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false 0000740664 0000740664 2023-06-14 2023-06-14
 
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): June 14, 2023
 
 
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 June 14, 2023, RF Industries, Ltd. (the “Company”) issued a press release announcing information regarding the Company’s financial results for the second quarter ended April 30, 2023. 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.
 
   
   
   
June 14, 2023
By:/s/ Peter Yin
Peter Yin
Chief Financial Officer
 
 
EX-99.1 2 ex_533651.htm EXHIBIT 99.1 ex_533651.htm

Exhibit 99.1

 

 

rfi.jpg
 

FOR IMMEDIATE RELEASE

   

 

 

RF Industries Announces Second Quarter Fiscal 2023 Results

 

SAN DIEGO, CA, June 14, 2023 – RF Industries, Ltd. (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced results for its second fiscal quarter ended April 30, 2023.

 

Second Quarter Fiscal 2023 Highlights and Operating Results:

 

 

Net sales increased 3.7% to $22.3 million compared to the second quarter of fiscal 2022.

 

Backlog was $18.9 million at the end of the second quarter on bookings of $16.7 million. As of today, backlog stands at $17.6 million.

 

Gross profit margin was 27.4%, down 90 basis points from 28.3% in the second quarter of fiscal 2022, primarily related to lower revenue contribution from our small cell solutions.

 

Operating income was $489,000 compared to operating income of $746,000 in the second quarter of fiscal 2022, primarily related to lower gross profit from our small cell solutions.

 

Consolidated net income was $581,000, or $0.06 per diluted share, compared to net income of $503,000, or $0.05 per diluted share in the second quarter of fiscal 2022. This is primarily due to an income tax benefit of $164,000 compared to an income tax provision of $136,000.

 

Non-GAAP net income was $1.3 million or $0.13 per diluted share compared to non-GAAP net income of $1.6 million, or $0.16 per diluted share in the second quarter of fiscal 2022.

 

Adjusted EBITDA was $1.4 million compared to $2.0 million in the second quarter of fiscal 2022.

 

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

 

“We delivered a solid second quarter with revenue growing 4% year-over-year and 22% sequentially. During the quarter, we shipped a large quantity of Optiflex hybrid fiber cables and saw steady growth in our core interconnect products. Additionally, we worked through the inventory of delayed orders from the first quarter and reduced our total inventory by almost 3%. Topline growth and inventory management generated positive cash flow in the quarter. While the market for our core interconnect products remained solid in the quarter, we continued to experience cautious carrier capex spending, which we believe is creating short-term headwinds for our new small cell and Direct Air Cooling (DAC) solutions where we have been making considerable investments. These short-term headwinds dampened consolidated gross margins and EBITDA in the quarter,” said Robert Dawson, President and Chief Executive Officer of RF Industries.

 







 

 

“Looking ahead, we continue to see an inconsistent spending environment related to wireless carrier capex and we expect this to result in unpredictable timing of project-based bookings and shipments over the next few quarters. During the third quarter we have already booked meaningful new orders for both our DAC and small cell solutions. Many of these projects have been in our sales pipeline for several months, so even with carrier capex uncertainty, we believe we are seeing early signs of improvements in these markets. Additionally, we believe our expanded product offering and next-generation solutions present a significant opportunity to gain market share when carriers reinvigorate their buildouts. As we complete our facility moves and infrastructure investments, we believe that with a more efficient operation and disciplined expense management, combined with incremental sales from our higher value solutions and a more favorable product mix, we can drive increased gross margins and higher profitability in coming fiscal years,” concluded Dawson.

 

Conference Call and Webcast

 

RF Industries will host a conference call and live webcast today, June 14, 2023, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss its fiscal 2023 second quarter 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 346334.

 

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. In addition, a phone replay will 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 access code is 48386.

 

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, 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: 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; the duration and continuing impact of the coronavirus pandemic on the global economy and our customers; 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; and our ability to address the changing needs of the market. 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.

 

2

 

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 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, 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, 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. 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.

 

3

 

RF Industries Contact:

Peter Yin

SVP and CFO

(858) 549-6340

rfi@rfindustries.com

Investor Relations Contact:

Financial Profiles, Inc.

Jack Drapacz 

(310) 622-8230  

John Brownell

(310) 622-8249

RFIL@finprofiles.com

   

 

# # #

 

4

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

   

Apr. 30,

   

Oct. 31,

 
   

2023

   

2022

 
    (unaudited)     (audited)  

ASSETS

 

 

   

 

 

CURRENT ASSETS

               

Cash and cash equivalents

  $ 4,326     $ 4,532  

Trade accounts receivable, net

    14,493       14,812  

Inventories, net

    20,386       21,054  

Other current assets

    1,823       5,849  

TOTAL CURRENT ASSETS

    41,028       46,247  
                 

Property and equipment, net

    4,168       3,173  

Operating right of use asset, net

    12,408       13,480  

Goodwill

    8,085       8,085  

Amortizable intangible assets, net

    14,439       15,296  

Non-amortizable intangible assets

    1,174       1,174  

Deferred tax assets

    2,522       1,816  

Other assets

    295       295  

TOTAL ASSETS

  $ 84,119     $ 89,566  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

CURRENT LIABILITIES

               

Accounts payable

  $ 6,105     $ 5,652  

Accrued expenses

    5,373       8,814  

Current portion of Term loan

    2,424       2,424  

Current portion of operating lease liabilities

    1,692       1,887  

Income taxes payable

    298       759  

TOTAL CURRENT LIABILITIES

    15,892       19,536  
                 

Operating lease liabilities

    14,493       15,025  

Term Loan, net of debt issuance cost

    11,929       13,136  

TOTAL LIABILITIES

    42,314       47,697  
                 

COMMITMENTS AND CONTINGENCIES

               
                 

STOCKHOLDERS' EQUITY

               

Common stock, authorized 20,000,000 shares of $0.01 par value; 10,290,377 and 10,193,287 shares issued and outstanding at April 30, 2023 and October 31, 2022, respectively

    103       102  

Additional paid-in capital

    25,634       25,118  

Retained earnings

    16,068       16,649  

TOTAL STOCKHOLDERS' EQUITY

    41,805       41,869  
                 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 84,119     $ 89,566  

 

5

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

 

   

Three Months Ended

   

Six Months Ended

 
   

April 30,

   

April 30,

 
   

2023

   

2022

   

2023

   

2022

 
   

(unaudited)

   

(unaudited)

   

(unaudited)

   

(unaudited)

 
                                 

Net sales

  $ 22,298     $ 21,505     $ 40,642     $ 38,423  

Cost of sales

    16,178       15,425       29,435       28,259  
                                 

Gross profit

    6,120       6,080       11,207       10,164  
                                 

Operating expenses:

                               

Engineering

    882       857       1,845       1,310  

Selling and general

    4,749       4,477       10,042       8,470  

Total operating expenses

    5,631       5,334       11,887       9,780  
                                 

Operating income (loss)

    489       746       (680 )     384  
                                 

Other expense

    (72 )     (107 )     (225 )     (102 )
                                 

Income (loss) before provision (benefit) for income taxes

    417       639       (905 )     282  

(Benefit) provision for income taxes

    (164 )     136       (324 )     56  
                                 

Consolidated net income (loss)

  $ 581     $ 503     $ (581 )   $ 226  
                                 

Earnings (loss) per share - Basic

  $ 0.06     $ 0.05     $ (0.06 )   $ 0.02  

Earnings (loss) per share - Diluted

  $ 0.06     $ 0.05     $ (0.06 )   $ 0.02  
                                 

Weighted average shares outstanding:

                               

Basic

    10,290,911       10,107,687       10,256,158       10,087,309  

Diluted

    10,327,271       10,243,636       10,256,158       10,229,704  

 

6

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of GAAP to Non-GAAP Net Income (Loss)

(In thousands, except share and per share amounts)

 

   

Three Months Ended

   

Six Months Ended

 
   

April 30,

   

April 30,

 
   

2023

   

2022

   

2023

   

2022

 

Net income (loss)

  $ 581     $ 503     $ (581 )   $ 226  

Stock-based compensation expense

    230       168       441       307  

Non-cash and other one time charges

    89       637       533       1,371  

Severance

    -       -       50       -  

Amortization expense

    426       328       857       423  

Non-GAAP net income

  $ 1,326     $ 1,636     $ 1,300     $ 2,327  
                                 

Non-GAAP net income per share:

                               

Basic

  $ 0.13     $ 0.16     $ 0.13     $ 0.23  

Diluted

  $ 0.13     $ 0.16     $ 0.13     $ 0.23  
                                 

Weighted average shares outstanding

                               

Basic

    10,290,911       10,107,687       10,256,158       10,087,309  

Diluted

    10,327,271       10,243,636       10,307,036       10,229,704  

 

 

 

 

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands)

 

   

Three Months Ended

   

Six Months Ended

 
   

April 30,

   

April 30,

 
   

2023

   

2022

   

2023

   

2022

 

Net income (loss)

  $ 581     $ 503     $ (581 )   $ 226  

Stock-based compensation expense

    230       168       441       307  

Non-cash and other one time charges

    89       637       533       1,371  

Severance

    -       -       50       -  

Amortization expense

    426       328       857       423  

Depreciation expense

    197       110       308       195  

Other expense

    72       107       225       102  

(Benefit) provision from income taxes

    (164 )     136       (324 )     56  

Adjusted EBITDA

  $ 1,431     $ 1,989     $ 1,509     $ 2,680  

 

7