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): December 22, 2021

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:

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

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

Emerging growth company ☐

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

On December 22, 2021, RF Industries, Ltd. (the “Company”) issued a press release announcing information regarding the Company’s financial results for the fourth quarter and the fiscal year ended October 31, 2021. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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

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.

ex_318849.htm

Exhibit 99.1

<br><br> <br><br><br> <br>Contacts:
RF Industries, Ltd.<br><br> <br>Peter Yin<br><br> <br>SVP/ CFO<br><br> <br>(858) 549-6340<br><br> <br>rfi@rfindustries.com	MKR Investor Relations<br><br> <br>Todd Kehrli<br><br> <br>Analyst/ Investor Contact<br><br> <br>(213) 277-5550<br><br> <br>rfil@mkr-group.com

RF Industries Reports Sales Growth of 38% Sequentially for the Fourth Quarter

and 33% Year Over Year for Fiscal 2021

SAN DIEGO, CA, December 22, 2021 – RF Industries, Ltd, (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced its unaudited financial results for the fourth quarter and fiscal year ended October 31, 2021.

Fourth Quarter Fiscal 2021 Highlights and Operating Results:

Fiscal 2021 Highlights and Operating Results:

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

“We are pleased to report our third consecutive quarter of strong sequential and year-over-year revenue growth for the fourth quarter, and significant growth in all our markets and channels for both the quarter and full fiscal year. The team did a great job to overcome the headwinds presented by the current state of the supply chain and increases in material and shipping costs. Our complete product offering enables us to sell into every wireless Tier-1 carrier’s network, as well as many of the largest tower and neutral host companies. Our investments in our go-to-market strategies are building positive momentum around new business, as evidenced by several multi-million dollar orders for our hybrid fiber solution received this past year that continue to contribute to our strong backlog.

“We are executing on our strategy to not only grow organically but also through acquisitions, and are excited to have announced last week that we are acquiring Microlab, a division of Wireless Telecom Group, and leader in RF and microwave products. As we look ahead for fiscal 2022, we expect our year-over-year revenue growth to be north of 10%, which should put our total fiscal 2022 sales at greater than $63 million. This expected growth rate does not include any revenue from the announced acquisition of Microlab, and any additional hybrid fiber orders from our Tier-1 customers would be upside to that number as well.”

Conference Call and Webcast

RF Industries will host a conference call and live webcast today at 5:30 a.m. Pacific Time (8:30 a.m. ET) to discuss its preliminary fiscal 2021 fourth quarter and full year financial results. To access the conference call, dial 888-506-0062 (US and Canada) or 973-528-0011 (International) and ask for the RF Industries fourth quarter call. In addition, a live and archived webcast of the conference call will be accessible on the investor relations section of the Company’s website at www.rfindustries.com. A phone replay of the conference call will also be available beginning approximately two hours after conclusion of the call and will remain available for two weeks. To access the phone replay, dial 877-481-4010 (US and Canada) or 919-882-2331 (International). The replay conference ID is 43940.

About RF Industries

RF Industries designs and manufactures a broad range of interconnect products across diversified, growing markets including wireless/wireline telecom, data communications and industrial. The Company's products include RF connectors, 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 Long Island, New York, Vista, California, Milford, Connecticut and North Kingstown, Rhode Island. Please visit the RF Industries website at www.rfindustries.com.

Forward-Looking Statements

This press release contains forward-looking statements with respect to future events, including the return of delayed project-based business and the Company’s long-term growth, 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 duration and continuing impact of the coronavirus pandemic on the U.S. economy and the Company’s customers; changes in the telecommunications industry; the Company's reliance on certain distributors and customers for a significant portion of anticipated revenues; the impact of existing and additional future tariffs imposed by U.S and foreign nations; the Company's ability to execute on its new go-to-market strategies and channel models; its ability to expand its OEM relationships; its ability to continue to deliver newly designed and custom fiber optic and cabling products to principal customers; its ability to maintain strong margins and diversify its customer base; and its ability to address the changing needs of the market. Further discussion of these and other potential risk factors may be found in the Company's public filings with the Securities and Exchange Commission (www.sec.gov) including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. All forward-looking statements are based upon information available to the Company on the date they are published and the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or new information after the date of this release.

Note Regarding Use of Non-GAAP Financial Measures

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

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

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

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(tables attached)

All values are in US Dollars.