Fiscal 2014 Annual Report
July 24, 2015
Fellow Shareholders:
I joined RF Industries, Ltd. as President in October 2014, and was appointed Chief Executive Officer by the
Board of Directors in January 2015. I have known and worked closely with our past President and CEO, Howard
Hill, for many years and appreciate his contributions and continuing support of our Company. As the new President
and Chief Executive Officer, I am focusing on business and product development and targeting specific acquisitions
that will strengthen our most profitable and promising product lines.
Both our revenues and profits for the fiscal year ended October 31, 2014 (fiscal 2014) were lower than in fis-
cal 2013 for two reasons. During fiscal 2013, our Cables Unlimited successfully commercialized a new innovative
cabling product to upgrade the wireless antenna towers of a major telecommunication company. In fiscal 2013 this
product generated over $14 million of revenues. However, this was product was a one-time project, and the sale of
this product ended in fiscal 2014. Concurrent with the completion of the cabling project, our cable and connector
operations declined as part of an industry-wide investment decline in spending for wireless infrastructure. These two
developments significantly affected sales at Cables Unlimited and RF Connector and Cable Assembly, respectively.
Despite the decline in sales, we remained profitable and finished fiscal 2014 with a strong balance sheet, enabling us
to make important acquisitions in the first eight months of fiscal 2015.
Sales for fiscal 2014 were $23.1 million, compared to sales of $36.6 million in the prior year. Net income was $1.4
million, or $0.16 per diluted share, compared to net income of $3.6 million, or $0.43 per diluted share in fiscal 2014.
Since November 1, 2014, we have taken significant steps to improve sales and support for our core businesses.
We have introduced new products and have made a number of product and company acquisitions to strengthen
our wireless and fiber-optic business segments. We are confident that, after last year’s downturn in our growth and
profitability, our recent acquisitions and the realignment of this Company's sales and marketing activities will soon
reward our investors.
In the first eight months of Fiscal 2015, we have:
$
$
$
$
$
Acquired New Jersey-based Comnet Telecom Supply, Inc.
Reduced divisional and corporate overhead expenses
Acquired a patented, innovative connector technology for braided cables
Acquired Milford, Connecticut-based Rel-Tech Electronics, Inc.
Maintained regular quarterly cash dividend payments of $0.07 per common share
To strengthen and increase our presence in the New England market for fiber-optic products and related com-
ponents, we acquired Comnet Telecom, Inc., on November 1, 2014. Comnet, like Cables Unlimited, is not only a
Corning Gold Assembly house, but also a distributor of telecommunications and other data center products. This
acquisition added market share, expanded our fiber-optic and custom cabling customer base throughout the New
England area and enabled the Company to enter the market for data center equipment. The benefits of this acquisi-
tion were readily apparent as Comnet was immediately profitable and added $5.0 million in sales to first half fiscal
2015 results.
Overhead expenses declined in fiscal 2014, in part due to the decline in sales and headcount, but primarily
due to higher one-time expenses in fiscal 2013 related to changes in senior management. In the first half of fiscal
2015, we have further reduced our divisional headcount and trimmed corporate overhead personnel and expenses.
Although we have acquired two new divisions that will increase our overall overhead expenses, we believe the
benefits of our on-going cost control measures will become evident in coming quarters.
We made a product acquisition in May 2015 by purchasing the Comp Pro braided product line. This product
utilizes a patented compression technology that offers revolutionary advantages for water tight connection, ease of
installation and improved system reliability for braided cable applications. This best-in-class product line is used by
wireless network operators, installers and distributors throughout North America and worldwide. This connector in-
creases our braided connector offerings to telecommunications companies and our existing distribution network and
provides a great solution for industry segments that require a ruggedized connector solution for harsh environments.
In June 2015, we acquired Rel-Tech Electronics, Inc., a Milford, Connecticut-based manufacturer of custom
cable assemblies and wiring harnesses. Rel-Tech's complementary product lines provide us with an opportunity to
increase our customer base and strengthen product distribution throughout the North Eastern information technology
and wireless market. With the combination of Rel-Tech along with our Comnet and Cables Unlimited subsidiaries,
we believe we can increase sales for our growing line of fiber-optic and other cable assembly products. Rel-Tech’s
business was immediately accretive and will benefit our profitability and cash flow in the second half of fiscal 2015.
We began fiscal 2014 with $11.9 million in cash and cash equivalents. Even though we used $2.3 million in
cash to pay shareholder dividends and to repurchase stock in fiscal 2014, we still finished the fiscal year with over
$14.7 million in cash and cash equivalents. In the first eight months of fiscal 2015, we employed $6.2 million of our
cash to make acquisitions and to pay dividends. We believe that cash flow from continuing operations, combined
with the profitability of our new acquisitions and second half fiscal 2015 results, will be sufficient to support our
growth and foreseeable capital requirements.
The combination of our two business acquisitions, lower overhead expenses and the refocus on our business
segments leaves us confident that RF Industries is on the right track to increase sales, profitability and cash flow
as we progress through fiscal 2015. The steps we have taken to address the fiscal 2014 sales decline are already
benefitting the Company and will contribute to our growth in coming years. We remain focused on providing
wireless and fiber-optic connectivity products and expanding our presence in the data center market throughout the
United States.
Thank you for your continued support. I would also like to thank our employees whose hard work, innovation
and dedication have made the Company successful.
Sincerely,
Johnny Walker
President and Chief Executive Officer
RF INDUSTRIES, LTD.
(Name of registrant as specified in its charter)
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 approximately
$42.1million.
On January 22, 2015, the Registrant had 8,509,360 outstanding shares of Common Stock, $.01 par value.
Forward-Looking Statements:
Certain statements in this 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 state-
ments 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,
the market demand for its products, which market demand is dependent to a large part on the state of the telecommu-
nications 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” in the Form 10-K, 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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ITEM 1. BUSINESS
PART I
RF Industries, Ltd., together with its two wholly-owned subsidiaries (collectively, hereinafter the “Company”),
primarily engages in the design, manufacture, and marketing of interconnect products and systems, including coaxial
and specialty cables, fiber optic cables and connectors, and electrical and electronic specialty cables. For internal
operating and reporting purposes, and for marketing purposes, the Company currently classifies its operations into
the following five divisions/subsidiaries: (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 Elec-
tronics Division designs, manufactures and distributes specialty and custom RF connectors primarily for aerospace
and military customers, (iii) the Bioconnect Division manufactures and distributes cabling and interconnect products
to the medical monitoring market; (iv) Cables Unlimited, Inc., the subsidiary that manufactures custom and standard
cable assemblies, complex hybrid fiber optic power solution cables, adapters, and electromechanical wiring harness-
es for communication, computer, LAN, automotive and medical equipment; and (v) the recently acquired Comnet
Telecom Supply, Inc. subsidiary that manufactures and sells fiber optics cable, distinctive cabling technologies and
custom patch cord assemblies, as well as other data center products. Both the Cables Unlimited division and the
Comnet Telecom division are Corning Cables Systems CAH Connections SM Gold Program members that are au-
thorized to manufacture fiber optic cable assemblies that are backed by Corning Cables Systems’ extended warranty.
During the 2013 fiscal year, the Company sold its two wireless divisions known as the RF Neulink Division and
RadioMobile Division.
The Company’s principal executive office is currently 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 Cables Unlimited, Inc., a New York company. In addition, all references to this Company for
periods after January 20, 2015 also include Comnet Telecom Supply, Inc., a wholly owned subsidiary that RF Indus-
tries, Ltd. acquired on that date.
The Company’s principal Internet website is located 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 that website as soon as we electronically file
those documents with, or otherwise furnish them to, the Securities and Exchange Commission (“SEC”). The Compa-
ny’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.
Recent Events
On January 20, 2015, the Company purchased 100% of the issued and outstanding shares of Comnet Telecom
Supply, Inc. (“Comnet Telecom”) from Robert Portera, the sole shareholder of Comnet Telecom. Comnet Telecom
is a New Jersey based manufacturer and supplier of telecommunications and data products, including fiber optic
cables, cabling technologies, custom patch cord assemblies, data center consoles, and other data center equipment.
Comnet Telecom is a New York corporation that was formed in 1993. At the closing, the Company paid Mr. Portera
$4,150,000 in cash and stock, and agreed to pay him up to an additional $1,360,000 in cash as an earn-out over the
next two years if Comnet Telecom meets certain financial milestones in the next two years. The purchase price paid
at the closing consisted of $3,050,000 in cash (of which $300,000 was deposited into a bank escrow account for one
year as security for the seller’s indemnification obligations under the stock purchase agreement), and 252,381 shares
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of the Company’s unregistered common stock, which shares were valued at $1.1 million based on a per share price
of $ 4.20 (the volume weighted average price of the Company’s common stock during the five trading days before
the closing date). Comnet Telecom will be operated as a stand-alone subsidiary for at least the next two years. The
Company entered into a two-year employment agreement with Mr. Portera pursuant to which Mr. Portera will be
the President of Comnet Telecom. Under the employment agreement, Mr. Portera’s base salary will be $210,000 per
year. Mr. Portera will also be entitled to earn an annual bonus of up to 50% of his base salary.
Operating Divisions
Connector and Cable Assembly Division
The Connector and Cable Assembly 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 Assembly Division typically carries over 1,500 different types of connectors, adapters,
tools, and 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, however, dependent upon the overall economy, infrastructure build out by large
telecommunications firms and on the Company’s ability to market its products.
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 manufactured for the
Connector and Cable Assembly Division 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 product combinations. The Company
launched its cable assembly operations in 2000.
The Connector and Cable Assembly Division also includes Oddcables.com, formerly a stand-alone division that
sells coaxial, fiber optic and other connectors and cable assemblies on a retail basis. Effective November 1, 2013, the
Oddcables.com Division was integrated with the Connector and Cable Division.
The Company has been designing, producing and selling coaxial connectors since 1987 and the Connector and
Cable Assembly Division therefore represents the Company’s oldest and most established division. The Connector
and Cable Division has typically generated and, in the October 31, 2014 fiscal year, did generate the majority of the
Company’s net sales and net income.
The Company designs its connectors at its headquarters in San Diego, California. However, most of the RF con-
nectors are manufactured by third party foreign manufacturers located in Asia. The Company’s Connector and Cable
Assembly operations are conducted out of the Company’s San Diego, California, facilities.
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Aviel Electronics Division
The Aviel Electronics Division is primarily engaged in the design, manufacture and sale of custom, specialty
or precision connectors and cable systems for specialized purposes, such as commercial aerospace and military
systems. 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 Assembly 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, including its manufacturing facilities,
are based in Las Vegas, Nevada.
Cables Unlimited Division
Cables Unlimited, Inc. is a custom cable manufacturer that RF Industries, Ltd. purchased in 2011. Cables Un-
limited is located in Yaphank, New York, and is operated as a separate division. Cables Unlimited is a Corning Cable
Systems CAH Connections SM Gold Program member, authorized to manufacture fiber optic products that are
backed by Corning Cable Systems' extended warranty. Cables Unlimited designs, develops and manufactures custom
connectivity solutions for the telecommunications and wireless markets. The products sold by Cables Unlimited in-
clude custom and standard copper and fiber optic cable assemblies, adapters and electromechanical wiring harnesses
for communications, computer, LAN, automotive fiber optic and medical equipment. In 2012, Cables Unlimited
introduced a new custom cabling solution known as OptiFlex. The OptiFlex cable is a hybrid power and communi-
cations cable designed and built for wireless service providers who are updating their networks to 4G technologies
such as WiMAX, LTE and other technologies. Sales of OptiFlex represented a major portion of the Company’s
revenues in the 2012 and 2013 fiscal years, but have since decreased as the upgrading of industry wide networks to
4G technologies has wound down.
Bioconnect Division
The Bioconnect Division is engaged in product development, design, manufacture and sale of high-end or
specialty cables and interconnects for medical monitoring applications, such as ECG cables, EEG leads, infant and
sleep apnea monitors in hospitals, patient leads, snap leads and connecting wires. Bioconnect’s products typically
do not directly compete against the mass-produced, lower priced standard medical cables used by medical facilities.
The Company acquired the Bioconnect operations in 2000. Bioconnect operates out of the Company’s San Diego,
California, facilities.
Comnet Telecom Division
RF Industries, Ltd. purchased Comnet Telecom Supply, Inc. in January 2015. Comnet Telecom’s offices and
manufacturing facilities are located in East Brunswick, New Jersey. Formed in 1995, Comnet Telecom is a Corning
Cable Systems CAH Connections SM Gold Program member that is authorized to manufacture fiber optic telecom-
munications products that are backed by Corning Cable Systems' extended warranty and is a Telcordia GR-326
certified manufacturer. Comnet Telecommunications manufactures and distributes equipment and cabling products
used by telecommunications carriers, co-location center operators and other telecommunication and data center
companies in the U.S.
For financial reporting purposes, for the fiscal year ended October 31, 2014 the Company aggregated its opera-
tions into three segments. (1) Connector and Cable Assembly and Aviel Electronics divisions were aggregated into
one reporting segment (the RF Connector and Cables Assembly segment) because they have similar economic char-
acteristics. (2) Bioconnect represented the Company’s Medical Cabling and Interconnector segment. (3) The Cables
Unlimited division constituted the Company’s fiber optic and power/electronic cabling segment, which is referred to
as the Fiber Optics segment. For the fiscal year ending October 31, 2015, the Company expects to aggregate Cables
Unlimited and Comnet Telecom into a single segment because of their fiber optic business activities and customer
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focus. Since the acquisition of Comnet Telecom was effective for financial accounting purposes as of November 1,
2014, Comnet Telecom’s financial results will be included in the results of the Fiber Optics segment for the entire
fiscal year ending October 31, 2015.
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 Assembly Division designs, manufactures and markets a broad range of
coaxial connectors and coaxial cable assemblies for the numerous products with applications in commercial, indus-
trial, automotive, transportation, scientific, aerospace and military markets. Various types of connectors are offered
by the RF Connector Division including 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 and cable attachment
methods for customer applications. There are numerous applications for these connectors, some of which include
digital applications, 2.5G, 3G, 4G, Wi-MAX, LTE and other broadband wireless infrastructure, GPS (Global Posi-
tioning 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 1,500 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 offers some
of its own tools, which differ from those offered elsewhere in the market. These tools are manufactured for the Com-
pany 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 Assembly 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 predominately with the Company’s
connectors or other brands of connectors as complete cable assemblies. Coaxial cable assemblies have numerous
applications including wireless and wireless local area networks, wide area networks, Internet systems, PCS/cellular
systems including 2.5G, 3G, 4G, Wi-MAX, LTE wireless infrastructure, Distributed Antenna Systems (DAS), TV/
dish network systems, test equipment, military/aerospace (mil-standard and COTS (Commercial Off The Shelf)) and
entertainment systems. Cable assemblies are manufactured to customer requirements.
Through its Oddcables.com website, this division offers hundreds of audio cables, video cables, S-video cables,
VGA cables, DVI cables, HDMI cables, RF coax adapters, coax cables, coax tools kits, computer cables, USB and
firewire cables and other networking cables to retail customers.
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.
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Cables Unlimited Products
Cables Unlimited is an International Standards Organization (ISO) approved factory that manufactures custom
cable assemblies. Cables Unlimited is also a Corning Cable Systems CAH Connections SM Gold Program mem-
ber, authorized to manufacture fiber optic products that are backed by Corning Cable Systems' extended warranty.
Products manufactured by Cables Unlimited include custom copper and fiber optic cable assemblies, adapters and
electromechanical wiring harnesses for telecommunications, computer, LAN, automotive and medical equipment
companies. Cables Unlimited also provides cable installation services in the New York regional area. During April
2012, Cables Unlimited commercially released a cabling solution for wireless service providers engaged in upgrad-
ing their cell towers for 4G technologies. The custom hybrid cable, called OptiFlex, is significantly lighter and pos-
sesses greater flexibility than cables previously used for wireless service. Most of the products that Cables Unlimited
develops and sells are built specifically for its customers’ needs.
The acquisition of Cables Unlimited in 2011 gave the Company the ability to offer a broad range of interconnect
products and systems to the Company’s largest customers. These interconnect systems have the ability to combine
radio frequency and fiber optic interconnect components, with various connectors and power cables through custom-
ized solutions for these customers. The Company continues to actively market its ability to provide these fiber optic
interconnect solutions to its larger customers.
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 the medical market. These prod-
ucts 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.
Comnet Telecom Products
Comnet Telecom manufactures and distributes both standard and custom equipment and cabling products used
by telecommunications carriers, co-location center operators and other telecommunication and data center compa-
nies in the U.S. Such products include fiber optics cable, copper cabling, custom patch cord assemblies, transceivers/
converters and other data center equipment (such as server cabinets and network racks). The acquisition of Comnet
Telecom expands the Company’s fiber optic cabling capabilities and the customer base to which the Company can
sell its other cabling products.
Foreign Sales
Net sales to foreign customers accounted for $1.7 million or approximately 7% of Company’s sales and $1.5
million or approximately 4% of Company’s sales, respectively, for the fiscal years ended October 31, 2014 and 2013.
The majority of the export sales during these periods were to Canada, Mexico and Israel.
The Company does not own, or directly operate any manufacturing operations or sales offices in foreign countries.
Distribution, Marketing and Customers
Sales methods vary greatly between the Company’s divisions. The Connector and Cable Assembly Division and
the Cables Unlimited 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.
The Aviel Division sells its products to its own customers and to customers referred through the Connector and
Cable Assembly Division. The Aviel and Connector and Cable Assembly divisions sell to similar customer market
segments and combine marketing efforts where economically advantageous.
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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.
Comnet Telecom sells its products directly to its own customers through its in-house marketing and sales team.
Comnet Telecom’s principal customers include co-location centers, data processing centers, telecommunications and te-
lephony companies, and wireless carriers. Comnet Telecom also sells certain of its products to large, national telecom-
munication equipment and solution providers who include Comnet Telecom’s products in their own product offerings.
Manufacturing
The Connector and Cable Assembly Division contracts with outside third parties for the manufacture of a
significant portion of its coaxial connectors. However, virtually all of the RF cable assemblies sold by the Connec-
tor and Cable Assembly Division during the fiscal year ended October 31, 2014 were assembled by that division at
the Company’s facilities in California. The Connector and Cable Assembly Division has its cables manufactured
at numerous ISO approved factories with plants in the United States, China and Taiwan. The Company is depen-
dent 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 and cable products, the Company does have
long-term purchasing relationships with these manufacturers. There are certain risks associated with the Company’s
dependence on third party manufacturers for some of its products. See “Risk Factors” below. The Company has in-
house design engineers who create the engineering drawings for fabrication and assembly of connectors and cable
assemblies. Accordingly, the manufacturers are not primarily responsible for design work related to the manufacture
of the connectors and cable assemblies.
The Bioconnect Division has designed and manufactured its own products for over 25 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 connectors at its Las Vegas, Nevada manufacturing facility. The
Aviel Electronics Division has designed and manufactured its own products for over 50 years (including as an unaf-
filiated 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 mili-
tary, aerospace, communications and other unique applications.
Cables Unlimited manufactures its custom cable assemblies, adapters and electromechanical wiring harnesses
and other products in its Yaphank, New York manufacturing facility. Cables Unlimited is an ISO approved factory,
as well as a Corning Cable Systems CAH Connections SM Gold Program member, authorized to manufacture fiber
optic products and assemblies that are backed by Corning Cable Systems' extended warranty. Cables Unlimited
outsources the assembly of a portion of its new OptiFlex cable to a third party manufacturer. The final assembly and
termination of the OptiFlex cable is completed by Cables Unlimited at its Yaphank, New York facilities.
Comnet Telecom manufactures, assembles and tests its cabling products at its facilities in East Brunswick, New
Jersey. Comnet Telecom is a Corning Cable Systems CAH Connections SM Gold Program approved fiber optic
member and a Telcordia GR-326 approved manufacturer. Comnet Telecom currently also is completing its
ISO 9000 certification.
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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 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.
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 num-
ber 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 materials
and products 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.
Both the Cables Unlimited Division and the new Comnet Telecom Division purchase all of their products from
manufacturers located in the United States. Fiber optic cables are available from various manufacturers located
throughout the United States; however, both Cables Unlimited and Comnet Telecom purchase most of their fiber op-
tic cables from Corning Cables Systems LLC. The Company believes that the raw materials used by Cables Unlim-
ited and Comnet Telecom in their products are readily available and that neither division is not currently dependent
on any supplier for its raw materials. Neither Cables Unlimited nor Comnet Telecom currently have any long-term
purchase or supply agreements with their connector and cable suppliers.
Employees
As of October 31, 2014, the Company employed 143 full-time employees, of whom 42 were in accounting,
administration, sales and management, 97 were in manufacturing, distribution and assembly, and 4 were engineers
engaged in design, engineering and research and development. The employees are based at the Company’s offices in
San Diego, California (86 employees), Las Vegas, Nevada (7 employees), and Yaphank, New York (50 employees).
The Company also occasionally hires part-time employees. The Company believes that it has a good relationship
with its employees. The Cables Unlimited Division employs five cable installers who are currently represented by
a union. Other than the foregoing installers that belong to a union, none of the Company’s other employees
are unionized.
As a result of the acquisition of Comnet Telecom in January 2015, the number of employees currently employed
by the Company has increased by 28 full-time employees, all of whom are located at Comnet Telecom’s East
Brunswick, New Jersey offices.
Research and Development
Research and development costs are expensed as incurred. The Company’s research and development expenses
relate to its engineering activities, which consist of the design and development of new products for specific
customers, as well as the design and engineering of new or redesigned products for the industry in general. During
the years ended October 31, 2014 and 2013, the Company recognized $948,000 and $998,000 in engineering
expenses, respectively.
8
Patents, Trademarks and Licenses
The Company does not own any patents on any of its products, nor has it registered any product trademarks. The
Company uses “OptiFlex™” as a trademark for its hybrid cable wireless tower cable solution. Because 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. Under its agreements with Corning Cables Systems LLC, Cables Unlimited and Comnet Telecom are
permitted to advertise that they are Corning Cables System CAH Connections Gold Program members.
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. 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 ex-
tended 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.
Under its agreements with Corning Cables Systems LLC, Cables Unlimited and Comnet Telecom are authorized
to manufacture optic cable assemblies that are backed by Corning Cables Systems’ extended warranty (referred to as
the “Gold Certified Warranty”).
Competition
The Company and industry analysts estimate worldwide sales of interconnect products of approximately $53
billion in 2014. The Company believes that the worldwide industry for interconnect products and systems is highly
fragmented, with no one competitor having over a 20% share of the total market. Many of the competitors of the
Connector and Cable Assembly Division have significantly greater financial resources and broader product lines. The
Connector and Cable Assembly 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 carries 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.
Cables Unlimited competes on the basis of product quality, custom design, service, delivery time and value-add-
ed support to its customers. Since Cables Unlimited is a Corning Cables System CAH Connections Gold Program
member, it is one of 12 other companies permitted to manufacture fiber optic cable assemblies that are backed by
Corning Cables Systems’ extended warranty. The Company is aware of other competing products that have recently
been introduced that compete with this product line.
9
Comnet Telecom competes with both smaller, local cable assembly houses as well as large, national manufac-
turers and distributors of telecommunications equipment and products.
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.
Bioconnect products are subject to the regulations of the U.S. Food and Drug Administration.
The Company’s products are Restriction on Hazardous Substances (“RoHS”) compliant.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. DESCRIPTION OF PROPERTY
The Company leases its corporate headquarters building at 7610 Miramar Road, Building 6000, San Diego,
California. The building consists of approximately 22,000 square feet which houses its corporate administration,
sales and marketing, and engineering plus production and warehousing for the Company’s Connector and Cable As-
sembly and Bioconnect Divisions. The lease for this facility expires on March 31, 2017. In addition to the foregoing
building, the Company also leases the following facilities:
(i)
(ii)
(iii)
The cable assembly manufacturing portion of the Connector and Cable Assembly Division oper-
ates 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, 2017.
During fiscal 2009, Aviel entered into a facility lease agreement for approximately 4,500 square
feet at 3060 Post Road, Suite 100 Las Vegas Nevada. The lease term commenced September 1,
2009 and will expire March 31, 2015. The Company is currently evaluating this lease and is in
discussions with its landlord regarding renewing this lease. The Company believes that alternate
facilities are available in the Las Vegas area if the Company elects not to renew, or is unable to
renew, its current leases by March 31, 2015.
The Cables Unlimited Division leases an approximately 12,000 square foot facility located at 3
Old Dock Road, Yaphank, New York. The lease for this space expires June 30, 2016. However,
Cables Unlimited has a one-time option to extend the term of the lease for an additional five (5)
year term. Cables Unlimited’s monthly rent expense under the lease is $13,000 per month, plus
payments of all utilities, janitorial expenses, routine maintenance costs, and costs of insurance
for Cables Unlimited’s business operations and equipment. The landlord is a company controlled
by Darren Clark, the former owner of Cables Unlimited and a current director of the Company.
In addition to the foregoing facilities, in October 2012 Cables Unlimited leased an additional
approximately 2,000 square foot facility in Yaphank from a third party under a month to month
arrangement. This additional space is used by Cables Unlimited as additional warehouse space and
for pre-manufacturing activities. The monthly rent payable for this additional space is $1,250.
(iv)
The newly acquired Comnet Telecom Division leases an approximately 15,000 square feet in
two suites located at 1 Kimberly Road, East Brunswick, New Jersey. The lease for these facilities
expires in September 2017.
10
The aggregate monthly rental for all of the Company’s facilities currently is approximately $51,000 per month,
plus utilities, maintenance and insurance.
ITEM 3. LEGAL PROCEEDINGS
On May 24, 2013, Peter Wyndham, a former employee of the Company, filed a complaint with the San Diego,
California office of the U.S. Department of Labor-OSHA alleging retaliatory employment practices in violation of
the whistleblower provisions of the Sarbanes-Oxley Act (Peter Wyndham vs. RF Industries, Ltd., Case No. 9-3290-
13-087). The complaint alleged that Mr. Wyndham was terminated in November 2012 in retaliation for making
disclosures relating to alleged fraudulent accounting practices and lack of compliance with U.S. GAAP; violations of
multiple Securities and Exchange Commission rules and regulations; and fraud against the shareholders. The com-
plaint did not seek any specified amount of damages. The Company disputed the retaliation claim and notified its
employment practices liability insurance carrier of the demand. Mr. Wyndham has withdrawn his OSHA complaint.
On November 21, 2014, Peter Wyndham filed a complaint for damages against the Company in the United
States District Court for the Southern District of California (Peter Wyndham vs. RF Industries, Ltd., Case No.
14CV2792WQHBGS), for violation of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and
Consumer Protection Act, and wrongful termination in violation of public policy. The complaint does not make a
demand for any specific sum of damages, but does make a demand for, among other relief, an unspecified amount of
compensatory damages (including lost past and future wages and benefits), emotional distress damages, pay in lieu
of reinstatement, and punitive damages. The matter has been tendered to the Company’s insurance carrier for defense
and indemnification, and counsel appointed by the insurance carrier currently represents the Company in the matter.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
11
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, 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.”
The price range per share of common stock presented below represents the highest and lowest intraday sales
prices for the Company’s common stock on the NASDAQ during each quarter of the two most recent years.
Quarter
Fiscal 2014
November 1, 2013 - January 31, 2014
February 1, 2014 - April 30, 2014
May 1, 2014 - July 31, 2014
August 1, 2014 - October 31, 2014
Fiscal 2013
November 1, 2012 - January 31, 2013
February 1, 2013 - April 30, 2013
May 1, 2013 - July 31, 2013
August 1, 2013 - October 31, 2013
Stockholders
High
Low
$
$
14.84
6.95
6.43
5.61
6.40
7.10
7.35
10.86
$ 6.17
5.79
5.01
4.42
$ 4.04
5.17
5.50
5.64
As of October 31, 2014 there were 362 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 a total of $2.3 million of dividends during the fiscal year ended October 31, 2014 in four
quarterly dividend payments of $0.07 per share. The Company paid a total of $2.3 million of dividends during the
fiscal year ended October 31, 2013 which consisted of a $0.10 dividend, a special dividend of $0.07 and two quarterly
dividend payments of $0.07 per share. The Board of Directors currently expects to continue to declare and pay divi-
dends on a quarterly basis during the current fiscal year ending October 31, 2015, but may change the dividend rate,
or may cease paying dividends at any time, depending on the Company’s financial condition and its financial needs.
Repurchase of Securities
The Company repurchased and retired 22,828 shares of its common stock (for a total of $104,000) all during the
fourth quarter of the fiscal year ended October 31, 2014. The repurchases were made pursuant to the Rule 10b-18
stock repurchase plan that the Company announced on April 14, 2014.
Recent Sales of Unregistered Securities
There were no previously unreported sales of equity securities by the Company that were not registered under
the Securities Act during fiscal 2014.
12
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of October 31, 2014 with respect to the shares of Company com-
mon stock that may be issued under the Company’s existing equity compensation plans.
A
B
C
Number of Securities to
be Issued Upon Exercise
of Outstanding Options
Weighted Average
Exercise Price of
Outstanding Options ($)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column A)
628,725
411,816
1,040,541
$
$
4.93
580,842
0.70
3.25
580,842
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) 2010 Stock Option Plan and (ii) 2000 Stock
Option. The 2000 Stock Option Plan has expired, and no additional options can be granted under this plan.
Accordingly, all 580,842 shares remaining available for issuance represent shares under the 2010 Stock Op-
tion Plan.
(2)
Consists of options granted to five officers and/or key employees of the Company under employment agree-
ments entered into by the Company with each of these officers and employees.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements and related disclosures have been prepared in accordance with U.S. gener-
ally accepted accounting principles (“GAAP”). The preparation of these consolidated 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.
13
̶
Inventories
Inventories are valued at their weighted average cost. Certain items in inventory may be considered obsolete or
excess and, as such, we periodically review our inventories for excess and slow moving items and make provisions
as necessary to properly reflect inventory value. Because inventories have, during the past few years, represented up
to 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.
Allowance for Doubtful Accounts
The Company records its allowance for doubtful accounts based upon its assessment of various factors. The
Company considers historical experience, the age of the accounts receivable balance, credit quality of the Compa-
ny’s customers, current economic conditions and other factors that may affect customer’s ability to pay.
Long-Lived Assets Including Goodwill
The Company assesses property, plant and equipment and intangible assets, which are considered definite-lived
assets for impairment. Definite-lived assets are reviewed when there is evidence that events or changes in circum-
stances indicate that the carrying amount of an asset may not be recoverable. We measure recoverability of these
assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to gener-
ate. If property and equipment and intangible assets are considered to be impaired, the impairment to be recognized
equals the amount by which the carrying value of the asset exceeds its fair market value. We have made no material
adjustments to our long-lived assets in any of the years presented.
The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and
reviews these assets for impairment.
In addition, we test our goodwill, an indefinite-lived asset, for impairment at least annually or more frequently
if events or changes in circumstances indicate that this asset may be impaired. No goodwill impairment has been
identified in any of the years presented.
Income Taxes
The Company records a tax provision for the anticipated tax consequences of the reported results of operations.
Income taxes are accounted for under the asset and liability method, under which deferred tax assets and liabilities
are recognized for the expected future tax consequences of temporary differences between the financial reporting
and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and
liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in
which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce
deferred tax assets to the amount that is believed more likely than not to be realized.
The calculation of the tax provision involves significant judgment in estimating the impact of uncertainties in
the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with man-
agement’s expectations could have a material impact on the Company’s financial condition and operating results.
Stock-based Compensation
The Company uses the Black-Scholes model to value the stock option grants. This valuation is affected by the
Company’s stock price as well as assumptions regarding a number of inputs which involve significant judgments
and estimates. These inputs include the expected term of employee stock options, the expected volatility of the stock
price, the risk-free interest rate and expected dividends.
14
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For recently issued accounting pronouncements that may affect us, see Note 1 of Notes to Consolidated
Financial Statements.
OVERVIEW
During the periods covered by this Annual Report, the Company marketed 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 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 - the “RF Connector and
Cable Assembly” segment; the “Medical Cabling and Interconnector” segment; and the “Fiber Optics” segment-
based upon this evaluation.
During the fiscal year ended October 31, 2014, the RF Connector and Cable Assembly segment was comprised
of two divisions; the Medical Cabling and Interconnector segment was comprised of one division, and the Fiber
Optics segment was comprised of one division. The three divisions that met the quantitative thresholds for segment
reporting are Connector and Cable Assembly, Bioconnect, and Cables Unlimited. Each of the other divisions aggre-
gated into these segments had similar products that were marketed to their respective customer base and production
and product development processes that are similar in nature. The specific customers are different for each division;
however, there was some overlapping of product sales to them. The methods used to distribute products are similar
within each division aggregated. In January 2015 RF Industries purchased Comnet Telecom. The Company antici-
pates that Comnet Telecom will be included in the Fiber Optics segment in the fiscal year ending October 31, 2015.
Since the acquisition of Comnet Telecom was effective for financial accounting purposes as of November 1, 2014,
Comnet Telecom’s financial results will be included in the results of the Fiber Optics segment for the entire fiscal
year ending October 31, 2015.
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 the Connector and
Cable Assembly and Aviel Electronics divisions into the RF Connector Cable Assembly segment. Effective Novem-
ber 1, 2013, the Oddcables Division was integrated with the Connector and Cable Division. The Bioconnect division
makes up the Company’s Medical Cabling and Interconnector segment, while the Cables Unlimited division was the
sole division in the Fiber Optics segment in the fiscal year ended October 31, 2014.
For the year ended October 31, 2014, most of the Company’s revenues were generated from the sale of RF
connector products and connector cable assemblies (the Connector and Cable Assembly division accounted for ap-
proximately 57% and 39% of the Company’s total sales for the fiscal year ended October 31, 2014 and 2013, respec-
tively). For the year ended October 31, 2013, most of the Company’s revenues were generated by the Fiber Optics
segment (sales at Cables Unlimited represented 31% and 53% of total sales for the year ended October 31, 2014
and 2013, respectively) because of the revenues it generated from its OptiFlex cabling solution that it commercially
introduced in April 2012.
The net income in fiscal 2014 represented the 21st consecutive year that the Company has been profitable.
In addition to its core cable and connector operations, the Company has previously operated a small RF Wire-
less segment that consisted of two divisions, the RF Neulink division and the RadioMobile division. This segment
generally operated at a loss and did not produce any synergies with the Company’s core operations. Accordingly, in
15
2013 the Company decided to discontinue the RF Wireless segment and to dispose of the two divisions. The disposi-
tion of the two divisions occurred in the following two unrelated transactions.
•
•
Effective July 31, 2013, the Company sold all of the assets of its RF Neulink division, primarily consisting
of inventory, certain intellectual property and licenses, customer lists and trademarks, to a third party wire-
less company. The Company did not receive any purchase price payment at the closing of the sale. Rather,
the purchase price for the RF Neulink business will consist of cash payments made by the buyer to the
Company under the following circumstances: (i) for each RF Neulink inventory item that the buyer sells,
the buyer will have to pay the Company the assigned value of that inventory item. This arrangement will
continue until the earlier of three years from the closing date or the date all inventory items are sold; and
(ii) the buyer is required to pay the Company a royalty based on the buyer’s use of RF Neulink’s tradename
or trademark, its customer list or its intellectual property. The royalty, which ranges from 5% to 10% of the
buyer’s sales of such RF Neulink-related products, may not exceed $450,000 in the aggregate, and will not
be payable on sales of inventory items.
Effective October 29, 2013, the Company sold all of the assets of the Company’s RadioMobile division,
primarily consisting of inventory, certain equipment, certain intellectual property and licenses, customer
lists and trademarks, to a new company formed by the former manager of this division. In return for the
assets, the purchaser agreed to pay the Company 10.0% of all net revenues for the next three years (but not
to exceed an aggregate total of $2.0 million). Additionally, as part of the sale of the RadioMobile division,
all former RadioMobile employees were terminated by the Company and re-hired by the purchaser. Other
closing costs amounted to approximately $0.2 million. For the fiscal year ended October 31, 2013, the RF
Wireless segment generated $1.2 million of revenues and incurred an operating loss of $1.8 million.
For the year ended October 31, 2014, the Company recognized $103,000 of royalty income, net of tax, from the
former RF Neulink and RadioMobile divisions, which amount has been included within discontinued operations.
Financial Condition
The following table presents certain key measures of financial condition as of October 31, 2014 and 2013 (in
thousands, except percentages):
2014
2013
Amount
% Total Assets
Amount
% Total Assets
Cash and cash equivalents
$ 14,718
50.7% $ 11,881
Current assets
Current liabilities
Working capital
Property and equipment, net
Total assets
Stockholders' equity
Liquidity and Capital Resources
23,439
2,362
21,077
829
29,029
25,856
80.7%
8.1%
72.6%
2.9%
100.0%
89.1%
23,047
2,604
20,443
1,053
29,090
25,536
40.8%
79.2%
9.0%
70.3%
3.6%
100.0%
87.8%
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
at least twelve months subsequent to October 31, 2014. Additionally, the Company has access to a line of credit in
the amount of $5.0 million, of which the full amount is available as of October 31, 2014, should the Company need
16
to obtain additional capital. Management believes that its existing assets and the cash it expects to generate from
operations will be sufficient during the current fiscal year based on the following:
•
•
•
As of October 31, 2014, the Company had cash and cash equivalents equal to $14.7 million.
As of October 31, 2014, the Company had $23.4 million in current assets and $2.4 million in current liabilities.
As of October 31, 2014, the Company had no outstanding indebtedness for borrowed funds.
The Company’s cash balances were reduced by approximately $3.3 million on January 20, 2015 as a result of
the cash payments incurred in connection with the purchase of Comnet Telecom. The payments included the cash
portion of the purchase price that was paid for Comnet Telecom ($3,090,000), retention bonuses and similar cash
payments made to employees of Comnet Telecom ($200,000), and other legal and accounting expenses incurred
through that date in connection with the acquisition.
The Company does not anticipate needing material additional capital equipment in the next twelve months. In
the past, the Company has financed some of its equipment and furnishings requirements through capital leases. No
additional capital equipment purchases have been currently identified that would require significant additional leas-
ing or capital expenditures during the next twelve months. Management also believes that based on the Company’s
current financial condition and recent operating results, as well as access to its line of credit, the Company would be
able to finance its expansion, if necessary.
In April 2014, the Company announced that it may repurchase up to 500,000 shares of the Company’s common
stock in open market transactions. The share repurchase program may be suspended or terminated at any time. As of
October 31, 2014, the Company has repurchased and retired 28,828 shares pursuant to this program.
The Company generated $2.8 million of cash primarily from operating activities of $4.5 million during the year
ended October 31, 2014. The increase in cash from operating activities was primarily due to net income of $1.4 mil-
lion, $2.3 million generated from operating assets and liabilities and other non-cash charges of $1.1 million, which
were offset by excess tax benefit from stock-based compensation of $327,000 and deferred income taxes of $60,000.
Additionally, the Company generated cash of $897, 000 from the exercise of stock options inclusive of the related
tax benefits from these exercises. These cash increases were partially offset by the repurchase of stock of $104,000
and the payment of $2.3 million of dividends to its stockholders.
As of October 31, 2014, the Company had a total of $14.7 million of cash and cash equivalents compared to a
total of $11.9 million of cash and cash equivalents as of October 31, 2013. As of October 31, 2014, the Company
had working capital of $21.1 million and a current ratio of approximately 10:1 compared to 9:1 as of October 31,
2013.
Results of Operations
The following summarizes the key components of the results of operations for the fiscal years ended October
31, 2014 and 2013 (in thousands, except percentages). The results of operations to not include any of the results of
Comnet Telecom, the subsidiary that RF Industries acquired in January 2015.
17
2014
2013
Amount
% of Net
Sales
Amount
% of Net
Sales
Net sales
$ 23,115
100%
$ 36,625
100%
Cost of sales
Gross profit
Engineering expenses
Selling and general expenses
Operating income
Other income - interest/dividends
Income from continuing operations before provision for income taxes
Provision for income taxes
Income from continuing operations
Income (loss) from discontinued operations, net of tax
Consolidated net income
12,662
10,453
948
7,239
2,266
29
2,295
959
1,336
103
1,439
55%
45%
4%
31%
10%
0%
10%
4%
6%
0%
6%
20,716
15,909
998
8,209
6,702
20
6,722
1,980
4,742
(1,140)
3,602
57%
43%
3%
22%
18%
0%
18%
5%
13%
-3%
10%
Net sales for the year ended October 31, 2014 decreased by 37% or $13.5 million to $23.1 million from $36.6
million for the year ended October 31, 2013 primarily due to a significant decrease in net sales by the Company’s
Cables Unlimited division and, to a lesser extent, to a decrease in net sales in the other two segments. Revenues gen-
erated by Cables Unlimited decreased by $12.1 million, or 62.5%, for the year ended October 31, 2014, compared
to the prior year. Most of the revenues generated by Cables Unlimited in fiscal 2013 were generated by the sale of a
single line of new cabling products that Cables Unlimited developed to address the needs of some telecommunica-
tions companies. The decrease in net sales at Cables Unlimited during fiscal 2014 was primarily due to a decline
in demand for this project based line of cabling products. Orders for Cables Unlimited’s new cabling product are
primarily dependent upon the number of cellular telephone sites that are being retrofitted for 4G technologies and, to
a lesser extent, on the availability of other competing products. Accordingly, the future demand for this product will
depend upon the number of cell site upgrades and, therefore, cannot be accurately estimated. Also contributing to the
overall decrease in sales for the year ended October 31, 2014 was a decrease in sales of $1.1 million or 7.7% at the
RF Connector and Cable Assembly segment, which generated sales of $13.2 million for the year ended October 31,
2014 compared to $14.3 million during the prior year comparable period. The Company believes that the decrease in
net sales at the RF Connector and Cable Assembly segment is attributable to an industry-wide softening of demand
for RF cable and connector products. The Medical Cabling and Interconnector segment had revenues of $2.7 mil-
lion, a decrease of $330,000 or 10.8% over the prior comparable period. The decrease in medical cabling revenue
was due to decreased sales to a significant customer. Due to the on-going slowdown in orders from this significant
customer for the Medical Cabling and Interconnector segment’s products, the Company expects that revenues at this
segment will, in the near future, continue to be below the prior year’s levels.
The Company’s gross profit as a percentage of sales increased slightly by 2% to 45% in fiscal 2014 from 43%
in fiscal 2013 primarily as a result of a change in the product mix with a larger portion of sales coming from the RF
Connector and Cable Assembly segment, which typically operates at a higher gross margin compared to the other
segments. The overall increase in gross margins was partially offset by a decrease in gross margins for the Cables
Unlimited products resulting from certain fixed manufacturing costs spread over a lower revenue base, as well as
lower pricing due to increased competition and a change in customers.
Engineering expenses decreased $50,000 or 5% for the year ended October 31, 2014 to $948,000 compared to
$998,000 during the comparable prior year period due to decreased compensation expense related to engineering
activities. Engineering expenses represent costs incurred relating to the ongoing development of new products.
18
Selling and general expenses decreased $970,000 or 12%, during the year ended October 31, 2014 to $7.2
million from $8.2 million in the comparable prior year period. The decrease in selling and general expenses was pri-
marily due to lower compensation and benefits expense as a result of a decrease in headcount during fiscal 2014. In
addition, the year ended October 31, 2013 included lump-sum bonus payments to senior management and increased
legal and consulting fees in connection with the termination and replacement of an employee. These decreases in
selling and general expenses were partially offset by increased stock-based compensation expense during fiscal 2014
related to the acceleration of certain stock options to a former employee. The Company anticipates that its selling
and general expenses will increase significantly due to the addition of additional executive officers and, in particular,
due to the recent acquisition of Comnet Telecom.
The provision for income taxes for the year ended October 31, 2014 was $959,000 (or an effective tax rate of
approximately 42%), compared to $2.0 million in the comparable prior year period (or an effective tax rate of ap-
proximately 29%). The significant decrease in the provision for tax for the year ended October 31, 2014 is due to
the significantly lower income before provision for income taxes during the period. However, the lower effective tax
rate in the fiscal 2013 period is attributable to the larger tax benefits received by the Company in the 2013 period as
a result of the high number of disqualifying dispositions of incentive stock options.
Income from discontinued operations, net of tax, for the year ended October 31, 2014 was $103,000 compared
to a loss from discontinued operations, net of tax, of $1.1 million for the year ended October 31, 2013. During fiscal
2013, the Company sold its RadioMobile and RF Neulink divisions and, accordingly, the results of these divisions
are included in discontinued operations for the fiscal 2013 period. Although these divisions were not owned by the
Company in fiscal 2014, the Company received royalties from the buyers of the RadioMobile and RF Neulink divi-
sions based on certain sales revenues generated by those former divisions. Those royalty payments ($103,000, net of
tax) are reflected as income from discontinued operations.
19
RF INDUSTRIES, LTD. AND SUBSIDIARY
Index
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
October 31, 2014 and 2013
Consolidated Statements of Income
Years Ended October 31, 2014 and 2013
Consolidated Statements of Equity
Years Ended October 31, 2014 and 2013
Consolidated Statements of Cash Flows
Years Ended October 31, 2014 and 2013
Notes to Consolidated Financial Statements
* * *
Page
21
22-23
24
25
26-27
28-41
20
Report of Independent Registered Public Accounting Firm
To the Stockholders
RF Industries, Ltd.
We have audited the accompanying consolidated balance sheets of RF Industries, Ltd. and Subsidiary as of Oc-
tober 31, 2014 and 2013, and the related consolidated statements of income, equity and cash flows for the years then
ended. RF Industries and Subsidiary’s management is responsible for these consolidated financial statements. Our
responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropri-
ate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assess-
ing 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 consolidated financial statements referred to above present fairly, in all material respects, the
financial position of RF Industries, Ltd. and Subsidiary as of October 31, 2014 and 2013, and their results of opera-
tions and their cash flows for the years then ended, in conformity with accounting principles generally accepted in
the United States of America.
/s/ CohnReznick LLP
San Diego, California
January 29, 2015
21
RF INDUSTRIES, LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 2014 AND 2013
(In thousands, except share and per share amounts)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade accounts receivable, net of allowance for doubtful accounts of $30 and $103
Inventories
Other current assets
Deferred tax assets
TOTAL CURRENT ASSETS
Property and equipment:
Equipment and tooling
Furniture and office equipment
Less accumulated depreciation
Total property and equipment
Goodwill
Amortizable intangible assets, net
Non-amortizable intangible assets
Note receivable from stockholder
Other assets
TOTAL ASSETS
2014
2013
$ 14,718
$ 11,881
2,428
5,259
618
416
3,160
5,924
1,587
495
23,439
23,047
2,610
777
3,387
2,558
829
3,076
1,187
410
67
21
2,500
759
3,259
2,206
1,053
3,076
1,407
410
67
30
$ 29,029
$ 29,090
22
RF INDUSTRIES, LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 2014 AND 2013
(In thousands, except share and per share amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
Accrued expenses
Customer deposit
Income taxes payable
TOTAL CURRENT LIABILITIES
Deferred tax liabilities
TOTAL LIABILITIES
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock - authorized 20,000,000 shares of $0.01 par value; 8,255,979 and
8,075,124 shares issued and outstanding at October 31, 2014 and 2013, respectively
Additional paid-in capital
Retained earnings
TOTAL STOCKHOLDERS' EQUITY
2014
2013
$ 861
$ 792
1,422
1,761
6
73
51
-
2,362
2,604
811
950
3,173
3,554
83
81
17,230
16,049
8,543
9,406
25,856
25,536
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$ 29,029
$ 29,090
See Notes to Consolidated Financial Statements.
23
RF INDUSTRIES, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED OCTOBER 31, 2014 AND 2013
(In thousands, except share and per share amounts)
Net sales
Cost of sales
Gross profit
Operating expenses:
Engineering
Selling and general
Totals
Operating income
Other income – interest
Income from continuing operations before provision for income taxes
Provision for income taxes
Income from continuing operations
Income (loss) from discontinued operations, net of tax
Consolidated net income
Earnings (loss) per share
Basic
Continuing operations
Discontinued operations
Net income per share
Earnings (loss) per share
Diluted
Continuing operations
Discontinued operations
Net income per share
Weighted average shares outstanding
Basic
Diluted
See Notes to Consolidated Financial Statements.
24
2014
2013
$ 23,115
$ 36,625
12,662
10,453
20,716
15,909
948
7,239
8,187
2,266
29
2,295
959
1,336
103
998
8,209
9,207
6,702
20
6,722
1,980
4,742
(1,140)
$ 1,439
$ 3,602
$ 0.17
$ 0.62
0.01
(0.15)
$ 0.18
$ 0.47
$ 0.15
$ 0.56
0.01
(0.13)
$ 0.16
$ 0.43
8,215,688
7,600,029
8,742,025
8,455,631
RF INDUSTRIES, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EQUITY
YEARS ENDED OCTOBER 31, 2014 AND 2013
(In thousands, except share amounts)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
Total
Equity
Balance, November 1, 2012
6,978,374
$ 70
$ 12,007
$ 8,153
$ 20,230
Exercise of stock options
1,096,750
11
2,750
Excess tax benefit from exercise of Stock options
Stock-based compensation expense
Dividends
Net income
-
-
-
-
-
-
-
-
1,060
232
-
-
-
-
-
2,761
1,060
232
(2,349)
(2,349)
3,602
3,602
Balance, October 31, 2013
8,075,124
81
16,049
9,406
25,536
Exercise of stock options
203,683
2
Excess tax benefit from exercise of stock options
Stock-based compensation expense
Dividends
-
-
-
Treasury stock purchased and retired
(22,828)
Net income
-
-
-
-
-
-
568
327
390
-
-
-
570
327
390
-
(2,302)
(2,302)
(104)
-
(104)
-
1,439
1,439
Balance, October 31, 2014
8,255,979
$ 83
$ 17,230
$ 8,543
$ 25,856
See Notes to Consolidated Financial Statements.
25
RF INDUSTRIES, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2014 AND 2013
(In thousands)
OPERATING ACTIVITIES:
Consolidated net income
2014
2013
$ 1,439
$ 3,602
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Bad debt expense (credit)
Accounts receivable write-off
Depreciation and amortization
Inventory write-downs
Stock-based compensation expense
Deferred income taxes
(34)
34
592
148
390
(60)
29
44
652
1,170
232
139
Excess tax benefit from stock-based compensation
(327)
(1,060)
Changes in operating assets and liabilities:
Trade accounts receivable
Inventories
Other current assets
Other long-term assets
Accounts payable
Customer deposit
Income taxes payable
Accrued expenses
Other long-term liabilities
Net cash provided by operating activities
26
732
517
969
9
1,934
(110)
(947)
5
69
(637)
(45)
400
51
450
(339)
(341)
-
(15)
4,494
5,198
INVESTING ACTIVITIES:
Capital expenditures
Net cash used in investing activities
FINANCING ACTIVITIES:
Proceeds from exercise of stock options
Purchases of treasury stock
Excess tax benefit from exercise of stock options
Dividends paid
Net cash provided by (used in) financing activities
Net increase in cash and cash equivalents
2014
2013
(148)
(281)
(148)
(281)
570
2,761
(104)
-
327
1,060
(2,302)
(2,349)
(1,509)
1,472
2,837
6,389
Cash and cash equivalents, beginning of year
11,881
5,492
Cash and cash equivalents, end of year
$ 14,718
$ 11,881
Supplemental cash flow information – income taxes paid
$ 442
$ 1,845
Supplemental schedule of noncash investing and financing activities:
Retirement of treasury stock
$ 104
$ -
Write off of fully depreciated property and equipment
$ 14
$26
See Notes to Consolidated Financial Statements.
27
RF INDUSTRIES, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED 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 pri-
marily to the radio and other professional communications related industries. The Company conducted its operations
through four related business divisions: (i) Connector and Cable Assembly Division is engaged in the design, manu-
facture 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) Bioconnect Division is engaged in the design, manufacture and sales of
cable interconnects for medical monitoring applications; and (iv) the Cables Unlimited Division manufactures cus-
tom and standard cable assemblies, adapters, and electromechanical wiring harnesses for communication, computer,
LAN, automotive and medical equipment.
During 2013, the Company sold and discontinued its operations of the RF Neulink and RadioMobile divisions
(see Note 2). In addition, effective November 1, 2013, the Oddcables Division was integrated with the Connector
and Cable Division.
Correction of immaterial errors
The Company identified the following immaterial errors in its previously issued audited consolidated financial
statements as of and for the year ended October 31, 2013:
• The provision for income taxes ($170,000), deferred tax asset ($173,000) and additional paid-in capital
($343,000) were understated as a result of an understatement in the amount of stock-based compensation
previously expensed.
•
Inventory on hand was overstated and cost of sales was understated by $71,000 ($52,000 net of tax) as a
result of not recording scrap and shrinkage for inventory held at a vendor location.
• Prepaid expense was understated and cost of sales was overstated by $15,000 ($11,000 net of tax) for unre-
corded vendor credits.
• Bonus expense and accrued expense were understated by $20,000 ($15,000 net of tax) for an additional
bonus net of bonus over accruals.
The errors in the accounting for the above items resulted in an overstatement of income from continuing opera-
tions before provision for income taxes of $76,000, an understatement of provision for income taxes of $150,000, an
overstatement of income from continuing operations of $226,000, and an overstatement of primary and fully diluted
earnings per common share of $0.03 for the year ended October 31, 2013.
The Company reviewed the accounting error utilizing SEC Staff Accounting Bulletin No. 99, “Materiality”
(“SAB 99”) and SEC Staff Accounting Bulletin No. 108, “Effects of Prior Year Misstatements on Current Year
Financial Statements” (“SAB 108”) and determined the impact of the errors to be immaterial to any prior period’s
presentation. The accompanying 2013 audited financial statements reflect the corrections of the aforementioned im-
material errors.
28
Use of estimates
The preparation of consolidated financial statements in conformity with accounting principles generally ac-
cepted in the United States of America requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Actual results may differ from those estimates.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of RF Industries, Ltd. and its wholly
owned subsidiary, Cables Unlimited, Inc. (“Cables Unlimited”) (collectively the “Company”). All intercompany bal-
ances and transactions have been eliminated in consolidation.
Cash equivalents
The Company considers all highly-liquid investments with an original maturity of three months or less when
purchased to be cash equivalents.
Revenue recognition
Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is
reasonably assured. The Company recognizes revenue from product sales after purchase orders are received which
contain a fixed price and the products are shipped. Most of the Company’s products are sold to continuing customers
with established credit histories.
Inventories
Inventories, consisting of materials, labor and manufacturing overhead, are stated at the lower of cost or market.
Cost has been determined using the weighted average cost method.
Property and equipment
Equipment, tooling and furniture are recorded at cost and depreciated over their estimated useful lives (gener-
ally 3 to 5 years) using the straight-line method. Expenditures for repairs and maintenance are charged to operations
in the period incurred.
Goodwill
Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net
identified tangible and intangible assets acquired. Goodwill is not amortized, but is subject to impairment analysis at
least once annually or more frequently upon the occurrence of an event or when circumstances indicate that a report-
ing unit’s carrying amount is greater than its fair value. At October 31, 2014, the Company performed a qualitative
assessment of factors to determine whether it was necessary to perform impairment testing. Based on the results of
the work performed, the Company concluded that no impairment loss was warranted at October 31, 2014. Qualita-
tive factors considered in this assessment include industry and market considerations, overall financial performance
and other relevant events, management expertise and stability at key positions. Additional impairment analyses at
future dates may be performed to determine if indicators of impairment are present, and if so, such amount will be
determined and the associated charge will be recorded to the Consolidated Statement of Income.
On June 15, 2011, the Company completed its acquisition of Cables Unlimited. Goodwill related to this acquisi-
tion is included within the Cables Unlimited reporting unit. As of October 31, 2014, the goodwill balance related
solely to the Cables Unlimited acquisition. No goodwill impairment occurred in 2014 or 2013.
29
Long-lived assets including goodwill
The Company assesses property, plant and equipment and intangible assets, which are considered definite-lived
assets for impairment. Definite-lived assets are reviewed when there is evidence that events or changes in circum-
stances indicate that the carrying amount of an asset may not be recoverable. We measure recoverability of these
assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to gener-
ate. If property and equipment and intangible assets are considered to be impaired, the impairment to be recognized
equals the amount by which the carrying value of the asset exceeds its fair market value. We have made no material
adjustments to our long-lived assets in any of the years presented.
The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and
reviews these assets for impairment.
In addition, we test our goodwill and trademarks, indefinite-lived asset, for impairment at least annually or more
frequently if events or changes in circumstances indicate that these assets may be impaired. No goodwill or trade-
mark impairments have been identified in any of the years presented.
Intangible assets
Intangible assets consist of the following as of October 31 (in thousands):
Amortizable intangible assets:
Non-compete agreements (estimated life 5 years)
Accumulated amortization
Customer relationships (estimated life 9.6 years)
Accumulated amortization
Totals
Non-amortizable intangible assets:
Trademarks
2014
2013
$ 200
(135)
65
1,730
(608)
1,122
$ 1,187
$ 200
(95)
105
1,730
(428)
1,302
$ 1,407
$ 410
$ 410
Amortization expense for the years ended October 31, 2014 and 2013 was $220,000 for each year.
Estimated amortization expense related to finite lived intangible assets is as follows (in thousands):
30
Year ending October
31,
2015
2016
2017
2018
2019
Thereafter
Total
Amount
$ 220
206
180
180
180
221
$ 1,187
Advertising
The Company expenses the cost of advertising and promotions as incurred. Advertising costs charged to opera-
tions were approximately $147,000 and $195,000 in 2014 and 2013, respectively.
Research and development
Research and development costs are expensed as incurred. The Company’s research and development expenses
relate to its engineering activities, which consist of the design and development of new products for specific cus-
tomers, as well as the design and engineering of new or redesigned products for the industry in general. During the
years ended October 31, 2014 and 2013, the Company recognized $948,000 and $998,000 in engineering expenses,
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 strate-
gies, 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 vari-
ous taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of
income tax expense.
Stock options
For stock option grants to employees, the Company recognizes compensation expense based on the estimated
fair value of the options at the date of grant. Stock-based employee compensation expense is recognized on a
straight-line basis over the requisite service period. The Company issues previously unissued common shares upon
the exercise of stock options.
For the fiscal years ended October 31, 2014 and 2013, charges related to stock-based compensation amounted to
approximately $390,000 and $232,000, respectively. For the fiscal years ended October 31, 2014 and 2013, stock-
based compensation classified in cost of sales amounted to $67,000 and $58,000 and stock-based compensation
31
classified in selling, general and engineering expense amounted to $323,000 and $174,000, respectively.
Earnings per share
Basic earnings per share is calculated by dividing net income applicable to common stockholders by the
weighted average number of common shares outstanding during the period. The calculation of diluted earnings per
share is similar to that of basic earnings per share, except that the denominator is increased to include the number of
additional common shares that would have been outstanding if all potentially dilutive common shares, principally
those issuable upon the exercise of stock options, were issued and the treasury stock method had been applied during
the period. The greatest number of shares potentially issuable by the Company upon the exercise of stock options in
any period for the years ended October 31, 2014 and 2013, that were not included in the computation because they
were anti-dilutive, totaled 328,569 and 21,177, respectively.
The following table summarizes the computation of basic and diluted earnings per share:
Numerators:
Consolidated net income (A)
Denominators:
2014
2013
$ 1,439,000 $ 3,602,000
Weighted average shares outstanding for basic earnings per share (B)
Add effects of potentially dilutive securities - assumed exercise of stock options
8,215,688
526,337
7,600,029
855,602
Weighted average shares outstanding for diluted earnings per share (C)
8,742,025
8,455,631
Basic earnings per share (A)/(B)
Diluted earnings per share (A)/(C)
$ 0.18
$ 0.47
$ 0.16
$ 0.43
Reclassification
Certain amounts in the prior period consolidated financial statements have been reclassified to conform to
the current period presentation. These reclassifications had no effect on reported consolidated net income.
Recent accounting standards
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09,
Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting
standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at
an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be ef-
fective for the Company beginning in its first quarter of 2018. Early adoption is not permitted. The new revenue
standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect
recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue
standard on its consolidated financial statements.
32
Note 2 - Discontinued operations
During 2013, the Company sold its RF Neulink and RadioMobile divisions, which together had comprised the
Company’s RF Wireless segment. The divisions were sold pursuant to asset purchase agreements, whereby no pur-
chase price was paid at the closing. Rather, the agreements stipulated royalty payments from each of the purchasers
over a three year period. For the year ended October 31, 2014, the Company recognized approximately $25,000 and
$136,000 of royalty income related to the RF Neulink Agreement and RadioMobile, respectively, which amounts
have been included within discontinued operations.
The following summarized financial information related to the RF Neulink and RadioMobile divisions is segre-
gated from continuing operations and reported as discontinued operations for the years ended October 31, 2014 and
2013 (in thousands):
Royalties
Net sales
Total revenue
Cost of sales
Gross profit (loss)
Operating expenses
Operating income (loss)
Provision (benefit) for income taxes
2014
2013
$ 161
$ -
-
$ 161
1,230
1,230
-
1,609
161
-
161
58
(379)
1,400
(1,779)
(639)
Income (loss) from discontinued operations, net of tax
$ 103
$ (1,140)
Note 3 - Concentrations of credit risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily
of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with
high-credit quality financial institutions. At October 31, 2014, the Company had cash and cash equivalent balances
in excess of Federally insured limits in the amount of approximately $14.2 million.
One customer accounted for approximately 34% and 50% of the Company’s net sales for the fiscal year ended
October 31, 2014 and 2013, respectively. At October 31, 2014 and October 31, 2013, this customer’s account
receivable balance accounted for approximately 22% and 27%, respectively, of the Company’s total net accounts
receivable balances. Although this customer has been an on-going major customer of the Company continuously
during the past 15 years, the written agreements with this customer do not have any minimum purchase obligations
and the customer could stop buying the Company’s products at any time and for any reason. A reduction, delay or
cancellation of orders from this customer or the loss of this customer could significantly reduce the Company’s
future revenues and profits.
Sales of one product line accounted for $2.5 million or 11% and $14.0 million or 38% of net sales for the fiscal
year ended October 31, 2014 and 2013, respectively. The Company has a standard written purchase order with this
customer and, therefore, this customer does not have any minimum purchase obligations and could stop buying the
product at any time. A reduction, delay or cancellation of orders for this product or the loss of this customer could
significantly reduce the Company’s revenues and profits.
33
Note 4 - Inventories and major vendors
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. Inventories consist of the following (in thousands):
Raw materials and supplies
Work in process
Finished goods
Totals
2014
2013
$ 1,784
$ 1,842
12
3,463
15
4,067
$ 5,259 $ 5,924
Purchases of inventory from two major vendors during 2014 represented 15% and 14% of total inventory
purchases compared to two major vendors who represented 20% and 17% of total inventory purchases in 2013. The
Company has arrangements with these vendors to purchase product based on purchase orders periodically issued by
the Company.
Note 5 - Accrued expenses and other long-term liabilities
Accrued expenses consist of the following (in thousands):
Wages payable
Accrued receipts
Other current liabilities
Totals
2014
2013
$ 840
$ 1,188
422
160
376
197
$ 1,422 $ 1,761
Accrued receipts represent purchased inventory for which invoices have not been received.
Note 6 - Segment information
The Company aggregates operating divisions into operating segments which have similar economic character-
istics primarily in 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 currently has three
segments - RF Connector and Cable Assembly, Cables Unlimited and Medical Cabling and Interconnector based
upon this evaluation. During fiscal 2013, the Company disposed of its RF Wireless segment.
The RF Connector and Cable Assembly segment is comprised of two divisions, whereas the Cables Unlimited
segment and the Medical Cabling and Interconnector segment are each comprised of one division. The three divi-
sions that meet the quantitative thresholds for segment reporting are Connector and Cable Assembly, Cables Unlim-
ited and Bioconnect. The other division aggregated into the RF Connector and Cable Assembly segment has similar
products that are marketed to their respective customer base and production and product development processes that
34
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 the Connector and
Cable Assembly and Aviel divisions into the RF Connector and Cable Assembly segment, while the Cables Unlim-
ited division constitutes the Cables Unlimited segment. The Bioconnect Division comprises the 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. Effective beginning with the second quarter of fiscal 2013, the Com-
pany changed its measurement of segment profit or loss whereby certain corporate costs, previously attributed to the
RF Connector and Cable Assembly segment, have been allocated to each of the segments. Certain amounts in the
fiscal 2013 segment tables have been reclassified to conform to the fiscal 2014 presentation to reflect all segment
information on a comparable basis. Additionally, with the sale and discontinuation of the RF Neulink and RadioMo-
bile divisions during fiscal 2013, the segment information has been adjusted as these divisions are reflected within
discontinued operations. Accounts receivable, inventory, property and equipment, 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 de-
rives a portion of its revenue from export sales. The Company attributes sales to geographic areas based on the loca-
tion of the customers. The following table presents the sales of the Company by geographic area for the years ended
October 31, 2014 and 2013 (in thousands):
United States
Foreign Countries:
Canada
Israel
Mexico
All Other
Totals
2014
2013
$ 21,452
$ 35,115
531
321
527
284
1,663
638
289
413
170
1,510
$ 23,115
$ 36,625
Net sales, income (loss) from continuing operations before provision for income taxes and other related segment
information for the years ended October 31, 2014 and 2013 are as follows (in thousands):
35
RF Connector
and
Cable Assembly
Cables
Unlimited
Medical
Cabling and
Interconnector
Corporate
Total
$ 13,156
$ 7,247
$ 2,712
$ -
$ 23,115
2,161
186
5,818
(478)
380
6,804
588
26
567
24
-
15,840
2,295
592
29,029
$ 14,254
$ 19,329
$ 3,042
$ -
$ 36,625
2,105
232
6,656
3,888
357
7,659
723
44
813
6
19
13,962
6,722
652
29,090
2014
Net sales
Income (loss) from continuing
operations before provision for
income taxes
Depreciation and amortization
Total assets
2013
Net sales
Income from continuing operations
before provision for income taxes
Depreciation and amortization
Total assets
Note 7 - Income tax provision
The provision (benefit) for income taxes for the fiscal years ended October 31, 2014 and 2013 consists of the
following (in thousands):
Current:
Federal
State
Deferred:
Federal
State
2014
2013
$ 839
180
1,019
$ 1,650
191
1,841
(54)
(6)
(60)
146
(7)
139
$ 959
$ 1,980
Income tax at the federal statutory rate is reconciled to the Company’s actual net provision for income taxes as
follows (in thousands, except percentages):
36
Income tax at Federal statutory rate
State tax provision, net of Federal tax benefit
Nondeductible differences:
ISO stock options, net
Qualified domestic production activities deduction
Other
R&D credit
Other
Provision for income taxes
2014
2013
Amount
$ 780
135
54
(32)
28
(6)
-
$ 959
% of Pretax
Income
Amount
% of Pretax
Income
34.0% $ 2,286
227
5.9%
2.4%
-1.4%
1.1%
-0.2%
-
(324)
(87)
40
(87)
(75)
41.8% $ 1,980
34.0%
3.3%
-4.8%
-1.3%
0.6%
-1.3%
-1.1%
29.4%
The Company’s total deferred tax assets and deferred tax liabilities at October 31, 2014 and 2013 are as fol-
lows (in thousands):
Current Assets:
Allowance for doubtful accounts
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:
Amortization / intangible assets
Depreciation / equipment and furnishings
Net long-term deferred tax liabilities
2014
2013
$ 12
118
26
162
97
1
416
$ 40
144
25
173
103
10
495
76
90
(618)
(269)
(811)
(708)
(332)
(950)
Total deferred tax liabilities
$ (395)
$ (455)
The Company had no unrecognized tax benefits nor any gross liability for unrecognized tax benefits at
October 31, 2014 and 2013.
As of October 31, 2014 and October 31, 2013, $0 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, 2010
through October 31, 2014 remain subject to examination.
37
Note 8 - Stock options
Incentive and non-qualified stock option plans
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 was authorized to grant options to purchase shares of common stock to
officers, directors, key employees and others providing services to the Company. The 2000 Option Plan expired in
May 2010. At the time of expiration, the 2000 Plan had authorized the Company to grant options to purchase a total
of 1,320,000 shares. Upon the expiration of the 2000 Plan, the Company was no longer able to grant any stock op-
tions to its employees, officers and directors. Accordingly, as of October 31, 2014, no shares are available for future
grant under the 2000 Option Plan.
On March 9, 2010, the Company’s Board of Directors adopted the RF Industries, Ltd. 2010 Stock Incentive
Plan (the “2010 Plan”). In June 2010, the Company’s stockholders approved the 2010 Plan by vote as required by
the NASDAQ Capital Market listing standards. An aggregate of 1,000,000 shares of common stock was set aside
and reserved for issuance under the 2010 Plan. The Company’s shareholders approved the issuance of an additional
500,000 shares of common stock at its annual meeting held on September 5, 2014. As of October 31, 2014, 580,842
shares of common stock were remaining for future grants of stock options under the 2010 Plan.
Additional disclosures related to stock option plans
The fair value of each option granted in 2014 and 2013 was estimated on the grant date using the Black-Scholes
option pricing model with the following assumptions:
Weighted average volatility
Expected dividends
Expected term (in years)
Risk-free interest rate
Weighted average fair value of options granted during the year
Weighted average fair value of options vested during the year
2014
2013
54.4%
4.8%
5.6
1.31%
$ 1.83
$ 4.24
42.9%
4.2%
3.5
0.36%
$ 1.12
$ 1.06
Expected volatilities are based on historical volatility of the Company’s stock price and other factors. The
Company used the historical method to calculate the expected life of the 2014 option grants. The expected life rep-
resents 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.
Additional information regarding all of the Company's outstanding stock options at October 31, 2014 and 2013
and changes in outstanding stock options in 2014 and 2013 follows:
38
2014
2013
Shares or
Price Per
Share
Weighted
Average
Exercise
Price
Shares or
Price Per
Share
Weighted
Average
Exercise
Price
Options outstanding at beginning of year
988,215
$ 2.24
2,004,781
$ 2.25
Options granted
Options exercised
Options forfeited
Options outstanding at end of year
Options exercisable at end of year
328,903
$ 5.83
176,267
$ 4.80
(204,683)
$ 2.80
(1,096,750)
(67,503)
$ 2.10
(96,083)
$ 2.52
$ 4.01
1,044,932
$ 3.27
988,215
$ 2.24
748,843
$ 2.38
743,169
$ 1.96
Options vested and expected to vest at end of year
1,040,541
$ 3.25
972,015
$ 2.21
Option price range at end of year
$0.05 - $6.91
Aggregate intrinsic value of options exercised during year
$ 1,103,000
$0.05 - $6.42
$ 4,137,000
Weighted average remaining contractual life of options outstanding as of October 31, 2014: 5.18 years
Weighted average remaining contractual life of options exercisable as of October 31, 2014: 4.30 years
Weighted average remaining contractual life of options vested and expected to vest as of October 31, 2014: 5.19 years
Aggregate intrinsic value of options outstanding at October 31, 2014: $1.7 million
Aggregate intrinsic value of options exercisable at October 31, 2014: $1.8 million
Aggregate intrinsic value of options vested and expected to vest at October 31, 2014: $1.7 million
As of October 31, 2014, $524,000 of expense with respect to nonvested share-based arrangements has yet to be
recognized which is expected to be recognized over a weighted average period of 5.95 years.
Non-employee directors receive $30,000 annually, which amount is paid one-half in cash and one-half through
the grant of non-qualified stock options to purchase shares of the Company’s common stock. During the year ended
October 31, 2014, the Company granted each of its three non-employee directors options to purchase 7,860 shares.
The number of stock option shares granted to each director was determined by dividing $15,000 by the fair value of a
stock option grant using the Black Scholes model ($1.91 per share). These options vest ratably over fiscal year 2014.
Note 9 - Retirement plan
The Company has a 401(K) plan available to its employees. For the year ended October 31, 2014, the Company
paid $152,000, which amount represented 3% of eligible employee earnings under its Safe Harbor Non-elective
Employer Contribution Plan.
For the year ended October 31, 2013, the Company sponsored a deferred savings and profit sharing plan where
substantially all of its employees could participate in and make voluntary contributions to this defined contribution
plan after they met certain eligibility requirements. The Company did not make contributions to the plan in 2013.
Note 10 - Related party transactions
The note receivable from stockholder of $67,000 at October 31, 2014 and 2013 is due from the Chief Executive
Officer of the Company, bears interest at 6%, payable annually, and has no specific due date. The note is collateral-
ized by personal property owned by the Chief Executive Officer.
39
A former director of the Company is an employee of a public relations firm currently used by the Company. For
the fiscal years ended October 31, 2014 and 2013, the Company paid the firm $18,000 and $6,000, respectively, for
services rendered by that firm.
Note 11 - Cash dividend and declared dividends
The Company paid dividends of $0.07 per share during the three months ended October, 31, 2014, July 31,
2014, April 30, 2014 and January 31, 2014 for a total of $2.3 million. The Company paid dividends of $0.07 per
share during the three months ended October 31, 2013, July 31, 2013 and April 30, 2013 and $0.10 per share during
the three months ended January 31, 2013 for a total of $2.3 million during the year ended October 31, 2013.
Note 12 - Commitments
The Company leases its facilities in San Diego, California, Yaphank, New York and Las Vegas, Nevada under
non-cancelable operating leases. The Company amended its San Diego lease in April 2014 extending the term of
the lease and reducing its square footage. The amended lease expires in March 2017 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, included in accrued expenses and
other long-term liabilities, were $6,000 as of October 31, 2014 and $15,000 as of October 31, 2013. 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.
Rent expense under all operating leases totaled approximately $576,000 and $652,000 in 2014 and 2013, re-
spectively.
Minimum lease payments under these non-cancelable operating leases in each of the years subsequent to Octo-
ber 31, 2014 are as follows (in thousands):
Year ending October 31,
2015
2016
2017
2018
Total
Amount
$ 501
406
131
11
$ 1,049
Note 13 - Legal proceedings
On May 24, 2013, Peter Wyndham, a former employee of the Company, filed a complaint with the San Diego,
California office of the U.S. Department of Labor-OSHA alleging retaliatory employment practices in violation of
the whistleblower provisions of the Sarbanes-Oxley Act (Peter Wyndham vs. RF Industries, Ltd., Case No. 9-3290-
13-087). The complaint alleged that Mr. Wyndham was terminated in November 2012 in retaliation for making
disclosures relating to alleged fraudulent accounting practices and lack of compliance with U.S. GAAP; violations of
multiple Securities and Exchange Commission rules and regulations; and fraud against the shareholders. The com-
plaint did not seek any specified amount of damages. The Company disputed the retaliation claim and notified its
employment practices liability insurance carrier of the demand. Mr. Wyndham has withdrawn his OSHA complaint.
On November 21, 2014, Peter Wyndham filed a complaint for damages against the Company in the United
States District Court for the Southern District of California (Peter Wyndham vs. RF Industries, Ltd., Case No.
14CV2792WQHBGS) for violation of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and
40
Consumer Protection Act, and wrongful termination in violation of public policy. The complaint does not make a
demand for any specific sum of damages, but does make a demand for, among other relief, an unspecified amount of
compensatory damages (including lost past and future wages and benefits), emotional distress damages, pay in lieu of
reinstatement, and punitive damages. The matter has been tendered to the Company’s insurance carrier for defense
and indemnification, and counsel appointed by the insurance carrier currently represents the Company in the matter.
Note 14 - Line of credit
In March 2014, the Company entered into an agreement for a line of credit (“LOC”) in the amount of $5.0
million. Amounts outstanding under the LOC shall bear interest at a rate of 3.0% plus LIBOR (“base interest rate”),
with interest payable on the last day of each month. All principal outstanding under the LOC which is not bearing
interest at a base interest rate shall bear interest at Union Bank’s Reference Rate, as defined, which rate shall vary.
Borrowings under the LOC are secured by a security interest in certain assets of the Company. The LOC contains
certain loan covenants as described in the agreement. Failure to maintain the loan covenants shall constitute an event
of default resulting in all outstanding amounts of principal and interest becoming immediately due and payable. All
outstanding principal and interest is due and payable on June 30, 2016. As of October 31, 2014, no amounts were
outstanding under the LOC.
Note 15 - Stock Repurchase Program
During April 2014, the Company announced that its Board of Directors authorized the repurchase of up to
500,000 shares of its common stock. The share repurchase program may be suspended or terminated at any time with-
out prior notice. As of October 31, 2014, the Company repurchased and retired 22,828 shares pursuant to the program.
Note 16 - Subsequent events
On November 20, 2014 the Board of Directors of the Company declared a quarterly dividend of $0.07 per share
to be paid on January 15, 2015 to shareholders of record on December 31, 2014.
On January 20, 2015, the Company purchased 100% of the issued and outstanding shares of Comnet Telecom
Supply, Inc. from Robert Portera, the sole shareholder of Comnet Telecom. Comnet Telecom is a New Jersey based
manufacturer and supplier of telecommunications and data products, including fiber optic cables, cabling technolo-
gies, custom patch cord assemblies, data center consoles, and other data center equipment. Comnet Telecom is a
New York corporation that was formed in 1993. At the closing, the Company paid Mr. Portera $4,150,000 in cash
and stock, and agreed to pay him up to an additional $1,360,000 in cash as an earn-out over the next two years
if Comnet Telecom meets certain financial milestones in the next two years. The purchase price paid at the clos-
ing consisted of $3,050,000 in cash (of which $300,000 was deposited into a bank escrow account for one year as
security for the seller’s indemnification obligations under the stock purchase agreement), and 252,381 shares of the
Company’s unregistered common stock, which shares were valued at $1,060,000 based on a per share price of $4.20
(the volume weighted average price of the Company’s common stock during the five trading days before the closing
date). Comnet Telecom will be operated as a stand-alone subsidiary for at least the next two years. The Company
entered into a two-year employment agreement with Mr. Portera pursuant to which Mr. Portera will be the President
of Comnet Telecom. Under the employment agreement, Mr. Portera’s base salary will be $210,000 per year. Mr.
Portera will also be entitled to earn an annual bonus of up to 50% of his base salary. Since the acquisition of Comnet
Telecom was effective for financial accounting purposes as of November 1, 2014, Comnet Telecom’s financial re-
sults will be included in the results of the Fiber Optics segment for the entire fiscal year ending October 31, 2015.
41
Board of Directors
Corporate Staff
Service Providers
Richard “Joe” LaFay
President/General Manager
RF Connectors Division
Conrad Neri
VP Operations
RF Industries
Robert Macias
VP Product Assurance
RF Industries
President/General Manager
Aviel Electronics division
Manny Gutsche
VP Sales and Marketing
RF Industries
Angela Sutton
VP Human Resources
RF Industries
Brian Hough
VP Business Development
RF Industries
Marvin H. Fink
Chairman
Howard F. Hill
Director
Darren Clark
Director
President of Cables
Unlimited Division
William L. Reynolds
Director
Joseph Benoit
Director
Executive Officers
Johnny Walker
President and CEO
Darren Clark
President of Cables
Unlimited Division
Mark Turfler
CFO and Corporate Secretary
Independent Auditors
CohnReznick LLP
9255 Towne Centre Dr, Ste 250
San Diego, CA 92121
Securities Counsel
TroyGould PC
1801 Century Park East, 16th Floor
Los Angeles, CA 90067
Transfer Agent and Registrar
Continental Stock Transfer
& Trust Co.
17 Battery Place South, 8th Floor
New York, NY 10004
Public Relations
Jacobs Consulting Corporation
1622 S. Durango Ave
Los Angeles, CA 90065
Common Stock
NASDAQ Global Market
Exchange Symbol: RFIL
Annual Meeting
September 4, 2015
10 a.m. PDST
Offices of TroyGould PC
1801 Century Park East, 16th Floor
Los Angeles, CA 90067
Annual Reports, 10Ks, 10Qs and news releases are available at www.rfindustries.com, rfi@rfindustries.com
or by contacting Mark Turfler at (858) 549-6340 or (800) 233-1728
42
RF INDUSTRIES, LTD.
7610 MiraMar road
San diego, Ca 92126
(858) 549-6340 or (800) 233-1728
fax: (858) 549-6345
eMail: rfi@rfindustries.com
web: www.rfindustries.com