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Business acquisition
12 Months Ended
Oct. 31, 2011
Business acquisition
Note 11- Business acquisition
 
On June 15, 2011, RF Industries, Ltd. completed its acquisition of Cables Unlimited. Cables Unlimited is an established fiber optic custom cable manufacturer based in Yaphank, New York. Cables Unlimited is a Corning Cable Systems CAH Connections SM Gold Program member, authorized to manufacture optic products that are backed by Corning Cable Systems' extended warranty. The products manufactured by Cables Unlimited include custom fiber optic cable assemblies, adapters and electromechanical wiring harnesses for communications, computer, LAN, automotive and medical equipment.

All of Cables Unlimited’s assets are located in the United States. There were no earnouts or contingent considerations included in the acquisition agreement.

The acquisition was accounted for in accordance with the acquisition method of accounting. The acquired assets and assumed liabilities were recorded by the Company at their estimated fair values. The Company determined the estimated fair values with the assistance of appraisals or valuations performed by an independent third party specialist. Cables Unlimited is an established fiber optic custom cable manufacturer based in Yaphank, New York. Cables Unlimited is a Corning Cable Systems CAH Connections SM Gold Program member, authorized to manufacture optic products that are backed by Corning Cable Systems' extended warranty. The products manufactured by Cables Unlimited include custom fiber optic cable assemblies, adapters and electromechanical wiring harnesses for communications, computer, LAN, automotive and medical equipment. These products supplement and enhance the existing markets of RF Industries as well as tap into new fiber optic cable markets that the Company would not have been able to enter without incurring substantially more costs than incurred in the purchase of Cables Unlimited. The capital and other resources required to enter the fiber optic market would have greatly exceeded the purchase price of $5.6 million. These factors, among others, contributed to a purchase price in excess of the estimated fair value of Cables Unlimited’s net identifiable assets acquired, and as a result, we have recorded goodwill in connection with this transaction.
 
Goodwill acquired was allocated to our operating segment and reporting unit Cables Unlimited as part of the purchase price allocation. We do not expect the goodwill recorded to be deductible for income tax purposes. Acquired amortizable intangible assets are being amortized on a straight-line basis over their estimated useful lives ranging from 6 months to 9.6 years. The purchase price allocation of fiscal 2011 was finalized in the fourth quarter.

   The following table summarizes the components of the purchase price at fair value:

Cash consideration paid
 
$
2,800,000
 
RF Industries, Ltd. common shares issued, (762,738 shares)
   
2,800,000
 
Total consideration
 
$
5,600,000
 

   The following table summarizes the allocation of the purchase price at fair value:

Other assets
 
$
6,000
 
Accounts receivable
   
814,000
 
Inventories
   
442,000
 
Property, plant and equipment
   
313,000
 
Intangible assets
   
2,415,000
 
Goodwill (all non-deductible for tax purposes)
   
3,076,000
 
Interest bearing liabilities
   
(7,000
)
Non-interest bearing liabilities
   
(423,000
)
Deferred tax liabilities
   
(1,036,000
)
Net assets
 
$
5,600,000
 

The results of Cables Unlimited operations subsequent to June 15, 2011 have been included in the Company’s consolidated results of operations. For the year ended October, 2011, Cables Unlimited contributed approximately $2,644,000 of revenue.

The following unaudited pro forma financial information presents the combined operating results of RFI Industries, Ltd. and Cables Unlimited as if the acquisition had occurred as of the beginning of the periods presented. Pro forma data is subject to various assumptions and estimates, and is presented for informational purposes only. This pro forma data does not purport to represent or be indicative of the consolidated operating results that would have been reported had the transaction been completed as described herein, and the data should not be taken as indicative of future consolidated operating results.

Pro forma financial information is presented in the following table:

   
(Unaudited)
 
   
Year ended October
 
   
2011
   
2010
 
             
Revenue
 
$
23,007,486
   
$
22,168,702
 
Net income
 
$
775,618
   
$
1,283,258
 
                 
Earnings per share
               
Basic
 
$
.12
   
$
.22
 
Diluted
 
$
.11
   
$
.20