false 0000740664 0000740664 2024-09-16 2024-09-16
 
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): September 16, 2024
 
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 2.02         Results of Operations and Financial Condition.
 
On September 16, 2024, RF Industries, Ltd. (the “Company”) issued a press release announcing information regarding the Company’s financial results for the third quarter ended July 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, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by reference in any subsequent filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in such filing.
 
 
Item 9.01         Financial Statements and Exhibits.
 
(d)      Exhibits.
   
     
Exhibit No.
 
Description
99.1
 
104
 
Cover Page Interactive Date File (embedded within the Inline XBRL document).
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  RF INDUSTRIES, LTD.
     
     
September 16, 2024 By: /s/ Peter Yin
    Peter Yin
    Chief Financial Officer
 
 

Exhibit 99.1

 

pic01.jpg

 

 

RF Industries Reports Third Quarter Fiscal Year 2024 Financial Results

 

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

 

Third Quarter Fiscal Year 2024 Highlights and Operating Results:

 

 

Net sales were $16.8 million; up 4.5% from $16.1 million in the second quarter of fiscal 2024 and up 7.6% from $15.7 million in the prior-year third quarter.

 

 

Backlog of $20.1 million at the end of the third quarter on bookings of $18.9 million. As of today, the backlog stands at $19.5 million.

 

 

Gross profit margin was 29.5%, up from 24.4% in the prior year period.

 

 

Operating loss was $419,000, an improvement from a loss of $2.0 million year-over-year.

 

 

Consolidated net loss was $705,000 or $0.07 per diluted share, an improvement from a loss of $1.6 million or $0.16 per diluted share year-over-year.

 

 

Non-GAAP net loss was $95,000 or $0.01 per diluted share, compared to non-GAAP net loss of $132,000 or a loss of $0.01 per diluted share in the second quarter of fiscal 2024, up from a non-GAAP net loss of $1.3 million or a loss of $0.12 per share year-over-year.

 

 

Adjusted EBITDA was $460,000, up from an Adjusted EBITDA loss of $940,000 year-over-year.

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

 

Management Commentary

 

“We are pleased that our third-quarter results continued to build on the momentum that we reported in the second quarter. Net sales were up almost 5% sequentially and 8% year-over-year. Our gross profit margin for the third quarter was 29.5%, a 510 basis-point improvement versus the comparable period last year and roughly in-line with the prior quarter. Importantly, for two quarters in a row, we are very close to our 30% near-term target for gross margin, which reflects a product mix shift to our higher-value, higher-margin solutions. Our Adjusted EBITDA was in positive territory for two quarters now, a sharp reversal from the losses we experienced during a challenging 2023,” said Robert Dawson, Chief Executive Officer of RF Industries.

 

 

 

“I believe our business is at an inflection point where we can continue to deliver meaningful progress now and tap into even greater future potential. The Tier 1 wireless carrier ecosystem had major cutbacks in their capital spending over the last several quarters, and this created considerable hardship for RFI and other downstream vendors. We continue to see major telecom companies being cautious about spending for large capex projects but they will still allocate significant resources to operations and maintenance needs. Fortunately, our DAC product line offers high-efficiency, climate-durable cooling that meets the required standards for their replacements and upgrades. We have several regional programs underway that we believe have a strong probability of becoming national programs. Our team continues to work hard on the major evolution of our business and, over the long run, we will be more diverse in our end markets and applications and therefore less reliant on capex spend. When capex spending does return for the continued buildouts of 4G and 5G networks, I believe our enhanced solutions offering will give us an additional level of opportunity. Densification and bandwidth continue to be real issues in wireless coverage, and while the lower spend on deployments like large venues has impacted product areas including our Microlab RF passives offering, we are hopeful that 2025 will be a better year for these kinds of applications.

 

“Looking ahead, I believe RFI is competitively positioned to answer our customers’ current and future needs. We are a leaner, more efficient company with a strong and relevant product and solution offering, and we have a talented team totally focused on execution to deliver improved results and value creation for our shareholders,” concluded Dawson.

 

Conference Call and Webcast

 

RF Industries will host a conference call and live webcast today, September 16, 2024, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss its fiscal 2024 third quarter results. To access the live call, dial 888-506-0062 (US and Canada) or 973-528-0011 (International) and give the participant access code 640662.

 

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.

 

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, increasing shareholder value, current and future purchase orders, 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 pre-pared 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)

 

 

 

   

Jul. 31,

   

Oct. 31,

 
   

2024

   

2023

 

 

 

(unaudited)

   

(audited)

 
ASSETS            

CURRENT ASSETS

               

Cash and cash equivalents

  $ 1,764     $ 4,897  

Trade accounts receivable, net

    10,676       10,277  

Inventories

    15,049       18,730  

Other current assets

    1,896       2,136  

TOTAL CURRENT ASSETS

    29,385       36,040  
                 

Property and equipment, net

    4,850       4,924  

Operating right of use asset, net

    15,304       15,689  

Goodwill

    8,085       8,085  

Amortizable intangible assets, net

    12,329       13,595  

Non-amortizable intangible assets

    1,174       1,174  

Deferred tax assets

    -       2,494  

Other assets

    733       277  

TOTAL ASSETS

  $ 71,860     $ 82,278  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

CURRENT LIABILITIES

               

Accounts payable and accrued expenses

  $ 8,194     $ 7,773  

Line of Credit

    8,704       1,000  

Current portion of Term Loan

    -       2,424  

Current portion of operating lease liabilities

    1,481       1,314  

TOTAL CURRENT LIABILITIES

    18,379       12,511  
                 

Operating lease liabilities

    19,163       19,284  

Term Loan, net of debt issuance cost

    -       10,721  

Deferred tax liabilities

    182       -  

TOTAL LIABILITIES

    37,724       42,516  
                 

COMMITMENTS AND CONTINGENCIES

               
                 

STOCKHOLDERS' EQUITY

               

Common stock, authorized 20,000,000 shares of $0.01 par value; 10,493,485 and 10,343,223 shares issued and outstanding at July 31, 2024 and October 31, 2023, respectively

    105       104  

Additional paid-in capital

    26,821       26,087  

Retained earnings

    7,210       13,571  

TOTAL STOCKHOLDERS' EQUITY

    34,136       39,762  
                 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 71,860     $ 82,278  

 

 

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

 

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

July 31,

   

July 31,

 
   

2024

   

2023

   

2024

   

2023

 
   

(unaudited)

   

(unaudited)

   

(unaudited)

   

(unaudited)

 
                                 

Net sales

  $ 16,836     $ 15,652     $ 46,404     $ 56,294  

Cost of sales

    11,875       11,828       33,316       41,263  
                                 

Gross profit

    4,961       3,824       13,088       15,031  
                                 

Operating expenses:

                               

Engineering

    653       690       2,059       2,535  

Selling and general

    4,727       5,144       13,948       15,186  

Total operating expenses

    5,380       5,834       16,007       17,721  
                                 

Operating loss

    (419 )     (2,010 )     (2,919 )     (2,690 )
                                 

Other expense

    (338 )     (117 )     (676 )     (342 )
                                 

Loss before benefit for income taxes

    (757 )     (2,127 )     (3,595 )     (3,032 )

Provision (benefit) from income taxes

    (52 )     (482 )     2,766       (806 )
                                 

Consolidated net loss

  $ (705 )   $ (1,645 )   $ (6,361 )   $ (2,226 )
                                 

Loss per share - Basic

  $ (0.07 )   $ (0.16 )   $ (0.61 )   $ (0.22 )

Loss per share - Diluted

  $ (0.07 )   $ (0.16 )   $ (0.61 )   $ (0.22 )
                                 

Weighted average shares outstanding:

                               

Basic

    10,495,082       10,290,265       10,466,862       10,267,652  

Diluted

    10,495,082       10,290,265       10,466,862       10,267,652  

 

 

 

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

   

Nine Months Ended

 
   

July 31,

   

July 31,

 
   

2024

   

2023

   

2024

   

2023

 

Consolidated net loss

  $ (705 )   $ (1,645 )   $ (6,361 )   $ (2,226 )

Provision (benefit) from income taxes

    (52 )     (482 )     2,766       (806 )

Stock-based compensation expense

    241       246       744       687  

Non-cash and other one-time charges

    -       168       145       702  

Severance

    -       25       56       75  

Amortization expense

    421       422       1,266       1,279  

Non-GAAP net loss

  $ (95 )   $ (1,266 )   $ (1,384 )   $ (289 )
                                 

Non-GAAP loss per share:

                               

Basic

  $ (0.01 )   $ (0.12 )   $ (0.13 )   $ (0.03 )

Diluted

  $ (0.01 )   $ (0.12 )   $ (0.13 )   $ (0.03 )
                                 

Weighted average shares outstanding

                               

Basic

    10,495,082       10,290,265       10,466,862       10,267,652  

Diluted

    10,495,082       10,290,265       10,466,862       10,267,652  

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of Net Loss to Adjusted EBITDA

(In thousands)

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

July 31,

   

July 31,

 
   

2024

   

2023

   

2024

   

2023

 

Consolidated net loss

  $ (705 )   $ (1,645 )   $ (6,361 )   $ (2,226 )

Stock-based compensation expense

    241       246       744       687  

Non-cash and other one-time charges

    -       168       145       702  

Severance

    -       25       56       75  

Amortization expense

    421       422       1,266       1,279  

Depreciation expense

    217       209       638       516  

Other expense

    338       117       676       342  

Provision (benefit) from income taxes

    (52 )     (482 )     2,766       (806 )

Adjusted EBITDA

  $ 460     $ (940 )   $ (70 )   $ 569  

 

 
v3.24.3
Document And Entity Information
Sep. 16, 2024
Document Information [Line Items]  
Entity, Registrant Name R F INDUSTRIES, LTD.
Document, Type 8-K
Document, Period End Date Sep. 16, 2024
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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