UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): March 12, 2020

 

  RF INDUSTRIES, LTD.  
  (Exact name of registrant as specified in its charter)  

 

Nevada 

(State or Other Jurisdiction
of Incorporation)

0-13301 

(Commission File Number)

88-0168936 

(I.R.S. Employer
Identification No.)

 

7610 Miramar Road, Bldg. 6000

San Diego, California 92126-4202

(Address of Principal Executive Offices)

 

(858) 549-6340

(Registrant’s Telephone Number)

 

 

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
     
Common Stock, $0.01 par value per share RFIL NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 12, 2020, RF Industries, Ltd. (the “Company”) issued a press release announcing information regarding the Company’s financial results for the first quarter of fiscal 2020 ended January 31, 2020. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished under this Item 2.02, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by reference in any subsequent filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in such filing.

 

Item 7.01 Regulation FD Disclosure.

 

The Company from time to time makes presentations at conferences and to analysts, current stockholders, potential investors and others, and has prepared presentation materials that the Company intends to use in this regard. A copy of the presentation materials to be used is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information contained in this Item 7.01 and in Exhibit 99.2 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filings made by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.

 

Item 9.01 Financial Statements and Exhibits

 

 (d)       Exhibits.

 

Exhibit No.   Description
99.1   Press Release of RF Industries, Ltd., dated March 12, 2020.
     
99.2   RF Industries Q1 2020 Investor Presentation.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

March 12, 2020 By: /s/ Robert Dawson
    Robert Dawson
    President and Chief Executive Officer

 

 

 

Exhibit 99.1

 


FOR IMMEDIATE RELEASE
 

Contacts:

 

RF Industries Ltd.

Mark Turfler 

SVP/CFO 

(858) 549-6340 

rfi@rfindustries.com

 

 

 

MKR Investor Relations

Todd Kehrli

Analyst/Investor Contact 

(323) 468-2300 

rfil@mkr-group.com

 

RF Industries Reports Sales Increase of 17% in First Quarter of Fiscal 2020

 

Declares Quarterly Cash Dividend of $0.02 per Common Share

 

SAN DIEGO, CA, March 12, 2020 RF Industries, Ltd, (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced its financial results for the first quarter of fiscal 2020 ended January 31, 2020.

 

First Quarter Fiscal 2020 Highlights and Operating Results:

 

· Net sales increased 17% year over year to $12.4 million
· Net income was $26,000, or $0.00 per diluted share
· Non-GAAP net income was $241,000, or $0.02 per diluted share
· Adjusted EBITDA was $471,000
· Declared $0.02 per share dividend, the Company’s 39th consecutive quarterly dividend

 

Robert Dawson, President and CEO of RF Industries, commented:

 

“Our first quarter is typically our lightest quarter, though we did grow 17% over last year. In addition to the usual seasonal factors, the softer industry-wide spending by wireless carriers contributed to lower project sales than originally expected. Fortunately, our distribution business continues to be diverse and healthy and, while spend from the wireless carriers was extremely light during the quarter, we are seeing signs of improvement in our second quarter. Our bookings have picked up across all divisions and backlog has increased in the second quarter to date. Looking forward, we maintain a solid balance sheet with no debt and a strong cash position. While we are unsure of the full economic impact of the coronavirus and we acknowledge that it may present a short-term speed bump in our growth, we are focused on mitigating the impact. We will continue to execute on our long-term growth plan through active management and strong customer relationships.”

 

First Quarter Fiscal 2020 Results

 

Net sales in the first quarter of fiscal 2020 were $12.4 million, an increase of 17%, or $1.8 million, compared to $10.6 million in the first quarter of fiscal 2019. The year-over-year increase in net sales reflects sales contribution from the Company’s acquisition of Schroff Technologies and C Enterprises.

 

Gross profit for the first quarter was $3.3 million compared to $3.1 million in the first quarter last year. Gross margins were 26.2% of net sales, compared to 29.5% of net sales in the fiscal 2019 first quarter. The decline in margins was primarily due to product mix at the Custom Cabling segment driven by lower margins at the C Enterprises subsidiary.

 

Total operating expenses increased $0.9 million to $3.3 million (26.2% of net sales) compared to $2.4 million (22.2% of net sales) in the first quarter last year primarily due to the absorption of the additional selling and general expenses of newly acquired Schroff Technologies and C Enterprises. Total operating expenses in the current quarter included 1) $187,000 in stock-based compensation expense, an increase of $73,000 over the first quarter last year, due in part to compensation costs related to the Company’s recently hired Chief Revenue Officer, 2) $173,000 of amortization expense, an increase of $104,000 over last year, as a result of the acquisition of Schroff Technologies and 3) acquisition-related costs of $28,000, also due to the Schroff Technologies acquisition, an increase of $24,000 over last year.

 

 

 

 

Net income for the first quarter of fiscal 2020 was $26,000, or $0.00 per diluted share, compared to $640,000, or $0.07 per diluted share, in the first quarter last year.

 

Non-GAAP net income for the first quarter fiscal 2020 was $241,000, or $0.02 per diluted share, compared to $758,000, or $0.08 per diluted share in the first quarter last year. For the first quarter fiscal 2020, non-GAAP adjustments included $187,000 in stock based compensation expense, an increase of $73,000 compared to $114,000 in the first quarter last year. Non-GAAP net income for the first quarter fiscal 2020 also included a $28,000 adjustment for acquisition related costs and expenses associated with the acquisition of Schroff Technologies compared to $4,000 in the first quarter last year.

 

Adjusted EBITDA for the first quarter fiscal 2020 was $471,000, compared to $1,041,000 in the first quarter last year. For the first quarter fiscal 2020, adjusted EBITDA included $187,000 stock-based compensation expense, and $28,000 in acquisition-related costs and expenses, as described above. Adjusted EBITDA for the first quarter fiscal 2020 also included $173,000 amortization expense, an increase of $104,000 compared to $69,000 in the first quarter last year primarily due to the impact of acquiring Schroff Technologies.

 

Balance Sheet Data; Dividends

 

At January 31, 2020, the Company reported working capital of $23.8 million, including cash and cash equivalents of $14.4 million, a current ratio of 5.4-to-1 and no outstanding debt.

 

At its March 5, 2020 meeting, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per common share, payable on April 15, 2020 to stockholders of record on March 31, 2020. 

 

Cash dividends are made at the discretion of the Board of Directors, subject to applicable laws, and depend on a number of factors, including the Company's financial condition, results of operations, capital requirements, plans for future acquisitions, contractual restrictions, general business conditions and other factors considered relevant by our Board of Directors.

 

Conference Call and Webcast

 

RF Industries will host a conference call and live webcast today at 1:30 p.m. Pacific Time (4:30 p.m. ET) to discuss its first quarter 2020 financial results. To access the conference call, dial 888-394-8218 (US and Canada) or 323-794-2591 (International). The conference ID is 2522210. In addition, a live and archived webcast of the conference call will be accessible on the investor relations section of the Company’s website at www.rfindustries.com. A phone replay of the conference call will also be available beginning approximately two hours after conclusion of the call and will remain available for two weeks. To access the phone replay, dial 844-512-2921 (US and Canada) or 412-317-6671 (International). The replay conference ID is 2522210.

 

 

 

 

About RF Industries

 

RF Industries designs and manufactures a broad range of interconnect products across diversified, growing markets including wireless/wireline telecom, data communications and industrial. The Company's products include RF connectorscoaxial cablesdata cableswire harnessesfiber optic cables, custom cabling, energy-efficient cooling systems and integrated small cell enclosures. The Company is headquartered in San Diego, California with additional operations in Long Island, New York, Vista, California, Milford, Connecticut and North Kingstown, Rhode Island. Please visit the RF Industries website at www.rfindustries.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements with respect to future events, including higher sales, increased future demand for the Company's products, and future net sales goals, which are subject to a number of factors that could cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to: changes in the telecommunications industry; the Company's reliance on certain distributors and customers for a significant portion of anticipated revenues; the impact of existing and additional future tariffs imposed by U.S and foreign nations; the Company's ability to execute on its new go-to-market strategies and channel models; its ability to expand its OEM relationships; its ability to continue to deliver newly designed and custom fiber optic and cabling products to principal customers; its ability to maintain strong margins and diversify its customer base; uncertainty regarding the impact of the Coronavirus outbreak on its supply chain; and its ability to address the changing needs of the market.  Further discussion of these and other potential risk factors may be found in the Company's public filings with the Securities and Exchange Commission (www.sec.gov) including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. All forward-looking statements are based upon information available to the Company on the date they are published and the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or new information after the date of this release.

 

Note Regarding Use of Non-GAAP Financial Measures

 

To supplement our condensed financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including adjusted earnings before interest, taxes, depreciation, amortization (Adjusted EBITDA), non-GAAP net income and non-GAAP earnings per diluted share (non-GAAP EPS). We believe these financial measures provide useful information to investors with which to analyze our operating trends and performance.

 

In computing Adjusted EBITDA, non-GAAP net income, and non-GAAP EPS, we exclude stock-based compensation expense, which represents non-cash charges for the fair value of stock options and other non-cash awards granted to employees, and acquisition related costs and expenses. For Adjusted EBITDA we also exclude depreciation, amortization, and provision for income taxes. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company's non-cash operating expenses, we believe that providing non-GAAP financial measures that exclude non-cash expense and non-recurring costs and expenses allows for meaningful comparisons between our core business operating results and those of other companies, as well as providing us with an important tool for financial and operational decision-making and for evaluating our own core business operating results over different periods of time.

 

Our Adjusted EBITDA, non-GAAP net income, and non-GAAP EPS measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. Our Adjusted EBITDA, non-GAAP Net income, and non-GAAP EPS are not measurements of financial performance under GAAP, and should not be considered as an alternative to operating or net income or as an indication of operating performance or any other measure of performance derived in accordance with GAAP. We do not consider these non-GAAP measures to be a substitute for, or superior to, the information provided by GAAP financial results. A reconciliation of specific adjustments to GAAP results is provided in the last two tables at the end of this press release.

 

# # #

 

(tables attached)

 

 

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED) (In thousands, except share and per share amounts)

 

    Three Months Ended  
    January 31,  
    2020     2019  
             
Net sales   $ 12,414     $ 10,647  
Cost of sales     9,161       7,502  
                 
Gross profit     3,253       3,145  
                 
Operating expenses:                
Engineering     596       320  
Selling and general     2,656       2,039  
Total operating expenses     3,252       2,359  
                 
Operating income     1       786  
                 
Other income     11       22  
                 
Income before provision/(benefit) for income taxes     12       808  
Provision/(benefit) for income taxes     (14 )     168  
                 
Net income   $ 26     $ 640  
                 
Net income per share - Basic   $ 0.00     $ 0.07  
Net income per share - Diluted   $ 0.00     $ 0.06  
                 
Weighted average shares outstanding:                
Basic     9,564,533       9,309,454  
Diluted     9,873,336       9,838,154  

 

 

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES  

CONDENSED CONSOLIDATED BALANCE SHEETS  

(in thousands, except share and per share amounts)

 

    Jan. 31,     Oct. 31,  
    2020     2019  
ASSETS   (unaudited)     (audited)  
CURRENT ASSETS                
Cash and cash equivalents   $ 14,390     $ 12,540  
Trade accounts receivable, net     5,745       12,190  
Inventories, net     8,390       8,245  
Other current assets     721       685  
TOTAL CURRENT ASSETS     29,246       33,660  
                 
Property and equipment, net     867       839  
Right of use asset, net     2,024       --  
Goodwill     2,753       1,340  
Amortizable intangible assets, net     3,700       1,092  
Non-amortizable intangible assets     1,174       657  
Other assets     68       112  
TOTAL ASSETS   $ 39,832     $ 37,700  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
CURRENT LIABILITIES                
Accounts payable   $ 1,220     $ 2,406  
Accrued expenses     3,311       3,653  
Income taxes payable     --       21  
Other current liabilities     933       --  
TOTAL CURRENT LIABILITIES     5,464       6,080  
                 
Deferred tax liabilities     18       --  
Operating lease liabilities     1,191       --  
Other long-term liabilities     1,215       87  
TOTAL LIABILITIES     7,888       6,167  
                 
COMMITMENTS AND CONTINGENCIES                
                 
STOCKHOLDERS' EQUITY                
Common stock, authorized 20,000,000 shares of $0.01 par value;                
9,745,135 and 9,462,267 shares issued and outstanding at                
January 31, 2020 and October 31, 2019, respectively     98       95  
Additional paid-in capital     22,524       21,949  
Retained earnings     9,322       9,489  
TOTAL STOCKHOLDERS' EQUITY     31,944       31,533  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 39,832     $ 37,700  

 

 

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of GAAP to non-GAAP Net Income

(In thousands, except per share amounts)

 

    Three Months Ended January 31,  
    2020     2019  
Net income   $ 26     $ 640  
Stock-based compensation expense     187       114  
Acquisition-related costs     28       4  
Non-GAAP net income   $ 241     $ 758  
                 
Non-GAAP net income per share:                
Basic   $ 0.03     $ 0.08  
Diluted   $ 0.02     $ 0.08  
                 
Weighted average shares outstanding                
Basic     9,565       9,309  
Diluted     9,873       9,838  

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of Net Income to Adjusted EBITDA

(In thousands)

 

    Three Months Ended January 31,  
    2020     2019  
Net income   $ 26     $ 640  
Stock-based compensation expense     187       114  
Acquisition-related costs     28       4  
Amortization expense     173       69  
Depreciation expense     82       68  
Other income     (11 )     (22 )
Provision for income taxes     (14 )     168  
Adjusted EBITDA   $ 471     $ 1,041  

 

 

 

Exhibit 99.1

© RF Industries Ltd. | 1 Leading Designer and Manufacturer of Interconnect Products NASDAQ: RFIL

 

 

© RF Industries Ltd. | 2 Forward - looking statements contained in this presentation involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward - looking statements . Forward - looking statements may include, but are not limited to, statements relating to our outlook or expectations for earnings, revenues, expenses, asset quality, volatility of our common stock, financial condition or other future financial or business performance, strategies, expectations, or business prospects, or the impact of legal, regulatory or supervisory matters on our business, results of operations or financial condition . Forward - looking statements can be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions . Forward - looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward - looking statements . Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” in our Form 10 - K filed with the SEC and any subsequent filings under the Exchange Act and in our other SEC filings . Additionally, there may be other factors that could preclude us from realizing the predictions made in the forward - looking statements . We operate in a continually changing business environment and new factors emerge from time to time . We cannot predict such factors or assess the impact, if any, of such factors on our financial position or results of operations . All forward - looking statements included in this presentation speak only as of the date of this presentation and you are cautioned not to place undue reliance on any such forward - looking statements . Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward - looking statements to reflect any events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events . This presentation does not constitute an offer to sell or buy securities, and no offer or sale will be made in any state or jurisdiction in which such offer or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction . Safe Harbor Statement

 

 

© RF Industries Ltd. | 3 Executive Team Mark Turfler Senior Vice President and CFO ▪ Joined: June 2013 Robert Dawson President and CEO ▪ Joined: July 2017 ▪ Added to Board: July 2018 Prior Industry Experience 2014 - 2016 President and CEO, Vision Technology Services 2007 – 2013 TESSCO Technologies, VP of Sales 2000 – 2007 NetForce Solutions (acquired by TESSCO) Finance Experience 35 years of accounting and finance experience PricewaterhouseCoopers Certified Public Accountant Wireless/Telecom industry experience

 

 

© RF Industries Ltd. | 4 We’ve Seen A Significant Improvement In Our Results! $21.6 $23.0 $50.2 $55.3 2016 2017 2018 2019 Revenue (in millions) ($4.1) $0.4 $5.8 $3.5 2016 2017 2018 2019 Net Income (in millions)

 

 

© RF Industries Ltd. | 5 : RFIL Headquarters San Diego, CA 5 production locations (3 Northeast, 2 Southwest) Corning Gold, ISO 9001: 2008 Certified Founded 1979 IPO 1984 Employees 300 Statistics 3/11/20 Stock Price $5.26 52 Week Low - High $5.25 / $8.89 Avg. Vol. (3 months) 34K Shares Outstanding 9.6M EV to Sales (TTM) .83x Insider Holdings 14% Institutional Holdings 37% Market Cap $58M Return on Capital (TTM) 8% Return on Equity (TTM) 12% Customers: Distribution 4,000 – 5,000 OEM 450+ Dividend: 39 consecutive quarterly dividends o f at least $0.02 / share Fiscal Year End Oct. 31

 

 

© RF Industries Ltd. | 6 RF Coaxial Connectors RF Coaxial Adapters Low PIM Products Passive Components Coaxial Cable Assemblies Fiber Optic Cable Assemblies FTTA Cable Assemblies Wiring Harnesses

 

 

© RF Industries Ltd. | 7 Cell Tower Site Materials Cable assemblies and components for small cell applications to support densification of 4G and 5G Networks. Small Cells Distributed Antenna System (DAS) Design, Engineer and Build Hybrid Fiber & Power Cables for 4G and 5G Network Deployment (You can’t buy this stuff “off the shelf”!) Our components are used to provide enhanced wireless coverage in commercial office buildings, offices, hotels, hospitals, stadiums, and more.

 

 

© RF Industries Ltd. | 8 Advanced Oilfield Technology Aerospace Build control wiring for drilling equipment Build & test control stick wiring for flight control stick for military helicopters Transportation Transit doors and gates - designed for light and heavy rail applications

 

 

© RF Industries Ltd. | 9 N.A. Cable Assembly Market = $33.4B ₂ Global Connector Market = $80.4B by 2023 ₁ 5G Build - Out Spend = $130B in 2024 ₃ DAS Market = $8B growing to $18B in 2026 ⁴ 1 Source: Lucintel , February 2018, 2 Source: Bishop & Associates, May 2017, 3 Source: Deloitte, July 2017, 4 Source: Transparency Market Res ear ch, August 2018, 5 Source: CTIA Small Cell= 80% of future infrastructure deployments will be small cells. 5 “5G will transform industries and should be viewed as a business strategy for all.” - Steve Mollenkopf, CEO, Qualcomm

 

 

© RF Industries Ltd. | 10 Distribution – 60% Biggest opportunities are in distribution centric markets (force multiplier) • Access to thousands of customers • No A/R collection issues (99% of sales are in US and Canada) • No inventory obsolescence issues • Focus on what we do best Direct/OEM – 40% • Highly customized cable assemblies and wiring harnesses that “disappear” into other people’s products • Leverage our long standing relationships with these blue chip customers to be a part of their long - term business

 

 

© RF Industries Ltd. | 11 Distribution Partners OEM Customers

 

 

Our Value Proposition and Differentiation Who’s Our Competition? Large Competitors Small Competitors Local/Regional ▪ Fast – Faster lead times than larger competitors ▪ Flexible – Customized product (labor intensive; can’t buy off the shelf) ▪ High Quality – High quality product (ISO 9001 certified; Corning Gold House certified, no failures in the field) ▪ Competitive Pricing – Typically has similar or lower pricing than the competition © January 9, 2019 RF Industries Ltd. | 12 Multinational with Broad Offering

 

 

© RF Industries Ltd. | 13 Annual Financial Performance (ended Oct. 31) $21.6 $23.0 $50.2 $55.3 2016 2017 2018 2019 Revenue (in millions) ($4.1) $0.4 $5.8 $3.5 2016 2017 2018 2019 Net Income (in millions) - 4% +6% +118% +10% Year - over - Year Growth Rate - 19.0% 1.7% 11.6% 6.3% Net Margin ($0.46) $0.04 $0.61 $0.36 2016 2017 2018 2019 Diluted EPS from Net Income - 518% +109% +1425% - 41% Year - over - Year Growth Rate

 

 

© RF Industries Ltd. | 14 Quarterly Revenue Trend $4.8 $5.3 $5.9 $7.0 $8.0 $20.5 $11.8 $9.9 $10.6 $13.6 $15.5 $15.5 $12.4 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Revenue (in millions) 0.0% - 1.9% +5.4% +20.7% +66.7% +286.8% +100.0% +41.4% +32.5% - 33.7% +31.4% +56.6% +17.0% Year - over - Year Growth Rate

 

 

© RF Industries Ltd. | 15 Q1 Financial Performance $4.8 $8.0 $10.6 $12.4 2017 2018 2019 2020 Revenue (in millions) ($194) $454 $640 $26 2017 2018 2019 2020 Net Income (in thousands) +1.9% - 0.3% +66.1% +33.6% Year - over - Year Growth Rate - 4.4% 3.8% 6.0% 0.2% Net Margin ($0.02) $0.05 $0.07 $0.00 2017 2018 2019 2020 Diluted EPS - 50% +350% +40% - 100% Year - over - Year Growth Rate

 

 

© RF Industries Ltd. | 16 Q1 Financial Performance (Non - GAAP Net Income and Adjusted EBITDA) ($303) ($143) $529 $758 $241 2016 2017 2018 2019 2020 Non - GAAP Net Income (1) (in thousands) ($482) ($140) $671 $1,041 $471 2016 2017 2018 2019 2020 Adjusted EBITDA (2) (in thousands) - 259.5% +52.8% +469.9% +33.6% - 68.2% Year - over - Year Growth Rate - 359.0% +71.0% +579.3% +55.1% - 54.8% Year - over - Year Growth Rate (1) See reconciliation to net income on slide #32. (2) See reconciliation to net income on slide #33

 

 

© RF Industries Ltd. | 17 $5.2 $16.3 $12.5 $14.4 2017 2018 2019 Q1 2020 Cash Balances (in millions) Balance Sheet Supports Growth $ in millions Oct.31, 2018 Oct. 31, 2019 Jan. 31, 2020 Cash $16.3 $12.5 $14.4 Total Assets $32.5 $ 37.7 $39.8 Stockholders’ Equity $27.8 $ 31.5 $31.9 Total Debt $0 $0 $0

 

 

© RF Industries Ltd. | 18 ▪ Organic ▪ Run rate business ▪ Core fast - turn production ▪ 10 - 15% annual growth ▪ Project business transitioning to long - term relationships ▪ Get our product spec’d in customer projects and included on customer BOMs ▪ Deliver a quality, customized solution where others cannot ▪ Convert this into run rate business ▪ Inorganic ▪ Active M&A mode ▪ Diversify customer base ▪ Good cultural fit with management talent ▪ Reliable proprietary product that does not overlap what we currently sell ▪ Relevant customer base/market segment

 

 

© RF Industries Ltd. | 19 C Enterprises – Acquisition announced March 11, 2019 ; Based in Vista, California ▪ West coast fiber optic manufacturing capabilities ▪ Corning Gold certificate member ; 2019 revenues of $ 7.2M (for 7 ½ months) ▪ Expected to be accretive to earnings in fiscal 2020 ; Brings strong fiber optic and copper product offering that is scalable and complementary ; Strengthens our small cell product offer to wireless carrier market

 

 

© RF Industries Ltd. | 20 Schroff Tech – Acquisition announced November 4, 2019 ; Based in Rhode Island ▪ Manufacturer of products serving the high growth wireless, telecom and cable markets ▪ Two primary products: ▪ Energy efficient cooling system for wireless base stations ▪ Family of custom designed, pole ready 5G small cell integrated enclosures ; 2019 unaudited first nine - months revenues of $5.8M ▪ Expected to be immediately accretive to earnings ; Strengthens our small cell product offer to wireless carrier market

 

 

© RF Industries Ltd. | 21 ; Building a platform for long term growth ; Deliver more consistent and predictable results ; 3 - year plan to grow to $100 million in sales ; Organic growth – low to mid - teens annual revenue growth – leveraging distribution and OEM relationships ; Inorganic growth – remain committed to adding another $20 - $30 million in sales through further strategic M&A

 

 

© RF Industries Ltd. | 22 ; Our products are everywhere and make lots of things work ; Recent results have delivered revenue growth plus a long - standing dividend ; Our new sales model is driving growth ; We’re faster and more flexible while delivering high quality customized products and solutions ; We have the promise of 5G ahead of us in the wireless market

 

 

© RF Industries Ltd. | 23 RF Industries, Ltd. Mark Turfler SVP/CFO (858) 549 - 6340 rfi@rfindustries.com MKR Investor Relations Todd Kehrli Analyst/Investor Contact (323) 468 - 2300 rfil@mkr - group.com

 

 

© RF Industries Ltd. | 24

 

 

© RF Industries Ltd. | 25

 

 

Income Statement © January 9, 2019 RF Industries Ltd. | 26 2020 2019 2018 2017 2016 Q1 Full Year Full Year Full Year Full Year (in millions) Unaudited Audited Audited Audited Audited Net sales 12.4$ 55.3$ 50.2$ 23.0$ 21.6$ Cost of sales 9.2 39.7 33.1 16.0 15.3 Gross profit 3.2 15.6 17.1 7.0 6.3 Operating expenses: Engineering 0.6 1.5 1.5 0.8 0.8 Selling and general 2.6 9.6 8.1 6.0 7.9 Goodwill and other intangible asset impairment - - - - 2.8 Total operating expenses 3.2 11.1 9.6 6.8 11.5 Pretax income (loss) - 4.5 7.5 0.2 (5.2) Provision (benefit) for income taxes - 1.0 1.5 - (0.7) Income (loss) from continuing operations - 3.5 6.0 0.2 (4.5) Income (loss) from discontinued operations, net of tax - - (0.2) 0.2 0.4 Consolidated net income (loss) - 3.5 5.8 0.4 (4.1) Diluted earnings per share Continuing operations -$ 0.36$ 0.63$ 0.02$ (0.51)$ Discontinued operations - - (0.02) 0.02 0.05 Net income (loss) per share -$ 0.36$ 0.61$ 0.04$ (0.46)$ Weighted average shares outstanding Diluted 9,873,336 9,854,604 9,593,066 8,915,764 8,786,510

 

 

Balance Sheet © January 9, 2019 RF Industries Ltd. | 27 January 31, 2020 2019 2018 2017 2016 (in millions) Unaudited Audited Audited Audited Audited ASSETS: Current assets: Cash and cash equivalents 14.4$ 12.5$ 16.3$ 5.2$ 4.3$ Trade accounts receivable, net 5.7 12.2 4.3 2.9 2.5 Inventories 8.4 8.3 7.1 5.6 5.4 Other current assets 0.7 0.7 0.8 0.5 1.5 Current assets held for sale - - - 2.6 3.2 Total current assets 29.2 33.7 28.5 16.8 16.9 Non-current assets: Property and equipment, net 0.9 0.8 0.6 0.6 0.6 Operating lease ROU assets, net 2.0 - - - - Goodwill 2.7 1.3 1.3 1.3 1.3 Intangibles, net 3.7 1.1 1.4 1.6 1.9 Non-amortizable intangibles 1.2 0.7 0.7 0.7 0.7 Other LT assets 0.1 0.1 - 0.1 0.1 Noncurrent assets held for sale - - - 4.0 4.4 Total Assets 39.8$ 37.7$ 32.5$ 25.1$ 25.9$ LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable 1.2$ 2.4$ 1.3$ 1.0$ 0.6$ Accrued expenses 3.3 3.7 3.4 1.8 2.3 Other current liabilities 1.0 - - - - Current liabilities held for sale - - - 0.8 1.1 Total current liabilities 5.5 6.1 4.7 3.6 4.0 Non-current liabilities: Deferred tax liabilities - - - 0.1 0.4 Operating lease liabilities 1.1 - - - - Other long-term liabilities 1.3 0.1 - - 0.1 Total liabilities 7.9 6.2 4.7 3.7 4.5 Equity: Common stock 0.1 0.1 0.1 0.1 0.1 Additional paid-in capital 22.5 21.9 21.0 19.7 19.4 Retained earnings 9.3 9.5 6.7 1.6 1.9 Total Equity 31.9 31.5 27.8 21.4 21.4 Total Liabilities & Stockholders' Equity 39.8$ 37.7$ 32.5$ 25.1$ 25.9$ October 31,

 

 

Statement of Cash Flows © January 9, 2019 RF Industries Ltd. | 28 January 31, 2020 2019 2018 2017 2016 (in millions) Unaudited Audited Audited Audited Audited Operating Activities: Consolidated net income (loss) -$ 3.5$ 5.8$ 0.4$ (4.1)$ Net income from discontinued operations - Comnet -$ -$ (0.2)$ 0.2$ 0.4$ Net income (loss) from continuing operations -$ 3.5$ 6.0$ 0.2$ (4.5)$ Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 0.2 0.5 0.5 0.5 0.6 Goodwill impairment - - - - 2.8 Inventory write-off - - - - 0.2 Gain on Disposal of fixed assets - - - - 0.1 Stock based compensation expense 0.2 0.3 0.2 0.2 0.2 Deferred Income Taxes 0.1 - (0.1) (0.3) (0.3) Excess tax benefits from stock based compensation - - - - (0.1) Changes in operating assets and liabilities: Trade accounts receivable 6.7 (6.7) (1.3) (0.4) 0.3 Inventories 0.6 (0.6) (1.5) (0.2) 0.6 Other current assets - 0.3 (0.3) 0.9 (0.7) Right of use assets 0.1 - - - - Other long-term assets - - - 0.1 (0.1) Accounts payable (1.3) 0.1 0.3 0.4 (0.4) Income tax receivable/payable - - - - 0.2 Accrued expenses (0.9) (0.2) 1.5 (0.5) - Other long-term liabilities (0.1) 0.1 - (0.1) (0.2) Net cash provided by (used in) operating activities from continuing operations 5.6 (2.7) 5.3 0.8 (1.3) Net cash provided by operating activities from discontinued operations - - 0.9 0.8 0.1 Investing Activities: Proceeds from notes receivable from stockholder - - - - 0.1 Proceeds from sale of inventory - - - - 0.3 Capital expenditures - (0.5) (0.2) (0.2) (0.3) Proceeds from sale of Comnet - - 4.2 - - Acquisition of business (C Enterprises), net of cash acquired - (0.4) 4.2 - - Acquisition of business (Schrofftech), net of cash acquired (3.9) - - - - Net cash provided by (used in) investing activities from continuing operations (3.9) (0.9) 8.2 (0.2) 0.1 Net cash provided by (used in) investing activities from discontinued operations - - (0.3) - (0.1) Financing Activities: Proceeds from exercise of stock options 0.4 0.6 1.1 - - Purchase of treasury stock - - - - (0.2) Excess tax benefits from stock based compensation - - - - 0.2 Dividends paid (0.2) (0.8) (0.7) (0.7) (1.1) Net cash provided by (used in) financing activities 0.2 (0.2) 0.4 (0.7) (1.1) Net increase (decrease) in cash and cash equivalents 1.9 (3.8) 10.3 0.7 (2.3) Cash and cash equivalents at beginning of period 12.5 16.3 6.0 5.3 7.6 Cash and cash equivalents at end of period 14.4 12.5 16.3 6.0 5.3 Less: cash and cash equivalents of discontinued operations - Comnet - - - 0.8 1.0 Cash and cash equivalents at end of period 14.4$ 12.5$ 16.3$ 5.2$ 4.3$ October 31,

 

 

Income Statement (Quarterly) © January 9, 2019 RF Industries Ltd. | 29 2020 Q1 Q1 Q2 Q3 Q4 YTD Q1 Q2 Q3 Q4 YTD (in millions) Unaudited Audited Audited Net sales 12.4$ 10.6$ 13.6$ 15.5$ 15.6$ 55.3$ 8.0$ 20.5$ 11.8$ 9.9$ 50.2$ Cost of sales 9.2 7.5 9.5 11.2 11.5 39.7 5.5 12.9 7.8 6.9 33.1 Gross profit 3.2 3.1 4.1 4.3 4.1 15.6 2.5 7.6 4.0 3.0 17.1 Operating expenses: Engineering 0.6 0.3 0.3 0.4 0.4 1.4 0.3 0.6 0.3 0.3 1.5 Selling and general 2.6 2.0 2.4 2.6 2.6 9.6 1.8 3.1 1.7 1.5 8.1 Total operating expenses 3.2 2.3 2.7 3.0 3.0 11.0 2.1 3.7 2.0 1.8 9.6 Pretax income - 0.8 1.4 1.3 1.1 4.6 0.4 3.9 2.0 1.2 7.5 Provision for income taxes - 0.2 0.3 0.3 0.3 1.1 - 0.8 0.4 0.3 1.5 Income (loss) from continuing operations - 0.6 1.1 1.0 0.8 3.5 0.4 3.1 1.6 0.9 6.0 Income from disc. operations, net of tax - - - - - - 0.1 0.1 0.1 (0.5) (0.2) Consolidated net income (loss) - 0.6 1.1 1.0 0.8 3.5 0.5 3.2 1.7 0.4 5.8 Diluted earnings per share Continuing operations -$ 0.07$ 0.11$ 0.11$ 0.08$ 0.36$ 0.04$ 0.33$ 0.16$ 0.09$ 0.63$ Discontinued operations - - - - - - 0.01 0.01 0.01 (0.04) (0.02)$ Net income (loss) per share -$ 0.07$ 0.11$ 0.11$ 0.08$ 0.36$ 0.05$ 0.34$ 0.17$ 0.05$ 0.61$ Weighted average shares outstanding Diluted (in thousands) 9,873 9,838 9,838 9,873 9,869 9,854 9,099 9,386 9,730 9,876 9,593 2018 Unaudited 2019 Unaudited

 

 

Balance Sheet (Quarterly) © January 9, 2019 RF Industries Ltd. | 30 2020 Jan. 31 Jan. 31 Apr. 30 Jul. 31 Oct. 31 Jan. 31 Apr. 30 Jul. 31 Oct. 31 (in millions) Unaudited Audited Audited ASSETS: Current assets: Cash and cash equivalents 14.4$ 14.0$ 13.9$ 13.3$ 12.5$ 4.9$ 7.1$ 10.5$ 16.3$ Trade accounts receivable, net 5.7 5.6 7.9 9.9 12.2 4.0 10.9 5.1 4.3 Inventories 8.4 8.2 7.9 8.1 8.3 6.3 6.6 6.3 7.1 Other current assets 0.7 0.8 0.7 0.7 0.7 0.7 0.5 0.8 0.8 Current assets held for sale - - - - - 2.9 2.8 2.5 - Total current assets 29.2 28.6 30.4 32.0 33.7 18.8 27.9 25.2 28.5 Non-current assets: Property and equipment, net 0.9 0.6 0.7 0.8 0.8 0.5 0.5 0.5 - Operating lease ROU assets, net 2.0 - - - - - - - - Goodwill 2.7 1.3 1.3 1.3 1.3 1.3 1.3 1.3 0.6 Intangibles, net 3.7 1.3 1.2 1.2 1.1 1.6 1.5 1.4 1.3 Non-amortizable intangibles 1.2 0.7 0.7 0.7 0.7 0.7 0.7 0.7 1.4 Other LT assets 0.1 - 0.1 0.1 0.1 - - - 0.7 Noncurrent asset held for sale - - - - - 3.9 3.8 3.8 - Total Assets 39.8$ 32.5$ 34.4$ 36.1$ 37.7$ 26.8$ 35.7$ 32.9$ 32.5$ LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable 1.2$ 1.7$ 1.6$ 2.4$ 2.4$ 1.6$ 5.7$ 1.4$ 1.3$ Accrued expenses 3.3 2.1 3.1 3.0 3.7 2.4 4.1 3.2 3.4 Other current liabilities 1.0 - - - - - - - - Current liabilities held for sale - - - - - 0.8 0.6 0.7 - Total current liabilities 5.5 3.8 4.7 5.4 6.1 4.8 10.4 5.3 4.7 Non-current liabilities: Deferred tax liabilities - - - - - 0.1 0.1 0.2 - Operating lease liabilities 1.1 - - - - - - - - Other long-term liabilities 1.3 - 0.1 0.1 0.1 - - - - Total liabilities 7.9 3.8 4.8 5.5 6.2 4.9 10.5 5.5 4.7 Equity: Common stock 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 Additional paid-in capital 22.5 21.4 21.5 21.6 21.9 19.9 20.2 20.9 21.0 Retained earnings 9.3 7.2 8.0 8.9 9.5 1.9 4.9 6.4 6.7 Total Equity 31.9 28.7 29.6 30.6 31.5 21.9 25.2 27.4 27.8 Total Liabilities & Stockholders' Equity 39.8$ 32.5$ 34.4$ 36.1$ 37.7$ 26.8$ 35.7$ 32.9$ 32.5$ Unaudited 2018 Unaudited 2019

 

 

Statement of Cash Flows (Quarterly) © January 9, 2019 RF Industries Ltd. | 31 2020 Q1 Q1 Q2 Q3 Q4 YTD Q1 Q2 Q3 Q4 YTD (in millions) Unaudited Audited Audited Operating Activities: Consolidated net income (loss) -$ 0.6$ 1.1$ 1.0$ 0.8$ 3.5$ 0.5$ 3.2$ 1.7$ 0.4$ 5.8$ Net income from discontinued operations - Comnet -$ -$ -$ -$ -$ -$ 0.1$ 0.1$ 0.1$ (0.5)$ (0.2)$ Net income (loss) from continuing operations -$ 0.6$ 1.1$ 1.0$ 0.8$ 3.5$ 0.4$ 3.1$ 1.6$ 0.9$ 6.0$ Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 0.2 0.2 0.1 0.1 0.1 0.5 0.1 0.1 0.2 0.1 0.5 Stock based compensation expense 0.2 0.1 0.1 0.1 - 0.3 0.1 - 0.1 - 0.2 Deferred Income Taxes 0.1 - - - - - - - 0.1 (0.2) (0.1) Changes in operating assets and liabilities: Trade accounts receivable 6.7 (1.4) (1.0) (2.0) (2.3) (6.7) (1.1) (6.9) 5.8 0.9 (1.3) Inventories 0.6 (1.0) 0.7 (0.2) (0.1) (0.6) (0.8) (0.3) 0.3 (0.7) (1.5) Other current assets - 0.1 0.1 - 0.1 0.3 (0.2) 0.2 (0.3) - (0.3) Right of use assets 0.1 - - - - - - - - - - Accounts payable (1.3) 0.4 (1.1) 0.8 - 0.1 0.6 4.1 (4.3) (0.1) 0.3 Income tax receivable/payable - - - - - - - 0.4 (0.5) 0.1 - Accrued expenses (0.9) (1.3) 0.5 (0.1) 0.7 (0.2) 0.6 1.3 (0.5) 0.1 1.5 Other long-term liabilities (0.1) - - 0.1 - 0.1 - - - - - Net cash provided by (used in) operating activities from continuing ops. 5.6 (2.3) 0.5 (0.2) (0.7) (2.7) (0.3) 2.0 2.5 1.1 5.3 Net cash provided by operating activities from discontinued ops. - - - - - - 0.1 0.4 0.5 (0.1) 0.9 Investing Activities: Capital expenditures - (0.1) (0.1) (0.2) (0.1) (0.5) - - (0.1) (0.1) (0.2) Proceeds from sale of Comnet - - - - - - - - - 4.2 4.2 Acquisition of business (C Enterprises), net of cash acquired - - (0.4) - - (0.4) - - - - - Acquisition of business (Schrofftech), net of cash acquired (3.9) - - - - - - - - - - Net cash used in investing activities from continuing operations (3.9) (0.1) (0.5) (0.2) (0.1) (0.9) - - (0.1) 4.1 4.0 Net cash used in investing activities from discontinued operations - - - - - - - - - (0.3) (0.3) Financing Activities: Proceeds from exercise of stock options 0.4 0.3 0.1 - 0.2 0.6 0.2 0.3 0.5 0.1 1.1 Dividends paid (0.2) (0.2) (0.2) (0.2) (0.2) (0.8) (0.1) (0.2) (0.2) (0.2) (0.7) Net cash provided by (used in) financing activities 0.2 0.1 (0.1) (0.2) - (0.2) 0.1 0.1 0.3 (0.1) 0.4 Net increase (decrease) in cash and cash equivalents 1.9 (2.3) (0.1) (0.6) (0.8) (3.8) (0.1) 2.5 3.2 4.7 10.3 Cash and cash equivalents at beginning of period 12.5 16.3 14.0 13.9 13.3 16.3 6.0 5.9 8.5 11.6 6.0 Cash and cash equivalents at end of period 14.4 14.0 13.9 13.3 12.5 12.5 5.9 8.4 11.7 16.3 16.3 Less: cash and cash equivalents of discontinued operations - Comnet - - - - - - 1.0 1.3 1.2 - - Cash and cash equivalents at end of period 14.4$ 14.0$ 13.9$ 13.3$ 12.5$ 12.5$ 4.9$ 7.1$ 10.5$ 16.3$ 16.3$ 2018 Unaudited 2019 Unaudited

 

 

© January 9, 2019 RF Industries Ltd. | 32 2020 2019 2018 2017 2016 (in thousands) Net income 26$ 640$ 454$ (194)$ (354)$ Stock-based compensation expense 187 114 75 51 51 Acquisition-related costs 28 4 - - - Non-GAAP net income 241$ 758$ 529$ (143)$ (303)$ Non-GAAP net income per share: Basic 0.03$ 0.08$ 0.06$ (0.02)$ (0.03)$ Diluted 0.02$ 0.08$ 0.06$ (0.02)$ (0.03)$ Weighted average shares outstanding Basic 9,565 9,309 8,880 8,835 8,717 Diluted 9,873 9,838 9,099 8,835 8,717 Q1 Unaudited Reconciliation of GAAP to Non - GAAP Net Income

 

 

Reconciliation of Net Income to Adjusted EBITDA © January 9, 2019 RF Industries Ltd. | 33 2020 2019 2018 2017 2016 (in thousands) Net income 26$ 640$ 454$ (194)$ (354)$ Stock-based compensation expense 187 114 75 51 51 Acquisition-related costs 28 4 - - - Amortization expense 173 69 69 69 94 Depreciation expense 82 68 58 58 90 Other income (11) (22) (2) (20) - Provision for income taxes (14) 168 56 (87) (256) Income from discontinued operations - - (39) (17) (107) Adjusted EBITDA 471$ 1,041$ 671$ (140)$ (482)$ Q1 Unaudited