false 0000740664 0000740664 2025-01-16 2025-01-16
 
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): January 16, 2025
 
R F INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or Other Jurisdiction
of Incorporation)
0-13301
(Commission File Number)
88-0168936
(I.R.S. Employer
Identification No.)
 
16868 Via Del Campo Court, Suite 200 San Diego, CA 92127
(Address of Principal Executive Offices, including Zip Code)
 
(858) 549-6340
(Registrant’s Telephone Number, Including Area Code)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
     
Common Stock, $0.01 par value per share
RFIL
NASDAQ Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 2.02         Results of Operations and Financial Condition.
 
On January 16, 2025, RF Industries, Ltd. (the “Company”) issued a press release announcing information regarding the Company’s financial results for the fourth quarter and fiscal year ended October 31, 2024. 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 (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
 
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.
     
January 16, 2025
By:
/s/ Peter Yin
Peter Yin
Chief Financial Officer
 
 

Exhibit 99.1

 

 

pic1.jpg

FOR IMMEDIATE RELEASE

 

 

RF Industries Reports Fourth Quarter and Fiscal Year 2024 Financial Results

 

SAN DIEGO, CA, January 16, 2025 RF Industries, Ltd, (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced fourth quarter and fiscal year 2024 financial results for the fiscal year ended October 31, 2024.

 

Fourth Quarter Fiscal 2024 Highlights and Operating Results:

 

 

Net sales were $18.5 million; an increase of 16% from $15.9 million year-over-year and a 10% increase from $16.8 million in the third fiscal quarter

 

Backlog of $19.5 million at year-end on fourth quarter bookings of $17.9 million. As of today, the backlog stands at $14.9 million

 

Gross profit margin was 31.3% up from 28.4% in the prior year quarter

 

Operating income was $96,000, an improvement from the operating loss of $1.1 million year-over-year

 

Consolidated net loss was $238,000, or $0.02 per diluted share, an improvement from a consolidated net loss of $851,000, or $0.08 per diluted share year-over-year

 

Non-GAAP net income was $394,000, or $0.04 per diluted share, compared to a non-GAAP net loss of $434,000, or $0.04 per diluted share in the fourth quarter of fiscal 2023

 

Adjusted EBITDA was $908,000, up from an Adjusted EBITDA loss of $108,000 year-over-year

 

Fiscal 2024 Highlights and Operating Results:

 

 

Net sales were $64.9 million, a decrease of 10% from $72.2 million year-over-year

 

Gross profit margin was 29.1%, an improvement of 200 basis points from 27.1% for fiscal year 2023

 

Operating loss was $2.8 million, an improvement from an operating loss of $3.8 million in fiscal 2023

 

Adjusted EBITDA was $838,000, up from $460,000 in the prior-year period

 

Cash and cash equivalents at year end were $839,000

 

Inventory decreased 21% year-over-year through designed improvements to procurement and supply chain processes

 

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

 

 

 

Management Commentary

 

“Our team put us on solid ground at year end by delivering improving performance throughout a challenging market environment in fiscal year 2024. Fourth quarter net sales increased 16% to $18.5 million, our gross profit margin improved 290 basis points to 31.3%, from 28.4% in the prior year, Adjusted EBITDA was $908,000, and we achieved an operating profit for the first time since the second quarter of fiscal year 2023, underscoring our heavy focus on driving profitability. We ended the year with a strong balance sheet after paying down our debt to $8.2 million versus $14.1 million at the end of last fiscal year,” said Robert Dawson, Chief Executive Officer of RF Industries.

 

“We did a lot of heavy lifting during the cyclical downturn to strategically position our business for a rebound. We believe in our overall strategy, and we stayed the course even through a challenging timeframe. This focus helped accelerate our ongoing transformation into a full solutions provider that has both a strong interconnect product offering and turnkey solutions for key applications in small cells, distributed antenna systems (DAS), industrial connectivity, and DAC thermal cooling. Today, we believe we have the right products and solutions, the right customer relationships and the right positioning within organizations. We bolstered our sales team with experienced talent who we expect will help us effectively penetrate our target markets, and we did this without increasing overall expense.”

 

“For fiscal year 2025, sales growth is a high priority, but we are also laser focused on profit improvement and pushing toward our goal of at least 10% Adjusted EBITDA margin. To accomplish this, we are taking a disruptive approach to the overall structure of our production and fulfilment operations. Over the next several quarters, we expect a completely redesigned operations infrastructure that will give us a competitive edge in the market—allow us to scale more quickly—and deliver sustainable profitability. We have a goal of achieving 10% Adjusted EBITDA or greater, and our team is fully engaged on the best ways to get there.”

 

“We are starting to see momentum, and even with some challenging market conditions still in the picture, we have more clarity going forward than we did at the end of fiscal year 2023. While the fiscal first quarter has typically been seasonally our most challenging, we anticipate that net sales will be roughly in line with our fourth quarter revenue of $18.5 million, a significant improvement over last year’s first quarter revenue of $13.5 million.  I am extremely proud and appreciative of the RFI team's hard work and efforts to identify new growth opportunities, and we are determined to generate additional momentum throughout fiscal 2025 and deliver on our financial goals that will create sustainable long-term value for our stakeholders,” concluded Dawson.

 

Conference Call and Webcast

 

RF Industries will host a conference call and live webcast today, January 16, 2025, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss its fiscal fourth quarter and full year 2024 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 331321.

 

About RF Industries

 

RF Industries designs and manufactures a broad range of interconnect products across diversified, growing markets, including wireless/wireline telecom, data communications and industrial. The Company's products include high-performance components used in commercial applications such as RF connectors and adapters, RF passives including dividers, directional couplers and filters, coaxial cables, data cables, wire harnesses, fiber optic cables, custom cabling, energy-efficient cooling systems and integrated small cell enclosures. The Company is headquartered in San Diego, California with additional operations in New York, Connecticut, Rhode Island and New Jersey. Please visit the RF Industries website at www.rfindustries.com.

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to future events. Forward-looking statements include, among others, statements concerning our expectations about profitability, revenues, industry trends, markets and demand for our products, backlog, financial goals, growth opportunities and the expected benefits and desirability of our products, in each case which are subject to a number of factors that could cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to: the Company’s cash and liquidity needs, ability to continue as a going concern, non-compliance with terms and covenants in our credit facility, changes in the telecommunications industry and materialization and timing of expected network buildouts; timing and breadth of new products; our ability to realize increased sales; successfully integrating new products and teams; our ability to execute on its go-to-market strategies and channel models; our reliance on certain distributors and customers for a significant portion of anticipated revenues; the impact of existing and additional future tariffs imposed by U.S. and foreign nations; our ability to expand our OEM relationships; our ability to continue to deliver newly designed and custom fiber optic and cabling products to principal customers; our ability to maintain strong margins and diversify our customer base; our ability to initiate operating efficiencies, cost savings and expense reductions; our ability to address the changing needs of the market and capitalize on new market opportunities; our ability to add value to our customer’s needs; the success of any product launches; and our ability to increase revenue, gross margins or obtain profitability in a timely manner. Further discussion of these and other potential risks and uncertainties may be found in the Company's public filings with the Securities and Exchange Commission (www.sec.gov) including our Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. All forward-looking statements are based upon information available to the Company on the date they are published, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or new information after the date of this release.

 

Note Regarding Use of Non-GAAP Financial Measures

 

To supplement our unaudited condensed financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including adjusted earnings before interest, taxes, depreciation, amortization (Adjusted EBITDA), non-GAAP net income, non-GAAP net loss and non-GAAP earnings per share, basic and diluted (non-GAAP EPS).

 

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

 

In computing Adjusted EBITDA, non-GAAP net income, non-GAAP net loss and non-GAAP EPS, we exclude stock-based compensation expense, which represents non-cash charges for the fair value of stock options and other non-cash awards granted to employees, non-cash and other lease charges, and severance. For Adjusted EBITDA, we also exclude depreciation, amortization, interest expense 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, non-GAAP net loss and non-GAAP EPS measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. Our Adjusted EBITDA, non-GAAP net income, non-GAAP net loss and non-GAAP EPS are not measurements of financial performance under GAAP and should not be considered as an alternative to operating or net income or as an indication of operating performance or any other measure of performance derived in accordance with GAAP. We do not consider these non-GAAP measures to be a substitute for, or superior to, the information provided by GAAP financial results. Non-GAAP financial measures are subject to limitations and should be read only in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance. A reconciliation of specific adjustments to GAAP results is provided in the last two tables at the end of this press release.

 

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

 

 

RF Industries Contact:

Peter Yin

SVP and CFO

(858) 549-6340

rfi@rfindustries.com 

 

IR Contact:

Margaret Boyce

Financial Profiles, Inc.

(310) 622-8247

RFIL@finprofiles.com 

 

 

Source: RF Industries

# # #

 

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

   

Oct. 31,

   

Oct. 31,

 
   

2024

   

2023

 

 

 

(unaudited)

   

(audited)

 
ASSETS            

CURRENT ASSETS

               

Cash and cash equivalents

  $ 839     $ 4,897  

Trade accounts receivable, net

    12,119       10,277  

Inventories

    14,725       18,730  

Other current assets

    1,430       2,136  

TOTAL CURRENT ASSETS

    29,113       36,040  
                 

Property and equipment, net

    4,813       4,924  

Operating right of use asset, net

    15,265       15,689  

Goodwill

    8,085       8,085  

Amortizable intangible assets, net

    11,908       13,595  

Non-amortizable intangible assets

    1,174       1,174  

Deferred tax assets

    -       2,494  

Other assets

    688       277  

TOTAL ASSETS

  $ 71,046     $ 82,278  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
CURRENT LIABILITIES                

Accounts payable and accrued expenses

  $ 8,045     $ 7,773  

Line of Credit

    8,197       1,000  

Current portion of Term Loan

    -       2,424  

Current portion of operating lease liabilities

    1,848       1,314  

TOTAL CURRENT LIABILITIES

    18,090       12,511  
                 

Operating lease liabilities

    18,680       19,284  

Term Loan, net of debt issuance cost

    -       10,721  

Deferred tax liabilities

    210       -  

TOTAL LIABILITIES

    36,980       42,516  
                 

COMMITMENTS AND CONTINGENCIES

               
                 

STOCKHOLDERS' EQUITY

               

Common stock, authorized 20,000,000 shares of $0.01 par value; 10,544,431 and 10,343,223 shares issued and outstanding at October 31, 2024 and October 31, 2023, respectively

    106       104  

Additional paid-in capital

    26,988       26,087  

Retained earnings

    6,972       13,571  

TOTAL STOCKHOLDERS' EQUITY

    34,066       39,762  
                 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 71,046     $ 82,278  

 

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

 

   

Three Months Ended

   

Fiscal Year Ended

 
   

October 31,

   

October31,

 
   

2024

   

2023

   

2024

   

2023

 
   

(unaudited)

   

(unaudited)

   

(unaudited)

   

(unaudited)

 
                                 

Net sales

  $ 18,453     $ 15,874     $ 64,857     $ 72,168  

Cost of sales

    12,670       11,368       45,986       52,631  
                                 

Gross profit

    5,783       4,506       18,871       19,537  
                                 

Operating expenses:

                               

Engineering

    723       616       2,782       3,151  

Selling and general

    4,964       4,997       18,912       20,183  

Total operating expenses

    5,687       5,613       21,694       23,334  
                                 

Operating income (loss)

    96       (1,107 )     (2,823 )     (3,797 )
                                 

Other expense

    (304 )     (110 )     (980 )     (453 )
                                 

Loss before provision (benefit) for income taxes

    (208 )     (1,217 )     (3,803 )     (4,250 )

Provision (benefit) from income taxes

    30       (366 )     2,796       (1,172 )
                                 

Consolidated net loss

  $ (238 )   $ (851 )   $ (6,599 )   $ (3,078 )
                                 

Loss per share - Basic

  $ (0.02 )   $ (0.08 )   $ (0.63 )   $ (0.30 )

Loss per share - Diluted

  $ (0.02 )   $ (0.08 )   $ (0.63 )   $ (0.30 )
                                 

Weighted average shares outstanding:

                               

Basic

    10,526,429       10,330,325       10,481,835       10,283,449  

Diluted

    10,526,429       10,330,325       10,481,835       10,283,449  

 

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of GAAP to Non-GAAP Net Loss

(In thousands, except share and per share amounts)

 

   

Three Months Ended

   

Fiscal Year Ended

 
   

October 31,

   

October 31,

 
   

2024

   

2023

   

2024

   

2023

 

Consolidated net loss

  $ (238 )   $ (851 )   $ (6,599 )   $ (3,078 )

Provision (benefit) from income taxes

    30       (366 )     2,796       (1,172 )

Stock-based compensation expense

    180       211       924       898  

Non-cash and other one-time charges

    -       150       145       851  

Severance

    -       -       56       75  

Amortization expense

    422       422       1,688       1,701  

Non-GAAP net income (loss)

  $ 394     $ (434 )   $ (990 )   $ (725 )
                                 

Non-GAAP earnings (loss) per share:

                               

Basic

  $ 0.04     $ (0.04 )   $ (0.09 )   $ (0.07 )

Diluted

  $ 0.04     $ (0.04 )   $ (0.09 )   $ (0.07 )
                                 

Weighted average shares outstanding

                               

Basic

    10,526,429       10,330,325       10,481,835       10,283,449  

Diluted

    10,526,429       10,330,325       10,481,835       10,283,449  

 

 

 

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of Net Loss to Adjusted EBITDA

(In thousands)

 

   

Three Months Ended

   

Fiscal Year Ended

 
   

October 31,

   

October 31,

 
   

2024

   

2023

   

2024

   

2023

 

Consolidated net loss

  $ (238 )   $ (851 )   $ (6,599 )   $ (3,078 )

Stock-based compensation expense

    180       211       924       898  

Non-cash and other one-time charges

    -       150       145       851  

Severance

    -       -       56       75  

Amortization expense

    422       422       1,688       1,701  

Depreciation expense

    210       216       848       732  

Other expense

    304       110       980       453  

Provision (benefit) from income taxes

    30       (366 )     2,796       (1,172 )

Adjusted EBITDA

  $ 908     $ (108 )   $ 838     $ 460  

 

 
v3.24.4
Document And Entity Information
Jan. 16, 2025
Document Information [Line Items]  
Entity, Registrant Name R F INDUSTRIES, LTD.
Document, Type 8-K
Document, Period End Date Jan. 16, 2025
Entity, Incorporation, State or Country Code NV
Entity, File Number 0-13301
Entity, Tax Identification Number 88-0168936
Entity, Address, Address Line One 16868 Via Del Campo Court, Suite 200
Entity, Address, City or Town San Diego
Entity, Address, State or Province CA
Entity, Address, Postal Zip Code 92127
City Area Code 858
Local Phone Number 549-6340
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol RFIL
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000740664

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