8-K
R F INDUSTRIES LTD (RFIL)
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): September 11, 2025 | ||
|---|---|---|
| R F INDUSTRIES, LTD. | ||
| --- | ||
| (Exact name of registrant as specified in its charter) | ||
| Nevada<br><br> <br>(State or Other Jurisdiction<br> of Incorporation) | 0-13301<br><br> <br>(Commission File Number) | 88-0168936<br><br> <br>(I.R.S. Employer<br> Identification No.) |
| --- | --- | --- |
| 16868 Via Del Campo Court, Suite 200 San Diego, CA 92127<br><br> <br>(Address of Principal Executive Offices, including Zip Code)<br><br> <br><br><br> <br>(858) 549-6340<br><br> <br>(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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 September 11, 2025, RF Industries, Ltd. (the “Company”) issued a press release announcing information regarding the Company’s financial results for the third quarter ended July 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 September 11, 2025. |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). |
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. | |
|---|---|
| September 11, 2025 | By: /s/ Peter Yin<br><br> <br>Peter Yin<br><br> <br>Chief Financial Officer |
ex_859472.htm
Exhibit 99.1
| FOR IMMEDIATE RELEASE |
|---|
RF Industries Reports Third Quarter Fiscal Year 2025 Financial Results
SAN DIEGO, CA, September 11, 2025 – RF Industries, Ltd, (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced third quarter fiscal year 2025 financial results for the fiscal quarter ended July 31, 2025.
Third Quarter Fiscal 2025 Highlights and Operating Results:
| ● | Net sales were $19.8 million, an increase of 17.5% from $16.8 million year-over-year and an increase of 4.7% from $18.9 million in the second quarter of fiscal 2025. |
|---|---|
| ● | Backlog of $19.7 million at quarter-end on third quarter bookings of $24.5 million. As of today, the backlog stands at $16.1 million. |
| --- | --- |
| ● | Gross profit margin was 34%, up from 29.5% in the prior year quarter. |
| --- | --- |
| ● | Operating income was $720,000, an improvement from an operating loss of $419,000 year-over-year. |
| --- | --- |
| ● | Consolidated net income was $392,000, or $0.04 per diluted share, an improvement from a consolidated net loss of $705,000, or $0.07 per diluted share, year-over-year. |
| --- | --- |
| ● | Non-GAAP net income was $1.1 million, or $0.10 per diluted share, compared to non-GAAP net loss of $95,000, or $0.01 per diluted share, in the third quarter of fiscal 2024. |
| --- | --- |
| ● | Adjusted EBITDA was $1.6 million, up from $460,000 year-over-year. |
| --- | --- |
See "Note Regarding Use of Non-GAAP Financial Measures," "Unaudited Reconciliation of GAAP to non-GAAP Net Income (Loss)" "Unaudited Reconciliation of Net Income (Loss) to Adjusted EBITDA" and the description of bookings and backlog below for additional information.
Management Commentary
“Our team continued to execute very well in our fiscal third quarter. Net sales increased 17.5% to $19.8 million year-over-year, and our gross profit was 34%, well above our target goal of 30%. For four consecutive quarters, we have delivered an operating profit, which was $720,000 in the third quarter versus a loss of $419,000 in the third quarter of 2024, and adjusted EBITDA was $1.6 million which is 8% of net sales. While adjusted EBITDA as a percentage of net sales may vary from quarter to quarter depending on product mix and shipments, our performance in Q3 supports our conviction that our goal of adjusted EBITDA of at least 10% is within reach,” said Robert Dawson, Chief Executive Officer of RF Industries.
“There are several reasons to feel confident that our long-term strategy to become a technology-solutions provider is working. While we are performing well across several product lines, we are pleased that our higher value solutions like DAC thermal cooling and small cell products continue to gain traction with both our traditional Tier 1 customers and in new and exciting end markets. I am tremendously proud of how our team has successfully further diversified our customer base while providing world-class service to current markets and customers. It’s exciting to say that the aerospace, transportation, and data center markets are now contributors in our sales pipeline, and we are well positioned for the next wave of new stadium and venue buildouts for world-class events like the Olympics and the World Cup.”
“The RFI team has also worked hard over the past few years to lower our cost structure to the point of achieving operating leverage while maintaining the quality that is the hallmark of RFI’s reputation. Like many companies, we are carefully navigating an uncertain environment including tariffs and general economic conditions, yet we feel that we have solid momentum as we wrap up a long-awaited breakout year in fiscal 2025,” concluded Dawson.
Conference Call and Webcast
RF Industries will host a conference call and live webcast today, September 11, 2025, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss its fiscal third 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 939489. 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 of 1933, 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 our 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 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.
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 (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 (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 one-time charges, severance, 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 (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 (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:<br><br> <br>Peter Yin<br><br> <br>SVP and CFO<br><br> <br>(858) 549-6340<br><br> <br>rfi@rfindustries.com<br><br> <br><br><br> <br>IR Contact:<br><br> <br>Donni Case<br><br> <br>Financial Profiles, Inc.<br><br> <br>(310) 622-8224<br><br> <br>RFIL@finprofiles.com |
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Source: RF Industries
#
RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| Oct. 31, | |||
|---|---|---|---|
| 2024 | |||
| ASSETS | (audited) | ||
| CURRENT ASSETS | **** | **** | **** |
| Cash and cash equivalents | 3,000 | $ | 839 |
| Trade accounts receivable, net | 15,348 | 12,119 | |
| Inventories | 14,169 | 14,725 | |
| Other current assets | 1,569 | 1,430 | |
| TOTAL CURRENT ASSETS | 34,086 | 29,113 | |
| Property and equipment, net | 4,368 | 4,813 | |
| Operating right of use asset, net | 14,255 | 15,265 | |
| Goodwill | 8,085 | 8,085 | |
| Amortizable intangible assets, net | 10,675 | 11,908 | |
| Non-amortizable intangible assets | 1,174 | 1,174 | |
| Other assets | 558 | 688 | |
| TOTAL ASSETS | 73,201 | $ | 71,046 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | **** | **** | **** |
| CURRENT LIABILITIES | **** | **** | **** |
| Accounts payable and accrued expenses | 11,140 | $ | 8,045 |
| Line of Credit | 7,828 | 8,197 | |
| Current portion of operating lease liabilities | 2,045 | 1,848 | |
| TOTAL CURRENT LIABILITIES | 21,013 | 18,090 | |
| Operating lease liabilities | 17,209 | 18,680 | |
| Deferred tax liabilities | 207 | 210 | |
| TOTAL LIABILITIES | 38,429 | 36,980 | |
| COMMITMENTS AND CONTINGENCIES | **** | **** | **** |
| STOCKHOLDERS' EQUITY | **** | **** | **** |
| Common stock, authorized 20,000,000 shares of 0.01 par value; 10,667,447 and 10,544,431 shares issued and outstanding at July 31, 2025 and October 31, 2024, respectively | 107 | 106 | |
| Additional paid-in capital | 27,791 | 26,988 | |
| Retained earnings | 6,874 | 6,972 | |
| TOTAL STOCKHOLDERS' EQUITY | 34,772 | 34,066 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 73,201 | $ | 71,046 |
All values are in US Dollars.
RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| July 31, | July 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||
| Net sales | $ | 19,790 | $ | 16,836 | $ | 57,900 | $ | 46,404 | ||||
| Cost of sales | 13,071 | 11,875 | 39,514 | 33,316 | ||||||||
| Gross profit | 6,719 | 4,961 | 18,386 | 13,088 | ||||||||
| Operating expenses: | ||||||||||||
| Engineering | 759 | 653 | 2,124 | 2,059 | ||||||||
| Selling and general | 5,240 | 4,727 | 15,380 | 13,948 | ||||||||
| Total operating expenses | 5,999 | 5,380 | 17,504 | 16,007 | ||||||||
| Operating income (loss) | 720 | (419 | ) | 882 | (2,919 | ) | ||||||
| Other expense | (240 | ) | (338 | ) | (721 | ) | (676 | ) | ||||
| Income (loss) before provision for income taxes | 480 | (757 | ) | 161 | (3,595 | ) | ||||||
| Provision (benefit) for income taxes | 88 | (52 | ) | 259 | 2,766 | |||||||
| Consolidated net income (loss) | $ | 392 | $ | (705 | ) | $ | (98 | ) | $ | (6,361 | ) | |
| Earnings (loss) per share - Basic | $ | 0.04 | $ | (0.07 | ) | $ | (0.01 | ) | $ | (0.61 | ) | |
| Earnings (loss) per share - Diluted | $ | 0.04 | $ | (0.07 | ) | $ | (0.01 | ) | $ | (0.61 | ) | |
| Weighted average shares outstanding: | ||||||||||||
| Basic | 10,668,375 | 10,495,082 | 10,632,566 | 10,466,862 | ||||||||
| Diluted | 10,774,304 | 10,495,082 | 10,632,566 | 10,466,862 |
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 | Nine Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| July 31, | July 31, | ||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||
| Consolidated net income (loss) | $ | 392 | $ | (705 | ) | $ | (98 | ) | $ | (6,361 | ) |
| Provision (benefit) from income taxes | 88 | (52 | ) | 259 | 2,766 | ||||||
| Stock-based compensation expense | 219 | 241 | 640 | 744 | |||||||
| Non-cash and other one-time charges | - | - | 123 | 145 | |||||||
| Severance | - | - | 51 | 56 | |||||||
| Amortization expense | 411 | 421 | 1,233 | 1,266 | |||||||
| Non-GAAP net income (loss) | $ | 1,110 | $ | (95 | ) | $ | 2,208 | $ | (1,384 | ) | |
| Non-GAAP earnings (loss) per share: | |||||||||||
| Basic | $ | 0.10 | $ | (0.01 | ) | $ | 0.21 | $ | (0.13 | ) | |
| Diluted | $ | 0.10 | $ | (0.01 | ) | $ | 0.21 | $ | (0.13 | ) | |
| Weighted average shares outstanding | |||||||||||
| Basic | 10,668,375 | 10,495,082 | 10,632,566 | 10,466,862 | |||||||
| Diluted | 10,774,304 | 10,495,082 | 10,694,378 | 10,466,862 |
RF INDUSTRIES, LTD. AND SUBSIDIARIES
Unaudited Reconciliation of Net Income (Loss) to Adjusted EBITDA
(In thousands)
| Three Months Ended | Nine Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| July 31, | July 31, | ||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||
| Consolidated net income (loss) | $ | 392 | $ | (705 | ) | $ | (98 | ) | $ | (6,361 | ) |
| Stock-based compensation expense | 219 | 241 | 640 | 744 | |||||||
| Non-cash and other one-time charges | - | - | 123 | 145 | |||||||
| Severance | - | - | 51 | 56 | |||||||
| Amortization expense | 411 | 421 | 1,233 | 1,266 | |||||||
| Depreciation expense | 206 | 217 | 615 | 638 | |||||||
| Other expense | 240 | 338 | 721 | 676 | |||||||
| Provision (benefit) from income taxes | 88 | (52 | ) | 259 | 2,766 | ||||||
| Adjusted EBITDA | $ | 1,556 | $ | 460 | $ | 3,544 | $ | (70 | ) |