agent and Registrar
Continental Stock Transfer &
Trust Co.
17 Battery Place South, 8 th Floor
New York, NY 10004
(212) 509-4000
Public Relations
Neil G. Berkman Assoc.
12100 Wilshire Blvd. Ste. 360
Los Angeles, CA 90025
(310) 826-5051
Marvin H. Fink
Chairman
John R. Ehret
Director
Linde Kester
Director
Howard F. Hill
Director, President and CEO
Robert Jacobs
Director
William L. Reynolds
Director
Corporate Officers
Howard F. Hill
President and CEO
James S. Doss
CFO and
Corporate Secretary
Manny Gutsche
VP Sales and Marketing
RF Industries
Robert Macias
VP Product Assurance
RF Industries
President/General Manager
Aviel Electronics division
Richard “Joe” LaFay
President/General Manager
RF Connectors Division and
RF Cable Assemblies Division
Conrad Neri
President/General Manager
Bioconnect Division
Robert White
Director
RF Neulink Division
Jesse Fuller
President/General Manager
OddCables.com Division
James Moore
President/General Manager
Radio Mobile Division
Angela Sutton
Director, Human Resources
RF Industries
Common Stock
NASDAQ Global Market Exchange
Symbol: RFIL
Annual Meeting
June 3, 2010
9 a.m., PDST
Corporate Office
7610 Miramar Road
San Diego, CA 92126
(858) 549-6340
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: 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
web: www.rfindustries.com