R F Industries Ltd 10-Q for FY2025 Q3
R F Industries Ltd (RFIL)
About this 10-Q
R F Industries Ltd filed this 10-Q on September 11, 2025, covering the quarter ended July 31, 2025 (FY2025 Q3).
Headline figures
Quarter ended July 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $19.79M
- up 17.5% from $16.84M a year earlier
- Net income
- $392K
- compared with a net loss of $705K a year earlier
- Diluted EPS
- $0.04
- compared with -$0.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Smaller reporting company |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
The number of shares of the issuer’s Common Stock, par value $0.01 per share, outstanding as of September 11, 2025 was
Part I. FINANCIAL INFORMATION
Item 1: Financial Statements
RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
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July 31, |
October 31, |
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2025 |
2024 |
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(Unaudited) |
(Note 1) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
$ | $ | ||||||
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Trade accounts receivable, net of allowance for credit losses of $ |
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Inventories |
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Other current assets |
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TOTAL CURRENT ASSETS |
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Property and equipment: |
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Equipment and tooling |
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Furniture and office equipment |
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Less accumulated depreciation |
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Total property and equipment, net |
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Operating lease right-of-use assets, net |
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Goodwill |
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Amortizable intangible assets, net |
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Non-amortizable intangible assets |
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Other assets |
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TOTAL ASSETS |
$ | $ | ||||||
Item 1: Financial Statements (continued)
RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
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July 31, |
October 31, |
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2025 |
2024 |
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(Unaudited) |
(Note 1) |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
$ | $ | ||||||
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Accrued expenses |
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Line of credit |
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Current portion of operating lease liabilities |
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TOTAL CURRENT LIABILITIES |
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Operating lease liabilities |
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Deferred tax liabilities |
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TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS’ EQUITY |
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Common stock - authorized |
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Additional paid-in capital |
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Retained earnings |
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TOTAL STOCKHOLDERS' EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ | $ | ||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
Item 1: Financial Statements (continued)
RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share and per share amounts)
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Three Months Ended July 31, |
Nine Months Ended July 31, |
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2025 |
2024 |
2025 |
2024 |
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Net sales |
$ | $ | $ | $ | ||||||||||||
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Cost of sales |
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Gross profit |
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Operating expenses: |
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Engineering |
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Selling and general |
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Total operating expenses |
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Operating income (loss) |
( |
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Other expense |
( |
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| Income (loss) before provision (benefit) for income taxes | ( |
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Provision (benefit) for income taxes |
( |
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Consolidated net income (loss) |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
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Earnings (loss) per share: |
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Basic |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
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Diluted |
$ | $ | ( |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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See Notes to Unaudited Condensed Consolidated Financial Statements.
Item 1: Financial Statements (continued)
RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands, except share amounts)
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For the Three Months Ended July 31, 2025 |
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Additional |
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Common Stock |
Paid-in |
Retained |
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Shares |
Amount |
Capital |
Earnings |
Total |
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Balance, May 1, 2025 |
$ | $ | $ | $ | ||||||||||||||||
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Stock-based compensation expense |
- | - | - | |||||||||||||||||
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Tax withholding related to vesting of restricted stock |
( |
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) | - | ( |
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Consolidated net income |
- | - | - | |||||||||||||||||
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Balance, July 31, 2025 |
$ | $ | $ | $ | ||||||||||||||||
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For the Nine Months Ended July 31, 2025 |
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Additional |
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Common Stock |
Paid-in |
Retained |
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Shares |
Amount |
Capital |
Earnings |
Total |
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Balance, November 1, 2024 |
$ | $ | $ | $ | ||||||||||||||||
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Exercise of stock options |
- | |||||||||||||||||||
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Stock-based compensation expense |
- | - | - | |||||||||||||||||
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Issuance of restricted stock |
- | - | ||||||||||||||||||
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Tax withholding related to vesting of restricted stock |
( |
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) | - | ( |
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Consolidated net loss |
- | - | - | ( |
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Balance, July 31, 2025 |
$ | $ | $ | $ | ||||||||||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
Item 1: Financial Statements (continued)
RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands, except share amounts)
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For the Three Months Ended July 31, 2024 |
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Additional |
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Common Stock |
Paid-in |
Retained |
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Shares |
Amount |
Capital |
Earnings |
Total |
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Balance, May 1, 2024 |
$ | $ | $ | $ | ||||||||||||||||
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Stock-based compensation expense |
- | - | - | |||||||||||||||||
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Tax withholding related to vesting of restricted stock |
( |
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Consolidated net loss |
- | - | - | ( |
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Balance, July 31, 2024 |
$ | $ | $ | $ | ||||||||||||||||
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For the Nine Months Ended July 31, 2024 |
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Additional |
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Common Stock |
Paid-in |
Retained |
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Shares |
Amount |
Capital |
Earnings |
Total |
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Balance, November 1, 2023 |
$ | $ | $ | $ | ||||||||||||||||
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Stock-based compensation expense |
- | - | - | |||||||||||||||||
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Issuance of restricted stock |
( |
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Tax withholding related to vesting of restricted stock |
( |
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) | - | ( |
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Consolidated net loss |
- | - | - | ( |
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Balance, July 31, 2024 |
$ | $ | $ | $ | ||||||||||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
Item 1: Financial Statements (continued)
RF INDUSTRIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
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Nine Months Ended July 31, |
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2025 |
2024 |
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OPERATING ACTIVITIES: |
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Consolidated net loss |
$ | ( |
) | $ | ( |
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Adjustments to reconcile consolidated net loss to net cash provided by operating activities: |
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Bad debt expense |
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Depreciation and amortization |
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Gain on disposal of fixed assets |
( |
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Stock-based compensation expense |
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Amortization of debt issuance cost |
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Tax payments related to shares cancelled for vested restricted stock awards |
( |
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Deferred income taxes |
( |
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Extinguishment of debt issuance cost |
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Changes in operating assets and liabilities: |
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Trade accounts receivable |
( |
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Inventories |
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Other current assets |
( |
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Right-of-use assets |
( |
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Other long-term assets |
( |
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Accounts payable |
( |
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Accrued expenses |
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Net cash provided by operating activities |
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INVESTING ACTIVITIES: |
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Proceeds from sale of fixed assets |
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Capital expenditures |
( |
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Net cash used in investing activities |
( |
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FINANCING ACTIVITIES: |
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Line of credit proceeds (payments) |
( |
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Debt issuance cost |
( |
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Proceeds from exercise of stock options |
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Term Loan payments |
( |
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Net cash used in financing activities |
( |
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Net increase (decrease) in cash and cash equivalents |
( |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
$ | $ | ||||||
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Supplemental cash flow information – income taxes paid |
$ | $ | ||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
RF INDUSTRIES, LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Unaudited interim condensed consolidated financial statements
Our accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, which are normal and recurring, and other items of gain (loss) and expense required in our view under ASC 270, Interim Reporting, have been included for a fair statement of the financial position. Information included in the condensed consolidated balance sheet as of October 31, 2024 has been derived from, and certain terms used herein are defined in, the audited consolidated financial statements of RF Industries, Ltd. as of October 31, 2024 included in our Annual Report on Form 10-K (the “Form 10-K”) for the year ended October 31, 2024 that was previously filed with the Securities and Exchange Commission (“SEC”). Operating results for the nine months ended July 31, 2025 are not necessarily indicative of the results that may be expected for the year ended October 31, 2025. The unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and footnotes thereto included in our Form 10-K.
Our accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand along with the current credit facility with Eclipse Business Capital (“EBC”) to meet its obligations as they become due.
For the three and nine months ended July 31, 2025, we generated operating income of $
On March 15, 2024, the Company entered into the loan and security agreement with EBC, as administrative agent, pursuant to which proceeds from initial drawings under the credit facility with EBC were used to repay in full the outstanding obligations under the prior revolving credit facility and term loan that we had with Bank of America, N.A. (the “Term Loan”). The Term loan was terminated upon entry into the loan and security agreement with EBC.
Principles of consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of RF Industries, Ltd., Cables Unlimited, Inc. (“Cables Unlimited”), Rel-Tech Electronics, Inc. (“Rel-Tech”), C Enterprises, Inc. (“C Enterprises”), Schroff Technologies International, Ltd. (“Schrofftech”), and Microlab/FXR LLC (“Microlab”), wholly-owned subsidiaries of RF Industries, Ltd. All intercompany balances and transactions have been eliminated in consolidation.
Fair value measurement
We measure at fair value certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the following fair-value hierarchy:
Level 1— Quoted prices for identical instruments in active markets;
Level 2— Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
As of July 31, 2025 and October 31, 2024, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying value due to their short-term nature.
Recent accounting standards
Recently issued accounting pronouncements not yet adopted:
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures for the year ending October 31, 2025.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to expand the disclosure requirements for income taxes, specifically related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.
Note 2 – Concentrations of credit risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We maintain our cash and cash equivalents with high-credit quality financial institutions. At July 31, 2025, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $
Sales from each customer that were 10% or greater of net sales were as follows:
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Three Months Ended July 31, |
Nine Months Ended July 31, |
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2025 |
2024 |
2025 |
2024 |
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Wireless provider A |
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Distributor A |
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Distributor B |
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For the three months ended July 31, 2025, wireless provider accounted for
Note 3 – Inventories and major vendors
Inventories, consisting of materials, labor and manufacturing overhead, are stated at the lower of cost or net realizable value. Cost has been determined using the weighted average cost method. Inventories consist of the following (in thousands):
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July 31, 2025 |
October 31, 2024 |
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Raw materials and supplies |
$ | $ | ||||||
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Work in process |
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Finished goods |
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Totals |
$ | $ | ||||||
For the three months ended July 31, 2025 and 2024, single vendor accounted for 10% or more of inventory purchases. For the nine months ended July 31, 2025 and 2024, single vendor accounted for 10% or more of inventory purchases. We have arrangements with these vendors to purchase products based on purchase orders that we periodically issue.
Note 4 – Other current assets
Other current assets consist of the following (in thousands):
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July 31, 2025 |
October 31, 2024 |
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Prepaid taxes |
$ | $ | ||||||
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Prepaid expense |
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Deposits |
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Other |
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Totals |
$ | $ | ||||||
Note 5 – Accrued expenses and other current liabilities
Accrued expenses consist of the following (in thousands):
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July 31, 2025 |
October 31, 2024 |
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Wages payable |
$ | $ | ||||||
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Accrued receipts |
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Deferred revenue |
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Other accrued expenses |
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Totals |
$ | $ | ||||||
Accrued receipts represent purchased inventory for which invoices have not been received.
Note 6 – Income (Loss) per share
Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding increased by the effects of assuming that other potentially dilutive securities (such as stock options) outstanding during the period had been exercised and the treasury stock method had been applied. During the three months ended July 31, 2025, we reported a net income. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation due to their anti-dilutive effect. Potentially issuable securities that are out-of-the-money totaled
The following table summarizes the computation of basic and diluted weighted average shares outstanding:
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Three Months Ended July 31, |
Nine Months Ended July 31, |
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2025 |
2024 |
2025 |
2024 |
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Weighted average shares outstanding for basic earnings per share |
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Add effects of potentially dilutive securities-assumed exercise of stock options |
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Weighted average shares outstanding for diluted earnings per share |
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Note 7 – Stock-based compensation and equity transactions
On November 1, 2023, we granted
On January 11, 2024, we granted a total of
On April 16, 2024, we granted a total of
On December 2, 2024, we granted
On January 13, 2025, we granted a total of
other shares or options were granted to Company employees during the three and nine months ended July 31, 2025 and 2024.
The fair value of each option granted during the nine months ended July 31, 2025 and 2024 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:
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Nine Months Ended July 31, |
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2025 |
2024 |
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Weighted average volatility |
% | % | ||||||
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Expected dividends |
% | % | ||||||
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Expected term (in years) |
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Risk-free interest rate |
% | % | ||||||
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Weighted average fair value of options granted during the year |
$ | $ | ||||||
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Weighted average fair value of options vested during the year |
$ | $ | ||||||
Expected volatilities are based on historical volatility of our stock price and other factors. We used the historical method to calculate the expected life of the 2025 and 2024 option grants. The expected life represents 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.
Company stock option plans
Descriptions of our stock option plans are included in Note 8 to our audited financial statements included in our Annual Report on Form 10-K for the year ended October 31, 2024. A summary of the status of the options granted under our stock option plans as of July 31, 2025 and the changes in options outstanding during the nine months then ended is presented in the table that follows:
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2025 |
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Shares or |
Weighted |
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Price Per |
Average |
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Share |
Exercise Price |
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Outstanding at beginning of November 1, 2024 |
$ | |||||||||
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Options granted |
$ | |||||||||
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Options exercised |
( |
) | $ | |||||||
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Options canceled or expired |
( |
) | $ | |||||||
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Options outstanding at July 31, 2025 |
$ | |||||||||
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Options exercisable at July 31, 2025 |
$ | |||||||||
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Options vested and expected to vest at July 31, 2025 |
$ | |||||||||
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Option price range at July 31, 2025 |
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$ |
- | $ |
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Aggregate intrinsic value of options exercised during year |
$ | |||||||||
Weighted average remaining contractual life of options outstanding as of July 31, 2025:
Weighted average remaining contractual life of options exercisable as of July 31, 2025:
Weighted average remaining contractual life of options vested and expected to vest as of July 31, 2025:
Aggregate intrinsic value of options outstanding at July 31, 2025: $
Aggregate intrinsic value of options exercisable at July 31, 2025: $
Aggregate intrinsic value of options vested and expected to vest at July 31, 2025: $
As of July 31, 2025, $
Stock option expense
During the three months ended July 31, 2025 and 2024, stock-based compensation expense totaled $
Note 8 – Segment information
We aggregate operating divisions into reporting segments that have similar economic characteristics 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; and (5) if applicable, the nature of the regulatory environment. Based upon this evaluation, as of July 31, 2025, we had reportable segments – RF Connector and Cable Assembly (“RF Connector”) segment and Custom Cabling Manufacturing and Assembly (“Custom Cabling”) segment.
The RF Connector segment consists of three divisions and the Custom Cabling segment also consists of three divisions. The six divisions that met the quantitative thresholds for segment reporting are the RF Connector and Cable Assembly division (“RF Connector division”), Cables Unlimited, Rel-Tech, C Enterprises, Schrofftech, and Microlab. While each segment has similar products and services, there was little overlapping of these services to their customer base. The biggest difference in segments is in the channels of sales; sales or products and services for the RF Connector segment were primarily through the distribution channel, while the Custom Cabling segment sales were through a combination of distribution and direct to end customer.
As reviewed by our chief operating decision maker, we evaluate the performance of each segment based on income or loss before income taxes. We charge depreciation and amortization directly to each division within the segment. Accounts receivable, inventory, property and equipment, right-of-use assets, goodwill and intangible assets are the only assets identified by segment. Except as discussed above, the accounting policies for segment reporting are the same for the Company as a whole.
All of our operations are conducted in the United States; however, we derive a portion of our revenue from export sales. We attribute sales to geographic areas based on the location of the customers. The following table presents the sales by geographic area for the three and nine months ended July 31, 2025 and 2024 (in thousands):
|
Three Months Ended July 31, |
Nine Months Ended July 31, |
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|
2025 |
2024 |
2025 |
2024 |
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|
United States |
$ | $ | $ | $ | ||||||||||||
|
Foreign Countries: |
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|
Canada |
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|
Germany |
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|
All Other |
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|
Totals |
$ | $ | $ | $ | ||||||||||||
Net sales, (loss) income before provision for income taxes and other related segment information for the three months ended July 31, 2025 and 2024 are as follows (in thousands):
|
RF Connector |
Custom Cabling |
|||||||||||||||
|
and |
Manufacturing and |
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|
2025 |
Cable Assembly |
Assembly |
Corporate |
Total |
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|
Net sales |
$ | $ | $ | $ | ||||||||||||
|
(Loss) income before provision for income taxes |
( |
) | ( |
) | ||||||||||||
|
Depreciation and amortization |
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|
Total assets |
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|
Expenditures for Segment Assets |
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|
2024 |
||||||||||||||||
|
Net sales |
$ | $ | $ | $ | ||||||||||||
|
(Loss) income before provision for income taxes |
( |
) | ( |
) | ( |
) | ||||||||||
|
Depreciation and amortization |
||||||||||||||||
|
Total assets |
||||||||||||||||
|
Expenditures for Segment Assets |
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Net sales, (loss) income before provision for income taxes and other related segment information for the nine months ended July 31, 2025 and 2024 are as follows (in thousands):
|
RF Connector |
Custom Cabling |
|||||||||||||||
|
and |
Manufacturing and |
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|
2025 |
Cable Assembly |
Assembly |
Corporate |
Total |
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|
Net sales |
$ | $ | $ | $ | ||||||||||||
|
(Loss) income before provision for income taxes |
( |
) | ( |
) | ||||||||||||
|
Depreciation and amortization |
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|
Total assets |
||||||||||||||||
|
Expenditures for Segment Assets |
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|
2024 |
||||||||||||||||
|
Net sales |
$ | $ | $ | $ | ||||||||||||
|
(Loss) income before provision for income taxes |
( |
) | ( |
) | ( |
) | ||||||||||
|
Depreciation and amortization |
||||||||||||||||
|
Total assets |
||||||||||||||||
|
Expenditures for Segment Assets |
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Note 9 – Income taxes
In accordance with applicable accounting guidance, the Company is required to use an estimated annual effective tax rate to compute its tax provision during an interim period. However, there is an exception to the use of this method when a reliable estimate of the annual effective tax rate cannot be made due to the sensitivity of changes in estimates of ordinary income (loss). In that case, an entity may report the actual tax provision or benefit applicable when annual income (loss) cannot be estimated as a discrete item in the interim period. This exception was used in determining the tax provision for the nine months ended July 31, 2025.
We recorded income tax provisions (benefits) of $
We had $
The Company assesses all positive and negative evidence in determining if, based on the weight of such evidence, a valuation allowance is required to be recorded against the deferred tax assets as of July 31, 2025. The Company has evaluated future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In making such judgements, significant weight is given to evidence that can be objectively verified. After analyzing all available evidence, including the recent trend of losses, the Company has determined that it is not more likely than not that all of its deferred tax assets will be realized, and therefore, has a partial valuation allowance against its deferred tax assets. The Company's valuation allowance was $
On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the “One Big Beautiful Bill Act” (OBBBA), which constitutes the enactment date under GAAP. Key corporate tax provisions of the OBBBA include the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (R&E) expenditures, modifications to Section 163(j) interest expense limitations, updates to the rules governing foreign-derived intangible income (FDII), and the expansion of Section 162(m) aggregation requirements.
Under GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. Accordingly, the impact of the OBBBA is reflected in the Company’s financial statements for the third quarter of fiscal 2025, to the extent applicable, as the tax law changes primarily take effect for the fiscal year ending October 31, 2026. The tax law changes did not change the annual effective tax rate for fiscal 2025 or the valuation allowance assessment. The Company is currently evaluating the impact of the OBBBA for fiscal 2026, and an estimate of the financial effect is not available yet.
Note 10 – Intangible assets
Intangible assets consist of the following as of July 31, 2025 and October 31, 2024 (in thousands):
|
July 31, 2025 |
October 31, 2024 |
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|
Amortizable intangible assets: |
||||||||
|
Non-compete agreement (estimated life years) |
$ | $ | ||||||
|
Accumulated amortization |
( |
) | ( |
) | ||||
|
Customer relationships (estimated lives |
||||||||
|
Accumulated amortization |
( |
) | ( |
) | ||||
|
Backlog (estimated life - years) |
||||||||
|
Accumulated amortization |
( |
) | ( |
) | ||||
|
Patents (estimated life |
||||||||
|
Accumulated amortization |
( |
) | ( |
) | ||||
|
Tradename (estimated life |
||||||||
|
Accumulated amortization |
( |
) | ( |
) | ||||
|
Proprietary technology (estimated life |
||||||||
|
Accumulated amortization |
( |
) | ( |
) | ||||
|
Totals |
$ | $ | ||||||
|
Non-amortizable intangible assets: |
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|
Trademarks |
$ | $ | ||||||
Amortization expense for the nine months ended July 31, 2025 and the year ended October 31, 2024 was $
Note 11 – Commitments
We have operating leases for corporate offices, manufacturing facilities, and certain storage units. Our leases have remaining lease terms of year to years. A portion of our operating leases are leased from K&K Unlimited, a company controlled by Darren Clark, the former owner and current President of Cables Unlimited, to whom we make rent payments totaling $
We also have other operating leases for certain equipment. The components of our facilities and equipment operating lease expenses for the periods ended July 31, 2025 and 2024 were as follows (in thousands):
|
Three Months Ended July 31, |
Nine Months Ended July 31, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Operating lease cost |
$ | $ | $ | $ | ||||||||||||
As of July 31, 2025, operating lease right-of-use assets were $
Note 12 – Term Loan and Line of credit
On March 15, 2024, we entered into a loan and security agreement (the “EBC Credit Agreement”) with EBC, as administrative agent, and used proceeds from the initial drawings under the EBC Credit Facilities (as defined below) to repay in full outstanding obligations under the loan agreement we had entered into in February 2022 with Bank of America, N.A. (the “BofA Loan Agreement”) and to pay fees, premiums, costs and expenses, including fees payable in connection with the EBC Credit Agreement. The BofA Loan Agreement was terminated upon entry into the EBC Credit Agreement and is no longer in effect.
The EBC Credit Agreement provides for (i) a senior secured revolving loan facility of up to $
In the absence of an Event of Default (as defined in the EBC Credit Agreement) or certain other events (including the inability of EBC to determine the secured overnight financing rate “SOFR”), borrowings under (a) the EBC Revolving Loan Facility accrue interest at a rate of the one-month term SOFR reference rate plus an adjustment of
Borrowings under the EBC Credit Agreement are secured by a security interest in certain assets of the Company and are subject to certain loan covenants. The EBC Credit Facilities require the maintenance of certain financial covenants, including (i) Excess Availability (as defined in the EBC Credit Agreement) of at least, as of any date of determination, an amount equal to the greater of (a) $
We filed the EBC Credit Agreement as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended January 31, 2024 and the First Amendment as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended July 31, 2024.
Debt issuance costs related to the EBC Credit Agreement have been capitalized and the remaining balance, which is included as part of our other long-term assets balance, totaled $
As of July 31, 2025, our outstanding borrowings under the EBC Credit Agreement were $
Note 13 – Cash dividend and declared dividends
We did pay any dividends during the three or nine months ended July 31, 2025, during the three or nine months ended July 31, 2024.
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements 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 statements are only predictions. Actual events or results may differ materially.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Company, nor any other person, assumes responsibility for the accuracy and completeness of the forward-looking statements. We are under no obligation to update any of the forward-looking statements after the filing of this Quarterly Report on Form 10-Q to conform such statements to actual results or to changes in its expectations.
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this Form 10-Q. Readers are also urged to carefully review and consider the various disclosures made by the Company which attempt to advise interested parties of the factors which affect our business, including without limitation the disclosures made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the caption “Risk Factors,” and the audited consolidated financial statements and related notes included in our Annual Report filed on Form 10-K for the year ended October 31, 2024 and other reports and filings made with the Securities and Exchange Commission (“SEC”).
Critical Accounting Estimates
The Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) is based on our Consolidated Condensed Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue and expenses, and the disclosure of contingent liabilities. Management believes that there have been no material changes during the three months ended July 31, 2025 to the items that we disclosed as our critical accounting estimates in the MD&A in our Annual Report on Form10-K for the fiscal year ended October 31, 2024.
Overview
RF Industries, Ltd. (together with subsidiaries, the “Company,” “we”, “us”, or “our”) is a national manufacturer and marketer of interconnect products and systems, including high-performance components such as RF connectors and adapters, 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. Through our manufacturing and production facilities, we provide a wide selection of interconnect products and solutions primarily to telecommunications carriers and equipment manufacturers, wireless and network infrastructure carriers and manufacturers and to various original equipment manufacturers (“OEMs”) in several market segments. We also design, engineer, manufacture and sell energy-efficient cooling systems and integrated small cell solutions and related components.
We operate through two reporting segments: (i) the RF Connector and Cable Assembly (“RF Connector”) segment, and (ii) the Custom Cabling Manufacturing and Assembly (“Custom Cabling”) segment. The RF Connector segment primarily designs, manufactures, markets and distributes a broad range of RF connector, adapter, coupler, divider, and cable products, including coaxial passives and cable assemblies that are used in telecommunications and information technology, OEM markets and other end markets. The Custom Cabling segment designs, manufactures, markets and distributes custom copper and fiber cable assemblies, complex hybrid fiber optic and power solution cables, electromechanical wiring harnesses for a broad range of applications in a diverse set of end markets, energy-efficient cooling systems for wireless base stations and remote equipment shelters and custom designed, pole-ready 4G and 5G small cell integrated enclosures.
For the nine months ended July 31, 2025, revenues from the Custom Cabling segment were generated from the sale of fiber optics cable, copper cabling, custom patch cord assemblies, and wiring harnesses, which collectively accounted for 53% of the Company’s total sales. Revenues from the RF Connector segment were generated from the sales of RF Connector products and cable assemblies and accounted for 47% of total sales for the nine months ended July 31, 2025. The RF Connector segment mostly sells standardized products regularly used by customers and, therefore, has a more stable revenue stream. On the other hand, the Custom Cabling segment mostly designs, manufactures, and sells customized cabling and wireless-related equipment under larger purchase orders. Accordingly, the Custom Cabling segment is more dependent upon larger orders and its revenues can therefore be more volatile than the revenues of the RF Connector segment.
Our corporate headquarters are located at 16868 Via Del Campo Court, Suite 200, San Diego, CA 92127. Our phone number is (858) 549-6340.
Liquidity and Capital Resources
Historically, we have been able to fund our liquidity and other capital requirements from funds we generated from operations. We generated operating income during the nine months ended July 31, 2025, as we saw sales continue to recover during the current period. Further, the cost-cutting measures that were implemented to reduce our operating expenses and to help drive positive operating cash flow and increase liquidity have started to be realized. These cost-cutting efforts included consolidating facilities and recognizing the related operating efficiencies and synergies in our production operations. We intend to continue to pursue additional continuous improvement and cost reduction measures, as well as organic growth in revenue and profitability.
As of July 31, 2025, we had a total of $3.0 million of cash and cash equivalents compared to a total of $0.8 million of cash and cash equivalents as of October 31, 2024. As of July 31, 2025, we had working capital of $13.1 million and a current ratio of approximately 1.6:1 with current assets of $34.1 million and current liabilities of $21.0 million. We believe that the amount of cash remaining, plus the amount available to us under the EBC Revolving Loan Facility, will be sufficient to fund our anticipated liquidity needs.
As of July 31, 2025, we had $19.7 million of backlog, compared to $19.5 million as of October 31, 2024, due primarily to shipments against our backlog and timing of orders. Since purchase orders are submitted from customers based on the timing of their requirements, our ability to predict orders in future periods or trends in future periods is limited. Furthermore, purchase orders may be subject to cancellation from customers, although we have not historically experienced material cancellations of purchase orders.
In the nine months ended July 31, 2025, we generated $2.5 million of cash in our operating activities. This net inflow of cash is primarily related to a decrease in inventories of $0.6 million as a result of better inventory management and supply chain conditions improving allowing us to carry less inventory on hand, $1.8 million from depreciation and amortization, $1.0 million from the change in accounts payable, $0.6 million from stock-based compensation expense, $2.1 million from the change in accrued expenses, $0.1 million from amortization of debt issuance costs and $31,000 from bad debt expense. The cash usage was primarily due to the net loss of $0.1 million, the change in accounts receivable of $3.3 million, the change in other current assets of $0.1 million, right-of-use assets of $0.3 million, $43,000 tax payments on cancelled shares of restricted stock, $12,000 gain on disposal of fixed assets and $3,000 from deferred income taxes.
During the nine months ended July 31, 2025, we also spent $170,000 on capital expenditures, repaid $0.4 million on the revolving credit facility with EBC, received $0.2 million in proceeds from the exercise of stock options and received $12,000 in proceeds from sales of fixed assets.
Our goal to expand and grow our business both organically and through acquisitions may require material additional capital equipment. In the past, we have purchased all additional equipment or financed some of our equipment and furnishings requirements through capital leases. At this time, we have not identified any additional capital equipment purchases that would require significant additional leasing or capital expenditures during the next 12 months. We also believe that based on our current financial condition, our current backlog of unfulfilled orders, and our anticipated future operations, we would be able to finance our expansion, if necessary.
From time to time, we may undertake acquisitions of other companies or product lines in order to diversify our product and solutions offerings and customer base. Conversely, we may undertake the disposition of a division or product line due to changes in our business strategy or market conditions. Acquisitions may require the outlay of cash, which may reduce our liquidity and capital resources while dispositions may increase our cash position, liquidity and capital resources. Since our goal is to continue to expand our operations and accelerate our growth through future acquisitions, we may use some of our current capital resources to fund acquisitions we may undertake in the future.
Results of Operations
Three Months Ended July 31, 2025 vs. Three Months Ended July 31, 2024
Net sales for the three months ended July 31, 2025 (the “fiscal 2025 quarter”) increased by 17.9%, or $3.0 million, to $19.8 million as compared to the three months ended July 31, 2024 (the “fiscal 2024 quarter”). Net sales for the fiscal 2025 quarter at the Custom Cabling segment increased by $3.5 million, or 49.3%, to $10.6 million, compared to $7.1 million in the fiscal 2024 quarter. The increase was primarily driven by aerospace and new market penetration in our Custom Cabling segment. Net sales for the fiscal 2025 quarter at the RF Connector segment decreased by $0.5 million, or 5.2%, to $9.2 million as compared to $9.7 million in the fiscal 2024 quarter, primarily due to timing of small cell applications and deployment.
Gross profit for the fiscal 2025 quarter increased by $1.7 million to $6.7 million, and gross margins increased to 34% of sales compared to 29.5% of sales in the fiscal 2024 quarter. The increases in gross profit and gross margins were primarily related to the overall product mix and new market penetration.
Engineering expenses increased by $0.1 million to $0.8 million in the fiscal 2025 quarter compared to $0.7 million in the fiscal 2024 quarter. The increase was the result of new product development. Engineering expenses represent costs incurred relating to the ongoing research and development of current and new products.
Selling and general expenses increased by $0.5 million to $5.2 million (26.5% of sales) compared to $4.7 million (28.1% of sales) in the third quarter last year primarily due to an increase in variable compensation related to commissions and bonuses as a result of the higher sales and investment in additional resources.
For the fiscal 2025 quarter, the Custom Cabling segment had pretax income of $2.1 million and the RF Connector segment had a pretax loss of $1.4 million, as compared to $0.3 million income and $0.7 million loss, respectively, for the comparable quarter last year. The increase in pretax income at the Custom Cabling segment was the result of product mix servicing the aerospace and enterprise markets. The increase in pretax loss at the RF Connector segment was primarily due to a decrease in sales relating to timing of orders.
For the fiscal 2025 and 2024 quarters, we recorded income tax provision of $88,000 and income tax benefit of $52,000, respectively. The effective tax rate was 18.3% for the fiscal 2025 quarter, compared to 6.9% for the fiscal 2024 quarter. The change in the effective tax rate from the fiscal 2025 quarter to fiscal 2024 quarter was primarily driven by the effects of the change in valuation allowance, research and development credits, state income taxes, and other expected permanent differences.
For the fiscal 2025 quarter, net income was $0.4 million and fully diluted earnings per share was $0.04, compared to a net loss of $0.7 million and fully diluted loss per share of $0.07 for the fiscal 2024 quarter. For the fiscal 2025 quarter, the diluted weighted average shares outstanding were 10,668,375 as compared to 10,495,082 for the fiscal 2024 quarter.
Nine Months Ended July 31, 2025 vs. Nine Months Ended July 31, 2024
Net sales for the nine months ended July 31, 2025 (the “fiscal 2025 nine-month period”) of $57.9 million increased by 24.8%, or $11.5 million, compared to the nine months ended July 31, 2024 (the “fiscal 2024 nine-month period”). The increase in net sales is attributable mainly to the Custom Cabling segment, which increased by $12.6 million, or 70.0%, to $30.6 million compared to $18.0 million in the fiscal 2024 nine-month period, primarily driven by tier one carrier applications for our direct air cooling and small cell enclosure offering and new market penetration through our Cables Unlimited business division. Net sales for the fiscal 2025 nine-month period at the RF Connector segment decreased by $1.1 million, or 3.9%, to $27.3 million compared to $28.4 million in the fiscal 2024 nine-month period, primarily due to fluctuations in our distribution business.
Gross profit for the fiscal 2025 nine-month period increased by $5.3 million to $18.4 million while gross margins increased to 31.8% of sales compared to 28.2% of sales in the fiscal 2024 nine-month period. The increases in gross profit and gross margins were primarily driven by applications for our direct air cooling and small cell enclosure offerings and our diverse custom cabling product offerings into aerospace and enterprise markets.
Engineering expenses remained consistent at $2.1 million for the fiscal 2025 nine-month period compared to the fiscal 2024 nine-month period. Engineering expenses represent costs incurred relating to the ongoing research and development of new products.
Selling and general expenses increased by $1.5 million to $15.4 million (26.6% of sales) compared to $13.9 million (30.0% of sales) in the nine-month period last year primarily due to an increase in variable compensation related to commissions as a result of the higher sales, bonuses and investment in additional resources. We incurred one-time charges of $0.2 million relating to severance and related legal expenses in the fiscal 2025 nine-month period.
For the fiscal 2025 nine-month period, pretax income for the Custom Cabling segment was $5.3 million and the pretax loss for the RF Connector segment was $4.2 million, as compared to $0.4 million income and $3.1 million loss, respectively, for the comparable nine-month period last year.
For the fiscal 2025 and 2024 nine-month periods, we recorded income tax provision of $259,000 and $2,766,000, respectively. The effective tax rate was 160.9% for the fiscal 2025 nine-month period, compared to (76.9%) for the fiscal 2024 nine-month period. The change in effective tax rate for the fiscal 2025 and 2024 nine-month periods was primarily driven by the effects of the change in valuation allowance, research and development credits, state income taxes, and other expected permanent differences.
For the fiscal 2025 nine-month period, net loss was $0.1 million and fully diluted loss per share was ($0.01) per share as compared to a net loss of $6.4 million and fully diluted loss per share of ($0.61) per share for the fiscal 2024 nine-month period. For the fiscal 2025 nine-month period, the diluted weighted average shares outstanding were 10,632,566 as compared to 10,466,862 for the fiscal 2024 nine-month period.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide reasonable assurance only of achieving the desired control objectives, and we necessarily are required to apply our judgment in weighing the costs and benefits of possible new or different controls and procedures. Limitations are inherent in all control systems, so no evaluation of controls can provide absolute assurance that all control issues and any fraud have been detected. Because of the inherent limitations, we regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, and to maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of July 31, 2025.
Changes in Internal Control Over Financial Reporting
During the third quarter of fiscal 2025, there were no changes in the internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company is a party to various claims and legal proceedings that arise in the ordinary course of business. Except as discussed below, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition, results of operations, or cash flows. The Company discloses contingent liabilities even if the liability is not probable or estimable, or both, if there is a reasonable possibility that a material loss may have been incurred.
Employee Class Action
On July 24, 2024, a former employee (“Plaintiff”) filed a class action lawsuit against the Company and its subsidiary C Enterprises, Inc., in San Diego County Superior Court. The case is before the Honorable Gregory W. Pollack, and asserts allegations of California state law violations pertaining to: (1) straight time wages; (2) overtime wages; (3) meal periods; (4) rest periods; (5) business expense reimbursement; (6) timely payment of wages at termination; (7) provision of accurate itemized wage statements; and (8) California’s unfair competition law. This action seeks damages on behalf of a putative class of non-exempt employees who worked for the Company in California at any time from July 24, 2020, through the present.
On July 23, 2024, Plaintiff provided notice of the alleged violations of law above to California’s Labor and Workforce Development Agency (“LWDA”) under the Private Attorneys General Act of 2004 (“PAGA”). On or about October 18, 2024, Plaintiff filed her First Amended Complaint (“FAC”), which amended her class complaint to include a cause of action under PAGA, whereby Plaintiff seeks penalties on behalf of the State of California and other similarly situated employees for the period of August 14, 2023, through the present.
As of September 11, 2025, no class certification deadline or trial date has been set. The parties attended private mediation on August 7, 2025. The parties thereafter reached a settlement in principle, for which the parties are currently negotiating a long-form settlement agreement. Any settlement will be subject to Court approval. A case management conference is scheduled for December 19, 2025.
Item 1A. Risk Factors
Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or our industry, as well as risks that affect businesses in general. In addition to the information and risk factors set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024, filed with the SEC on January 21, 2025 (the “Annual Report”). The risks disclosed in such Annual Report and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows, or results of operations and thus our stock price. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report. Other than the risk factor set forth below, we believe there have been no material changes in our risk factors from those disclosed in the Annual Report. However, additional risks and uncertainties not currently known or which we currently deem to be immaterial may also materially adversely affect our business, financial condition, or results of operations.
These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. Because of such risk factors, as well as other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
We are subject to risks from changes to the trade policies, tariffs and import and export regulations of the U.S. and foreign governments.
Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and foreign governments, could require us to change the way we conduct business and negatively affect our business performance, financial condition, results of operations, and our relationships with customers, suppliers, and employees. Likewise, changes in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business.
For example, recently, the U.S. government imposed significant tariffs on foreign imports into the United States, including higher tariff levels on imports from China, Mexico and Canada. The U.S. continues to implement new, reinstated or adjusted tariffs, and we expect that it will continue with this practice. These actions have and are expected to continue to result in retaliatory measures on U.S. goods. The current situation is dynamic, and we cannot predict at this time whether the imposed tariffs will be maintained. If maintained, such tariffs and the potential escalation of trade disputes could pose a significant risk to our business, including an increase to the cost of our products and, to the extent we absorb the costs of tariffs and do not pass them through to our customers, higher cost of goods sold and lower gross profit and margins. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, including negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. Likewise, tariffs and import and export regulations could also limit the availability of our products, prompt consumers to seek alternative products and provide an opportunity for competitors not subject to such tariffs to establish a presence in markets where we conduct our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements
During the quarterly period ended July 31, 2025, director or officer adopted or terminated any Rule 10b5-1 trading arrangement, and/or any non-Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408 of Regulation S-K).
Item 6. Exhibits
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101.INS |
Inline XBRL Instance Document. |
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101.SCH |
Inline XBRL Taxonomy Schema. |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase. |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase. |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase. |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase. |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 thereunto duly authorized.
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RF INDUSTRIES, LTD. |
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Date: September 11, 2025 |
By: |
/s/ Robert Dawson |
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Robert Dawson Chief Executive Officer (Principal Executive Officer) |
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Date: September 11, 2025 |
By: |
/s/ Peter Yin |
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Peter Yin Chief Financial Officer (Principal Financial and Accounting Officer) |
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Exhibit 31.1
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Robert Dawson, certify that:
1. I have reviewed this report on Form 10-Q for the quarter ended July 31, 2025 of RF Industries, Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: September 11, 2025 |
/s/ Robert Dawson |
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Robert Dawson |
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Chief Executive Officer |
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Exhibit 31.2
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Peter Yin, certify that:
1. I have reviewed this report on Form 10-Q for the quarter ended July 31, 2025 of RF Industries, Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: September 11, 2025 |
/s/ Peter Yin |
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Peter Yin |
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Chief Financial Officer |
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Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of RF Industries, Ltd. (the “Company”) on Form 10-Q for the quarter ended July 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Robert Dawson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Date: September 11, 2025 |
/s/ Robert Dawson |
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Robert Dawson |
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Chief Executive Officer |
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Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of RF Industries, Ltd. (the “Company”) on Form 10-Q for the quarter ended July 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Peter Yin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Date: September 11, 2025 |
/s/ Peter Yin |
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Peter Yin |
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Chief Financial Officer |
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