Form 8-K - Current report

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 17, 2025

 

	R F 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.)

 

16868 Via Del Campo Court, Suite 200 San Diego, CA 92127 (Address of Principal Executive Offices, including Zip Code)   [phone] (Registrant’s Telephone Number, Including Area Code)

 

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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 (see General Instruction A.2 below):

 

☐	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. ☐

 

 

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Item 2.02         Results of Operations and Financial Condition.

 

On March 17, 2025, RF Industries, Ltd. (the “Company”) issued a press release announcing information regarding the Company’s financial results for the first quarter ended January 31, 2025. 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, as amended (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, as amended (the “Securities Act”) or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in such filing.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)      Exhibits.
Exhibit No.		Description
99.1		Press Release of RF Industries, Ltd., dated March 17, 2025
104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

 

 

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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.

 

	RF INDUSTRIES, LTD.
March 17, 2025	By: /s/ Peter Yin Peter Yin Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

 

RF Industries Reports First Quarter Fiscal Year 2025 Financial Results

 

SAN DIEGO, CA, March 17, 2025 – RF Industries, Ltd, (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced first quarter fiscal year 2025 financial results for the fiscal quarter ended January 31, 2025.

 

First Quarter Fiscal 2025 Highlights and Operating Results:

 

●

Net sales were $19.2 million; an increase of 42.7% from $13.5 million year-over-year and a 4.0% increase from $18.5 million in the fourth quarter of fiscal 2024

●

Backlog of $15.2 million at quarter end on first quarter bookings of $14.9 million. As of today, the backlog stands at $15.0 million

●

Gross profit margin was 29.8% up from 24.5% in the prior year quarter

●

Operating income was $56,000, an improvement from the operating loss of $2.1 million year-over-year

●

Consolidated net loss was $245,000, or $0.02 per diluted share, an improvement from a consolidated net loss of $1.4 million, or $0.13 per diluted share year-over-year

●

Non-GAAP net income was $397,000, or $0.04 per diluted share, compared to a non-GAAP net loss of $1.4 million or a loss of $0.14 per diluted share in the first quarter of fiscal 2024

●

Adjusted EBITDA was $867,000, up from an Adjusted EBITDA loss of $1.1 million year-over-year

 

See "Note Regarding Use of Non-GAAP Financial Measures," "Unaudited Reconciliation of GAAP to non-GAAP Net Income (Loss)" and "Unaudited Reconciliation of Net Income (Loss) to Adjusted EBITDA" below for additional information.

 

Management Commentary

 

“Our team delivered a strong performance in the first quarter. Net sales increased 42.7% to $19.2 million year-over-year and increased 4.0% on a sequential basis. Our gross profit margin was 29.8% in line with our target of 30%. For the second quarter in a row, we delivered an operating profit, which reflected our ongoing commitment to driving improved profitability even with some challenging and persistent market conditions. Non-GAAP EPS came in at $0.04 and our Adjusted EBITDA was $867,000. The first quarter financial results demonstrate the powerful operating leverage of our business model,” said Robert Dawson, Chief Executive Officer of RF Industries.

 

“Our first quarter results were driven by a more favorable product mix, with solid performance across our entire portfolio, including our higher margin interconnect product offerings like DAC thermal cooling and small cell shrouds. Our wire harness and distribution businesses also made solid contributions to the quarter.”

 

“From a customer diversification standpoint, the large Tier 1 carriers, neutral hosts, traditional distribution and industrial blue-chip customers, all had a meaningful impact this quarter. We are moving in the right direction toward a more balanced customer contribution, which positions us well for sustainable growth and resilience through future cycles and will create long-term value for our stakeholders.”

 

 

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“Looking ahead, we see plenty of opportunity to continue to grow within the Tier 1 wireless ecosystem and we are also exploring new market segments outside of the wireless carrier space. Our momentum continues to build, and our visibility is improving. I appreciate the hard work of the RFI team as we focus both on driving significant year-over-year sales growth and on continuing our work toward the goal of achieving 10% Adjusted EBITDA margins,” concluded Dawson.

 

Conference Call and Webcast

 

RF Industries will host a conference call and live webcast today, March 17, 2025, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss its fiscal first quarter 2025 financial results. To access the live call, dial 888-506-0062 (US and Canada) or 973-528-0011 (International) and give the participant access code 743329. A live audio webcast of the call will also be available on the Investor Relations section of RFI’s website at www.rfindustries.com and will be archived for replay.

 

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 high-performance components used in commercial applications such as RF connectors and adapters, RF passives including dividers, directional couplers and filters, coaxial cables, data cables, wire harnesses, fiber 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 New York, Connecticut, Rhode Island and New Jersey. Please visit the RF Industries website at www.rfindustries.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to future events. Forward-looking statements include, among others, statements concerning our expectations about profitability, revenues, industry trends, markets and demand for our products, backlog, financial goals, growth opportunities and the expected benefits and desirability of our products, in each case 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: the Company’s cash and liquidity needs, ability to continue as a going concern, non-compliance with terms and covenants in our credit facility, changes in the telecommunications industry and materialization and timing of expected network buildouts; timing and breadth of new products; our ability to realize increased sales; successfully integrating new products and teams; our ability to execute on its go-to-market strategies and channel models; our 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; our ability to expand our OEM relationships; our ability to continue to deliver newly designed and custom fiber optic and cabling products to principal customers; our ability to maintain strong margins and diversify our customer base; our ability to initiate operating efficiencies, cost savings and expense reductions; our ability to address the changing needs of the market and capitalize on new market opportunities; our ability to add value to our customer’s needs; the success of any product launches; and our ability to increase revenue, gross margins or obtain profitability in a timely manner. Further discussion of these and other potential risks and uncertainties may be found in the Company's public filings with the Securities and Exchange Commission (www.sec.gov) including our 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 we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or new information after the date of this release.

 

 

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Note Regarding Use of Non-GAAP Financial Measures

 

To supplement our unaudited 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, non-GAAP net loss and non-GAAP earnings per share, basic and diluted (non-GAAP EPS).

 

We believe these financial measures provide useful information to investors with which to analyze our operating trends and performance by excluding certain non-cash and other one-time expenses that we believe are not indicative of our operating results.

 

In computing Adjusted EBITDA, non-GAAP net income, non-GAAP net loss 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, non-cash and other lease charges, amortization expense and provision from income taxes. For Adjusted EBITDA, we also exclude depreciation and interest expense. 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, non-GAAP net loss 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, non-GAAP net loss 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. Non-GAAP financial measures are subject to limitations and should be read only in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance. A reconciliation of specific adjustments to GAAP results is provided in the last two tables at the end of this press release.

 

In addition, we have included order bookings and backlogs in this earnings release. Bookings represent new orders that have been received inclusive of any modification or cancellation of previous orders. Backlog represents orders that have been received where revenue has not been recognized as of the specified date. We believe both Bookings and Backlog are indicators of future revenues that the Company expects to generate based on orders that management believes to be firm.

 

 

RF Industries Contact: Peter Yin SVP and CFO [phone] [e-mail]   IR Contact: Donni Case Financial Profiles, Inc. [phone] [e-mail]

 

 

Source: RF Industries

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RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

		Jan. 31,				Oct. 31,
		2025				2024
		(unaudited)				(audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	1,273			$	839
Trade accounts receivable, net			12,796				12,119
Inventories			13,455				14,725
Other current assets			1,986				1,430
TOTAL CURRENT ASSETS			29,510				29,113
Property and equipment, net			4,635				4,813
Operating right of use asset, net			14,883				15,265
Goodwill			8,085				8,085
Amortizable intangible assets, net			11,497				11,908
Non-amortizable intangible assets			1,174				1,174
Other assets			645				688
TOTAL ASSETS		$	70,429			$	71,046
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	7,906			$	8,045
Line of Credit			8,053				8,197
Current portion of operating lease liabilities			1,861				1,848
TOTAL CURRENT LIABILITIES			17,820				18,090
Operating lease liabilities			18,200				18,680
Deferred tax liabilities			216				210
TOTAL LIABILITIES			36,236				36,980
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, authorized 20,000,000 shares of $0.01 par value; 10,699,877 and 10,544,431 shares issued and outstanding at January 31, 2025 and October 31, 2024, respectively			107				106
Additional paid-in capital			27,359				26,988
Retained earnings			6,727				6,972
TOTAL STOCKHOLDERS' EQUITY			34,193				34,066
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	70,429			$	71,046

 

 

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RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

 

		Three Months Ended
		January 31,
		2025				2024
		(unaudited)				(unaudited)
Net sales		$	19,200			$	13,458
Cost of sales			13,483				10,155
Gross profit			5,717				3,303
Operating expenses:
Engineering			682				769
Selling and general			4,979				4,619
Total operating expenses			5,661				5,388
Operating income (loss)			56				(2,085	)
Other expense			(265	)			(108	)
Loss before provision (benefit) for income taxes			(209	)			(2,193	)
Provision (benefit) from income taxes			36				(831	)
Consolidated net loss		$	(245	)		$	(1,362	)
Loss per share - Basic		$	(0.02	)		$	(0.13	)
Loss per share - Diluted		$	(0.02	)		$	(0.13	)
Weighted average shares outstanding:
Basic			10,560,922				10,410,580
Diluted			10,560,922				10,410,580

 

 

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RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of GAAP to Non-GAAP Net Income (Loss)

(In thousands, except share and per share amounts)

 

		Three Months Ended
		January 31,
		2025				2024
Consolidated net loss		$	(245	)		$	(1,362	)
Provision (benefit) from income taxes			36				(831	)
Stock-based compensation expense			195				255
Non-cash and other one-time charges			-				95
Amortization expense			411				422
Non-GAAP net income (loss)		$	397			$	(1,421	)
Non-GAAP earnings (loss) per share:
Basic		$	0.04			$	(0.14	)
Diluted		$	0.04			$	(0.14	)
Weighted average shares outstanding
Basic			10,560,922				10,410,580
Diluted			10,594,872				10,410,580

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands)

 

		Three Months Ended
		January 31,
		2025				2024
Consolidated net loss		$	(245	)		$	(1,362	)
Stock-based compensation expense			195				255
Non-cash and other one-time charges			-				95
Amortization expense			411				422
Depreciation expense			205				211
Other expense			265				108
Provision (benefit) from income taxes			36				(831	)
Adjusted EBITDA		$	867			$	(1,102	)

 

 

Document And Entity Information	Mar. 17, 2025
Document Information [Line Items]
Entity, Registrant Name	R F INDUSTRIES, LTD.
Document, Type	8-K
Document, Period End Date	Mar. 17, 2025
Entity, Incorporation, State or Country Code	NV
Entity, File Number	0-13301
Entity, Tax Identification Number	88-0168936
Entity, Address, Address Line One	16868 Via Del Campo Court, Suite 200
Entity, Address, City or Town	San Diego
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	92127
City Area Code	858
Local Phone Number	549-6340
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RFIL
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000740664

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