What changed in this filing

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Item 1. Financial Statements

2026-06-15 compared with 2026-03-16 · 144 added, 111 removed, 270 unchanged (49% of the section changed)

4 unchanged sentences

(In thousands)

Three Months Ended January 31,

Six Months Ended April 30,

OPERATING ACTIVITIES:

Consolidated net loss

Adjustments to reconcile consolidated net loss to net cash provided by operating activities:

Consolidated net income (loss)

Adjustments to reconcile consolidated net income (loss) to net cash (used) provided by operating activities:

Bad debt expense

Depreciation and amortization

Gain on disposal of fixed assets

Stock-based compensation expense

8 unchanged sentences

Accrued expenses

Income taxes receivable

Net cash provided by operating activities

Income taxes payable

Net cash (used) provided by operating activities

INVESTING ACTIVITIES:

Proceeds from sale of fixed assets

Capital expenditures

4 unchanged sentences

Line of credit payments

Net cash used in financing activities

Net increase in cash and cash equivalents

Net cash (used) provided in financing activities

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

10 unchanged sentences

Information included in the condensed consolidated balance sheet as of October 31, 2025 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, 2025 included in our Annual Report on Form 10-K (the “Form 10-K”) for the year ended October 31, 2025 that was previously filed with the Securities and Exchange Commission (“SEC”).

Operating results for the three months ended January 31, 2026 are not necessarily indicative of the results that may be expected for the year ending October 31, 2026.

as of October 31, 2025 included in our Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended October 31, 2025 that was previously filed with the Securities and Exchange Commission (“SEC”).

Operating results for the six months ended April 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2026.

The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Form 10-K.

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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 months ended January 31, 2026, we generated operating income of $ 177,000 , compared to operating income of $ 56,000 for the same period last year.

This was primarily a result of certain cost-cutting measures we implemented to reduce our operating expenses, to help drive positive operating cash flow and increase liquidity.

For the three and six months ended April 30, 2026, we generated operating income of $ 1,098,000 and $ 1,275,000 , respectively, compared to operating income of $ 106,000 and $ 162,000 for the same periods last year.

This was primarily a result of an increase in sales along with cost management and implementation of certain cost-cutting measures to improve our gross margins as well as our operating expenses, to help drive positive operating cash flow and increase liquidity.

Efforts to reduce expenses included consolidating facilities and recognizing the related operating efficiencies and synergies in our production operations.

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Level 3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of January 31, 2026 and October 31, 2025, 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.

As of April 30, 2026 and October 31, 2025, 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

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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 fiscal year ending October 31, 2026, with early adoption permitted.

ASU 2023-09 will be effective for our fiscal year ending October 31, 2026, with early adoption permitted.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

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We maintain our cash and cash equivalents with high-credit quality financial institutions.

At January 31, 2026, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $ 4.2 million.

At April 30, 2026, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $ 2.8 million.

Sales from each customer that accounted for 10% or greater of net sales were as follows:

Three Months Ended January 31,

Three Months Ended April 30,

Six Months Ended April 30,

Aerospace customer

Wireless provider A

Wireless provider B

Accounts receivable from each customer that accounted for 10% or greater of net accounts receivable were as follows:

Three Months Ended January 31,

Three Months Ended April 30,

Six Months Ended April 30,

Aerospace customer

Wireless provider A

Wireless provider B

For the three months ended January 31, 2026, one aerospace customer accounted for 11 % of net sales and 17 % of total net accounts receivable, and one wireless provider accounted for less than 10 % of net sales and 19 % of total net accounts receivable.

For the three months ended January 31, 2025, one wireless provider accounted for 21 % of net sales and 21 % of total net accounts receivable, and a different wireless provider accounted for less than 10% of net sales and 10% of total net accounts receivable.

Although these customers have been significant customers of the Company, the written agreements with these customers do not have any minimum purchase obligations and these customers could stop buying our products at any time and for any reason.

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Inventories consist of the following (in thousands):

January 31, 2026

April 30, 2026

October 31, 2025

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Finished goods

For the three months ended January 31, 2026, no single vendor accounted for 10% or more of inventory purchases.

For the three months ended January 31, 2025, one vendor accounted for 10% of inventory purchases.

For the three and six months ended April 30, 2026 and 2025, no 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.

1 unchanged sentence

Other current assets consist of the following (in thousands):

January 31, 2026

April 30, 2026

October 31, 2025

Prepaid taxes

Prepaid expense

1 unchanged sentence

Accrued expenses consist of the following (in thousands):

January 31, 2026

April 30, 2026

October 31, 2025

5 unchanged sentences

Accrued receipts represent purchased inventory for which invoices have not been received.

Note 6 – Loss per share

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period.

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 January 31, 2026, we reported a net loss.

During the three months ended April 30, 2026, we reported 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 0 and 345,556 shares for the three months ended January 31, 2026 and 2025, respectively, and were excluded from the calculation of diluted per share amounts because of their anti-dilutive effect.

Potentially issuable securities that are out-of-the-money totaled 0 and 405,056 shares for the three months ended April 30, 2026 and 2025, respectively, and 0 and 405,056 shares for the six months ended April 30, 2026 and 2025, respectively, and were excluded from the calculation of diluted per share amounts because of their anti-dilutive effect.

The following table summarizes the computation of basic and diluted weighted average shares outstanding:

Three Months Ended January 31,

Three Months Ended April 30,

Six Months Ended April 30,

Weighted average shares outstanding for basic earnings per share

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(i) one -quarter of the restricted shares and options shall vest on January 7, 2027 and (ii) the remaining restricted shares and options shall vest in 12 equal quarterly installments over the next three years.

No other shares or options were granted to Company employees during the three months ended January 31, 2026 and 2025.

The fair value of each option granted during the three months ended January 31, 2026 and 2025 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:

Three Months Ended January 31,

No other shares or options were granted to Company employees during the three and six months ended April 30, 2026 and 2025.

The fair value of each option granted during the six months ended April 30, 2026 and 2025 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:

Six Months Ended April 30,

Weighted average volatility

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Risk-free interest rate

Weighted average fair value of options granted during the year

Weighted average fair value of options vested during the year

Weighted average fair value of options granted during the period

Weighted average fair value of options vested during the period

Expected volatilities are based on historical volatility of our stock price and other factors.

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Company stock option plans

Descriptions of our stock option plans are included in Note 8 to our audited financial statements included in our Form 10-K for the year ended October 31, 2025.

A summary of the status of the options granted under our stock option plans as of January 31, 2026 and the changes in options outstanding during the three months then ended is presented in the table that follows:

Descriptions of our stock option plans are included in Note 8 to our audited financial statements included in our Form 10-K for the fiscal year ended October 31, 2025.

A summary of the status of the options granted under our stock option plans as of April 30, 2026 and the changes in options outstanding during the six months then ended is presented in the table that follows:

Exercise Price

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Options canceled or expired

Options outstanding at January 31, 2026

Options exercisable at January 31, 2026

Options vested and expected to vest at January 31, 2026

Option price range at January 31, 2026

Options outstanding at April 30, 2026

Options exercisable at April 30, 2026

Options vested and expected to vest at April 30, 2026

Option price range at April 30, 2026

$ 1.90 - $ 8.69

Aggregate intrinsic value of options exercised during period

Weighted average remaining contractual life of options outstanding as of January 31, 2026:

Weighted average remaining contractual life of options exercisable as of January 31, 2026:

Weighted average remaining contractual life of options vested and expected to vest as of January 31, 2026:

Aggregate intrinsic value of options outstanding at January 31, 2026:

Aggregate intrinsic value of options exercisable at January 31, 2026:

Aggregate intrinsic value of options vested and expected to vest at January 31, 2026:

As of January 31, 2026, $ 1,282,000 and $ 1,190,000 of expenses with respect to nonvested stock options and restricted shares, respectively, have yet to be recognized but are expected to be recognized over a weighted average period of 1.7 and 1.5 years, respectively.

Weighted average remaining contractual life of options outstanding as of April 30, 2026:

Weighted average remaining contractual life of options exercisable as of April 30, 2026:

Weighted average remaining contractual life of options vested and expected to vest as of April 30, 2026:

Aggregate intrinsic value of options outstanding at April 30, 2026:

Aggregate intrinsic value of options exercisable at April 30, 2026:

Aggregate intrinsic value of options vested and expected to vest at April 30, 2026:

As of April 30, 2026, $ 1,238,000 and $ 1,057,000 of expenses with respect to nonvested stock options and restricted shares, respectively, have yet to be recognized but are expected to be recognized over a weighted average period of 1.5 and 1.4 years, respectively.

Stock option expense

During the three months ended January 31, 2026 and 2025, stock-based compensation expense totaled $ 264,000 , and $ 195,000 respectively, and was classified in selling and general expense.

During the three months ended April 30, 2026 and 2025, stock-based compensation expense totaled $ 277,000 , and $ 227,000 respectively, and was classified in selling and general expense.

During the six months ended April 30, 2026 and 2025, stock-based compensation expense totaled $541,000 and $421,000, respectively, and was classified in selling and general expense.

Note 8 – Segment information

We previously managed our business as two reportable segments, the RF Connector and Cable Assembly segment and the Custom Cabling Manufacturing and Assembly segment.

During the fourth quarter of fiscal year 2025, we completed changes to the structure of our organization in connection with broader restructuring initiatives, including consolidation of manufacturing operations, headcount reductions, and the transition of our sales organization to a unified, customer‑centric model.

During the fourth quarter of the fiscal year ended October 31, 2025, we completed changes to the structure of our organization in connection with broader restructuring initiatives, including consolidation of manufacturing operations, headcount reductions, and the transition of our sales organization to a unified, customer‑centric model.

As a result of these changes, we now operate as a single reportable segment.

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Our CODM, which is our Chief Executive Officer, evaluates our financial information such as revenue, margins, operating expenses, net income or loss, and other non-GAAP financial measures on a consolidated basis to allocate resources and assess performance.

However, while the Company’s CODM uses more than one measure to assess performance, the Company’s segment disclosures do not include non-GAAP disclosures.

However, while our CODM uses more than one measure to assess performance, the Company’s segment disclosures do not include non-GAAP disclosures.

The Company has determined that the disclosures below correspond with the amounts in the consolidated financial statements and are most consistent with GAAP.

The following table presents our single segment revenue, gross profit, significant expenses, and net loss for the three months ended January 31, 2026 and 2025 (in thousands):

Three Months Ended January 31,

The following table presents our single segment revenue, gross profit, significant expenses, and net income (loss) for the three and six months ended April 30, 2026 and 2025 (in thousands):

Three Months Ended April 30,

Six Months Ended April 30,

Cost of goods sold:

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Selling and general

Non-cash and one-time charges

Total operating expenses

1 unchanged sentence

Other expense

Loss before provision for income taxes

Income (loss) before provision for income taxes

Provision for income taxes

Consolidated net loss

Consolidated net income (loss)

Expenditures for Segment Assets

The Company’s single reportable segment total assets equal consolidated total assets.

The following table presents revenue for the products and solutions that we offer as of January 31, 2026 and 2025 (in thousands):

Three Months Ended January 31,

The following table presents revenue for the products and solutions that we offer as of the three and six months ended April 30, 2026 and 2025 (in thousands):

Three Months Ended April 30,

Six Months Ended April 30,

Custom Cabling

4 unchanged sentences

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 months ended January 31, 2026 and 2025 (in thousands):

Three Months Ended January 31,

The following table presents the sales by geographic area for the three and six months ended April 30, 2026 and 2025 (in thousands):

Three Months Ended April 30,

Six Months Ended April 30,

United States

5 unchanged sentences

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 three months ended January 31, 2026.

We recorded income tax provisions of $ 34,000 and $ 36,000 for the three months ended January 31, 2026 and 2025, respectively.

The effective tax rate for the three months ended January 31, 2026 and 2025 was ( 425.0 %) and ( 17.2 %), respectively.

The effective tax rate for the three months ended January 31, 2026 differed from the U.S.

This exception was used in determining the tax provision for the six months ended April 30, 2026.

We recorded income tax provisions of $ 60,000 and $ 135,000 for the three months ended April 30, 2026 and 2025, respectively.

The effective tax rate for the three months ended April 30, 2026 and 2025 was 6.4 % and ( 122.7 %), respectively.

For the six months ended April 30, 2026 and 2025, we recorded income tax provisions of $ 94,000 and $ 171,000 , respectively.

The effective tax rate for the six months ended April 30, 2026 and 2025 was 10.2 % and ( 53.6 %), respectively.

The effective tax rate for the three months and six months ended April 30, 2026 differed from the U.S.

statutory tax rate of 21% primarily due to state taxes, various permanent differences, research and development tax credits, unrecognized tax benefits and change in valuation allowance.

We had $ 247,000 and $ 217,000 of unrecognized tax benefits, as of January 31, 2026 and October 31, 2025, respectively.

The unrecognized tax benefits, if recognized, would result in a net tax benefit of $ 172,000 as of January 31, 2026.

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 maintained against the deferred tax assets as of January 31, 2026.

We had $ 271,000 and $ 217,000 of unrecognized tax benefits, as of April 30, 2026 and October 31, 2025, respectively.

The unrecognized tax benefits, if recognized, would result in a net tax benefit of $ 179,000 as of April 30, 2026.

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 April 30, 2026.

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.

In making such judgments, significant weight is given to evidence that can be objectively verified.

After analyzing all available evidence, including the Company's cumulative losses, the Company continues to maintain that it is not more likely than not that all of its deferred tax assets will be realized, and therefore, has maintained a partial valuation allowance against its federal and state deferred tax assets.

The Company's valuation allowance was $ 4,538,000 and $ 4,716,000 as of January 31, 2026 and October 31, 2025, respectively.

The Company's valuation allowance was $ 4,521,000 and $ 4,716,000 as of April 30, 2026 and October 31, 2025, respectively.

Note 10 – Intangible assets

Intangible assets consist of the following as of January 31, 2026 and October 31, 2025 (in thousands):

January 31, 2026

Intangible assets consist of the following as of April 30, 2026 and October 31, 2025 (in thousands):

April 30, 2026

October 31, 2025

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Non-amortizable intangible assets:

Amortization expense for the three months ended January 31, 2026 and the year ended October 31, 2025 was $ 411,000 and $ 1,643,000 , respectively.

As of January 31, 2026, the weighted-average amortization period for the amortizable intangible assets is 6.44 years.

Amortization expense for the six months ended April 30, 2026 and the fiscal year ended October 31, 2025 was $ 822,000 and $ 1,643,000 , respectively.

As of April 30, 2026, the weighted-average amortization period for the amortizable intangible assets was 6.21 years.

Note 11 – Commitments

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We also have other operating leases for certain equipment.

The components of our facilities and equipment operating lease expenses for the periods ended January 31, 2026 and 2025 were as follows (in thousands):

Three Months Ended January 31,

The components of our facilities and equipment operating lease expenses for the periods ended April 30, 2026 and 2025 were as follows (in thousands):

Three Months Ended April 30,

Six Months Ended April 30,

Operating lease cost

As of January 31, 2026, operating lease right-of-use assets were $ 13.4 million and operating lease liabilities totaled $ 18.2 million, of which $ 2.1 million is classified as current.

There were no finance leases as of January 31, 2026.

Future minimum lease payments under non-cancellable leases as of January 31, 2026 consist of a total of $ 23.5 million.

The Schrofftech facility in North Kingstown, RI, is approximately 7,000 square feet and leased by RF Industries, Ltd.

under a lease that was renewed for two years effective February 1, 2026, expiring January 31, 2028.

The aggregate monthly rental payment under the new lease currently is $ 4,745 per month in 2026 and increasing to $ 4,888 in 2027.

As of April 30, 2026, operating lease right-of-use assets were $ 13.2 million and operating lease liabilities totaled $ 17.9 million, of which $ 2.0 million is classified as current.

There were no finance leases as of April 30, 2026.

Future minimum lease payments under non-cancellable leases as of April 30, 2026 are a total of $ 22.8 million.

Note 12 – Term Loan and Line of credit

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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, the First Amendment as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended July 31, 2024 and the Second Amendment as Exhibit 10.1 to our Current Report on Form 8-K filed on November 6, 2025.

Debt issuance costs related to the EBC Credit Agreement totaled $ 297,000 as of January 31, 2026 and were included as part of our other long-term assets balance.

As of January 31, 2026, our outstanding borrowings under the EBC Credit Agreement were $ 7,121,000 .

In accordance with ASC 470-10-45, Other Presentations Matters - General , we have classified the outstanding borrowings as part of current liabilities in the condensed consolidated balance sheet.

Note 13 – Cash dividend and declared dividends

We did not pay or declare any dividends during the three months ended January 31, 2026, nor during the three months ended January 31, 2025.

Debt issuance costs related to the EBC Credit Agreement totaled $ 273,000 as of April 30, 2026 and were included as part of our other long-term assets balance.

As of April 30, 2026, our outstanding borrowings under the EBC Credit Agreement were $ 6,142,000 .

In accordance with ASC 470-10-45, Other Presentation Matters - General , we have classified the outstanding borrowings as part of current liabilities in the condensed consolidated balance sheet.

Note 13 – Cash dividends and declared dividends

We did not pay or declare any dividends during the three or six months ended April 30, 2026, nor during the three or six months ended April 30, 2025.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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Certain statements in this Quarterly Report on Form 10-Q (this “ Quarterly Report ” ), and other oral and written statements made by RF Industries, Ltd., together with its five wholly-owned subsidiaries (collectively, hereinafter the “ Company ” , ” we ” , “ us ” , or “ our ” ), from time to time are “ forward-looking statements ” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including those that discuss strategies, goals, outlook or other non-historical matters, including the potential for expansion of our business or the completion of acquisitions, or projected revenues, income, returns or other financial measures.

In some cases forward-looking statements can be identified 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.

In some cases, forward-looking statements can be identified by terminology such as “ may, ” “ will, ” “ should, ” “ expect, ” “ plan, ” “ anticipate, ” “ believe, ” “ estimate, ” “ predict, ” “ potential ” or “ continue, ” the negative of such terms or other comparable terminology.

These forward-looking statements are subject to numerous risks and uncertainties that may cause actual results to differ materially from those contained in such statements.

Among the most important of these risks and uncertainties are the ability of the Company to meet customer demand through pricing and product offerings and efficient inventory and distribution channel management, to continue to source our raw materials and products from our suppliers and manufacturers, particularly those in Asia, the market demand for our products, which market demand is dependent in large part on the state of the telecommunications industry, the Company ’ s ability to continue as a going concern, the Company ’ s ability to remain in compliance with its existing capital loan terms and financial covenants and whether plans to develop 5G networks accelerate as expected, as well as our ability to meet any such demand, our ability to finance the expansion of our business or complete acquisitions, the effect of future business acquisitions and dispositions, the incurrence of impairment charges, and competition.

Important factors which may cause actual results to differ materially from the forward-looking statements are described in the Sections entitled “ Risk Factors ” in this Quarterly Report and in our Annual Report filed on Form 10-K for the year ended October 31, 2025, and other risks identified from time to time in the Company ’ s filings with the Securities and Exchange Commission.

Important factors which may cause actual results to differ materially from the forward-looking statements are described in the Sections entitled “ Risk Factors ” in this Quarterly Report and in our Annual Report filed on Form 10-K for the fiscal year ended October 31, 2025, and other risks identified from time to time in the Company ’ s filings with the Securities and Exchange Commission.

The Company assumes no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

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 Quarterly Report.

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, 2025 and our other reports and filings made with the Securities and Exchange Commission ( “ SEC ” ).

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 fiscal year ended October 31, 2025 and our other reports and filings made with the Securities and Exchange Commission ( “ SEC ” ).

Critical Accounting Estimates

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The preparation of these condensed consolidated 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 January 31, 2026 to the items that we disclosed as our critical accounting estimates in the MD&A in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

Management believes that there have been no material changes during the three months ended April 30, 2026 to the items that we disclosed as our critical accounting estimates in the MD&A in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, except as set forth below with respect to the valuation allowance on our deferred income taxes.

The Company continues to evaluate the realizability of its deferred tax assets on a quarterly basis.

In prior periods, the Company recorded a valuation allowance due primarily to cumulative losses and other negative evidence.

The Company has generated pre-tax income in each of the most recent four consecutive fiscal quarters and has experienced improved operating results over that period.

This recent profitability represents positive evidence that the Company is weighing against the historical negative evidence in assessing the realizability of its deferred tax assets.

If the Company is able to sustain its current level of profitability and generate sufficient future taxable income, it is reasonably possible that a reduction of a significant portion of the valuation allowance may be appropriate in a future reporting period.

Any such reduction could result in a material income tax benefit in the period recognized and could have a significant impact on the Company’s effective tax rate and results of operations.

The Company’s assessment remains dependent on the level and sustainability of future earnings and other relevant factors.

RF Industries, Ltd.

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As a result of these changes, our previous RF Connector and Custom Cabling operating segments were combined into a single reportable segment.

For the three months ended January 31, 2026, revenues generated from our interconnect products were 36% of the Company’s total sales, revenues from our custom cabling products were 34% of the Company’s total sales and revenues from our integrated systems were 30% of total sales.

For the six months ended April 30, 2026, revenues generated from our interconnect products were 35% of the Company’s total sales, revenues from our custom cabling products were 37% of the Company’s total sales and revenues from our integrated systems were 28% of total sales.

Our interconnect products are primarily standardized products regularly used by customers and, therefore, have a more stable revenue stream when compared to our other offerings.

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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 three months ended January 31, 2026.

We generated operating income during the six months ended April 30, 2026.

The cost-cutting measures that were implemented to reduce our operating expenses and to help drive positive operating cash flow and increase liquidity continue to be realized.

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We intend to continue to pursue additional continuous improvement and cost reduction measures, as well as organic growth in revenue and profitability.

As of January 31, 2026, we had a total of $5.1 million of cash and cash equivalents compared to a total of $5.1 million of cash and cash equivalents as of October 31, 2025.

As of January 31, 2026, we had working capital of $14.6 million and a current ratio of approximately 1.8:1 with current assets of $33.0 million and current liabilities of $18.4 million.

As of April 30, 2026, we had a total of $3.4 million of cash and cash equivalents compared to a total of $5.1 million of cash and cash equivalents as of October 31, 2025.

As of April 30, 2026, we had working capital of $16.5 million and a current ratio of approximately 1.9:1 with current assets of $35.0 million and current liabilities of $18.6 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 for at least the next 12 months from the date of filing of this Quarterly Report.

As of January 31, 2026, we had $14.4 million of backlog, compared to $15.5 million as of October 31, 2025.

The decrease in backlog relates primarily to shipments made against orders in our interconnect and integrated systems product offerings.

As of April 30, 2026, we had $20.0 million of backlog, compared to $15.5 million as of October 31, 2025.

The increase in backlog relates primarily to shipments made against orders in our custom cabling and integrated systems product offerings.

Our backlog may fluctuate from period to period based on customer demand, general business conditions, and particularly the timing of project-based orders from large customers, which impacts our integrated systems offer.

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Furthermore, purchase orders may be subject to cancellation from customers, although we have not historically experienced material cancellations of purchase orders.

In the three months ended January 31, 2026, we generated $0.9 million of cash in our operating activities.

This net inflow of cash is primarily related to the change in accounts receivable of $1.7 million, $0.6 million from depreciation and amortization, $0.3 million from stock-based compensation expense, the change in other current assets of $0.3 million, income taxes receivable of $31,000, $23,000 from amortization of debt issuance costs, bad debt expense of $14,000 and deferred income taxes of $3,000.

The cash usage was primarily due to the change in accrued expenses of $1.7 million, the change in accounts payable of $0.1 million, right-of-use assets of $0.1 million, the net loss of $50,000, $46,000 tax payments on cancelled shares of restricted stock and an increase in inventories of $41,000.

During the three months ended January 31, 2026, we also spent $218,000 on capital expenditures, repaid $0.7 million on the revolving credit facility with EBC, paid $0.1 million in debt issuance cost, and received $0.2 million in proceeds from the exercise of stock options.

In the six months ended April 30, 2026, we used $47,000 of cash from our operating activities.

This net outflow of cash is primarily related to the change in accounts payable of $1.3 million, $1.2 million from depreciation and amortization, net income of $0.8 million, $0.5 million from stock-based compensation expense, the change in other current assets of $0.4 million, $47,000 from amortization of debt issuance costs and deferred income taxes of $25,000.

The cash usage was primarily due to the change in accrued expenses of $1.6 million, income tax receivable of $0.8 million, an increase in inventories of $0.7 million, the change in accounts receivable of $0.7 million, right-of-use assets of $0.2 million, $0.1 million of tax payments on cancelled shares of restricted stock and bad debt expense of $24,000.

During the six months ended April 30, 2026, we also spent $0.3 million on capital expenditures, repaid $1.7 million on the revolving credit facility with EBC, paid $0.1 million in debt issuance cost, and received $0.4 million in proceeds from the exercise of stock options.

Our goal to expand and grow our business both organically and through acquisitions may require material additional capital equipment.

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Results of Operations

Three Months Ended January 31, 2026 vs.

Three Months Ended January 31, 2025

Net sales for the three months ended January 31, 2026 (the “fiscal 2026 quarter”) decreased by 1.1%, or $0.2 million, to $19.0 million as compared to the three months ended January 31, 2025 (the “fiscal 2025 quarter”).

The decrease in net sales is attributable mainly to the integrated systems product offering, which decreased by $3.4 million, or 37.4%, to $5.7 million compared to $9.1 million in the fiscal 2025 quarter, primarily driven by a decrease in small cell and thermal cooling offerings to our tier one customers due to the usual seasonality and timing of orders based on budget cycles.

Net sales of the custom cabling product offering increased by $1.7 million, or 36.2% to $6.4 million compared to $4.7 million in the fiscal 2025 quarter, primarily driven by increased market penetration into the aerospace and industrial industries.

The interconnect product offering increased by $1.5 million, or 27.8%, to $6.9 million compared to $5.4 million, primarily driven by higher customer demand for fiber applications.

Gross profit for the fiscal 2026 quarter increased by $0.4 million to $6.1 million compared to $5.7 million in the fiscal 2025 quarter, and gross margins increased to 32.3% of sales compared to 29.8% of sales in the fiscal 2025 quarter.

The increases in gross profit and gross margins were primarily related to the overall product mix and new market penetration.

Three Months Ended April 30, 2026 vs.

Three Months Ended April 30, 2025

Net sales for the three months ended April 30, 2026 (the “fiscal 2026 quarter”) increased by 9.4%, or $1.8 million, to $20.7 million compared to $18.9 million in the three months ended April 30, 2025 (the “fiscal 2025 quarter”).

The increase in net sales was primarily attributable to net sales of the custom cabling product offering, which increased by $1.9 million, or 29.8%, to $8.4 million in the fiscal 2026 quarter compared to $6.5 million in the fiscal 2025 quarter, primarily driven by increased market penetration in the aerospace and industrial industries.

Net sales of the interconnect product offering also increased by $0.9 million, or 15.9%, to $6.9 million in fiscal 2026 quarter compared to $6.0 million in the fiscal 2025 quarter, primarily driven by higher customer demand for fiber applications and wireless infrastructure deployments.

Net sales of the integrated systems product offering decreased by $1.1 million, or 17.2%, to $5.3 million in the fiscal 2026 quarter compared to $6.4 million in the fiscal 2025 quarter, primarily driven by a decrease in sales of small cell solutions to our wireless carrier customers due to the timing of orders and shipments based on budget cycles.

Gross profit increased by $1.3 million to $7.3 million in the fiscal 2026 quarter compared to $6.0 million in the fiscal 2025 quarter, and gross margin increased to 35.1% of sales in the fiscal 2026 quarter compared to 31.5% of sales in the fiscal 2025 quarter.

The increase in gross profit and gross margin were primarily related to the overall product mix and improved operational efficiencies across the organization.

Engineering expenses increased by $0.2 million to $0.9 million in the fiscal 2026 quarter compared to $0.7 million in the fiscal 2025 quarter.

The increase was the result of new product development and resource investment.

The increase was the result of resource allocation associated with 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 $0.1 million to $5.1 million (26.8% of sales) compared to $5.0 million (25.9% of sales) in the fiscal 2025 quarter primarily due to an increase in personnel-related expenses as a result of merit increases, benefit costs and continued labor market pressures.

For the fiscal 2026 and 2025 quarters, we recorded income tax provisions of $34,000 and $36,000, respectively.

Selling and general expenses increased by $0.1 million to $5.3 million (25.4% of sales) in the fiscal 2026 quarter compared to $5.2 million (27.3% of sales) in the fiscal 2025 quarter primarily due to an increase in variable compensation related to commissions and bonuses as a result of higher sales and investment in additional resources.

For the fiscal 2026 and 2025 quarters, we recorded income tax provision of $60,000 and $135,000, respectively.

The effective tax rate was 6.4% for the fiscal 2026 quarter, compared to (122.7%) for the fiscal 2025 quarter.

The change in the effective tax rate from the fiscal 2026 quarter to fiscal 2025 quarter was primarily driven by the ratio of forecasted tax expense compared to the near break-even year-to-date loss, the effects of the change in valuation allowance, research and development credits, unrecognized tax benefits, state income taxes, and other expected permanent differences.

For the fiscal 2026 quarter, net loss was $50,000 and fully diluted loss per share was $0.00, compared to a net loss of $0.2 million and fully diluted loss per share of $0.02 for the fiscal 2025 quarter.

The change in the effective tax rate from the fiscal 2026 quarter to fiscal 2025 quarter was primarily driven by the change in valuation allowance, research and development credits, unrecognized tax benefits, state income taxes, and other expected permanent differences.

For the fiscal 2026 quarter, net income was $0.9 million and fully diluted income per share was $0.08, compared to a net loss of $0.2 million and fully diluted loss per share of $0.02 for the fiscal 2025 quarter.

For the fiscal 2026 quarter, the diluted weighted average shares outstanding were 11,424,572 as compared to 10,669,608 for the fiscal 2025 quarter.

Six Months Ended April 30, 2026 vs.

Six Months Ended April 30, 2025

Net sales for the six months ended April 30, 2026 (the “fiscal 2026 six-month period”) increased by 4.1%, or $1.6 million, to $39.7 million compared to $38.1 million in the six months ended April 30, 2025 (the “fiscal 2025 six-month period”).

The increase in net sales was primarily attributable to net sales of the custom cabling product offering, which increased by $3.6 million, or 32.2%, to $14.8 million in the fiscal 2026 six-month period compared to $11.2 million in the fiscal 2025 six-month period, primarily driven by increased aerospace demand and organic growth within our existing customer base and product portfolio.

Net sales of the interconnect product offering also increased by $2.4 million, or 21.2% to $13.8 million in the fiscal 2026 six-month period compared to $11.4 million in the fiscal 2025 six-month period, primarily driven by higher customer demand for fiber optic and general connectivity solutions.

Net sales of the integrated systems product offering decreased by $4.5 million, or 28.9%, to $11.0 million in the fiscal 2026 six-month period compared to $15.5 million in fiscal 2025 six-month period, primarily driven by the timing of orders and shipments to our wireless carrier customers based on longer system design approval and budget cycles.

Gross profit increased by $1.7 million to $13.4 million for the fiscal 2026 six-month period compared to $11.7 million in the fiscal 2025 six-month period, and gross margin increased to 33.8% of sales in the fiscal 2026 six-month period compared to 30.6% of sales in the fiscal 2025 six-month period.

The increases in gross profit and gross margin were primarily related to the overall increase in sales, product mix and continued operational efficiencies.

Engineering expenses increased by $0.4 million to $1.8 million in the fiscal 2026 six-month period compared to $1.4 million in the fiscal 2025 six-month period.

The increase was the result of resource allocation associated with new product development.

Engineering expenses represent costs incurred relating to the ongoing research and development of new products.

Selling and general expenses increased by $0.2 million to $10.3 million (26.1% of sales) in the fiscal 2026 six-month period compared to $10.1 million (26.6% of sales) in the fiscal 2025 six-month period primarily due to an increase in stock-based compensation expense and public company fees.

For the fiscal 2026 and 2025 six-month periods, we recorded income tax provision of $94,000 and $171,000, respectively.

The effective tax rate was 10.2% for the fiscal 2026 six-month period, compared to (53.6%) for the fiscal 2025 six-month period.

The change in effective tax rate for the fiscal 2026 and 2025 six-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 2026 six-month period, net income was $0.8 million and fully diluted income per share was $0.07 per share as compared to a net loss of $0.5 million and fully diluted loss per share of ($0.05) per share for the fiscal 2025 six-month period.

For the fiscal 2026 six-month period, the diluted weighted average shares outstanding were 11,221,542 as compared to 10,614,364 for the fiscal 2025 six-month period.

Quantitative and Qualitative Disclosures about Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements